CROSS DEFAULT AGREEMENT

This Agreement dated ______________ made by and between _________ _______________ ("Borrower"), having an address at ________________ __________ , and ____________ ("Lender"), having an address at ______
_________________ .

WITNESSETH

Whereas, the following facts are true:

[Identify the mortgages, the notes secured thereby and the premises,
being here the Acquisition, Construction and Project Notes, Mortgages and Loans]

Now, Therefore, in consideration of the making by Lender of the Acquisition Loan, the Construction Loan and the Project Loan to Borrower, and in further consideration of the premises, the receipt of which consideration is hereby acknowledged, Borrower hereby covenants, warrants and agrees with Lender, and the Lender hereby agrees, as follows:

1. The Acquisition Mortgage shall constitute a mortgage and security, not only for the payment by Borrower of the Acquisition Note, and the performance by Borrower of the covenants contained in the Acquisition Mortgage and other agreements executed in connection with the Acquisition Loan, but shall also constitute a mortgage and security for the payment by the Borrower of the Project Note, and the performance by the Borrower of the covenants contained in the Project Mortgage and other Agreements executed by the Borrower in connection with the Project Loan.

2. The Project Mortgage shall constitute a mortgage and security, not only for the payment by Borrower of the Project Note, and the performance by Borrower of the covenants contained in the Project Mortgage and other agreements executed in connection with the Project Loan, but shall also constitute a mortgage and security for the payment by the Borrower of the Acquisition Note, and the performance by the Borrower of the covenants contained in the Acquisition Mortgage and other Agreements executed by the Borrower in connection with the Acquisition Loan.

3. The Construction Mortgage shall constitute a mortgage and security, not only for the payment by Borrower of the Construction Note, and the performance by Borrower of the covenants contained in the Construction Mortgage and other agreements executed in connection with the Construction Loan, but shall also constitute a mortgage and security for the payment by the Borrower of (a) the Acquisition Note, and the performance by the Borrower of the covenants contained in the Acquisition Mortgage and other Agreements executed by the Borrower in connection with the Acquisition Loan and (b) the Project Note, and the performance by the Borrower of the covenants contained in the Project Mortgage and other Agreements executed by the Borrower in connection with the Project Loan.

4. A default by Borrower in the payment of the note executed in any such loan or a default by Borrower in the performance of the covenants contained in any such mortgage or the other agreements executed in connection with the Acquisition Loan, Construction Loan or Project Loan, as aforesaid, shall be, and shall constitute, at the option of the Lender, default not only of the loan for which it was executed, but of such other loan (but only of such other loan as specified in Paragraphs 1, 2 and 3 above). Upon any such default, the mortgages securing said loan may each be foreclosed in accordance with their terms and the other documents executed in connection with each such loan may each be enforced in accordance with their terms.

5. This Agreement is entered into between Borrower and Lender in the State of New York, with reference to the laws of such State, and shall be construed, interpreted, enforced and governed by and in accordance with such laws.

In Witness Whereof, the parties hereto have caused this instrument to be executed the first date above written.

Signed and Acknowledged

Exhibit A - Description of the Land