PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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Project will at all times be dependent upon many factors beyond the control of the Borrower, such as changes in general and local economic conditions, changes in the supply of or demand for competing properties in the same locality,and changes in real estate and zoning laws or other regulatory restrictions. A material change in any of these factors could materially change the value of the Project. Any weakened market condition may also depress the value of the Project. Any reduction in the market value of the Project will adversely affect the security available to the owners of the Series 2001 Bonds. There is no assurance that the amount available upon foreclosure of the Project after the payment of foreclosure costs will be sufficient to pay the amounts owed by the Borrower on the Series 2001 Bonds. In the event of foreclosure,it is unlikely that the Project could be sold at 100%of its estimated fair market value since the Ground Lease may have an adverse effect on value. Except as described below, the Series 2001 Bonds will have available, under certain circumstances described herein, the remedy of foreclosure of the Mortgage and the Subordinate Mortgage in the event of a default(after giving effect to any applicable grace periods,and subject to any legal rights which may operate to delay or stay such foreclosure, such as may be applicable in the event of the Borrower's bankruptcy),there are substantial risks that the exercise of such a remedy will not result in recovery of sufficient funds to pay amounts due on the Series 2001 Bonds. In the event that a leasehold mortgage is actually foreclosed,then,in addition to the customary costs and expenses of operating and maintaining the Project,the party or parties succeeding to the interest of the Borrower in the Project(including the Trustee on behalf of Bondholders)could be required to bear certain associated costs and expenses,which could include: the cost of complying with federal, state or other laws, ordinances and regulations related to the removal or remediation of certain hazardous or toxic substances, the cost of complying with laws, ordinances and regulations related to health and safety, and the continued use and occupancy of the Project;such as the Americans with Disabilities Act;and costs associated with the potential reconstruction or repair of the Project in the event of any casualty or condemnation. Enforceability of Remedies The Series 2001 Bonds are payable from the Loan Repayments to be made by the Borrower under the Loan Agreement. Pursuant to the Mortgage, the Senior Bonds are secured by a first leasehold mortgage lien on,first security interest in,and an assignment of leases and rents of,the Mortgaged Property and,pursuant to the Subordinated Mortgage,the Subordinate Bonds are secured by a second leasehold mortgage lien on, a second security interest in,and an assignment of leases and rents of,the Mortgaged Property. The practical realization of any recovery upon a default will depend upon the exercise of various remedies specified by the Indenture, the Mortgage, the Subordinate Mortgage and the Loan Agreement. These and other remedies may,in many respects,require judicial actions,which are often subject to discretion and delay. Under existing law,the remedies specified in the Indenture,the Mortgage, the Subordinated Mortgage and the Loan Agreement may not be readily available or may be limited. A court may decide not to order the specific