LEASEHOLD MORTGAGE and ABSOLUTE ASSIGNMENT OF RENTS AND LEASES and SECURITY AGREEMENT (AND FIXTURE FILING) City of Boston, County of Suffolk, Commonwealth of Massachusetts

Attention:

Loan No. :

MERS MIN #:

All fixtures (including without limitation, all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgagor which is so related to the Land and Improvements forming part of the Property (as hereinafter defined) that it is deemed fixtures or real property under the law of the particular state in which the Equipment is located, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration or repair of or installation on the Property (as hereinafter defined), construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Improvements or the Land, including, but not limited to, engines, devices for the operation of pumps, pipes,

plumbing, cleaning, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, plumbing, laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, elevator fixtures, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of Mortgagor’s interest therein) and all other utilities whether or not situated in easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof (collectively, the “Fixtures”)), it being intended by the parties that all such items shall be conclusively considered to be a part of the Land;

All right, title and interest of Mortgagor, if any, arising from the operation of the Land and the Improvements in and to all payments for goods or property sold or leased or for services rendered, whether or not yet earned by performance, and whether or not evidenced by an instrument or chattel paper, (hereinafter referred to as “Accounts Receivable”) including, without limiting the generality of the

foregoing, (i) all accounts (including, without limitation, any deposit accounts), impounds, contract rights, book debts, letters of credit, letter of credit rights, supporting obligations, drafts and notes arising from (A) the operation of a hotel on the Land and the Improvements, or (B) the sale, lease or exchange of goods or other property and/or the performance of services, (ii) Mortgagor’s rights to payment from any consumer credit/charge card organization or entities which sponsor and administer such cards as the American Express card, the Visa card, Discover card, and the MasterCard, (iii) Mortgagor’s rights in, to and under all purchase orders for goods, services or other property, (iv) Mortgagor’s rights to any goods, services or other property represented by any of the foregoing, (v) monies due to or to become due to Mortgagor under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services including the right to payment of any interest or finance charges in respect thereto (whether or not yet earned by performance on the part of Mortgagor) and (vi) all collateral security and guaranties of any kind given by any Person with respect to any of the foregoing. Accounts Receivable shall include those now existing or hereafter created, substitutions therefor, proceeds (whether cash or non-cash, movable or immovable, tangible or intangible) received upon the sale, exchange, transfer, collection or other disposition or substitution thereof and any and all of the foregoing and proceeds therefrom;

COVENANTS. Mortgagor agrees: (a) to execute and deliver such documents as Mortgagee deems reasonably necessary to create, perfect and continue the security interests contemplated hereby; (b) not to change its name, and, as applicable, its chief executive offices, its principal residence or the jurisdiction in which it is organized without giving Mortgagee at least 30 days’ prior written notice thereof; and (c) to cooperate with Mortgagee in perfecting all security interests granted herein and in

obtaining such agreements from third parties as Mortgagee deems necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of Mortgagee’s rights hereunder.

Title/Ground Lease. Mortgagor lawfully holds and possesses the entire unencumbered leasehold estate in the Land created by the Ground Lease, and has good and marketable title to all of the other Property, without limitation the Equipment, Fixtures and the Personnel Property, and the right to encumber same

and grant and convey this Mortgage. A true, correct, and complete copy of the Ground Lease has been delivered to Mortgagee by (or on behalf of) Mortgagor. This Mortgage is a first and prior mortgage on the Property prior and superior to all other liens, mortgages and encumbrances on the Property except: (i) liens for real estate taxes and assessments not yet due and payable; (ii) senior exceptions previously approved by Mortgagee and shown in the title insurance policy insuring the priority of this Mortgage; and (iii) other matters, if any, previously disclosed to Mortgagee by Mortgagor in a writing specifically referring to this representation and warranty ((i), (ii) and (iii) are collectively referred to herein as the “Permitted Encumbrances”). (A) The Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever. (B) There are no material defaults by Mortgagor or, to the best of Mortgagor’s knowledge, Ground Lessor (defined below) under the Ground Lease, and to the best of Mortgagor’s knowledge, no event has occurred, which but for the passage of time, or notice, or both, would constitute a default under the Ground Lease. (C) All rents, additional rents and other sums due and payable under the Ground Lease have been paid in full. (D) Neither Mortgagor nor to the best of Mortgagor’s knowledge, Ground Lessor (defined below) has commenced any action or given or received any notice for the purpose of terminating the Ground Lease. (E) Except for the Ground Lease, there are no agreements between Mortgagor and Ground Lessor in any way concerning the subject matter of the Ground Lease or the occupancy or use of the Property. (F) The interest of Mortgagor under the Ground Lease has not been assigned. No portion of the Property has been sublet except as set forth in Schedule 5.1(j) attached. (G) Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this Mortgage to Mortgagee against the claims of all persons claiming by, through or under it. (H) A memorandum of the Ground Lease has been duly recorded. The Ground Lease permits the interest of Mortgagor to be encumbered by a mortgage. There have not been amendments or modifications to the terms of the Ground Lease since its recordation, with the exception of written instruments which have been recorded. If Ground Lessor (defined below) is given notice of this Mortgage, the Ground Lease may not be canceled, terminated, surrendered or amended (including, without limitation, no cancellation, termination or surrender upon the occurrence of a Casualty or Condemnation) by Mortgagor without the prior written consent of Mortgagee. (I) Mortgagor’s interest in the Ground Lease is assignable to Mortgagee upon notice to, but without the consent of, the ground lessor (or, if any such consent is required, it has been obtained prior to the Closing Date). The Ground Lease is further assignable by Mortgagee, its successors and assigns without the consent of the ground lessor. (J) If Ground Lessor (defined below) is given notice of this Mortgage, the Ground Lease requires the ground lessor to give notice of any default by Mortgagor to Mortgagee. If Ground Lessor (defined below) is given notice of this Mortgage, the Ground Lease, or estoppel letters received by Mortgagee from the ground lessor, further provides that notice of termination given under the Ground Lease is not effective against Mortgagee unless a copy of the notice has been delivered to Lender in the manner described in the Ground Lease. (K) If Ground Lessor (defined below) is given notice of this

Leases. All existing Leases (including the Operating Lease) are in full force and effect and are enforceable in accordance with their respective terms. No material

breach or default by any party, or event which would constitute a material breach or default by any party after notice or the passage of time, or both, exists under any existing Lease. None of the landlord’s interests under any of the Leases, including, but not limited to, rents, additional rents, charges, issues or profits, has been transferred or assigned. No rent or other payment under any existing Lease has been paid by any tenant for more than one (1) month in advance. All Leases (including the Operating Lease) are subject and subordinate to the terms and lien of the Mortgage and are not entitled to the benefit of any non-disturbance except as set forth on Schedule 5.1(m) attached.

ERISA Matters. Neither Mortgagor nor Operating Tenant is not an employee benefit plan as defined in Section 3.(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is subject to Title I of ERISA, nor a plan as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (each of the foregoing hereinafter referred to collectively as “Plan”). Neither Mortgagor’s nor Operating Tenant’s assets do not constitute

“plan assets” of any plan within the meaning of Department of Labor Regulation Section 2510.3-101. Mortgagor will not transfer or convey the Property to a Plan or to a person or entity whose assets constitute such “plan assets,” and neither Mortgagor nor Operating Tenant will be reconstituted as a Plan or as an entity whose assets constitute “plan assets.” No Lease is with a Plan or an entity whose assets constitute such “plan assets,” and neither Mortgagor nor Operating Tenant will enter into any Lease with a Plan or an entity whose assets constitute such “plan assets.” With respect to the Loan, Mortgagor and Operating Tenant is acting on their own behalf and not on account of or for the benefit of any Plan.

each such entity has not and will not engage in, seek or consent to any dissolution, winding up, liquidation, consolidation, merger, asset sale, transfer of partnership or

membership interest, or amendment of its articles of incorporation, articles of organization, certificate of formation, operating agreement or partnership agreement, as applicable;

In the event Mortgagor or Operating Tenant is a Delaware LLC, the limited liability company agreement of Mortgagor or Operating Tenant (as applicable) (the “LLC Agreement”) shall provide that (i) upon the occurrence of any event that causes the sole member of Mortgagor or Operating Tenant (as applicable) (“Member”) to cease to be the member of Mortgagor or Operating Tenant (as applicable) (other than (A) upon an assignment by Member of all of its limited liability company interest in Mortgagor or Operating Tenant (as applicable) and the admission of the transferee, or (B) the resignation of Member and the admission of an additional member, in either case in accordance with the terms of the Loan Documents and the LLC Agreement), the person executing the LLC Agreement as a “Special Member” (as such term is defined in the LLC Agreement) (“Special Member”) shall, without any action of any other person or entity and simultaneously with the Member ceasing to be the member of Mortgagor or Operating Tenant (as applicable), automatically be admitted to Mortgagor or Operating Tenant (as applicable) and shall continue Mortgagor or Operating Tenant (as applicable) without dissolution and (ii) Special Member may not resign from Mortgagor or Operating Tenant (as applicable) or transfer its rights as Special Member unless a successor Special Member has been admitted to Mortgagor or Operating Tenant (as applicable) as Special Member in accordance with requirements of Delaware law. The LLC Agreement shall further provide that (i) Special Member shall automatically cease to be a member of Mortgagor or Operating Tenant (as applicable) upon the admission to Mortgagor or Operating Tenant (as applicable) of a substitute Member, (ii) Special Member shall be a member of Mortgagor or Operating Tenant (as applicable) that has no interest in the profits, losses and capital of Mortgagor or Operating Tenant (as applicable) and has no right

to receive any distributions of Mortgagor’s or Operating Tenant’s (as applicable) assets, (iii) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the “Act”), Special Member shall not be required to make any capital contributions to Mortgagor or Operating Tenant (as applicable) and shall not receive a limited liability company interest in Mortgagor or Operating Tenant (as applicable), (iv) Special Member, in its capacity as Special Member, may not bind Mortgagor or Operating Tenant (as applicable) and (v) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Mortgagor or Operating Tenant (as applicable), including, without limitation, the merger, consolidation or conversion of Mortgagor or Operating Tenant (as applicable). In order to implement the admission to Mortgagor or Operating Tenant (as applicable) of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Mortgagor or Operating Tenant (as applicable) as Special Member, Special Member shall not be a member of Mortgagor or Operating Tenant (as applicable).

Management Agreement. The Improvements are operated under the terms and conditions of that certain Management Agreement dated October 30, 1980, between Operating Tenant (successor-in-interest to Westban Hotel Venture) and Westin Management Company East (successor-in-interest to Westin Hotel Company) (“Manager”) (together with any assignments, modifications, renewals or replacements thereof, the “Management Agreement”), which Management Agreement has been approved by Mortgagee. Mortgagor shall or shall cause and Operating Tenant shall (i) pay all sums required to be paid by Operating Tenant under the Management Agreement; (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Management Agreement on the part of Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Operating Tenant under the Management Agreement, and (iii) promptly notify Mortgagee of the giving of any notice to Operating Tenant of any default by Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Operating Tenant to be performed and observed and deliver to Mortgagee a true copy of each such notice. Operating Tenant hereby assigns to Mortgagee as further security for the payment of the Secured Obligations and for the performance, and observance of the terms, covenants and conditions of this Mortgage, all the rights, privileges and prerogatives of Operating Tenant to surrender the Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Management Agreement in any respect, and any such surrender of the Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Management Agreement without the prior consent of Mortgagee shall be void and of no force and effect. If Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Mortgage, and without waiving or releasing Mortgagor or

Operating Tenant from any of their obligations hereunder, upon two (2) days’ notice to Mortgagor, Mortgagee shall have the right, but be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Operating Tenant, to the end that the rights of Operating Tenant in, to and under the Management Agreement shall be kept unimpaired and free from default. Mortgagee and any person designated by Mortgagee shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action referred to in the preceding sentence. If the Manager under the Management Agreement shall deliver to Mortgagee a copy of any notice sent to Operating Tenant of default under the Management Agreement, such notice shall constitute full protection to Mortgagee for any action taken or omitted to be taken by Mortgagee in good faith, in reliance thereon. Mortgagor and/or Operating Tenant shall notify Mortgagee if the Manager sub-contracts to a third party or an affiliate of any or all of its management responsibilities under the Management Agreement. Mortgagor and Operating Tenant shall, from time to time, use commercially reasonable efforts to obtain from the Manager under the Management Agreement such certificates of estoppel with respect to compliance by Operating Tenant with the terms of the Management Agreement as may be requested by Mortgagee; provided that Mortgagor and Operating Tenant are not required to call a default under the Management Agreement or commence litigation against the Manager if the Manager will not provide such certificates of estoppel. Operating Tenant shall exercise each individual option, if any, to extend or renew the terms of the Management Agreement upon demand by Mortgagee within fifteen (15) days prior to the last day upon which any such option may be exercised (subject to such notice periods as are set forth in the Management Agreement), and Operating Tenant hereby expressly authorizes and appoints Mortgagee its attorney-in-fact to exercise any such option in the name of and upon behalf of Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Mortgagee pursuant to this paragraph shall bear interest at the Default Rate (defined in the Note) from the date such cost is incurred to the date of payment to Mortgagee, shall deemed to constitute a portion of the Secured Obligations, shall be secured by the lien of this Mortgage and the other Loan Documents and shall be immediately due and payable upon demand by Mortgagee therefore.

New Manager; Amendments to Management Agreement. Without limitation of the foregoing, in the event that (i) Manager does not enter into an extension of the current Management Agreement in 2008, or (ii) Mortgagee exercises its option, pursuant to the Assignment of Management Contracts, to require Operating Tenant to terminate the Management Agreement, then Mortgagee, at its option, may require Mortgagor and Operating Tenant to engage a bona-fide, independent third-party management agent that is a Qualified Manager (other than Westin Management Company East (a successor-in-interest to Westin Hotel Company (“Westin”)) (the “New Manager”) to manage the Property. The New

Manager shall be engaged by Mortgagor and/or Operating Tenant pursuant to a written management agreement that complies with the terms hereof and is otherwise reasonably satisfactory to Mortgagee in all respects, and the New Manager, Mortgagor and Operating Tenant shall execute an assignment of management contracts and a consent, subordination and agreement of manager in the form reasonably satisfactory to Mortgagee. Operating Tenant shall not, without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned or delayed): (i) surrender, terminate or cancel the Management Agreement or otherwise replace Manager or enter into any other management agreement with respect to the Property; (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. In the event that Mortgagor and/or Operating Tenant replaces Manager at any time during the term of Loan pursuant to this subsection, such Manager shall be a Qualified Manager (hereinafter defined).

MAINTENANCE AND PRESERVATION OF THE PROPERTY. Mortgagor shall, and shall cause Operating Tenant to: (a) keep the Property in good condition and repair

and in the condition required under the Management Agreement; (b) complete or restore promptly and in workmanlike manner the Property or any part thereof which may be damaged or destroyed; (c) comply and cause the Property to comply in all material respects with (i) all laws, ordinances, regulations and standards, (ii) all covenants, conditions, restrictions and equitable servitudes, whether public or private, of every kind and character and (iii) all requirements of insurance companies and any bureau or agency which establishes standards of insurability, which laws, covenants or requirements affect the Property and pertain to acts committed or conditions existing thereon, including, without limitation, any work of alteration, improvement or demolition as such laws, covenants or requirements mandate; (d) operate and manage the Property at all times in a professional manner and do all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value; (e) promptly after execution, deliver to Mortgagee a copy of the Management Agreement concerning the Property and all amendments thereto and waivers thereof; and (f) execute and acknowledge all further documents, instruments and other papers as Mortgagee reasonably deems necessary or appropriate to preserve, continue, perfect and enjoy the benefits of this Mortgage and perform Mortgagor’s obligations, including, without limitation, statements of the amount secured hereby then owing and statements of no offset and the execution and delivery of all such writings necessary to transfer any liquor licenses with respect to the Property into the name of Lender or its designee after the occurrence of an Event of Default. Mortgagor shall not: (g) remove or demolish all or any material part of the Property; (h) alter either (i) the exterior of the Property in a manner which materially and adversely affects the value of the Property or (ii) the roof or other structural elements of the Property in a manner which requires a building permit except for tenant improvements required under the Leases, and in the case of clauses (i) and (ii) above, without the consent of Manager to the extent required by the Management Agreement; (i) initiate or acquiesce in any change in any zoning or other land classification which affects the Property; (j) materially alter the type of occupancy or use of all or any part of the Property; or (k) commit or permit waste of the Property.

ACCOUNTING RECORDS. Mortgagor shall maintain and shall cause Operating Tenant to maintain adequate books and records in accordance with the Uniform System of Accounts for Hotels as approved by the American Hotel and Motel Association (as in effect from time to time) (the “Uniform System of Accounts”) or such other accounting standards approved by Mortgagee. Mortgagee acknowledges that, as of the date hereof,

the ninth (9^th) version of the Uniform System of Accounts is acceptable to Mortgagee. Mortgagor shall permit and shall cause Operating Tenant to permit any representative of Mortgagee, at any reasonable upon reasonable advanced notice and subject to the terms of the Management Agreement, and from time to time, to inspect, audit and examine such books and records and make copies of same.

Application of Proceeds; No Default. So long as no Default has occurred and is continuing at the time of Mortgagee’s receipt of the proceeds of the Claims (“Proceeds”) and no Default has occurred, and is continuing at the time of application of such Proceeds, if the Proceeds of any Claim do not exceed $4,600,000 and the cost of completing the restoration does not exceed $4,600,000,

provided the conditions set forth in Sections 6.11(b)(iii)(cc)(4)-(8) and 6.11(b)(iii)(dd) below are met and Mortgagor delivers to Lender a written undertaking to expeditiously commence and satisfactorily complete the restoration of the Property in accordance with this Mortgage and the other Loan Documents, all such Proceeds shall be disbursed to Mortgagor promptly. If the Proceeds of any Claim exceed $4,600,000 or the cost to complete the restoration exceeds $4,600,000, the following provisions shall apply:, the following provisions shall apply:

Restoration. Notwithstanding the foregoing Sections 6.11.b (i) and (ii), Mortgagee shall have no obligation to make any Proceeds available for the repair or restoration of all or any portion of the Property unless and until all the following conditions have been satisfied: (aa) delivery to Mortgagee of the Proceeds plus any additional amount which is needed to pay all costs of the repair or restoration (including, without limitation, taxes, financing charges, insurance and rent during the repair period); (bb) establishment of an arrangement for lien releases and disbursement of funds reasonably acceptable to Mortgagee; (cc) delivery to Mortgagee in form and content reasonably acceptable to Mortgagee of all of the following: (1) plans and specifications for the work; (2) a contract for the work, signed by a contractor reasonably acceptable to Mortgagee; (3) a cost breakdown for

the work; (4) if required by Mortgagee, a payment and performance bond for the work; (5) evidence of the continuation of all Major Leases unless consented to in writing by Mortgagee; (6) evidence that, upon completion of the work, the size, capacity, value, and income coverage ratios for the Property will be at least as great as those which existed as of the date hereof; (7) evidence that the work can reasonably be completed on or before that date which is 6 months prior to the Maturity Date; and (8) evidence of the satisfaction of any additional conditions that Mortgagee may reasonably establish to protect Mortgagee’s security; and (dd) the Management Agreement, the franchise agreement, if applicable, and Ground Lease shall remain in full force and effect. Mortgagor acknowledges that the specific conditions described above are reasonable.

All Impounds. Post-Default Impounds and any other impounds that may be payable by Mortgagor under the Note are collectively called “Impounds”. All Impounds shall be deposited into one or more segregated or commingled accounts maintained by Mortgagee or its servicing agent. Except as otherwise provided in the Note, such account(s) shall not bear interest. Mortgagee shall not be a trustee, special depository or other fiduciary for Mortgagor with respect to such account, and the existence of such account shall not limit Mortgagee’s rights under this

Mortgage, any other agreement or any provision of law. If no Default exists, Mortgagee shall apply all Impounds to the payment of the related Costs, or in Mortgagee’s sole discretion may release any or all Impounds to Mortgagor for application to and payment of such Costs. If a Default exists, Mortgagee may apply any or all Impounds to any Secured Obligation and/or to cure such Default, whereupon Mortgagor shall restore all Impounds so applied and cure all Defaults not cured by such application. The obligations of Mortgagor hereunder shall not be diminished by deposits of Impounds made by Mortgagor, except to the extent that such obligations have actually been met by application of such Impounds. Upon any assignment of this Mortgage, Mortgagee may assign all Impounds in its possession to Mortgagee’s assignee, whereupon Mortgagee shall be released from all liability with respect to such Impounds. Within 60 days following full repayment of the Secured Obligations (other than as a consequence of foreclosure or conveyance in lieu of foreclosure) or at such earlier time as Mortgagee may elect, Mortgagee shall pay to Mortgagor all Impounds in its possession, and no other party shall have any right or claim thereto. “Costs” means (i) all taxes and other liabilities payable by Mortgagor under Section 6.9, (ii) all insurance premiums payable by Mortgagor under Section 6.10, (iii) all other costs and expenses for which Impounds are required under the Note, and/or (iv) all other amounts that will be reasonably required to preserve the value of the Property. Mortgagor shall deliver to Mortgagee, promptly upon receipt, all bills for Costs for which Mortgagee has required Post-Default Impounds.

Prohibited Equity Transfers. Mortgagor shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”), including without limitation, (A) if a Restricted Party is a corporation, any merger,

consolidation or other Transfer of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (B) if a Restricted Party is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (C) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of a non-managing membership interest or the creation or issuance of new non-managing membership interests; or (D) if a Restricted Party is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests.

PROVISIONS OF THIS SECTION SHALL SURVIVE THE DISCHARGE OF THIS MORTGAGE, BUT MORTGAGOR’S LIABILITY UNDER THIS INDEMNITY SHALL BE SUBJECT TO THE PROVISIONS OF THE SECTION IN THE NOTE ENTITLED “MORTGAGOR’S LIABILITY.”

Mortgagee may at any time sell, assign, participate or securitize all or any portion of Mortgagee’s rights and obligations under the Loan Documents, and that any such sale, assignment, participation or Securitization may be to one or more financial institutions or other entities, to private investors, or into the public securities market, in Mortgagee’s sole discretion. Mortgagor further agrees that Mortgagee may disseminate to any such actual or potential purchaser(s), assignee(s) or participant(s) (and to any investment banking firms, Rating Agencies, accounting firms, law firms and other third party advisory firms and investors involved with the Loan and the Loan Documents or the applicable sale, assignment, participation or Securitization) all documents and financial and other information heretofore or hereafter provided to or known to Mortgagee with respect to: (a) the Property and its operation; (b) any party connected with the Loan (including, without limitation, Mortgagor, Operating Tenant any partner or member of Mortgagor or Operating Tenant, any constituent partner or member of Mortgagor or Operating Tenant, any guarantor and any nonMortgagor Mortgagor) subject to applicable SEC regulations and as may be restricted by law. In the event of any such sale, assignment, participation or Securitization, Mortgagee and the other parties to the same shall share in the rights and obligations of Mortgagee set forth in the Loan Documents as and to the extent they shall agree among themselves. In connection with any such sale, assignment, participation or Securitization, Mortgagor further agrees that the Loan Documents shall be sufficient evidence of the obligations of Mortgagor to each purchaser, assignee or participant, and Mortgagor shall, within 15 days after request by Mortgagee at Mortgagor’s expense; (c) deliver to Mortgagee such information and documents relating to Mortgagor, Operating Tenant, Guarantor, Sponsor, the Property and its

operation and any party connected with the Loan as Mortgagee or any Rating Agency may request; (d) deliver to Mortgagee an estoppel certificate for the benefit of Mortgagee and any other party designated by Mortgagee verifying the status and terms of the Loan, in form and content reasonably satisfactory to Mortgagee; (e) execute such amendments to the Loan Documents and Mortgagor’s or any general partner’s or managing member’s organizational documents as may be reasonably requested by Mortgagee or requested by the Rating Agencies including, without limitation, such amendments as may be required in order to effect a bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure (any of the foregoing, a “Loan Bifurcation”); provided, however, that Mortgagor shall not be required to modify or amend any Loan Document if such modification or amendment would change (x) the interest rate, (y) the stated maturity or (z) the amortization of principal set forth in the Note, except in connection with a Loan Bifurcation which may result in varying fixed interest rates and amortization schedules, but which shall (I) have the same initial weighted average coupon of the original Note, (II) provide that, prior to a Default, any portion of the debt service due under the Loan which amortizes the Loan shall be applied pro-rata to each bifurcated note and/or component (as applicable) and (III) not change the stated maturity date; and (f) provide Mortgagee with any amendments and restatements of the Non-Consolidation Opinion or any other legal opinion delivered in connection with the closing of the Loan as any Rating Agency may request. Mortgagor shall not be responsible for any of Lender’s out-of-pocket costs in connection with the Securitization of the Loan, provided, however, Mortgagor shall be responsible for its costs in connection with complying with this Section 6.22. The indemnity obligations of Mortgagor under the Loan Documents shall also apply with respect to any purchaser, assignee or participant.

Mortgagor shall provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, an agreement (A) certifying that Mortgagor has examined such Disclosure Documents specified by Lender and that each such

Disclosure Document, as it relates to Mortgagor, Mortgagor Affiliates, the Property, Manager, Sponsor, Guarantor and all other aspects of the Loan, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 6.23, Lender hereunder shall include its officers and directors), the Affiliate of ▇▇▇▇▇ Fargo Bank, National Association (“▇▇▇▇▇ Fargo”) that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “▇▇▇▇▇ Fargo Group”), and ▇▇▇▇▇ Fargo, and any other placement agent or underwriter with respect to the Securitization, each of their respective directors and each Person who controls ▇▇▇▇▇ Fargo or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the ▇▇▇▇▇ Fargo Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the ▇▇▇▇▇ Fargo Group and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the ▇▇▇▇▇ Fargo Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Mortgagor will be liable in any such case under clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Mortgagor in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Mortgagor, operating statements and rent rolls with respect to the Property. This indemnity agreement will be in addition to any liability which Mortgagor may otherwise have.

In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6.23(b) or (c) is for any reason held to be unenforceable as to an indemnified party in respect of any losses, claims, damages or liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 6.23(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) ▇▇▇▇▇ Fargo’s and Mortgagor’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (ii) the

opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender and Mortgagor hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

To perform all obligations of the tenant under the Ground Lease and any statute, ordinance, rule or regulation relating thereto, and not to cause or permit any breach thereof. If Mortgagor shall default under the Ground Lease, or if

Mortgagee shall receive notice of any default by Mortgagor under the Ground Lease, Mortgagee may, at its option but without any obligation to do so, take any action necessary or desirable to cure any such default, Mortgagee being authorized to enter upon the Land for such purposes with or without notice and without becoming a mortgagee in possession; provided, however, Mortgagee will not undertake to cure any default that Mortgagor has commenced and is diligently and expeditiously proceeding to cure. Mortgagor shall, immediately on demand, pay to Mortgagee all costs of Mortgagee incurred in curing any such default, together with interest on such costs from the date of expenditure until said sums have been paid, at the rate of interest applicable to the principal balance of the Note as specified therein.

That, so long as this Mortgage is in effect, no termination or surrender by Mortgagor as tenant under the Ground Lease to Landlord thereunder, shall be valid or effective. The terms of the Ground Lease may not be amended or modified or terminated or subordinated to any mortgage, deed of trust, lease or

other interest, either orally or in writing, without the prior written consent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed.

Mortgagor acknowledges that pursuant to Section 365 of the Bankruptcy Reform Act of 1978 (as the same may be amended from time to time, “Bankruptcy Act”) it is possible that a trustee in bankruptcy of Landlord or Landlord as a debtor-in-possession could reject the Ground Lease, in which case Mortgagor, as tenant, would have the election described in Section 365(h) of the Bankruptcy Act (which election, as the same may be amended from time to time, and together with any comparable right under any other state or federal law relating to bankruptcy, reorganization or other relief for debtors, whether now or hereafter in effect, is herein called the “Election”) to treat the Ground Lease as terminated by such rejection or, in the alternative, to remain in possession for the balance of the term

of the Ground Lease and any renewal or extension thereof that is enforceable by the tenant under applicable nonbankruptcy law. Mortgagor shall not permit the termination of the Ground Lease by exercise of the Election or otherwise without the prior written consent of Mortgagee, which consent may be withheld, conditioned or delayed for any reason in Mortgagee’s sole and absolute discretion. Mortgagor acknowledges that since the Ground Lease is a primary part of the security for the Secured Obligations, it is not anticipated that Mortgagee would consent to termination of the Ground Lease.

Entry on Property. With or without notice, and without releasing Mortgagor from any Secured Obligation, and without becoming a mortgagee in possession,

to enter upon the Property from time to time and to do such acts and things as Mortgagee deems necessary or desirable in order to inspect, investigate, assess and protect the security hereof or to cure any Default, including, without limitation: (i) to take and possess all documents, books, records, papers and accounts of Mortgagor, Mortgagor or the then owner of the Property which relate to the Property; (ii) to make, terminate, enforce or modify leases of the Property upon such terms and conditions as Mortgagee deems proper; (iii) to make repairs, alterations and improvements to the Property necessary, in Mortgagee’s sole judgment, to protect or enhance the security hereof; (iv) to appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Mortgagee hereunder; (v) to pay, purchase, contest or compromise any encumbrance, charge, lien or claim of lien which, in the sole judgment of Mortgagee, is or may be senior in priority hereto, the judgment of Mortgagee being conclusive as between the parties hereto; (vi) to obtain insurance; (vii) to pay any premiums or charges with respect to insurance required to be carried hereunder or under any other Loan Document; (viii) to obtain a court order to enforce Mortgagee’s right to enter and inspect the Property for Hazardous Materials, in which regard the decision of Mortgagee as to whether there exists a release or threatened release of Hazardous Materials onto the Property shall be deemed reasonable and conclusive as between the parties hereto; (ix) to have a receiver appointed pursuant to applicable law to enforce Mortgagee’s rights to enter and inspect the Property for Hazardous Materials; and/or (x) to employ legal counsel, accountants, engineers, consultants, contractors and other appropriate persons to assist them;

This Mortgage is upon the STATUTORY CONDITION and upon the further condition that all covenants and agreements of, and conditions imposed upon, Mortgagor contained herein and in the Note and the other instruments and agreements evidencing or securing the Secured Obligations shall be kept and fully performed, for any breach of which Mortgagee shall have the STATUTORY POWER OF SALE, and upon the further condition that upon a Default, Mortgagee shall have as to the Collateral all the remedies of a secured party under the UCC, including

but not limited to, the option to proceed as to both the Property and the Collateral under the law relating to the foreclosure of real estate mortgages as enacted by the Commonwealth of Massachusetts, and such further remedies as from time to time may hereafter be provided in the Commonwealth of Massachusetts for a secured party, and upon the further condition that all rights of Mortgagee under this Mortgagee under this Mortgage as to the Collateral and the Property may be exercised together or separately and, at Mortgagee’s discretion, in connection with the exercise by Mortgagee of its other rights under any one or more of the Loan Documents. In case of a foreclosure sale Mortgagee shall be entitled to retain 1% of the purchase money in addition to the costs, charges and expenses allowed under the Statutory Power of Sale or under this Mortgage. In case redemption is had by Mortgagor after foreclosure proceedings have begun, Mortgagee shall be entitled to collect all costs, charges and expenses, including reasonable attorneys’ fees, incurred up to and including the time of redemption.

PERMITTED CONTESTS. After prior written notice to Mortgagee, Mortgagor may contest, by appropriate legal or other proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any lien, levy, tax or assessment, or any lien of any laborer, mechanic, materialman, supplier or vendor, or the application to Mortgagor or the Property of any law or the validity thereof, the assertion

or imposition of which, or the failure to pay when due, would constitute a Default; provided that (a) Mortgagor pursues the contest diligently, in a manner which Mortgagee determines is not prejudicial to Mortgagee, and does not impair the priority of this Mortgage; (b) the Property, or any part hereof or estate or interest therein, shall not be in any danger of being sold, forfeited or lost by reason of such proceedings; (c) in the case of the contest of any law or other legal requirement, Mortgagee shall not be in any danger of any civil or criminal liability; and (d) if required by Mortgagee, Mortgagor deposits with Mortgagee any funds or other forms of assurance (including a bond or letter of credit) satisfactory to Mortgagee to protect Mortgagee from the consequences of the contest being unsuccessful. Mortgagor’s right to contest pursuant to the terms of this provision shall in no way relieve Mortgagor or Mortgagor of its obligations under the Loan or to make payments to Mortgagee as and when due.

Nominee Capacity of MERS. MERS serves as mortgagee of record and secured party solely as nominee, in an administrative capacity, for Lender and its successors and assigns and only holds legal title to the interests granted, assigned, and transferred herein. All payments or deposits with respect to the Secured Obligations shall be made to Lender, all advances under the Loan Documents shall be made by Lender, and all consents, approvals, or other determinations required or permitted of Mortgagee herein shall be made by Lender. MERS shall at all times comply with the instructions of Lender and its successors and assigns. If necessary to comply with law or custom, MERS (for the benefit of Lender and its successors and assigns) may be directed by Lender to exercise any or all of those interests, including without limitation, the right to foreclose and sell the Property, and take any action required of Lender, including without limitation, a

release, discharge or reconveyance of this Mortgage. Subject to the foregoing, all references herein to “Mortgagee” (including, but not limited to, any deliveries to Mortgagee) shall include Lender and its successors and assigns.

GOVERNING LAW. This Mortgage was accepted by Mortgagee in the state of New York, which state the parties agree has a substantial relationship to the parties and to the underlying transaction embodied hereby. Accordingly, in all respects, including, without limiting the generality of the foregoing, matters of construction, validity, enforceability and performance, this Mortgage, the Note and the other Loan Documents and the obligations arising hereunder and thereunder shall be governed by, and construed in accordance with, the laws of the state of New York applicable to contracts made and performed in such state and any applicable law of the United States of America, except that at all times the provisions for enforcement of Mortgagee’s STATUTORY POWER OF SALE and all other remedies granted hereunder and the creation, perfection and enforcement of the security interests created pursuant hereto and pursuant to the other

Loan Documents in any Collateral which is located in the state where the Property is located shall be governed by and construed according to the law of the state where the Property is located. Except as provided in the immediately preceding sentence, Mortgagor hereby unconditionally and irrevocably waives, to the fullest extent permitted by law, any claim to assert that the law of any jurisdiction other than New York governs this Mortgage, the Note and other Loan Documents.

WAIVER OF JURY TRIAL. MORTGAGEE AND MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION

BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS MORTGAGE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF MORTGAGEE OR MORTGAGOR. THIS PROVISION IS A MATERIAL INDUCEMENT FOR MORTGAGEE TO ENTER INTO THIS MORTGAGE.

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇