{"id":41965,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stamford-ct-open-end-mortgage-deed-assignment-of-rents-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stamford-ct-open-end-mortgage-deed-assignment-of-rents-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/stamford-ct-open-end-mortgage-deed-assignment-of-rents-and.html","title":{"rendered":"(Stamford, CT) Open End Mortgage Deed, Assignment of Rents and Security Agreement &#8211; TSI Realty Co. and GMAC Commercial Mortgage Corp."},"content":{"rendered":"<pre>\n                            OPEN END MORTGAGE DEED,\n\n                  ASSIGNMENT OF RENTS AND SECURITY AGREEMENT\n\n     THIS MORTGAGE (herein \"Instrument\") is made this 12 day of December,\n1997, between the Mortgagor\/Grantor, TSI REALTY COMPANY, whose address is 1241\nEast Main Street, Stamford, CT 06902 (herein \"Borrower\"), and the Mortgagee,\nGMAC COMMERCIAL MORTGAGE CORPORATION, a corporation organized and existing under\nthe laws of California, whose address is 450 Dresher Road, Horsham, PA 19044,\ntogether with its successors, assigns and transferees, (herein \"Lender\").\n\n     WHEREAS, Borrower is indebted to Lender in the principal sum of TWELVE\nMILLION AND 00\/100 ($12,000,000) Dollars, which indebtedness is evidenced by\nBorrower's note dated of even date herewith (herein the \"Note\"), providing for\nmonthly installments of principal and interest, with the balance of the\nindebtedness, if not sooner paid, due and payable on January 1, 2013 (the\n\"Maturity Date\").\n\n     TO SECURE TO LENDER (a) the repayment of the indebtedness evidenced by the\nNote with interest thereon, and all renewals, extensions and modifications\nthereof; (b) the repayment of any future advances with interest thereon, made by\nLender to Borrower pursuant to paragraph 38 hereof (herein \"Future Advances\");\n(c) the performance of the covenants and agreements of Borrower contained in an\nEnvironmental Indemnity Agreement (herein so-called) between Lender, Borrower\nand Principal (as defined in the Environmental Indemnity Agreement) dated of\neven date herewith; (d) the payment of all other sums, with interest thereon,\nadvanced in accordance herewith to protect the security of this Instrument; and\n(e) the performance of the covenants and agreements of Borrower herein\ncontained, or contained in any other Loan Document (as hereinafter defined),\nBorrower does hereby mortgage, grant, convey and assign to Lender, its\nsuccessors, assigns and transferees with mortgage covenants and upon statutory\ncondition the following described properties located in the City of Stamford,\nFairfield County, State of Connecticut, and more particularly described on\nExhibit \"A\" attached hereto and incorporated herein by reference for all\npurposes (herein \"Mortgaged Parcel 1\" and \"Mortgaged Parcel 2,\" and\ncollectively, the \"Mortgaged Parcels\").\n\n     TOGETHER with all buildings, improvements, and tenements now or hereafter\nerected on the Mortgaged Parcels, and all heretofore or hereafter vacated alleys\nand streets abutting the Mortgaged Parcels, and all easements, rights,\nappurtenances, rents (subject however to the\n\n \nassignment of rents to Lender herein), royalties, mineral, oil and gas rights\nand profits, water, water rights, and water stock appurtenant to the Mortgaged\nParcels, and all fixtures, machinery, equipment, engines, boilers, incinerators,\nbuilding materials, appliances and goods of every nature whatsoever now or\nhereafter located in, or on, or used, or intended to be used in connection with\nthe Mortgaged Parcels, including, but not limited to, those for the purposes of\nsupplying or distributing heating, cooling, electricity, gas, water, air and\nlight; and all elevators, and related machinery and equipment, fire prevention\nand extinguishing apparatus, security and access control apparatus, plumbing,\nbath tubs, water heaters, water closets, sinks, ranges, stoves, refrigerators,\ndishwashers, disposals, washers, dryers, awnings, storm windows, storm doors,\nscreens, blinds, shades, curtains and curtain rods, mirrors, cabinets, paneling,\nrugs, attached floor coverings, furniture, pictures, antennas, trees and plants,\ntax refunds, trade names, licenses, permits, Borrower's rights to insurance\nproceeds, unearned insurance premiums and chooses in action; all of which,\nincluding replacements and additions thereto, shall be deemed to be and remain a\npart of the real Mortgaged Parcels covered by this Instrument; and all of the\nforegoing, together with said Mortgaged Parcels (or the leasehold estate in the\nevent this Instrument is on a leasehold) are herein referred to as the\n\"Property,\" (and individually as an \"Individual Property\");\n\n     TOGETHER with all right, title and interest in, to and under any and all\nleases now or hereinafter in existence (as amended or supplemented from time to\ntime) and covering space in or applicable to the Property (hereinafter referred\nto collectively as the \"Leases\" and singularly as a \"Lease\"), together with all\nrents, earnings, income, profits, benefits and advantages arising from the\nProperty and from said Leases and all other sums due or to become due under and\npursuant thereto, and together with any and all guarantees of or under any of\nsaid Leases, and together with all rights, powers, privileges, options and other\nbenefits of Borrower as lessor under the Leases, including, without limitation,\nthe immediate and continuing right to receive and collect all rents, income,\nrevenues, issues, profits, condemnation awards, insurance proceeds, moneys and\nsecurity payable or receivable under the Leases or pursuant to any of the\nprovisions thereof, whether as rent or otherwise, the right to accept or reject\nany offer made by any tenant pursuant to its Lease to purchase the Property and\nany other property subject to the Lease as therein provided and to perform all\nother necessary or appropriate acts with respect to such Leases as agent and\nattorney-in-fact for Borrower, and the right to make all waivers and agreements,\nto give and receive all notices, consents and releases, to take such action upon\nthe happening of a default under any Lease, including the commencement, conduct\nand consummation of proceedings at law or in equity as shall be permitted under\nany provision of any Lease or by any law, and to do any and all other things\nwhatsoever which the Borrower is or may become entitled to do under any such\nLease together with all accounts receivable, contract rights, franchises,\ninterests, estates or other claims, both at law and in equity, relating to the\nProperty, to the extent not included in rent earnings and income under any of\nthe Leases;\n\n     TOGETHER with all right, title and interest in, to and under any and all\nreserve, deposit or escrow accounts (the \"Accounts\") made pursuant to any loan\ndocument made between Borrower and Lender with respect to the Property, together\nwith all income, profits, benefits and advantages arising therefrom, and\ntogether with all rights, powers, privileges, options and other\n\n                                      -2-\n\n \nbenefits of Borrower under the Accounts, and together with the right to do any\nand all other things whatsoever which the Borrower is or may become entitled to\ndo under the Accounts;\n\n     TOGETHER with all agreements, contracts, certificates, guaranties,\nwarranties, instruments, franchises, permits, licenses, plans, specifications\nand other documents, now or hereafter entered into, and all rights therein and\nthereto, pertaining to the use, occupancy, construction, management or operation\nof the Property and any part thereof and any improvements or respecting any\nbusiness or activity conducted on the Property and any part thereof and all\nright, title and interest of Borrower therein, including the right to receive\nand collect any sums payable to Borrower thereunder and all deposits or other\nsecurity or advance payments made by Borrower with respect to any of the\nservices related to the Property or the operation thereof;\n\n     TOGETHER with any and all proceeds resulting or arising from the foregoing\n(collectively, the \"Collateral\").\n\n     Borrower covenants that Borrower is lawfully seized of the estate hereby\nconveyed and has the right to mortgage, grant, convey and assign the Property\n(and, if this Instrument is on a leasehold, that the ground lease is in full\nforce and effect without modification except as noted above and without default\non the part of either lessor or lessee thereunder), that the Property is\nunencumbered, and that Borrower will warrant and defend generally the title to\nthe Property against all claims and demands, subject to any easements and\nrestrictions listed in a schedule of exceptions to coverage in any title\ninsurance policy insuring Lender's interest in the Property.\n\nUNIFORM COVENANTS. Borrower and Lender covenant and agree as follows:\n\n1.   PAYMENT OF PRINCIPAL AND INTEREST. Borrower shall promptly pay when due the\nprincipal of and interest on the indebtedness evidenced by the Note, any\nprepayment and late charges provided in the Note and all other sums secured by\nthis Instrument.\n\n2.   FUNDS FOR TAXES, INSURANCE AND OTHER CHARGES. Subject to applicable law or\nto a written waiver by Lender, Borrower shall pay to Lender on the day monthly\ninstallments of principal or interest are payable under the Note (or on another\nday designated in writing by Lender), until the Note is paid in full, a sum\n(herein \"Funds\") equal to one-twelfth of (a) the yearly taxes and assessments\nwhich may be levied on the Property, (b) the yearly ground rents, if any, (c)\nthe yearly premium installments for fire and other hazard insurance, rent loss\ninsurance and such other insurance covering the Property as Lender may require\npursuant to paragraph 5 hereof, (d) the yearly premium installments for mortgage\ninsurance, if any, and (e) if this Instrument is on a leasehold, the yearly\nfixed rents, if any, under the ground lease, all as reasonably estimated\ninitially and from time to time by Lender on the basis of assessments and bills\nand reasonable estimates thereof. Any waiver by Lender of a requirement that\nBorrower pay such Funds may be revoked by Lender, in Lender's sole discretion,\nat any time upon notice in writing to Borrower. Lender may require Borrower to\npay to Lender, in advance, such other Funds for other taxes, charges, premiums,\nassessments and impositions in connection with Borrower or the Property which\nLender shall reasonably deem necessary to protect Lender's interests (herein\n\"Other Impositions\"). Unless otherwise provided \n\n                                      -3-\n\n \nby applicable law, Lender may require Funds for Other Impositions to be paid by\nBorrower in a lump sum or in periodic installments, at Lender's option.\n\n     The Funds shall be held in an institution(s) the deposits or accounts of\nwhich are insured or guaranteed by a Federal or state agency (including Lender\nif Lender is such an institution). Lender shall apply the Funds to pay said\nrents, taxes, assessments, insurance premiums and Other Impositions so long as\nBorrower is not in breach of any covenant or agreement of Borrower in this\nInstrument. Lender shall make no charge for so holding and applying the Funds,\nanalyzing said account or for verifying and compiling said assessments and\nbills, unless Lender pays Borrower interest, earnings or profits on the Funds\nand applicable law permits Lender to make such a charge. Borrower and Lender may\nagree in writing at the time of execution of this instrument that interest on\nthe Funds shall be paid to Borrower, and unless such agreement is made or\napplicable by law requires interest, earnings or profits to be paid, Lender\nshall not be required to pay Borrower any interest, earnings or profits on the\nFunds. Lender shall give to Borrower, without charge, an annual accounting of\nthe Funds in Lender's normal format showing credits and debits to the Funds and\nthe purpose for which each debit to the Funds was made. The Funds are pledged as\nadditional security for the sums secured by this Instrument.\n\n     If the amount of the Funds held by Lender at the time of the annual\naccounting thereof shall exceed the amount deemed necessary by Lender to provide\nfor the payment of taxes, assessments, insurance premiums, rents and Other\nImpositions, as they fall due, such excess shall be credited to Borrower on the\nnext monthly installment or installments of Funds due. If at any time the amount\nof the Funds held by Lender shall be less than the amount deemed necessary by\nLender to pay taxes, assessments, insurance premiums, rents and Other\nImpositions, as they fall due, Borrower shall pay to Lender any amount necessary\nto make up the deficiency within thirty days after notice from Lender to\nBorrower requesting payment thereof.\n\n     Notwithstanding the foregoing, Borrower shall not be required to deposit\nmonthly escrow payments for insurance premiums with Lender except as hereinafter\nprovided. Borrower shall make all insurance premium payments prior to that date\non which such payments are due and provide Lender with evidence satisfactory to\nLender that such premium payments have been made, such evidence to be provided\nnot less than ninety (90) days prior to the date such payments are due. If at\nany time during the term of the Loan evidenced by the Note, (i) Borrower fails\nto make such premium payments, or to provide evidence to Lender that such\npayments have been made, or (ii) Borrower is in default under the terms of the\nNote, this Instrument, or any other Loan Document, then Borrower shall\nimmediately commence paying to Lender monthly escrows in an amount equal to (x)\none-twelfth of the yearly premium installments for fire and other hazard\ninsurance, rent loss insurance and such other insurance covering the Property as\nLender may require pursuant to paragraph 5 hereof and Borrower shall deliver any\nother amounts necessary for Lender to pay such premiums.\n\n     Upon Borrower's breach of any covenant or agreement of Borrower in this\nInstrument, Lender may apply, in any amount and in any order as Lender shall\ndetermine in Lender's sole discretion, any Funds held by Lender at the time of\napplication (i) to pay rents, taxes, assessments, insurance premiums and Other\nImpositions which are now or will hereafter become\n\n                                      -4-\n\n \ndue, or (ii) as a credit against sums secured by this Instrument. Upon payment\nin full of all sums secured by this Instrument, Lender shall promptly refund to\nBorrower any Funds held by Lender.\n\n3.   APPLICATION OF PAYMENTS. Unless applicable law provides otherwise, all\npayments received by Lender from Borrower under the Note or this Instrument\nshall be applied by Lender in the following order of priority: (i) amounts\npayable to Lender by Borrower under paragraph 2 hereof; (ii) interest payable on\nthe Note; (iii) principal of the Note; (iv) interest payable on advances made\npursuant to paragraph 8 hereof; (v) principal of advances made pursuant to\nparagraph 8 hereof; (vi) interest payable on any Future Advance, provided that\nif more than one Future Advance is outstanding, Lender may apply payments\nreceived among the amounts of interest payable on the Future Advances in such\norder as Lender, in Lender's sole discretion, may determine; (vii) principal of\nany Future Advance, provided that if more than one Future Advance is\noutstanding, Lender may apply payments received among the principal balances of\nthe Future Advances in such order as Lender, in Lender's sole discretion, may\ndetermine; and (viii) any other sums secured by this Instrument in such order as\nLender, at Lender's option, may determine; provided, however, that Lender may,\nat Lender's option, apply any sums payable pursuant to paragraph 8 hereof prior\nto interest on and principal of the Note, but such application shall not\notherwise affect the order of priority of application specified in this\nparagraph 3.\n\n4.   CHARGES; LIENS. Borrower shall pay all rents, taxes, assessments, premiums,\nand Other Impositions attributable to the Property at Lender's option in the\nmanner provided under paragraph 2 hereof or, if not paid in such manner, by\nBorrower making payment, when due, directly to the payee thereof, or in such\nother manner as Lender may designate in writing. Borrower shall promptly furnish\nto Lender all notices of amounts due under this paragraph 4, and in the event\nBorrower shall make payment directly, Borrower shall promptly furnish to Lender\nreceipts evidencing such payments. Borrower shall promptly discharge any lien,\nwhich has, or may have, priority over or equality with, the lien of this\nInstrument, and Borrower shall pay, when due, the claims of all persons\nsupplying labor or materials to or in connection with the Property. Without\nLender's prior written permission, Borrower shall not allow any lien inferior to\nthis Instrument to be perfected against the Property.\n\n5.   HAZARD INSURANCE. Borrower shall keep the improvements now existing or\nhereafter erected on the Property insured by carriers at all times satisfactory\nto Lender against loss by fire, hazards included with the term \"extended\ncoverage\", rent loss and such other hazards, casualties, liabilities and\ncontingencies as Lender (and, if this Instrument is on a leasehold, the ground\nlease) shall require and in such amounts and for such periods as Lender shall\nrequire. Borrower shall purchase policies of insurance with respect to the\nProperty with such insurers, in such amounts and covering such risks as shall be\nsatisfactory to Lender, including, but not limited to, (i) personal injury and\ndeath; (ii) loss or damage by fire, lightning, hail, windstorm, explosion,\nhurricane (to the extent available), and such other hazards, casualties and\ncontingencies (including at least twelve (12) months rental insurance for each\nIndividual Property in an amount equal to the gross rentals for such period and\nbroad form boiler and machinery insurance) as are normally and usually covered\nby extended coverage policies in effect where the Property is located and\ncomprehensive general public liability insurance for each\n\n                                      -5-\n\n \nIndividual Property, in an amount not less than $1,000,000.00 per occurrence,\n$2,000,000 in the aggregate, together with $5,000,000 excess liability coverage\nfor each Individual Property, and containing an \"Ordinance or Law Coverage\" or\n\"Enforcement\" endorsement if any of the improvements or the use of either\nIndividual Property shall at any time constitute legal nonconforming structures\nor uses; provided, that each policy shall provide by way of endorsement, rider\nor otherwise that no such insurance policy shall be cancelled, endorsed,\naltered, or reissued to effect a change in coverage unless such insurer shall\nhave first given Lender thirty (30) days prior written notice thereof, such\npolicy shall be on a replacement cost basis, with a waiver of depreciation, in\nan amount not less than that necessary to comply with any coinsurance percentage\nstipulated in the policy, but not less than one hundred percent (100%) of the\ninsurable value (based upon replacement cost) of each Individual Property and\nthe deductible clause, if any, of the fire and extended coverage policy may not\nexceed the lesser of one percent (1%) of the face amount of the policy or\n$1,000.00; (iii) loss or damage by flood, if each Individual Property is in an\narea designated by the Secretary of Housing and Urban Development as an area\nhaving special flood hazards, in an amount equal to the principal amount of the\nNote or the maximum amount available under the Flood Disaster Protection Act of\n1973, and regulations issued pursuant thereto, as amended from time to time,\nwhichever is less, in form complying with the \"insurance purchase requirement\"\nof that Act; and (iv) such other insurance and endorsements, if any, as Lender\nmay require from time to time, or which is required by the Loan Documents.\nBorrower shall cause all insurance (except general public liability insurance)\ncarried in accordance with this paragraph 5 to be payable to Lender as a\nmortgagee and not as a coninsured, and, in the case of all policies of insurance\ncarried by each lessee for the benefit of Borrower, if any, to cause all such\npolicies to be payable to Lender as Lender's interest may appear. All premiums\non insurance policies shall be paid, in the manner provided under paragraph 2\nhereof, or in such other manner as Lender may designate in writing.\n\n     All insurance policies and renewals thereof shall be in a form acceptable\nto Lender and shall include a standard mortgage clause in favor of and in form\nacceptable to Lender. Lender shall have the right to hold the policies, and\nBorrower shall promptly furnish to Lender all renewal notices and all receipts\nof paid premiums. At least thirty (30) days prior to the expiration date of a\npolicy, Borrower shall deliver to Lender a renewal policy in form satisfactory\nto Lender. If this Instrument is on a leasehold, Borrower shall furnish Lender a\nduplicate of all policies, renewal notices, renewal policies and receipts of\npaid premiums if, by virtue of the ground lease, the originals thereof may not\nbe supplied by Borrower to Lender.\n\n     In the event of loss, Borrower shall give immediate written notice to the\ninsurance carrier and to Lender. Borrower hereby authorizes and empowers Lender\nas attorney-in-fact for Borrower to make proof of loss, to adjust and compromise\nany claim under insurance policies, to appear in and prosecute any action\narising from such insurance policies, to collect and receive insurance proceeds,\nand to deduct therefrom Lender's expenses incurred in the collection of such\nproceeds; provided however, that nothing contained in this paragraph 5 shall\nrequire Lender to incur any expense or take any action hereunder. Borrower\nfurther authorizes Lender, at Lender's option, (a) to hold the balance of such\nproceeds to be used to reimburse Borrower for the cost of reconstruction or\nrepair of the affected Individual Property or (b) subject to the immediately\nfollowing paragraph, to apply such proceeds to the payment of the sums secured\nby this\n\n                                      -6-\n\n \nInstrument whether or not then due, in the order of application set forth in\nparagraph 3 hereof (subject, however, to the rights of the lessor under the\nground lease if this instrument is on a leasehold).\n\n     Lender shall not exercise Lender's option to apply insurance proceeds to\nthe payment of the sums secured by this Instrument if all of the following\nconditions are met: (i) Borrower is not in breach or default of any covenant or\nagreement of this Instrument, the Note or any other Loan Document; (ii) Lender\ndetermines that there will be sufficient funds to restore and repair the\naffected Individual Property to the Pre-existing Condition (as hereinafter\ndefined); (iii) Lender agrees in writing that the rental income of the affected\nIndividual Property, after restoration and repair of the affected Individual\nProperty to the Pre-existing Condition, will be sufficient to meet all operating\ncosts and other expenses, payments for reserves and loan repayment obligations\n(including any obligations under any permitted subordinate financing) relating\nto the affected Individual Property and maintain a debt service coverage ratio\nof at least 1.10 to 1.0; (iv) Lender determines that restoration and repair of\nthe affected Individual Property to the Pre-existing Condition will be completed\nwithin one year of the date of the loss or casualty to the affected Individual\nProperty, but in no event later than six months prior to the Maturity Date; (v)\nless than fifty percent (50%) of the total floor area of the improvements has\nbeen damaged, destroyed or rendered unusable as a result of such fire or other\ncasualty; (vi) tenant leases demising in the aggregate at least fifty percent\n(50%) of the total rentable space in the affected Individual Property and in\neffect as of the date of the occurrence of such fire or other casualty remain in\nfull force and effect during and after the completion of the restoration and\nrepair of the affected Individual Property and Borrower furnishes to Lender\nevidence satisfactory to Lender that said tenants shall continue to operate\ntheir respective businesses at the affected Individual Property notwithstanding\nthe occurrence of any such fire or other casualty; and (vii) Lender is\nreasonably satisfied that the affected Individual Property can be restored and\nrepaired as nearly as possible to the condition it was immediately prior to such\ncasualty and in compliance with all applicable zoning, building and other laws\nand codes (the \"Pre-existing Condition\"). If Lender elects to make the insurance\nproceeds available for the restoration and repair of the affected Individual\nProperty, Borrower agrees that, if any time during the restoration and repair,\nthe cost of completing such restoration and repair, as determined by Lender,\nexceeds the undisbursed insurance proceeds, Borrower shall, immediately upon\ndemand by Lender, deposit the amount of such excess with Lender, and Lender\nshall first disburse such deposit to pay for the costs of such restoration and\nrepair on the same terms and conditions as the insurance proceeds are disbursed.\n\n     If the insurance proceeds are held by Lender to reimburse Borrower for the\ncost of restoration and repair of the affected Individual Property, the affected\nIndividual Property shall be restored to the equivalent of its original\ncondition or such other condition as Lender may approve in writing. Lender may,\nat Lender's option, condition disbursement of said proceeds on Lender's approval\nof such plans and specifications of an architect satisfactory to Lender,\ncontractor's cost estimates, architect's certificates, waivers of liens, sworn\nstatements of mechanics and such other evidence of costs, percentage completion\nof construction, application of payments; and satisfaction of liens as Lender\nmay reasonably require. If the insurance proceeds are applied to the payment of\nthe sums secured by this Instrument, any such application\n\n                                      -7-\n\n \nof proceeds to principal shall not extend or postpone the due dates of the\nmonthly installments referred to in paragraphs 1 and 2 hereof or change the\namounts of such installments. If the affected Individual Property is sold\npursuant to paragraph 27 hereof or if Lender acquires title to the affected\nIndividual Property, Lender shall have all of the right, title and interest of\nBorrower in and to any insurance policies and unearned premiums thereon and in\nand to the proceeds resulting from any damage to the affected Individual\nProperty prior to such sale or acquisition.\n\n6.   PRESERVATION AND MAINTENANCE OF PROPERTY; LEASEHOLDS. Borrower (a) shall\nnot commit waste or permit impairment or deterioration of the property, (b)\nshall not abandon the Property, (c) shall restore or repair promptly and in a\ngood and workmanlike manner all or any part of the Property to the equivalent of\nits original condition, or such other condition as Lender may approve in\nwriting, in the event of any damage, injury or loss thereto, whether or not\ninsurance proceeds are available to cover in whole or in part the costs of such\nrestoration or repair, (d) shall keep the Property, including improvements,\nfixtures, equipment, machinery and appliance thereon in good repair and shall\nreplace fixtures, equipment, machinery and appliances on the Property when\nnecessary to keep such items in good repair, (e) shall comply with all laws,\nordinances, regulations and requirements of any governmental body applicable to\nthe Property, (f) shall provide for professional management of the Property by a\nrental property manager satisfactory to Lender unless such requirement shall be\nwaived by Lender in writing (it being acknowledged and approved by Lender that\nthe Property is currently managed by Borrower), (g) shall generally operate and\nmaintain the Property in a manner to ensure maximum rentals, and (h) shall give\nnotice in writing to Lender of and, unless otherwise directed in writing by\nLender, appear in and defend any action or proceeding purporting to affect the\nProperty, the security of this Instrument or the rights or powers of Lender.\nNeither Borrower nor any tenant or other person shall remove, demolish or alter\nany improvement now existing or hereafter erected on the Property or any\nfixture, equipment, machinery or appliance in or on the Property except when\nincident to the replacement of fixtures, equipment, machinery and appliances\nwith items of like kind.\n\n     If this Instrument is on a leasehold, Borrower (i) shall comply with the\nprovisions of the ground lease, (ii) shall give immediate written notice to\nLender of any default by lessor under the ground lease or of any notice received\nby Borrower from such lessor or any default under the ground lease by Borrower,\n(iii) shall exercise any option to renew or extend the ground lease and give\nwritten confirmation thereof to Lender within thirty days after such option\nbecomes exercisable (iv) shall give immediate written notice to Lender of the\ncommencement of any remedial proceedings under the ground lease by any party\nthereto and, if required by Lender, shall permit Lender as borrower's attorney-\nin-fact to control and act for Borrower in any such remedial proceedings and (v)\nshall within thirty days after request by Lender obtain from the lessor under\nthe ground lease and deliver to Lender the lessor's estoppel certificate\nrequired thereunder, if any. Borrower hereby expressly transfers and assigns to\nLender the benefit of all covenants contained in the ground lease, whether or\nnot such covenants run with the land, but Lender shall have no liability with\nrespect to such covenants nor any other covenants contained in the ground lease.\n\n                                      -8-\n\n \n     Borrower shall not surrender the leasehold estate and interests herein\nconveyed nor terminate or cancel the ground lease creating said estate and\ninterests, and Borrower shall not, without the express written consent of\nLender, alter or amend said ground lease. Borrower covenants and agrees that\nthere shall not be a merger of the ground lease, or of the leasehold estate\ncreated thereby, with the fee estate covered by the ground lease by reason of\nsaid leasehold estate or said fee estate, or any part of either, coming into\ncommon ownership, unless Lender shall consent in writing to such merger, if\nBorrower shall acquire such fee estate, then this Instrument shall\nsimultaneously and without further action be spread so as to become a lien on\nsuch fee estate.\n\n7.   USE OF PROPERTY. Unless required by applicable law or unless Lender has\notherwise agreed in writing, Borrower shall not allow changes in the use for\nwhich all or any part of either Individual Property was intended at the time\nthis Instrument was executed. Borrower shall not subdivide either Individual\nProperty or initiate or acquiesce in a change in the zoning classification of\neither Individual Property without Lender's prior written consent.\n\n8.   PROTECTION OF LENDER'S SECURITY. If Borrower fails to perform the covenants\nand agreements contained in this Instrument, or if any action or proceeding is\ncommenced which affects the Property or title thereto or the interest of Lender\ntherein, including, but not limited to, eminent domain, insolvency, code\nenforcement, or arrangements or proceedings involving a bankruptcy or decedent,\nthen Lender at Lender's option may make such appearances, disburse such sums and\ntake such action as Lender deems necessary, in its sole discretion, to protect\nLender's interest, including, but not limited to, (i) disbursement of attorney's\nfees, (ii) entry upon the Property to make repairs, (iii) procurement of\nsatisfactory insurance as provided in paragraph 5 hereof, (iv) if this\nInstrument is on a leasehold, exercise of any option to renew or extend the\nground lease on behalf of Borrower and the curing of any default of Borrower in\nthe terms and conditions of the ground lease, and (v) the payment of any taxes\nand\/or assessments levied against the Property and then due and payable.\n\n     Any amounts disbursed by Lender pursuant to this paragraph 8, with interest\nthereon shall become additional indebtedness of Borrower secured by this\nInstrument. Unless Borrower and Lender agree to other terms of payment, such\namounts shall be immediately due and payable and shall bear interest from the\ndate of disbursement at the rate stated in the Note unless collection from\nBorrower of interest at such rate would be contrary to applicable law, in which\nevent such amounts shall bear interest at the highest rate which may be\ncollected from Borrower under applicable law. Borrower hereby covenants and\nagrees that Lender shall be subrogated to the lien of any mortgage or other lien\ndischarged, in whole or in part, by the indebtedness secured hereby. Nothing\ncontained in this paragraph 8 shall require Lender to incur any expense or take\nany action hereunder.\n\n9.   INSPECTION. Lender may make or cause to be made reasonable entries upon and\ninspections of the Property including, but not limited to, phase I and\/or phase\nII environmental audits and inspections which phase II inspections will not\nunreasonably disturb Borrower's use of the Property.\n\n                                      -9-\n\n \n10.  BOOKS AND RECORDS. Borrower shall keep and maintain at all times at\nBorrower's address stated below, or such other place as Lender may approve in\nwriting, complete and accurate books of accounts and records adequate to reflect\ncorrectly the results of the operation of the Property and copies of all written\ncontracts, leases and other instruments which affect the Property. Such books,\nrecords, contracts, leases and other instruments shall be subject to examination\nand inspection at any reasonable time by Lender during normal business hours and\nupon forty-eight (48) hours prior notice. Upon Lender's request, Borrower shall\nfurnish to Lender, within ninety (90) days after the end of Borrower's fiscal\nyear, and within ninety (90) days after the end of each three month quarter of\neach fiscal year of Borrower, a balance sheet, a statement of income and\nexpenses of the Property and a statement of changes in financial position, each\nin reasonable detail and certified by Borrower. Borrower shall furnish, together\nwith the foregoing financial statements and at any other time upon Lender's\nrequest, a rent schedule for the Property, certified by Borrower, showing the\nname of each tenant, and for each tenant, the space occupied, the lease\nexpiration date, the rent payable and the rent paid. In addition to the above\ndelivery of financial statements and rent schedule, Borrower shall deliver to\nLender updated versions of such financial statements at any other time upon\nLender's request, including monthly balance sheets and monthly statements of\nincome and expenses of the property, and current financial statements on all\nshareholders of Borrower having a twenty-five percent (25%) or greater ownership\ninterest in Borrower.\n\n11.  CONDEMNATION. Borrower shall promptly notify Lender of any action or\nproceeding relating to any condemnation or other taking, whether direct or\nindirect, of the Property, or part thereof, and Borrower shall appear in and\nprosecute any such action or proceeding unless otherwise directed by Lender in\nwriting. Borrower authorizes Lender, at Lender's option, as attorney-in-fact for\nBorrower, to commence, appear in and prosecute, in Lender's or Borrower's name,\nany action or proceeding relating to any condemnation or other taking of the\nProperty, whether direct or indirect, and to settle or compromise any claim in\nconnection with such condemnation or other taking. The proceeds of any award,\npayment or claim for damages, direct or consequential, in connection with any\ncondemnation or other taking, whether direct or indirect, of the Property, or\npart thereof, or for conveyances in lieu of condemnation, are hereby assigned to\nand shall be paid to Lender subject, if this Instrument is on a leasehold, to\nthe rights of lessor under the ground lease.\n\n     Borrower authorizes Lender to apply such awards, payments, proceeds or\ndamages, after the deduction of Lender's expenses incurred in the collection of\nsuch amounts, at Lender's option, to restoration or repair of the Property or to\npayment of the sums secured by this Instrument, whether or not then due, in the\norder of application set forth in paragraph 3 hereof, with the balance, if any,\nto Borrower. Unless Borrower and Lender otherwise agree in writing, any\napplication of proceeds to principal shall not extend or postpone the due date\nof the monthly installments referred to in paragraphs 1 and 2 hereof or change\nthe amount of such installments. Borrower agrees to execute such further\nevidence of assignment of any awards, proceeds, damages or claims arising in\nconnection with such condemnation or taking as Lender may require.\n\n                                      -10-\n\n \n12.  BORROWER AND LIEN NOT RELEASED. From time to time, Lender may, at Lender's\noption, without giving notice to or obtaining the consent of Borrower,\nBorrower's successors or assigns or of any junior lienholder or guarantors,\nwithout liability on Lender's part and notwithstanding Borrower's breach of any\ncovenant or agreement of Borrower in this Instrument, extend the time for\npayment of said indebtedness or any part thereof, reduce the payments thereon,\nrelease anyone liable on any of said indebtedness, accept a renewal note or\nnotes therefor, modify the terms and time of payment of said indebtedness,\nrelease from the lien of this Instrument any part of the Property, take or\nrelease other or additional security, reconvey any part of the Property, consent\nto any map or plan of the Property, consent to the granting of any easement,\njoin in any extension or subordination agreement, and agree in writing with\nBorrower to modify the rate of interest or period of amortization of the Note or\nchange the amount of the monthly installments payable thereunder. Any actions\ntaken by Lender pursuant to the terms of this paragraph 12 shall not affect the\nobligation of Borrower or Borrower's successors or assigns to pay the sums\nsecured by this Instrument and to observe the covenants of Borrower contained\nherein, shall not affect the guaranty of any person, corporation, partnership or\nother entity for payment of the indebtedness secured hereby, and shall not\naffect the lien or priority of lien hereof on the Property. Borrower shall pay\nLender a reasonable service charge, together with such title insurance premiums\nand attorney's fees as may be incurred at Lender's option, for any such action\nif taken at Borrower's request.\n\n13.  FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising\nany right or remedy hereunder, or otherwise afforded by applicable law, shall\nnot be a waiver of or preclude the exercise of any right or remedy. The\nacceptance by Lender of payment of any sum secured by this Instrument after the\ndue date of such payment shall not be a waiver of Lender's right to either\nrequire prompt payment when due of all other sums so secured or to declare a\ndefault for failure to make prompt payment. The procurement of insurance or the\npayment of taxes of other liens or charges by Lender shall not be a waiver of\nLender's right to accelerate the maturity of the indebtedness secured by this\nInstrument, nor shall Lender's receipt of any awards, proceeds or damages under\nparagraphs 5 and 11 hereof operate to cure or waive Borrower's default in\npayment of sums secured by this Instrument.\n\n14.  ESTOPPEL CERTIFICATE. Borrower shall within ten (10) days of a written\nrequest from Lender furnish Lender with a written statement, duly acknowledged,\nsetting forth the sums secured by this Instrument and any right of set-off,\ncounterclaim or other defense which exists against such sums and the obligations\nof this Instrument and attaching true, correct and complete copies of the Note,\nthis Instrument and any other Loan Documents and any and all modifications,\namendments and substitutions thereof.\n\n15.  UNIFORM COMMERCIAL CODE SECURITY AGREEMENT. This Instrument is intended to\nbe a security agreement pursuant to the Uniform Commercial Code for any of the\nitems specified above as part of the Property which, under applicable law, may\nbe subject to a security interest pursuant to the Uniform Commercial Code, and\nBorrower hereby grants Lender a security interest in said items. Borrower agrees\nthat Lender may file this Instrument, or a reproduction thereof, in the real\nestate records or other appropriate index, as a financing statement for any of\nthe items specified above as part of the Property. Any reproduction of this\n\n                                      -11-\n\n \nInstrument or of any other security agreement or financing statement shall be\nsufficient as a financing statement. In addition, Borrower agrees to execute and\ndeliver to Lender, upon Lender's request, any financing statements, as well as\nextensions, renewals and amendments thereof, and reproductions of this\nInstrument in such form as Lender may require to perfect a security interest\nwith respect to said items. Borrower shall pay all costs of filing such\nfinancing statements and any extensions, renewals, amendments and releases\nthereof, and shall pay all reasonable costs and expenses of any record searches\nfor financing statements Lender may reasonably require. Without the prior\nwritten consent of Lender, Borrower shall not create or suffer to be created\npursuant to the Uniform Commercial Code any other security interest in said\nitems, including replacements and additions thereto. Upon Borrower's breach of\nany covenant or agreement of Borrower contained in this Instrument, including\nthe covenants to pay when due all sums secured by this Instrument, Lender shall\nhave the remedies of a secured party under the Uniform Commercial Code and, at\nLender's option, may also invoke the remedies provided in paragraph 27 of this\nInstrument as to such items. In exercising any of said remedies, Lender may\nproceed against the items of real property and any items of personal property\nspecified above as part of the Property separately or together and in any order\nwhatsoever, without in any way affecting the availability of Lender's remedies\nunder the Uniform Commercial Code or of the remedies provided in paragraph 27 of\nthis Instrument.\n\n16.  LEASES OF THE PROPERTY. As used in this paragraph 16, the word \"lease\"\nshall mean \"sublease\" if this Instrument is on a leasehold. Borrower shall\ncomply with and observe Borrower's obligations as landlord under all leases of\nthe Property or any part thereof. Borrower will not lease any portion of (a)\nMortgaged Parcel 1 for non-office use or (b) Mortgaged Parcel 2 for non-\ncommercial use except with the prior written approval of Lender. Borrower may\nexecute or modify, without Lender's prior written consent, any lease of space at\neither Individual Property now existing or hereafter made which affects nor more\nthan 25% of the gross feasible area of the affected Individual Property and\nprovided the term of such lease is less than 5 years (an \"Exempt Lease\"),\nprovided such lease:\n\n          (i)   is on a standard lease form pre-approved by Lender;\n\n          (ii)  is at a net effective rent (after taking into account any free\n                rent, construction allowances or other concessions granted by\n                landlord) no less than the current actual rent or fair market\n                rent then prevailing for similar properties and leases in the\n                market area;\n\n          (iii) contains rent or other concessions which are customary and\n                reasonable for similar properties and leases in the market area;\n\n          (iv)  represents a bona fide arm's length transaction;\n\n          (v)   does not permit any use which would violate any provision of any\n                existing lease or is otherwise inconsistent with the uses and\n                quality of existing tenants;\n\n          (vi)  is provided to Lender within ten (10) days after execution;\n\n                                      -12-\n\n \n          (vii)   as modified or amended does not become a lease which fails to\n                  satisfy the criteria for an Exempt Lease pursuant to this\n                  paragraph 16;\n\n          (viii)  as modified or amended does not materially modify the\n                  financial terms of Borrower's standard form of lease or\n                  materially reduce the rights and remedies of the Borrower or\n                  Lender under said standard lease;\n\n          (ix)    is subordinate by its terms to this Instrument; provides that\n                  the tenant thereunder is required to attorn to Lender, such\n                  attornment to be effective upon Lender's acquisition of title\n                  to the Property; that the tenant agrees to execute such\n                  further evidences of attornment as Lender may from time to\n                  time request; that the attornment of the tenant shall not be\n                  terminated by foreclosure; that in no event shall Lender, as\n                  holder of this Instrument or as successor landlord, be liable\n                  to the tenant for any act or omission of any prior landlord or\n                  for any liability or obligation of any prior landlord\n                  occurring prior to the date that Lender or any subsequent\n                  owner acquire title to the Property; and that Lender may, at\n                  Lender's option, accept or reject such attornment.\n\n     Borrower shall be required to obtain Lender's consent, which shall not be\nunreasonably withheld, for any lease and subleases at the Property other than an\nExempt Lease. The request for approval of each such proposed lease shall be made\nto Lender in writing and Borrower shall furnish to Lender (and any loan servicer\nspecified from time to time by Lender): (i) such biographical and financial\ninformation about the proposed tenant as Lender may require in conjunction with\nits review, (ii) a copy of the proposed form of lease, and (iii) a summary of\nthe material terms of such proposed lease (including, without limitation, rental\nterms and the term of the proposed lease and any options).\n\n     Borrower, at Lender's request, shall furnish Lender with executed copies of\nall leases hereafter made of all or any part of the Property, and all leases\nhereafter entered into will be in form and substance subject to the approval of\nLender. All leases of the Property or a separate agreement in recordable form\nand substance satisfactory to Lender shall specifically provide that such leases\nare subordinate to this Instrument; that the tenant attorns to Lender, such\nattornment to be effective upon Lender's acquisition of title to the Property;\nthat the tenant agrees to execute such further evidences of attornment as Lender\nmay from time to time request; that the attornment of the tenant shall not be\nterminated by foreclosure; that in no event shall Lender, as holder of this\nInstrument or as successor landlord, be liable to the tenant for any act or\nomission of any prior landlord or for any Property; and that Lender may, at\nLender's option, accept or reject such attornments. Except as otherwise provided\nin this paragraph 16, Borrower shall not, without Lender's written consent,\nexecute, modify, surrender or terminate, either orally or in writing, any lease\nnow existing or hereafter made of all or any part of the Property, permit an\nassignment or sublease of a lease without Lender's written consent, or request\nor consent to the subordination of any lease of all or any part of the Property\nto any lien subordinate to this Instrument. If Borrower becomes aware that any\ntenant proposes to do, or is doing, any act or thing which may give rise to any\nright of set-off against rent, Borrower shall (i) take such steps\n\n                                      -13-\n\n \nas shall be reasonably calculated to prevent the accrual of any right to a set-\noff against rent, (ii) notify Lender thereof and of the amount of said set-offs,\nand (iii) within ten (10) days after such accrual, reimburse the tenant who\nshall have acquired such right to set-off or take such other steps as shall\neffectively discharge such set-off and as shall assure that rents thereafter due\nshall continue to be payable without set-off or deduction.\n\n     Upon Lender's request, Borrower shall absolutely assign to Lender, by\nwritten instrument satisfactory to Lender, all leases now existing or hereafter\nmade of all or any part of the Property and all security deposits made by\ntenants in connection with such leases of the Property. Upon assignment by\nBorrower to Lender of any leases of the Property, Lender shall have all of the\nrights and powers possessed by Borrower prior to such assignment and Lender\nshall have the right to modify, extend or terminate such existing leases and to\nexecute new leases, in Lender's sole discretion.\n\n17.  REMEDIES CUMULATIVE. Each remedy provided in this Instrument is distinct\nand cumulative to all other rights or remedies under this Instrument or afforded\nby law or equity, and may be exercised concurrently, independently, or\nsuccessively, in any order whatsoever.\n\n18.  ACCELERATION IN CASE OF BORROWER'S INSOLVENCY. If Borrower shall\nvoluntarily file a petition under Title 11 of the U.S. Code (the \"Act\"), as such\nAct may from time to time be amended, or under any similar or successor Federal\nstatute relating to bankruptcy, insolvency, arrangements or reorganizations, or\nunder any state bankruptcy or insolvency act, or file an answer in any\ninvoluntary proceeding admitting insolvency or inability to pay debts, or if\nBorrower shall fail to obtain a vacation or stay of involuntary proceedings\nbrought for the reorganization, dissolution or liquidation of Borrower, within\none hundred and twenty (120) days of the filing of such involuntary proceeding,\nor if Borrower shall be adjudged a bankrupt, or if a trustee or receiver shall\nbe appointed for Borrower or Borrower's property, or if the Property shall\nbecome subject to the jurisdiction of a Federal bankruptcy court or similar\nstate court, or if Borrower shall make an assignment for the benefit of\nBorrower's creditors, or if there is an attachment, execution or other judicial\nseizure of any portion of Borrower's assets and such seizure is not discharged\nwithin ten (10) days, then Lender may, at Lender's option, declare all of the\nsums secured by this Instrument to be immediately due and payable without prior\nnotice to Borrower, and Lender may invoke any remedies permitted by paragraph 27\nof this Instrument. Any reasonable attorney's fees and other expenses incurred\nby Lender in connection with Borrower's bankruptcy or any of the other aforesaid\nevents shall be additional indebtedness of Borrower secured by this Instrument\npursuant to paragraph 8 hereof.\n\n19.  TRANSFERS OF THE PROPERTY OR BENEFICIAL INTERESTS IN BORROWER.\n\n     (a) Except as provided in subparagraph (c) of this paragraph 19, upon the\nsale or transfer of (i) all or any part of the Property, or any interest\ntherein, or (ii) beneficial interests in Borrower (if Borrower is not a natural\nperson or persons but is a corporation, partnership, trust or other legal\nentity), Lender may, at Lender's option, declare all of the sums secured by this\n\n                                      -14-\n\n \nInstrument to be immediately due and payable, and Lender may invoke any remedies\npermitted by paragraph 27 of this Instrument.\n\n     (b) For purposes of this paragraph 19, a sale or transfer of a beneficial\ninterest in Borrower shall be deemed to include, but is not limited to:\n\n         (i)   if Borrower or any general partner of Borrower is a corporation\n               or limited liability company, the voluntary or involuntary sale,\n               conveyance, transfer or pledge of a majority of such\n               corporation's or limited liability company's stock (or the stock\n               of any corporation directly or indirectly controlling such\n               corporation or limited liability company by operation of law or\n               otherwise) or the creation or issuance of new stock by which an\n               aggregate of more than 49% of such corporation's or limited\n               liability company's stock shall be vested in a party or parties\n               who are not now stockholders;\n\n         (ii)  if Borrower is a limited liability company, the change, removal\n               or resignation of a managing member;\n\n         (iii) if Borrower, or any general partner of Borrower, is a limited\n               or general partnership, the change, removal or resignation of a\n               general partner or managing partner or the transfer or pledge of\n               the partnership interest of any general partner or managing\n               partner or any profits or proceeds relating to such partnership\n               interest;\n\n         (iv)  if Borrower is a limited partnership, the transfer or pledge of a\n               majority of the limited partnership interests which in the\n               aggregate constitute more than a 49% interest in Borrower, or any\n               profits or proceeds relating to such limited partnership\n               interests.\n\n     (c) Notwithstanding the foregoing, the following shall not be deemed a sale\nor transfer of a beneficial interest in Borrower for purposes of this paragraph\n19:\n\n         (i)   a transfer of less than a 49% interest in Borrower, or any\n               partner, shareholder or member of Borrower, by devise, descent or\n               by operation of law upon the death of a partner, member or\n               stockholder of Borrower;\n\n         (ii)  a transfer of a limited partner, shareholder or non-managing\n               member interest in Borrower for estate planning purposes to an\n               immediate family member of such limited partner, shareholder or\n               member, or a trust for the benefit of an immediate family member;\n               or\n\n         (iii) a transfer of a general partner or managing member interest in\n               Borrower for estate planning purposes to an immediate family\n               member of such partner or member, or a trust for the benefit of\n               an immediate family member, subject to obtaining Lender's prior\n               written consent, which \n\n                                      -15-\n\n \n               consent shall not be unreasonably withheld subject to the\n               criteria set forth in subparagraph (b) of paragraph 35 of this\n               Instrument.\n\n     See paragraph 35 of this Instrument.\n\n20.  NOTICE. Except for any notice required under applicable law to be given in\nanother manner, (a) any notice to Borrower provided for in this Instrument or in\nthe Note shall be given by mailing such notice by certified mail addressed to\nBorrower at Borrower's address stated above or at such other address as Borrower\nmay designate by notice to Lender as provided herein, and (b) any notice to\nLender shall be given by certified mail, return receipt requested, to Lender's\naddress stated herein or to such other address as Lender may designate by notice\nto Borrower as provided herein. Any notice provided for in this Instrument or in\nthe Note shall be deemed to have been given to Borrower or Lender when given in\nthe manner designated herein.\n\n21.  SUCCESSORS AND ASSIGNS BOUND; JOINT AND SEVERAL LIABILITY; AGENTS;\nCAPTIONS. The covenants and agreements herein contained shall bind, and the\nrights hereunder shall inure to, the respective successors and assigns of Lender\nand Borrower, subject to the provisions of paragraph 19 hereof. All covenants\nand agreements of Borrower shall be joint and several. In exercising any rights\nhereunder or taking any actions provided for herein, Lender may act through its\nemployees, agents or independent contractors as authorized by Lender. The\ncaptions and headings of the paragraphs of this Instrument are for convenience\nonly and are not to be used to interpret or define the provisions hereof.\n\n22.  UNIFORM INSTRUMENT; GOVERNING LAW; SEVERABILITY. This form of instrument\ncombines uniform covenants for national use and non-uniform covenants with\nlimited variations by jurisdiction to constitute a uniform security instrument\ncovering real property and related fixtures and personal property. This\nInstrument shall be governed by the law of the jurisdiction in which the\nProperty is located. In the event that any provision of this Instrument or the\nNote conflicts with applicable law, such conflict shall not affect other\nprovisions of this Instrument or the Note which can be given effect without the\nconflicting provisions, and to this end the provisions of this Instrument and\nthe Note are declared to be severable. In the event that any applicable law\nlimiting the amount of interest or other charges permitted to be collected from\nBorrower is interpreted so that any charge provided for in this Instrument or in\nthe Note, whether considered separately or together with other charges levied in\nconnection with this Instrument and the Note, violates such law, and Borrower is\nentitled to the benefit of such law, such charge is hereby reduced to the extent\nnecessary to eliminate such violation. The amounts, if any, previously paid to\nLender in excess of the amounts payable to Lender pursuant to such charges as\nreduced shall be applied by Lender to reduce the principal of the indebtedness\nevidenced by the Note. For the purposes of determining whether any applicable\nlaw limiting the amount of interest or other charges permitted to be collected\nfrom Borrower has been violated, all indebtedness which is secured by this\nInstrument or evidenced by the Note and which constitutes interest, as well as\nall other charges levied in connection with such indebtedness which constitute\ninterest, shall be deemed to be allocated and spread over the stated term of the\nNote. Unless otherwise required by applicable law, such allocation and spreading\nshall be effected in such a\n\n                                      -16-\n\n \nmanner that the rate of interest computed thereby is uniform throughout the\nstated term of the Note.\n\n23.  WAIVER OF STATUTE OF LIMITATIONS. Borrower hereby waives the right to\nassert any statute of limitations as a bar to the enforcement of the lien of\nthis instrument or to any action brought to enforce the Note or any other\nobligation secured by this Instrument.\n\n24.  WAIVER OF MARSHALLING. Notwithstanding the existence of any other security\ninterest in the Property held by Lender or by any other party, Lender shall have\nthe right to determine the order in which any or all of the Property shall be\nsubjected to the remedies provided herein. Lender shall have the right to\ndetermine the order in which any or all portions of the indebtedness secured\nhereby are satisfied from the proceeds realized upon the exercise of the\nremedies provided herein. Borrower, any party who consents to this Instrument\nand any party who now or hereafter acquires a security interest in the Property\nand who has actual or constructive notice hereof hereby waives any and all right\nto require the marshalling of assets in connection with the exercise of any of\nthe remedies permitted by applicable law or provided herein.\n\n25.  INTENTIONALLY OMITTED.\n\n26.  ASSIGNMENT OF RENTS; APPOINTMENT OF RECEIVER; LENDER IN POSSESSION. As part\nof the consideration for the indebtedness evidenced by the Note, Borrower hereby\nabsolutely and unconditionally assigns and transfers to Lender all the rents and\nrevenues of the Property, including those now due, past due, or to become due by\nvirtue of any lease or other agreement for the occupancy or use of all or any\npart of the Property, regardless of to whom the rents and revenues of the\nProperty are payable. Borrower hereby authorizes Lender or Lender's agents to\ncollect the aforesaid rents and revenues and hereby directs each tenant of the\nProperty to pay such rents to Lender or Lender's agents; provided, however, that\nprior to written notice given by Lender to Borrower of the breach by Borrower of\nany covenant or agreement of Borrower in this Instrument or any other Loan\nDocument, Borrower shall collect and receive all rents and revenues of the\nProperty as trustee for the benefit of Lender and Borrower, to apply the rents\nand revenues so collected to the sums secured by this instrument in the order\nprovided in paragraph 3 hereof with the balance, so long as no such breach has\noccurred, to the account of Borrower, it being intended by Borrower and Lender\nthat this assignment of rents constitutes an absolute assignment and not an\nassignment for additional security only. Upon delivery of written notice by\nLender to Borrower of the breach by Borrower of any covenant or agreement of\nBorrower in this Instrument, and without the necessity of Lender entering upon\nand taking and maintaining full control of the Property in person, by agent or\nby a court-appointed receiver, Lender shall immediately be entitled to\npossession of all rents and revenues of the Property as specified in this\nparagraph 26 as the same become due and payable, including, but not limited to,\nrents then due and unpaid, and all such rents shall immediately upon delivery of\nsuch notice be held by Borrower as trustee for the benefit of Lender only;\nprovided, however, that the written notice by Lender to Borrower of the breach\nby Borrower shall contain a statement that Lender exercises its rights to such\nrents. Borrower agrees that commencing upon delivery of such written notice of\nBorrower's breach by Lender to\n\n                                      -17-\n\n \nBorrower, each tenant of the Property shall make such rents payable to and pay\nsuch rents to Lender or Lender's agents on Lender's written demand to each\ntenant therefor, delivered to each tenant personally, by mail or by delivering\nsuch demand to each retail store, without any liability on the part of said\ntenant to inquire further as to the existence of a default by Borrower.\n\n     Borrower hereby covenants that Borrower has not executed any prior\nassignment of said rents, that Borrower has not performed, and will not perform,\nany acts or has not executed, and will not execute, any instrument which would\nprevent Lender from exercising its rights under this paragraph 26, and that at\nthe time of execution of this Instrument there has been no anticipation or\nprepayment of any of the rents of the Property for more than one month prior to\nthe due dates of such rents. Borrower covenants that Borrower will not hereafter\ncollect or accept payment of any rents of the Property more than one month prior\nto the due dates of such rents. Borrower further covenants that Borrower will\nexecute and deliver to Lender such further assignments of rents and revenues of\nthe Property as Lender may from time to time request.\n\n     Upon Borrower's breach of any covenant or agreement of Borrower in this\nInstrument, or upon Borrower's breach of any material covenant of Borrower as\nlandlord or lessor under any lease, Lender shall be entitled to the appointment\nof a receiver for the Property, without notice to Borrower or any other person\nor entity and Lender may in person, by agent or by a court-appointed receiver,\nregardless of the adequacy of Lender's security, enter upon and take and\nmaintain full control of the Property in order to perform all acts necessary and\nappropriate for the operation and maintenance thereof including, but not limited\nto, the execution, cancellation or modification of leases, the collection of all\nrents and revenues of the Property, the enforcement or fulfillment of any terms,\ncondition or provision of any lease, the making of repairs to the Property and\nthe execution or termination of contracts providing for the management or\nmaintenance of the Property, all on such terms as are deemed best to protect the\nsecurity of this Instrument. In the event Lender elects to seek the appointment\nof a receiver for the Property upon Borrower's breach of any covenant or\nagreement of Borrower in this Instrument, Borrower hereby expressly consents to\nthe appointment of such receiver. Lender or the receiver shall be entitled to\nreceive a reasonable fee for so managing the Property.\n\n     All rents and revenues collected subsequent to delivery of written notice\nby Lender to Borrower of the breach by Borrower of any covenant or agreement of\nBorrower in this Instrument shall be applied first to the costs, if any, of\ntaking control of and managing the Property and collecting the rents, including,\nbut not limited to, attorney's fees, receiver's fees, premiums on receiver's\nbonds, costs of repairs to the Property, premiums on insurance polices, taxes,\nassessments and other charges on the Property, and the costs of discharging any\nobligation or liability of Borrower as lessor or landlord of the Property and\nthen to the sums secured by this Instrument. Lender or the receiver shall have\naccess to the books and records used in the operation and maintenance of the\nProperty and shall be liable to account only for those rents actually received.\nLender shall not be liable to Borrower, anyone claiming under or through\nBorrower or anyone having an interest in the Property by reason of anything done\nor left undone by Lender under this paragraph 26.\n\n                                      -18-\n\n \n     If the rents of the Property are not sufficient to meet the costs, if any,\nof taking control of and managing the Property and collecting the rents, any\nfunds expended by Lender for such purposes shall become indebtedness of Borrower\nto Lender secured by this Instrument pursuant to paragraph 8 hereof. Unless\nLender and Borrower agree in writing to other terms of payment, such amounts\nshall be payable upon notice from Lender to Borrower requesting payment thereof\nand shall bear interest from the date of disbursement at the rate stated in the\nNote unless payment of interest at such rate would be contrary to applicable\nlaw, in which event such amounts shall bear interest at the highest rate which\nmay be collected from Borrower under applicable law.\n\n     Any entering upon and taking and maintaining of control of the Property by\nLender or the receiver and any application of rents as provided herein shall not\ncure or waive any default hereunder or invalidate any other right or remedy of\nLender under applicable law or provided herein. This assignment of rents of the\nProperty shall terminate at such time as this Instrument ceases to secure\nindebtedness held by Lender.\n\nNON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as\nfollows:\n\n27.  ACCELERATION UPON DEFAULT; ADDITIONAL REMEDIES. Upon Borrower's breach of\nany representation, covenant or agreement of Borrower in this Instrument, the\nNote, the Environmental Indemnity Agreement, or any other Loan Document,\nincluding, but not limited to, the covenants to pay when due any sums secured by\nthis Instrument, Lender, at Lender's option, may declare all of the sums secured\nby this Instrument to be immediately due and payable without further demand, and\nmay invoke the power of sale and any other remedies permitted by applicable law\nor provided herein. Borrower acknowledges that the power of sale herein granted\nmay be exercised by Lender without prior judicial hearing. Borrower has the\nright to bring an action to assert the non-existence of a breach or any other\ndefense of Borrower to acceleration and sale. Lender shall be entitled to\ncollect all costs and expenses incurred in pursuing such remedies, including,\nbut not limited to, attorney's fees and costs of documentary evidence, abstracts\nand title reports.\n\n     Notwithstanding the foregoing, Lender shall not invoke any remedy provided\nhereunder, under the Loan Documents, at law or in equity upon Borrower's breach\nof a non-monetary representation, covenant, or agreement of Borrower in this\nInstrument, the Note, the Environmental Indemnity Agreement or any other Loan\nDocument, other than a breach of paragraphs 5, 19, 32(k), 32(l) or 32(n) of this\nInstrument, or paragraph 2 of the Environmental Indemnity Agreement, provided\nBorrower shall have, on or before the date that is ten (10) days after\nBorrower's receipt of notice thereof, cured such default or, if such default\ncannot be cured within such ten (10) day period, Borrower shall have commenced\nto cure within such ten (10) day period and is taking all actions required to\ndiligently cure such default and such default is cured on or before the date\nthat is thirty (30) days after Borrower's receipt of a notice to cure such\ndefault.\n\n     In the event that one or more of the events of default as above provided\nshall occur, the remedies available to Lender shall include, but not necessarily\nbe limited to, any one or more of the following:\n\n                                      -19-\n\n \n     (a) Lender may declare the entire unpaid balance of the Note, together with\nall accrued interest thereon, immediately due and payable without notice.\n\n     (b) Lender may take immediate possession of the Property or any part\nthereof (which Borrower agrees to surrender to Lender) and manage, control or\nlease the same to such person or persons and at such rental as it may deem\nproper; and collect, with or without taking possession of the Property, all the\nrents, issues and profits therefrom, including those past due as well as those\nthereafter accruing, with the right in Lender to cancel any lease, sublease or\ntenancy for any cause which would entitle Borrower to cancel the same; to make\nsuch expenditures for maintenance, repairs and costs of operation as it may deem\nadvisable; and after deducting the cost thereof and a commission of [five\npercent (5%)] upon the gross amounts of rents collected, to apply the residue to\nthe payment of any sums which are unpaid hereunder or under the Note. The taking\nof possession and\/or the collection of rents under this paragraph shall not\nprevent concurrent or later proceedings for the foreclosure of the Property as\nprovided elsewhere herein.\n\n     (c) Lender may apply to any court of competent jurisdiction for the\nappointment of a receiver or similar official to manage and operate the\nProperty, or any part thereof, and to apply the net rents, issues, and profits\ntherefrom to the payment of the interest and the principal of the Note and any\nother obligations of Borrower to Lender hereunder. In the event of such\napplication, Borrower consents to the appointment of such receiver or similar\nofficial and agrees that such receiver or similar official may be appointed\nwithout notice to Borrower, without regard to the adequacy of any security for\nthe debt and without regard to the solvency of Borrower or any other person,\nfirm or corporation who or which may be liable for the payment of the Note or\nany other obligation of Borrower hereunder.\n\n     (d) Lender may exercise any or all of the remedies available to a secured\nparty under the Connecticut Uniform Commercial Code, including, but not limited\nto:\n\n         (i)   Either personally or by means of a court appointed receiver, to\n               take possession of all or any of the Collateral and exclude\n               therefrom Borrower and all others claiming under Borrower, and\n               thereafter to hold, store, use, operate, manage, maintain and\n               control, make repairs, replacements, alterations, additions and\n               improvements to and exercise all rights and powers of Borrower in\n               respect to the Collateral or any part thereof. In the event\n               Lender demands or attempts to take possession of the Collateral\n               in the exercise of any rights under any of the instruments which\n               secure the Note, Borrower promises and agrees to promptly turn\n               over and deliver complete possession thereof to Lender;\n\n         (ii)  Without notice to or demand upon Borrower, to make such payments\n               and do such acts as Lender may deem necessary to protect its\n               security interest in the Collateral, including without\n               limitation, paying, purchasing, contesting or compromising any\n               encumbrance, charge or lien which is prior to or superior to the\n               security interest granted hereunder, and in\n\n                                      -20-\n\n \n               exercising any such powers or authority to pay all expenses\n               incurred in connection therewith;\n\n         (iii) To require Borrower to assemble the Collateral or any portion\n               thereof at a place designated by Lender and reasonably convenient\n               to both parties, and promptly to deliver such Collateral to\n               Lender, or an agent or representative designated by it.  Lender,\n               and its agents and representatives shall have the right to enter\n               upon any or all of Borrower's premises and property to exercise\n               Lender's rights hereunder;\n\n         (iv)  To sell, lease or otherwise dispose of the Collateral at public\n               sale, with or without having the Collateral at the place of sale,\n               and upon such terms and in such manner as Lender may determine.\n               Lender may be a purchaser at any such sale, and unless the\n               collateral are perishable or threaten to decline speedily in\n               value or are of a type customarily sold on a recognized market,\n               Lender shall give Borrower at least ten (10) days' prior written\n               notice of the time and place of any public sale of the collateral\n               or other intended disposition thereof.  Such notice may be mailed\n               to Borrower at the address hereinafter set forth for notice.\n\n     (e) Lender shall have the right to foreclose the Instrument and in an\naction or proceeding to foreclosure the Instrument, the Property may be\nforeclosed in parts or as an entirety.\n\n     Additional Provisions. Borrower expressly agrees as follows:\n     ---------------------                                        \n\n     (f) All remedies available to Lender with respect to the Instrument shall\nbe cumulative and may be pursued concurrently or successively.  No delay by\nLender in exercising any such remedy shall operate as a waiver thereof or\npreclude the exercise thereof during the continuance of that or any subsequent\ndefault.\n\n     (g) The obtaining of a judgment or decree on the Note, shall not in any\nmanner affect the lien of the Instrument upon the Property, and the debt\nrepresented by said judgment or decree shall be secured hereby to the same\nextent as the Note is now secured.\n\n     (h) The only limitation upon the foregoing agreements as to the exercise of\nLender's remedies is that there shall be but one full and complete satisfaction\nof the indebtedness secured hereby.\n\n     Remedies Not Exclusive. Lender shall be entitled to enforce payment of any\n     ----------------------                                                     \nindebtedness secured hereby and performance of all obligations contained herein\nand to exercise all rights and powers under the Instrument or the Note or under\nany other agreement of Borrower or any laws now or hereafter in force,\nnotwithstanding that some of all of the said indebtedness and obligations\nsecured hereby may now or hereafter be otherwise secured, whether by mortgage,\ndeed of trust, pledge, lien, assignment or otherwise. Neither the acceptance of\nthe Instrument nor its enforcement shall prejudice or in any manner affect\nLender's right to realize\n\n                                      -21-\n\n \nupon or enforce any other security now or hereafter held by Lender, it being\nagreed that Lender shall be entitled to enforce the Instrument and any other\nsecurity now or hereafter held by Lender in such order and manner as Lender may\nin its absolute discretion determine. No remedy herein conferred upon or\nreserved to Lender is intended to be exclusive of any other remedy herein or by\nlaw provided or permitted, but each shall be cumulative and shall be in addition\nto every other remedy given hereunder or now or hereafter existing at law or in\nequity or by statute. Every power or remedy given to Lender or to which it\notherwise may be entitled may be exercised, concurrently or independently, from\ntime to time and as often as may be deemed expedient by Lender and it may pursue\ninconsistent remedies.\n\n     See paragraph 34 of this Instrument.\n\n28.  RELEASE. Upon payment of all sums secured by this Instrument, Lender shall\nrelease this Instrument. Borrower shall pay Lender's $100 for the release of\nthis Instrument.\n\n29.  ATTORNEY'S FEES. As used in this Instrument and in the Note, \"attorney's\nfees\" shall include reasonable attorney's fees, if any, which may be awarded by\nan appellate court.\n\n30.  NONRECOURSE LOAN. Subject to the qualifications below in this paragraph,\nthe Borrower shall be liable for payment and performance of all of the\nobligations, covenants and agreements of the Borrower under the Note, this\nInstrument, the Assignment of Leases and Rents (herein so-called), dated of even\ndate herewith, executed by Borrower to Lender, the Environmental Indemnity\nAgreement dated of even date herewith, executed by Borrower and Lender, and all\nother instruments and documents evidencing, securing or governing the terms of\nthe loan (the \"Loan\") evidenced by the Note (collectively, the \"Loan\nDocuments\"), to the full extent (but only to the extent) of all of the Property\nand any other items, property or amounts which are collateral or security for\nthe Loan. If a default occurs in the timely and proper payment of any portion of\nsuch indebtedness or in the timely performance of any obligations, agreements or\ncovenants, except as set forth below in this paragraph, neither Borrower, nor\nany partner of Borrower, nor any partner, stockholder, director or officer of\nany partner of Borrower, shall be personally liable for the repayment of any of\nthe principal of, interest on, or prepayment fees or late charges, or other\ncharges or fees due in connection with the Loan, the performance of any\ncovenants of Borrower under the Note, this Instrument or any of the other Loan\nDocuments or for any deficiency judgment which Lender may obtain after default\nby Borrower. Notwithstanding the foregoing provisions of this paragraph or any\nother agreement, the Borrower shall be fully and personally liable for any and\nall: (1) liabilities, costs, losses, damages, expenses or claims (including,\nwithout limitation, any reduction in the value of the Property or any other\nitems, property or amounts which are collateral or security for the Loan)\nsuffered or incurred by Lender by reason of or in connection with (a) any fraud\nor misrepresentation by the Borrower in connection with the Loan, including but\nnot limited to any misrepresentation of the Borrower contained in any Loan\nDocument, (b) any failure to pay taxes, insurance premiums (except to the extent\nthat such taxes and insurance premiums are then held by the Lender),\nassessments, charges for labor or materials or other charges that can create\nliens on any portion of the Property, (c) any misapplication of (i) proceeds of\ninsurance covering any portion of the Property, or (ii) proceeds of the sale or\ncondemnation of any portion of the Property, (d) any\n\n                                      -22-\n\n \nrentals, income, profits, issues and products received by or on behalf of the\nBorrower subsequent to the date on which the Lender gives written notice that a\ndefault has occurred under the Loan and not applied to the payment of principal\nor interest due under the Note or the payment of operating expenses (excluding\nany operator's, manager's or developer's fee paid to the Borrower or any\naffiliate of the Borrower) of the Property, (e) any failure to maintain, repair\nor restore the Property in accordance with any Loan Document to the extent not\ncovered by insurance proceeds made available to the Lender, (f) any failure by\nBorrower to deliver to the Lender all unearned advance rentals and security\ndeposits paid by tenants of the Property received by or on behalf of the\nBorrower, and not refunded to or forfeited by such tenants, (g) any failure by\nthe Borrower to return to, or reimburse the Lender for, all personality taken\nfrom the Property by or on behalf of the Borrower, except in accordance with the\nprovisions of this instrument, and (h) any and all indemnities given by the\nBorrower to the Lender set forth in the Environmental Indemnity Agreement or any\nother Loan Document in connection with any environmental matter relating to the\nProperty; and (2) court costs and all attorneys' fees provided for in any Loan\nDocument. Furthermore, no limitation of liability or recourse provided above in\nthis paragraph shall (x) apply to the extent that the Lender's rights of\nrecourse to the Property are suspended, reduced or impaired by or as a result of\nany act, omission or misrepresentation of the Borrower or any other party now or\nhereafter liable for any part of the Loan and accrued interest thereon, or by or\nas a result of any case, action, suit or proceeding to which the Borrower or any\nsuch other party, voluntarily becomes a party; or (y) constitute a waiver,\nforfeiture, abrogation or limitation of or on any right accorded by any law\nestablishing a debtor relief proceeding, including, but not limited to, Title\n11, U.S. Code, which right provides for the assertion in such debtor relief\nproceeding of a deficiency arising by reason of the insufficiency of collateral\nnotwithstanding an agreement of the Lender not to assert such deficiency.\n\n31.  REPRESENTATIONS OF BORROWER. The Borrower hereby represents and warrants\nto Lender the following:\n\n     (a) Borrower is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of Delaware.  There are no proceedings or\nactions pending, threatened or contemplated for the liquidation, termination or\ndissolution of Borrower.\n\n     (b) Borrower has heretofore delivered to Lender a true, correct, and\ncomplete list of each and every lease affecting the Property, together with all\nextensions and amendments thereof (the \"Existing Leases\"); Borrower has\ndelivered to Lender a true, correct, and complete copy of each of the Existing\nLeases; and there are no other leases, assignments, modifications, extensions,\nrenewals, or other agreements of any kind whatsoever (written or oral)\noutstanding with respect to the leases or the Property.\n\n     (c) Unless otherwise specified in the Rent Schedule Certification:\n\n         (i)   the Existing Leases are in full force and effect;\n\n         (ii)  Borrower has not given any notice of default to any tenant under\n               an Existing Lease (an \"Existing Tenant\") which remains uninsured;\n\n                                      -23-\n\n \n         (iii) no Existing Tenant has any set off, claim or defense to the\n               enforcement of any Existing Lease;\n\n         (iv)  no Existing Tenant is in arrears in the payment of rent,\n               additional rent or any other charges whatsoever due under any\n               Existing Lease; or, to the knowledge of Borrower, is materially\n               in default in the performance of any other obligations of such\n               Existing Tenant under the applicable Existing Lease; and\n\n         (v)   Borrower has completed all work or alterations required of the\n               landlord or lessor under each Existing Lease; and all of the\n               other obligations of landlord or lessor under the Existing Leases\n               have been performed.\n\n     (d) Borrower has delivered to Lender a true, correct, and complete rent\nroll (the \"Rent Roll\") of annual and monthly rents payable by all Existing\nTenants, including all percentage rents, if any, expiration dates of the\nExisting Leases, and the amount of security deposit being held by Borrower under\neach Existing Lease, if any; and Borrower has not granted any Existing Tenant\nany rent concessions (whether in form of cash contributions, work agreements,\nassumption of an Existing Tenant's other obligations, or otherwise) or\nextensions of time whatsoever not reflected in such Rent Roll.\n\n     (e) There are no legal proceedings commenced (or, to the best of the\nknowledge of the Borrower, threatened) against Borrower by any Existing Tenant;\nno rental in excess of one month's rent has been prepaid under any of the\nExisting Leases; each of the Leases is valid and binding on the parties thereto\nin accordance with its terms; and the execution of this Instrument and the other\nLoan Documents will not constitute an event of default under any of the Existing\nLeases.\n\n     (f) Borrower currently holds the security deposits (if any) specified in\nthe Existing Leases and has not given any credit, refund, or set off against\nsuch security deposits to any person.\n\n     (g) There are no residential units in the Property, and no portion of the\nProperty is an apartment or other unit subject to any form of rent control,\nstabilization or regulation; and no person presently occupies any part of the\nProperty for dwelling purposes.\n\n     (h) Except for Borrower, there are no persons or entities occupying space\nin the Property as tenants other than the persons or entities specifically named\nin the Existing Leases.\n\n     (i) Except as specifically listed in the schedule of exceptions to coverage\nin the title policy insuring Lender's interest in the Property, Borrower is now\nin possession of the Property; Borrower's possession of the Property is\npeaceable and undisturbed; Borrower does not know any facts by reason of which\nany claim to the Property, or any part thereof, might arise or be set up adverse\nto Borrower; and the Property is free and clear of (i) any lien for taxes\n(except real property taxes not yet due and payable for the calendar year in\nwhich this Instrument is being executed), and (ii) any easements, rights-of-way,\nrestrictions, encumbrances, liens or other\n\n                                      -24-\n\n \nexceptions to title by mortgage, decree, judgment, agreement, instrument, or, to\nthe knowledge of Borrower, proceeding in any court.\n\n     (j) All charges for labor, materials or other work of any kind furnished in\nconnection with the construction, improvement, renovation or rehabilitation of\nthe Property or any portion thereof have been paid in full, and no unreleased\naffidavit claiming a lien against the Property, or any portion thereof, for the\nsupplying of labor, materials or services for the construction of improvements\non the Property has been executed or recorded in the mechanic's lien or other\nappropriate records in the county in which the Property is located.\n\n     (k) The Property and the current and contemplated uses of the Property are\nin compliance with all applicable federal, state and municipal laws, rules,\nregulations and ordinances, applicable restrictions, zoning ordinances, building\ncodes and regulations, building lines and easements, including, without\nlimitation, federal and state environmental protection law and the Americans\nwith Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all\nstate and local laws or ordinances related to handicapped access, and any\nstatute, rule, regulation, ordinance, or order of governmental bodies or\nregulatory agencies, or any order or decree of any court adopted or enacted with\nrespect thereto (collectively, \"Applicable Laws\"); no governmental authority\nhaving jurisdiction over any aspect of the Property has made a claim or\ndetermination that there is any such violation; the Property is not included in\nany area identified by the Secretary of Housing and Urban Development pursuant\nto the Flood Disaster Protection Act of 1973, as amended, as an area having\nspecial flood hazards; and all permits, licenses and the like which are\nnecessary for the operation of the Property have been issued and are in full\nforce and effect.\n\n     (l) There have been no material adverse changes, financial or otherwise, in\nthe condition of Borrower from that disclosed to Lender in the loan application\nsubmitted to Lender by Borrower, or in any supporting data submitted in\nconnection with the Loan, and all of the information contained therein was true\nand correct when submitted and is now substantially and materially true and\ncorrect on the date hereof.\n\n     (m) There is no claim, litigation or condemnation proceeding pending, or,\nto the knowledge of the Borrower, threatened, against the Property or Borrower,\nwhich would affect the Property or Borrower's ability to perform its obligations\nin the connection with the Loan.\n\n     (n) Borrower does not own any real property or assets other than the\nProperty and does not operate any business other than the management and\noperation of the Property.\n\n     (o) No proceedings in bankruptcy or insolvency has ever been instituted by\nor against Borrower or any affiliate thereof, and no such proceeding is now\npending or contemplated.\n\n     (p) Borrower is, and if there are any general partners or members of\nBorrower, such partners or members are, solvent pursuant to the laws of the\nUnited States, as reflected by the entries in Borrower's books and records and\nas reflected by the actual facts.\n\n                                      -25-\n\n \n     (q) The Loan Documents have been duly authorized, executed and delivered by\nBorrower and constitute valid and binding obligations of Borrower, enforceable\nagainst Borrower in accordance with their respective terms. No approval,\nconsent, order or authorization of any governmental authority and no\ndesignation, registration, declaration or filing with any governmental authority\nis required in connection with the execution and delivery of the Note, this\nInstrument or any other Loan Document.\n\n     (r) The execution and delivery of the Loan Documents will not violate or\ncontravene in any way the articles of incorporation or bylaws or partnership\nagreement, articles of organization or operating agreement as the case may be,\nof Borrower or any indenture, agreement or Instrument to which Borrower is a\nparty or by which it or its property may be bound, or be in conflict with,\nresult in a breach of or constitute a default under any such indenture,\nagreement or other instrument, result in the creation or imposition of any lien,\ncharge or encumbrance of any nature whatsoever upon any of the property or\nassets of Borrower, except as contemplated by the provisions of such Loan\nDocuments, and no action or approval with respect thereto by any third person is\nrequired.\n\n     (s) No part of the Property is all or a part of Borrower's homestead.\n\n     (t) The Property is served by all utilities required for the current or\ncontemplated use thereof.  All utility service is provided by public utilities\nand the Property has accepted or is equipped to accept such utility service.\n\n     (u) All public roads and streets necessary for service of and access to the\nProperty for the current or contemplated use thereof have been completed, are\nserviceable and all-weather and are physically and legally open for use by the\npublic.\n\n     (v) The Property is serviced by public water and sewer systems.\n\n     (w) The Property is free from damage caused by fire or other casualty.\n\n     (x) All liquid and solid waste disposal, septic and sewer systems located\non the Property are in a good and safe condition and repair and in compliance\nwith all Applicable Laws.\n\n32.  BORROWER'S ADDITIONAL COVENANTS. Borrower hereby covenants, agrees and\nundertakes to:\n\n     (a) fulfill and perform all of Borrower's obligations as landlord or lessor\nunder any lease; will promptly send Lender copies of any notices of default\nreceived from the tenant under any lease; and will enforce (short of terminating\nsuch lease) the performance by the tenant of the tenant's obligations under any\nlease;\n\n     (b) not make, enter into, execute, cancel, amend or modify any lease\nwithout the prior written consent of Lender (other than an Exempt Lease);\n\n                                      -26-\n\n \n     (c) not approve any assignment of a lease, of any sublease or underlease,\nwithout the prior written consent of Lender (other than an Exempt Lease);\n\n     (d) not cancel or modify any guaranty of a lease, or release any security\ndeposit or letter of credit constituting security under a lease, without the\nprior written consent of Lender;\n\n     (e) not accept prepayment of any installment of rent from any tenants of\nthe Property for a period of more than one (1) month in advance;\n\n     (f) not further assign the whole (or any part of) the leases or the rents;\n\n     (g) not undertake or commence any alterations of any improvements on the\nProperty the cost of which is in excess of five percent (5%) of the then\noriginal principal amount of the Note, without the prior written consent of\nLender;\n\n     (h) from time to time, at the request of Lender, (i) promptly correct any\ndefect, error or omission which may be discovered in the contents of this\nInstrument or in any other Loan Document or in the execution or acknowledgment\nthereof; (ii) execute, acknowledge, deliver and record and\/or file such further\ndocuments or instruments (including, without limitation, further mortgages,\nsecurity agreements, financing statements, continuation statements, assignments\nof rents or leases and environmental indemnity agreements) and perform such\nfurther acts and provide such further assurances as may be necessary, desirable\nor proper, in Lender's opinion, to carry out more effectively the purposes of\nthis Instrument and such other instruments and to subject to the liens and\nsecurity interests hereof and thereof any property intended by the terms hereof\nor thereof to be covered hereby or thereby, including specifically, but without\nlimitation, any renewals, additions, substitutions, replacements, or\nappurtenances to the Property; provided that such documents or instruments do\nnot materially increase Borrower's liability under the Loan Documents; and (iii)\nexecute, acknowledge, deliver, procure, and file and\/or record any document or\ninstrument (including specifically, but without limitation, any financial\nstatement) deemed advisable by Lender to protect the liens and the security\ninterests herein granted against the rights or interests of third persons;\nprovided that such documents or instruments do not materially increase\nBorrower's liability under the Loan Documents. Borrower will pay all reasonable\ncosts connected with any of the foregoing in this subparagraph (h);\n\n     (i) continuously maintain Borrower's existence and right to do business in\nthe State of Connecticut;\n\n     (j) at any time any law shall be enacted imposing or authorizing the\nimposition of any tax upon this Instrument, or upon any rights, titles, liens,\nor security interests created hereby, or upon the obligations secured hereby or\nany part thereof, immediately pay all such taxes; provided that, if such law is\nenacted makes it unlawful for Borrower to pay such tax, Borrower shall not pay\nnor be obligated to pay such tax, and in the alternative, Borrower may, in the\nevent of the enactment of such a law, and must, if it is unlawful for Borrower\nto pay such taxes, prepay the obligations secured hereby in full within sixty\n(60) days after demand therefor by Lender;\n\n                                      -27-\n\n \n     (k) not execute or deliver any deed of trust, mortgage or pledge of any\ntype covering all or any portion of the Property;\n\n     (l) not acquire any real property or assets (other than the Property) or\noperate any business other than the management and operation of the Property\nduring the term of the Loan;\n\n     (m) not permit any drilling or exploration for or extraction, removal or\nproduction of any mineral, natural element, compound or substance from the\nsurface or subsurface of the Property regardless of the depth thereof or the\nmethod of mining or extraction thereof;\n\n     (n) not change its name, identity, structure or employer identification\nnumber during the term of the Loan;\n\n     (o) pay on demand all reasonable and bona fide out-of-pocket costs, fees\nand expenses and other expenditures, including, but not limited to, reasonable\nattorneys' fees and expenses, paid or incurred by Lender to third parties\nincident to this instrument or any other Loan Document (including, but not\nlimited to, reasonable attorneys' fees and expenses in connection with the\nnegotiation, preparation and execution hereof and of any other Loan Document and\nany amendment hereto or thereto, any release hereof, any consent, approval or\nwaiver hereunder or under any other Loan Document, the making of any advance\nunder the Note and any suit to which Lender is a party involving this Instrument\nor the Property) or incident to the enforcement of the obligations secured\nhereby or the exercise of any right or remedy of Lender under any Loan Document;\nand\n\n     (p) maintain and keep the Property in compliance with all Applicable Laws.\n\n33.  RESERVES.\n\n     (a)  CAPITAL IMPROVEMENTS RESERVE.\n\n          (i) Commencing on the first day a monthly installment of principal and\ninterest is due and payable under the Note and continuing on the first calendar\nday of each calendar month thereafter, Borrower shall deliver to Lender,\ntogether with the regular installments of principal and interest an amount (a\n\"CIR Payment\") equal to $2,925.00 of which $1,360.00 is allocated to Mortgaged\nParcel 1 (\"Parcel 1 CIR Funds\") and $1,565.00 is allocated to Mortgaged Parcel 2\n(\"Parcel 2 CIR Funds\"). Each CIR Payment shall be deemed \"Other Impositions\" and\n\"Funds\" as defined in paragraph 2 of this Instrument. The CIR Payments will be\nplaced in interest bearing deposits or accounts in the name of Lender or\nLender's loan servicer at the same financial institution(s) as the other Funds\n(the \"Other Impositions Account\"), shall be held in accordance with the terms of\nparagraph 2 of this Instrument, and may be drawn on by Borrower for deferred\nmaintenance and\/or ongoing capital improvement expenditures in connection with\nthe Property, pursuant to the terms set forth below in subparagraph 33(a)(ii).\nAt Lender's discretion, the CIR Payments may be increased to reflect any\nincrease in the \"Consumer Price Index\" published by the Bureau of Labor\nStatistics of the U.S. Department of Labor, All Items, U.S. city average, all\nurban consumers (presently denominated \"CPI-U\"), or a successor or substitute\nindex appropriately adjusted (the \"CPI\"). In the event Lender shall elect not to\n\n                                      -28-\n\n \nincrease the CIR Payment for any given year by the CPI, Lender, at its sole\ndiscretion, may during any subsequent year elect to increase the CIR Payment by\nthe aggregate amount of CPI increases which Lender otherwise was entitled to\nmake during the previous years in which it did not elect to make such increases.\n\n          (ii)   So long as Borrower (x) is not in default under any of the\nterms of the Note, this instrument or any of the other Loan Documents, and (y)\nno situation exists which with the passage of time or the giving of notice or\nboth would constitute a default under the Note, this Instrument or any of the\nother Loan Documents, Borrower, subject to the following provisions of this\nsubparagraph (ii) and upon ten (10) days' prior written notice to Lender and\nLender's loan servicer (which notice shall include a brief statement of the\npurpose for which the advance is to be used), shall be entitled to draw on the\nCIR Payments on deposit in the Other Impositions Account solely for the payment\nof deferred maintenance and\/or ongoing capital improvement expenditures for the\nProperty. Borrower may not make any drawing on the Other Impositions Account (1)\nfor less than $500 and (2) without the prior consent of Lender. Lender reserves\nthe right to require such information as Lender may reasonably require, and to\nwithhold consent in the event that Lender deems it necessary to do so. Without\nlimiting the foregoing, Lender may request, in connection with a request by\nBorrower for a drawing on the Other Impositions Account, that Borrower furnish\nwritten evidence reasonably satisfactory to Lender that the amount requested by\nBorrower is for work performed, services or materials furnished, and bills paid\nor payable with respect to the deferred maintenance and\/or ongoing capital\nimprovement expenditures (including, but not limited to, contracts and invoices\nfor work performed or materials supplied and mechanics' and materialmen' lien\nreleases and waivers from such parties performing such work or supplying such\nmaterials). Lender also reserves the right to make any disbursement or portion\nthereof from the Other Impositions Account directly to the party performing such\nwork or supplying such materials. Lender or Lender's servicing agent, as the\ncase may be, shall be entitled to charge Borrower a reasonable processing fee\nfor administering and reviewing Borrower's draw requests. In addition, Lender\nshall be reimbursed by Borrower for any costs incurred by Lender or Lender's\nservicing agent in inspecting the Property in connection with Borrower's draw\nrequests. Any such processing fees and inspection costs shall be deducted by\nLender from the Funds on deposit or account or, at Lender's option, shall be\npaid to Lender by Borrower within ten (10) days of Lender's written demand.\n\n          (iii)  Notwithstanding anything to the contrary contained herein,\nBorrower may only make drawings (a) for Mortgaged Parcel 1 from funds available\nin Parcel 1 CIR Funds; and (b) for Mortgaged Parcel 2, from funds available in\nParcel 2 CIR Funds.\n\n          (iv)   Each CIR Payment is pledged as additional security for the sums\nsecured by this Instrument and any of the other Loan Documents. Borrower hereby\ngrants to Lender a lien and security interest in each CIR Payment and the\ndeposit or other accounts in which such payments are placed.\n\n     (b)  TENANT IMPROVEMENTS\/LEASING COMMISSION RESERVE.\n\n                                      -29-\n\n \n          (i)  Commencing on the first day a monthly installment of principal\nand interest is due and payable under the Note and continuing on the first\ncalendar day of each calendar month thereafter, Borrower shall deliver to\nLender, together with the regular installments of principal and interest an\namount (a \"TI\/LC Payment\") equal to $5,200.00 of which $4,427.00 is allocated to\nMortgaged Parcel 1 (\"Parcel 1 TI\/LC Funds\") and $773.00 is allocated to\nMortgaged Parcel 2 (\"Parcel 2 TI\/LC Funds\"). Each TI\/LC Payment shall be deemed\n\"Other Impositions\" and \"Funds\" as defined in paragraph 2 of this Instrument.\nThe TI\/LC Payments will be placed in the Other Impositions Account, shall be\nheld in accordance with the terms of paragraph 2 of this Instrument, and may be\ndrawn on by Borrower for tenant improvement and\/or leasing commission\nexpenditures in connection with the Property, pursuant to the terms set forth\nbelow in subparagraph 33(b)(ii). Interest earned on the Funds on deposit in the\nOther Impositions Account shall be credited to the Other Impositions Account. At\nLender's discretion, the TI\/LC Payments may be increased to reflect any increase\nin the \"Consumer Price Index\" published by the Bureau of Labor Statistics of the\nU.S. Department of Labor, All Items, U.S. city average, all urban consumers\n(presently denominated \"CPI-U\"), or a successor or substitute index\nappropriately adjusted (the \"CPI\"). In the event Lender shall elect not to\nincrease the TI\/LC Payment for any given year by the CPI, Lender, at its sole\ndiscretion, may during any subsequent year elect to increase the TI\/LC Payment\nby the aggregate amount of CPI increases which Lender otherwise was entitled to\nmake during the previous years in which it did not elect to make such increases.\n\n          (ii) So long as Borrower (x) is not in default under any of the terms\nof the Note, this Instrument or any of the other Loan Documents, and (y) no\nsituation exists which with the passage of time or the giving of notice or both\nwould constitute a default under the Note, this Instrument or any of the other\nLoan Documents, Borrower, subject to the following provisions of this\nsubparagraph (ii) and upon ten (10) days' prior written notice to Lender and\nLender's loan servicer (which notice shall include a brief statement of the\npurpose for which the advance is to be used), shall be entitled to draw on the\nTI\/LC Payments on deposit in the Other Impositions Account solely for the\npayment of tenant improvement and\/or commissions incurred in connection with the\nleasing and\/or releasing of any tenant space at the Property. Borrower may not\nmake any drawing on the Other Impositions Account (1) for less than $500 and (2)\nwithout the prior consent of Lender. Lender reserves the right to require such\ninformation as Lender may reasonably require, and to withhold consent in the\nevent that Lender deems it necessary to do so. Without limiting the foregoing,\nLender may request, in connection with a request by Borrower for a drawing on\nthe Other Impositions Account, that Borrower furnish written evidence reasonably\nsatisfactory to Lender that the amount requested by Borrower is for work\nperformed, services or materials furnished, and bills paid or payable with\nrespect to such tenant improvements and\/or commissions (including, but not\nlimited to, contracts and invoices for work performed or materials supplied and\nmechanics' and materialmen' lien releases and waivers from such parties\nperforming such work or supplying such materials). Lender also reserves the\nright to make any disbursement or portion thereof from the Other Impositions\nAccount directly to the party performing such work or supplying such materials.\nLender or Lender's servicing agent, as the case may be, shall be entitled to\ncharge Borrower a reasonable processing fee for administering and reviewing\nBorrower's draw requests. In addition, Lender shall be reimbursed by Borrower\nfor any costs incurred by Lender or Lender's servicing agent in inspecting the\n\n                                      -30-\n\n \nProperty in connection with Borrower's draw requests.  Any such processing fees\nand inspection costs shall be deducted by Lender from the Funds on deposit or\naccount or, at Lender's option, shall be paid to Lender by Borrower within ten\n(10) days of Lender's written demand.\n\n         (iii) Notwithstanding anything to the contrary contained herein,\nBorrower may only make drawings (a) for Mortgaged Parcel 1 from funds available\nin Parcel 1 TI\/LC Funds; and (b) for Mortgaged Parcel 2, from funds available in\nParcel 2 TI\/LC Funds.\n\n         (iv)  Each TI\/LC Payment is pledged as additional security for the sums\nsecured by this Instrument and any of the other Loan Documents. Borrower hereby\ngrants to Lender a lien and security interest in each TI\/LC Payment and the\ndeposit or other accounts in which such payments are placed.\n\n34.  FORECLOSURE. Connecticut law requires judicial foreclosure.\n\n35.  ASSUMABILITY.\n\n     (a) So long as (i) Borrower is not in default under any of the terms of the\nNote, this Instrument or any other Loan Document, and (ii) no situation exists\nwhich with the passage of time or the giving of notice or both would constitute\na default under the Note, this Instrument or any other Loan Document, in the\nevent Borrower desires to transfer all of the Property to another party (the\n\"Transferee\") and have the Transferee assume all of Borrower's obligations under\nthe Note, this instrument and all of the other Loan Documents (collectively, the\n\"Transfer and Assumption\"), Borrower, subject to the terms of this paragraph,\nmay make a written application to Lender for Lender's consent to the Transfer\nand Assumption, subject to the conditions set forth in subparagraph (b) of this\nparagraph 35. Together with such written application (and afterwards if\nrequested by Lender), Borrower will submit to Lender true, correct and complete\ncopies of any and all information and documents of any kind requested by Lender\nconcerning the Property, Transferee and\/or Borrower, together with a review fee\nrequired by Lender in the amount of one thousand five hundred and 00\/100\n($1,500.00) (the \"Review Fee\").\n\n     (b) Lender shall not unreasonably withhold its consent to a Transfer and\nAssumption provided and upon the condition that:\n\n         (i)   Lender receives an opinion from counsel acceptable to Lender that\n               (x) such Transfer and Assumption shall not affect, in any way,\n               the enforceability of the Loan Documents or the lien status, and\n               (y) that the Transferee complies in all respects with the\n               provisions of paragraph 32(n) and paragraph 32(l) of this\n               instrument and such other conditions concerning the\n               organizational structure of the Transferee as were required by\n               Lender at the time of the making of the Loan;\n\n         (ii)  Borrower has submitted to Lender true, correct and complete\n               copies of any and all information and documents of any kind\n               requested by Lender concerning the Property, Transferee and\/or\n               Borrower;\n\n                                      -31-\n\n \n         (iii) the Transferee, in Lender's sole judgment, has sufficient\n               experience in managing assets similar in size and type to the\n               Property;\n\n         (iv)  in Lender's sole judgment, the Transferee and the partners,\n               members or shareholders of the Transferee are financially sound\n               or have sufficient financial resources to manage the Property for\n               the term of the Loan;\n\n         (v)   the Loan has been placed, or Lender plans to place the Loan, in\n               an offering of Securities (as defined in paragraph 37) and Lender\n               receives written confirmation from the rating agencies that the\n               Transfer and Assumption will not result in any downgrade,\n               qualification or withdrawal of the ratings assigned to the pool\n               and assets in which the Loan has been placed; and\n\n         (vi)  Borrower has paid the Review Fee required by Lender.\n\n     (c) If Lender consents to the Transfer and Assumption, the Transferee\nand\/or Borrower as the case may be, shall deliver the following to Lender:\n\n         (i)   Borrower shall deliver to Lender an assumption fee in the amount\n               of one percent (1%) of the then unpaid principal balance of the\n               Loan;\n\n         (ii)  Borrower and Transferee shall execute and deliver to Lender any\n               and all documents required by Lender, in form and substance\n               required by Lender, in Lender's sole discretion (the \"Assumption\n               Documents\");\n\n         (iii) Borrower shall cause to be delivered to Lender, an endorsement\n               to the mortgagee policy of title insurance then insuring the lien\n               created by this instrument in form and substance acceptable to\n               Lender, in Lender's sole discretion (the \"Endorsement\"); and\n\n         (iv)  Borrower shall deliver to Lender a payment in the amount of all\n               costs incurred by Lender in connection with the Transfer and\n               Assumption, including but not limited to, Lender's attorneys fees\n               and expenses, all recording fees for the Assumption Documents,\n               and all fees payable to the title company for the delivery to\n               Lender of the Endorsement.\n\n     (d) Notwithstanding anything contained in this paragraph to the contrary,\n(x) under no circumstances may the Property and Loan be transferred and assumed\nby any party under the terms of this paragraph more than once during the entire\nterm of the Loan and (y) except based on Lender's written agreement to the\nTransfer and Assumption and Borrower's and Transferee's compliance with all of\nthe terms and provisions of this paragraph, the terms and provisions of this\nparagraph shall in no way amend or modify the terms and provisions contained in\nparagraph 19 of this instrument.\n\n36.  WAIVER OF JURY TRIAL. BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND\nINTENTIONALLY WAIVES ANY RIGHT THE BORROWER MAY \n\n                                      -32-\n\n \nHAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING\nOUT OF, UNDER OR IN CONJUNCTION WITH THE NOTE, THIS INSTRUMENT, ANY OTHER LOAN\nDOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION\nHEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER\nVERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.\n\n     BORROWER HEREBY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS INSTRUMENT\nIS A PART IS A COMMERCIAL TRANSACTION, AND HEREBY WAIVES ITS RIGHT TO NOTICE AND\nHEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE\nALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH\nTHE LENDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.\n\n37.  TRANSFER OF LOAN. Lender may, at any time, sell, transfer or assign the\nNote, this Instrument and the Loan Documents, or any part thereof, and any or\nall servicing rights with respect thereto, or grant participations therein or\nissue mortgage pass-through certificates or other securities evidencing a\nbeneficial interest in a rated or unrated public offering or private placement\n(the \"Securities\"). Lender may forward to each purchaser, transferee, assignee,\nservicer, participant, investor in such Securities or any rating agency rating\nsuch Securities (singularly, an \"Investor,\" and collectively, the \"Investors\")\nand each prospective Investor, all documents and information which Lender now\nhas or may hereafter acquire relating to the Loan and to Borrower, any\nguarantor, any indemnitors and\/or the Property, whether furnished by Borrower,\nany guarantor, any indemnitors or otherwise, as Lender determines necessary or\ndesirable. Borrower shall furnish and Borrower consents to Lender furnishing to\nsuch Investors or such prospective Investors or rating agency any and all\ninformation concerning the Property, the leases, the financial condition of\nBorrower, any guarantor and any indemnitor as may be requested by Lender, any\nInvestor or any prospective Investor or rating agency in connection with any\nsale, transfer or participation interest.\n\n38.  RELEASE OF INDIVIDUAL PROPERTY.\n\n     (a) So long as no default exists under any of the terms of the Note, this\ninstrument or any other Loan Document, (ii) no situation exists which with the\npassage of time or the giving of notice or both would constitute a default under\nthe Note, this Instrument or any other Loan Document, and (iii) Borrower\ncomplies with the provisions of this paragraph 38, commencing January 1, 2006,\nbut not prior thereto, Borrower may make written application for Lender's\nconsent to release one Individual Property from the lien of this Instrument (the\n\"Release of Collateral\").\n\n     (b) Lender shall consent to the Release of Collateral provided and upon the\ncondition that:\n\n         (i)   If the Loan has been placed, or if Lender plans to place the\n               Loan, in an offering of Securities (as defined in paragraph 37),\n               Lender receives written confirmation from the rating agencies\n               that the Release of Collateral will \n\n                                      -33-\n\n \n               not result in any downgrade, qualification or withdrawal of the\n               ratings assigned to the pool and assets in which the Loan has\n               been placed;\n\n         (ii)  The purchase and sale agreement, if any, for the acquisition of\n               the Property contains a provision pursuant to which the purchaser\n               agrees not to commence an involuntary bankruptcy proceeding\n               against Borrower in connection with any claim under the purchase\n               and sale agreement;\n\n         (iii)  Borrower shall prepay the principal balance of the Note by an\n               amount equal to 125% of the then outstanding principal balance\n               remaining under the allocated loan amount (\"Allocated Loan\n               Amount\") for the individual Property being released.  As of the\n               date hereof, for purposes of this paragraph 38(b), the Allocated\n               Loan Amount for Mortgaged Parcel 1 is TEN MILLION AND 00\/100\n               ($10,000,000.00) DOLLARS, and the allocated loan amount for\n               Mortgaged Parcel 2 is TWO MILLION AND 00\/100 ($2,000,000.00)\n               DOLLARS.\n\n         (iv)  Borrower shall deliver to Lender a payment in the amount of the\n               Yield Maintenance Premium due under the Note.\n\n         (v)   If Borrower shall continue to own an Individual Property that\n               will continue to be collateral for the Loan, Borrower shall not\n               violate any single-purpose bankruptcy-remoteness criteria imposed\n               by the rating agencies;\n\n         (vi)  Borrower shall deliver to Lender a payment in the amount of all\n               costs incurred by Lender in connection with the Release of\n               Collateral, including but not limited to, Lender's reasonable\n               attorneys' fees and expenses, all recording fees for the release\n               documents; and\n\n         (vii) If Borrower shall continue to own an Individual Property\n               encumbered by the Loan, Borrower shall execute such documents\n               reasonably required by Lender confirming Borrower's continuing\n               obligations under the Loan and documents executed in connection\n               therewith.\n\n     (c) Lender shall execute and deliver such documents as are reasonably\nnecessary and appropriate to effect the release of the affected Individual\nProperty simultaneously with the payments by Borrower required under this\nparagraph 38, provided that all of the other conditions to such release set\nforth above have been satisfied.\n\n39.  FUTURE ADVANCES. Upon request of Borrower, Lender, at Lender's option so\nlong as this instrument secures indebtedness held by Lender, may make Future\nAdvances to Borrower. Such Future Advances, with interest thereon, shall be\nsecured by this instrument when evidenced by promissory notes stating that said\nnotes are secured hereby. At no time shall the principal amount of the\nindebtedness secured by this instrument exceed the original amount of the Note\n\n                                      -34-\n\n \n(US $12,000,000) nor shall the maturity of Future Advances secured hereby extend\nbeyond the time of repayment of the Note.\n\n     This instrument may be executed in any number of duplicate originals and\neach duplicate original shall be deemed to be an original.\n\n     Lender is specifically permitted, at its option and in its discretion, to\nmake additional advances under this instrument as contemplated by Section 49-\n2(c) of the Connecticut General Statutes.\n\n     NOW THEREFORE, if the Note secured hereby, and any modifications,\nextensions or renewals thereof, shall be well and truly paid according to its\ntenor, and if all agreements and provisions contained in such Note and herein\nand in the other Loan Documents are fully kept and performed, and all\nobligations are fully satisfied then this instrument shall become null and void;\notherwise to remain in full force and effect.\n\n     IN WITNESS WHEREOF, Borrower has executed this Instrument or has caused the\nsame to be executed by its representatives thereunto duly authorized.\n\nWITNESS:                                        BORROWER:\n \n \n_______________________________                 TSI REALTY COMPANY\nName:__________________________\n \n                                                By:____________________________\n_______________________________                 Print:_________________________\nName:__________________________                 Title:_________________________\n\n                                      -35-\n\n \nOMITTED EXHIBITS\n\n\nExhibit A:          Property Description\nExhibit B:          Copy of Promissory Note\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7618,9360],"corporate_contracts_industries":[9532,9388],"corporate_contracts_types":[9585,9579],"class_list":["post-41965","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-motors-corp","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","corporate_contracts_industries-autos__autos","corporate_contracts_types-land__ct","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41965","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41965"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41965"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41965"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41965"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}