Intercreditor Agreement

Intercreditor Agreement



                                                                   Exhibit 10.14


                             INTERCREDITOR AGREEMENT

         THIS INTERCREDITOR AGREEMENT ("Agreement") made as of the 13th day
of May, 2002, by and between MACK CALI PROPERTY TRUST, a Maryland business
trust, having an address at 11 Commerce Drive, Cranford, New Jersey 07016
(the "Mezzanine Lender"); JOHN HANCOCK LIFE INSURANCE COMPANY, a
Massachusetts corporation, having an office at John Hancock Tower, T-56, 200
Clarendon Street, Boston, Massachusetts 02116, its successors and assigns
(the "Mortgage Lender"); BROOKVIEW PARTNERS, L.P., a Texas limited
partnership, having an address of 2001 Ross Avenue, Suite 3160, Dallas, Texas
75201 ("Mortgage Borrower"); and NUSSBAUM CENTENNIAL PARTNERS, L.P., a Texas
limited partnership, and ASHWOODAMERICAN PARTNERS MC DALLAS, L.P., a Texas
limited partnership, having an address of 2001 Ross Avenue, Suite 3160,
Dallas, Texas 75201 (individually or collectively, the "Mezzanine
Borrowers"), which Mortgage Borrower and Mezzanine Borrowers are executing
this Agreement solely for the purposes set forth in Section 11(m) below.

                                    RECITALS:

         A. The Mortgage Lender has made a loan in the amount of $14,900,000.00
to Mortgage Borrower (the "Republic/Metroport Loan"). The Republic/Metroport
Loan is evidenced and secured by the following loan documents, as the same may
be amended, modified or extended from time to time, subject to the restrictions
on amendments set forth in this Agreement (as so amended, modified or extended,
from time to time, the "Republic/Metroport Loan Documents"):

                  (i) Deed of Trust Note in the original principal amount of
$14,900,000.00 executed by Brookview Partners, L.P. to the order of John Hancock
Life Insurance Company;

                  (ii) Deed of Trust, Assignment of Leases and Rents and
Security Agreement executed by Brookview Partners, L.P. to Michael R. Winkler,
Trustee, for the benefit of John Hancock Life Insurance Company, covering
certain property in Collin County and Dallas County, Texas;

                  (iii) Assignment of Leases and Rents executed by Brookview
Partners, L.P. to John Hancock Life Insurance Company;

                  (iv) UCC Financing Statements executed by Brookview Partners,
L.P. to John Hancock Life Insurance Company;

                  (v) Borrower's Certificate executed by Brookview Partners,
L.P. to John Hancock Life Insurance Company;

                  (vi) Indemnification Agreement by Brookview Partners, L.P. in
favor of John Hancock Life Insurance Company;

                  (vii) Assignment of Agreements, Permits and Contracts executed
by Brookview Partners, L.P. in favor of John Hancock Life Insurance Company;

                  (viii) Renovation, Tenant Improvement and Leasing Commission
Agreement executed by Brookview Partners, L.P. in favor of John Hancock Life
Insurance Company;

                  (ix) Guaranty Agreement executed by David Gruber, Paul
Nussbaum, Grady Jordan, Jr., Steven H. Levin, Alan J. Hirschfield and Harold W.
Bird, II, in favor of John Hancock Life Insurance Company;




                  (x) Manager's Consent and Subordination of Management
Agreement made by Mack-Cali Texas Management, L.P. in favor of John Hancock Life
Insurance Company; and

                  (xi) All other documents or instruments now or hereafter
executed, evidencing, securing or otherwise related to the Republic/Metroport
Loan.

         B. The Mortgage Lender has made a loan in the amount of $9,000,000.00
to Mortgage Borrower (the "Monticello Loan"). The Monticello Loan is evidenced
and secured by the following loan documents, as the same may be amended,
modified or extended from time to time, subject to the restrictions on
amendments set forth in this Agreement (as so amended, modified or extended,
from time to time, the "Monticello Loan Documents"):

                  (i) Deed of Trust Note in the original principal amount of
$9,000,000.00 executed by Brookview Partners, L.P. to the order of John Hancock
Life Insurance Company;

                  (ii) Deed of Trust, Assignment of Leases and Rents and
Security Agreement executed by Brookview Partners, L.P. to Michael R. Winkler,
Trustee, for the benefit of John Hancock Life Insurance Company, covering
certain property in Dallas County, Texas;

                  (iii) Assignment of Leases and Rents executed by Brookview
Partners, L.P. to John Hancock Life Insurance Company;

                  (iv) UCC Financing Statements executed by Brookview Partners,
L.P. to John Hancock Life Insurance Company;

                  (v) Borrower's Certificate executed by Brookview Partners,
L.P. to John Hancock Life Insurance Company;

                  (vi) Indemnification Agreement by Brookview Partners, L.P. in
favor of John Hancock Life Insurance Company;

                  (vii) Assignment of Agreements, Permits and Contracts executed
by Brookview Partners, L.P. in favor of John Hancock Life Insurance Company;

                  (viii) Renovation, Tenant Improvement and Leasing Commission
Agreement executed by Brookview Partners, L.P. in favor of John Hancock Life
Insurance Company;

                  (ix) Guaranty Agreement executed by David Gruber, Paul
Nussbaum, Grady Jordan, Jr., Steven H. Levin, Alan J. Hirschfield and Harold W.
Bird, II, in favor of John Hancock Life Insurance Company;

                  (x) Manager's Consent and Subordination of Management
Agreement made by Mack-Cali Texas Management, L.P. in favor of John Hancock Life
Insurance Company; and

                  (xi) All other documents or instruments now or hereafter
executed, evidencing, securing or otherwise related to the Monticello Loan.

         C. The Mortgage Lender has made a loan in the amount of $3,300,000.00
to Mortgage Borrower (the "Landmark Loan"). The Landmark Loan is evidenced and
secured by the following loan documents, as the same may be amended, modified or
extended from time to time, subject to the restrictions on amendments set forth
in this Agreement (as so amended, modified or extended, from time to time, the
"Landmark Loan Documents"):



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                  (i) Deed of Trust Note in the original principal amount of
$3,300,000.00 executed by Brookview Partners, L.P. to the order of John Hancock
Life Insurance Company;

                  (ii) Deed of Trust, Assignment of Leases and Rents and
Security Agreement executed by Brookview Partners, L.P. to Michael R. Winkler,
Trustee, for the benefit of John Hancock Life Insurance Company, covering
certain property in Tarrant County, Texas;

                  (iii) Assignment of Leases and Rents executed by Brookview
Partners, L.P. to John Hancock Life Insurance Company;

                  (iv) UCC Financing Statements executed by Brookview Partners,
L.P. to John Hancock Life Insurance Company;

                  (v) Borrower's Certificate executed by Brookview Partners,
L.P. to John Hancock Life Insurance Company;

                  (vi) Indemnification Agreement by Brookview Partners, L.P. in
favor of John Hancock Life Insurance Company;

                  (vii) Assignment of Agreements, Permits and Contracts executed
by Brookview Partners, L.P. in favor of John Hancock Life Insurance Company;

                  (viii) Renovation, Tenant Improvement and Leasing Commission
Agreement executed by Brookview Partners, L.P. in favor of John Hancock Life
Insurance Company;

                  (ix) Guaranty Agreement executed by David Gruber, Paul
Nussbaum, Grady Jordan, Jr., Steven H. Levin, Alan J. Hirschfield and Harold W.
Bird, II, in favor of John Hancock Life Insurance Company;

                  (x) Manager's Consent and Subordination of Management
Agreement made by Mack-Cali Texas Management, L.P. in favor of John Hancock Life
Insurance Company; and

                  (xi) All other documents or instruments now or hereafter
executed, evidencing, securing or otherwise related to the Landmark Loan.

         D. The Mezzanine Lender has made a loan to the Mezzanine Borrowers in
the amount of $5,000,000.00 (the "Mezzanine Financing" or "Mezzanine Loan"). The
Mezzanine Financing is evidenced and secured by the following documents, as the
same may be amended, modified or extended from time to time, subject to the
restrictions on amendments set forth in this Agreement (as so amended, modified
or extended, from time to time, the "Mezzanine Financing Loan Documents" or the
"Mezzanine Loan Documents"):

                  (i) Promissory Note dated May 13, 2002 in the principal sum of
$5,000,000 made by Nussbaum Centennial Partners, L.P. and AshwoodAmerican
Partners MC Dallas, L.P. to Mack-Cali Property Trust;

                  (ii) Mezzanine Loan Agreement dated May 13, 2002 by and
between Mack-Cali Property Trust, as Mezzanine Lender, Nussbaum Centennial
Partners, L.P. and AshwoodAmerican Partners MC Dallas, L.P.;

                  (iii) Recourse Guaranty dated May 13, 2002 David S. Gruber,
Paul Nussbaum, Grady Jordan, Jr., Alan J. Hirschfield, Harold W. Bird, II and
Steven H. Levin to Mack-Cali Property Trust;



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                  (iv) Hazardous Material Indemnification dated May 13, 2002 by
Nussbaum Centennial Partners, L.P. and AshwoodAmerican Partners MC Dallas, L.P.
to Mack-Cali Property Trust;

                  (v) Pledge and Security Agreement (Membership Interests) dated
May 13, 2002 made by Nussbaum Centennial Partners, L.P. in favor of Mack-Cali
Property Trust;

                  (vi) Pledge and Security Agreement (Membership Interests)
dated May 13, 2002 made by AshwoodAmerican Partners MC Dallas, L.P. in favor of
Mack-Cali Property Trust;

                  (vii) Pledge and Security Agreement (Partnership Interests)
dated May 13, 2002 made by Nussbaum Centennial Partners, L.P. in favor of
Mack-Cali Property Trust;

                  (viii) Pledge and Security Agreement (Partnership Interests)
dated May 13, 2002 made by AshwoodAmerican Partners MC Dallas, L.P. in favor of
Mack-Cali Property Trust;

                  (ix) UCC Financing Statement re: Membership Interests pledge
dated May 13, 2002 given by Nussbaum Centennial Partners, L.P. in favor of
Mack-Cali Property Trust;

                  (x) UCC Financing Statement re: Membership Interests pledge
dated May 13, 2002 given by AshwoodAmerican Partners MC Dallas, L.P. in favor of
Mack-Cali Property Trust;

                  (xi) UCC Financing Statement re: Partnership Interests pledge
dated May 13, 2002 given by Nussbaum Centennial Partners, L.P. in favor of
Mack-Cali Property Trust; and

                  (xii) UCC Financing Statement re: Partnership Interests pledge
dated May 13, 2002 given by AshwoodAmerican Partners MC Dallas, L.P. in favor of
Mack-Cali Property Trust.

         E. Mortgage Lender and Mezzanine Lender have agreed to enter into this
Agreement to set forth certain terms and conditions governing the relationship
between the Mortgage Loans and the Mezzanine Loan;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties hereto hereby
agree as follows:

         1. DEFINITIONS. Except as otherwise set forth herein, the following
terms shall have the meanings ascribed to them below:

         "Mezzanine Financing" or "Mezzanine Loan" shall mean the Mezzanine
Financing or Mezzanine Loan described in the Recitals of this Agreement.

         "Mezzanine Financing Loan Documents" or "Mezzanine Loan Documents"
shall mean the Mezzanine Financing Loan Documents or Mezzanine Loan Documents
described in the Recitals of this Agreement.

         "Mortgage" or "Deed of Trust" shall mean any of the Deeds of Trust
comprising a part of the Mortgage Loan Documents.

         "Mortgage Indebtedness" shall mean the indebtedness evidenced or
secured by the Mortgage Loan Documents.

         "Mortgage Loan Documents" shall mean collectively the
Republic/Metroport Loan Documents, the Monticello Loan Documents and the
Landmark Loan Documents, described in the Recitals of this Agreement.



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         "Mortgage Loans" shall mean the Republic/Metroport Loan, the Monticello
Loan and the Landmark Loan.

         "Mortgaged Property" or "Property" shall mean the Trust Property
described in the Mortgage Loan Documents.

         "Qualified Transferee" shall mean the following:

         (i) the Mack Cali Property Trust or an entity wholly owned and
controlled by the Mack Cali Property Trust;

         (ii) an insurance company, bank, savings and loan association, trust
company, commercial credit corporation, pension plan, pension fund or pension
fund advisory firm, mutual fund or other investment company, governmental entity
or plan, "qualified institutional buyer" within the meaning of Rule 144A under
the Securities Act of 1933, as amended (other than a broker/dealer), or an
institution substantially similar to any of the foregoing (including a real
estate investment trust or real estate opportunity fund), in each case under
this clause (ii) having at least $600,000,000 in capital/statutory surplus or
shareholder's equity (except as to a pension fund advisory firm or similar
fiduciary) and at least $1,000,000,000 in total assets (in name or under
management), and being regularly engaged in the business of making, holding
and/or servicing commercial real estate loans;

         (iii) any entity wholly-owned by any one or more institutions meeting
the criteria in clause (ii); or

         (iv) the entities described in (i) through (iii) above shall not be
affiliates of the Mortgage Borrower or Mezzanine Borrowers.

         2. TERMS OF MEZZANINE FINANCING.

         (a) The sole collateral for the Mezzanine Financing will consist of an
assignment and pledge of and a security interest in (i) the limited partnership
interests in the Mortgage Borrower and (ii) the membership interests in the
general partner of Mortgage Borrower, MC Associates, LLC, a Texas limited
liability company (collectively, the "Mezzanine Collateral" or "Mortgage
Borrower Equity"), and shall expressly not include (x) any mortgage,
encumbrance, grant of lien or deed of trust in any interest in the Mortgaged
Property (whether the fee simple interest or the leasehold estate); (y) any
assignment of leases, rents, revenues and other income generated from the
operation of the Mortgaged Property; or (z) any interest in the personal
property now or hereafter used in the operation of the Mortgaged Property;

         (b) INTENTIONALLY DELETED;

         (c) Subject to the terms of Section 6(a)(iv) of this Agreement, the
Mezzanine Financing shall have a maturity date (expressly excluding any
unexercised options or rights to extend the term) that exceeds the last maturity
date of the Mortgage Loans by no fewer than six (6) months;

         (d) The principal balance of the Mezzanine Financing shall not exceed
$5,000,000, shall be at a fixed rate not to exceed 15.0% with a constant
amortization of no less than 30 years (it being currently understood that the
Mezzanine Financing shall be interest only), and with all interest payments at
11% on a current basis with a maximum of 4% accruals for deferred interest or
additional principal or advances, subject, however, to Section 5(b) below;

         (e) The Mezzanine Financing must not be given in satisfaction of or to
evidence any judgments or claims against the Mortgage Borrower or the Mezzanine
Borrowers;



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         (f) The Mezzanine Financing shall not be cross-defaulted or
cross-collateralized with any other loans other than the Mortgage Loans;
provided, further, that Mortgage Lender agrees that a default or Event of
Default under the Mezzanine Loan Documents shall not, in and of itself,
constitute an Event of Default under the Mortgage Loan Documents.

         3. CONSENT TO MEZZANINE LOAN. Mortgage Lender hereby consents to the
liens and security interests in the Mortgage Borrower Equity created in favor of
Mezzanine Lender by the Mezzanine Loan Documents. Mortgage Lender hereby
consents to Mezzanine Lender making the Mezzanine Loan to Mezzanine Borrower, to
the borrowing of the Mezzanine Loan, and to the execution and delivery of the
Mezzanine Loan Documents to Mezzanine Lender. Mortgage Lender hereby
acknowledges and agrees that any conditions precedent to Mortgage Lender's
consent to mezzanine financing on the Properties as set forth in the Mortgage
Loan Documents or any other agreements with Mortgage Borrower, as they apply to
the Mezzanine Loan Documents or the making of the Mezzanine Loan, have been
either satisfied or waived.

         4. CONSENT TO TRANSFER OF MEZZANINE LOAN; RATING AGENCY CONFIRMATION.

            (a) Mezzanine Lender shall not assign, pledge, sell or transfer the
Mezzanine Loan or any portion thereof or any of the Mezzanine Loan Documents to
any Person other than a "Qualified Transferee", UNLESS either (i) Mortgage
Lender first obtains written confirmation that such transfer will not result in
a qualification, downgrade or withdrawal of the then current ratings assigned by
each nationally recognized statistical rating organization (a "RATING AGENCY")
to any certificates (the "CERTIFICATES") issued in connection with a
securitization of the Mortgage Loans or (ii) if the Mortgage Loans have not yet
been securitized, Mezzanine Lender obtains the prior written consent of Mortgage
Lender (if the Mortgage Loans have not yet been securitized, Mortgage Lender
may, where applicable under this Agreement, obtain prospective confirmation from
the Rating Agencies that such action would not result in any qualification,
downgrade or withdrawal of ratings if the Mortgage Loans were securitized [a
"Prospective Rating Agency Confirmation"]).

            (b) (i) Mezzanine Lender shall not exercise any rights it may have
under the Mezzanine Loan Documents to obtain title to the Mezzanine Collateral
(such actions are individually and collectively referred to herein as an "EQUITY
ENFORCEMENT") UNLESS (x) the transferee obtaining title to the Mezzanine
Collateral shall be a Qualified Transferee, (y) the Property will continue to be
managed by a Qualified Manager, and (z) if required by Mortgage Lender or by a
Rating Agency, a non-consolidation opinion reasonably acceptable to Mortgage
Lender is delivered to the Mortgage Lender; provided further, however, that
notwithstanding the foregoing, such transfer may be made to an entity that is
not a Qualified Transferee as long as Mezzanine Lender obtains (i) if the
Mortgage Loan has not been securitized, the prior written consent of the
Mortgage Lender or (ii) if the Mortgage Loan has been securitized, written
confirmation from the Rating Agency to the Mortgage Lender, that the transfer
will not result in a qualification, downgrade or withdraw of the then current
ratings assigned by such Rating Agency to any Certificates.

                (ii) In the event Mezzanine Lender takes an Equity Enforcement
action, and the conditions in Section 2(b)(i) are met, Mortgage Lender hereby
acknowledges and agrees that any transfer or assumption fee in the Mortgage Loan
Documents shall be waived as a condition to such transfer and any such transfer
shall not constitute a breach or default under the Mortgage Loan Documents or
result in the acceleration of the Mortgage Loans; provided, however, the
Mortgage Lender shall be paid for its administrative fees and reasonable
attorneys' fees relating to such transaction.

            (c) Mezzanine Lender shall not exercise its rights under the
Mezzanine Loan Documents to terminate any property manager and approve a
replacement property manager therefor and execution of any related management
agreement, UNLESS (x) prior to securitization of the Mortgage Loans, Mezzanine
Lender has obtained the prior written consent of Mortgage Lender, as provided in
Section 18(g) of the Mortgages, not to be unreasonably withheld, and (y)
following securitization of the Mortgage Loans, Mortgage Lender shall have
received written confirmation from each Rating Agency that any such action will
not result in a qualification, downgrade or withdrawal of the ratings assigned
by such Rating Agency to the Certificates, PROVIDED, HOWEVER, that the right of
Mezzanine Lender (i) to approve any change in the property management


                                       6


agreement, (ii) to cause the termination of the existing property manager and
(iii) to approve the Mortgage Borrower's designation of a replacement property
manager shall in all cases be subject to the rights of the Mortgage Lender under
the Mortgage Loan Documents to take such actions so long as any replacement
manager so approved by Mortgage Lender is a Qualified Manager. Mezzanine Lender
and Mortgage Lender acknowledge and agree that, if Mezzanine Lender or an
affiliate of Mezzanine Lender succeeds to the Mortgage Borrower Equity by reason
of an Equity Enforcement action or otherwise, neither Mezzanine Lender nor any
affiliate of Mezzanine Lender will actually manage the Property, rather the
management of the Property shall be conducted by a Qualified Manager that is
reasonably acceptable to Mortgage Lender; provided, however, that Mack Cali
Property Trust or its affiliates may manage the property as long as a
non-consolidation opinion satisfactory to Mortgage Lender is provided with
respect to such affiliated property manager. As used herein, the term "Qualified
Manager" means (A) subject to the limitations imposed in the preceding sentence
Mack Cali Property Trust (or its affiliates) or (B) a third party property
manager which (i) is a reputable management company having at least five (5)
years' experience in the management of commercial properties with similar uses
as the Property and in the jurisdiction in which the Property is located, (ii)
manages at least five (5) properties of the same property type as the Property,
and (iii) at the time of its engagement as manager has under management leasable
square footage of the same property type as the Property equal to the lesser of
1,000,000 leasable square feet or five (5) times the leasable square feet of the
Property.

            (d) Mezzanine Lender promptly shall notify Mortgage Lender of any
intended action which would specifically require confirmation by a Rating Agency
under the express terms of this Agreement and shall cooperate with Mortgage
Lender in obtaining such confirmation.

         5. SUBORDINATION; BANKRUPTCY ACTIONS; INSURANCE PROCEEDS AND
CONDEMNATION; CONSTRUCTIVE TRUST.

            (a) Mezzanine Lender acknowledges and agrees that (i) the Mezzanine
Loan and all rights of Mezzanine Lender under the Mezzanine Loan Documents are
and shall remain in all respects subject and subordinate to the Mortgage Loans,
its lien on the Property and collateral and all of its terms and provisions and
to any modifications, consolidations, extension or renewals thereof, so long as
made in accordance with the terms of this Agreement, and to any increases
therein resulting from advances to protect or preserve the lien of the Mortgage
Loan Documents on the Property, (ii) no tenant under any lease of any portion of
the Property will be made a party defendant in any foreclosure upon the
Mezzanine Collateral, nor will any other action be taken in connection with such
foreclosure which would have the effect of terminating any such lease, and (iii)
no portion of the accounts, accounts receivable, rents, issues and profits of
the Property shall be collected directly from the Property or the tenants of the
Property in connection with the foreclosure upon the Mezzanine Collateral.

            (b) The Mortgage Borrower and the Mezzanine Borrowers hereby
covenant and agree not to make, and Mezzanine Lender agrees not to accept any
payments under the Mezzanine Financing Loan Documents to the Mezzanine Lender
made during any period in which an Event of Default exists under the Mortgage
Loan Documents, subject to Mezzanine Lender's cure rights herein. Mezzanine
Lender agrees that, if Mezzanine Lender shall receive any such payments made
under the Mezzanine Financing Loan Documents at any time during which an Event
of Default (subject to Mezzanine Lender's cure rights herein) exists under the
Mortgage Loan Documents, then Mezzanine Lender shall hold such payments in trust
for the benefit of Mortgage Lender and shall turn such payments over to Mortgage
Lender within one (1) business day after receipt thereof. So long as (x) there
is no Event of Default (subject to Mezzanine Lender's cure rights herein) under
the Mortgage Loan Documents (which shall include, without limitation, that there
is no Event of Default relating to the funding of any escrows and reserves under
the Mortgage Loan Documents) and (y) all operating and maintenance expenses of
the Properties are current and are being paid when due in the ordinary course of
business, then the Mezzanine Borrowers may make and the Mezzanine Lender may
accept, (i) regular monthly interest payments made under the terms of the
Mezzanine Loan Agreement, (ii) the Excess Net Operating Cash Flow payments as
provided for in Section 2.5(e) of the Mezzanine Loan Agreement, and (iii) as
long as any applicable release payments or other payments required under the
terms of the Mortgage Loan Documents


                                       7


have been paid, the Net Liquidation Proceeds After Debt Service payments as
provided for in Section 2.5(c) of the Mezzanine Loan Agreement for a particular
Property may be prepaid to the Mezzanine Lender at the time that any one or more
of the Republic Property, the Metroport Property, the Monticello Property or the
Landmark Property are either (i) released from the lien of the applicable
Republic/Metroport Deed of Trust, the Monticello Deed of Trust or the Landmark
Deed of Trust, as the case may be (whether pursuant to Section 84 or 85 of such
Deeds of Trust, a prepayment, or otherwise), or (ii) transferred to another
party subject to the applicable Republic/Metroport Deed of Trust, the Monticello
Deed of Trust or the Landmark Deed of Trust (whether pursuant to the one-time
transfer provision in Section 9(f) of the applicable Deed of Trust or
otherwise); provided, however, that notwithstanding the foregoing, this
permitted prepayment of the Mezzanine Loan shall not, without the prior written
consent of Mortgage Lender, apply to casualty or condemnation proceeds.

            (c) In the event (i) the Mortgage Loans become due or is declared
due and payable prior to its stated maturity as a result of an Event of Default;
(ii) Mortgage Borrower is in default under the Mortgage Loan Documents; or (iii)
any payment, distribution, division or application, partial or complete,
voluntary or involuntary, by operation of law or otherwise, by or on behalf of
Mortgage Borrower, or of all or any part of the property, assets or business of
the Mortgage Borrower or the proceeds thereof, in whatever form, are paid to or
become due to any creditor or creditors of the Mortgage Borrower or to any
holder of indebtedness of the Mortgage Borrower by reason of or in connection
with any liquidation, dissolution or other winding up of the Mortgage Borrower
or its business, or any receivership or custodianship for the Mortgage Borrower
of all or substantially all of its property, or any insolvency or bankruptcy
proceedings or composition or restructuring of any debts of Mortgage Borrower or
assignment for the benefit of creditors or any proceeding by or against the
Mortgage Borrower for any relief under any bankruptcy, reorganization or
insolvency law or laws, federal or state, or any law, federal or state, relating
to the relief of debtors, readjustment of indebtedness, reorganization,
composition or extension; then, and in any such event, any payment or
distribution of any kind or character, whether in cash, property or securities
which shall be payable or deliverable with respect to any or all of the
Mezzanine Financing shall be paid forthwith or delivered directly to the
Mortgage Lender for application to the payment of the Mortgage Loans to the
extent necessary to make payment in full of all sums secured by or owing under
the Mortgage Loans remaining unpaid after giving effect to any concurrent
payment or distribution to the Mortgage Lender or, if received by the Mezzanine
Lender, shall be held in trust by the Mezzanine Lender for the benefit of the
Mortgage Lender. In the event that excess funds collected by Mortgage Lender
under this paragraph remain following application thereof to all sums secured by
or owing under the Mortgage Loan Documents or required to be paid thereunder,
then upon request of Mezzanine Lender, such excess funds shall be paid over to
the Mezzanine Lender and the Mortgage Borrower and Mezzanine Borrowers hereby
consent and direct Mortgage Lender to make such payments directly to the
Mezzanine Lender, provided, however, that Mortgage Lender will have no liability
to Mezzanine Lender if by oversight or otherwise Mortgage Lender disburses such
proceeds directly to Mortgage Borrower.

            In the event of the occurrence of (i) or (ii) above and until the
Mortgage Loans shall have been fully paid and satisfied and all of the
obligations of the Mortgage Borrower to the Mortgage Lender shall have been
performed in full, no payment shall be made to or accepted by the Mezzanine
Lender in respect of the Mezzanine Financing;

            (d) If the Mezzanine Lender shall acquire by indemnification,
subrogation or otherwise, any lien, estate, right or other interest in the
Mortgaged Property, that lien, estate, right or other interest shall be
subordinate to the Mortgage Loan Documents as provided herein, and the Mezzanine
Lender hereby waives any and all rights it may acquire by subrogation or
otherwise to the lien of the Mortgage Loan Documents or any portion thereof;

            (e) Until the satisfaction in full of the Mortgage Indebtedness,
Mezzanine Lender (in its capacity as Mezzanine Lender, but not as an equity
holder as a result of an Equity Enforcement) hereby covenants and agrees that it
will not (i) acquiesce, petition or otherwise invoke, or cause any other person
to invoke, an Insolvency Proceeding (as herein defined) with respect to Mortgage
Borrower, (ii) seek to appoint a


                                       8


receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official with respect to Mortgage Borrower or all or any part of their
respective property or assets or (iii) seek or acquiesce in the winding-up or
liquidation of the affairs of the Mortgage Borrower. Mezzanine Lender further
acknowledges and agrees that Mezzanine Lender (in its capacity as Mezzanine
Lender, but not as an equity holder as a result of an Equity Enforcement) shall
not make any election, give any consent, commence any action or file any motion
or take any other action in any case by or against the Mortgage Borrower under
the Bankruptcy Code without the prior written consent of Mortgage Lender, which
consent may be given or withheld in Mortgage Lender's sole discretion.
"INSOLVENCY PROCEEDING" means any proceeding under the Bankruptcy Code or any
other insolvency, liquidation, reorganization or other similar proceeding
concerning Mortgage Borrower, any action for the dissolution of Mortgage
Borrower, any proceeding (judicial or otherwise) concerning the application of
the assets of Mortgage Borrower, for the benefit of its creditors, the
appointment of or any proceeding seeking the appointment of a trustee, receiver
or other similar custodian for all or any substantial part of the assets of
Mortgage Borrower or any other action concerning the adjustment of the debts of
Mortgage Borrower, the cessation of business by Mortgage Borrower, except
following a sale, transfer or other disposition of all or substantially all of
the assets of Mortgage Borrower in a transaction permitted under the Mortgage
Loan Documents.

            (f) Mortgage Lender and Mezzanine Lender hereby agree as follows:

                (i) Mezzanine Lender (in its capacity as Mezzanine Lender, but
            not as an equity holder as a result of an Equity Enforcement) shall
            vote in favor of, and not against, any and all actions taken by
            Mortgage Lender in any bankruptcy proceeding to permit the
            commencement or continuation of any foreclosure (all subject to the
            terms and provisions hereof); and

                (ii) Mezzanine Lender (in its capacity as Mezzanine Lender, but
            not as an equity holder as a result of an Equity Enforcement) shall
            not propose any plan or vote to confirm or take any other action in
            support of any plan or other course of action proposed by Mortgage
            Borrower or any other party (other than Mortgage Lender) which would
            have the effect of (A) impairing the priority of lien of the
            Mortgage Loans, (B) denying, impeding or delaying Mortgage Lender's
            efforts to collect the Mortgage Loans, or (C) delaying, preventing
            or impairing Mortgage Lender's collection of all or any portion of
            the Mortgage Loans.

            (g) Mezzanine Lender (in its capacity as Mezzanine Lender, but not
as an equity holder as a result of an Equity Enforcement) agrees not to seek,
and not to cooperate with any person to seek, to consolidate the Property or any
other assets of the Mortgage Borrower with the assets of Mezzanine Borrowers or
their affiliates.

            (h) Subject to Mezzanine Lender's exercise of certain cure rights
under Sections 8 (curing) and 9 (Notices of Default) hereof, Mezzanine Lender
(in its capacity as Mezzanine Lender, but not as an equity holder as a result of
an Equity Enforcement) shall not take or institute any action, which directly or
indirectly would interfere with or delay the exercise by Mortgage Lender of its
rights and remedies in respect of the Property or any part thereof or under the
Mortgage Loan Documents or this Agreement. Without limiting the generality of
the foregoing, in the event of a bankruptcy or insolvency of Mortgage Borrower,
Mezzanine Lender (in its capacity as Mezzanine Lender, but not as an equity
holder as a result of an Equity Enforcement) shall not object to or oppose any
efforts by Mortgage Lender to obtain relief from the automatic stay under
Section 362 of the Bankruptcy Code or to seek to cause such entity's bankruptcy
estate to abandon the Property (or any portion thereof) that is subject to the
Mortgage Loan Documents. Nothing in this clause (h) shall be construed to
restrict or limit Mezzanine Lender's right to enforce or initiate any Equity
Enforcement as permitted under Section 4(b).

            (i) In the event of a casualty to the buildings or improvements
constructed on the Property or a condemnation or taking under a power of eminent
domain of the Property, the buildings or improvements thereon, Mortgage Lender
shall have a first and prior interest in and to any payments, awards, proceeds,
distributions, or consideration arising from any such event (the "AWARD"). In
the event of a casualty


                                       9


or condemnation, Mortgage Lender shall release the Awards from any such event to
the Mortgage Borrower if and to the extent required by the terms and conditions
of the Mortgage Loan Documents in order to repair and restore the Property in
accordance with the terms and provisions of the Mortgage Loan Documents. Awards
made available to the Mortgage Borrower for the repair or restoration of the
Property shall not be subject to attachment by Mezzanine Lender. In the event
that the Mortgage Lender elects to release casualty insurance proceeds and/or
condemnation proceeds to the Mortgage Borrower without requiring that such
proceeds be used for restoration or escrows and without imposing any other
restriction on the use of such funds, then, upon request of Mezzanine Lender,
such excess funds shall be paid over to the Mezzanine Lender and the Mortgage
Borrower and Mezzanine Borrowers hereby consent and direct Mortgage Lender to
make such payments directly to Mezzanine Lender; provided, however, that
Mortgage Lender will have no liability to Mezzanine Lender if by oversight or
otherwise Mortgage Lender disburses such proceeds directly to Mortgage Borrower.

            (j) In the Mezzanine Lender receives any Awards pursuant to Section
5(i), such payment shall be received and shall be held by Mezzanine Lender in
trust for Mortgage Lender and shall be promptly turned over by Mezzanine Lender
to Mortgage Lender.

         6. AMENDMENTS TO LOAN DOCUMENTATION; MORTGAGE BORROWER'S ORGANIZATIONAL
DOCUMENTS.

            (a) Notwithstanding any provision in the Mezzanine Loan Documents,
Mortgage Lender shall have the right to enter into, execute and agree to modify,
amend, consolidate, spread, restate or waive any provision of the Mortgage Loan
Documents without obtaining the consent of the Mezzanine Lender, PROVIDED no
such modification, amendment, consolidation, spreader, restatement or waiver
shall (i) increase the principal amount secured by the Mortgage Loans, (ii)
increase the interest rate payable under the Mortgage Loans, (iii) provide for
the payment of any additional interest, kicker or similar equity feature, (iv)
modify the maturity date of the Mortgage Loans (except that Mortgage Lender may
extend the maturity date of the Mortgage Loans in connection with any work-out
or other surrender, compromise, release, renewal, or indulgence relating to the
Mortgage Loans, provided, however, that in no event will Mezzanine Lender be
obligated to extend the maturity of the Mezzanine Loan), (v) spread the lien of
the Mortgage Loans to encumber any additional collateral, (vi) cross-default the
Mortgage Loans with any other indebtedness, or (vii) adversely affect in any
material respect the rights and interests of Mezzanine Lender under the
Mezzanine Loan Documents. Notwithstanding the foregoing, any amounts funded by
Mortgage Lender under the Mortgage Loan Documents as a result of (A) the making
of any protective advances or other advances by Mortgage Lender expressly
permitted by the terms of the Mortgage Loan Documents, or (B) interest accruals
or accretions and any compounding thereof (including default interest) shall not
at any time be deemed to contravene this Section. Mortgage Lender shall, within
five (5) business days after any amendments to the Mortgage Loan Documents,
provide Mezzanine Lender with notice of such amendments together with copies
thereof; provided, however, if Mezzanine Lender's approval of the amendment is
required hereunder, then Mezzanine Lender shall be provided with prior notice
thereof together with draft copies for approval.

            (b) So long as Mezzanine Lender's security or the Mezzanine Loan are
not materially adversely affected, then Mezzanine Lender shall consent to the
amendment or modification of the Mortgage Borrower's organizational documents
upon request by the Mortgage Lender in order to satisfy reasonable requests made
by any Rating Agency in connection with the issuance of the Certificates.

            (c)(i) Notwithstanding any provision in the Mortgage Loan Documents,
Mezzanine Lender shall have the right to enter into, execute and agree to
modify, amend, consolidate, spread, restate or waive any provision of the
Mezzanine Loan Documents without obtaining the consent of the Mortgage Lender,
PROVIDED no such modification, amendment, consolidation, spreader, restatement
or waiver shall (i) change the payment terms of the Mezzanine Loan including
without limitation any changes to the amount or timing of amortization or
interest payable under the Mezzanine Loan (provided, however, that the interest
rate may be decreased or payments may be deferred or reduced without Mortgage
Lender's consent, except that this parenthetical shall not apply to any payments
on the Mezzanine Loan that are mandatory under the terms of the Mortgage Loan
Documents), (ii) increase the principal amount secured by the Mezzanine Loan,
(iii) increase the interest rate payable under the Mezzanine Loan, (iv) provide
for the payment of any additional interest, kicker or similar


                                       10


equity feature, (v) modify the maturity date of the Mezzanine Loan, (vi) spread
the lien of the Mezzanine Loan to encumber any additional collateral, (vii)
cross-default the Mezzanine Loan with any other indebtedness, or (viii)
adversely affect in any material respect the rights and interests of Mortgage
Lender under the Mortgage Loan Documents. Notwithstanding the foregoing, any
amounts funded by Mezzanine Lender under the Mezzanine Loan Documents as a
result of (A) the making of any protective advances or other advances by
Mezzanine Lender expressly permitted by the terms of the Mezzanine Loan
Documents, or (B) interest accruals or accretions and any compounding thereof
(including default interest) shall not at any time be deemed to contravene this
Section. Mezzanine Lender shall, within five (5) business days after any
amendments to the Mezzanine Loan Documents, provide Mortgage Lender with notice
of such amendments together with copies thereof; provided, however, if Mortgage
Lender's approval of the amendment is required hereunder, then Mortgage Lender
shall be provided with prior notice thereof together with draft copies for
approval.

            (ii) Following any securitization of the Mortgage Loans, Mezzanine
Lender shall not enter into, execute or agree to any modification, amendment,
consolidation, spreader, alteration, change, revision, restatement or waiver of
any provision of the Mezzanine Loan Documents (including without limitation by
side letter, consent or waiver), unless Mezzanine Lender shall have delivered to
Mortgage Lender, at Mezzanine Lender's sole cost and expense, written
confirmation from the Rating Agencies that such modification, amendment,
consolidation, spreader, alteration, change, revision, restatement or waiver
will not result in a qualification, reduction or withdrawal of the ratings then
applicable to any Certificates. Any modification, amendment, consolidation,
spreader, alteration, change, revision, restatement or waiver in contravention
of this Section shall be null and void and of no force and effect with respect
to Mortgage Lender. Notwithstanding the foregoing, confirmation by the Rating
Agencies shall not be required with respect to modifications and waivers which
(1) in Mortgage Lender's good faith judgment are not adverse in any respect to
the Mortgage Lender or to any rating issued or issuable in connection with the
Mortgage Loans and/or (2) are not prohibited by Section 6(c)(i) above.

            (iii) Mezzanine Lender shall deliver to Mortgage Lender copies of
any and all waivers as to which it is not required to obtain Rating Agency
confirmation or Mortgage Lender approval within five (5) Business Days after any
of such applicable instruments have been executed by Mezzanine Lender.

         7. LIMITATIONS ON ADDITIONAL RIGHTS OF MEZZANINE LENDER. For as long as
the Mezzanine Loan shall remain outstanding:

            (a) LEASES; ALTERATIONS; CONTRACTUAL OBLIGATIONS. Mortgage Lender
and Mezzanine Lender hereby acknowledge and agree that any rights of the
Mezzanine Lender pursuant to the Mezzanine Loan Documents, to consent to: (i)
the terms of any lease; (ii) material alterations or modifications to the
Property; or (iii) the terms of any material contractual obligation of the
Mortgage Borrower, shall be subject to any rights of the Mortgage Lender under
the Mortgage Loan Documents to approve such actions. In the event both the
Mezzanine Lender and the Mortgage Lender shall have such rights at any time, and
the Mortgage Lender shall fail to exercise such rights, the Mezzanine Lender may
exercise such rights, but such exercise may be superseded by any subsequent
exercise of such rights by the Mortgage Lender to the extent provided in the
Mortgage Loan Documents, it being the intent of the parties hereto that the
terms and provisions of the Mortgage Loan Documents and the rights and
obligations thereunder with respect to such issues shall control over any terms
and provisions of the Mezzanine Loan Documents and the rights and obligations
hereunder with respect to such issues. In the event that Mortgage Borrower
submits an action to Mortgage Lender for approval and Mortgage Lender approves
such item, then Mortgage Lender's approval shall not be deemed to require the
Mortgage Borrower to consummate such action unless such action is mandatory
under the Mortgage Loan Documents.

            (b) ANNUAL BUDGET; EXTRAORDINARY EXPENSES. Mortgage Lender and
Mezzanine Lender hereby acknowledge and agree that any rights of the Mezzanine
Lender, pursuant to the Mezzanine Loan Documents, to consent to: (i) annual
budgets; or (ii) Extraordinary Expenses (as herein defined), shall be subject to
any rights of the Mortgage Lender under the Mortgage Loan Documents to approve
such actions. In


                                       11


the event both the Mezzanine Lender and the Mortgage Lender shall have such
rights at any time, and the Mortgage Lender shall fail to exercise such rights,
the Mezzanine Lender may exercise such rights, but such exercise may be
superseded by any subsequent exercise of such rights by the Mortgage Lender to
the extent provided in the Mortgage Loan Documents, it being the intent of the
parties hereto that the terms and provisions of the Mortgage Loan Documents and
the rights and obligations thereunder with respect to such issues shall control
over any terms and provisions of the Mezzanine Loan Documents and the rights and
obligations hereunder with respect to such issues. "EXTRAORDINARY EXPENSES"
shall mean any extraordinary operating expenses or capital expenses not set
forth in the applicable approved annual budget or otherwise reserved for by
Mortgage Lender. In the event that Mortgage Borrower submits an action to
Mortgage Lender for approval and Mortgage Lender approves such item, then
Mortgage Lender's approval shall not be deemed to require the Mortgage Borrower
to consummate such action unless such action is mandatory under the Mortgage
Loan Documents.

         8. CURING. Subject to the terms of Section 9, the Mezzanine Lender
shall have the right, but not the obligation, (a) to cure an "Event of Default"
by the Mortgage Borrower under the Mortgage (subject to any right of the
Mortgage Borrower to contest an Event of Default under the Mortgage) and (b) to
satisfy any liens, claims or judgments against the Property, in either case,
subject to the Mortgage Borrower's right to contest such matters under the
Mortgage.

         9. NOTICES OF DEFAULT AND CURE; PURCHASE OF MORTGAGE LOANS.

            (a) The Mezzanine Lender shall, simultaneously with delivery to
Mezzanine Borrowers, give Mortgage Lender copies of any notices given to
Mezzanine Borrowers under the Mezzanine Loan Documents of "Events of Default" or
of notices of events that with the passage of time and failure to cure, would
result in the occurrence of a "default" or "Event of Default" under the
Mezzanine Loan Documents.

            (b) The Mortgage Lender shall give the Mezzanine Lender copies of
notices given to the Mortgage Borrower under the Mortgage Loan Documents of
"Events of Default." If there occurs any default by Mortgage Borrower in its
obligation to pay money under the Mortgage Loan Documents, including, without
limitation, scheduled payments of principal and interest under the Mortgage
Loans, sums required to discharge any lien or encumbrance or to pay taxes,
insurance premiums or other obligations (a "MONETARY DEFAULT"), Mortgage Lender
agrees that Mezzanine Lender shall have the right, but not the obligation, to
cure such Monetary Default within five (5) business days after written notice
thereof by Mortgage Lender to Mezzanine Lender; and if there occurs any default
by Mortgage Borrower with respect to its failure to perform any of its other
obligations (other than an obligation to pay money) under the Mortgage Loan
Documents (a "NON-MONETARY DEFAULT"), Mortgage Lender agrees that, Mezzanine
Lender shall have the right, but not the obligation, to cure such Non-Monetary
Default within the greater of (x) 5 business days after written notice and (y)
the cure period for such default, if any, under the Mortgage Loan Documents, and
Mortgage Lender shall not accelerate the indebtedness under the Mortgage Loans
or commence a foreclosure on the Property or seek the appointment of a receiver
for the Property unless Mezzanine Lender shall have failed to cure or cause to
be cured such default within the time period set forth above (except this notice
and cure right shall not apply to transfers of the Properties or of interests in
the Mortgage Borrower which are in violation of the Mortgage Loan Documents or
bankruptcy or insolvency defaults under Section 41 of the Deeds of Trust).
Notwithstanding any such performance by Mezzanine Lender of any such obligations
of Mortgage Borrower, Mezzanine Lender hereby absolutely and irrevocably waives,
to the fullest extent permitted by applicable law, and agrees that it shall not
seek to enforce in any manner whatsoever, any rights it may have, by contract,
at law or in equity, to be subrogated to Mortgage Lender's rights against
Mezzanine Lender under the Mortgage Loan Documents or to Mortgage Lender's
liens, interests, estates or rights on, in or to the Property until payment in
full of the Mortgage Loans in accordance with its terms.

            (c) Notwithstanding the foregoing, the failure of Mortgage Lender to
provide any such notice to Mezzanine Lender shall not affect, limit, modify, or
waive in any manner or respect (i) the default or breach under the Mortgage
Loans with respect to Mortgage Borrower or (ii) Mortgage Lender's rights and
remedies with respect to the Mortgage Borrower pursuant to the Mortgage Loan
Documents with respect to


                                       12


any payment failure by the Mortgage Borrower or any indemnitor or guarantor; and
provided further, that the foregoing shall not, and shall not be deemed to,
limit, affect, modify or waive in any manner or respect (but shall impose no
obligation on Mortgage Lender with respect to the exercise thereof) Mortgage
Lender's rights and remedies upon the occurrence of a material non-payment
default which Mortgage Lender determines, in its good faith judgment, to be or
create an emergency or to necessitate an immediate response or action in order
to preserve or protect the Property, the collateral granted to Mortgage Lender
or the health and/or safety of any tenant or other persons and their property on
or at, occupying or using all or any portion of, the Property.

            (d) If: (i) an Event of Default shall have occurred under the terms
of the Mortgage Loan Documents and Mortgage Lender shall have accelerated the
indebtedness under the Mortgage Loans; or (b) a bankruptcy proceeding shall have
commenced and be continuing with respect to Mortgage Borrower, then Mezzanine
Lender shall have the right (but not the obligation) to purchase the Mortgage
Loans upon the payment to the Mortgage Lender of an amount equal to the sum of
(i) 100% of the unpaid principal balance of the Mortgage Loan Documents on the
date of purchase, (ii) all accrued but unpaid interest on the Mortgage Loan
Documents to the date of purchase (including any applicable default interest),
(iii) all prepayment or similar premiums owing under the Mortgage Loan Documents
(including any premium payable during the lockout period calculated in
accordance with Section 3 of the Note), (iv) any advances made by Mortgage
Lender for protection of security such as, for example, advances for taxes,
insurance and the like, (v) any expenses owing to Mortgage Lender under the
Mortgage Loan Documents, including any enforcement or collection expenses in
connection with the Mortgage Enforcement Proceedings, and (vi) all other
obligations payable under the Mortgage Loan Documents (collectively, the "LOAN
PURCHASE PRICE"). Mezzanine Lender's right to purchase the Mortgage Loans may be
exercised by written notice to Mortgage Lender of its intention to do so and
payment of the Loan Purchase Price within thirty (30) days after notice has been
given to Mezzanine Lender of such acceleration of the Mortgage Loans or
bankruptcy of the Mortgage Borrower, and in any event prior to the final
foreclosure of any Mortgage. Upon payment to Mortgage Lender of the Loan
Purchase Price, Mortgage Lender will execute assignment documents to assign
(without recourse, representation or warranty, except for representations as to
the outstanding balance of the Mortgage Loans and that Mortgage Lender has not
assigned or encumbered its rights in the Mortgage Loans) the Mortgage Loans to
Mezzanine Lender or its designee. In addition, upon payment to Mortgage Lender
of the Loan Purchase Price, all originals of the Mortgage Loan Documents,
appropriately endorsed and assigned in recordable form, where appropriate, and
any reserves or escrows arising or held under the Mortgage Loan Documents
(including, without limitation, any tax, insurance and capital expense
replacement reserves or escrows), shall be delivered to Mezzanine Lender;
provided, however, that Mezzanine Lender shall pay all costs and expenses
incurred by Mortgage Lender in connection with the purchase of the Mortgage Loan
including, without limitation, attorneys' fees.

         10. TERMINATION. This Agreement shall terminate upon full and final
payment of any and all amounts due under the Mortgage Loans, provided that all
rights of the Mezzanine Lender hereunder shall automatically terminate at such
time as the Mezzanine Loan has been paid in full.

         11. MISCELLANEOUS.

            (a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
Mezzanine Lender and Mortgage Lender and their respective successors and
assigns, whether immediate or remote. Mortgage Lender and Mezzanine Lender
agree, and as a condition to assignment of the Mortgage Loans or the Mezzanine
Loan their assignees shall agree, that this Agreement will be assigned to all
future assignees of the Mortgage Loans or the Mezzanine Loan.

            (b) NO WAIVER BY MORTGAGE LENDER OR MEZZANINE LENDER. The Mortgage
Lender shall not be prejudiced in its rights under this Agreement by any act or
failure to act by the Mortgage Borrower or the Mezzanine Lender, or any
non-compliance of the Mortgage Borrower or the Mezzanine Lender with any
agreement or obligation, regardless of any knowledge thereof which the Mortgage
Lender may have or with which the Mortgage Lender may be charged; and no action
of the Mortgage Lender permitted hereunder shall


                                       13


in any way affect or impair the rights of the Mortgage Lender and the
obligations of the Mezzanine Lender under this Agreement. No delay on the part
of the Mortgage Lender in the exercise of any rights or remedies shall operate
as a waiver thereof, and no single or partial exercise by the Mortgage Lender of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy; nor shall any modification or waiver of
any of the provisions of this Agreement be binding upon the Mortgage Lender
except as expressly set forth in a writing duly signed and delivered on behalf
of the Mortgage Lender. Mezzanine Lender shall not be prejudiced in its rights
under this Agreement by any act or failure to act by the Mortgage Borrower or
the Mortgage Lender, or any non-compliance of the Mortgage Borrower or the
Mortgage Lender with any agreement or obligation, regardless of any knowledge
thereof which the Mezzanine Lender may have or with which the Mezzanine Lender
may be charged; and no action of the Mezzanine Lender permitted hereunder shall
in any way affect or impair the rights of the Mezzanine Lender and the
obligations of the Mortgage Lender under this Agreement. No delay on the part of
the Mezzanine Lender in the exercise of any rights or remedies shall operate as
a waiver thereof, and no single or partial exercise by the Mezzanine Lender of
any right or remedy shall preclude other right or remedy; nor shall any
modification or waiver of any of the provisions of this Agreement be binding
upon the Mezzanine Lender except as expressly set forth in a writing duly signed
and delivered on behalf of the Mezzanine Lender.

            (c) FURTHER ASSURANCES.

                (i) Mezzanine Lender shall execute such further documents or
instruments and take such further action as Mortgage Lender may reasonably
require from time to time to carry out the intent of this Agreement.

                (ii) Mortgage Lender shall execute such further documents or
instruments and take such further action as the Mezzanine Lender may reasonably
require from time to time to carry out the intent of this Agreement.

            (d) NOTICES. Any notice, demand, statement, request or consent made
hereunder shall be effective and valid only if in writing, referring to this
Agreement, signed by the party giving such notice, and delivered either
personally to such other party, or sent by nationally recognized overnight
courier delivery service or by certified mail of the United States Postal
Service, postage prepaid, return receipt requested, addressed to the other party
as set forth on page 1 of this Agreement (or to such other address or person as
either party or person entitled to notice may by notice to the other party
specify).

            (e) CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Texas, without regard to the conflict of laws principles
thereof. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or be invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.

            (f) AMENDMENTS AND WAIVERS. Neither this Agreement nor any terms
hereof may be amended, modified or waived other than by a written agreement
executed by the party against which such amendment, modification or waiver is
sought to be enforced. If the Mortgage Loans have been included in a
securitization, any amendment of this Agreement shall be subject to written
confirmation from each Rating Agency rating the Certificates that such amendment
will not result in a qualification, downgrade or withdrawal of the then-current
ratings assigned by such Rating Agencies to the Certificates.

            (g) COUNTERPARTS. This Agreement may be executed in execution
counterparts by the signatories hereto and each such counterpart shall have the
force and effect of an original.



                                       14


            (h) LIABILITY OF MORTGAGE LENDER. Mezzanine Lender acknowledges that
Mezzanine Lender shall have no right hereunder to seek monetary damages from
Mortgage Lender for any failure to perform any obligation hereunder.

            (i) EXPENSES IN REVIEW OF MEZZANINE FINANCING. All costs and
expenses in connection with Mortgage Lender's review and approval of the
Mezzanine Financing and the Mezzanine Financing Loan Documents shall be paid by
the Mortgage Borrower, including, without limitation, Mortgage Lender's
attorneys' fees. All costs and expenses in connection with Mezzanine Lender's
review and approval of the Mezzanine Financing and the Mezzanine Financing Loan
Documents shall be paid by the Mezzanine Borrowers, including, without
limitation, Mezzanine Lender's attorneys' fees.

            (j) REINSTATEMENT. To the extent any payment under the Mortgage Loan
Documents (whether by or on behalf of the Mortgage Borrower, as proceeds of
security or enforcement of any right of set-off or otherwise) is for any reason
repaid or returned to the Mortgage Borrower or its insolvent estate, or avoided,
set aside or required to be paid to the Mortgage Borrower, a trustee, receiver
or other similar party under any bankruptcy, insolvency, receivership or similar
law, then the Mortgage Loans or part thereof originally intended to be satisfied
shall be deemed to be reinstated and outstanding to the extent of any repayment,
return, or other action as if such payment had not occurred. To the extent any
payment under the Mezzanine Loan Documents (whether by or on behalf of the
Mezzanine Borrowers, as proceeds of security or enforcement of any right of
set-off or otherwise) is for any reason repaid or returned to the Mezzanine
Borrowers or its insolvent estate, or avoided, set aside or required to be paid
to the Mezzanine Borrowers, a trustee, receiver or other similar party under any
bankruptcy, insolvency, receivership or similar law, then the Mezzanine Loans or
part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding to the extent of any repayment, return, or other
action as if such payment had not occurred.

            (k) ESTOPPEL CERTIFICATES. After request by the Mortgage Lender, the
Mezzanine Lender shall within ten (10) days furnish the Mortgage Lender with a
statement, duly acknowledged and certified setting forth the original principal
amount of the Mezzanine Financing, the unpaid principal balance, all accrued but
unpaid interest and that, to the best of its knowledge, there exists no defaults
in the repayment of the Mezzanine Financing under the Mezzanine Financing Loan
Documents or otherwise. After request by the Mezzanine Lender, the Mortgage
Lender shall within ten (10) days furnish the Mezzanine Lender with a statement,
duly acknowledged and certified setting forth the original principal amount of
the Mortgage Loans, the unpaid principal balance, all accrued but unpaid
interest and that, to the best of its knowledge, there exists no defaults in the
repayment of the Mortgage Loans under the Mortgage Loan Documents or otherwise.

            (l) ADMINISTRATIVE FEES. Mortgage Lender may charge reasonable
administrative fees and be reimbursed for all reasonable costs and expenses,
including reasonable attorneys' fees and disbursements, associated with
reviewing and processing requests under this Agreement which fees shall be paid
by Mortgage Borrower. Mezzanine Lender may charge reasonable administrative fees
and be reimbursed for all reasonable costs and expenses, including reasonable
attorneys' fees and disbursements, associated with reviewing and processing
requests under this Agreement which fees shall be paid by Mezzanine Borrowers.

            (m) MORTGAGE BORROWER AND MEZZANINE BORROWERS. The Mortgage Borrower
and the Mezzanine Borrowers are joining in this Agreement only for the purposes
of their agreement to be bound by the terms and provisions of the first sentence
of Section 5(b), the last sentence of Section 5(c), the last sentence of Section
5(i), Section 11(b), Section 11(i) and Section 11(l) hereof. The Mortgage
Borrower and Mezzanine Borrowers shall have no substantive rights under this
Agreement.

            (n) CONFLICTS. This Agreement shall be deemed to govern any
conflicts, as between Mortgage Lender and Mezzanine Lender, between the terms
and provisions of the Mortgage Loan Documents and the Mezzanine Financing Loan
Documents.



                                       15


         IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date set forth above.

                                   MEZZANINE LENDER:
                                   ----------------

                                   MACK CALI PROPERTY TRUST,
                                   a Maryland Business Trust

                                   By: /s/ Roger W. Thomas
                                      -------------------------------
                                      Name: Roger W. Thomas
                                      Title: Executive Vice President
                                             & General Counsel



                                   MORTGAGE LENDER:
                                   ---------------

                                   JOHN HANCOCK LIFE INSURANCE COMPANY,
                                   a Massachusetts corporation

                                   By: /s/ Thomas J. Corrigan
                                      -------------------------------
                                      Name: Thomas J. Corrigan
                                      Title:






                                       16





                                   MORTGAGE BORROWER:
                                   -----------------

                                   BROOKVIEW PARTNERS, L.P.,
                                   a Texas limited partnership   (SEAL)

                                   By: BROOKVIEW ASSOCIATES, L.L.C., a Texas
                                       limited liability company, its General
                                       Partner

                                       By: /s/ David S. Gruber
                                          --------------------------------------
                                             Manager


                                   MEZZANINE BORROWERS:
                                   -------------------

                                   NUSSBAUM CENTENNIAL PARTNERS, L.P.,
                                   a Texas limited partnership   (SEAL)

                                   By: NUSSBAUM CENTENNIAL, LLC, a Texas
                                       limited liability company, its General
                                       Partner

                                       By: /s/ Steven H. Levin
                                          --------------------------------------
                                             Manager


                                   ASHWOOD AMERICAN PARTNERS MC DALLAS,
                                   L.P., a Texas limited partnership  (SEAL)

                                   By: A/A/ INVESTORS - MC DALLAS, LLC, a
                                       Texas limited liability company, its
                                       General Partner

                                       By: /s/ David S. Gruber
                                          --------------------------------------
                                             Manager





                                       17