2010.11.29 Filing PKT MBPlaza V Wells Fargo Comp, Cover Sheet Summons Exhibits

~JS44 (Rev 2/OS) CIVIL COVER SHEET
TheJS 44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofpleadings orotherpapers as required bylaw, except as provided
by local rules ofcourt. This form, approved by the Judicial Conference of the United States in September 1974, is required for the use of the Clerk of Court forthe purpose of initiating
the civil docket sheet. (SEE INSTRUCTIONS ON THE REVERSE OF THE FORM.) NOTICE: Attorneys MuST Indicate All Re-filed Cases Below.
I. (a) PLAINTIFFS DEFENDANTS
M B PLAZA, LLC a Florida Limited Liability Corporation WELLS FARGO BANK N.A.
(b) County of Residence of First Listed Plaintiff MIAMI-DADE County of Residence of First Listed Defendant
~ (EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLV)
(c) Attorney’s (Firm Name, Address, and Telephone Number) NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT
LAND INVOLVED.
DAVID H. CHARUP, ESQ.
CHARLIP LAW GROUP, LC Attorneys (If Known)
17501 Biscayne Blvd. Suite 510, Aventura, FL 33160
(d) Check County Where Action Arose ió MIAMI- DADE ci MONROE ci EROWARD ci PALM BEACH ci MARTIN 0 ST. LUCIE 0 INDIAN RIVER ci OKEECHOBEE
BIG E LAN D S
II. BASIS OF JURISDICTION (Place an “X” in One Dos Only) III. CITIZENSHIP OF PRINCIPAL PARTIES(Place an X” in One Box for Plajntirf
(For Diversity Cases Only) and One Dos for Derendanl)
ci t U.S. Government ci 3 Federal Qnestion PTF DEF PIF DEF
PlainlilT (U.S. Government Not a Party) Citizen ofThis State ci I ci I Ineorporaled or Principal Place t 4 ci 4
of Business In This State
ci 2 U.S. Government vtJ 4 Diversity Citizen orAnother State ci 2 ci 2 Incorporated and Principal Place ci S I’S 5
Defendant of Bosiness In Another State
(Indicate Citizenship ofParties in Item Ill)
Cilizen or Subject ora ci 3 ci 3 Foreign Nation ci 6 ci 6
Foeeirn_Country
IV. NATURE OF SUIT (Place an X” in One Box Only)
CONTRACT TORTS FORFEITURE/PENALTY BANKRUPTCY OTHER STATUTES
ci 110 Insorance PERSONAL INJURY PERSONAL INJURY ci 610 Agri culture ci 422 Appeal 28 USC 158 ci 400 Stale Reapporlionmeal
ci 120 Marine ci 310 Airplane ci 362 Personal tnjury . ci 620 Other Food & Drug ci 42) Withdrawal ci 410 Antitrust
ci 130 Miller Art ci 315 Airplane Product Med. Malpractice ci 625 Drug Related Seizure 28 USC 157 ci 430 Banks and Banking
ci 140 Negotiable enstrnment Liability ci 365 Personal Injury . of Property 21 USC ISI 0 450 Commerce
ci ISO Recovery ofOverpayment ci 320 Assault. Libel & Product Liability ci 630 Liquor Laws PROPERTY RIGHTS 0 460 Deportation
& Enforcement ofsudgment Slander ci 368 Asbestos Personal ci 640 R.R. & Truck ci 820 Copyrights ci 470 Racketeer Influenced and
ci 151 N edicare Ad ci 330 Federal Employees’ Injury Producl ci 650 Airline Rega. ci 830 Pascal Corrupt Organizations
ci 152 Recovery or Dersulted Lisbilily Liability ci 660 Occupalional ci 840 Trademark ci 480 Consumer Credit
Student Loans ci 340 Marine PERSONAL PROPERTY Ssrely/Heallh ci 490 Cable/Sal TV
(Easel. Veterans) ci 345 Marine Product ci 370 Other Fraud ci 690 Olher ci 110 Seleelive Service
ci 153 Recovery ofOverpayment Liability ci 371 Truth in Lending LABOR SOCIAL SECURITY ci 850 SecuritieslCommodilies/
of veteran’s Benents ci 350 Motor Vehicle ci 380 Other Personal ci 710 Fair Labor Slandards 0 861 HIA (I 395ff) Exchange
ci 160 Stockholders’ Suits ci 355 Motor Vehicle Property Damage Act ci 862 Black Lung (923) ci 875 Customer Challenge
~ 190 Oiher Contract Product Liability ci 385 Property Damage ci 720 Lsbor/Mgmt. Relations ci 86) DIWC/DIWW (4O5(g)) I 2 USC 3410
ci 195 C ontrac I Product Liability ci 360 Other Personal Producl Liability ci 730 Labor/Mgmt.Reporling ci 864 SSID Tille XVI ci 890 Olher Slatutory Actions
ci 196 Franchise Injury & Diact ooure Act ci 865 RSI (40S(g)) ci 891 Agricullural Arts
REAL PROPERTY CIVIL RIGHTS PRISONER PETITIONS ci 740 Railway Labor Act FEDERAL TAX SUITS 0 892 Economic Slabilization Ad
ci 210 Land Condemnation ci 441 Voting ci 510 Motions to Vacate ci 790 Other Labor Litigation ci 870 Taxes (U.S. Plaielitr 0 893 Environmenlal Mailers
ci 220 Foreclosure 0 442 Employmeat Sentence ci 791 EmpI. Ret. Inc. Secorit or Defendant) ci 894 Energy Allocation Act
ci 230 Rent Lease & Ejectment 0 443 Houaiog/ Habeas Corpus Act ci 871 IRS—Third Party ~ 895 Freedom of Information Act
ci 240 Torts to Land Accommodations ci 530 General 26 USC 7609
ci 245 Tort Product Liability ci 444 ~Vetfare ci 535 Death Penalty I 1MM IC PA T0(SN 0 900 Appeal of Fee Delermisation
445 Amer. w/Disabilities 462 Naturalization Under Equal Access to Justice
ci 290 All Other Real Property ~ Employment ~ ci 540 Mandamus & Other Application
446 Amer. w/Disubililies 46) Habeas Corpus-Alien
~ Olher - ci 550 Civil Rights ci Delaince
465 Other Immigration 950 Conslitulionalily ofSlate
0 440 Other Civil Rights ci 555 Prison Condition ci Actions Statutes
V. ORIGIN (Place un’X” in One Box Only)

Transferred from
Appeal to District
Judge from
,,~ I Original ~ 2 RernDved from CI 3 Re-filed- CI 4 Reinstated or ~ 5 another district CI 6 Multidistrict ~ 7
Proceeding State Court (see VI below) Reopened (speciPj) Litigation Judgment
a) Re-filed Case CI YES 0 NO b) Related CaSeS CI YES ~? NO

VI. RELATED/RE-FILED (See inalructions
CASE(S). secondpsge): JUDGE DOCKETNUMBER
I Cite the U.S. Civil Statute under which you are filing and Write a Brief Statement of Cause (Do not cite jurisdictional statutes unless
I diversity):
VII. CAUSE OF ACTIoN~ 28 U.S.C. § 1332 (diversity).
28 U.S I
8 2201 (declaratory judgment)
~ LENGTH OF TRIAL via 2 days estimated (for both sides to try entire case)
VIII. REQUESTED IN CI CHECK IF THIS IS A CLASS ACTION DEMANDS CHECK YES only if demanded in complaint:
COMPLAINT: UNDER F.R.C.P. 23 JURY DEMAND: CI Yes ~‘ No
ABOVE INFORMATION IS TRUE & CORRECT TO
THE BEST OF MY KNOWLEDGE
IL IGNATUREJ4AT74~5/CORD
AM OUNT
FOR OFFICE USE ONLY
November
DATE
RECEIPT P
29, 2010
1FF
UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF FLORIDA
M B Plaza, LLC, a Florida Limited Liability

Corporation, } Civil Action, File Number:
}
}
Plaintiff, }
}
}
v. }
}
WELLS FARGO BANK, National Association;
Defendant. }
}
COMPLANT FOR DECLARATORY AND NJUNCTIVE RELIEF
Plaintiff, M B Plaza, LLC, a Florida limited liability corporation, sues Defendant WELLS
FARGO BANK, National Association for declaratory and injunctive relief and to stay a pending
foreclosure proceeding, and states:
Introduction
1. By this action, the Plaintiff seeks a declaration of its rights and obligations to the
Defendant under certain loan documents including a note and mortgage for a shopping center
owned by the Plaintiff after such loan documents had been assigned by the original lender,
securitized and then further assigned. Additionally, supplemental injunctive relief is being sought
in the event the Court determines that the Defendant lacks standing to enforce the loan
documents.
CHARLIP LAW GROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTURA FL 33160 T (305) 354-9313 F (305)354.9314 Page 1
Parties and Jurisdiction
2. Plaintiff M B Plaza, LLC (“Plaintiff’) is a Florida limited liability corporation
whose principal address is located in Aventura, Miami-Dade County, Florida.
3. This Court has jurisdiction under 28 U.S.C. §1332 (diversity). Declaratory and
injunctive relief is proper pursuant to 28 U.S.C. § 2201 (declaratory judgment).
4. Venue is proper in this Court pursuant to 28 U.S.C. § l39l(a)(2) (a substantial
part of the events or omissions giving rise to the claim occurred in this district).
5. Defendant WELLS FARGO BANK, N.A. (“Defendant”) is a national banking
association that does business throughout the United States and in Miami-Dade County, Florida.
6. Defendant has alleged that as of September 29, 2010 it purchased from Square
Mile/RAM Acquisition, LLC the note, mortgage and related loan documents described
hereinafter and as a result thereof it claims to own and hold the note, mortgage and related loan
documents and is the real party in interest. Square Mile/RAM Acquisition, LLC is a corporate
entity that allegedly purchased the Note and Mortgage and related documents from an entity that
allegedly acquired them from the corporate trustee of a commercial mortgage pass-through
securitized trust.
General Allegations
7. The real property that is the subject of this action is a shopping center having an
address of 2507 West Hillsborough Avenue and is located in Tampa, Hillsborough County,
Florida (“the shopping center”).
8. On or about September 12, 2006, Plaintiff executed and delivered to Column
Financial, Inc. (“Column Financial”), a Promissory Note (“the Note”) in the amount of Three
Million, Two Hundred Thousand Dollars and xxIlOO Cents ($3,200,000.00). A copy of the Note
is attached hereto as Exhibit I.
9. As security for the Note, on or about September 12, 2006, Plaintiff executed and
delivered to Column Financial a Mortgage, Security Agreement and Assignment of Leases and
Rents (“the Mortgage”), which was recorded on September 25, 2006, in Official Records Book
16979, at Page 0651, Public Records of Hillsborough County, Florida, upon and to the shopping
center, together with all improvements, appurtenances, and fixtures. A copy of the Mortgage is
attached hereto as Exhibit 2.
10. On or about September 12, 2006, Column Financial allegedly assigned the Note
and Mortgage to Wells Fargo Bank, N.A. as Trustee for the registered holders of Credit Suisse
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2006-CS (the “Wells Fargo Trustee”), pursuant to an Assignment of Mortgage dated
September 12, 2006, which was recorded on October 31, 2007, in Official Records Book
18222, at Page 1, Public Records of Hillsborough County, Florida, a copy of which is attached
hereto as Exhibit 3. Additionally, Column Financial allegedly executed an Allonge to the Wells
Fargo Trustee, which is attached to the Note as Exhibit IA.
11. On or about February 3, 2010, the Wells Fargo Trustee allegedly assigned the
Note obligations, Mortgage, and the related loan documents, without recourse, to CSMC 2006-
CS Armenia Retail, LLC, pursuant to an Assignment of Mortgage, Security Agreement and
Assignment of Leases and Rents and Other Loan Documents, which was recorded on February
4, 2010, in Official Records Book 19703, at Page 1077, of the Public Records of Hillsborough
County, Florida, a copy of which is attached hereto as Exhibit 4. In connection with this
CHARLIP LAWGROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTURA FL 33160 T (305) 354-9313 F (305)354-9314 Page 3
assignment, an Allonge was allegedly executed to CSMC 2006-CS Armenia Retail, ELC,
which is attached to the Note as Exhibit lB.
12. On or about July 21, 2010, Square Mile/RAWI Acquisition, LLC allegedly
purchased from CSMC 2006-CS Armenia Retail, EEC, without recourse, the note, mortgage
and other loan documents at issue in this action. On the same day, CSMC 2006-CS Armenia
Retail, EEC, as Assignor, allegedly executed an allonge to the note and an assignment of the
mortgage and other loan documents in favor of Square Mile/RAM Acquisition, LEC recorded
on August 6, 2010, in Official Records Book 20015, at Page 836 of the Public Records of
Hilisborough County, Florida, a copy of which is attached hereto as Exhibit 5. The Allonge that
was allegedly executed to Square Mile/RAM Acquisition, LLC is attached to the Note as
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13. On or about September 29, 2010, Wells Fargo Bank, NA allegedly purchased
from Square Mile/RAM Acquisition, EEC, without recourse, the note, mortgage and other loan
documents at issue in this action. On the same day, Square Mile/RAM Acquisition, EEC, as
Assignor, allegedly executed an allonge to the note and an assignment of the mortgage and
other loan documents in favor of Wells Fargo Bank, NA recorded on October 4, 2010, in
Official Records Book 20116, at Page 4 of the Public Records of Hillsborough County, Florida,
a copy of which is attached hereto as Exhibit 6. The Allonge that was allegedly executed by
Square Mile/RAM Acquisition, LLC to Wells Fargo Bank, NA is attached to the Note as
Exhibit ID.
14. On or about November 12, 2010, the Defendant has demanded that the Plaintiff
provide it with reports, rental payments and mortgage payments under the loan documents A
copy of the foregoing correspondence is attached hereto as Exhibit 7.
15. On or about November 15, 2010, prior to the filing of this action, the Plaintiff
requested the Defendants counsel to provide clarification as to who properly owned and held the
subject Note and Mortgage and refused providing Defendant with the performance it was
requesting from Plaintiff pending the receipt of adequate assurances and proof of the
Defendant’s standing and right to receipt of such performance. A copy of the foregoing
correspondence is attached hereto marked Exhibit 8.
16. The Plaintiff’s specific reservations concerning the Defendant’s standing and
ownership of the Note, Mortgage and related loan documents arise from the transfers of the
Note and Mortgage and related loan documents as is more particularly detailed hereinafter. In
particular, Plaintiff questions transfers to and from the Credit Suisse Commercial Mortgage
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17. This specific trust, as with all trusts, is governed by certain operative
documents that dictate the actions of any and all agents for the trust, their powers and how
they may act on behalf of the trust. An agent for the trust, such as the Wells Fargo Trustee,
has absolutely no power to act outside of the powers and authority vested in it by these
documents.
18. The governing documents for this trust are the Prospectus, Prospectus
Supplement, Pooling and Servicing Agreement and the Mortgage Loan Purchase Agreements
referred to in the Pooling and Servicing Agreement.
19. According to the Prospectus Supplement for the Trust, Form 424B5, filed with
the Securities and Exchange Commission (the “SEC), the Trust is an “Issuing Entity” and is a New
York common law trust established pursuant to a Pooling and Servicing Agreement dated December
1, 2006. This document consisted of 832 pages and was therefore too large to attach to this
CHARLIP LAW GROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTUBA FL 33160 T (305) 354-9313 F (305)354.9314 Page 5
Complaint by way of exhibit but it can be found directly on the Security and Exchange
Commission’s website at:
http:I/www.secinfo.coml$ISEC/Documents.asp’?CIK=l382095&Party=BFO&Type=424B5&Lab
el=Prospectus+%2D%2D+Rule+424%28b%29%285%29.
20. The operative and governing document of this Trust is the Pooling and Servicing
Agreement (the “PSA”) dated December 1, 2006 and which was filed with the SEC. This
document consisted of 492 pages and was therefore too large to attach to this Complaint by way of
exhibit but it can be found directly on the Security and Exchange Commission’s website at:
http://www.secinfo.comldRSm6.uv.c.htm.
21. According to the PSA and Prospectus Supplement, the parties duly appointed and
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a) Originating Lender: Column Financial, Inc.
b) Seller & Sponsor: Column Financial, Inc.
c) Depositor: Credit Suisse First Boston Mortgage Securities Corp.
d) Issuing Entity: Credit Suisse Commercial Mortgage Trust 2006-C5
e) Trustee: Wells Fargo Bank, NA
t) Master Servicer: KeyCorp. Real Estate Capital Markets, Inc.
g) Special Servicer: LNR Partners, Inc.
22. The Trust and the Trustee are governed by the Laws of the State of New York as it
relates to the governance of the Trust by the Trustee and the activities of the Trust. New York
Trust law says every sale, conveyance or other act of the trustee in contravention of the trust
CHARLIP LAW GROUP, LC 17501 BISCAYNE BLVD. STE. SlO AVENTLJRA FL 33160 T (305) 354-9313 F (305)354.9314 Page 6
is void. “NY CLS EPTL § 7-2.4, Application of Muratori, 183 Misc. 967, 970 (N.Y. Sup. Ct.
1944) See also Dye v Lewis 67 Misc 2d 426, 324 NYS2d 172 (1971), mod on other grounds 39
App Div 2d 828, 332 NYS2d 968 (1972, 4th Dept). (The authority of a trustee to whom a
mortgage had been delivered under a trust indenture was subject to any limitations imposed
by the trust instrument, and every act in contravention of the trust was void.)
23. Tn several different sections of the PSA, the Trust elected to be treated as a Real
Estate Mortgage Investment Conduit (a “REMIC”) pursuant to the provisions and regulations of
a REMIC found at 26 U.S.C. §~ 860A-F; Internal Revenue Code (the “Code”), Section 860.
24. Election by the Trust to be treated as one or more REMIC’s imposes strict and
absolute requirements regarding transfers of assets (i.e. mortgage loans or notes) to the Trust and
WC Section 860 outlines and governs these strict requirements.
25. According to the PSA, Section 1.01 the Startup Day for this trust was elected to
be the same date as the Closing Date which was: December 22, 2006.
26. According to Internal Revenue Code, Section 860G. All of a REMIC’s loans
must be acquired on the startup day of the REMIC or within three months thereafter.” Any
contribution of an asset (other than cash) that is contributed to the REMIC after the Startup Day
(or within the allowable 90 day window) is deemed an “unqualified or prohibited
contribution” and can cause the entire REMIC Trust to lose its tax-free status which would be
catastrophic to the Trust (and all the individual beneficiaries, shareholders or Certificate holders)
because the Trust cash flow would be subjected to double-taxation or at a minimum, the prohibited
transaction is taxed at 100% to the Trust.
27. For this reason, all parties serving as agents for the Trust must strictly adhere to
the guidelines and conveyance clauses specifically delineated in Article I, Section 2.01 of the PSA
CHARLIP LAW GROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTURA FL 33160 T (305) 354-9313 F (305)354-9314 Page 7
lest the Trust lose it special REMIC tax status which would result in double taxation on all trust
income, or, at the very least, subject the Trust to a 100% tax on any and all prohibited transactions.
28. Section 2.01 of the PSA in the instant case specifically requires the Depositor (and
only the Depositor) to convey the mortgage loans to the Trustee. Simply put, the PSA allows for
absolutely no other form, method or chain of conveyance of mortgage loans to the Trust.
Specifically such paragraph states: ‘[tjhe Depositor, concurrently with the execution and delivery
hereof, does hereby assign, sell, transfer, set over and otherwise convey to the Trustee, without
recourse, for the benefit of the Certificate holders all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in, to and under (i) the
Original Trust Mortgage Loans, (H) the Mortgage Loan Purchase Agreements to the extent they
relate to the Trust Mortgage Loans and (Hi) all other assets included or to be included in the
Trust Fund.”
29. What this clause clearly stipulates is that the Depositor, Credit Suisse First Boston
Mortgage Securities Corp., is the ppjy entity that can assign, transfer and convey the mortgage
loans to the Trustee for this Trust.
30. Moreover, such conveyance would have had to happen on or after the date the
Trust was established otherwise there would be no entity to receive the conveyance. Here the
start-up/closing date was December 22, 2006, yet the assignment was dated September 12, 2006,
over two (2) months before the trust was even formed.
31. Equally crucial to the conveyance is that the conveyance must have been made
from the Depositor, Credit Suisse First Boston Mortgage Securities Corp., and not the Originator,
Column Financial.
32. The Trustee had no requisite authority conferred upon it by the operative
CHARLIP LAW GROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTURA FL 33160 T (305) 354-9313 F (305)354-9314 PageS
and governing documents, the PSA, to accept any conveyance by assignment of a mortgage
loan in September, 2006 or in the manner in which the Assignment of Mortgage purports
to have conveyed the mortgage loan (from Column Financial directly to the Trustee) which is
the subject of this action; and, in so doing, violated the PSA which is a serious act of infidelity
to the Trust and violated several provisions of the Internal Revenue Code, Section 860
governing the REMIC provisions for this Trust.
33. It is the Plaintiff’s contention that the conveyance of the mortgage loan appears to
be null and void under New York trust law as it relates to the powers of the Trustee to accept
and/or convey a mortgage loan for this trust in this manner.
34. The Plaintiff further contends that because the subject Note and Mortgage did
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found to be the true and actual owner and holder of the Note and Mortgage. As a severance of the
ownership and possession of the original Note and Mortgage has occurred and as the true owner
and holder of both the original Note and Mortgage are unknown as a result of multiple
assignments, the Plaintiff believes that the Defendant is without legal standing to demand
enforcement of the Note and Mortgage and is legally precluded from foreclosing on and selling
the Property.
35. Notwithstanding the above contention, there is presently pending in Hillsborough
County Circuit Court a foreclosure lawsuit bearing case number 10-010219 DIV G in which the
Defendant is seeking to be substituted as a party plaintiff.
36. Accordingly, there is an actual and justiciable controversy relating to the
legal rights and duties of Plaintiff and Defendant under the documents referenced
herein in that the Defendant has advised Plaintiff that it believes that it is the proper
CHARLIP LAW GROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTURA FL 33160 T (305) 354-9313 F (305)354-9314 Page 9
and legal titleholder to the Note and Mortgage with legal standing to maintain an action
for foreclosure and with the rights to demand performance under the Note and
Mortgage. This controversy is of sufficient immediacy and reality to warrant the
issuance of a declaratory judgment.
37. Plaintiff has complied with all conditions precedent to the relief requested herein
or such conditions have all been waived or excused.
38. Plaintiff has retained the undersigned counsel and has agreed to pay said counsel
a reasonable attorneys fee.
COUNT I: DECLARATORY RELWP
39. Plaintiff reaffirms and reaUeges paragraphs 1 through 38 hereinabove as if set
forth more fully hereinbelow.
40. This is an action for declaratory relief which is being brought pursuant to 28
U.S.C. § 2201 to declare that Defendant has no legal or equitable rights in the Note and
Mortgage for purposes of foreclosure and!or enforcement and that said Defendant has no legal
standing to institute or maintain foreclosure on the Property.
41. 28 U.S.C. § 2201 provides that the courts shall have the power, upon appropriate
pleading, to declare rights and other legal relations of any interested party petitioning for such
declaration, whether or not further relief is or could be prayed, and that the declaration shall have
the force and effect of a final judgment.
42. As set forth above, the evidence of record demonstrates that Defendant does not
possess the requisite legal rghts to foreclose or otherwise seek enforcement of the Note and
Mortgage due to a defective transfer of the Note and Mortgage from the original lender (Column
Financial). Had the transfer been proper, Defendant would have admitted as such in its written
correspondence to the Plaintiff.
43. The declaration by this Court that Defendant has no legal right and cannot satisfy
the legal standing requirements to institute and maintain a foreclosure is proper subject matter for
declaratory relief.
WHEREFORE, Plaintiff demands that the court adjudge:
(a) that Defendant lacks legal standing or the proper legal or equitable interest in either
the Note and Mortgage to institute or maintain a foreclosure action or to otherwise seek
enforcement of the terms and provisions of the aforesaid documents and any security agreements
related thereto; and
(b) that the attempt by Defendant to conduct a foreclosure of the Property is legally
defective and precluded from enforcement; and
(c) that the Plaintiff recover its costs.
DATED this 29th day of November, 2010.
Is! David H. Charlip

David H. Charlip, Esq.,
Fla. Bar #: 329932
Attorney for Plaint jff
Charlip Law Group, L.C.
AVENTURA BAYVIEW
17501 Biscayne Blvd. Suite 510
Aventura, FL 33160
Tel: (305) 354-9313
Fax: (305) 354-9314
CHARLIP LAWGROUP, LC 17501 BISCAYNE BLVD. STE. 510 AVENTURA FL 33160 T (305) 354-9313 F (305)354-9314 Page 11
EXHIBIT A
(Borrower Specific and State Specific Provisions)
41. Construction of this Note. In the event of any conflict between any provisions of this Exhibit A
to this Note and any other part of this Note, the terms and provisions of this Exhibit A to this Note
shall govern and control.
A-2. Borrower Specific Provisions. The following amendments are hereby made to this Note:
A-2.1 Additional Recourse Event. In addition to the Recourse Events set forth in Section
1.05 of this Note, all of the indebtedness evidenced by this Note and the other obligations
of Borrower under the Loan Documents shall be deemed fully recourse to Borrower until
such time as Borrower has delivered evidence to Lender (in form and substance
reasonably satisfactory to Lender) that
(1) the Beauty School Tenant (as defined below) shall have occupied its space
under the Beauty School Lease (as defined below), shall be open for business,
and full rent payments have commenced, and there are no outstanding rent
abatements, off-sets, rent concessions or free rent periods, such Beauty School
Lease shall be unchanged from the lease agreement delivered to Lender as part
of the transaction contemplated hereby; and
(2) the China Garden Tenant (as defined below) shall have occupied its space under
the China Garden Lease (as defined below), shall be open for business, and full
rent payments have commenced, and there are no outstanding rent abatements,
off-sets, rent concessions or free rent periods, such China Garden Lease shall be
unchanged from the lease agreement delivered to Lender as part of the
transaction contemplated hereby; and
(3) the Questamente Tenant (as defined below) shall have occupied its space under
the Questamente Lease (as defined below), shall be open for business, and such
Questamente Lease shall be unchanged from the lease agreement delivered to
Lender as part of the transaction contemplated hereby.
The following terms shall have the meanings set forth below:
(a) “Beauty School Tenant” shall mean Kevin H. Tran and Dave D. Nguyen.
(b) ‘Beauty School Lease” shall mean that certain Lease Agreement, dated August
27, 2004, between the Beauty School Tenant, as tenant, and Armstrong Armenia
Junction (predecessor-in-title to Borrower), as landlord, as amended by
Amendment to Lease Agreement, dated June, 2005.
(c) “China Garden Tenant” shall mean De-Le Chen and Shu-Qin Chen.
(d) “China Garden Lease” shall mean that certain Lease Agreement, dated June 2,
2005, between the China Garden Tenant, as tenant, and Armstrong Armenia
Junction (predecessor-in-title to Borrower), as landlord.
(e) “Questamente Tenant” shall mean Questamente, Inc.
(f) “Questamente Lease” shall mean that certain Lease Agreement, between the
Questamente Tenant, as tenant, and Armstrong Armenia Crossing Development,
LLC (predecessor-in-title to Borrower), as landlord.
Promissory Note 11 Shoppes at Armenia/Tampa, FL

(g) ‘Recourse Leases” shall mean, collectively, the Beauty School Lease, the China
Garden Lease and the Questamente Tenant. A “Recourse Lease” shall mean
any one of the foregoing Recourse Leases.
As part of the evidence showing satisfaction of the foregoing, Borrower shall provide to
Lender affidavits certifying the foregoing from the respective foregoing Tenants, and
provide to Lender an original estoppel certificate executed by the respective foregoing
Tenants that such Tenant is in occupancy, open for business, paying its rent in full and
that there are no outstanding rent abatements, off-sets, rent concessions or free rent
periods thereunder, and that there are no defaults under its respective Lease (nor does
there exist any event or conditions, which with the passage of time or the giving of notice,
or both, could result in such a default).
A substitution of a replacement tenant (such replacement tenant to be reasonably

satisfactory to Lender) entering into a Lease on equal or better terms, as reasonably
determined by Lender, than the respective Recourse Lease which is being replaced for
the total space demised by the respective Recourse Lease and otherwise satisfying the
foregoing requirements for the respective Recourse Lease under this Section shall be
allowed; provided, however, for the Questamente Lease, full rent payments must have
commenced, and there are no outstanding rent abatements, off-sets, rent concessions or
free rent periods for such replacement tenant under the Questamente Lease,
Lender agrees that within ten (10) business days of Borrower’s written request and
following Lenders determination that all of the requirements set forth above have been
satisfied to Lender’s reasonable satisfaction, Lender will send written notice to Borrower
of such satisfaction.
A-3. State Specific Changes. Intentionally Deleted.
Proniissory Note 12 Shoppes at Armenia/Tampa, FL

NOTE ALLONGE
ENDORSEMENT to that certain Promissory Note, dated of even date herewith, in the stated principal
amount of $ ?~ 2 03, o o o Co made by M B PLAZA, LLC, a Florida limited liability company
,
(“Borrower) in favor’of COLUMN FINANCIAL, INC., a Delaware corporation (“Lender”)
Pay to the order of _________________________________________________ a

as may otherwise be expressly set forth in that certain ____________________________ dated
DATE: Asof ≤e~ kn,ber /1,2006

Lender:
COLUMN FINANCIAL, INC., a Delaware corporation
ii I’)
By: ____________________________
Name: ~e”.$Oina
?Title: ~ ~
THIS NOTE ALLONGE SHOULD BE PERMANENTLY AFFIXED TO THE PROMISSORY NOTE

DESCRIBED ABOVE
Allonge to Promissory Note

NOTE ALLONGE
amount of $ Z a a • a o a Co made by M B PLAZA, LLC, a Florida limited liability company
,
(~Borrower”) in favor’of COLUMN FINANCIAL, INC., a Delaware corporation (Lende?’)
Pay to the order of _____________________________________________________ a
as may otherwise be expressly set forth in that certain ____________________________ dated
PATE: Asof ≤c’n km be? /1,2006

Lender:
ft R
By:
Name: ~e%5o~na
‘Title: ~ ~ ~ c{e~ ~

DESCRIBED ABOVE
Allonge to Promissory Note

1
NOTE ALLONGE
amount of $?, Zoo, a o a. Co made by M B PLAZA, LLC, a Florida limited liability company
,
(“Borrower”) in favor’of COLUMN FINANCIAL, INC., a Delaware corporation (“Lender)
Pay to the order of ___________________________________________________, a
as may otherwise be expressly set forth in that certain _____________________________ dated

by and between Column Financial, Inc., as Seller and
as Buyer.
DATE: As of /1,2006
U
Lender:
By:
‘dc-i

DESCRIBED ABOVE
~ ~ “~‘ ~.! A. ~ tti;steeforthe

- $ rtFrstBOStoP
Corim’rci~
~ ~ss- I flrOu~jt1 Certificates, Series
Allonge to Promisscry Note

D
ALLONGE
THIS ALLONGE IS TO BE ATTACHED to that certain Promissory Note dated

September 12, 2006 (“Note”), payable by M B Plaza, LLC, a FLorida limited liability
company, to the order of Column Financial, Inc., a Delaware corporation (“Original
Lender”), in the original principal amount of Three Million Two Hundred Thousand and 00/100
Dollars ($3,200,000.00). The Note was endorsed by Original Lender to the order of Wells Fargo
Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2006-CS.
PAY TO THE ORDER OF CSMC 2006-CS ARMENIA RETAIL, LLC, A

FLORIDA LIMITED LIABILITY COMPANY.
WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR

WARRANTy, EXPRESS, IMPLIED OR BY OPERATION OF LAW, OF ANY KIND
AND NATURE WHATSOEVER.
Dated: February ~3_, 2010.
WELLS FARGO BANK, N.A., A NATIONAL

BANKING ASSOCIATION, AS TRUSTEE
FOR THE REGISTERED HOLDERS OF
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.,
COMMERCIAL MORTGAGE PASS-
THROUGH CERTIFICATES, SERIES 2006-CS
By: LNR Partners, Inc., a Florida corporation,

its Attorney-in-Fact under Limited Power of
Attorney dated as of April 9, 2007
By: I —
Randolph J. Wolpert,
Vice President
[CORPORATE SEAL]
— PLAINTIFF’S
EXHIBIT
• ,..
ALLONGE
THIS ALLONGE is made to that certain Promissory Note dated September 12, 2006, in
the original principal amount of $3,200,000.00 from M B Plaza, LLC, a Florida limited liability
company to Column Financial, Inc., a Delaware corporation.
Pay to the order of SQUARE MILE/RAM ACQUISITION LLC, a Delaware limited

liability company (“Assignee”), without recourse or representation or warranty, express,
implied or by operation of law, of any kind and nature whatsoever.
The foregoing paragraph shall not impair the representations and warranties of the
undersigned pursuant to Section 5.2 of the Agreement for Sale and Purchase of Loan dated June
30, 2010 between the undersigned and Assignee.
[THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLYI
MIAMI 2221349.3 7249633463

• [SIGNATURE PAGE TO ALLONGE)
CSMC 2006-CS ARMENIA RETAIL, LLC, a

Florida limited liability company
By: LNR Partners, LLC, a Horida limited

• liability company, successor by statutory
conversion to LNR Parthers, Inc., a Florida
corporation its manager
• By:________________________
Name: RANDOLPH WOLPERT
Title: Vice President
Dated: T”)j 2.1 •,2010
MIAMI 22213493 7249633463 • 2

D
.ALLØNGETGPROMISSOfl’ NOTE
i’hei~mJssgiy $ote~tQMii’th this Allonge is attached, 4aSqci September 12, 2006, and made by
M B Plaza, iLc, a Jlond&bnuted liability company~ in the origmal principal sum of Three
Million Two Hundred Tho’usand Dollars and >To/l00 ($3,200,000400) in favor of Square
MileIR.AM Acquisition LU), a Delaware lhnitcd liability company (‘~flolder”), as successor to
(25MG 2006-CS Armema Retail, LLC, aFlonda hunted, liability company, as succegsor to Wells
Fargo Bank, N A , a national banking association, as trustee for the registered holders of Credit
Suithe Fir~t :B.oston )~1ortgp~ge Seoutities. Corp., Commercial Mortgage. Pass-Through
Certificates, Series 2006-C5, as successor to Column Fmancial~ mc, a Delaware corporation, is
hereby endorsed and assigned (including all beneficial nghts thereunder) by Holder, the
undersigned, to WELLS FARGO BANK, NATIONAL ASSOCIATION (“WFBj, wIthout
recourse, representation or warranty of any kind or natwe except as may be specifically set forth
in the Transaction Documents as such term is defined m,Qiat certain Purchase and Repurchase
Agreement and Securities Contract dated as of Septenib~f., 2010, by and among WFB, Holder,
and Square Mile/Ram Acquis~tio.nlILJ~.C, aDe1~W&eiim~dJiability..eOrnpany.
PAY TO THE ORDER OF: WELLS FARGO BANK,.Nfl1Q~tM ~;$$~C~AflO~J
DafebSqpteinb~~,.2QkG
SQIJAflMILEIRAM ACQUISITION LLC,
Pcl~ware .ljmj iabili company
By:
NameA6sS 0!. gelo
Tide:. Authorized Signatory
By:.
Name: KarenD. .Góllèi’
Title: Authorized Sign~tOr~
By:
Name: David.A;:D~44
Title: Authorized~Sj$~try
D D
ALLONGE.TO PROMISSORY NOTE
The Promissory Note tflMch. 4flqnge is attached, dated September12, .2006;afl&~ad fly
M B Plaza~, LLC, a Florida limited liability company, in the original principal sum of Three
Milliqn Two fluncjre4 Thousand Dollars and No/lO0 (S3,2O0~000 00) in fayo~ of Square
MilWRAMAc4uthtiouLLt, a Delaware limited liability company flloldefl, as suctessor to
t~S~JC 2006-CSArmenia Retail, LLC, a Florida limited liabthty company, as spccç~ssor toW~fls
Fargo Bank, N A., a national banking assoajahon, a~ trustee for tliq regfstered holders of Credit
Suisse First Boston Mortgage Securities Coip, Commercial Mortgage Pass-Though
Certificates, Series 2006-C5, as successor to Column Financial, mc, a Delaware corporation, is
hereby endorsed and assigned (including all beneficial rights thereunder) by Holder, the
undersigned, to WELLS FARGO BANK, NATIONAl.. ASSOCIATION (“WFB”), without
re~ourse, representation or warranty of any ldndoi nature except as may besj ócifleally set forth
in the Transaction Documents as such term is defined in ~at certain Purchase. and Repurchase
Agreemeptand Securities Contract datedas of Septembei~J20l 0, byand~among WEB, Holder,
and Square MilelRam Acquisition U LLC, apela’ we I~i&it~d Ua~*iIty cothpaay.
PAY TO THE ORDER OF: WELLS FARGO BANK, NAt0Nfl ASSOCIATION
Dated: SeptembeQj 201.0:

:SQuAn MILE/RAM ACQUISITION LLC,
a Delaware limited liability company
By:
Name: Joseph D’Angclo
Title: Authorized Signatory
Name: Karen D. Ocher

Tide: Authorized Signatory
By
Tide: Authorized Signatory

[RECORDERS USE ONLYJ
M B PLAZA, LLC
(“BorrowerY’Mortgago~
to
COLUMN FINANCIAL, INC.
(“Lendefl’Mortga gee”)
MORTGAGE, SECURITYAGREEMENTAND ASSIGNMENT OF LEASES AND RENTS
Dated: As of September 12, 2006

Location: 2507 West Hilisborough Avenue
Tampa, Florida
Maturity Date: October 11,2016

Loan No: 4177255
PREPARED BY AND
UPON RECORDATION RETURN TO:
Zacharisen & Associates, PC
550 Broad Street, t Floor
Newark, New Jersey 07102
Attention: David K. Zacharisen
Security Instrument Shoppes atAm~enia

PLAINTIFF’S
EXHIBIT
INDEX OF CONTENTS
GRANTING CLAUSE
FOR PURPOSE OF SECURING CLAUSE
ARTICLE I - COVENANTS OF BORROWER
Section 1.1 — Warranties of Borrower
Section 1.2 — Performance of Obligations
Section 1.3 — Insurance
Section 1.4 — Payment of Taxes
Section 1.5 — Tax and Insurance Impound Account
Section 1.6 — Replacement Reserve
Section 1.7 — Casualty and Condemnation
Section 1.8 — Assignment of Leases and Rents
Section 1.9 — Leases and Licenses
Section 1.10 — Alienation and Further Encumberance
Section 1.11 — Maintenance of Property
Section 1.12 — Access Privileges and Inspections
Section 1.13 — Financial Statements and Books and Records
Section 1.14 — Further Documentation
Section 1.15 .— Security Interest
Section 1.16 — Security Agreement
Section 1.17 — Compliance with Laws
Section 1.18 — Additional Taxes
Section 1.19 — Secured Indebtedness
Section 1.20 — Borrower’s Waivers
Section 1.21 — Waiver of Jury Trial
Section 1.22 — Management
Section 1.23 — Hazardous Waste and Other Substances
Section 1.24 — Indemnification; Subrogation
Section 1.25 — Investment Earnings
Section 1.26 — Defeasance
Section 1.27 — Broker Fee Provisions
ARTICLE II — EVENTS OF DEFAULT
Section 2.1 — Events of Default
ARTICLE Ill — REMEDIES
Section 3.1 — Remedies Available
Security Instrument 2 Shoppes at Armenia

Section 3.2 — Application of Proceeds
Section 3.3 — Right and Authority of Receiver or Lender in the Event of Default;
Power of Attorney
Section 3.4 — Occupancy After Foreclosure
Section 3.5 — Cumulative Remedies
Section 3.6 — Payment of Expenses
ARTICLE IV — MISCELLANEOUS TERMS AND CONDITIONS
Section 4.1 — Certain Rights of Lender
Section 4.2 — Notices
Section 4.3 — Successors and Assigns
Section 4.4 — Severability
Section 4.5 — Waiver; Discontinuance of Proceedings
Section 4.6 — Section Headings
Section 4.7 — Governing Law
Section 4.8 — Construction of this Document
Section 4.9 — No Merger
Section 4.10 — Personal Liability
Section 4.11 — Entire Agreement and Modifications
Section 4.12 — Maximum Interest
Section 4.13 — Interest Payable by Lender
Section 4.14 — Cooperation with Rating Agencies and Investors
Section 4.15 — Sales of Note and Security Instrument
Section 4.16 — Waiver of Homestead, Dower, Redemption, and Appraisement
Section 4.17 — Community Property
Section 4.18 — Further Stipulations
EXHIBIT A — LEGAL DESCRIPTION
EXHIBIT B — RESERVES
EXHIBIT C — MODIFICATIONS TO SECURITY INSTRUMENT
EXHIBIT D - BANKRUPTCY REMOTE PROVISIONS

MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS
THIS MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF LEASES AND RENTS (this
“Security Instrument”) is made as of September 12, 2006, between M B PLAZA, LLC, a Florida limited
liability company (“Borrower”), whose address is 19300 West Dixie Highway, Suite 7, North Miami Beach,
Florida 33180 and COLUMN FINANCIAL, INC., a Delaware corporation (“Lender”), whose address is
Eleven Madison Avenue, 9th Floor, New York, New York 10010, Attention: Edmund Taylor.
WITNESS FT H:
To secure the payment of the following:
(1) An indebtedness in the principal sum of THREE MILLION TWO HUNDRED THOUSAND
DOLLARS and NO CENTS ($3,200,000.00), lawful money of the United States of America, to be
paid with interest according to a certain Promissory Note, dated the date hereof made by
Borrower to Lender, which note has a maturity date of October 11, 2016 (the note together with
all extensions, renewals or modifications thereof being hereinafter collectively called the “Note”)
The debt evidenced by that certain Promissory Note (such Note, together with any and all
renewals, modifications, consolidations and extensions thereof, is hereinafter referred to as the
“Note”) of even date with this Security Instrument, made by Borrower to the order of Lender in the
principal face amount of THREE MILLION TWO HUNDRED THOUSAND DOLLARS and NO
CENTS ($3,200,000.00) (the “Loan” or the “Loan Amount”), together with interest as therein
provided; and
(2) The full and prompt payment and performance of all of the provisions, agreements, covenants
and obligations herein contained and contained in any other agreements, documents or
instruments now or hereafter evidencing, securing or otherwise relating to the indebtedness
evidenced by the Note (the Note, this Security Instrument, and such other agreements,
documents and instruments, together with any and all renewals, amendments, extensions and
modifications thereof, are hereinafter collectively referred to as the “Loan Documents”) and the
payment of all other sums therein covenanted to be paid; and
(3) Any and all future or additional advances (whether or not obligatory) made by Lender for the
benefit of Borrower to protect or preserve the Property or the lien or security interest created
hereby on the Property, or for taxes, assessments or insurance premiums as hereinafter provided
or for performance of any of Borrower’s obligations hereunder or under the other Loan
Documents or for any other purpose provided herein or in the other Loan Documents (whether or
not the original Borrower remains the owner of the Property at the time of such advances); and
(4) Any and all other indebtedness now owing or which may hereafter be owing by Borrower to
Lender, however and whenever incurred or evidenced, whether express or implied, direct or
indirect, absolute or contingent, or due or to become due, and all renewals, modifications,
consolidations, replacements and extensions thereof;
(all of the sums referred to in Paragraphs (1) through (4) above are herein sometimes referred to as the
“Debt,” the “secured indebtedness” or the “indebtedness secured hereby”); as well as a full
performance by the Borrower with respect to all of its covenants and agreements relating to the Debt,
BORROWER HAS MORTGAGED, GIVEN, GRANTED, BARGAINED, SOLD, CONVEYED,
CONFIRMED, PLEDGED, ASSIGNED AND KYPOTHECATED AND BY THESE PRESENTS DOES
DEED, MORTGAGE, GIVE, GRANT, BARGAIN, SELL, CONVEY, CONFIRM, PLEDGE, ASSIGN AND
HYPOTHECATE unto Lender:
(A) All that certain real property situated in the County of Hilisborough, State of Florida, and more
particularly described on Exhibit A attached hereto and incorporated herein by this reference (the
“Real Estate”), together with all of the easements, rights, prMleges, franchises, tenements,
hereditaments and appurtenances now or hereafter thereunto belonging or in any way
appertaining and all of the estate, right, title, interest, claim and demand whatsoever of Borrower
therein or thereto, either at law or in equity, in possession or in expectancy, now or hereafter
acquired;
(B) All structures, buildings and improvements of every kind and description now or at any time
hereafter located or placed on the Real Estate (the “Improvements”);
(C) All personal property owned by Borrower and now or hereafter located on, attached to or used in
and about the Real Estate and/or the Improvements and all furniture, furnishings, fixtures, goods,
equipment, inventory or personal property owned by the Borrower and now or hereafter located
on, attached to or used in and about the Improvements, including, but not limited to, all machines,
engines, boilers, dynamos, elevators, stokers, tanks, cabinets, awnings, screens, shades, blinds,
carpets, draperies, lawn mowers, and all appliances, plumbing, heating, air conditioning, lighting,
ventilating, refrigerating, disposals and incinerating equipment, and all fixtures and
appurtenances thereto, and such other goods and chattels and personal property owned by the
Borrower as are now or hereafter used or furnished in operating the Improvements, or the
activities conducted therein, and all building materials and equipment hereafter situated on or
about the Real Estate or the Improvements, and all warranties and guaranties relating thereto,
and all additions thereto and substitutions and replacements therefor (exclusive of any of the
foregoing owned or leased by tenants of space in the Improvements);
(D) All easements, rights-of-way, strips and gores of land, vaults, streets, ways, alleys, passages,
sewer rights, drainage rights and other emblements now or hereafter located on the Real Estate
or under or above the same or any part or parcel thereof, and all estates, rights, titles, interests,
tenements, hereditaments and appurtenances, reversions and remainders whatsoever, in any
way belonging, relating or appertaining to the Real Estate or any part thereof, or which hereafter
shall in any way belong, relate or be appurtenant thereto, whether now owned or hereafter
acquired by Borrower;
(E) All water, ditches, wells, reservoirs and drains and all water, ditch, well, reservoir and drainage
rights which are appurtenant to, located on, under or above or used in connection with the Real
Estate or the Improvements, or any part thereof, whether now existing or hereafter created or
acquired;
(F) All minerals, crops, timber, trees, shrubs, flowers and landscaping features now or hereafter
located on, under or above the Real Estate;
(0) All cash funds, deposit accounts and other rights and evidence of rights to cash, now or hereafter
created or held by Lender pursuant to this Security Instrument or any other of the Loan
Documents (as defined below) including, without limitation, all funds now or hereafter on deposit
in the Impound Account, the Replacement Reserve, the Repair and Remediation Reserve, the
TILC Reserve, if any, or the Lease Holdback Reserve, if any:
(H) All leases, licenses, concessions and occupancy agreements of the Real Estate or the
Improvements now or hereafter entered into and all rents, royalties, issues, profits, revenue,
income and other benefits (collectively, the “Rents and Profits”) of the Real Estate or the
Improvements, now or hereafter arising from the use or enjoyment of all or any portion thereof or
from any lease, license, concession, occupancy agreement or other agreement pertaining thereto
or arising from any of the Contracts (as defined below) or any of the General Intangibles (as
defined below) and all cash or securities deposited to secure performance by the tenants, lessees
or licensees, as applicable, of their obligations under any such leases, licenses, concessions or
occupancy agreements, whether said cash or securities are to be held until the expiration of the

terms of said leases, licenses, concessions or occupancy agreements or applied to one or more
of the installments of rent coming due prior to the expiration of said terms;
(I) All contracts and agreements now or hereafter entered into covering any part of the Real Estate
or the Improvements (collectively, the ‘Contracts”) and all revenue, income and other benefits
thereof, including, without limitation, management agreements, service contracts, maintenance
contracts, equipment leases, personal property leases and any contracts or documents relating to
construction on any part of the Real Estate or the Improvements or to the management or
operation of any part of the Real Estate or the Improvements;
(J) All present and future monetary deposits given to any public or private utility with respect to utility
services furnished to any part of the Real Estate or the Improvements;
(K) All present and future funds, accounts, instruments, accounts receivable, documents, causes of
action, claims, general intangibles, all names by which the Real Estate or the Improvements may
be operated or known, all rights to carry on business under such names, and all rights, interest
and privileges which Borrower has or may have as developer or declarant under any covenants,
restrictions or declarations now or hereafter relating to the Real Estate or the Improvements and
all notes or chattel paper now or hereafter arising from or by virtue of any transactions related to
the Real Estate or the Improvements (collectively, the “General Intangibles”);
(L) All water taps, sewer taps, certificates of occupancy, permits, licenses, franchises, certificates,
consents, approvals and other rights and privileges now or hereafter obtained in connection with
the Real Estate or the Improvements (including, without limitation, all such items specifically
identified on Exhibit A attached hereto and incorporated herein) and all present and future
warranties and guaranties relating to the Improvements or to any equipment, fixtures, furniture,
furnishings, personal property or components of any of the foregoing now or hereafter located or
installed on the Real Estate or the Improvements;
(M) All building materials, supplies and equipment now or hereafter placed on the Real Estate or in
the Improvements and all architectural renderings, models, drawings, plans, specifications,
studies and data now or hereafter relating to the Real Estate or the Improvements;
(N) All right, title and interest of the Borrower in any insurance policies or binders now or hereafter
relating to the Real Property or the Improvements including any unearned premiums thereon;
(0) All proceeds, products, substitutions and accessions (including claims and demands therefor) of
the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims,
including, without limitation, proceeds of insurance and condemnation awards.
(P) All other or greater rights and interests of every nature in the Real Estate or the Improvements
and in the possession or use thereof and income therefrom, whether now owned or hereafter
acquired by the Borrower.
TO HAVE AND TO HOLD the Property unto Lender, its successors and assigns forever, for the purposes
and uses herein set forth.
PROVIDED, HOWEVER, that if the principal and interest and all other sums due or to become due under
the Note, including, without limitation, any prepayment fees required pursuant to the terms of the Note, shall
have been paid at the time and in the manner stipulated therein and all other sums payable hereunder and
all other indebtedness secured hereby shall have been paid and all other covenants contained in the Loan
Documents shall have been performed, then, in such case, this Security Instrument shall be satisfied and
the estate, right, title and interest of Lender in the Property shall cease, and upon payment to Lender of all
costs and expenses incurred for the preparation of the release hereinafter referenced and all recording
Security Instrument S Shoppes at Armenia
costs if allowed by law, Lender shall release this Security Instrument and the lien hereof by proper
instrument.
ARTICLE I
COVENANTS OF BORROWER
For the purpose of further securing the Debt and for the protection of the security of this Security
Instrument, for so long as the Debt or any part thereof remains unpaid, Borrower covenants and agrees
as follows:
1.1. Warranties of Borrower. Borrower, for itself and its successors and assigns, does hereby
represent, warrant and covenant to and with Lender, its successors and assigns, that:
(a) Borrower has good and marketable fee simple title to the Property subject only to those
exceptions shown in the title insurance policy insuring the lien of this Security Instrument
and has full power and lawful authority to grant, bargain, sell, convey, assign, transfer
and mortgage its interest in the Property in the manner and form hereby done or
intended. Borrower will preserve its interest in and title to the Property and will forever
warrant and defend the same to Lender against any and all claims whatsoever and will
forever warrant and defend the validity and priority of the lien and security interest
created herein against the claims of all persons and parties whomsoever.
(b) Borrower is not presently insolvent and the consummation of the transaction
contemplated by this Security Instrument, the Note and the other Loan Documents will
not render Borrower insolvent. No bankruptcy or insolvency proceedings are pending or
contemplated by Borrower or, to the best knowledge of Borrower, against Borrower or by
or against any endorser, cosigner or guarantor of the Note.
(c) All reports, certificates, affldavits, statements and other data furnished by Borrower to
Lender in connection with the loan evidenced by the Note are true and correct in all
material respects and do not omit to state any fact or circumstance necessary to make
the statements contained therein not misleading.
(d) Borrower is not required to obtain any consent, approval or authorization from or to file
any declaration or statement with, any governmental authority or agency in connection
with or as a condition to the execution, delivery or performance of this Security
Instrument, the Note or the other Loan Documents which has not been so obtained or
filed.
(e) The Real Estate and the Improvements and the intended use thereof by Borrower comply
with all applicable restrictive covenants, zoning ordinances, subdivision and building
codes, flood disaster laws, applicable health and environmental laws and regulations and
all other ordinances, orders or requirements issued by any state, federal or municipal
authorities having or claiming jurisdiction over the Property. The Real Estate and
improvements constitute a separate tax parcel or parcels for purposes of ad valorem
taxation. The Real Estate and Improvements do not require any rights over, or
restrictions against, other property in order to comply with any of the aforesaid
governmental ordinances, orders or requirements.
(f) The Property is free from delinquent water charges, sewer rents, taxes and assessments.

(g) As of the date of this Security Instrument, no part of the Real Estate or the Improvements
has been taken in condemnation, eminent domain or like proceeding nor is any such
proceeding pending or to Borrower’s knowledge and belief, threatened or contemplated.
(h) Borrower and the Property are free from any past due obligations for sales and payroll
taxes.
(i) Borrower is in possession of all material licenses, permits and authorizations required by
applicable law for the ownership and operation of the Property.
(j) The Property is free from damage caused by fire or other casualty.
(k) The Property is free of all mechanics’ and materialmen’s liens, whether subordinate or
superior to the lien of this Security Instrument, including, inchoate mechanics’ and
materialmen’s liens.
(I) All federal, state and local taxes have been paid (or will be paid at the closing of the
Loan) and there are no assessments pending which are due and payab!e.
(m) At all times throughout the term of the Loan (including after giving effect to any Sale
permitted pursuant to Section 1.10(b) hereof), (a) none of the funds or other assets of
Borrower1 any guarantor or indemnitor of any portion of the Loan or other indebtedness
secured hereby, or any principal of any of them, constitute property of, or are beneficially
owned, directly or indirectly, by any person, entity or government subject to trade
restrictions under U.S. law, including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. Sects. 1701 ~g., the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA Patriot Act) Act of 2001 (Public Law 107-56), The Trading with the Enemy Act,
50 U.S.C. App. 1 et ~pq., and any Executive Orders or regulations promulgated under
any such legislation with• the result that the investment in Borrower, or any such
guarantor, indemnitor or principal, as applicable (whether directly or indirectly), is
prohibited by law or the Loan made by the Lender is in violation of law (any such person,
entity or government being referred to herein as an “Embargoed Person”); (b) no
Embargoed Person has any interest of any nature whatsoever in Borrower, or any such
guarantor, indemnitor or principal, as applicable, with the result that the investment in
Borrower, or any such guarantor, indemnitor or principal, as applicable (whether directly
or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the
funds of Borrower, or any such guarantor, indemnitor or principal, as applicable, have
been derived from any unlawful activity with the result that the investment in Borrower, or
any such guarantor, indemnitor or principal, as applicable (whether directly or indirectly),
is prohibited by law or the Loan is in violation of law.
(n) Borrower has delivered a true, correct and complete schedule (the “Rent Roll”) of all
leases affecting the Property (collectively, “Leases”) as of the date hereof, which
accurately and completely sets forth in all material respects for each such Lease, the
following: the name of the tenant, the lease expiration date, extension and renewal
provisions, the base rent payable, and the security deposit held thereunder.
(0) Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the
best of Borrower’s knowledge and belief, is enforceable against the tenant thereof. No
default exists, or with the passing of time or the giving of notice would exist, under any
Lease which would, in the aggregate, have a material adverse effect on Borrower or the
Property.

(p) No tenant under any Lease has, as of the date hereof, paid rent more than thirty (30)
days in advance, and the rents under such Leases have not been waived, released, or
otherwise discharged or compromised.
(q) All work to be performed by Borrower under the Leases has been substantially
performed, all contributions to be made by Borrower to the tenants thereunder have been
made and all other conditions precedent to each such tenant’s obligations thereunder
have been satisfied.
(r) Each tenant under a Lease has entered into occupancy of the leased premises.
(s) To the best of Borrower’s knowledge and belief, each tenant is free from bankruptcy,
reorganization or arrangement proceedings or a general assignment for the benefit of
creditors.
(t) Except as previously disclosed to Lender in writing, there are no brokerage fees or
commissions payable by Borrower with respect to the leasing of space at the Property
and there are no management fees payable by Borrower with respect to the management
of the Property.
(u) Borrower is in compliance with all Lease requirements and legal requirements relating to
security deposits.
1.2. Performance of Obligations. Borrower shall pay when due the principal of and the interest on
the indebtedness evidenced by the Note. Borrower shall also pay all charges, fees and other
sums required to be paid by Borrower as provided in the Loan Documents, and shall observe,
perform and discharge all obligations, covenants and agreements to be observed, performed or
discharged by Borrower set forth in the Loan Documents in accordance with their terms. Further,
Borrower shall promptly and strictly perform and comply with all covenants1 conditions,
obligations and prohibitions required of Borrower in connection with any other document or
instrument affecting title to the Property, or any part thereof, regardless of whether such
document or instrument is superior or subordinate to this Security Instrument. In the event that
Lender determines that Borrower is not adequately performing its obligations under this Section,
Lender may, without limiting or waiving any other rights or remedies of Lender hereunder, take
such steps with respect thereto as Lender shall deem necessary or proper and any and all costs
and expenses incurred by Lender in connection therewith, together with interest thereon at the
Default Interest Rate (as defined in the Note) from the date incurred by Lender until actually paid
by Borrower, shall be immediately paid by Borrower on demand and shall be secured by this
Security Instrument and by all of the other Loan Documents securing all or any part of the
indebtedness evidenced by the Note.
1.3. Insurance. Borrower shall, at Borrower’s expense, maintain in force and effect on the Property
at all times while this Security Instrument continues in effect “All-risk” coverage insurance against
loss or damage by fire and against loss or damage by other risks and hazards covered by a
standard extended coverage policy satisfactory to Lender. Such insurance shall be in an amount
equal to not less than 100% of the full replacement cost of the Improvements and Equipment,
without deduction for depreciation, and shall contain a replacement cost endorsement and either
an agreed amount endorsement (to avoid the operation of any co-insurance provisions) or a
waiver of any co-insurance provisions. Borrower shall also maintain such other insurance as may
be reasonably required, from time to time, by Lender, including, without limitation (i) flood
insurance if any part of the Property is located in an area identified by the Federal Emergency
Management Agency as an area having special flood hazards or if reasonably required by Lender
in an amount satisfactory to Lender, (ii) comprehensive commercial general liability insurance,
including broad form property damage, blanket contractual and personal injuries coverages in the

following amounts: (1) if the Loan is less than $10,000,000.00 and if the Property is without
elevators, not less than $1,000,000 per occurrence, $2,000,000 in the aggregate, (2) if the Loan
is $10,000,000.00 or more but less than $20,000,000.00 and if the Property is without elevators,
not less than $2,000,000 per occurrence, $4,000,000 in the aggregate. (3) if the Loan is
$20,000,000.00 or more but less than $50,000,000.00 or if the Property has elevators, not less
than $5,000,000 per occurrence, $6,000,000 in the aggregate, and (4) if the Loan is more than
$50,000,000.00, not less than $10,000,000 per occurrence, $11,000,000 in the aggregate, (iii)
law and ordinance coverage in an amount satisfactory to Lender if the Property, or any part
thereof, shall constitute a nonconforming use under applicable zoning ordinances, sub-division
and building codes or other laws, ordinances and requirements, and (iv) rental loss insurance to
cover rental losses for a period of at least one year after the date of the fire or casualty in
question with dollar limits of not less than twelve (12) months of gross income.
All such insurance shall (i) be with insurers authorized to do business in the state within which the
Real Estate is located and who have and maintain an AM. Best Company rating acceptable to
Lender in all respects and, if required by Lender, a Standard and Poor’s rating acceptable to
Lender in all respects, (H) be delivered to Lender with evidence that said insurance policies have
been paid current as of the date hereof, (Hi) provide that proceeds thereunder shall be payable to
Lender, its successors and assigns, pursuant and subject to a mortgagee clause (without
contribution) of standard form attached to, or otherwise made a part of, the applicable policy and
that Lender, its successors and assigns, shall be named as an additional insured under all liability
insurance policies, (iv) be maintained throughout the term of this Security Instrument at
Borrower’s expense, and shall not be cancelled, modified or terminated on less than thirty (30)
days’ notice to Lender, and (v) shall be satisfactory in form, amounts and substance to Lender.
Borrower shall renew all such insurance and deliver to Lender certificates evidencing such
renewals at least thirty (30) days before any such insurance shall expire. The delivery to Lender
of the insurance policies or the certificates of insurance as provided above shall constitute an
assignment of all proceeds payable under such insurance policies by Borrower to Lender as
further security for the Debt.
1.4. Payment of Taxes. Borrower shall pay or cause to be paid, except to the extent provision is
actually made therefor pursuant to Section 1.5 of this Security Instrument, all taxes, assessments,
water charges, sewer rents, ground rents, maintenance charges, other governmental impositions
and other charges which are or may become a lien on the Property or which are assessed
against or imposed upon the Property. Borrower shall not suffer and shall promptly cause to be
paid arid discharged any lien or charge whatsoever which may be or become a lien or charge
against the Property. Borrower shall furnish to Lender receipts for the payment of the all taxes
and other charges prior to the date the same shall become delinquent and upon request by
Lender.
1.5. Tax and Insurance Impound Account. Borrower shall establish and maintain at all times while
this Security Instrument continues in effect an impound account (the “Impound Account”) with
Lender for payment of real estate taxes and assessments and insurance on the Property and as
additional security for the Debt. Commencing on the first monthly payment date under the Note
and continuing thereafter on each monthly payment date under the Note, Borrower shall pay to
Lender, concurrently with and in addition to the monthly payment due under the Note and until the
Note and all other Debt is fully paid and performed, deposits in an amount equal to one-twelfth
(1/12) of the amount of the annual real estate taxes and assessments that will next become due
and payable on the Property, plus one-twelfth (1/12) of the amount of the annual premiums that
will next become due and payable on insurance policies which Borrower is required to maintain
hereunder, each as estimated and determined by Lender. So long as no default hereunder or
under the other Loan Documents has occurred and is continuing, all sums in the Impound
Account shall be held by Lender in the Impound Account to pay said taxes, assessments and
insurance premiums in one installment before the same become delinquent. Borrower shall be

responsible for ensuring the receipt by Lender, at least thirty (30) days prior to the respective due
date for payment thereof, of all bills, invoices and statements for all taxes, assessments and
insurance premiums to be paid from the Impound Account, and so long as no default hereunder
or under the other Loan Documents has occurred and is continuing, Lender shall pay the
governmental authority or other party entitled thereto directly to the extent funds are available for
such purpose in the Impound Account. The Impound Account shall not, unless otherwise
explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at
Lenders option and in Lender’s discretion, may either be held in a separate account or be
commingled by Lender with the general funds of Lender. No interest on funds contained in the
Impound Account shall be paid by Lender to Borrower. If the total funds in the Impound Account
shall exceed the amount of payments actually appUed by Lender for the purposes of the Impound
Account, such excess may be credited by Lender on subsequent payments to be made
hereunder or, at the option of Lender, refunded to Borrower. If, however, the Impound Account
shall not contain sufficient funds to pay the sums required when the same shall become due and
payable, Borrower shall, within ten (10) days after receipt of written notice thereof, deposit with
Lender the full amount of any such deficiency. If there is a default under this Security Instrument
which is not cured within any applicable grace or cure period, Lender may, but shall not be
obligated to, apply at any time the balance then remaining in the Impound Account against the
Debt in whatever order Lender shall subjectively determine. No such application of the Impound
Account shall be deemed to cure any default hereunder.
1.6. Replacement Reserve. As additional security for the Debt, Borrower shall establish and
maintain at all times while this Security Instrument continues in effect a repair reserve (the
“Replacement Reserve”) with Lender for payment of costs and expenses incurred by Borrower
in connection with capital repairs, replacements and improvements performed at the Property
(collectively the “Repairs”) but no disbursements shall be made for replacements which are
deemed by Lender to be in the ordinary course of business. Commencing on the first monthly
payment date under the Note and continuing thereafter on each monthly payment date under the
Note, Borrower shall pay to Lender, concurrently with and in addition to the monthly payment due
under the Note and until the Note and all other Debt is fully paid and performed, a deposit to the
Replacement Reserve in an amount equal to ZERO. So long as no default hereunder or under
the other Loan Documents has occurred and is continuing, all sums in the Replacement Reserve
shall be held by Lender in the Replacement Reserve to pay the costs and expenses of Repairs.
So long as no default hereunder or under the other Loan Documents has occurred and is
continuing, Lender shall, to the extent funds are available for such purpose in the Replacement
Reserve, disburse to Borrower amounts of not less than $1,500.00 and not more frequently than
once per month, the amount paid or incurred by Borrower in performing such Repairs upon
receipt by Lender of (a) a written request from Borrower for disbursement from the Replacement
Reserve and a certification by Borrower in form and substance satisfactory to Lender that the
applicable item of Repair has been completed and (b) the delivery to Lender of invoices, receipts
or other evidence satisfactory to Lender verifying the cost of performing the Repairs, and (c) if
requested by Lender, delivery to Lender of affidavits, lien waivers or other evidence reasonably
satisfactory to Lender showing that all materialmen, laborers, subcontractors and any other
parties who might or could claim statutory or common law liens and are furnishing or have
furnished materials or labor to the Property have been paid all amounts due for such labor and
materials furnished to the Property. The Replacement Reserve shall not, unless otherwise
explicitly required by applicable law, be or be deemed to be escrow or trust funds, but, at
Lender’s option and in Lender’s discretion, may either be held in a separate account or be
commingled by Lender with the general funds of Lender. A portion of any interest or other
earnings on funds contained in the Replacement Reserve shall be credited to Borrower as
provided in Section 4.13 hereof. In the event that such amounts on deposit or available in the
Replacement Reserve are inadequate to pay the costs of Repairs, Borrower shall pay the amount
of such deficiency.

1,7. Casualty and Condemnation.
(A) If the Property shall be damaged or destroyed, in whole or in part, by fire or other
casualty, Borrower shall give Lender prompt written notice of the occurrence. All
insurance proceeds on the Property, and all causes of action, claims, compensation,
awards and recoveries for any damage of all or any part of the Property or for any
damage or injury to it for any loss or diminution in value of the Property, are hereby
assigned to and shall be paid to Lender. Lender shall apply any sums received by it
under this Section first to the payment of all of its costs and expenses (including, but not
limited to, legal fees and disbursements) incurred in obtaining those sums, and then, as
follows:
(a) In the event that (i) the proceeds of insurance does not exceed fifty (50%)
percent of the then outstanding secured indebtedness and (ii) not more than fifty
(50%) percent of the Improvements located on the Real Estate has been
destroyed, then if:
(1) no default is then continuing hereunder or under any of the other Loan
Documents and no event has occurred which, with the giving of notice or
the passage of time or both, would constitute a default hereunder or
under any of the other Loan Documents, and
(2) the Property can, in Lender’s judgment, with diligent restoration or repair,
be returned to a condition at least equal to the condition thereof that
existed prior to the casualty or partial taking causing the Foss or damage
within the earlier to occur of (i) six (6) months after the receipt of
insurance proceeds or condemnation awards by either Borrower or
Lender, and (ii) twelve (12) months prior to the stated maturity date of the
Note, and
(3) all necessary governmental approvals can be obtained to allow the

rebuilding and reoccupancy of the Property, and
(4) there are sufficient sums available (through insurance proceeds or

condemnation awards and contributions by Borrower, the full amount of
which shall at Lender’s option have been deposited with Lender) for such
restoration or repair (including, without limitation, for any costs and
expenses of Lender to be incurred in administering said restoration or
repair) and for payment of principal and interest to become due and
payable under the Note during such restoration or repair, and
(5) the economic feasibility of the Improvements after such restoration or

repair will be such that income from their operation is reasonably
anticipated to be sufficient to pay operating expenses of the Property and
debt service on the Debt in full with the same coverage ratio considered
by Lender in its determination to make the loan secured hereby, and
(6) Borrower shall have delivered to Lender, at Borrower’s sole cost and
expense, an appraisal report in form and substance satisfactory to
Lender appraising the value of the Property as so restored or repaired to
be not less than the appraised value of the Property considered by
Lender in its determination to make the loan secured hereby, and

(7) Borrower so elects by written notice delivered to Lender within five (5)
days after settlement of the aforesaid insurance or condemnation claim,
then, Lender shall, solely for the purposes of such restoration or repair, advance
so much of the remainder of such sums as may be required for such restoration
or repair, and any funds deposited by Borrower therefor, to Borrower in the
manner and upon such terms and conditions as would be required by a prudent
interim construction lender, including, but not limited to, the prior approval by
Lender of plans and specifications, contractors and form of construction contracts
and the furnishing to Lender of permits, bonds, lien waivers, invoices, receipts
and affidavits from contractors and subcontractors in form and substance
satisfactory to Lender in its discretion, with any remainder being applied by
Lender for payment of the Debt in whatever order Lender directs in its absolute
discretion.
(b) In all other cases, Lender shall elect, in Lender’s absolute discretion and without
regard to the adequacy of Lender’s security, sums paid to Lender by an insurer
may be retained and applied by Lender, after deduction of Lender’s reasonable
costs and expenses of collection, toward payment of the Debt in such priority and
proportions as Lender in its discretion shall deem proper (such application to be
without prepayment fee or premium (as otherwise required under Section 1.02 of
the Note), except that if a default has occurred, or an event with notice and/or the
passage of time, or both, would constitute a default, then such application shall
be subject to payment of the prepayment fee or premium computed in
accordance with the Note).
(B) Borrower shall promptly give Lender notice of the actual or threatened commencement of
any condemnation or eminent domain proceeding and shall deliver to Lender copies of
any and all papers served in connection with such proceedings. Notwithstanding any
taking by any public or quasi-public authority through eminent domain or otherwise
(including but not limited to any transfer made in lieu of or in anticipation of the exercise
of such taking), Borrower shall continue to pay the Debt at the time and in the manner
provided for its payment in the Note and in this Security Instrument and the Debt shall not
be reduced until any award or payment therefor shall have been actually received and
applied by Lender, after the deduction of expenses of collection, to the reduction or
discharge of the Debt. Lender shall not be limited to the interest paid on the award by the
condemning authority but shall be enfitled to receive out of the award, interest at the rate
or rates provided herein and in the Note. All awards and proceeds of condemnation shall
be assigned to Lender to be applied in the same manner as insurance proceeds pursuant
to subparagraph (A) above.
(C) Lender may participate in any suits or proceedings relating to any such proceeds, causes
of action, claims, compensation, awards or recoveries and Lender is hereby authorized,
in its own name or in Borrowees name, to adjust any loss covered by insurance or cause
of action, and to settle or compromise any claim or cause of action in connection
therewith, and Borrower agrees to execute and deliver from time to time such further
instruments as may be requested by Lender to confirm the assignment to Lender of any
award, damage, insurance proceeds, payment or other compensation. Lender is hereby
irrevocably constituted and appointed the attorney-in-fact of Borrower (which power of
attorney shall be irrevocable so long as any Debt is outstanding, shall be deemed
coupled with an interest shall survive the voluntary or involuntary dissolution of Borrower
and shall not be affected by any disability or incapacity suffered by Borrower subsequent
to the date hereof), with full power of substitution, subject to the terms of this Section, to
settle for, collect and receive any such awards, damages, insurance proceeds, payments

or other compensation from the parties or authorities making the same, to appear in and
prosecute any proceedings therefor and to give receipts and acquittances therefor.
1.8. Assignment of Leases and Rents. Borrower hereby absolutely, presently and unconditionally
assigns to Lender all existing and future Leases, Rents and Profits, it being intended by Borrower
that this assignment constitutes a present, absolute and unconditional assignment and not an
assignment for additional or collateral security only. Borrower hereby grants to Lender the sole,
exclusive and immediate right, without taking possession of the Property, to demand, collect (by
suit or otherwise), receive and give valid and sufficient receipts for any and all of said Leases,
Rents and Profits, for which purpose Borrower does hereby irrevocably make, constitute and
appoint Lender its attorney-in-fact with full power to appoint substitutes or a trustee to accomplish
such purpose (which power of attorney shall be irrevocable so long as any Debt is outstanding,
shall be deemed to be coupled with an interest, shall survive the voluntary or involuntary
dissolution of Borrower and shall not be affected by any disability or incapacity suffered by
Borrower subsequent to the date hereof). Lender shall be without liability for any loss which may
arise from a failure or inability to collect Rents and Profits, proceeds or other payments.
However, until the occurrence of a default under this Security Instrument which has not been
cured within any applicable grace or cure period, Borrower shall have a revocable license to
collect and receive the Rents and Profits when due and prepayments thereof for not more than
one month prior to due date thereof. Upon the occurrence of a default hereunder which has not
been cured within any applicable grace or cure period, Borrower’s license shall automatically
terminate without notice to Borrower and Lender may thereafter, without taking possession of the
Property, collect the Rents and Profits itself or by an agent or receiver. From and after the
termination of such license, Borrower shall be the agent of Lender in collection of the Rents and
Profits and all of the Rents and Profits so collected by Borrower shall be held in trust by Borrower
for the sole and exclusive benefit of Lender and Borrower shall, within one (1) business day after
receipt of any Rents and Profits, pay the same to Lender to be applied by Lender as hereinafter
set forth. Neither the demand for or collection of Rents and Profits by Lender shall constitute any
assumption by Lender of any obligations under any agreement relating thereto. Lender is
obligated to account only for such Rents and Profits as are actually collected or received by
Lender.
1.9 Leases and Licenses. Borrower covenants and agrees that it shall not enter into any lease (or
renewal thereof) affecting 1,000 square feet (the “Lease Consent Threshold”) or more of the
Improvements or having a term of more than 5 years without the prior written approval of Lender,
which approval shall not be unreasonably withheld. It is acknowledged that Lender intends to
include among its criteria for approval of any such proposed tease the following: (i) such lease
shall be with a bona-fide arm’s-length tenant; (H) such lease shall not contain any rental or other
concessions which are not then customary and reasonable for similar properties and leases in the
market area of the Real Estate; (Hi) such lease shall provide that the tenant pays for its expenses;
(iv) the rental shall be at least at the market rate then prevailing for similar properties and leases
in the market areas of the Real Estate; and (v) such lease shall contain subordination and
attornment provisions in form and content acceptable to Lender. Failure of Lender to approve or
disapprove any such proposed lease within ten (10) business days after receipt of such written
request and all the documents and information required to be furnished to Borrower with such
request shall be deemed approval, provided that the written request for approval specifically
mentioned the same. Borrower (i) shall observe and perform all the obligations imposed upon the
lessor under the Leases and shall not do or permit to be done anything to impair the value of the
Leases as security for the Debt; (N) shall enforce all of the terms, covenants and conditions
contained in the Leases upon the part of the lessee thereunder to be observed or performed,
short of termination thereof; (Ni) shall not collect any of the Rents more than one (1) month in
advance (in addition to the last month’s rent and security deposit, if any); (iv) shall not execute
any other assignment of lessor’s interest in the Leases or the Rents; (v) shall not materially alter,
modify or change the terms of the Leases without the prior written consent of Lender, or, except if
Security Instrument 14 Shoppes atArrnenia

a tenant is in default, cancel or terminate the Leases or accept a surrender thereof (unless a
replacement Lease at a higher rent shall have been executed); and (vi) shall not alter, modify or
change the terms of any guaranty of the Leases or cancel or terminate such guaranty without the
prior written consent of Lender.
1.10. Alienation and Further Encumbrances.
(a) Borrower acknowledges that Lender has relied upon the principals of Borrower and their
experience in owning and operating properties similar to the Property in connection with
the closing of the Loan. Accordingly, except as specifically allowed hereinbelow in this
Section and notwithstanding anything to the contrary contained in Section 4.3 hereof, in
the event that the Property or any part thereof or interest therein shall be sold (including
any installment sales agreement), conveyed, disposed of, alienated, hypothecated,
leased (except to tenants of space in the Improvements in accordance with the provisions
of Section 1.9 hereof), assigned, pledged, mortgaged, further encumbered or otherwise
transferred or Borrower shall be divested of its title to the Property or any interest therein,
in any manner or way, whether voluntarily or involuntarily (any of the foregoing, a “~~f),
without the prior written consent of Lender being first obtained, which consent may be
withheld in Lender’s sole discretion, then the same shall constitute an Event of Default
and Lender shall have the right, at its option, to declare any or all of the indebtedness
secured hereby, irrespective of the Maturity Date, immediately due and payable and to
otherwise exercise any of its other rights and remedies contained in Article Ill hereof. If
such acceleration is during any period when a prepayment fee is payable pursuant to the
provisions set forth in the Note, then, in addition to all of the foregoing, such prepayment
fee shall also then be immediately due and payable to the same end as though Borrower
were prepaying the entire indebtedness secured hereby on the date of such acceleration.
For the purposes of this Section, the sale, conveyance, transfer, disposition, alienation,
hypothecation, pledge or encumbering (whether voluntarily or involuntarily) of all or any
portion of the ownership interest in (or, directly or indirectly through constituent parties,
any of the ultimate beneficial ownership interest in) Borrower shall be deemed to be a
transfer of an interest in the Property. Notwithstanding the foregoing, however, transfers
or assignments of ownership interests in Borrower (or its constituent parties) may be
undertaken without the consent of Lender in the following circumstances (the “Permitted
Transfers”):
(1) In the case of a Borrower which is a limited partnership, up to 49% of the limited
partnership interests in Borrower shall be freely transferable so long as those
persons responsible for the management and control of Borrower and the
Property remain unchanged following such transfer.
(2) In the case of a Borrower which constitutes a limited liability company, up to 49%
of the non-managing membership interests in Borrower shall be freely
transferable so long as those persons responsible for the management and
control of Borrower and the Property remain unchanged following such transfer.
(3) In the case of a Borrower which constitutes a corporation, up to 49% of the

aggregate of the issued and outstanding capital stock of Borrower may be sold or
assigned, taking into account (i) any prior sales or assignments, and (H) the
effective change in ownership resulting from any issuance of new shares of
capital stock in Borrower or its constituent party so long as those persons
responsible for the management and control of Borrower and the Property
remain unchanged following such transfer.

(4) Gifts for estate planning purposes of any individual’s interests in Borrower or in
any of Borrowe?s general partners, members or joint venturers to the spouse or
any lineal descendant of such individual, or to a trust for the benefit of any one or
more of such individual, spouse or lineal descendant, shall not be deemed to
violate this Section 1.10(a) so long as Borrower is reconstituted, if required,
following such gift and so long as those persons responsible for the management
of the Property and Borrower remain unchanged following such gift or any
replacement management is approved by Lender.
(5) Involuntary assignments or transfers caused by the death, incompetence or

dissolution of Borrower, one of its constituent parties or the owner of one of its
constituent parties are permitted if: (i) Borrower is reconstituted, if required,
following such death, incompetence or dissolution, and (ii) those persons
responsible for the management and control of Borrower and the Property
remain unchanged as a result of such death, incompetence or dissolution or any
replacement management is approved by Lender.
In all cases where assignment of ownership interests is allowed pursuant to this

Section 1.10(a), the proportionate ownership which is proposed to be transferred shall be
calculated so as to take into account prior transfers or assignments. Furthermore, the
sale, conveyance, transfer, disposition, alienation, hypothecation, pledge or encumbering
(whether voluntarily or involuntarily) of all or any portion of the ownership interest in (or,
directly or indirectly through constituent parties, any of the ultimate beneficial ownership
interest in) any guarantor of Borrower’s obligation hereunder or under any of the other
Loan Documents shall constitute a violation of this Section 1.10(a) and Lender shall have
the right to exercise its various remedies described hereinabove; provided, however,
ownership interests in any such guarantor may be transferred in a manner consistent with
the allowable transfers of ownership interests in Borrower described hereinabove.
(b) Notwithstanding the foregoing provisions of this Section, Lender shall consent to a sale,
conveyance or transfer of the Property in its entirety (hereinafter, a “Property Sale”) to
any person or entity provided that:
(1) No Event of Default is then continuing and no circumstance exists, which with the
giving of notice, or passage of time, or both, would constitute an Event of Default;
(2) Borrower gives Lender written notice of the terms of such prospective Property
Sale not less than sixty (60) days before the date on which such Property Sale is
scheduled to close and, concurrently therewith, gives Lender all reasonable
information concerning the proposed transferee of the Property (hereinafter, a
“Buye() as Lender would require in evaluating an initial extension of credit to a
borrower and pays to Lender a non-refundable application fee in the amount of
$5,000.00 (the “Application Fee”). In addition, Borrower shall reimburse Lender
for all of Lenders reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys’ fees and disbursements and Rating
Agency fees and expenses) incurred or anticipated to be incurred by Lender in
connection with a Property Sale including, without limitation, Lender’s
determination of whether Borrower has satisfied all of the conditions and
requirements set forth in this Section 1.10, but only to the extent such aggregate
costs and expenses exceed the Application Fee paid by Borrower to Lender.
Lender shall have the right, in its reasonable discretion, to approve or disapprove
the proposed Buyer. In determining whether to give or withhold its approval of
the proposed Buyer, Lender shall consider, among other things, the Buyer’s
experience and track record in owning and operating facilities similar to the

Property, the Buyer’s entity structure, the Buyers compliance with Section 1.1(m)
hereof, the Buyer’s financial strength, the Buyer’s general business standing and
the Buyer’s relationships and experience with contractors, vendors, tenants,
lenders and other business entities;
(3) Borrower pays Lender, concurrently with the closing of such Property Sale, a
non-refundable assumption fee (the “Assumption Fee”) in an amount equal to
one percent (1%) of the then outstanding principal balance of the Note; and
(4) any and all other requirements of Lender, as determined by Lender in its sole
discretion, are met.
1.11. Maintenance of Property. Borrower shall cause the Property to be used, operated, occupied
and maintained in a good and safe condition and repair and in accordance with all applicable
laws and regulations, and shall neither commit nor suffer any waste. The Improvements and the
Equipment shall not be removed, demolished or materially altered (except for normal replacement
of the Equipment) without the consent of Lender. Borrower shall not initiate, join in, acquiesce in,
or consent to any change in any private restrictive covenant, zoning law or other public or private
restriction, limiting or defining the uses which may be made of the Property or any part thereof. If
under applicable zoning provisions the use of all or any portion of the Property is or shall become
a nonconforming use, Borrower will not cause or permit such nonconforming use to be
discontinued or abandoned without the express written consent of Lender.
1.12. Access Privileges and Inspections. Lender and the agents, representatives and employees of
Lender shall, subject to the rights of tenants, have full and free access to the Real Estate and the
Improvements and any other location where books and records concerning the Property are kept
at all reasonable times for the purposes of inspecting the Property and of examining, copying and
making extracts from the books and records of Borrower relating to the Property. Borrower shall
lend assistance to all such agents, representatives and employees of Lender.
1.13. Financial Statements and Books and Records. Borrower shall keep accurate books and
records of account of the Property and its own financial affairs sufficient to permit the preparation
of financial statements therefrom in accordance with generally accepted accounting principles.
So long as this Security Instrument continues in effect, Borrower shall provide to Lender, in
addition to any other financial statements required hereunder or under any of the other Loan
Documents, the following financial statements and information, all of which must be certified to
Lender as being true and correct by Borrower or the entity to which they pertain, as applicable, be
prepared in accordance with generally accepted accounting principles consistently applied and be
in form and substance acceptable to Lender:
(a) copies of all tax returns filed by Borrower, within thirty (30) days after the date of filing;
(b) quarterly operating statements for the Property, within fifteen (15) days after the end of
each March, June, September and December, provided, operating statements shall be
delivered monthly for the first twelve (12) full calendar months of the Note;
(c) current rent rolls for the Property, within fifteen (15) days after the end of each March,
June, September and December, provided, rent rolls shall be delivered monthly for the
first twelve (12) full calendar months of the Note;
(d) annual balance sheets for the Property and annual financial statements for Borrower,
each principal or general partner in Borrower, and each indemnitor and guarantor under
any indemnity or guaranty executed in connection with the loan secured hereby within
ninety (90) days after the end of each calendar year; and
(e) such other information with respect to the Property, Borrower, the principals or general
partners in Borrower, and each indemnitor and guarantor under any indemnity or
guaranty executed in connection with the loan secured hereby, which may be requested
from time to time by Lender, within a reasonable time after the applicable request.
If any of the aforementioned materials are not furnished to Lender within the applicable time
periods or Lender is dissatisfied with the form andlor scope of information of any of the foregoing,
in addition to any other rights and remedies of Lender contained herein, Lender shall have the
right, but not the obligation, (i) to impose a late charge of $25.00 per day for each day after the
due date until the date that such missing aforementioned materials are furnished to Lender in the
form and containing the scope of information satisfactory to Lender andfor (N) to obtain the same
by means of an audit by an independent certified public accountant selected by Lender, in which
event Borrower agrees to pay, or to reimburse Lender for, any expense of such audit and further
agrees to provide all necessary information to said accountant and to otherwise cooperate in the
making of such audit. Borrower agrees that any and all materials furnished hereunder are the
property of Lender, its designee (and Lender’s servicer) and may be released to such parties as
Lender, its designee or its servicer deems appropriate, including FNMA, FHLMC, and any
affiliates, any issuer, underwriter, certificate-holder or trustee with respect to securities issued in
connection with the sale of this Security Instrument, or any rating agency responsible for rating
such securities from time to time.
LENDER MAY FURNISH INFORMATION REGARDING BORROWER OR THE PROPERTY TO

THIRD PARTIES WITH AN EXISTING OR PROSPECTIVE INTEREST IN THE SERVICING,
ENFORCEMENT, EVALUATION, PERFORMANCE, PURCHASE OR SECURITIZATION OF
THE DEBT, INCLUDING TRUSTEES, MASTER SERVICERS, SPECIAL SERVICERS, RATING
AGENCIES, AND ORGANIZATIONS MAINTAINING DATABASES ON THE UNDERWRITING
AND PERFORMANCE OF MORTGAGE LOANS. BORROWER IRREVOCABLY WAIVES ANY
AND ALL RIGHTS IT MAY HAVE UNDER APPLICABLE LAW TO PROHIBIT SUCH
DISCLOSURE, INCLUDING ANY RIGHT OF PRIVACY.
1.14. Further Documentation. Borrower shall, on the request of Lender and at the expense of
Borrower: (a) promptly execute, acknowledge, deliver and record or file such further instruments
and promptly do such further acts as may be necessary, desirable or proper to carry out more
effectively the purposes of this Security Instrument and the other Loan Documents and to subject
to the liens and security interests hereof and thereof any property intended by the terms hereof
and thereof to be covered hereby and thereby; and (b) promptly furnish to Lender, upon Lender’s
request, a duly acknowledged written statement and estoppel certificate addressed to such party
or parties as directed by Lender and in form and substance supplied by Lender, setting forth all
amounts due under the Note, stating whether any event has occurred which, with the passage of
time or the giving of notice or both, would constitute an event of default hereunder, stating
whether any offsets or defenses exist against the Debt and containing such other mailers as
Lender may reasonably require.
1.15. Security Interest. This Security Instrument is also intended to encumber and create a security
interest in, and Borrower hereby grants to Lender a security interest in all sums on deposit with
Lender or its servicer and all fixtures, chattels, accounts, equipment, inventory, contract rights,
general intangibles and other personal property included within the Property, all renewals,
replacements of any of the aforementioned items, or articles in substitution therefor or in addition
thereto or the proceeds thereof (said property is hereinafter referred to collectively as the
“Collateral”), whether or not the same shall be attached to the Real Estate or the Improvements
in any manner. It is hereby agreed that to the extent permitted by law, all of the foregoing
property is to be deemed and held to be a part of and affixed to the Real Estate and the
Improvements. The foregoing security interest shall also cover Borrowers leasehold interest in
any of the foregoing property which is leased by Borrower. Notwithstanding the foregoing, all of

the foregoing property shall be owned by Borrower and no leasing or installment sales or other
financing or title retention agreement in connection therewith shall be permitted without the prior
written approval of Lender. Borrower shall promptly replace all of the Collateral subject to the
lien or security interest of this Security Instrument when worn or obsolete with Collateral
comparable to the worn out or obsolete Collateral when new and will not, without the prior written
consent of Lender, remove from the Real Estate or the Improvements any of the Collateral
subject to the lien or security interest of this Security Instrument except such as is replaced by an
article of equal suitability and value as above provided, owned by Borrower free and clear of any
lien or security interest except that created by this Security Instrument and the other Loan
Documents and except as otherwise expressly permitted by the terms of Section 1.10 of this
Security Instrument. All of the Collateral shall be kept at the location of the Real Estate except as
otherwise required by the terms of the Loan Documents. Borrower shall not use any of the
Collateral in violation of any applicable statute, ordinance or insurance policy.
1.16. Security Agreement. This Security Instrument constitutes a security agreement between
Borrower and Lender with respect to the Collateral in which Lender is granted a security interest
hereunder) and, cumulative of all other rights and remedies of Lender hereunder, Lender shall
have all of the rights and remedies of a secured party under any applicable Uniform Commercial
Code. Borrower hereby agrees to execute and deliver on demand and hereby irrevocably
constitutes and appoints Lender the attorney-in-fact of Borrower (such appointment being
coupled with an interest) to execute and deliver and, if appropriate, to file with the appropriate
filing officer or office such security agreements, financing statements, continuation statements or
other instruments as Lender may request or require in order to impose, perfect or continue the
perfection of the lien or security interest created hereby. Expenses of retaking, holding, preparing
for sale, selling or the like (including, without limitation, Lender’s reasonable attorneys’ fees and
legal expenses), together with interest thereon at the Default Interest Rate from the date incurred
by Lender until actually paid by Borrower, shall be paid by Borrower on demand and shall be
secured by this Security Instrument and by all of the other Loan Documents securing all or any
part of the indebtedness evidenced by the Note. Lender shall have the right to enter upon the
Real Estate and the Improvements or any real property where any of the property which is the
subject of the security interest granted herein is located to take possession of, assemble and
collect the same or to render it unusable, or Borrower, upon demand of Lender, shall assemble
such property and make it available to Lender at the Real Estate, a place which is hereby
deemed to be reasonably convenient to Lender and Borrower.
1.17. Compliance with Laws. (a) Borrower shall at all times comply with all statutes, ordinances,
regulations and other governmental or quasi-governmental requirements and private covenants
now or hereafter relating to the ownership, construction, use or operation of the Property,
including, but not limited to, those concerning employment and compensation of persons
engaged in operation and maintenance of the Property and any environmental or ecological
requirements, even if such compliance shall require structural changes to the Property; and (b)
Borrower agrees that it shall at all times comply to the extent applicable with the requirements of
the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all state
and local laws and ordinances related to handicapped access and all rules, regulations, and
orders issued pursuant thereto.
1.18. Additional Taxes. In the event of the enactment after this date of any law of the state where the
Property is located or of any other governmental entity deducting from the value of the Property
for the purpose of taxation any lien or security interest thereon, or imposing upon Lender the
payment of the whole or any part of the taxes or assessments or charges or liens herein required
to be paid by Borrower, or changing in any way the laws relating to the taxation of mortgages,
deeds of trust or security agreements or debts secured by mortgages, deeds of trust or security
agreements or the interest of the mortgagee, beneficiary or secured party in the property covered
thereby, or the manner of collection of such taxes, so as to adversely affect this Security
Security Instrument 19 Shoppes atAmienia

Instrument or the Debt or Lender, then, and in any such event, Borrower, upon. demand by
Lender, shall pay such taxes, assessments, charges or liens, or reimburse Lender therefor;
provided, however, that if in the opinion of counsel for Lender (a) it might be unlawful to require
Borrower to make such payment, or (b) the making of such payment might result in the imposition
of interest beyond the maximum amount permitted by law, then and in either such event, Lender
may elect, by notice in writing given to Borrower, to declare all of the Debt to be and become due
and payable in full ninety (90) days from the giving of such notice.
1.19. Secured Indebtedness. It is understood and agreed that this Security Instrument shall secure
payment of not only the indebtedness evidenced by the Note but also any and all substitutions,
replacements, renewals and extensions of the Note, any and all indebtedness and obligations
arising pursuant to the terms hereof and any and all indebtedness and obligations arising
pursuant to the terms of any of the other Loan Documents.
1.20, Borrowers Waivers. To the full extent permitted by law, Borrower agrees that Borrower shall
not at any time insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appraisement, valuation, stay, moratorium or extension, or any
law now or hereafter in force providing for the reinstatement of the Debt prior to any sale of the
Property to be made pursuant to any provisions contained herein or prior to the entering of any
decree, judgment or order of any court of competent jurisdiction, or any right under any statute to
redeem all or any part of the Property so sold. Borrower, for Borrower and Borrower’s
successors and assigns, to the full extent permitted by law, hereby knowingly, intentionally and
voluntarily: (a) waives, releases, relinquishes and forever forgoes all rights of valuation,
appraisement, stay of execution, reinstatement and notice of election or intention to mature or
declare due the Debt (except such notices as are specifically provided for herein); (b) waives,
releases, relinquishes and forever forgoes all right to a marshalling of the assets of Borrower,
including the Property, to a sale in the inverse order of alienation, or to direct the order in which
any of the Property shall be sold in the event of foreclosure of the liens and security interests
hereby created and agrees that any court having jurisdiction to foreclose such liens and security
interests may order the Property sold as an entirety; and (c) waives, releases, relinquishes and
forever forgoes all rights and periods of redemption provided under applicable law. Further,
Borrower hereby knowingly, intentionally and voluntarily, waives, releases, relinquishes and
forever forgoes all present and future statutes of limitations as a defense to any action to enforce
the provisions of this Security Instrument or to collect any of the Debt to the fullest extent
permitted by law.
1.21. WAIVER OF JURY TRIAL. BORROWER, TO THE FULL EXTENT PERMITtED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE
ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES
THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO THE DEBT OR ANY CONDUCT, ACT OR
OMISSION OF LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS, OFFICERS,
PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER
PERSONS AFFILIATED WITH LENDER OR BORROWER, IN EACH OF THE FOREGOING
CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
1.22. Management. The management of the Property shall be by either: (a) Borrower or an entity
affiliated with Borrower approved by Lender for so long as Borrower or said affiliated entity is
managing the Propel-ty in a first class manner; or (b) a professional property management
company approved by Lender. Such management by an affiliated entity or a professional
property management company shall be pursuant to a written agreement approved by Lender.

1.23. Hazardous Waste and Other Substances.
(a) Borrower hereby represents and warrants to Lender that, as of the date hereof: (I) to the
best of Borrower’s knowledge, information and belief, the Property is not in direct or
indirect violation of any local, state or federal law, rule or regulation pertaining to
environmental regulation, contamination or clean-up (collectively, “Environmental
Laws”), including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. Sects. 9601 et ~g. and 40 CFR
Sects. 302.1 et~.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
Sects. 6901 et ~q.), The Federal Water Pollution Control Act (33 U.S.C. Sects. 1251 et
~g. and 40 CFR Sects. 116i ~ and the Hazardous Materials Transportation Act
(49 U.S.C. Sects. 1801 et~çq.), and the regulations promulgated pursuant to said laws,
all as amended; (ii) no hazardous, toxic or harmful substances, wastes, materials,
pollutants or contaminants or any other substances or materials which are included under
or regulated by Environmental Laws (collectively, “Hazardous Substances”) are located
on or have been handled, generated, stored, processed or disposed of on or released or
discharged from the Property (including underground contamination) except for those
substances used by Borrower in the ordinary course of its business and in compliance
with all Environmental Laws; (Ni) the Property is not subject to any private or
governmental lien or judicial or administrative notice or action relating to Hazardous
Substances; (iv) there are no existing or closed underground storage tanks or other
underground storage receptacles for Hazardous Substances on the Property; (v)
Borrower has received no notice of, and to the best of Borrower’s knowledge and belief,
there exists no investigation, action, proceeding or claim by any agency, authority or unit
of government or by any third party which could result in any liability, penalty, sanction or
judgment under any Environmental Laws with respect to any condition, use or operation
of the Property nor does Borrower know of any basis for such a claim; and (vi) Borrower
has received no notice of and, to the best of Borrower’s knowledge and belief, there has
been no claim by any party that any use, operation or condition of the Property has
caused any nuisance or any other liability or adverse condition on any other property nor
does Borrower know of any basis for such a claim.
(b) Borrower shall keep or cause the Property to be kept free from Hazardous Substances
(except those substances used by Borrower in the ordinary course of its business and
in compliance with all Environmental Laws) and in compliance with all Environmental
Laws.
(c) Borrower shall promptly notify Lender if Borrower shall become aware of the possible
existence of any Hazardous Substances on the Property or if Borrower shall become
aware that the Property is or may be in direct or indirect violation of any Environmental
Laws. Further, immediately upon receipt of the same, Borrower shall deliver to Lender
copies of any and all orders, notices, permits, applications, reports, and other
communications, documents and instruments pertaining to the actual, alleged or potential
presence or existence of any Hazardous Substances at, on, about, under, within, near or
in connection with the Property. Borrower shall, promptly and when and as required, at
Borrower’s sole cost and expense, take all actions as shall be necessary or advisable for
the clean-up of any and all portions of the Property or other affected property in
accordance with all applicable Environmental Laws (and in all events in a manner
satisfactory to Lender). In the event Borrower fails to do so, Lender may, but shall not be
obligated to, cause the Property or other affected property to be freed from any
Hazardous Substances or otherwise brought into conformance with Environmental Laws
and any and all costs and expenses incurred by Lender in connection therewith, together
with interest thereon at the Default Interest Rate from the date incurred by Lender until
actually paid by Borrower, shall be immediately paid by Borrower on demand and shall

be secured by this Security Instrument. Borrower covenants and agrees, at Borrower’s
sole cost and expense, to indemnify, defend (at trial and appellate levels, and with
attorneys, consultants and experts acceptable to Lender), and hold Lender harmless from
and against any and all liens, damages, losses, liabilities, obligations, settlement
payments, penalties, assessments, citations, directives, claims, litigation, demands,
defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind
or of any nature whatsoever (including, without limitation, reasonable attorneys’,
consultants’ and experts’ fees and disbursements actually incurred in investigating,
defending, settling or prosecuting any claim, litigation or proceeding) which may at any
time be imposed upon, incurred by or asserted or awarded against Lender or the
Property, and arising directly or indirectly from or out of: (i) the presence, release or
threat of release of any Hazardous Substances on, in, under or affecting all or any portion
of the Property or any surrounding areas, regardless of whether or not caused by or
within the control of Borrower; (H) the violation of any Environmental Laws relating to or
affecting the Property, whether or not caused by or within the control of Borrower; (iii) the
failure by Borrower to comply fully with the terms and conditions of this Section; (iv) the
breach of any representation or warranty contained in this Section; or (v) the enforcement
of this Section, including, without limitation, the cost of assessment, containment and/or
removal of any and all Hazardous Substances from all or any portion of the Property or
any surrounding areas, the cost of any actions taken in response to the presence,
release or threat of release of any Hazardous Substances on, in, under or affecting any
portion of the Property, and costs incurred to comply with the Environmental Laws in
connection with all or any portion of the Property or any surrounding areas.
(d) Upon Lenders request, at any time after the occurrence of a default hereunder or at such
other time as Lender has reasonable grounds to believe that Hazardous Substances are
or have been released, stored or disposed of on or around the Property or that the
Property may be in violation of the Environmental Laws, Borrower shall provide, at
Borrower’s sole cost and expense, an inspection or audit of the Property prepared by a
hydro-geologist or environmental engineer or other appropriate consultant approved by
Lender. If Borrower fails to provide such inspection or audit within thirty (30) days after
such request, Lender may order the same, and Borrower hereby grants to Lender and its
employees and agents access to the Property and a license to undertake such inspection
or audit. The cost of such inspection or audit, together with interest thereon at the
Default Interest Rate from the date incurred by Lender until actually paid by Borrower,
shall be immediately paid by Borrower on demand and shall be secured by this Security
Instrument.
(e) Without limiting the foregoing, where recommended by a “Phase I” or “Phase II”
assessment or otherwise required by Lender, Borrower shall establish and comply with
an operations and maintenance program relative to the Property, in form and substance
acceptable to Lender, prepared by an environmental consultant acceptable to Lender,
which program shall address any Hazardous Substances (including asbestos containing
material or lead based paint) that may now or in the future be detected on the Property.
1.24. Indemnification; Subrogation.
(a) Borrower shall protect, defend, indemnify, and hold Lender harmless against any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and
expenses (including without limitation, Lender’s reasonable attorneys’ fees and
expenses) of whatever kind or nature which may be asserted against, imposed on or
incurred by Lender, whether before or after an action in foreclosure, sale of the Property,
discharge of this Security Instrument and/or cancellation of the Note, by reason of (i)
ownership of this Security Instrument, the Property or any interest therein or receipt of the

Rents and Profits; (ii) any accident, injury to or death of persons or loss of or damage to
property occurring in, on or about the Property or any part thereof or on the adjoining
sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iii) any
use, nonuse or condition in, on or about the Property or any part thereof or on the
adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways;
(iv) any failure on the part of Borrower to perform or comply with any of the terms of this
Security Instrument; (v) performance of any labor or services or the furnishing of any
materials or other property in respect of the Property or any part thereof; (vi) the failure of
any person to file timely with the Internal Revenue Service an accurate Form 1099-B,
Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange
Transactions, which may be required in connection with this Security Instrument, or to
supply a copy thereof in a timely fashion to the recipient of the proceeds of the
transaction in connection with which this Security Instrument is made; (vu) the presence,
disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened
release of any Hazardous Materials on, from, or affecting the Property or any other
property or the presence of Asbestos or Lead-Based Material on the Property; (viii) any
personal injury (including wrongful death) or property damage (real or personal) arising
out of or related to such Hazardous Materials, Asbestos or Lead-Based Material; (ix) any
lawsuit brought or threatened, settlement reached, or government order relating to such
Hazardous Materials, Asbestos or Lead-Based Material; (x) any acts or omissions
relating to Lender’s exercise of any of its rights or remedies pursuant to Section 1.8 of
this Security Instrument; or (xi) any violation of laws, orders, regulations, requirements, or
demands of government authorities, which are based upon or any way related to such
Hazardous Materials, Asbestos or Lead-Based Material including, without limitation, the
costs and expenses of any remedial action, attorney and consultant fees, investigation
and laboratory fees, court costs, and litigation expenses. Any amounts payable to
Lender by reason of the application of this Section shall be secured by this Security
Instrument and other Loan Documents and shall become immediately due and payable
and shall bear interest at the Default Interest Rate from the date loss or damage is
sustained by Lender until paid. The obligations and liabilities of Borrower under this
Section shall survive any termination, satisfaction, assignment, entry of a judgment of
foreclosure, delivery of a deed in a non-judicial foreclosure or delivery of a deed in lieu of
foreclosure of this Security Instrument.
(b) A waiver of subrogation shall be obtained by Borrower from its insurance carrier and,
consequently, Borrower waives any and all right to claim or recover against Lender,
its officers, employees, agents and representatives, for loss of or damage to Borrower,
the Property, Borrower’s property or the property of others under Borrower’s control from
any cause insured against or required to be insured against by the provisions of this
Security Instrument.
1.25. Investment Earnings. Any amounts received by Lender from Borrower may be invested by
Lender (or its servicing agent) for its benefit and Lender shall not be obligated to pay, or credit,
any interest earned thereon to Borrower except as may be otherwise specifically provided in this
Security Instrument.
1.26. Defeasance.
(a) Notwithstanding anything to the contrary contained in the Note, this Security Instrument
or the other Loan Documents, at any time after the second (2nd) anniversary of the date
that is the “startup day,” within the meaning of Section 860G(a)(9) of the Internal
Revenue Code of 1986, as amended from time to time or any successor statute (the
“Code”), of a “real estate mortgage investment conduit” (“REMIC”) within the meaning of
Section 8600 of the Code, that holds the Note and this Security Instrument and provided

(unless Lender shall otherwise consent, in its sole discretion) no Event of Default has
occurred and is continuing and no circumstance exists, which with the giving of notice, or
passage of time, or both, would constitute an Event of Default, Borrower shall have the
right to obtain the release of the Property from the lien of this Security Instrument and the
other Loan Documents upon the satisfaction of each of the following conditions precedent
(such transaction being referred to herein as a “Defeasance”):
(1) not less than thirty (30) days’ prior written notice to Lender and Column Financial,
Inc. (‘Column”) at 3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia
30326-1113, Attention: Robert A. Barnes, Esq. (to the extent Column is not then
the holder of the Note evidencing the indebtedness secured hereby), specifying
the date (the “Release Date”) on which the Defeasance Collateral (hereinafter
defined) is to be delivered;
(2) the remittance to Lender on the related Release Date of all amounts then due
and payable under the Note, this Security Instrument and the other Loan
Documents;
(3) the delivery on or prior to the Release Date to Lender at
(A) U.S. Government Securities (hereinafter defined) that provide for

payments prior, but as close as possible, to all successive monthly
Payment Dates occurring after the Release Date including the payment
made on the Maturity Date, with each such payment being equal to or
greater than the amount of the corresponding installment of principal,
interest and, if applicable, the fee of the Servicer required to be paid
hereunder and/or under the Note (the “Defeasance Collateral”), each of
which shall be duly endorsed by the holder thereof as directed by Lender
or accompanied by a written instrument of transfer in form and substance
wholly satisfactory to Lender (including, without limitation, such
instruments as may be required by the depository institution holding such
securities to effectuate book-entry transfers and pledges through the
book-entry facilities of such institution) in order to create a first priority
security interest therein in favor of Lender in conformity with all
applicable state and federal laws governing granting of such security
interests;
(B) a pledge and security agreement, in form and substance satisfactory to

Lender, creating a first priority security interest in favor of Lender in the
Defeasance Collateral (the “Defeasance Security Agreement”);
(C) a certificate of the Borrower, executed by an authorized representative of

Borrower certifying that the requirements set forth in this Section 1.26(a)
have been satisfied;
(D) an opinion of counsel delivered at the cost and direction of Borrower but
for the benefit of Lender in form and substance satisfactory to Lender to
the effect that (i) Lender has a perfected first priority security interest in
the Defeasance Collateral and the Defeasance Security Agreement is
enforceable against Borrower in accordance with its terms, (H) the
Defeasance Security Agreement and other defeasance documents are
enforceable against Borrower in accordance with their respective terms,
(Hi) the Borrower is duly organized, validly existing and in good standing
under the laws of the state of its formation, and (iv) the Borrower has the

power and authority to execute the defeasance documents and performs
its obligations thereunder;
(F) an opinion of counsel for Lender, prepared and delivered by counsel for
the Servicer at Borrower’s reasonable expense, stating that any trust
formed as a REMIC in connection with any Secondary Market
Transaction (as defined below) will not fail to maintain its status as a
REMIC as a result of such Defeasance;
(F) a certificate from a firm of independent public accountants acceptable to

Lender certifying that the Defeasance Collateral is sufficient to satisfy the
requirements of subclause (A) hereinabove;
(G) a proposed release of the Property from this Security Instrument and any
UCC Financing Statements relating thereto (for execution by Lender) in a
form appropriate for cancellation of such documents in the jurisdiction in
which the Property is located;
(H) evidence in writing from the applicable Rating Agency to the effect that
the defeasance of the Loan and substitution of collateral will not result in
a downgrading, withdrawal or qualification of the respective ratings in
effect immediately prior to such Defeasance for any securities issued in
connection with the Secondary Market Transaction which are then
outstanding; and
(I) such other certificates, documents or instruments as Lender may

reasonably request;
(4) the payment by Borrower to Lender of all reasonable out-of-pocket costs and
expenses (including, without limitation, attorneys’ and accountant’s fees and
disbursements, and Rating Agency fees and expenses, if any) incurred or
anticipated to be incurred by Lender in connection with the satisfaction of the
conditions and requirements described in this Section.
(b) Upon compliance with the requirements of this Section, the Property shall be released
from the lien of this Security Instrument and any UCC Financing Statements related
thereto, the obligations hereunder and under the other Loan Documents with respect to
the Property from and after the Release Date shall no longer be applicable and, subject
to the terms of the applicable defeasance documents, the Defeasance Collateral shall be
the sole source of collateral securing the Note and all other obligations under the Loan
Documents. Lender shall apply the Defeasance Collateral and the payments received
therefrom to the payment of all scheduled principal and interest payments (the
“Scheduled Defeasance Payments”) due on all successive Payment Dates after the
Release Date including the payment due on the Maturity Date. Borrower, pursuant to the
Defeasance Security Agreement or other appropriate document, shall direct that the
payments received from the Defeasance Collateral shall be made directly to Lender and
applied to satisfy the obligations of Borrower under the Note and the Defeasance
Security Agreement.
(c) In connection with the release of the Property in accordance with this Section, Borrower
shall assign the Loan to another entity (the “Successor Borrower”) in connection with
the Defeasance and the following provisions shall apply:

(1) Column, whether or not it is then the holder of the Note evidencing the
indebtedness secured hereby, shall have the right (but not the obligation) to
establish or designate such a Successor Borrower. Such right shall be retained
by Column notwithstanding the sale or transfer of this Security Instrument unless
such obligation is specifically assigned by Column to the transferee. If Column
elects not to designate the Successor Borrower, Column Financial, Inc. shall so
notify Borrower within ten (10) days of receipt of the notice required in
SubDaragrar’h (aXi) above, in which event Borrower shall be required to
establish or designate a Successor Borrower acceptable to Lender. Borrower
shall pay any fees charged by Successor Borrower as consideration for
assuming the obligations under the Note and the Security Agreement; provided
that such fees shall not exceed $5,000.00 for any Successor Borrower
designated by Column. Borrower shall additionally pay all costs and expenses
incurred by Lender or Successor Borrower, including their respective attorneys’
fees and expenses, incurred in connection with the Defeasance. Successor
Borrower shall satisfy the single purpose entity requirements set forth in Exhibit D
hereof: nrovided, however, that Successor Borrower may, subject to Lender’s
approv?I and, if applicable, Rating Agency approval, act as the successor
borrower under more than one Loan in the same REMIC pool.
(2) Borrower shall transfer and assign to Successor Borrower (and Successor
Borrower shall assume) all rights, duties and obligations under the Note and the
Defeasance Security Agreement arising from and after the Release Date
pursuant to an assignment and assumption agreement satisfactory to Lender in
its sole discretion. As a condition to such assignment and assumption,
Successor Borrower shall deliver to Lender one or more opinions of counsel in
form and substance and delivered by counsel satisfactory to Lender in its sole
discretion stating among other things, (i) that such assumption agreement and
related documents are enforceable against Successor Borrower in accordance
with their respective terms, (h) Successor Borrower is duly organized, validly
existing and in good standing under the laws of the state of its fomiation, (üi)
Successor Borrower has the power and authority to execute the assumption
documents and perform its obligations thereunder, and (iv) if required by Lender
or the Rating Agencies, a non-consolidation opinion. Borrower shall pay all costs
and expenses incurred by Lender or its agents in connection with such
assignment and assumption (including, without limitation, the review of the
proposed transferee and the preparation of the assumption agreement and
related documentation). Upon such assumption, Borrower shall be relieved of its
obligations hereunder, under the other Loan Documents and under the
Defeasance Security Agreement from and after the Release Date, other than
those obligations which are specifically intended to survive the termination,
satisfaction or assignment of this Security Instrument or the exercise of Lenders
rights and remedies hereunder.
(d) As used herein, the term “U.S. Government Securities” shall mean non-redeemable,
fixed rate securities evidencing an obligation to timely pay principal and/or interest in a
full and timely manner that are direct obligations of the United States of America for the
full and timely payment of which its full faith and credit is pledged.
1.27 Broker Fees Provisions.
(a) Brokerage FeeslSub-Servicing Fees!RoIe of Correspondent. David Goldstein and/or

PRM Capital (collectively, “Correspondent”) has acted as both Borrower and Lenders
broker in the proposed transaction and Borrower agrees that no fiduciary or other special

relationship exists or shall exist between Borrower and Lender or Borrower and
Correspondent. Borrower understands that Correspondent does not have the authority to
and cannot bind Lender in any respect, including without imitation, the authority to issue
a commitment with respect to the loan evidenced by the Note (the ‘Loan”) or to make
any agreement regarding the Loan terms or conditions or the terms and conditions of the
Note, this Security Instrument or the other Loan Documents. Borrower agrees that
Lender is not responsible for any recommendation or advice given to Borrower by
Correspondent, and that Lender and Borrower are dealing at arms’ length with each other
in a commercial lending transaction. Borrower acknowledges and agrees that
Correspondent shall be paid the following fees in connection with or arising out of the
closing and funding of the Loan:
(1) Brokerage Fees Paid by Borrower. Upon closing (and only upon closing) of
the Loan, Borrower shall have paid Correspondent a brokerage fee in the amount
of one percent (1.00%) of the Loan amount. Lender is authorized by Borrower
to pay such fees out of any Application, Commitment or Rate Lock Fees
deposited by Borrower with Lender or out of Loan proceeds at closing. Borrower
represents and warrants that it has not dealt with any finder or broker in
connection with the Loan other than Correspondent. Borrower shall pay any and
all commissions and fees and hereby agrees to indemnify and hold Lender
harmless from any claim for commissions or fees, other than fees due
Correspondent. Such indemnity shall survive the expiration or termination of this
application, or the closing of the Loan.
ARTICLE II
EVENTS OF DEFAULT
2.1. Events of Default. The occurrence of any of the following events shall be an ‘Event of Default”
hereunder:
(a) Borrower fails to (i) make any payment under the Note when due, or (H) make any
regularly scheduled monthly deposit into any reserve established under this Security
Instrument or the other Loan Documents when due.
(b) Borrower fails to provide insurance as required by Section 1.3 hereof or fails to perform
any covenant, agreement obligation, term or condition set forth in Sections 1.10 or 1.23
hereof.
(c) Borrower fails to perform any other covenant, agreement, obligation, term or condition set
forth herein other than those otherwise described in this Section 2.1 and, to the extent
such failure or default is susceptible of being cured, the continuance of such failure or
default for thirty (30) days after written notice thereof from Lender to Borrower; provided,
however, that if such default is susceptible of cure but such cure cannot be accomplished
with reasonable diligence within said period of time, and if Borrower commences to cure
such default promptly after receipt of notice thereof from Lender, and thereafter
prosecutes the curing of such default with reasonable diligence, such period of time shall
be extended for such period of time as may be necessary to cure such default with
reasonable diligence, but not to exceed an additional sixty (60) days.
(d) Any representation or warranty made herein, in or in connection with any application or
commitment relating to the loan evidenced by the Note, or in any of the other Loan
Documents to Lender by Borrower, by any principal, member or general partner in
Borrower or by any indemnitor or guarantor under any indemnity or guaranty executed in

connection with the loan secured hereby is determined by Lender to have been false or
misleading in any material respect at the time made.
(e) Borrower, any principal, member or general partner in Borrower or any indemnitor or
guarantor under any indemnity or guaranty executed in connection with the loan secured
hereby becomes insolvent, or shall make a transfer in fraud of creditors, or shall make an
assignment for the benefit of creditors, shall file a petition in bankruptcy, shall voluntarily
be adjudicated insolvent or bankrupt or shall admit in writing the inability to pay debts as
they mature, shall petition or apply to any tribunal for or shall consent to or shall not
contest the appointment of a receiver, trustee, custodian or similar officer for Borrower,
for any such principal, member or general partner of Borrower or for any such indemnitor
or guarantor or for a substantial part of the assets of Borrower, of any such principal or
general partner of Borrower or of any such indemnitor or guarantor, or shall commence
any case, proceeding or other action under any bankruptcy, reorganization, arrangement,
readjustment or debt, dissolution or liquidation law or statute of any jurisdiction, whether
now or hereafter in effect.
(f) A petition is filed or any case proceeding or other action is commenced against
Borrower, against any principal, member or general partner of Borrower or against any
indemnitor or guarantor under any indemnity or guaranty executed in connection with the
loan secured hereby seeking to have an order for relief entered against it as debtor or
seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition
of it or its debts or other relief under any law relating to bankruptcy, insolvency,
arrangement, reorganization, receivership or other debtor relief under any law or statute
of any jurisdiction, whether now or hereafter in effect, or an order, judgment or decree is
entered appointing, with or without the consent of Borrower, of any such principal,
member or general partner of Borrower or of any such indemnitor or guarantor, a
receiver, trustee, custodian or similar officer for Borrower, for any such principal, member
or general partner of Borrower or for any such indemnitor or guarantor, or for any
substantial part of any of the properties of Borrower, of any such principal, member or
general partner of Borrower or of any such indemnitor or guarantor, and if any such event
shall occur, such petition, case, proceeding, action, order, judgment or decree shall not
be dismissed within sixty (60) days after being commenced.
(g) The holder of any lien or security interest on the Property (without implying the consent of
Lender to the existence or creation of any such lien or security interest), whether superior
or subordinate to this Security Instrument or any of the other Loan Documents, declares
a default and such default is not cured within any applicable grace or cure period set forth
in the applicable document or such holder institutes foreclosure or other proceedings for
the enforcement of its remedies thereunder.
(h) Any dissolution, termination, partial or complete liquidation, merger or consolidation of

Borrower, any of its principals, members or any general partner.
(i) Borrower fails to cure promptly any violation of laws or ordinances affecting or which may
be interpreted to affect the Property.
ARTICLE III
REMEDIES
3.1. Remedies Available. If there shall occur an Event of Default under this Security Instrument,
then this Security Instrument is subject to foreclosure as provided by law and Lender may, at its
option and by or through a trustee, nominee, assignee or otherwise, to the fullest extent permitted

by law, exercise any or all of the following rights, remedies and recourses, either successively or
concurrently:
(a) Acceleration. Accelerate the maturity date of the Note and declare any or all of the Debt
to be immediately due and payable without any presentment, demand, protest, notice or
action of any kind whatever (each of which is hereby expressly waived by Borrower),
whereupon the same shall become immediately due and payable. Upon any such
acceleration, payment of such accelerated amount shall constitute a prepayment of the
principal balance of the Note and any applicable prepayment fee provided for in the Note
shall then be immediately due and payable.
(b) Entry on the Property. Either in person or by agent, with or without bringing any action
or proceeding, or by a receiver appointed by a court and without regard to the adequacy
of its security, enter upon and take possession of the Property, or any part thereof,
without force or with such force as is permitted by law and without notice or process or
with such notice or process as is required by law unless such notice and process is
waivable, in which case Borrower hereby waives such notice and process, and do any
and all acts and perform any and all work which may be desirable or necessary in
Lender’s judgment to complete any unfinished construction on the Real Estate, to
preserve the value, marketability or rentability of the Property, to increase the income
therefrom, to manage and operate the Property or to protect the security hereof and all
sums expended by Lender therefor, together with interest thereon at the Default Interest
Rate, shall be immediately due and payable to Lender by Borrower on demand and shall
be secured hereby and by all of the other Loan Documents securing all or any part of the
indebtedness evidenced by the Note.
(c) Collect Rents and Profits. With or without taking possession of the Property, sue or
otherwise collect the Rents and Profits, including those past due and unpaid.
(d) Appointment of Receiver. Upon, or at any time prior or after, initiating the exercise of
any power of sale, instituting any judicial foreclosure or instituting any other foreclosure of
the liens and security interests provided for herein or any other legal proceedings
hereunder, make application to a court of competent jurisdiction for appointment of a
receiver for all or any part of the Property, as a matter of strict right and without notice to
Borrower and without regard to the adequacy of the Property for the repayment of the
Debt or the solvency of Borrower or any person or persons liable for the payment of the
Debt, and Borrower does hereby irrevocably consent to such appointment, waives any
and all notices of and defenses to such appointment and agrees not to oppose any
application therefor by Lender, but nothing herein is to be construed to deprive Lender of
any other right, remedy or privilege Lender may now have under the law to have a
receiver appointed, provided, however, that, the appointment of such receiver, trustee or
other appointee by virtue of any court order, statute or regulation shall not impair or in
any manner prejudice the rights of Lender to receive payment of the Rents and Profits
pursuant to other terms and provisions hereof. Any such receiver shall have all of the
usual powers and duties of receivers in similar cases, including, without limitation, the
full power to hold, develop, rent, lease, manage, maintain, operate and otherwise use or
permit the use of the Property upon such terms and conditions as said receiver may
deem to be prudent and reasonable under the circumstances as more fully set forth in
Section 3.3 below. Such receivership shall, at the option of Lender, continue until full
payment of all of the Debt or until title to the Property shall have passed by foreclosure
sale under this Security Instrument or deed in lieu of foreclosure.
(e) Foreclosure. Immediately commence an action to foreclose this Security Instrument or

to specifically enforce its provisions or any of the Debt pursuant to the statutes in such

case made and provided and sell the Property or cause the Property to be sold in
accordance with the requirements and procedures provided by said statutes in a single
parcel or in several parcels at the option of Lender. In the event foreclosure proceedings
are filed by Lender, all expenses incident to such proceeding, including, but not limited to,
attorneys’ fees and costs, shall be paid by Borrower and secured by this Security
Instrument and by all of the other Loan Documents securing all or any part of the
indebtedness evidenced by the Note. The Debt and all other obligations secured by this
Security Instrument, including, without limitation, interest at the Default Interest Rate (as
defined in the Note), any prepayment charge, fee or premium required to be paid under
the Note in order to prepay principal (to the extent permitted by applicable law), attorneys’
fees and any other amounts due and unpaid to Lender under the Loan Documents, may
be bid by Lender in the event of a foreclosure sale hereunder. In the event of a judicial
sale pursuant to a foreclosure decree, it is understood and agreed that Lender or its
assigns may become the purchaser of the Property or any part thereof.
(f) Other. Exercise any other right or remedy available hereunder, under any of the other
Loan Documents or at law or in equity.
3.2. Application of Proceeds. To the fullest extent permitted by law, the proceeds of any sale under
this Security Instrument shall be applied to the extent funds are so available to the following items
in such order as Lender in its discretion may determine:
(a) To payment of the costs, expenses and fees of taking possession of the Property, and of
holding, operating, maintaining, using, leasing, repairing, improving, marketing and
selling the same and of otherwise enforcing Lenders right and remedies hereunder and
under the other Loan Documents, including, but not limited to, receivers’ fees, court
costs, attorneys’, accountants’, appraisers’, managers’ and other professional fees, title
charges and transfer taxes.
(b) To payment of all sums expended by Lender under the terms of any of the Loan
Documents and not yet repaid, together with interest on such sums at the Default Interest
Rate.
(c) To payment of the Debt and all other obligations secured by this Security Instrument,
including, without limitation, interest at the Default Interest Rate and, to the extent
permitted by applicable law, any prepayment fee, charge or premium required to be paid
under the Note in order to prepay principal, in any order that Lender chooses in its sole
discretion.
The remainder, if any, of such funds shall be disbursed to Borrower or to the person or persons
legally entitled thereto.
3.3. Right and Authority of Receiver or Lender in the Event of Default; Power of Attorney. Upon
the occurrence of an Event of Default hereunder, and entry upon the Property pursuant to Section
3.1(b) hereof or appointment of a receiver pursuant to Section 3.1(d) hereof, and under such
terms and conditions as may be prudent and reasonable under the circumstances in Lender’s or
the receivers sole discretion, all at Borrower’s expense, Lender or said receiver, or such other
persons or entities as they shall hire, direct or engage, as the case may be, may do or permit one
or more of the following, successively or concurrently: (a) enter upon and take possession and
control of any and all of the Property; (b) manage and operate the Property; (c) execute and
deliver, in the name of Borrower as attorney-in-fact and agent of Borrower or in its own name as
Lender, such documents and instruments as are necessary or appropriate to consummate
authorized transactions; (d) enter such leases, whether of real or personal property, or tenancy
agreements, under such terms and conditions as Lender may in its sole discretion deem

appropriate or desirable; (e) collect and receive the Rents and Profits from the Property; and (f)
do any acts which Lender in its sole discretion deems appropriate or desirable to protect the
security hereof and use such measures, legal or equitable, as Lender may in its sole discretion
deem appropriate or desirable to implement and effectuate the provisions of this Security
Instrument. Borrower hereby constitutes and appoints Lender, its assignees, successors,
transferees and nominees, as Borrower’s true and lawful attorney-in-fact and agent, with full
power of substitution in the Property, in Borrower’s name, place and stead, to do or permit any
one or more of the foregoing described rights, remedies, powers and authorities, succeasively or
concurrently, and said power of attorney shall be deemed a power coupled with an interest and
irrevocable so long as any Debt is outstanding.
3.4. Occupancy After Foreclosure. In the event there is a foreclosure sale hereunder and at the
time of such sale, Borrower or Borrower’s representatives, successors or assigns, or any other
persons claiming any interest in the Property by, through or under Borrower (except tenants of
space in the Improvements subject to leases entered into prior to the date hereof), are occupying
or using the Property, or any part thereof, then, to the extent not prohibited by applicable law,
each and all shall, at the option of Lender or the purchaser at such sale, as the case may be,
immediately become the tenant of the purchaser at such sale, which tenancy shall be a tenancy
from day-to-day, terminable at the will of either landlord or tenant, at a reasonable rental per day
based upon the value of the Property occupied or used, such rental to be due daily to the
purchaser. Further, to the extent permitted by applicable law, in the event the tenant fails to
surrender possession of the Property upon the termination of such tenancy, the purchaser shall
be entitled to institute and maintain an action for unlawful detainer of the Property in the
appropriate court of the county in which the Real Estate is located.
3.5. Cumulative Remedies. All remedies contained in this Security Instrument are cumulative and
Lender shall also have all other remedies provided at law and in equity or in any other Loan
Documents. Such remedies may be pursued separately, successively or concurrently at the sole
subjective direction of Lender and may be exercised in any order and as often as occasion
therefor shall arise. No delay or failure by Lender to exercise any right or remedy under this
Security Instrument shall be construed to be a waiver of that right or remedy or of any default
hereunder.
3,6. Payment of Expenses. Borrower shall pay on demand all of Lender’s reasonable expenses
incurred in any efforts to enforce any terms of this Security Instrument, whether or not any lawsuit
is filed and whether or not foreclosure is commenced but not completed, including, but not limited
to, reasonable legal fees and disbursements, foreclosure costs and title charges, together with
interest thereon from and after the date incurred by Lender until actually paid by Borrower at the
Default Interest Rate, and the same shall be secured by this Security Instrument and by all of the
other Loan Documents securing all or any part of the indebtedness evidenced by the Note.
ARTICLE IV
MISCELLANEOUS TERMS AND CONDITIONS
4.1. Certain Rights of Lender. Without affecting Borrower’s liability for the payment of any of the
Debt, Lender may from time to time and without notice to Borrower (a) release any person liable
for the payment of the Debt; (b) extend or accept a modification of the terms of payment of the
Debt; (c) accept additional real or personal property of any kind as security or alter, substitute or
release any property securing the Debt; (d) recover any part of the Property; (e) consent in writing
to the making of any subdivision map or plat thereof; (f) join in granting any easement therein; or
(g) join in any extension agreement of this Security Instrument or any agreement subordinating
the lien hereof.

4.2. Notices. All notices, demands, requests or other communications to be sent by one party to the
other hereunder or required by law shall be in writing and shall be deemed to have been validly
given or served by delivery of the same in person to the intended addressee, or by depositing the
same with Federal Express or another reputable private courier service for next business day
delivery, or by depositing the same in the United States mail, postage prepaid, registered or
certified mail, return receipt requested, in any event addressed to the intended addressee at its
address set forth on the first page of this Security Instrument or at such other address as may be
designated by such party as herein provided.
4.3. Successors and Assigns. The terms, provisions, indemnities, covenants and conditions hereof
shall be binding upon Borrower, its successors and assigns, and shall inure to the benefit of
Lender, its successors and assigns and shall constitute covenants running with the land.
4.4. Severability. A determination that any provision of this Security Instrument is unenforceable or
invalid shall not affect the enforceability or validity of any other provision.
4.5. Waiver; Discontinuance of Proceedings. Lender may waive any single default by Borrower
hereunder without waiving any other prior or subsequent default and may remedy any default by
Borrower hereunder without waiving the default remedied. Neither the failure or delay by Lender
in exercising, any right, power or remedy upon any default by Borrower hereunder shall be
construed as a waiver of such default or as a waiver of the right to exercise any such right, power
or remedy at a later date. No single or partial exercise by Lender of any right, power or remedy
hereunder shall exhaust the same or shall preclude any other or further exercise thereof, and
every such right, power or remedy hereunder may be exercised at any time and from time to time.
No modification or waiver of any provision hereof nor consent to any departure by Borrower
therefrom shall in any event be effective unless the same shall be in writing and signed by
Lender, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose given. No notice to nor demand on Borrower in any case shall of itself entitle
Borrower to any other or further notice or demand in similar or other circumstances.
4.6. Section Headings. The headings of the sections and paragraphs of this Security Instrument are
for convenience of reference only, are not to be considered a part hereof and shall not limit or
otherwise affect any of the terms hereof.
4.7. Governing Law. This Security Instrument will be governed by and construed in accordance with
the laws of the State of Florida, provided that to the extent that any of such laws may now or
hereafter be preempted by Federal law, in which case such Federal law shall so govern and be
controlling.
4.8. Construction of this Document. This document may be construed as a mortgage, security
deed, deed of trust, chattel mortgage, conveyance, assignment, security agreement, pledge,
financing statement, hypothecation or contract, or any one or more of the foregoing, in order to
fully effectuate the liens and security interests created hereby and the purposes and agreements
herein set forth.
4.9. No Merger. It is the desire and intention of the parties hereto that this Security Instrument and
the lien hereof do not merge in fee simple title to the Property.
4.10. Personal Liability. Notwithstanding anything to the contrary contained in this Security
Instrument, the liability of Borrower and its general partners, if any, for the Debt and for the
performance of the other agreements, covenants and obligations contained herein and in the
Loan Documents shall be limited as set forth in Section 1.05 of the Note; provided however that
nothing herein shall be deemed to be a waiver of any right which Lender may have under
Sections 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a

claim for the full amount of the Debt or to require that all collateral shall continue to secure all
indebtedness owing to Lender in accordance with the Note, this Security Instrument and the other
Loan Documents.
4.11. Entire Agreement and Modifications. This Security Instrument and the other Loan Documents
(a) contain the entire agreements between the parties, and (b) may not be amended, revised,
waived, discharged, released or terminated orally but only by a written instrument or instruments
executed by the party against which enforcement of the amendment, revision, waiver, discharge,
release or termination is asserted.
4.12. Maximum Interest. The provisions of this Security Instrument and of all agreements between
Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are
hereby expressly limited so that in no contingency or event whatsoever, whether by reason of
demand or acceleration of the maturity of the Note or otherwise, shall the amount paid, or agreed
to be paid (“Interest”), to Lender for the use, forbearance or retention of the money loaned under
the Note exceed the maximum amount permissible under applicable law. If, from any
circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement
between Borrower and Lender shall, at the time performance or fulfillment of such provision shall
be due, exceed the limit for Interest prescribed by law or otherwise transcend the limit of validity
prescribed by applicable law, then jp~ facto the obligation to be performed or fulfilled shall be
reduced to such limit and if, from any circumstance whatsoever, Lender shall ever receive
anything of value deemed Interest by applicable law in excess of the maximum lawful amount an
amount equal to any excessive Interest shall be applied to the reduction of the principal balance
owing under the Note in the inverse order of its maturity (whether or not then due) or at the option
of Lender be paid over to Borrower, and not to the payment of Interest. All Interest (including any
amounts or payments deemed to be Interest) paid or agreed to be paid to Lender shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the
full period until payment in full of the principal balance of the Note so that the Interest thereon for
such full period will not exceed the maximum amount permitted by applicable law. This
paragraph will control all agreements between Borrower and Lender.
4.13. Interest Payable by Lender. Lender shall cause funds in the Replacement Reserve and those
other reserves which are designated in this Security Instrument as earning interest payable to
Borrower (the “Funds”) to be deposited into interest bearing accounts of the type customarily
maintained by Lender or its servicing agent for the investment of similar reserves, which accounts
may not yield the highest interest rate then available. The Funds shall be held in an account or
accounts in Lender’s name (or such other account name as Lender may elect) at a financial
institution or other depository selected by Lender (or its servicer) in its sole discretion (collectively,
the “Depository Institution”). Borrower shall earn no more than an amount of interest on the
Funds equal to an amount determined by applying to the average monthly balance of such Funds
the quoted interest rate for the Depository Institution’s money market savings account, as such
rate is determined from time to time (such allocated amount being referred to as “Borrower’s
Interest”). Lender or its Depository Institution shall be entitled to report under Borrower’s Federal
tax identification number, the Borrower’s Interest on the Funds. If the Depository Institution does
not have an established money market savings account (or if an interest rate for such account
cannot otherwise be determined in connection with the deposit of such Funds), a comparable
interest rate quote by the Depository Institution and acceptable to Lender (or its servicer) in its
reasonable discretion shall be used. The amount of Borrower’s Interest allocated to the Funds
shall be added to the balance of the respective reserve to which it belongs to be disbursed.
4.14. Cooperation with Rating Agencies and Investors. Borrower covenants and agrees that in the
event Lender decides to include the Loan as an asset of a Secondary Market Transaction,
Borrower shall (a) at Lender’s request, meet with representatives of the Rating Agencies and/or
investors to discuss the business and operations of the Property, and (b) permit Lender or its

representatives to provide related information to the Rating Agencies and/or investors, and
(c) cooperate with the reasonable requests of the Rating Agencies and/or investors in connection
with all of the foregoing. For purposes of this Security Instrument, a “Secondary Market
Transaction” shall be (a) any sale or assignment of this Security Instrument, the Note and the
other Loan Documents to one or more investors as a whole loan; (b) a participation of the Loan to
one or more investors; (c) any deposit of this Security Instrument, the Note and the other Loan
Documents with a trust or other entity which may sell certificates or other instruments to investors
evidencing an ownership interest in the assets of such trust or other entity; or (d) any other sale,
assignment or transfer of the Loan or any interest therein to one or more investors. At any time
during which the Loan is an asset of a securitization or is otherwise an asset of any rated
transaction, “Rating Agency” shall mean the rating agency or rating agencies that from time to
time rate the securities, certificates or other instruments issued in connection with such
securitization or other transaction.
4.15. Sales of Note and Security Instrument. The Note or a partial interest in the Note (together with
this Security Instrument and the other Loan Documents) may be sold one or more times without
prior notice to Borrower. A sale may result in a change of the Loan Servicer. There also may be
one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change of
the Loan Servicer, Borrower will be given notice of the change. For purposes of this Security
Instrument, the term “Loan Servicer” means the entity that from time to time is designated by
Lender to collect payments and deposits and receive notices under the Note, this Security
Instrument and any other Loan Document, and otherwise to service the loan evidenced by the
Note for the benefit of Lender.
4.16. Waiver of Homestead. Dower. Redemption, and Appraisement. Borrower waives all right of
homestead exemption in and statutory redemption of the Property and all right of appraisement of
the Property and relinquishes all rights of dower and curtesy in the Property.
4.17. Community Property. In the event community property laws apply, each Borrower who is a
married person expressly agrees that recourse may be had against his or her community property
and separate property.
4.18. Further Stipulations. The additional covenants, agreements and provisions set forth in Exhibit B
and Exhibit C and Exhibit D attached hereto, if any, shall be a part of this Security Instrument and
shall, in the event of any conflict between such further stipulations and any of the other provisions
of this Security Instrument, be deemed to control.

ATTACHED EXHIBITS. The following Exhibits are attached to this Security Instrument and by this
reference are made a part hereof:
jX{ Exhibit A Description of the Land
LI Exhibit B Reserves
LI Exhibit C Modifications to Security Instrument

XI Exhibit D Bankruptcy Remote Provisions
IN WITNESS WHEREOF, Borrower has executed this Security Instrument as of the day and year first
above written.
Borrower:
Witnesses: M B PLAZA, LLC, a Florida limited liability company
P~
By:
(J ~vl•2c4,~ei r~43~U~)~,?≤L Jaacov E. Bouskila
Managing Member
~‘
)~:_\.~~J ‘~
rl~g C
By:
(~EL,r..6c4-ti Mt~’~”~-’ Managing Member

ACKNOWLEDGEMENTS
STATEOF FLORIDA
)SS
COUNTY OF Mnrn. t3c,Jt
THE FOREGOING INSTRUMENT was acknowledged before me this 3O day of AQ~ ~ 2006,
by Jaacov E. Bouskila, a Managing Member of M B PLAZA, LLC, a Florida limited lia5ility company, on
behalf of said li~iited liability company. He/she/they I_f is/are personally known to me or 1&i has/have
produced F\o,J~, t~.c.i.is ~ ___________________________ as identification. [Notary,
check appropriate blank; and, if obtaining identification, fill in appropriate identification number.]
Notary Public~
INOTARIAL SEAL & STAMP]

Serial No:
My commission expires:
STATE OF FLORIDA
~r~l )SS
COUNTY OF_______________
THE FOREGOING INSTRUMENT was acknowledged before me this ~.P day of ____________ 2006,
by Moshe Mazine, a Managing Member of M B PLAZA, LLC, a Florida limited liability company, on
behalf of said limited liability company. He/she/they I_I is/are personally known to me or I~I has/have
produced ?\~.2 .1.. ~ U _____________________________ as identification. [Notary,
check appropriate blank; and, if obtaining identification, fill in appropriate identification numberj
Notary Pu là
Richard P Bre~er
9 My CommIssion 1)0216249
Expkegiay2&2007 INOTARIAL SEAL & STAMP]
Serial No:

EXHIBIT A — (Description of the Land)
PARCEL 1:
ALL OF LOTS 1 -4 OF BLOCK 1 OF BOUR-LANDS SUBDIVISION
AS RECORDED TN PEAT BOOK 14, PAGE 27 AND BEING IN
SECTION 34 TOWNSHIP 28 SOUTH, RANGE 18 EAST,
HTLLSBOROUGH COUNTY, FLORIDA; LESS AND EXCEPT RIGHT-
OF-WAY ESTABLISHED BY ORDER OF TAKING RECORDED IN
OFFICIAL RECORD BOOK 3075, PAGE 1964 AND JUDGMENT
RECORDED IN OFFICIAL RECORDS BOOK 3150, PAGE 1068,
PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA; AND
LESS AND EXCEPT ADDITIONAL RIGHT-OF-WAY DESCRIBED
AS FOLLOWS:
COMMENCE AT THE NORTHWEST CORNER OF BLOCK 1 OF

SAID BOUR-LANDS SUBDIVISION (BEING A 13mm IRON ROD)
THENCE S.00°12’44” W., ALONG THE WEST BOUNDARY OF SAID
BLOCK 1, A DISTANCE OF 66.178 METERS (217.12 FEET) TO THE
NORTH RIGHT-OF-WAY LINE OF STATE ROAD 600 (W.
HILLSBOROUGH AVENUE) (PER SECTION 1015-96A); THENCE
S.89°40’43”E., ALONG SAID NORTH RIGHT-OF-WAY LINE, A
DISTANCE OF 83.820 METERS (275.00 FEET) TO THE WEST
BOUNDARY OF SAID LOTS 1-4 OF BLOCK 1 AND THE JOINT
OF BEGINNING; THENCE N.00°16t15”E., ALONG SAD WEST
BOUNDARY, A DISTANCE OF 20.602 METERS (67.59 FEET);
THENCE S.89D38~49??E., A DISTANCE OP 20.941 METERS (68.70
FEET); THENCE N 68°27’56”E, A DISTANCE OF 7.335 METERS
(24.06 FEET) THENCE N.40°19’24”E., A DISTANCE OF 5.998
METERS (19.68 FEET) TO THE NORTH BOUNDARY OF SAID LOT
4; THENCE S.89°35’ 55”E., ALONG SAD NORTH BOUNDARY, A
DISTANCE OF 1.322 METERS (4.34 FEET) TO THE WESTERLY
RIGHT-OF-WAY LINE OF NORTH ARMENIA AVENUE AS
ESTABLISHED BY ORDER OF TAKING RECORDED IN OFFICIAL
RECORD BOOK 3075, PAGE 1964 AND JUDGMENT RECORDED
IN OFFICIAL RECORD BOOK 3150, PAGE 1068, PUBLiC RECORDS
OF HILLSBOROUGH COUNTY, FLORIDA; THENCE ALONG SAID
WESTERLY RIGHT-OF-WAY LINE, THE FOLLOWING TWO (2)
COURSES: 1.) SMO°17’57”W., A DISTANCE OF 20.097 METERS
(65.93 FEET); 2.) THENCE S.45°41’55”W., A DISTANCE OF
11.129 METERS (36.51 FEET) TO SAID NORTH RIGHT-OF-WAY
LINE OF STATE ROAD 600 (W. HILLSBOROUGH AVENUE);
THENCE N. 89°40’43”W., ALONG SAID NORTH RIGHT-OF-WAY
LiNE, A DISTANCE OF 24.994 METERS (82.00 FEET) TO THE
POINT OF BEGINNING.

PARCEL 2:
LOTS 5,6,7,8 AND 9, BLOCK 1 BOUR-LANDS SUBDIVISION,
ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN
PLAT BOOK 14, PAGE 27, PUBLIC RECORDS OF HILLSBOROUGH
COUNTY, FLORIDA.
PARCEL 3:
LOTS 10,11, 12 AND 13 AND LOTS 30 AND 31, BLOCK 1, BOUR-LANDS
SUBDIVISION, ACCORDING TO THE MAP OR FLAT THEREOF AS
RECORDED IN PLAT BOOK 14, PAGE 27, OF THE PUBLIC RECORDS
OF HILLSBOROUGH COUNTY, FLORIDA, LESS STATE ROAD
RIGHT-OF-WAY AND LESS THAT PART OF LOTS 30
AND 31 FOR ROAD RIGHT-OF-WAY MORE PARTICULARLY
DESCRIBED IN OFFICiAL RECORDS BOOK 9102, PAGE 244,
SAD PUBLIC RECORDS.
PARCEL 4:
LOTS 14,15 AND 16, BLOCK 1, BOUR-LANDS SUBDIVISION,
ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED IN
FLAT BOOK 14, PAGE 27, PUBLIC RECORDS OF HILLSBOROUGH
COUNTY, FLORIDA.
PARCELS:
LOTS 26, 27,28 AND 29, AND THE EAST 20 FEET OF LOT 25,
BLOCK 1, BOUR-LANDS SUBDIVISION, ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PLAT BOOK 14, PAGE 27, OF
THE PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA,
LESS ROAD RIGHT-OF-WAY.
LESS AND EXCEPT THE LEGAL DESCRIPTIONS LISThD IN

ORDER OF TAKING RECORDED IN O.R. BOOK 9123, PAGE
515; O.R. BOOK 9123, PAGE 521, AND OR. BOOK 9123, PAGE
527, PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA.
PAI{CEL.6:
LOT 28,29,30 AND 31 BLOCK 2, BOUR-LANDS SUBDIVISION,
COUNTY, FLORIDA. LESS THE SOUTH 5 FEET THEREOF AND
LESS RIGHT-OF-WAY FOR MOHAWK AVENUE.

EXHIBIT B
(Reserves)
B-I. Repair and Remediation Reserve. Intenlionally Deleted.
B-2. Lease Holdback Reserve. Intentionally Deleted.
B-3. Tenant Improvements and Leasing Commissions Reserve. As additional security for the
Debt, Borrower shall establish and maintain at all times while this Security Instrument continues
in effect a reserve (the “TILC Reserve”) with Lender for the payment of costs and expenses
incurred by Borrower for Tenant Improvements and Leasing Commissions. All such sums,
tOgether with any interest thereon, are hereinafter collectively referred to as the “Funds”. As
used herein, the term “Tenant Improvements” shall mean construction or modification of
improvements on or installation of fixtures or equipment in the Property as required to be
performed by Borrower pursuant to the terms of any lease which is hereafter approved or, if such
lease does not require approval by Lender, is hereafter entered into by Borrower and tenant
pursuant to Section 1.9 of this Security Instrument (“Approved Lease”). As used herein, the
term “Leasing Commissions” shall mean reasonable and customary commissions paid to a real
estate broker licensed in the state where the Property is located in connection with an Approved
Lease, pursuant to commission agreements containing such terms and provisions including,
without limitation, as to the timing of the payment of the commission, as are then prevailing
between third party, unaffiliated owners and brokers for comparable leases of space at properties
similar to the Property in the market area in which the Property is located.
(a) Deposits Into the TILC Reservellnterest on Funds, Simultaneous with the closing of
the transaction contemplated hereby, Borrower shall pay to Lender a deposit to the TILC
Reserve in an amount equal to $0.00. In addition and commencing with the first monthly
payment due under the Note and continuing thereafter on each monthly payment date
under the Note, Borrower shall pay to Lender, concurrently with and in addition to the
monthly payment due under the Note and until the Note and all other Debt is fully paid
and performed, a monthly deposit to the TILC Reserve in an amount equal to $1,562.50;
provided, however, such monthly payments shall cease at such time as the then
outstanding balance in the TILC Reserve shall equal or exceed $75,000.00. So long as
no default hereunder or under the other Loan Documents has occurred and is continuing,
all sums in the TILC Reserve shall be held by Lender in the TILC Reserve to pay and/or
reimburse Borrower for the costs and expenses of Tenant Improvements and for paying
Leasing Commissions as herein set forth. Interest on the funds contained in the TILC
Reserve shall be credited to Borrower as provided in Section 4.13 of this Security
Instrument.
(b) Disbursements from the TILC Reserve. So long as no default hereunder or under the
other Loan Documents has occurred and is continuing, and to the extent Funds are
available for such purpose, Lender shall, within ten (10) days after receipt of a written
request from Borrower specifying the amount requested and the applicable Tenant
Improvements or Leasing Commissions to be paid for with the requested Funds
(“Disbursement Request”), release to Borrower Funds in the amount of the
Disbursement Request; subject, however, to the following conditions precedent. Lender
shall not be required to make advances from the TILC Reserve more frequently than
once in any thirty (30) day period. In making any payment from the TILC Reserve, Lender
shall be entitled to rely on such request from Borrower, and on any bill, statement, or
estimate from any third party, without any inquiry into the accuracy, validity or
contestability of any such amount.
security Instrument 39 Shoppes at &menia

(i) With respect to a Disbursement Request to pay for Tenant Improvements,
Borrower shall provide evidence reasonably satisfactory to Lender (including, if
requested by Lender, access to the Property by Lender and/or an architect
and/or an engineer specified by Lender for the purpose of inspecting the work
done, at Borrowers expense) that the Tenant Improvements, or such portion
thereof, for which the Funds are being requested have been completed in
accordance with subparagraph (c) below. Borrower shall submit to Lender copies
of invoices for which Funds are being requested, and if required by Lender, shall
also submit waivers of lien. Borrower shall execute and deliver to Lender a
certificate (in form and substance reasonably satisfactory to Lender) that the
Tenant Improvements covered by the applicable Disbursement Request comply
with, and have fully satisfied, the terms and provisions of paragraph Cc) below.
Borrower shall provide Lender with a copy of any and all applicable permanent
certificates of occupancy and other governmental permits, if any be required,
issued by applicable governmental authorities with respect to the Tenant
Improvements, which certificates and permits allow the tenant to open for
business as contemplated under such lease. Borrower shall provide such
additional documents, certificates and affidavits as Lender may reasonably
request.
(H) With respect to the final Disbursement Request relative to any Approved Lease,
Borrower shall provide Lender with an original estoppel certificate executed by
the tenant under the Approved Lease for which such request relates, stating that
such tenant has accepted the Tenant Improvements, and has occupied the
space covered by the Tenant Improvements and that there are no defaults under
such lease (nor does there exist any event or conditions, which with the passage
of time or the giving of notice, or both, could result in such a default).
(Hi) With respect to a Disbursement Request to pay any portion of the Leasing
Commissions, Borrower shall provide evidence as reasonably requested by
Lender that such Leasing Commissions are then due and payable or have been
properly paid, and such additional documents, certificates and affidavits as
Lender may reasonably request.
(iv) Notwithstanding any provision of this Section to the contrary, Funds disbursed
with respect to any Approved Lease (i) for Tenant Improvements shall be an
amount not to exceed, under any circumstances, the reasonable costs and
expenses actually incurred by Borrower therefor; and (H) for Leasing
Commissions shall be an amount not to exceed, under any circumstances, the
commission actually incurred by Borrower therefor which is reasonable and
customary for a licensed real estate broker in the market area in which the
Property is located.
(v) In the event Borrower receives any disbursement of funds in the TILC Reserve,
then in addition and commencing with the next monthly payment due under the
Note thereafter and continuing thereafter on each monthly payment date under
the Note, Borrower shall pay to Lender, concurrently with and in addition to the
monthly payment due under the Note and in addition to any other monthly
deposit to the TILC Reserve then on-going a deposit to the TILC Reserve in an
amount equal to the amount of such disbursement divided by twelve (12) until
such time as the amount of such additional monthly payments equals or exceeds
the amount of such disbursement.

(c) Borrower shall construct and complete all Tenant Improvements within the time periods
and as required by, and in accordance with, the Approved Leases. Borrower or tenant
shall pay for and obtain or cause to be paid for and obtained all permits, licenses and
approvals required by all applicable laws with regard to the Tenant Improvements,
whether necessary for commencement, completion, use or otherwise. Borrower shall
perform or cause to be performed all work in connection with the Tenant Improvements in
a good and workmanlike manner, in compliance with all applicable laws (including,
without limitation, any and all applicable life safety laws, environmental laws and laws for
the handicapped and/or disabled) and, with respect only to those leases requiring Lender
approval, with the plans and specifications approved (in writing) by Lender covering the
same, which performance by Borrower shall be without regard to the sufficiency of the
Funds. Borrower covenants and agrees that Tenant Improvements shall be constructed,
installed or completed, as applicable, free and clear of any and all liens (including
mechanic’s, rnaterialman’s or other liens), claims and encumbrances whatsoever.
(d) In the event of a default hereunder or under any of the other Loan Documents, Lender in
its sole discretion may do one of the following:
(i) apply the funds in the TILC Reserve to pay down the principal balance of the
Loan subject to a pre-payment penalty equal to “Required Yield Maintenance” as
defined in the Note, or
(ii) continue to hold the TILC Reserve as additional security for the Loan throughout
the remaining loan term, with any interest accruing thereon remaining in and
becoming part of the TILC Reserve.
B-4. Lease Termination Payment Reserve.
(a) For purposes of this Security Instrument, the capitalized terms defined in this Section
shall have the meanings ascribed to them as follows:
(i) “Lease Termination Expenditure” shall mean the costs and expenses incurred
by Borrower for payment of leasing commissions, lease buy-outs and
expenditures related to repairs, replacements and improvements to Lease
Termination Space in connection with releasing such Lease Termination Space.
(ii) “Lease Termination Payment” shall mean any amounts paid in consideration of
an early lease termination including, without limitation, payments made under
leases containing early lease termination options in favor of tenants thereunder,
in connection with the exercise of such tenant’s lease termination rights.
Amounts paid for rent and other charges in respect of periods prior to the lease
termination date shall be excluded from the Lease Termination Payment.
(iii) “Lease Termination Payment Reserve” shall have the meaning set forth in
subparagraph (b) below.
(iv) “Lease Termination Space” shall mean any space at the Improvements subject
to a lease as to which a Lease Termination Payment is received.
(b) As additional security for the Debt, Borrower shall establish and maintain at all times
while this Security Instrument continues in effect a reserve (the “Lease Termination
Payment Reserve”) with Lender for payment of Lease Termination Expenditures.
Notwithstanding any provision of this Security Instrument or the other Loan Documents to
the contrary, Borrower shall, within one (1) business day of receipt thereof, deliver all

Lease Termination Payments (or cause the properly manager to deliver all such Lease
Termination Payments) to Lender for deposit in the Lease Termination Payment Reserve.
(c) (1) Borrower shall pay all Lease Termination Expenditures without regard to the
amount then available in the Lease Termination Payment Reserve. So long as
no default hereunder or under the other Loan Documents has occurred and is
continuing, and, subject to the provisions of this Security Instrument, Lender
shall, to the extent funds are available for such purpose in the Lease Termination
Payment Reserve, apply any portion of each Lease Termination Payment held in
the Lease Termination Payment Reserve in payment of the Lease Termination
Expenditures incurred with respect to the corresponding Lease Termination
Space. Lender shall disburse amounts for Lease Termination Expenditures
within 10-days of Borrower’s satisfaction of the following conditions and the
provision of suitable documentation relative thereto: (i) a new lease has been
fully executed and approved by Lender pursuant to the terms hereof with respect
to all or any portion of the Lease Termination Space, (N) Lender has received
written notice at least ten (10) days prior to the due date of any payment relating
to Lease Termination Expenditures undertaken pursuant to such new lease or, if
Borrower makes timely payment therefor, not more than forty-five (45) days after
Borrower has made such payment; (Ni) Borrower furnishes Lender with a written
disbursement request for the payment or reimbursement of such Lease
Termination Expenditures; (iv) Borrower shall have theretofore furnished Lender
with satisfactory evidence of the progress and/or completion of tenant
improvement work, the cost of tenant improvement work, satisfactory evidence
that any and all completed tenant improvement work complies with law, lien
waivers for lienable work, copies of bills, invoices and other reasonable
documentation as may be required by Lender to substantiate the use of such
funds and establish that the Lease Termination Expenditures which are the
subject of such disbursement request represent completed or partially completed
capital work and improvements performed at all or any portion of the applicable
Lease Termination Space; and (v) there are sufficient funds available in the
Lease Termination Payment Reserve.
(2) Notwithstanding anything contained herein to the contrary, Lender shall disburse
to Borrower any portion of any Lease Termination Payment remaining on deposit
in the Lease Termination Payment Reserve promptly after (i) the related Lease
Termination Space has been fully leased pursuant to a lease approved by
Lender (if such approval is required hereunder) to an unrelated, third-party tenant
for a net effective rent which is at an arm’s length competitive market rate;
(ii) such tenant has taken possession of such Lease Termination Space and the
obligation to pay rent under the related lease shall have commenced: and
(Ni) such tenant shall have delivered an estoppel certificate confirming that it has
accepted such Lease Termination Space, that Borrower has completed any
construction obligations under the related lease and that the obligation to pay
rent thereunder has commenced; and (iv) Lender shall have been provided
evidence that such tenant’s actual payment of rental has commenced.
(3) Borrower shall be entitled to additionally request disbursement from the Lease
Termination Payment Reserve to perform capital improvements to the Property
which do not otherwise qualify for disbursement hereunder. Any such request for
disbursement for other capital improvements may be granted or withheld at
Lender’s sole discretion and, if granted, shall be conditioned upon such capital
improvements being approved by Lender if such approval is so required under
this Security Instrument. Provided that (i) Lender has consented to such
Security Instrument 42 shoppes at Armenia

disbursement, (ii) Lender has received written notice at least ten (10) days prior
to the due date of any payment relating to such capital improvement expenditure
or if Borrower makes timely payment therefor, not more than forty-five (45) days
after Borrower has made such payment; (iB) Borrower furnishes Lender with a
written disbursement request for the payment or reimbursement of such capital
expenditures; (iv) Borrower shall have theretofore furnished Lender with
satisfactory evidence of the progress and/or completion of any capital
improvement work, satisfactory evidence that any and all completed capital
improvement work complies with law, lien waivers for lienable work, copies of
bills, invoices and other reasonable documentation as may be required by
Lender to substantiate the use of such funds; and (v) there are sufficient funds
available in the Lease Termination Payment Reserve, Lender shall make such
disbursement to Borrower for payment of such capital improvement expenditures
or reimbursement of Borrower’s payment thereof, within ten (10) days after
receipt of the documentation required in connection therewith.
(4) Lender shall not be required to make advances from the Lease Termination
Payment Reserve more frequently than once in any thirty (30) day period. In
making any payment from the Lease Termination Payment Reserve, Lender shall
be entitled to rely on such request from Borrower without any inquiry into the
accuracy, validity or contestability of any such amount. Lender may (but without
any obligation to do so), at Borrower’s expense, make or cause to be made
during the term of this Security Instrument an inspection of the Property to verify
the scope, nature and quality of the work for which payment is being requested
from the Lease Termination Payment Reserve.
(d) The Lease Termination Payment Reserve shall not, unless otherwise explicitly required
by applicable law, be or be deemed to be escrow or trust funds, but, at Lender’s option
and in Lender’s discretion, may either be held in a separate account or be commingled by
Lender with the general funds of Lender. The Lease Termination Payment Reserve is
solely for the protection of Lender and entails no responsibility on Lender’s part beyond
the payment of the costs and expenses described in this Section in accordance with the
terms hereof and beyond allowing of due credit for the sums actually received. In the
event that the amounts on deposit or available in the Lease Termination Payment
Reserve are inadequate to pay the cost of any Lease Termination Expenditure, Borrower
shall pay the amount of such deficiency. Upon assignment of this Security Instrument by
Lender, any funds in the Lease Termination Payment Reserve shall be turned over to the
assignee and any responsibility of Lender, as assignor, with respect thereto shall
terminate. If there is a default under this Security Instrument which is not cured within
any applicable grace or cure period, Lender may, but shall not be obligated to, apply at
any time the balance then remaining in the Lease Termination Payment Reserve against
the Debt in whatever order Lender shall subjectively determine. No such application of
the Lease Termination Payment Reserve shall be deemed to cure any default hereunder.
(e) Notwithstanding anything seemingly to the contrary in this Section B-4, Borrower shall not
be entitled to terminate or agree to terminate any existing lease in consideration for a
Lease Termination Payment or otherwise without first obtaining Lender’s prior written
consent.
(f) In the event of a default hereunder or under any of the other Loan Documents, Lender in

(i) apply the funds in the Lease Termination Payment Reserve to pay down the
principal balance of the Loan subject to a pre-payment penalty equal to
“Required Yield Maintenance as defined in the Note, or
(N) continue to hold the Lease Termination Payment Reserve as additional security
for the Loan throughout the remaining loan term, with any interest accruing
thereon remaining in and becoming part of the Lease Termination Payment
Reserve.
B-5. Building-Out Reserve.
(a) As additional security for the Debt, Borrower shall establish and maintain at all times
while this Security Instrument continues in effect a reserve (together with interest
thereon, the “Building-Out Reserve”) with Lender regarding the renewal or replacement
of certain Leases. All such sums, together with any interest thereon, are hereinafter
collectively referred to as the “Building-Out Funds”. Simultaneous with the closing of
the transaction contemplated hereby, Borrower shall pay to Lender a deposit to the Build
Out Reserve in an amount equal to $87,022.00 (a break-out of the Building-Out Reserve
by Tenant is shown below, each such amount by Tenant, a “Tenant Build-Out Sub-
Account’). In addition and commencing with the first monthly payment due under the
Note and continuing thereafter on each monthly payment date under the Note, Borrower
shall pay to Lender, concurrently with and in addition to each monthly payment due under
the Note, a deposit to the Build-Out Reserve in a monthly amount equal to ZERO. The
Build-Out Reserve shall be held in an interest bearing account controlled by Lender’s
servicer. All interest earned on said funds shall become part of the Build-Out Reserve.
In order to qualify for the release of funds or a portion thereof from the Build-Out Reserve
for a particular Tenant, Borrower must provide evidence satisfactory to Lender that the
following conditions have been satisfied:
(1) Borrower shall have delivered to Lender an invoice from the Tenant for such
Tenant Build-Out Sub-Account showing the amount of the build-out
reimbursement and that said build-out reimbursement from Borrower is then due
and owing;
(2) no default under this Security Instrument or any of the other Loan Documents
shall have occurred and be continuing as of either the Disbursement Request
Date or the Disbursement Date.
(b) Lender shall, within ten (10) days after receipt of a written request by Borrower (the date
of any such request(s) by Borrower shall be referred to as the “Disbursement Reguest
Date”) and which request shall include evidence satisfactory to Lender of the satisfaction
of all of the requirements contained in this Section for any Tenant for whom a reserve
under this Section has been established, release to Borrower the funds in the applicable
Tenant Building-Out Sub-Account.
(c) In the event of a default hereunder or under any of the other Loan Documents, Lender in
(i) apply the funds in the Lease Holdback Reserve to pay down the principal
balance of the Loan subject to a pre-payment penalty equal to “Required Yield
Maintenance” as defined in the Note, or

(ii) continue to hold the Lease Holdback Reserve as additional security for the Loan
throughout the remaining loan term, with any interest accruing thereon remaining
in and becoming part of the Lease Holdback Reserve.
(c) Tenant Build-Out Sub-Accounts. The following shows the respective amounts of the
Build-out Reserve by Tenant:
Tenant Amount
Beauty Salon $21,600.00
China Garden $6,310.00
Dry Cleaners $0.00
H&R Block $0.00
Nuestra Tienda Wireless $6,612.00
Subway $0.00
Washington Mutual $52,500.00
Questamente $0.00
B-6. Dry-Cleaner Reserve.
(a) As additional security for the indebtedness secured hereby, Borrower shall establish and
maintain at all times while this Security Instrument continues in effect a reserve in the
original amount of $69,913.44 (the “Dry-Cleaner Reserve~) with Lender. All such sums,
together with any interest thereon, are hereinafter collectively referred to as the “,.fl~y
Cleaner Funds”. During the term hereof, Lender shall disburse to Borrower on the
eleventh (11°’) day of each month, an amount equal to $2,913.06 from the Dry-Cleaner
Reserve until such time as all Dry-Cleaner Funds have been disbursed. If agreed among
the parties, such disbursement may be made as a credit against the monthly payment
due under the Note on each such date.
(b) At such time as Borrower has provided evidence satisfactory to Lender that the following
conditions have been satisfied, the Dry-Cleaner Reserve shall be released to Borrower:
(I) a Tenant for the “dry-cleaner” space shall have entered into a Lease (such lease
shall be referred to as the “Dry-Cleaner Replacement Lease”) with a
replacement tenant (such replacement tenant, the “Dry-Cleaner Replacement
Tenant”), wherein full rent payments have commenced, and there are no
outstanding rent abatements, off-sets, rent concessions or free rent periods, and
such Dry-Cleaner Replacement Lease shall have a rental rate of at least $22.00
per net rentable square foot and additional rent for pro-rata CAM expenses and
which otherwise contains such terms as are reasonably satisfactory to Lender
with a Lease term of at least three (3) years;
(2) no defaults shall have occurred and be continuing under such Dry-Clean
Replacement Lease on either the Dry-Cleaner Disbursement Request Date (as

hereinafter defined) or the Dry-Cleaner Disbursement Date (as hereinafter
defined);
(3) Borrower shall provide to Lender an affidavit certifying the foregoing and provide
to Lender an original estoppel certificate executed by the Dry-Cleaner
Replacement Tenant stating the rent amount under the Dry-Cleaner
Replacement Lease and that such Dry-Cleaner Replacement Tenant is paying
such rent in full and that there are no outstanding rent abatements, off-sets, rent
concessions or free rent periods thereunder, and that there are no defaults under
such Dry-Cleaner Replacement Lease (nor does there exist any event or
conditions, which with the passage of time or the giving of notice, or both, could
result in such a default);
(c) Lender shall, within thirty (30) days after receipt of a written request by Borrower (the
date of any such request(s) by Borrower shall be referred to as the “Dry-Cleaner
Disbursement Request Date”) and which request shall include evidence satisfactory to
Lender of the satisfaction of all of the requirements contained in this Section, release to
Borrower the funds or a portion thereof in accordance with this Section.
(d) Generally. The Dry Cleaner Reserve shall not, unless otherwise explicitly required by
applicable law, be or be deemed to be escrow or trust funds, but at Lender’s option and in
Lende?s discretion, may either be held in a separate account or be commingled by Lender
with the general funds of Lender. Interest on the funds contained in the Dry Cleaner
Reserve shall be credited to Borrower as provided in Section 4.13 of this Security
Instrument Upon assignment of this Security Instrument by Lender, any funds in the Debt
Service Reserve shall be turned over to the assignee and any responsibility of Lender, as
assignor, with respect thereto shall terminate. In the event of a default hereunder or under
any of the other Loan Documents, Lender in its sole discretion may do one of the
following:
(i) apply the funds in the Dry Cleaner Reserve to pay down the principal balance of
the Loan subject to a pre-payment penalty equal to ‘Required Yield
Maintenance” as defined in the Note, or
(B) continue to hold the Dry Cleaner Reserve as additional security for the Loan
throughout the remaining loan term, with any interest accruing thereon remaining
in and becoming part of the Dry Cleaner Reserve.
B-?. Questamente Reserve.
(a) As additional security for the indebtedness secured hereby, Borrower shall establish and
maintain at all times while this Security Instrument continues in effect a reserve in the
original amount of $17,128.12 (the “Questamente Reserve”) with Lender. All such
sums, together with any interest thereon, are hereinafter collectively referred to as the
“Questamente Funds”. Until there are no more Questamente Funds, Lender shall
disburse to Borrower on the eleventh (11th) day of each month, an amount equal to the
following:
October II, 2006 $4,519.92
November 11, 2006 $7,136.72
December 11,2006 $5,471.48
Securilylnstrument 46 ShoppesatArmenla
from the Questamente Reserve until such time as all Questamente Funds have been
disbursed. If agreed among the parties, such disbursement may be made as a credit
against the monthly payment due under the Note on each such date. The Questamente
Reserve shall not, unless otherwise explicitly required by applicable law, be or be deemed
to be escrow or trust funds, but at Lender’s option and in Lender’s discretion, may either be
held in a separate account or be commingled by Lender with the general funds of Lender.
Interest on the funds contained in the Questamente Reserve shall be credited to
Borrower as provided in Section 4.13 of this Security Instrument. Upon assignment of
this Security Instrument by Lender, any funds in the Questamente Reserve shall be turned
over to the assignee and any responsibility of Lender, as assignor, with respect thereto
shall terminate. If there is an event of default under this Security Instrument which is not
cured within any applicable grace or cure period, Lender may, but shall not be obligated to,
apply at any time the balance then remaining in the Questamente Reserve against the
indebtedness secured hereby in whatever order Lender shall subjectively determine.
Security Instrument 47 shoppes at Armenia

EXHIBIT C
(Modifications To Security Instrument)
C-I. Construction of the Security Instrument. In the event of any conflict between and provisions
of this Exhibit C to this Security Instrument and any other part of this Security Instrument, the
terms and provisions of this Exhibit C to this Security Instrument shall govern and control.
C-i Borrower Specific Provisions. The following amendments are hereby made to this Security
Instrument:
C-2.1 Environmental Covenants. Borrower hereby covenants and agrees to sample material
which it reasonably suspects may be “asbestos-containing-material” (“SM”) (as defined
by the Environmental Protection Agencies “Green Book”) prior to commencing a repair,
renovation or demolition project at the Property that would disturb such potential ACM.
Any removal of identified ACM, including the preparation of specifications therefor, shall
be conducted by a licensed asbestos abatement contract and/or certified asbestos
consultant, all in accordance with all applicable Environmental Laws and regulations.
C-3. State Specific Provisions. Notwithstanding anything to the contrary elsewhere in this Security
Instrument, the following shall apply:
C-3.1 The following sentence is hereby added to the end of Section 1.24(a) of this Security
Instrument:
Any references in this Security Instrument, the Note or any of the other
Loan Documents to attorneys fees and expenses shall be deemed to
include without limitation both trial and appellate counsel fees and
expenses, if any.
0-3.2 The following paragraph is hereby added to this Security Instrument as Section 1.24(c)
hereof:
(c) Borrower hereby indemnifies and holds harmless the law firm of
Zacharisen & Associates, PC, and all of their attorneys,
including, but not limited to David K. Zacharisen, from any and all
loss, cost, expense, damage or claim. (including both trial and
appellate levels), arising under or in any way connected with
Section 697.10 of Florida Statutes or any similar law. Borrower
hereby verifies and confirms, to the best of its knowledge, all
factual information in this Security Instrument, including the
accuracy and correctness of the legal description set forth
herein. In the event any factual errors are found in this Security
Instrument or in the legal description, Borrower and Lender shall,
at Borrower’s sole cost and expense, promptly correct or cause
to be corrected subsequent to the date hereof any and all such
errors. Borrower shall promptly pay or cause to be paid all
damages, claims or any other costs whatsoever arising under or
in any way connected with any claim, whether or not valid,
arising under or in any way connected with Section 697.10 of the
Florida Statutes, or any similar law due to or caused by
inaccuracy or incorrectness of factual information or inaccuracy
or incorrectness of the legal description set forth herein.
Notwithstanding the foregoing, all rights of Borrower and Lender

are preserved against Borrower’s and Lender’s title insurers, the
surveyor, the engineer, if any, and the appraiser, if any, and,
after payment is made by Borrower, Borrower shall be
subrogated to such rights.
C3.3 The following Sections 4.15 through 4.17 are hereby added to this Security Instrument at
the end thereof:
4.15. JURISDICTION. BORROWER, TO THE FULL EXTENT

PERMITrED BY LAW, HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY, WITH AND UPON
THE ADVICE OF COMPETENT COUNSEL, (I) SUBMITS TO
PERSONAL JURISDICTION IN THE STATE OF FLORIDA
OVER ANY SUIT, ACTION OR PROCEEDING BY ANY
PERSON ARISING FROM OR RELATING TO THE NOTE,
THIS SECURITY INSTRUMENT OR ANY OF THE OTHER
SECURITY DOCUMENTS, (II) AGREES THAT ANY SUCH
ACTION, SUIT OR PROCEEDING MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION SITTING IN HILLSBOROUGH COUNTY,
FLORIDA, (III) SUBMITS TO THE JURISDICTION OF SUCH
COURTS, AND, (IV) TO THE FULLEST EXTENT PERMITTED
BY LAW, AGREES THAT IT WILL NOT BRING ANY ACTION,
SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT
NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER
TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY
OTHER FORUM). BORROWER FURTHER CONSENTS AND
AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL,
POSTAGE PREPAID, TO THE BORROWER AT THE
ADDRESS FOR NOTICES DESCRIBED IN SECTION 4.2
HEREOF, AND CONSENTS AND AGREES THAT SUCH
SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID
AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL
AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS
SERVED IN ANY OTHER MANNER PERMITFED BY LAW).
4.16. WAIVER OF JURY TRIAL. LENDER AND BORROWER, TO

THE FULL EXTENT PERMIrrED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH
AND UPON THE ADVICE OF COMPETENT COUNSEL,
WAIVE, RELINGISH AND FOREVER FORGO THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
THE DEBT OR ANY CONDUCT, ACT OR OMISSION OF
LENDER OR BORROWER, OR ANY OF THEIR DIRECTORS,
OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS
OR A17ORNEYS, OR ANY OTHER PERSONS AFFILIATED
WITH LENDER OR BORROWER, IN EACH OF THE
FOREGOING CASES, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE,
Security Instrument 49 Shoppes atArnienia

4.17. Secured Indebtedness; Future Advances.
(a) It is understood and agreed that this Security Instrument

shall secure payment of not only the indebtedness
evidenced by the Note but also any and all substitutions,
replacements, renewals and extensions of the Note, any
and all indebtedness and obligations arising pursuant to
the terms hereof and any and all indebtedness and
obligations arising pursuant to the terms of any of the
other Loan Documents, all which indebtedness is equally
secured with and has the same priority as any amounts
advanced as of the date hereof.
(b) This Security Instrument is given to secure not only the

existing indebtedness of THREE MILLION TWO
HUNDRED THOUSAND DOLLARS and NO CENTS
($3,200,000.00) of the Borrower to the Lender evidenced
by the Note secured hereby, but also such future
advances up to an additional THREE MILLION TWO
HUNDRED THOUSAND DOLLARS and NO CENTS
($3,200,000.00) as are made within twenty (20) years
from date hereof, plus interest thereon, and any
disbursements made by Lender for the payment of
taxes, with interest on such disbursements, which
advances shall be secured hereby to the same extent as
if such future advances were made on the same date as
of the funding of the proceeds of the Note. The total
amount of indebtedness secured hereby increases or
decreases from time to time. The provisions of this
Section shall not be construed to imply any obligation on
Lender to make any future advance, it being the
intention of the parties that any future advance shall be
solely at the discretion and option of Lender. Any
reference to the °Note” in this Security Instrument shall
be construed to reference any future advances made
pursuant to this Section.
Security Instrument 50 Shoppes atArnienia

EXHIBIT 0
(Bankruptcy Remote Provisions)

0-1. Covenants with Respect to Indebtedness: Operations and Fundamental Changes of
Borrower. Borrower represents, warrants and covenants as of the date hereof and until such
time as the Debt is paid in full, that Borrower
(a) does not own and will not own any asset (whether encumbered or not) other than (I) the
Property, and (N) incidental personal property necessary for the operation of the Property;
(b) is not engaged and will not engage in any business other than the ownership,
management and operation of the Property;
(c) will not enter into any contract or agreement with any general partner, principal, member
or affiliate of Borrower or any affiliate of any such general partner, principal, or member of
Borrower, except upon terms and conditions that are intrinsically fair and substantially
similar to those that would be available on an arms-length basis with third parties other
than an affiliate;
(d) has not incurred and will not incur any debt, secured or unsecured, direct or contingent
(including guaranteeing any obligation), other than (i) the Debt, and (H) trade payables or
accrued expenses incurred in the ordinary course of business of operating the Property;
no debt whatsoever may be secured (senior, subordinate or pan passu) by the Property;
(e) has not made and will not make any loans or advances to any third party (including any
general partner, principal, member or affiliate of Borrower, or any guarantor):
(f) is and will be solvent and pay its debts from its assets as the same shall become due;
(g) has done or caused to be done and will do all things necessary to preserve its existence
and corporate, limited liability company and partnership formalities (as applicable), and
will not, nor will any partner, limited or general, or member or shareholder thereof,
amend, modify or otherwise change its partnership certificate, partnership agreement,
certificate or articles of incorporation or organization, or by-laws or operating agreement
or regulations, in a manner which adversely affects Borrower’s, existence as a single-
purpose, single-asset “bankruptcy remote” entity;
(h) will conduct and operate its business as presently conducted and operated;
(i) will maintain books and records and bank accounts separate from those of its affiliates,
including its general partners, principals and members;
0) will be, and at all times will hold itself out to the public as, a legal entity separate and
distinct from any other entity (including any general partner, principal, member or
affiliate);
(k) will file its own tax returns;
(I) will maintain adequate capital for the normal obligations reasonably foreseeable in a
business of its size and character and in light of its contemplated business operations;
Security Instrument SI Shoppes at Armenia

(m) will not, nor will any shareholder, partner, member or affiliate, seek the dissolution or
winding up, in whole or in part, of Borrower;
(n) will not enter into any transaction of merger or consolidation, or acquire by purchase or
otherwise all or substantially all of the business or assets of, or any stock or beneficial
ownership of, any entity;
(o) will not commingle the funds and other assets of Borrower with those of any general
partner, principal, member or affiliate, or any other person;
(p) has and will maintain its assets in such a manner that it is not costly or difficult to
segregate, ascertain or identify its individual assets from those of any affiliate or any
other person;
(q) has, and any general partner or operating member of Borrower has, at all times since its
formation, observed all legal and customary formalities regarding its formation and will
continue to observe all legal and customary formalities;
(r) does not and will not hold itself out to be responsible for the debts or obligations of any
other person;
(a) upon the commencement of a voluntary or involuntary bankruptcy proceeding by or

against Borrower, Borrower shall not seek a supplemental stay or otherwise pursuant to
ii u.s.c. 105 or any other provision of the Act or any other debtor relief law (whether
statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or
hereafter in effect, which may be or become applicable, to stay, interdict, condition,
reduce or inhibit the ability of Lender to enforce any rights of Lender against any
guarantor or indemnitor of the secured obligations or any other party liable with respect
thereto by virtue of any indemnity, guaranty or otherwise.
D-2. Non-Consolidation Opinion and independent Directors. Intentionally Deleted.
D-3. Sale of the Property. In connection with any transfer of the Security Property and an
assumption of Loan by a buyer thereof (the “Buyer”):
(a) The Buyer and such constituent partners, members or shareholders of Buyer (as the
case may be), as Lender may require, shall be single-purpose, single-asset “bankruptcy
remote” entities, whose formation documents shall be approved by counsel to Lender;
and
(b) The Buyer, if required by Lender, shall furnish an opinion of counsel satisfactory to
Lender and its counsel that the Buyer’s formation documents provide for the matters
described in Section D-3(a) above.

D L51V11’ ~v~
INSTRIJMENT#: 2007465992, 0 BK 18222

PG 1-7 1013112007 at 10:46:24 AM, DEPUTY
CLERK: SLEWIS Pat frank, Clerk of the
Circuit Court 1-lilisborough County
Record and Return To:

Optimal Asset LLC
500 Professional Center Drive., #525
Novato, CA 94947
Loan: 19720060
WELLS FARGO-2005C5
Florida, Hilisborough
ASSIGNMENT OF MORTGAGE
Prepared by:
Wells Fargo Bank
1055 10th Avenue SE
Minneapolis, MN 55414
800 645-0683
Assignor: Column Financial, Jnc

Eleven Madison Avenue
9th Floor
New York, New York 10010
Assignee: Wells Fargo Bank, NA as Trustee

1055 10th Avenue SE
ASSIGNMENT OF MORTGAGE
THIS ASSIGNMENT OF MORTGAGE (this “Assignment’) is made and entered into as of September 12,
2006, by and between COLUMN FINANCIAL, INC., a Delaware corporation, with its place of business at
Eleven Madjsorj Avenuç, 9~ Floor, New York, New York 10010 (“Assignor”) and
see Attached txiubit U a ______________ with its place of
______________
business at ______________________________________________________ ____________________
W IT N ESS ET H:
That for good and valuable consideration, Assignor does hereby assign, sell, convey, set over and deliver
to Assignee all of Assignor’s right, title, and interest in and to:
a certain Mortgage, Security Agreement and Assignment of Leases and Rents (the “Mortgage”) in
the original principal amount of $3,200,000.00 made by M B PLAZA, LLC, a Florida limited liability
company (Borrower,” as the “mortgagor’ therein) to Assignor (as the “mortgagee” therein) dated of
even date herewith, and recorded in the Land Records of Hillsborough County, State of Florida
under BookItA”~q_, Page OtocSt -flo). àa¾ech M361t4.
and together with all of Assignor’s right, title, and interest in and to the real property located at 2507 West
Hillsborough Avenue, Tampa, County of Hillsborough, State of Florida, as more particularly described in
Exhibit A hereto, which Mortgage secures the indebtedness evidenced by that certain Promissory Note (the
“N2t2’). dated of even date herewith, made by Borrower, as maker, to Assignor, as payee, in the original
principal amount of $3,200,000.00, which Note has been assigned by Assignor to Assignee by allonge
attached thereto.
Assignment of Security Instrument 2 Shoppes at Armenia

IN WITNESS WHEREOF, this Assignment has been duly executed as of the day and year first above
written.
Assignor
Witnesses: COLUMN FINANCIAL, INC., a Delaware corporation
w~,tz~ q0~
~
(èLAott44s i~(,ti (&U171n By: nw,°I

ame:
hCa4-t PO~lIat.. /Ue: ~ P’~s~Lk
Assignment of Security Instrument 3

ACKNOWLEDGEMENTS
STATE OF NEW YORK

)SS
COUNTYOFNEWYORK )
THE FOREGOING INSTRUMENT was acknowledged before me this 12th day of September. 2006, by
Susana lannicelli, as Vice President of COLUMN FINANCIAL, INC., a Delaware corporation, on behalf of
said corporation. He/she XXX, is personally known to me or I_I has produced
appropriate blank; and, if obtaining identification, fill in appropriate identification number.]
Notary Public
[NOTARIAL SEAL & STAMPJ

Serial No:
DAVID K. ZACHARISEN
NOTARY PUBLIC, STATE OF NEW YORK
NO. 02ZA6011991
QUALIFIED IN NEW YORK COUNTY
CERTIFICATE FILED IN NEW YORK COUNTY
COMMISSION EXPIRES AUG. 17, 2O(.O

)
EXHIBIT A
PARCEL 1:
ALL OF LOTS 1 -4 OF BLOCK 1 OF BOUR-LANDS SUBDIVISION
AS RECORDED IN PLAT BOOK 14, PAGE 27 AND BEING IN
SECTION 34 TOWNSHIP 28 SOUTH, RANGE 18 EAST,
HILLSBOROUGH COUNTY, FLORIDA; LESS AND EXCEPT RIGHT-
OF-WAY ESTABLISHED BY ORDER OF TAKING RECORDED IN
OFFICIAL RECORD BOOK 3075, PAGE 1964 AND JUDGMENT
RECORDED N OFFICIAL RECORDS BOOK 3150, PAGE 1068,
PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA; AND
LESS AND EXCEPT ADDITIONAL RIGHT-OF-WAY DESCRIBED
AS FOLLOWS:
COMMENCE AT THE NORTHWEST CORNER OF BLOCK 1 OF

SAD BOUR-LANrDS SUBDIVISION (BE1NG A 13mm iRON ROD)
THENCE S.QO°12’44~ W., ALONG THE WEST BOUNDARY OF SAID
BLOCK 1, A DISTANCE OF 66.178 METERS (217.12 FEET) TO THE
NORTH RIGHT-OF-WAY LINE OF STATE ROAD 600 (W.
HILLSBOROUGH AVENUE) (PER SECTiON l015-95A); THENCE
S.89°40’4rE., ALONG SAID NORTH RIGHT-OF-WAY LINE, A
DISTANCE OF 83.820 METERS (275.00 FEET) TO THE WEST
BOUNDARY OF SAID LOTS 1 -4 OF BLOCK I AND THE POINT
OF BEGINNING; THENCE N.00°16’15”E ALONG SAID WEST
BOUNDARY, A DISTANCE OF 20.602 METERS (67.59 FEET);
THENCE S.89°38’49”fl., A DISTANCE OF 20.941 METERS (68.70
FEEfl; THENCE N 68°27’56”E, A. DISTANCE OF 7.335 METERS
(24.06 FEET) THENCE N.40°19’24”E., A DISTANCE OF 5398
METERS (19.68 FEET) TO THE NORTH BOUNDAjtY OF SAID LOT
4; THENCE 5.8995’ 55”E., ALONG SAID NORTH BOUNDARY, A
DISTANCE OF 1.322 METERS (4,34 FEEl) TO THE WESTERLY
RIGHT-OF-WAY LINE OF NORTH ARMENIA AVBMJE AS
ESTABLISHED BY ORDER OF TAKING RECORDED IN OFFICIAL
RECORD BOOK 3075, PAGE 1964 AND JUDGMENT RECORDED
IN OFFICIAL RECORD BOOK 3150, PAGE 1068, PUBLIC RECORDS
OF HILLSBOROTJCJH COUNTY, FLORIDA; THENCE ALONG SAID
WESTERLY RIGHT-OF-WAY LINE, THE FOLLOWING TWO (2)
COURSES: 1.) S.O0°17’57”w., A DISTANCE OF 20.097 METERS
(65.93 FEEfl; 2.) THENCE S.45°41’55”W., A DISTANCE OF
11.129 METERS (36.51 FEET) TO SAID NORTH RIGHT-OF-WAY
LINE OF STATE ROAD 600 (W. HILLSBOROUGH AVENUE);
THENCE N. 89°40’43”w., ALONG SAil) NORTH RIGHT-OF-WAY
LINE, A DISTANCE OF 24394 METERS (82.00 FEEl) TO THE
POINT OF BEGINNING.
PARCEL 2:
LOTS 5,6,7,8 AND 9, BLOCK 1 BOUR-LANDS SUBDIVISION,
ACCORDING TO THE MAP OR FLAT THEREOF AS RECORDED IN
COUNTY, FLORIDA.
PARCEL 3:
LOTS 10,11, I2AND 13ANDLOTS3OAND31,BLOCKI,BOUR-LANDS
SUBDIVISION, ACCORDING TO THE MAP OR PLAT THEREOF AS
RECORDED IN FLAT BOOK 14, PAGE 27, OF THE PUBLIC RECORDS
OF HILLSBOROUGH COUNTY, FLORIDA, LESS STATE ROAD
RIGHT-OF-WAY AND LESS THAT PART OF LOTS 30
AND 31 FOR ROAD RIGHT-OF-WAY MORE PARTICULARLY
DESCRIBED IN OFFICIAL RECORDS BOOK 9102, PAGE 244,
SAID PUBLIC RECORDS.
PARCEL 4:
LOTS 14,15 AND 16, BLOCK I, BOUR-LANDS SUBDIVISION,
ACCORDING TO THE MAP OR PLAT THEREOF, RECORDED IN
COUNTY, FLORIDA.
PARCELS;
LOTS 26, 27,28 AND 29, AND THE EAST 20 FEET OF LOT 25,
BLOCK 1, BOUR-LANDS SUBDIVISION, ACCORDING TO THE
PLAT THEREOF AS RECORDED IN PEAT BOOK 14, PAGE 27, OF
THE PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA,
LESS AND EXCEPT THE LEGAL DESCRIPTIONS LISTED IN

ORDER OF TAKING RECORDED IN O.R. BOOK 9123, PAGE
515; O.R. BOOK 9123, PAGE 521, AND OR. BOOK 9123, PAGE
527, PUBLIC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA.
PARCEL.6:
LOT 28,29,30 AND 31 BLOCK 2, BOUR-LANDS SUBDIVISION,
COUNTY, FLORIDA. LESS THE SOUTh 5 FEET THEREOF AND
LESS RIGHT-OF-WAY FOR MOHAWK AVENUE.
Assignment of Security Instrument 6 Shoppas atArnenia

Exhibit B
Assignee Name and Address
LoaN number: 1972006C5

Property: Shoppes at Armenia
Assignee Name: Wells Fargo Bank, N.A., as trustee for the

registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series
2006-CS
Assignee Address: Wells Fargo Bank, N.A.

CMBS Department
1055 10”’ Avenue SE
)
INSTRUMENT#: 2010040931, 0 BK 19703

PG 1077-1082 0210412010 at 03:46:22 PM,
DEPUTY CLERK: BLOGGANS Pat Frank, (Jerk
of the Circuit Court Hiusborough County
After recording return to:
Javier A. Granda, Esquire

I3ilzin Sumberg Baena Price & Axelrod LIP
200 S. Biscayne Boulevard, Suite 2500
Miami, Florida 33 131-5340
ASSIGNMENT OF MORTGAGE, SECURITY AGREEMENT AND ASSIGNMENT OF

LEASES AND RENTS AND OTHER LOAN DOCUMENTS
FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby
acknowledged, WELLS FARGO BAN*ç N.A., A NATIONAL BANKING ASSOCIATION,
AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST
BOSTON MORTGAGE SECURITIES CORP., COMMERCLAL MORTGAGE PASS-
THROUGH. CERTIFICATES, SERIES 2006-C5 (“Assignor”), having a mailing address of
do LNR Partners, Inc., 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139, does
hereby grant, bargain, sell, assign, deliver, convey, transfer and set over unto CSMC 2006-CS
ARMENIA RETAIL, LLC, a florida limited liability company (“Assignee”), having a
mailing address of do LNR Partners, Inc., 1601 Washington Avenue, Suite 700, Miami Beach,
Florida 33139, all of the Assignor’s right, title and interest in and to the mortgage described
below, as such instrument may from time to time have been amended, assumed, Consolidated,
modified and/or assigned, and all other loan documents executed in connection therewith, as
each such document may have been amended, assumed, consolidated, modified and/or assigned
(the “Other Loan Documents”):
That certain Mortgage, Security Agreement and Assigmnent of Leases and Rents made as
of September 12, 2006 (“Mortgage”), by M B Plaza, LLC, a Florida limited liability company
(“Borrower”), in favor of Column Financial, Inc., a Delaware Corporation (“Original Lender”),
recorded September 25, 2006, in Official Records Book 16979, Page 651, in the Public Records
of Hillsborough County, Florida (the “Records”). The Mortgage was assigned by Original
Lender to Wells Fargo Banlc, N.A., as Trustee for the registered holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
2006-C5, pursuant to that certain Assignment of Mortgage, made as of September 12, 2006,
recorded October 3 1, 2007, in Official Records Book 18222, Page 1, in the Records.
TOGETHER WITH all rights accrued or to accrue under the Mortgage and Other Loan
Documents, any and all promissory note(s) and the obligations described therein, the debt and
PLAINTIFF’S
BIT
7)
claims secured thereby, and all sums of money due and to become due thereon, with interest as
provided for therein.
TO HAVE AND TO HOLD the same unto the Assignee and to the successors and
assigns of the Assignee forever.
THIS ASSIGNMENT IS MADE WITHOUT RECOURSE AND WITHOUT

REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR BY OPERATION OF
LAW, OF ANY KIND AND NATURE WHATSOEVER.
The Mortgage assigned hereby encumbers the real property legally described on Exhibit
A attached hereto and incorporated herein by this reference.
IN WITNESS WHEREOF, this Assignment has been duly executed on behalf of

Assignor as of the ~j4day of February, 2010.
fEND OF TEXT SIGNATURE AND A CKNO WLEDGMENT PA GES FOLLOW7

-
I
ASSIGNOR:
WELLS FARGO BANK N.A., A NATIONAL

BANKING ASSOCIATION, AS TRUSTEE FOR
THE REGISTERED HOLDERS OF CREDIT
SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., COMMERCIAL
MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2006-Cs
By: LNR Partners, mc., a Florida corporation, its

Attorney-in-Fact under Limited Power of
Attorney dated as of April 9, 2007
Signed, sealed and delivered
in the presence of:
~ By: R~do1ph J. Wolpert, Vice President

Print Name: JI~4,q- O- (Aid J’n-~j
Print ftame: 7)~ ~n&a ,C(gr~j~.p

D D
STATE OF FLORIDA )
) SS:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this ~‘ ..day of February,
2010, by Randolph J. Wolpert, Vice President of LNR Partners, Inc., a Florida corporation, on
behalf of the said corporation, as Attorney-in-Fact on behalf of WELLS FARGO BANK, N.A.,
A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
HOLDERS OF CREDIT SUISSE FIRST BOSTON IN’IORTGAGE SECURITIES CORP.,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C5.
Said individual is personally known to me or has produced a driver’s license as identification.
Y~YY~’~a1 ~~uT~LIe•sl’At~ nle aIRWA (1t,~ai_}

i~4~% Commission bD~s~s3 t%otary Public, State of F1ori~a
Expires: JULY 23 2013 Print Name: CMIDAD E. LA~E
~ My Commission Expires: ~ 1:3
— — lu
[AFFIX NOTARY STAMP ABOVE]

D
EXHIBIT A
LEGAL DESCRIPTION
PARCEL 1:
ALT. OF L’On 1-4 OF BLOCK] OF BOtJIt.J.sI4DS SUEDIV SIGN
AS RECORDED IN PEAT BOOK 14, PAGE 27 AND BEING IN.
SECTION 34 TOWNSfljp 28 SOUTH, RANGE 18 EAST,
WLLSEOR0UGH COUNTY, FLOR.JDk LESS AND EXCEPT RIGHT-
OF-WAY ESTABLISHED BY ORD~ op TAKiNG RECORDED TN
orncr~&~ REcopo nOO~C.3O75~ PAGE 1964 AND 3UDGM~rp’
•
• •
RECORDED
PUthJC IN OFFICIAL
RECORDS RECORDS BOoK
pp HILLSBOROUOH 3150, PAGE
COUNTY, ~ 068, AND
FLORIDA;
LESS AN]) EXCEn ADDITIONAL RIGHT~OFI.WAY.DESC)aI3ED
• . AS FOLLOWS: .1
• COMM~NCE AT WE NORTHWES-j COR)JER OF BLOCK OF.

SAID DOUR-LANDS SUBDIVISION (BEING A I3rmi, mow ROD).
THENCE S.00°1z’44” W., ALONE THE WEST BOij~g~4aj~y 0? SAil)
BLOCK lrADISTANcEOF66ll8vt~s(2l7I2p~1,
• NoRm RIGHT4)P.WAY UNE op STATE ROAiy600 (w.
HtLLSI3OROUGH AvENuE) (PER. snajo~~~ 101 5-~96A); THENCE
S.89°40’43 “B., ALONG SAID NORTH RIGHT-OF~WAY LINE, A.
DISThjj~ OP ?3.820 METERS (275.00 FEEl) TO THE WEST
BOUNn,’J~y OF SAil) LOTS 1-4 OF SLOCK 1 AND THE POINT
OF BEGINNING. THENCE N.0O°16’JSHE. ALONG SAID WEST
• BOUNDARy, A DISTANCE OF 20.602 METERS (67.59 FEEl);
THENCE S.ggD33~49nE A DISTANCE OF 20.941 METhR~ (68.70
FEET); THENCE N 68a27t56Kg A DISTANCE Op 7.335 ZaJERS
(24.06 FEET) TflENCB N.4099’24.B A D]STANCB ox~ Ss~s
METhRS(1~I68 FEB73 TO THE NOWfli BOUNDARY OF SAID LOT:
4; THENCE S.89°35’ 55”E., ALONG SAID NORTH BOUNDARY, A
DISTANCE OP 1.322 METERg ‘(4.34 PEEp To THE WEST~RLy,
Iucwr~Op..WAy LINE Op NORTH ARMENIA AVENUE AS
ESTABLISHED BY ORDER OF TAKiNC) RECORDED IN OPflCLa4L
RECORD BOOK 3075, PAGE 1964 AND JUDGMEr.n’ RECCIRDEI)
IN OFFICIAL RECORD BOOK 3150, PAGE 1068, PUBLIC RECORDS
OF NILLSBOItOUGR COUNTY, FLORIDA; THENCE ALONG SAID
• wrsj~j,y RIGHT.OF.WAY LINE, THE FOLLOWING TWO (2)’
COURSES; I..) S.oQaj7~57nw: A DISTANCE OF 20.097 METERS’
(65.93 PERu); 2.) THENCE 5~45°4j’55~w A DIStANCE OF
11.129 METBP5 (36.51 FEET) TO SAiD NORTH RIGHT~op..wAy
• LINE OF STATE ROAD 600 (W. RILLSB0ROUGH AVENUE);
THENCE N. 89°40’43’w,,, ALONe SAID NOkTH R!GITr~op..wAy
• ‘LINE, A DISTANCE 0? 24.994 METERJL~ (82.00 FEEl) TO THE
PQIaQy BEGINNING
)
?ARCEXJ2:
LOTs 5,6~7,g AND 9, BLOCK I flOUR-L.qjqrj~ SUBDIVISION,
ACCOImING TO THE MAP OR PUT THEREOF AS RECORI>ED fl4’
PLAn’ BOOK 14, PAGE 27, PUBLIC RECORDS OF HILLSBOROUGH.
COUNTY, FWRmt -
PARCEL Is -‘
LOTS 10, ii; 12 AND 13 AND LOTS 30 AND 3j, BLOCK 1, BOR-UNDS
SUBDIvIsJQ~N, ACCORDINU TO TEE MAY OR PLAT ThEREOF AS
RECdRLED 114 PLAT BOOK 14, PA9E 27,01? tim Purnic RECORDS-
OF rnLLSBOROU-GH COUNTy~, FLORIDA, LHss StATE ROAD
RIGRTOP. WAY AND LESS THaT PART OF LOTS 3D
AND 31 FOR ROAD RIOHT.OF..WAY MORE PAR’flcuL~&jn~J~y
• DEScamso in oppicra RECoRDS BooK 9102, P4GB 244;-
• SAID PVBLJC RECORDS. *
—. .-- •- •-
PARCa4: *
LOTS 14,15 AND 16, BLOCx I, BOUR-LAJ1DS SUBDI’VTSZON

ACCORp~~gC TO TEE MAP oa PLAT THEREOP, RECOin~ IN
PLkT BOoK 14, PAGE 2Z PUBLIC RECOflfl~ O; HILLSBOROUGH
couNTy, FLORIDA. - -.
• •
LOTS 26,27,28 AND 29, AND THE EAST 20 FEET OP LOT 25,
BLOczIC 1, DOtlR-LaNrjg SUJ3]3lvIsIow Acco~~~q~ TO THE
• flAT THERSOF AS RECORDED TN PLAT flOox 14~ PAGW 27,0?
THE PuBlic RECORfl~ OP HILLSEOR0Uc~ COUNTY, floRu,&
LESS flOAt) RICRT~OFWAY * •
LESS AND WCCEfl THE LEGAL DE~CRWTIONi LISTED IN

ORDa OP TAlc1240 RECoIm~ IN OR. BOOK 9123, PACE
515; 0.11. BOOK-9123, PAGE 521, AND O.R~ BOQ]cgi~ PAGE
• 527, PUBLIc RECOIniS O1~ ?ILLSBOROUGH COUNTY, FLOPJDA.
• PSRCEL.6: •
• L0T28, 29, 30 AND 31 BLOCK 2, ≤OUR-L4ND8 SUBDIVIsION ‘••
• ACCORDNo ‘ro WE z’.w’ o~. PLAT THEREOF AS RECOR])j~jy~J

• ?LAfl~ç~~ 14, PAGEr, PUBLtc RECORDS OF mUSBOROUGH
• COLThfly FLORIDA -LESS ma SOUTh~ FEET THEREOF AND,
LESS R]GHTWoJLWAy FOR MOHAWK A’QENUE. --
981684
)
ASSIGNMENT OF LOAN DOCUMENTS

(MB Plaza, LLC; Loan No. M0100327964)
CSMC 2006-CS ARMENIA RETAIL, LLC, a Florida limited liability company

(“Assignor”), whose address is do LNR Partners, LLC, 1601 Washington Avenue, Suite 700,
Miami Beach, Florida 33139, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, hereby assigns, transfers, sets over and conveys to SQUARE
MILE/RAM ACQUISITION LLC, a Delaware limited liability company (“Assignee”), whose
address is c/c Square Mile Capital Management, LLC, 450 Park Avenue, New York, New York
10022 and c/c Raw Realty Services, 4801 PGA Boulevard, Palm Beach Gardens, Florida 33418,
Alt: David A. Dean, all Assignor’s right, title and interest in and to the loan documents
described on Schedule A attached hereto, as the same may have been assigned, amended,
supplemented, restated or modified.
TO HAVE AND TO HOLD the same unto Assignee and its successors and assigns
forever.
This Assigument is made without recourse or representation or warranty, express,

The foregoing paragraph shall not impair Assignor’s representations and warranties
pursuant to Section 5.2 of the Agreement for Sale and Purchase of Loan dated June 30, 2010
between the Assignor and Assignee.
[THE REMAINDER OF THIS PAGE WAS LEY~ BLANK INTENTIONALLY].
MIAMI 2221349.3 7249633463

)
IN WITNESS WhEREOF, Assignor has duly executed this Assignment as of

U .2010.
CSMC 2006-C5 ARMENIA RETAIL, LLC, a

By: LNR Partners, LLC, a Florida limited

liability company, successor by statutory
conversion to LNR Partners, Inc., a Florida
corPoratoy, its manager
Signature: By:________________________
/711
.-
Print Name: Name: g~~jh OLP (4 ~ L~J OLPEZI

Signature: ~ c~ ~ z
Print Name: cfl—ct c”c. j3 ecziç.z
STATE OF FLORIDA )
) SS.:
The foregoing instrument was acknowledged before me this 2o~ c~y of 3U (A
2010, by Ra.ndoLpk S. UoLper4. as Vice President of LNR Partners, LLC, a Florida
limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida
corporation, on behalf of said company as the manager of CSMC 2006-CS Armenia Retail, LLC,
a Florida limited liability company. He is tZ personally known to me or has produced a
____
Florida driver’s license as identification.
My Commission Expires: k.
• PriritName: KAEEt’J A.S~n9Rs≤g,
[NOTARIAL SEAL] NOTARY SEAL:___________________
Serial No., if any:__________________________
p.
E KAREN A. BROMPIEU)
Comni# 000697853•
: %flt Expires 6/W2013

Piojida Nv*aiyAan, Inc ~
MIAMi 2221349.3 7249633463 2

SCHEDULE A
i: Promissory Note dated September 12, 2006, made by M B Plaza, IJLC, a Florida limited
liability company (“Borrower”), to Column Financial, be,, a Delaware corporation
(“Original Lender”) in the original principal amount of $3,200,000.00.
2. Mortgage, Security Agreement and Assignment of Leases and Rents dated as of

September 12, 2006, from Borrower to Original Lender, recorded as Instrument No.
2006459620, in Official Records Book 16979, Page 651, of the Public Records of
Hilisborough County, Florida (the “Records”).
3. UCC Financing Statement reflecting Borrower, as debtor, and Original Lender, as

secured party, recorded as Instrument No.2006459619, in Official Records Book 16979,
Page 643, in the Records.
4. UCC Financing Statement reflecting Borrower, as debtor, and. Original Lender, as

secured party, filed with the Florida Secretary of State under File No.200603783560.
5. Indemnity and Guaranty Agreement dated as of September 12, 2006, executed by Jaacov
B. Bouskila and Moshe Mazine (collectively, “Guarantor”) in favor of Original Lender.
6. Environmental Indemnity Agreement dated as of September 12, 2006, executed by

Borrower and Guarantor in favor of Original Lender.
MIAMI 2221349.3 7249633463

D
(Space above isfor Recorder ~s use)
Recorded By:
And When Recorded Mail To:
ASSIGNMENT OF SECURITY INSTRUMENT
CSMC 2006-C5 Armenia Retail, LLC, a Florida limited liability company (“Assignor”),
whose address is c/c LNR Partners, LLC, 1601 Washington Avenue, Suite 700, Miami Beach,
Florida 33139, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby assigns, transfers, sets over and conveys to SQUARE MILEIRAM
ACQUISITION LLC, a Delaware limited liability company (“Assignee”), whose address is do
Square Mile Capital Management, LLC, 450 Park Avenue, New York, New York 10022 and 0/0
Ram Realty Services, 4801 PGA Boulevard, Palm Beach Gardens, Florida 33418, Ann: David
A. Dean, all Assignor’s right, title and interest in and to the Mortgage, Security Agreement and
Assignment of Leases and Rents (the “Security Instrument”) dated as of September 12, 2006,
made by. M B Plaza, LLC, a Florida limited liability company, in favor of Column Financial,
Inc., a Delaware corporation (“Original Lender”), recorded as Instrument No. 2006459620, in
Official Records Book 16979, Page 651, of the Public Records of Hilisborough County, Florida
(“the “Records”), as assigned by Original Lender to Wells Fargo Bank, NA., as Trustee for the
MIAMI 2221349.3 7249633463

Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Conunercial
Mortgage Pass-Through Certificates, Series 22006-CS (“Trust’), by Assignment of Mortgage
dated as of September 12, 2006, recorded as Instrument No. 2007465992, in Official Records
Book 18222, Page 1, of the Records, as further assigned by the Trust to Assignor by Assignment
Of Mortgage, Security Agreement And Assignment Of Leases And Rents And Other Loan
Documents dated as of February 3, 2010, recorded as Instrument No. 2010040937, in Official
Records Book 19703, Page 1077, of the Records.
The Security Instrument relates to the real property described in Schedule A attached
hereto.
forever.
This Assignment is made without recourse or representation or warranty, express,

The foregoing paragraph shall not impair Assignor’s representations and warranties
pursuant to Section 5.2 of the Agreement for Sale and Purchase of Loan dated June 30, 2010
between the Assignor and Assignee.
[TUE REMAINDER or THIS PAGE WAS LEFT BLANK INTENTJONALLYI
MIAMI 2221349.3 7249633463 2

n )
IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of
CSMC 2006-C5 ARMENIA RETAIL, LLC, a


liability company, successor by statutory
its manager
Signature:______________________
Print Name:__________________ Name:
Signature:. ‘~s
Print Name: 1~ ~ra4%z
STATE OF FLORIDA )
)SS.:
The foregoing instrument was aóknowledged before me this 261L day of Zfu ct~i
2010, by Rar~doIph S. Uc (pen- as Vice President of LNR Partners, LLC, a Florida
limited liability company, successor by statutory. conversion to LNR Partners, Inc., a Florida
corporation, on behalf of said company as the manager of CSMC 2006-C5 ARMENIA RETAIL,
LLC, a Florida limited liability company. He is V” personally known to me or has ____
produced a Florida driver’s license as identification.
My Commission Expires: 4Kojc_ A.. ~

PrihtName: kAeEtJ A• 3a6ThF~E~
[NOTARIAL SEAL] NOTARY SEAL:___________________
Serial No., if any:_____________________
KA$N ~t BROMFIELD
~ gØlI% Coinm# DCC 897353
(ØA Expires 6/6)2013

Fiorida Nc4aiyftsa,.. Inc
b~ISbbii.ñIi~ehflhi~bjii.hnkiiii.i.iiâs.4..D
MIAMI 2221349,3 7249633463 3

‘3
SCEEDULE A
LEGAL DESCRIPTION
PARCELIt
ALL OP LOTS 1-4 OP BLOCK I OP SOUR-LANDS SUEDIVZSxoN~.
AS RECOIU?ED SN PZ.AT BOO~C 14, PAGE 27 MØ BEING iN.
• SECTION 34 TqwNsmp 28 SOUT%~ MNGB 18 BAST, H
• HILLSEOROUGfl COUNTY, FLOZUDM LESS AND EXCEPT RIGflT~.
OFWAY ESTASLISHEt) lit ORDfl OP TAZING RECORDED IN
• OFFICIAL RECORD DOOk.3o73, PAGE 1964 AND SVDGMBNT’,
RECORDED IN oxvricya RECORDS BPOK 3150, MOE I 06%.
PVBUC RzCORD~ *P mLLSSOROUON COtfl9rY, oRiDA~ 4ND~
LESS XJ~b EX4DEPT ADD?flONfl RIGHTbOP..WAY. DESCRIBED
• . ASFOLLOW~; .‘ . ‘ ‘ • 1
I . I’
• CQMfl~NcB AT THE NORTRWRWt cou≥qa OP BLocK op.
SAiD BOUk-Wq~g S ThW1810N(BEINQ A 13mm IRON ROD).
Thm4cE SS0°iz’44’~ W., ALONG ThE WEST BOWDARY OP SA3E~
BLOCK 1,.A D1STh≥~oB OP 66.17~7~4BTERg (217~l2 P~1) TOt~B.
NORTH flONT-OP-WAY tEO~~ STATE ROAIY 600 CW.
BLLSBOROUGHAV~RSE~ON 1015-96A); ThENCE
&89MO’43~E~, ‘AL NO SAID NORTH lUGJfp.O$.WAy LINE. £
DISTANCE OF L820.METERS CZ7~00 PEE!) TO7flEWES~T -
BOU~j~y OP SAID LOCTS 1-4 or ~LOCZ I AND THE POMr

or’ aEon~Niwo~ THENCE N.Oo°z5’zfl, ALONG SAID WEST
BOUNDAIp!, A DISTANC? 0? 20.602 METERS (6739 FEBfl
~ENCE S.8P038?49PE~, A DXSTM’~1Cg OP 2O~941 METhRS 08.70
EEEl~; THENcE N:68°27’~6% .kDXSTANCE 0? 7335 ?sWJ’ER$
(2406.PEET) 7NE14cE N.40°i 9’24MB., A DiSTANCE OP ~.998.
• .M~T~SØ ~.68 EB~SI) TO THE NORTH EObNDARY ‘OP SAID. LOT
4; ThENCE S.89~35’ 55”&, ALONG SAID NO~tTR ~0V7WARY, A
bISTANCB OP 1322 MB’Ifls ‘(4,34 tEE!) TO THE WES~RLy~
•,ncmT.Olt,WAY LflqE Or’ NORTH AJU4ENI& AVENT~ AS
ESTASLISflED BY ORDIZXL OP TAKING RBCORDED IN QX~PXC1AL
‘ao2u) BOOK 3075k PAGE 1964 AND SUDG~1ENT RBC6RDED
IN OFP!c]AL RECORD BOOK 315o~ PAGE 1068, ~tat RECoRDS
OP ~iILLSflOaolJcrn CQUNTY, )WkmA; T*TENCE ALONG SAID
WESThRIY luom—op-WAY LINE, THE POLLOWTh~o VWO ~2)
., COURSES: 1.) S.OQDI 7~7”w:, A DISTM4C~ OP 20.097 ?c~ETERs
- (65.93 FEEfl 2) THENCE S .45*41~55wv/,~ A DISTANCE 0$
1I.~29 !BTh~ (36.51 PB~ TO SAZDNORW RIGHtOP-wAy
LINE OiZ STATh ROb]) 600 (W. RILLSBcaoucrn A’VBNTJEy
THENCE N. 89°4O’43ny~ ALONG SAtE NCIRLrIt RIGWV-OP-WAY
‘LINE, AZ5S7A3~cE OP 24.994 METERS (82.00 PEEl) TO TEE
BEGiNNING F
MIAMI 2221349.3 7249633463

)
PARCEL 2:
LOTS 5,~ 6,7,8 A2’ID 9, ELOCIC I BD~-LA2W3 surnnvzsroN~
ACCORDING TO WE MAP OR PtMr ThEREOF AS RECORDED m
PLAT 1300K 14~ PAGE 27, PUBZ≥C CORDS OZ~ RU.LSBOROIJGU,
CO~Nfl, FLORIDA. ,
PARCELS: , ‘
‘tom w~ 11~j2 AND IS A14~ LOTS 30 ANT) 3h BLO~K 1, D9Va-L~.NDs

SUDPXVISXON, ACCORDING TO WE MAP OR NAT ThE1~EOP AS
RECOIWED I& NSA.T BOOK 14, PA~B 27, OP ThE PUDLXC ]~ECORDS
OF XflLLSB0RbUbR COVNTY~, flORIDA, ,LEsS STATE ROAD
AND ai EOR ROAD RIGBT-OF-WAY MOItZ PAktCULAfly I
• DESCRIBED N oppxcja RJ!CORDS BOoK 9102, P468244;’

-
• I I ., •, I V I
i.~i~ti4 4; ‘ . . .
LOTS 14,13 A≥43) 16, flOCK 1~ BOZIR-LANDS SUBDTVI~EON,

ACCORZNNG TO ThE M41 OR: PLAT ThEREO~’, RECORDED )N
FLAt BOOK 14, PACE 27; ?UEUC RECORDS OP HtLtSBOROUcrn
DOUNfl,PSflRØA. 1 , ~ ~1~
PARCELS:, ,‘ .. •
LOTS 26,2728 AN)) 29~ AND THE MST 20 EBET OP LOT Z51
BLOCJç1, BOIJR-LM4DS SUBDIVISION, ACCORZR4G TO THE’
• PLAT THEREOF AS 2iEQORDETh 1N flAT BOOK 14~ PA•G~ 27~ OP .
tHR PUBUC aE~oRzs OF muss oagup~ COUNTY, FLORIDA,
LESS ROAD RIGTfltOp..WAY. ‘•‘
• LESS AND WCCE?T TR~ LEGAL DEbCIUPTIONS LISTED 314

ORDER OF TMçING ZBCOSDEE, ft O,R. BOOK. 9125, PAGE
515; bit B00K9123, ?4GE S21~ A24D O& EOO)C9123? MGE
$27, PUSilO RBCOIO~S O)~ flLSBOROUdfl COtJNTY, PLORIDL
‘PARCEL4; • ,‘ • . -
• LOT28,2P,3o~jqfl33 ~LOCK2,~otm4jwng SUBDIVISION, b•.

• ACCORDfl4Q TO WE MAP 08. PLAflflE!tEOF AS RECOPDEI) ‘IN
PLA’rDooz. 14, PACE27,pu~uc RECORDS OV RILLSDOR0UOa
• CoUNry-~ JtLORDIA. tESS ~E SOUTH 5 PEE? THEREOF ANDI •
LESS RIGHT..Op,WAY FOR. MOUA~VX A9ENUS.

I,
MIAMI 2221349.3 1249633463 2

D
ALLONGE
TillS ALLONGE is made to that certain Promissory Note dated September 12, 2006, in
the original principal amount of $3,200,000.00 from M B Plaza, LLC, a Florida limited liability
company to Column Financial, Inc., a Delaware corporation.
Pay to the order of SQUARE MILE/RAM ACQUISITION LLC, a Delaware limited

liability company (“Assignee”), without recourse or representation or warranty, express,
The foregoing paragraph shall not impair the representations and warranties of the
undersigned pursuant to Section 5.2 of the Agreement for Sale and Purchase of Loan dated June
30, 2010 between the undersigned and Assignee.
[THE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]
MIAMI 2221349.37249633463
7)
• [SIGNATURE PAGE TO ALLONCEI
CSMC 2006-CS ARMENIA RETAIL, LLC, a


• liability company, successor b31 statutory
corporaborA its manager
• By:___________________
Name: Rfl’~’DOLPH WOLPERT
Dated: 3’.’ij 2-I • .2010
MIAMI 22213493 724963346~ • 2

j~fl~ViS~LtLW~ ~ULU333~O~, flz~: £VL.LO hL~ ‘4 4 — ii .LU/U41/ZUIU at u4nwi PM,
‘DEPUTY CLERK:SEDSON Pat Krank,Clerk of the Circuit CourPm~i11sborough
county
THUS USNOT.A
CERTUFUL~D COPY
(Space above isfor Recorder’s use) - -
Prepared By:
LauraR, Mask
Gibson, Dunn & Cnitcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
And When Recorded Mail To:
Wells Fargo Bank, National Association
Commercial Real Estate
375 Park Avenue, 9th Floor
New York, New York 10152
Attn: Wendy-M. Clarke
LoanNo. 1002896
ASSIGNMENT 01? SECURITY INSTRUMENT

SQUARE MitE/RAM ACØUISLTION LLC, a Delaware limited liability company
(“Assignor”), whose address is do Square Mile Capital Management, LLC, 450 Park Avenue,
New York, New York 10022 and do Ram Realty Services, 4801 PGA Bouievard, Palm Beach
Gardens, Florida 33412, Attn: David A. Dean, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, hereby assigns, transfers, sets over and
conveys to WELLS FARGO BANK, NATIONAL ASSOQIATION (“Assignee’), whose address
is 333 South Grand Ave., 9tb Floor, Los Angeles, CA 90071, Attn: Michael Nagin, all Assignor’s
right, tide and interest in and to the Mortgage, Security Agreement and As~ignment of Leases and
Rents (the “Security Instrument”) dated as of September 12, 2006, made by M B Plaza, LLC, a
pL1INTIFF’
EXHIBIT
flK ZUSJ.O ry ‘
ThUS_US NOT A
FloridQ~9m4~aancGGfl~uon
(“Origlhgru Cr’ , re de as e ~.2 620,1 ~1 cc ds Boo 16979,
Page 651, of the Public Records of Hhisborough County, Florida (the “Records”), as assigned
by: (I) Original Lender to Wells Fargo Bank, N.?1.., as Trustee foi the Registered Holders of
Ctedit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 22006-CS (“Trust”), by Assignment of Mortgage dated as of September 12,
2006, recorded as Instrument No. 2007465992, in Official Records Book 18222, Page 1, of the
Records; (ii) Trust to CSMC 2006-CS Armenia Retail, LLC, a Florida limited liability company,
by Assignment Of Mortgage, Security Agreement And Assignment~ Of Leases And Rents And
Other Loan Documents dated as of February 3, 2010, recorded as Instiument No. 2010040937, in
Official Records Book 19703, Page 1077 of the Records; and (iii) CSMC 2006-CS Armenia
Retail, LLC, to Assignor, by Assignment of Security Instrument recorded on August 6, 2010,
recorded as 20015, Page 836, of the Records, as the same may have been assi~ed, amended,
supplemented, restated or modified.
The Security Instrument relates to the real property described in Schedule A attached
hereto.
forever.
This Assignment is made without recourse or representation or warranty, express,

implied or by operation of law, of any kind and nature whatsoever except as may be
specifically set forth in the Transaction Documents as such term is defined in that certain
Purchase and Repurchase Agreement and Securities Contract dated as of Sa~~~cn4,~t 2ci,2~~
2010, by and among WFB, Square Mile/Ram Acquisition LLC, a Delaware limited liability
company, and Square Mile/Ram Ac4ulsitlon II LLC, a Delaware limited liability company.
fTHE REMAINDER OF THIS PAGE WAS LEFT BLANK INTENTIONALLY]
I -~
D
~THUS:US N~T A
CERTUFUED Copy
IN WITNESS WBEREOF, Assignor has duly executed this Assignment as of
S4r.w~tv ~ •2010.
SQUARE MILE/RAM ACQUISITION LLC1

a Delaware limited liability company
By:
Name: Joseph D’Angelo
By:
Name: Karen D. OcHer
Titic: Authorized Signatory
By:
A. Dean
Withesses:
Signature __________________
Print Name:_______________
~
Print Name_______________
‘I )
THUS US NOT A
C~RTUFU~D COPY
IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of
54.J,y tft~__,2OlO.
SQUARE MILEIRAM ACQUISiTION LLC,

a Delaware
By:
By:
Name: Karen D. Ocher
By:
Name: David A. Dean
Title: Authorizcd Signatory
Witnesses:
Signature:)aStttJ 4~t*tc.
Print Name: iMvt4 ióc~e (Itt.
Signature: —
Print Name:
Thus US NCY A
CHRTUFUED
STATE OF NEW YORK )
COPY
) SB.:
COUNTY OF NEW YORK)
On the — day of September in the year 2010, before me, the undersigned, a
notary public in and for said State, personally appeared Joseph D’Aaigelo, personally known to
me or proved to me on the basis of satisfactory evidence to be the ~ndividua1 whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or the person upon behalf of
which the individual acted, executed The instrument.
Notary Public
STATE OF FLORIDA )
COUNTY OF PALM BEACH)
The foregoing instrument was acknowledged before rue this day of September,
2010, by David A. Dean, authorized signatory of Square Mile/Ram Acquisition LLC. He is
_X personally known to me or has produced a Florida driver’s license as identification
_____
Notary Seal: __________________________

Serial No., if any:
STATE OF FLORIDA )
) SS.:
The foregoing instrument was acknowledged before me this6~t)day of September,

2010, by Karen D. Geller, authorized signatory of Square Mile/Ram Acquisition LLC. She is
_X_ personally known to me or has produced a Florid
_____ ver’s license as identification
A t.~ MVcciSSIOM00855a4a I
Print Name: D
Ifl—IJ&~W EXPIAES:FebnJarv2O,2013 I Notary Seal: ________________________
Gonded INu IWzqPub~oUn4er~W~J
ThUS_US~NOTA
C~RTUEU~D COPY
STATE OF NEW YORK )
) 55.:
COUNTY OF NEW YORK)
On the 2~raay of September in the year 2010, before me, the undersigned, a
notary public in and for said State, personally appeared Joseph D’Angelo, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
capacity, and that by his signature on the instrument, the individual, or $he person upon behalf of
which the individual acted, executed the instrument.
Notary Public
MARY CAIJENDO
Notaty Public, State of New York
STATE OF FLORIDA ) No. 4951918
Qualified In Nassau County
) 55.. Commission Expires June 5,2011
The foregoing instrument was acknowledged before me this day of September,

—
2010, by David A. Dean, authorized signatory of Square Mile/Ram Acquisition LLC. He is

_X_ personally known to me or has produced a Florida driver’s license as identification
_____
Print Name: ______________________
Notary Seal; _________________________
Serial No., If any: ___________________
STATE OF FLORIDA )
) 55.:
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this day of September,

—
2010, by Karen D. Geller, authorized signatory of Square Mile/Ram Acquisition LLC. She is
_X_ personally known to me or has produced a Florida driver’s license as identification
_____
Print Name:
Notary Seal:
Serial No., if any:
Th~S_US NOT A
CERTU~S COPY.
LEGAL DESCRIPTION
PARCEL 1:
ALL OF LOTS 1-4 OF BLOCK 1 OF BOUR-LANDS SUBDWISION, AS RECORDED IN
PLAT BOOK 14, PAGE 27 AND BEING IN SECTION 34 TOWNSHIP 28 SOUTH, RANGE
18 EAST, HILLSBOROTJGH COUNTY, FLORIDA, LESS AND EXCEPT RIGHT-OF-WAY
ESTABLISHED BY ORDER OF TAKING RECORDED IN OFFICIAL RECORD BOOK
3075, PAGE 1964 AND JUDGMENT RECORDED IN OFFICIAL RECORDS BOOK 3150,
PAGE 1068, PUBLIC RECORDS OF H]LLSBOROUGH COUNTY, FLORIDA; AND LESS
AND EXCEPT ADDITIONAL RIGHT-OF-WAY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHWEST CORNER OF BLOCK 1 OF SAD BOUR-LANDS
SUBDIVISION (BEING A 13mm IRON ROD) THENCE S.00°92’44” W., ALONG THE
WEST BOUNDARY OF SAID BLOCK 1, A DISTANCES OF 66.178 METERS (217.12
FEET) TO THE NORTH RIGHT-OF-WAY LINE OF STATE ROAD 600 (W.
HILLSBOROUGH AVENUE) (PER SECTION 1015-96A); THENCE S.89°40’43” B., ALONG
SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 83.820 METERS (275.00 FEET)
TO THE WEST BOUNDARY. OF SAID LOTS 1 4 OF BLOCK 1 AND THE POINT OF
-
BEGINNING; THENCE N.00°16’15” E., ALONG SAW WEST BOUNDARY, A DISTANCE

OF 20.602 METERS (67.59 EEET); THENCE S. 89°38’49” B., A DISTANCE OF 20.941
METERS (68.70 FEET); THENCE N 68°27’56”E, A DISTANCE OF 7.335 METERS (24.06
FEET) THENCE N. 40°19’24”E., A DISTANCE OF 5.908 METERS.Ø9.68 FEET). TO THE
NORTH BOUNDARY OF SAID LOT 4; THENCE 3.89°35’55”E., ALONG SAID NORTH
BOUNDARY, A DISTANCE OF 1,322 METERS (4,34 FEET) TO THE WESTERLY RIGHT-
OF-WAY LINE OF NORTH ARMENIA AVENUE AS ESTABLISHED BY ORDER OP
TAXING RECORDED IN OFFICIAL RECORD BOOK 3075, PAGE 1964 AND JUDGMENT
RECORDED IN OFFICIAL RECORD BOOK 3150, PAGE 1068, PUBLIC RECORDS OF
HILLSBOROUGH COUNTY, FLORIDA; THENCE ALONG SAID WESTERLY RIGHT-OF-
WAY LINE, THE FOLLOWING TWO (2) COURSES: 1.) 5,0097’S?” W., A DISTANCE OF
20,097 METERS (65.93 FEET); 2) THENCE S.45°41 ‘55” W., A DISTANCE OF 11.129
METERS (3631 FEET) to SAIl) NORTH RIGHT-OF-WAY LINE OF STATE ROAD 600
(W. HILLSBOROUGH AVENUE); THENCE N. 89°40’43”W., ALONG SAID NORTH
RIGHT-OF-WAY LINE, A DISTANCE OF 24,994 METERS (82.00 FEET) TO THE POINT
OF BEGINNING.
PARCEL .2:
LOTS 5, 6, 7, 8 AND 9, BLOCK 1 BOUR-LANDS SUBDIVISION, .ACCORDING TO THE
MAP OR FLAT THEREOF AS RECORDED IN PLAT BOOK 14, PAGE 27, PUBLIC
RECORDS OF HILLSBOROUGH COUNTY, FLORIDA.
THUS_US NOT A
PAR9~RTUFU~D OPY
LOTS 1.0, 11,12 AND 13 AND LOTS 30 AND 31, BLOCK 1, BOUR-LANDS SUBDIVISION,
ACCORDING TO THE MAP OR PLAT THEREOF AS RECORDED IN FLAT BOOK 14,
PAGE 27, OF THE PUBLIC RECORDS OF HILLSBOROUGH COUNTY; FLORIDA, LESS
STATE ROAD MONT-OP-WAY AND LESS THAT PART OF LOTS 30 AND 31 FOR
ROAD RIGHT-OP-WAY MORE PARTICULARLY DESCRIBED IN OFFICIAL RECORDS
BOOK 9102, PAGE 244, SAID PUBLIC RECORDS.
PARCEL 4:
LOTS 14, 15 AND 16, BLOCK 1, BOUR-LANDS SUBDiVISION, ACCORDING TO, THE
MAP OR PLAT’ THEREOF, RBCORDED IN PLAT BOOK 14, PAGE 27; PUBLIC RECORDS
OF HILLSBOROUGH COUNTY, FLORIDA.
PARCELS:
LOTS 26,27,28 AND 29, AND THE EAST 20 FEET OF LOT 25, BLOCK 1, BOUR-LANDS
SUBDIVISION, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK
14 PAGE 27, OP THE PUBLIC RECORD’S OF HILLSBOROUGH COUNTY, FLORIDA,
LESS AND EXCEPT THE LEGAL DESCRiPTIONS LISTED. IN. ORDER OF TAXING
RECORDED IN BOOK 9123, PAGE 515; OR. BOOK 9123, PAGE 521, AND OR. BOOK
9123, PAGE 527, PUBLiC RECORDS OF HILLSBOROUGH COUNTY, FLORIDA.
PARCEL 6:
LOT 28, 29, 30 AND 31 BLOCK 2, BOUR-LANDS SUBDIVISION, ACCORDING TO THE
MAP OR PLAT THEREOF AS RECORDED IN PLAT BOOK 14, PAGE 27, PUBLIC
RECORDS OF HILLSBOROUGH COUNTY, FLORIDA. LESS TI-JR SOUTH 5 FEET
THEREOF AND LESS RIGHT-OF-WAY FOR MOHAWK AVENUE..
.1
William 1’. Keith
Rumberge.r...
KIRK & CALDWELL - ,.
100 NorthTampaSLreet
Smta2000 (33602)
• ..;. t PostCflç~Box3390
Tampa Flonda 336014390
November 12,2010 ‘Phone 8132234253
- bkeith@rumberger.com
www.rumberger.com
VIA FACSIMILE & US. MAIL
David Charlip, Bsq.

Charlip Law Group LC
17501 Biscayne Blvd Ste 510
Aventura, Florida 33 160-4806
RE: Loan No. 418000013 (formerly numbered M010032796) (“Loan”) made to M B

PLaza, LLC (“Borrower”), evidenced by a note in the original principal amount of
$3,200,000.00 dated September 12, 2006 (“Note”) now held by. Wells Fargo
Bank, National Association (“Lender”), formerly held by Square Mile/RAM .
Acquisition LLC, and àeöiiféd-’ ‘b~ Mortgage, Security Agreement and

~
Assignment of Leases and Rents (“Mortgage”) of property known Shoppes at

Annenia, located at 2507 West Hillsborough Avenue, Tampa; l~1oTida~:336 14, and
certain other documents (collectively, “Loan Documents”) .-‘.
Case Name; Square Mile/IL4ivlAcquisition LLC v. MB Plaza LLC and Vintage

Builders, LLC
Case No: 10-010219
OurFileNo.: 114116
Dear Mr. Charlip:
As you know, my firm represents the Lender in connection with its enforcement of the
Note, Mortgage, and other Loan Documents. The Loan was recently assigned from Square
Mile/RAM Acquisition LLC to Wells Fargo Bank National Association, and we will be moving
to substitute the party plaintiff in the near future.
There have been no loan payments, partial or full, made by Borrower since March, 2010,
despite the fact that rents have been generated from the property. Pursuant to the Indemnity and
Guaranty Agreement (“Guaranty”) signed as of September 12, 2006, by Messrs. Bouskila and
Mazine (“Guarantor?’), Guarantors are personally liable to Lender for commission of any
“Carve-Out Acts” as described in Paragraph 1 of the Guaranty Agreement. Specifically relevant
here, Guarantors are liable for any “rents, issues, profits and revenues” received from the
Property after an event of default “which are not either applied to the ordinary and necessary
expenses of owning and operating the Property or paid to Lender.” Guaranty, ¶ 1 (a)(5).
I• PLAINTIFF’S
EXHIBIT
ORLANDO • MIAMI • T _______-

9 GHAM
4.
•0’
November 12,2010
Page 2
While no notice is required under the Guaranty, Lender hereby demands payment of the
sums described in ¶ 1(a)(5) of the Guaranty. All payments can be delivered to:
Mailing Instructions: Wire Instructions:

Regular Mail Wachovia Securities
U.S. Postal Address Charlotte, NC
Wachovia Wholesale Lockbox For further credit a/e #50775-94-01-1216
P.O. Box 60253 Attn: Income Property Division
Charlotte, NC 28260-0253 ABA 4(153000219
Overnight Courier Address

Wachovia Wholesale Lockbox #60253
1525 West W.T. Harris Blvd.
Charlotte, NC 28262
When making payment, please reference the following information:

Mortgagor’s Name: M B Plaza, LLC
Mortgagor’s Loan No. 418000013
In addition, under Section 1.13 of the Mortgage, Borrower is required to provide to

Lender, among other things, quarterly operating statements and current rent rolls for the Property
at the end of each March, June, September, and December. Mortgage § 1.13(b) and Ce). Lender
is also entitled to annual balance sheets for the Property and annual financial statements for
Borrower, each principal or general partner in Borrower, and each guarantor under the Guaranty
Agreement within 90 days after the end of the calendar year. Mortgage § 1.13(d). The last of
Borrower’s financial statements received by Lender was from April, 2010, and the annual
balance sheet and financial statements for the 2009 calendar year referenced in Section 1.13(d)
of the Mortgage are still due and owing.
As specified in the Guaranty Agreement, Guarantors incur personal liability for failing to
deliver the “financial statements, reports or records” required by the Loan Documents.
Guaranty, ¶ l(a)(10). Lender has demanded and hereby demands Borrower provide Lender
operating statements and rent rolls on a monthly basis effective immediately, see Mortgage
§ 1.13(e), and demands Borrower and Guarantors to provide the required financial
documentation detailed above. Financial statements and other documents may continue to be
delivered to Ram Realty Services, 4801 PGA Boulevard, Paint Beach Gardens, Florida 33418,
Attn: Mr. Hugo Pacanins.
Should Borrower continue its non-compliance with its requirement to (1) use all rents to
either pay the ordinary and necessary expenses of owning and operating the Property or pay to
Lender, and (2) provide financial statements, reports and records to Lender as required by the
Loan Documents, Lender intends to pursue a separate cause of action against Guarantors in their
3
November 12,2010
Page 3
individual capacities for payment of the sums due. This letter should not be in any way
construed as a waiver of Lender’s right to pursue as part of a breach of guaranty claim any rents
retained by Guarantors by virtue of Carve-Out Acts before this point, or waiver of any other of
Lender’s rights under the Guaranty and other Loan Documents.
ZrelY.
William P. Keith
Enclosure
cc: Mr. Daniel Kasell, Esq., Square Mile Capital Management LLC (via email only)
Mr. Hugo Pacanins, Ram Realty Services (via email only)
Sally Culley, Esq.
3741994
www.charliplawgroup.com
David H. Cliarlip, Esquire* Aventura Bayview
dchar1ip~eharliy1awgroup.com 17501 Biscayne Blvd. Suite 510
Aventura, FL 33160
* Admitted in Florida and New Jersey Tel: 305.354.9313
Fax: 305.354.9314
VIA FACSJMILEAND U.S. MAIL
November15, 2010
Sally Rogers Cully, Esq. and

William P. Keith, Esq.
Rumberger, Kirk & Caidwell,
100 N. Tampa Street,
Suite 2000,
Post Office Box 3390,
Tampa, Fl 33601-3390
Re: Square Mile/Ram Acquisition LLC, v. MB Plaza, LLC

Ililisborough County Case No.: 10-010219
Our File No.: 2089.000
Dear Mr. Keith:
I am in receipt of your correspondence dated November 12, 2010. As J understand it

(hopeflully) this Ibreelosure started out with you representing CSMC 2006-C5 ARMENIA
RETAIL LLC, a Florida limited liability company, then the loan was supposedly sold to
Square Mile[Ram Acquisition LLC, a Delaware limited liability company, and now you are
representing that it has been sold again and it is being held by Wells Fargo Bank, NA, all the
while however you have remained as counsel for these varying entities. As you know, my client,
MB Plaza, LLC, through its representative Eric Bouskila has had extensive negotiations and
other discussions with a variety of individuals each claiming to have valid title to the note and
mortgage. Mr. Bouskila has consistently been raising issues with the Servicer and Special
Servicer concerning what entity has the proper standing with respect to this loan, which
questions have never to this date been properly addressed. These issues apply equally to your
clients standing and until these issues are resolved, my client has no choice but to take the
position that any further compliance on its part with the mortgage terms be suspended.
cc: MB Plaza, LLC
No client too smalJ no case too large!

2010.11.29 Filing PKT MBPlaza V Wells Fargo Comp, Cover Sheet Summons Exhibits

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~JS44 (Rev 2/OS) CIVIL COVER SHEET

V. ORIGIN (Place un’X” in One Box Only)

a) Re-filed Case CI YES 0 NO b) Related CaSeS CI YES ~? NO

M B Plaza, LLC, a Florida Limited Liability

COMPLANT FOR DECLARATORY AND NJUNCTIVE RELIEF

foreclosure proceeding, and states:

2. Plaintiff M B Plaza, LLC (“Plaintiff’) is a Florida limited liability corporation

whose principal address is located in Aventura, Miami-Dade County, Florida.

injunctive relief is proper pursuant to 28 U.S.C. § 2201 (declaratory judgment).

4. Venue is proper in this Court pursuant to 28 U.S.C. § l39l(a)(2) (a substantial

5. Defendant WELLS FARGO BANK, N.A. (“Defendant”) is a national banking

Florida (“the shopping center”).

8. On or about September 12, 2006, Plaintiff executed and delivered to Column

is attached hereto as Exhibit I.

attached hereto as Exhibit 2.

First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,

Fargo Trustee, which is attached to the Note as Exhibit IA.

CS Armenia Retail, LLC, pursuant to an Assignment of Mortgage, Security Agreement and

which is attached to the Note as Exhibit lB.

copy of the foregoing correspondence is attached hereto as Exhibit 7.

correspondence is attached hereto marked Exhibit 8.

referred to in the Pooling and Servicing Agreement.

Commission’s website at:

a) Originating Lender: Column Financial, Inc.

b) Seller & Sponsor: Column Financial, Inc.

c) Depositor: Credit Suisse First Boston Mortgage Securities Corp.

d) Issuing Entity: Credit Suisse Commercial Mortgage Trust 2006-C5

e) Trustee: Wells Fargo Bank, NA

t) Master Servicer: KeyCorp. Real Estate Capital Markets, Inc.

g) Special Servicer: LNR Partners, Inc.

WC Section 860 outlines and governs these strict requirements.

(or within the allowable 90 day window) is deemed an “unqualified or prohibited

transaction is taxed at 100% to the Trust.

loans to the Trustee for this Trust.

governing the REMIC provisions for this Trust.

and/or convey a mortgage loan for this trust in this manner.

35. Notwithstanding the above contention, there is presently pending in Hillsborough

Defendant is seeking to be substituted as a party plaintiff.

36. Accordingly, there is an actual and justiciable controversy relating to the

Mortgage. This controversy is of sufficient immediacy and reality to warrant the

issuance of a declaratory judgment.

or such conditions have all been waived or excused.

a reasonable attorneys fee.

COUNT I: DECLARATORY RELWP

39. Plaintiff reaffirms and reaUeges paragraphs 1 through 38 hereinabove as if set

forth more fully hereinbelow.

standing to institute or maintain foreclosure on the Property.

the force and effect of a final judgment.

correspondence to the Plaintiff.

WHEREFORE, Plaintiff demands that the court adjudge:

related thereto; and

defective and precluded from enforcement; and

(c) that the Plaintiff recover its costs.

DATED this 29th day of November, 2010.

Is! David H. Charlip

(Borrower Specific and State Specific Provisions)

(e) “Questamente Tenant” shall mean Questamente, Inc.