<PAGE>
                                                                  Exhibit 10.125

-------------------------------------------------------------------------------

                            SHADY SPRINGS PLAZA, LLC,
                    a Delaware limited liability company, as
        trustor, having its principal place of business at 20 South Third
                          Street, Columbus, Ohio 43215
                                   (Borrower)
                                       To

                        CHARLES W. LOEB, JR., as trustee,
              having an office at 1600 Laidley Tower, P.O. Box 553,
                        Charleston, West Virginia 25322
                                    (Trustee)

                               for the benefit of

                   LEHMAN BROTHERS BANK, FSB, as beneficiary,
      having an address at Three World Financial Center, 200 Vesey Street,
                            New York, New York 10285
                                    (Lender)
                           --------------------------

                      DEED OF TRUST AND SECURITY AGREEMENT

                           --------------------------

                Dated:                      As of August 2, 2001
                Location:                   Shady Springs Plaza
                                            Beaver, West Virginia

-------------------------------------------------------------------------------

           RECORDING REQUESTED BY AND WHEN RECORDED PLEASE RETURN TO:
                         Stroock & Stroock & Lavan, LLP
                                 180 Maiden Lane
                            New York, New York 10038
                              Attention: Oumar Diop


This instrument is filed for recordation in the Real Estate Records as a fixture
filing pursuant to West Virginia Code Section 46-9-502.



<PAGE>





                                TABLE OF CONTENTS

<TABLE>

                                     Article 1 - GRANTS OF SECURITY

<S>                                      <C>                                                                   <C>
     Section 1.1           PROPERTY GRANTED............................................................          2
     Section 1.2           ASSIGNMENT OF RENTS.........................................................          5
     Section 1.3           SECURITY AGREEMENT..........................................................          5
     Section 1.4           FIXTURE FILING..............................................................          6
     Section 1.5           PLEDGES OF MONIES HELD......................................................          6

                                     Article 2 - DEBT AND OBLIGATIONS SECURED

     Section 2.1           DEBT........................................................................          7
     Section 2.2           OTHER OBLIGATIONS...........................................................          7
     Section 2.3           DEBT AND OTHER OBLIGATIONS..................................................          7

                                     Article 3 - BORROWER COVENANTS

     Section 3.1           PAYMENT OF DEBT.............................................................          7
     Section 3.2           INCORPORATION BY REFERENCE..................................................          7
     Section 3.3           INSURANCE...................................................................          7
     Section 3.4           MAINTENANCE OF PROPERTY.....................................................          8
     Section 3.5           WASTE.......................................................................          8
     Section 3.6           PAYMENT FOR LABOR AND MATERIALS.............................................          8
     Section 3.7           PERFORMANCE OF OTHER AGREEMENTS.............................................          9
     Section 3.8           CHANGE OF NAME, IDENTITY OR STRUCTURE.......................................          9

                                     Article 4 - OBLIGATIONS AND RELIANCES

     Section 4.1           RELATIONSHIP OF BORROWER AND LENDER.........................................          9
     Section 4.2           NO RELIANCE ON LENDER.......................................................          9
     Section 4.3           NO LENDER OBLIGATIONS.......................................................          9
     Section 4.4           RELIANCE...................................................................          10

                                     Article 5 - FURTHER ASSURANCES

     Section 5.1           RECORDING OF SECURITY INSTRUMENT, ETC......................................          10
     Section 5.2           FURTHER ACTS, ETC..........................................................          10
     Section 5.3           CHANGES IN TAX, DEBT, CREDIT AND DOCUMENTARY STAMP LAWS....................          11
     Section 5.4           SPLITTING OF MORTGAGE......................................................          11
     Section 5.5           REPLACEMENT DOCUMENTS......................................................          12

</TABLE>



                                       -i-
<PAGE>


<TABLE>

                                     Article 6 - DUE ON SALE/ENCUMBRANCE
<S>                                      <C>                                                                   <C>

     Section 6.1           LENDER RELIANCE............................................................           12
     Section 6.2           NO SALE/ENCUMBRANCE........................................................           12
     Section 6.3           SALE/ENCUMBRANCE DEFINED...................................................           12
     Section 6.4           LENDER'S RIGHTS............................................................           13

                                     Article 7 - RIGHTS AND REMEDIES UPON DEFAULT

     Section 7.1           REMEDIES...................................................................           15
     Section 7.2           APPLICATION OF PROCEEDS....................................................           19
     Section 7.3           RIGHT TO CURE DEFAULTS.....................................................           19
     Section 7.4           ACTIONS AND PROCEEDINGS....................................................           19
     Section 7.5           RECOVERY OF SUMS REQUIRED TO BE PAID.......................................           20
     Section 7.6           EXAMINATION OF BOOKS AND RECORDS...........................................           20
     Section 7.7           OTHER RIGHTS, ETC..........................................................           20
     Section 7.8           RIGHT TO RELEASE ANY PORTION OF THE PROPERTY...............................           21
     Section 7.9           VIOLATION OF LAWS..........................................................           21
     Section 7.10          RECOURSE AND CHOICE OF REMEDIES............................................           21
     Section 7.11          RIGHT OF ENTRY.............................................................           22

                                     Article 8 - ENVIRONMENTAL HAZARDS

     Section 8.1           ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES...............................           22
     Section 8.2           ENVIRONMENTAL COVENANTS....................................................           23
     Section 8.3           LENDER'S RIGHTS............................................................           24

                                     Article 9 - INDEMNIFICATION

     Section 9.1           GENERAL INDEMNIFICATION....................................................           25
     Section 9.2           MORTGAGE AND/OR INTANGIBLE TAX.............................................           26
     Section 9.3           ERISA INDEMNIFICATION......................................................           26
     Section 9.4           ENVIRONMENTAL INDEMNIFICATION..............................................           26
     Section 9.5           DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND EXPENSES................           27

                                     Article 10 - WAIVERS

     Section 10.1          WAIVER OF COUNTERCLAIM.....................................................           28
     Section 10.2          MARSHALLING AND OTHER MATTERS..............................................           28
     Section 10.3          WAIVER OF NOTICE...........................................................           28
     Section 10.4          WAIVER OF STATUTE OF LIMITATIONS...........................................           28
     Section 10.5          SURVIVAL...................................................................           28

</TABLE>


                                       -ii-
<PAGE>

<TABLE>

                            Article 11 - EXCULPATION


                              Article 12 - NOTICES


                                     Article 13 - APPLICABLE LAW
<S>                                      <C>                                                                   <C>

     Section 13.1          GOVERNING LAW..............................................................           29
     Section 13.2          USURY LAWS.................................................................           31
     Section 13.3          PROVISIONS SUBJECT TO APPLICABLE LAW.......................................           31

                                     Article 14 - DEFINITIONS


                                     Article 15 - MISCELLANEOUS PROVISIONS

     Section 15.1          NO ORAL CHANGE.............................................................           31
     Section 15.2          SUCCESSORS AND ASSIGNS.....................................................           32
     Section 15.3          INAPPLICABLE PROVISIONS....................................................           32
     Section 15.4          HEADINGS, ETC..............................................................           32
     Section 15.5          NUMBER AND GENDER..........................................................           32
     Section 15.6          SUBROGATION................................................................           32
     Section 15.7          ENTIRE AGREEMENT...........................................................           32
     Section 15.8          LIMITATION ON LENDER'S RESPONSIBILITY......................................           32
     Section 15.9          SUBSTITUTION OF TRUSTEE
     Section 15.10         THE TRUSTEE'S FEES
     Section 15.11         CERTAIN RIGHTS
     Section 15.12         RETENTION OF MONEY
     Section 15.13         PERFECTION OF APPOINTMENT
     Section 15.14         SUCCESSION INSTRUMENTS
     Section 15.15         RELIANCE OF TRUSTEE

                                     Article 16 - INTENTIONALLY DELETED


                                     Article 17 - STATE-SPECIFIC PROVISIONS

</TABLE>





                                      -iii-
<PAGE>






                      DEED OF TRUST AND SECURITY AGREEMENT

         THIS DEED OF TRUST AND SECURITY AGREEMENT (this "SECURITY INSTRUMENT")
is made as of this 2 day of August, 2001, by SHADY SPRINGS PLAZA, LLC, a
Delaware limited liability company, having its principal place of business at 20
South Third Street, Columbus, Ohio 43215, as mortgagor ("BORROWER") to CHARLES
W. LOEB, JR., a resident of Kanawha County, West Virginia, having an office at
1600 Laidley Tower, P.O. Box 553, Charleston, West Virginia 25322, as trustee
("Trustee") for the benefit of LEHMAN BROTHERS BANK, FSB, a federal stock
savings bank, having an address at Three World Financial Center, 200 Vesey
Street, New York, New York 10285, as beneficiary ("LENDER").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, this Security Instrument is given to secure a loan (the
"LOAN") in the principal sum of TWO MILLION NINE HUNDRED EIGHTY FIVE THOUSAND
and 00/100 Dollars ($2,985,000.00) or so much thereof as may be advanced
pursuant to that certain Loan Agreement dated as of the date hereof between
Borrower and Lender (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the "LOAN AGREEMENT") and
evidenced by that certain Promissory Note dated the date hereof made by Borrower
to Lender (such Note, together with all extensions, renewals, replacements,
restatements or modifications thereof being hereinafter referred to as the
"NOTE"); and

         WHEREAS, Borrower desires to secure the payment of the Debt (as defined
in the Loan Agreement) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents; and

         WHEREAS, this Security Instrument is given pursuant to the Loan
Agreement, and payment, fulfillment, and performance by Borrower of its
obligations thereunder and under the other Loan Documents are secured hereby,
and each and every term and provision of the Loan Agreement and the Note,
including the rights, remedies, obligations, covenants, conditions, agreements,
indemnities, representations and warranties of the parties therein, are hereby
incorporated by reference herein as though set forth in full and shall be
considered a part of this Security Instrument (the Loan Agreement, the Note,
this Security Instrument, that certain Assignment of Leases and Rents of even
date herewith made by Borrower in favor of Lender (the "ASSIGNMENT OF LEASES")
and all other documents evidencing or securing the Debt are hereinafter referred
to collectively as the "LOAN DOCUMENTS").

         NOW THEREFORE, in consideration of the making of the Loan by Lender and
the covenants, agreements, representations and warranties set forth in this
Security Instrument:



<PAGE>


                                  Article 1 -

                               GRANTS OF SECURITY

                 Section 1.1 PROPERTY GRANTED. Borrower does hereby irrevocably
grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee,
and grant a lien and security interest to Trustee and its successors in trust
with the power of sale in, the following property, rights, interests and estates
now owned, or hereafter acquired by Borrower (collectively, the "PROPERTY"):

                  (a) LAND. The real property described in Exhibit A attached
         hereto and made a part hereof (the "LAND");

                  (b) ADDITIONAL LAND. All additional lands, estates and
         development rights hereafter acquired by Borrower for use in connection
         with the Land and the development of the Land and all additional lands
         and estates therein which may, from time to time, by supplemental
         mortgage or otherwise be expressly made subject to the lien of this
         Security Instrument;

                  (c) IMPROVEMENTS. The buildings, structures, fixtures,
         additions, enlargements, extensions, modifications, repairs,
         replacements and improvements now or hereafter erected or located on
         the Land (collectively, the "IMPROVEMENTS");

                  (d) EASEMENTS. All easements, rights-of-way or use, rights,
         strips and gores of land, streets, ways, alleys, passages, sewer
         rights, water, water courses, water rights and powers, air rights and
         development rights, and all estates, rights, titles, interests,
         privileges, liberties, servitudes, tenements, hereditaments and
         appurtenances of any nature whatsoever, in any way now or hereafter
         belonging, relating or pertaining to the Land and the Improvements and
         the reversion and reversions, remainder and remainders, and all land
         lying in the bed of any street, road or avenue, opened or proposed, in
         front of or adjoining the Land, to the center line thereof and all the
         estates, rights, titles, interests, dower and rights of dower, curtesy
         and rights of curtesy, property, possession, claim and demand
         whatsoever, both at law and in equity, of Borrower of, in and to the
         Land and the Improvements and every part and parcel thereof, with the
         appurtenances thereto;

                  (e) EQUIPMENT. All "equipment," as such term is defined in
         Article 9 of the Uniform Commercial Code, now owned or hereafter
         acquired by Borrower, which is used at or in connection with the
         Improvements or the Land or is located thereon or therein (including,
         but not limited to, all machinery, equipment, furnishings, and
         electronic data-processing and other office equipment now owned or
         hereafter acquired by Borrower and any and all additions, substitutions
         and replacements of any of the foregoing), together with all
         attachments, components, parts, equipment and accessories installed
         thereon or affixed thereto (collectively, the "EQUIPMENT").
         Notwithstanding the foregoing, Equipment



<PAGE>




         shall not include any property belonging to tenants under leases except
         to the extent that Borrower shall have any right or interest therein;

                  (f) FIXTURES. All Equipment now owned, or the ownership of
         which is hereafter acquired, by Borrower which is so related to the
         Land and Improvements forming part of the Property that it is deemed
         fixtures or real property under the law of the particular state in
         which the Equipment is located, including, without limitation, all
         building or construction materials intended for construction,
         reconstruction, alteration or repair of or installation on the
         Property, construction equipment, appliances, machinery, plant
         equipment, fittings, apparatuses, fixtures and other items now or
         hereafter attached to, installed in or used in connection with
         (temporarily or permanently) any of the Improvements or the Land,
         including, but not limited to, engines, devices for the operation of
         pumps, pipes, plumbing, cleaning, call and sprinkler systems, fire
         extinguishing apparatuses and equipment, heating, ventilating,
         plumbing, laundry, incinerating, electrical, air conditioning and air
         cooling equipment and systems, gas and electric machinery,
         appurtenances and equipment, pollution control equipment, security
         systems, disposals, dishwashers, refrigerators and ranges, recreational
         equipment and facilities of all kinds, and water, gas, electrical,
         storm and sanitary sewer facilities, utility lines and equipment
         (whether owned individually or jointly with others, and, if owned
         jointly, to the extent of Borrower's interest therein) and all other
         utilities whether or not situated in easements, all water tanks, water
         supply, water power sites, fuel stations, fuel tanks, fuel supply, and
         all other structures, together with all accessions, appurtenances,
         additions, replacements, betterments and substitutions for any of the
         foregoing and the proceeds thereof (collectively, the "FIXTURES").
         Notwithstanding the foregoing, "Fixtures" shall not include any
         property which tenants are entitled to remove pursuant to leases
         except to the extent that Borrower shall have any right or interest
         therein;

                  (g) PERSONAL PROPERTY. All furniture, furnishings, objects of
         art, machinery, goods, tools, supplies, appliances, general
         intangibles, contract rights, accounts, accounts receivable,
         franchises, licenses, certificates and permits, and all other personal
         property of any kind or character whatsoever (as defined in and subject
         to the provisions of the Uniform Commercial Code as hereinafter
         defined), other than Fixtures, which are now or hereafter owned by
         Borrower and which are located within or about the Land and the
         Improvements, together with all accessories, replacements and
         substitutions thereto or therefor and the proceeds thereof
         (collectively, the "PERSONAL PROPERTY"), and the right, title and
         interest of Borrower in and to any of the Personal Property which may
         be subject to any security interests, as defined in the Uniform
         Commercial Code, as adopted and enacted by the state or states where
         any of the Property is located (the "UNIFORM COMMERCIAL CODE"),
         superior in lien to the lien of this Security Instrument and all
         proceeds and products of the above;

                  (h) LEASES AND RENTS. All leases and other agreements
         affecting the use, enjoyment or occupancy of the Land and the
         Improvements heretofore or hereafter entered into, whether before or
         after the filing by or against Borrower of



<PAGE>


         any petition for relief under 11 U.S.C.ss.101 et seq., as the same may
         be amended from time to time (the "BANKRUPTCY CODE") (collectively, the
         "LEASES") and all right, title and interest of Borrower, its successors
         and assigns therein and thereunder, including, without limitation, cash
         or securities deposited thereunder to secure the performance by the
         lessees of their obligations thereunder and all rents, additional
         rents, revenues, issues and profits (including all oil and gas or other
         mineral royalties and bonuses) from the Land and the Improvements
         whether paid or accruing before or after the filing by or against
         Borrower of any petition for relief under the Bankruptcy Code
         (collectively, the "RENTS") and all proceeds from the sale or other
         disposition of the Leases and the right to receive and apply the Rents
         to the payment of the Debt;

                  (i) CONDEMNATION AWARDS. All awards or payments, including
         interest thereon, which may heretofore and hereafter be made with
         respect to the Property, whether from the exercise of the right of
         eminent domain (including but not limited to any transfer made in lieu
         of or in anticipation of the exercise of the right), or for a change of
         grade, or for any other injury to or decrease in the value of the
         Property;

                  (j) INSURANCE PROCEEDS. All proceeds in respect of the
         Property under any insurance policies covering the Property, including,
         without limitation, the right to receive and apply the proceeds of any
         insurance, judgments, or settlements made in lieu thereof, for damage
         to the Property;

                  (k) TAX CERTIORARI. All refunds, rebates or credits in
         connection with reduction in real estate taxes and assessments charged
         against the Property as a result of tax certiorari or any applications
         or proceedings for reduction;

                  (l) CONVERSION. All proceeds of the conversion, voluntary or
         involuntary, of any of the foregoing including, without limitation,
         proceeds of insurance and condemnation awards, into cash or liquidation
         claims;

                  (m) RIGHTS. The right, in the name and on behalf of Borrower,
         to appear in and defend any action or proceeding brought with respect
         to the Property and to commence any action or proceeding to protect the
         interest of Lender in the Property;

                  (n) AGREEMENTS. All agreements, contracts, certificates,
         instruments, franchises, permits, licenses, plans, specifications and
         other documents, now or hereafter entered into, and all rights therein
         and thereto, respecting or pertaining to the use, occupation,
         construction, management or operation of the Land and any part thereof
         and any Improvements or respecting any business or activity conducted
         on the Land and any part thereof and all right, title and interest of
         Borrower therein and thereunder, including, without limitation, the
         right, upon the happening of any default hereunder, to receive and
         collect any sums payable to Borrower thereunder;



<PAGE>



                  (o) TRADEMARKS. All tradenames, trademarks, servicemarks,
         logos, copyrights, goodwill, books and records and all other general
         intangibles relating to or used in connection with the operation of the
         Property;

                  (p) OTHER RIGHTS. Any and all other rights of Borrower in and
         to the items set forth in Subsections (a) through (o) above.

         AND without limiting any of the other provisions of this Security
Instrument, to the extent permitted by applicable law, Borrower expressly grants
to Lender, as secured party, a security interest in the portion of the Property
which is or may be subject to the provisions of the Uniform Commercial Code
which are applicable to secured transactions; it being understood and agreed
that the Improvements and Fixtures are part and parcel of the Land (the Land,
the Improvements and the Fixtures collectively referred to as the "REAL
PROPERTY") appropriated to the use thereof and, whether affixed or annexed to
the Real Property or not, shall for the purposes of this Security Instrument be
deemed conclusively to be real estate and conveyed hereby.

         Section 1.2     ASSIGNMENT OF RENTS. Borrower hereby absolutely and
unconditionally assigns to Lender all of Borrower's right, title and interest in
and to all current and future Leases and Rents; it being intended by Borrower
that this assignment constitutes a present, absolute assignment and not an
assignment for additional security only. Nevertheless, subject to the terms of
the Assignment of Leases and Section 7.1(h) of this Security Instrument, Lender
grants to Borrower a revocable license to collect, receive, use and enjoy the
Rents. Borrower shall hold the Rents, or a portion thereof sufficient to
discharge all current sums due on the Debt, for use in the payment of such sums.

         Section 1.3    SECURITY AGREEMENT. This Security Instrument is both a
real property deed of trust and a "security agreement" within the meaning of the
Uniform Commercial Code. The Property includes both real and personal property
and all other rights and interests, whether tangible or intangible in nature, of
Borrower in the Property. By executing and delivering this Security Instrument,
Borrower hereby grants to Lender, as security for the Obligations (hereinafter
defined), a security interest in the Fixtures, the Equipment and the Personal
Property to the full extent that the Fixtures, the Equipment and the Personal
Property may be subject to the Uniform Commercial Code (said portion of the
Property so subject to the Uniform Commercial Code being called the
"COLLATERAL"). If an Event of Default shall occur and be continuing, Lender, in
addition to any other rights and remedies which it may have, shall have and may
exercise immediately and without demand, any and all rights and remedies granted
to a secured party upon default under the Uniform Commercial Code, including,
without limiting the generality of the foregoing, the right to take possession
of the Collateral or any part thereof, and to take such other measures as Lender
may deem necessary for the care, protection and preservation of the Collateral.
Upon request or demand of Lender after the occurrence and during the continuance
of an Event of Default, Borrower shall, at its expense, assemble the Collateral
and make it available to Lender at a convenient place (at the Land if tangible
property) reasonably acceptable to Lender. Borrower shall pay to Lender on
demand any and all expenses, including reasonable legal expenses and attorneys'
fees, incurred or paid by Lender in protecting its interest in the Collateral
and in enforcing its rights hereunder with respect to the Collateral after the
occurrence and during the continuance of an Event of Default. Any notice of
sale,




<PAGE>



disposition or other intended action by Lender with respect to the Collateral
sent to Borrower in accordance with the provisions hereof at least ten (10)
business days prior to such action, shall, except as otherwise provided by
applicable law, constitute reasonable notice to Borrower. The proceeds of any
disposition of the Collateral, or any part thereof, may, except as otherwise
required by applicable law, be applied by Lender to the payment of the Debt in
such priority and proportions as Lender in its discretion shall deem proper.
Borrower's (Debtor's) principal place of business is as set forth on page one
hereof and the address of Lender (Secured Party) is as set forth on page one
hereof.

         Section 1.4    FIXTURE FILING. Certain of the Property is or will
become "fixtures" (as that term is defined in the Uniform Commercial Code) on
the Land, described or referred to in this Security Instrument, and this
Security Instrument, upon being filed for record in the real estate records of
the city or county wherein such fixtures are situated, shall operate also as a
financing statement naming Borrower as the Debtor and Lender as the Secured
Party filed as a fixture filing in accordance with the applicable provisions of
said Uniform Commercial Code upon such of the Property that is or may become
fixtures.

         Section 1.5    PLEDGES OF MONIES HELD. Borrower hereby pledges to
Lender any and all monies now or hereafter held by Lender or on behalf of
Lender, including, without limitation, any sums deposited in the Clearing
Account, the Reserve Funds and Net Proceeds, as additional security for the
Obligations until expended or applied as provided in this Security Instrument.

                               CONDITIONS TO GRANT

         TO HAVE AND TO HOLD the above granted and described Property unto
Trustee, as trustee for the benefit of Lender, to its successors in the trust
created by this Security Instrument and to its or their respective assigns,
forever, in trust, upon the terms and conditions set forth herein;

         IN TRUST, WITH POWER OF SALE, to secure payment to Lender of the Debt
at the time and in the manner provided for its payment in the Note and in this
Security Instrument,

         PROVIDED, HOWEVER, these presents are upon the express condition that,
if Borrower shall well and truly pay to Lender the Debt at the time and in the
manner provided in the Note, the Loan Agreement and this Security Instrument,
shall well and truly perform the Other Obligations as set forth in this Security
Instrument and shall well and truly abide by and comply with each and every
covenant and condition set forth herein and in the Note, the Loan Agreement and
the other Loan Documents, these presents and the estate hereby granted shall
cease, terminate and be void; provided, however, that Borrower's obligation to
indemnify and hold harmless Lender pursuant to the provisions hereof shall
survive any such payment or release.



<PAGE>


                                  Article 2 -

                          DEBT AND OBLIGATIONS SECURED

         Section 2.1    DEBT. This Security Instrument and the grants,
assignments and transfers made in Article 1 are given for the purpose of
securing the Debt which by its definition (as set forth in Loan Agreement)
includes, but is not limited to, the obligations of Borrower to pay to Lender
the principal and interest owing pursuant to the terms and conditions of the
Note.

         Section 2.2    OTHER OBLIGATIONS. This Security Instrument and the
grants, assignments and transfers made in Article 1 are also given for the
purpose of securing the following (the "OTHER OBLIGATIONS"):

                 (a)      the performance of all other obligations of Borrower
        contained herein;

                 (b)      the  performance  of each  obligation  of  Borrower
        contained  in the Loan  Agreement  and any other Loan Document; and

                 (c)      the performance of each obligation of Borrower
         contained in any renewal, extension, amendment, modification,
         consolidation, change of, or substitution or replacement for, all or
         any part of the Note, the Loan Agreement or any other Loan Document.

A copy of each of the Loan Documents is available for review during regular
business hours at the office of Lender at the address first set forth above.

         Section 2.3    DEBT  AND  OTHER  OBLIGATIONS.  Borrower's  obligations
for the payment of the Debt and the performance of the Other Obligations may
sometimes be referred to collectively herein as the "OBLIGATIONS."

                                  Article 3 -

                               BORROWER COVENANTS

         Borrower covenants and agrees that:

         Section 3.1    PAYMENT OF DEBT.  Borrower  will pay the Debt at the
time and in the manner provided in the Loan Agreement, the Note and this
Security Instrument.

        Section 3.2     INCORPORATION BY REFERENCE. All the covenants,
conditions and agreements contained in (a) the Loan Agreement, (b) the Note and
(c) all and any of the other Loan Documents, are hereby made a part of this
Security Instrument to the same extent and with the same force as if fully set
forth.

        Section 3.3     INSURANCE. Borrower shall obtain and maintain, or cause
to be maintained, in full force and effect at all times insurance with respect
to Borrower and the Property as required pursuant to the Loan Agreement.



<PAGE>



        Section 3.4     MAINTENANCE OF PROPERTY. Borrower shall cause the
Property to be maintained in a good and safe condition and repair. The
Improvements, the Fixtures, the Equipment and the Personal Property shall not be
removed, demolished or materially altered (except for normal replacement of the
Fixtures, the Equipment or the Personal Property, tenant finish and
refurbishment of the Improvements) without the consent of Lender. Borrower shall
promptly repair, replace or rebuild any part of the Property which may be
destroyed by any casualty, or become damaged, worn or dilapidated and shall
complete and pay for any structure at any time in the process of construction or
repair on the Land.

        Section 3.5     WASTE. Borrower shall not commit or suffer any waste of
the Property or make any change in the use of the Property which will in any way
materially increase the risk of fire or other hazard arising out of the
operation of the Property, or take any action that might invalidate or allow the
cancellation of any Policy, or do or permit to be done thereon anything that may
in any way materially impair the value of the Property or the security of this
Security Instrument. Borrower will not, without the prior written consent of
Lender, permit any drilling or exploration for or extraction, removal, or
production of any minerals from the surface or the subsurface of the Land,
regardless of the depth thereof or the method of mining or extraction thereof.

        Section 3.6     PAYMENT FOR LABOR AND MATERIALS. (a) Borrower will
promptly pay when due all bills and costs for labor, materials, and specifically
fabricated materials ("LABOR AND MATERIAL COSTS") incurred in connection with
the Property and never permit to exist beyond the due date thereof in respect of
the Property or any part thereof any lien or security interest, even though
inferior to the liens and the security interests hereof, and in any event never
permit to be created or exist in respect of the Property or any part thereof any
other or additional lien or security interest other than the liens or security
interests hereof except for the Permitted Encumbrances.

                 (b) After prior written notice to Lender, Borrower, at its own
         expense, may contest by appropriate legal proceeding, promptly
         initiated and conducted in good faith and with due diligence, the
         amount or validity or application in whole or in part of any of the
         Labor and Material Costs, provided that (i) no Event of Default has
         occurred and is continuing under the Loan Agreement, the Note, this
         Security Instrument or any of the other Loan Documents, (ii) Borrower
         is permitted to do so under the provisions of any other mortgage, deed
         of trust or deed to secure debt affecting the Property, (iii) such
         proceeding shall suspend the collection of the Labor and Material Costs
         from Borrower and from the Property or Borrower shall have paid all of
         the Labor and Material Costs under protest, (iv) such proceeding shall
         be permitted under and be conducted in accordance with the provisions
         of any other instrument to which Borrower is subject and shall not
         constitute a default thereunder, (v) neither the Property nor any part
         thereof or interest therein will be in danger of being sold, forfeited,
         terminated, canceled or lost, and (vi) Borrower shall have furnished
         the security as may be required in the proceeding, or as may be
         reasonably requested by Lender to insure the payment of any contested
         Labor and Material Costs, together with all interest and penalties
         thereon.



<PAGE>



         Section 3.7    PERFORMANCE OF OTHER AGREEMENTS. Borrower shall observe
and perform each and every term, covenant and provision to be observed or
performed by Borrower pursuant to the Loan Agreement, any other Loan Document
and any other agreement or recorded instrument affecting or pertaining to the
Property and any amendments, modifications or changes thereto.

         Section 3.8    CHANGE OF NAME, IDENTITY OR STRUCTURE. Borrower shall
not change Borrower's name, identity (including its trade name or names) or, if
not an individual, Borrower's corporate, partnership or other structure without
notifying Lender of such change in writing at least thirty (30) days prior to
the effective date of such change and, in the case of a change in Borrower's
structure, without first obtaining the prior written consent of Lender. Borrower
shall execute and deliver to Lender, prior to or contemporaneously with the
effective date of any such change, any financing statement or financing
statement change required by Lender to establish or maintain the validity,
perfection and priority of the security interest granted herein. At the request
of Lender, Borrower shall execute a certificate in form satisfactory to Lender
listing the trade names under which Borrower intends to operate the Property,
and representing and warranting that Borrower does business under no other trade
name with respect to the Property.

                                  Article 4 -

                            OBLIGATIONS AND RELIANCES

         Section 4.1    RELATIONSHIP OF BORROWER AND LENDER. The relationship
between Borrower and Lender is solely that of debtor and creditor, and Lender
has no fiduciary or other special relationship with Borrower, and no term or
condition of any of the Loan Agreement, the Note, this Security Instrument and
the other Loan Documents shall be construed so as to deem the relationship
between Borrower and Lender to be other than that of debtor and creditor.

         Section 4.2    NO RELIANCE ON LENDER. The general partners, members,
principals and (if Borrower is a trust) beneficial owners of Borrower are
experienced in the ownership and operation of properties similar to the
Property, and Borrower and Lender are relying solely upon such expertise and
business plan in connection with the ownership and operation of the Property.
Borrower is not relying on Lender's expertise, business acumen or advice in
connection with the Property.

         Section 4.3    NO LENDER OBLIGATIONS. (a) Notwithstanding the
provisions of SUBSECTIONS 1.1(h) and (n) or SECTION 1.2, Lender is not
undertaking the performance of (i) any obligations under the Leases; or (ii) any
obligations with respect to such agreements, contracts, certificates,
instruments, franchises, permits, trademarks, licenses and other documents.

                 (b) By accepting or approving anything required to be
         observed, performed or fulfilled or to be given to Lender pursuant to
         this Security Instrument, the Loan Agreement, the Note or the other
         Loan Documents, including, without limitation, any officer's
         certificate, balance sheet, statement of profit and loss or other
         financial statement, survey, appraisal, or insurance policy,




<PAGE>



         Lender shall not be deemed to have warranted, consented to, or affirmed
         the sufficiency, the legality or effectiveness of same, and such
         acceptance or approval thereof shall not constitute any warranty or
         affirmation with respect thereto by Lender.

         Section 4.4    RELIANCE. Borrower recognizes and acknowledges that in
accepting the Loan Agreement, the Note, this Security Instrument and the other
Loan Documents, Lender is expressly and primarily relying on the truth and
accuracy of the warranties and representations set forth in Section 4.1 of the
Loan Agreement without any obligation to investigate the Property and
notwithstanding any investigation of the Property by Lender; that such reliance
existed on the part of Lender prior to the date hereof, that the warranties and
representations are a material inducement to Lender in making the Loan; and that
Lender would not be willing to make the Loan and accept this Security Instrument
in the absence of the warranties and representations as set forth in Section 4.1
of the Loan Agreement.

                                  Article 5 -

                               FURTHER ASSURANCES

         Section 5.1    RECORDING OF SECURITY INSTRUMENT, ETC. Borrower
forthwith upon the execution and delivery of this Security Instrument and
thereafter, from time to time, will cause this Security Instrument and any of
the other Loan Documents creating a lien or security interest or evidencing the
lien hereof upon the Property and each instrument of further assurance to be
filed, registered or recorded in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to
protect and perfect the lien or security interest hereof upon, and the interest
of Lender in, the Property. Borrower will pay all taxes, filing, registration or
recording fees, and all expenses incident to the preparation, execution,
acknowledgment and/or recording of the Note, this Security Instrument, the other
Loan Documents, any note, deed of trust or mortgage supplemental hereto, any
security instrument with respect to the Property and any instrument of further
assurance, and any modification or amendment of the foregoing documents, and all
federal, state, county and municipal taxes, duties, imposts, assessments and
charges arising out of or in connection with the execution and delivery of this
Security Instrument, any deed of trust or mortgage supplemental hereto, any
security instrument with respect to the Property or any instrument of further
assurance, and any modification or amendment of the foregoing documents, except
where prohibited by law so to do.

         Section 5.2    FURTHER ACTS, ETC. Borrower will, at the cost of
Borrower, and without expense to Lender, do, execute, acknowledge and deliver
all and every such further acts, deeds, conveyances, deeds of trust,
assignments, notices of assignments, transfers and assurances as Lender shall,
from time to time, reasonably require, for the better assuring, conveying,
assigning, transferring, and confirming unto Lender the property and rights
hereby deeded, granted, bargained, sold, conveyed, confirmed, pledged, assigned,
warranted and transferred or intended now or hereafter so to be, or which
Borrower may be or may hereafter become bound to convey or assign to Lender, or
for carrying out the intention or facilitating the performance of the terms of
this Security Instrument or for filing, registering or recording this Security
Instrument, or for complying with all Legal Requirements. Borrower, on demand,
will execute and deliver,




<PAGE>



and in the event it shall fail to so execute and deliver, hereby authorizes
Lender to execute in the name of Borrower or without the signature of Borrower
to the extent Lender may lawfully do so, one or more financing statements to
evidence more effectively the security interest of Lender in the Property.
Borrower grants to Lender an irrevocable power of attorney coupled with an
interest for the purpose of exercising and perfecting any and all rights and
remedies available to Lender at law and in equity, including without limitation
such rights and remedies available to Lender pursuant to this Section 5.2.
Nothing contained in this SECTION 5.2 shall be deemed to create an obligation on
the part of Borrower to pay any costs and expenses incurred by Lender in
connection with the Securitization or other sale or transfer of the Loan.

         Section 5.3    CHANGES IN TAX, DEBT, CREDIT AND DOCUMENTARY STAMP LAWS.
(a) If any law is enacted or adopted or amended after the date of this Security
Instrument which deducts the Debt from the value of the Property for the purpose
of taxation or which imposes a tax, either directly or indirectly, on the Debt
or Lender's interest in the Property, Borrower will pay the tax, with interest
and penalties thereon, if any. If Lender is advised by counsel chosen by it that
the payment of tax by Borrower would be unlawful or taxable to Lender or
unenforceable or provide the basis for a defense of usury then Lender shall have
the option by written notice of not less than one hundred twenty (120) days to
declare the Debt immediately due and payable.

                  (b) Borrower will not claim or demand or be entitled to any
         credit or credits on account of the Debt for any part of the Taxes or
         Other Charges assessed against the Property, or any part thereof, and
         no deduction shall otherwise be made or claimed from the assessed value
         of the Property, or any part thereof, for real estate tax purposes by
         reason of this Security Instrument or the Debt. If such claim, credit
         or deduction shall be required by law, Lender shall have the option, by
         written notice of not less than one hundred twenty (120) days, to
         declare the Debt immediately due and payable.

                  (c) If at any time the United States of America, any State
         thereof or any subdivision of any such State shall require revenue or
         other stamps to be affixed to the Note, this Security Instrument, or
         any of the other Loan Documents or impose any other tax or charge on
         the same, Borrower will pay for the same, with interest and penalties
         thereon, if any.

         Section 5.4 SPLITTING OF MORTGAGE. This Security Instrument and the
Note shall, at any time until the same shall be fully paid and satisfied, at the
sole election of Lender, be split or divided into two or more notes and two or
more security instruments, each of which shall cover all or a portion of the
Property to be more particularly described therein. To that end, Borrower, upon
written request of Lender, shall execute, acknowledge and deliver, or cause to
be executed, acknowledged and delivered by the then owner of the Property, to
Lender and/or its designee or designees substitute notes and security
instruments in such principal amounts, aggregating not more than the then unpaid
principal amount of this Security Instrument, and containing terms, provisions
and clauses similar to those contained herein and in the Note, and such other
documents and instruments as may be required by Lender.



<PAGE>



         Section 5.5    REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of
an officer of Lender as to the loss, theft, destruction or mutilation of the
Note or any other Loan Document which is not of public record, and, in the case
of any such mutilation, upon surrender and cancellation of such Note or other
Loan Document, Borrower will issue, in lieu thereof, a replacement Note or other
Loan Document, dated the date of such lost, stolen, destroyed or mutilated Note
or other Loan Document in the same principal amount thereof and otherwise of
like tenor.

                                  Article 6 -

                             DUE ON SALE/ENCUMBRANCE

         Section 6.1    LENDER RELIANCE. Borrower acknowledges that Lender has
examined and relied on the experience of Borrower and its general partners,
members, principals and (if Borrower is a trust) beneficial owners in owning and
operating properties such as the Property in agreeing to make the Loan, and will
continue to rely on Borrower's ownership of the Property as a means of
maintaining the value of the Property as security for repayment of the Debt and
the performance of the Other Obligations. Borrower acknowledges that Lender has
a valid interest in maintaining the value of the Property so as to ensure that,
should Borrower default in the repayment of the Debt or the performance of the
Other Obligations, Lender can recover the Debt by a sale of the Property.

         Section 6.2    NO SALE/ENCUMBRANCE. Borrower agrees that Borrower shall
not, without the prior written consent of Lender, sell, convey, mortgage, grant,
bargain, encumber, pledge, assign, or otherwise transfer the Property or any
part thereof or permit the Property or any part thereof to be sold, conveyed,
mortgaged, granted, bargained, encumbered, pledged, assigned, or otherwise
transferred, unless Lender shall consent thereto in accordance with SECTION 6.4
hereof.

         Section 6.3    SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage,
grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning
of this Article 6 shall be deemed to include, but not be limited to, (a) an
installment sales agreement wherein Borrower agrees to sell the Property or any
part thereof for a price to be paid in installments; (b) an agreement by
Borrower leasing all or a substantial part of the Property for other than actual
occupancy by a space tenant thereunder or a sale, assignment or other transfer
of, or the grant of a security interest in, Borrower's right, title and interest
in and to any Leases or any Rents; (c) the voluntary or involuntary sale,
conveyance, transfer or pledge of the stock of the general partner of Borrower
(or the stock of any corporation directly or indirectly controlling such general
partner by operation of law or otherwise) or the creation or issuance of new
stock by which an aggregate of more than ten percent (10%) of such general
partner's stock shall be vested in a party or parties who are not now
stockholders; (d) the voluntary or involuntary sale, conveyance, transfer or
pledge of any general or limited partnership interest in Borrower; (e) if
Borrower, any general partner of Borrower, any guarantor or any indemnitor is a
limited liability company, the change, removal or resignation of a member or
managing member or the transfer or pledge of the interest of any member or
managing member or any profits or proceeds relating to such interest; or (f) any
other transfer prohibited by the terms of the Loan Agreement.






<PAGE>



         Section 6.4    LENDER'S RIGHTS. Lender reserves the right to condition
the consent required hereunder upon (a) a modification of the terms hereof and
of the Loan Agreement, the Note or the other Loan Documents; (b) an assumption
of the Loan Agreement, the Note, this Security Instrument and the other Loan
Documents as so modified by the proposed transferee, subject to the provisions
of Section 9.4 of the Loan Agreement; (c) payment of all of Lender's reasonable
expenses incurred in connection with such transfer; (d) the confirmation in
writing by the applicable Rating Agencies that the proposed transfer will not,
in and of itself, result in a downgrade, qualification or withdrawal of the
initial, or, if higher, then current ratings assigned in connection with any
Securitization; (e) the delivery of a nonconsolidation opinion reflecting the
proposed transfer satisfactory in form and substance to Lender; (f) the proposed
transferee's continued compliance with the representations and covenants set
forth in Section 4.1.30 and 5.2.14 of the Loan Agreement; (g) the delivery of
evidence satisfactory to Lender that the single purpose nature and bankruptcy
remoteness of Borrower, its shareholders, partners or members, as the case may
be, following such transfers are in accordance with the standards of the Rating
Agencies; (h) the proposed transferee's ability to satisfy Lender's then-current
underwriting standards; (i) payment of a transfer fee to Lender equal to 1% of
the outstanding principal balance of the Loan at the time of such transfer; or
(j) such other conditions as Lender shall determine in its reasonable discretion
to be in the interest of Lender, including, without limitation, the
creditworthiness, reputation and qualifications of the transferee with respect
to the Loan and the Property. Lender shall not be required to demonstrate any
actual impairment of its security or any increased risk of default hereunder in
order to declare the Debt immediately due and payable upon Borrower's sale,
conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or
transfer of the Property without Lender's consent. This provision shall apply to
every sale, conveyance, mortgage, grant, bargain, encumbrance, pledge,
assignment, or transfer of the Property regardless of whether voluntary or not,
or whether or not Lender has consented to any previous sale, conveyance,
mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the
Property.

         Notwithstanding anything to the contrary contained in this Article 6,
and in addition to the transfers permitted hereunder, following the sale of the
Loan in a securitization, Lender's consent to a sale, assignment, or other
transfer of the Property shall not be withheld provided that Lender receives
sixty (60) days prior written notice of such transfer hereunder and no Event of
Default has occurred and is continuing, and further provided that, the following
additional requirements are satisfied:

                  (a) Borrower shall pay Lender a transfer fee equal to 1% of
         the outstanding principal balance of the Loan at the time of such
         transfer;

                  (b) Borrower shall pay any and all out-of-pocket costs
         incurred in connection with the transfer of the Property (including,
         without limitation, Lender's counsel fees and disbursements and all
         recording fees, title insurance premiums and mortgage and intangible
         taxes and the fees and expenses of the Rating Agencies pursuant to
         clause (x) below);

                  (c) The proposed transferee (the "Transferee") or Transferee's
         Principals (hereinafter defined) must have demonstrated expertise in
         owning and operating properties similar in location, size and operation
         to the Property, which




<PAGE>



         expertise shall be reasonably determined by Lender. The term
         "Transferee's Principals" shall include Transferee's (A) managing
         members, general partners or principal shareholders and (B) such other
         members, partners or shareholders which directly or indirectly shall
         own a 15% or greater interest in Transferee;

                  (d) Transferee and Transferee's Principals shall, as of the
         date of such transfer, have an aggregate net worth and liquidity
         reasonably acceptable to Lender;

                  (e) Transferee, Transferee's Principals and all other entities
         which may be owned or controlled directly or indirectly by Transferee's
         Principals ("Related Entities") must not have been a party to any
         bankruptcy proceedings, voluntary or involuntary, made an assignment
         for the benefit of creditors or taken advantage of any insolvency act,
         or any act for the benefit of debtors within seven (7) years prior to
         the date of the proposed transfer of the Property;

                  (f) Transferee shall assume all of the obligations of Borrower
         under the Loan Documents in a manner satisfactory to Lender in all
         respects, including, without limitation, by entering into an assumption
         agreement in form and substance satisfactory to Lender and one or more
         Transferee's Principals having an aggregated net worth and liquidity
         reasonably acceptable to Lender shall execute in favor of Lender a
         Guaranty of Recourse Obligations and Environmental Indemnity Agreement
         in form acceptable to Lender;

                  (g) There shall be no material litigation or regulatory action
         pending or threatened against Transferee, Transferee's Principals or
         Related Entities which is not reasonably acceptable to Lender;

                  (h) Transferee, Transferee's Principals and Related Entities
         shall not have defaulted under its or their obligations with respect to
         any other indebtedness in a manner which is not reasonably acceptable
         to Lender;

                  (i) No Event of Default or event which, with the giving of
         notice, passage of time or both, shall constitute an Event of Default,
         shall otherwise occur as a result of such transfer, and Transferee and
         Transferee's Principals shall deliver (A) all organization
         documentation reasonably requested by Lender, which shall be reasonably
         satisfactory to Lender, and (B) all certificates, agreements and
         covenants reasonably required by Lender; and

                  (j) Borrower shall deliver, at its sole cost and expense, an
         endorsement to the existing title policy insuring the Security
         Instrument, as modified by the assumption agreement, as a valid first
         lien on the Property and naming the Transferee as owner of the
         Property, which endorsement shall insure that, as of the date of the
         recording of the assumption agreement, the Property shall not be
         subject to any additional exceptions or liens other than those
         contained in the title policy issued on the date hereof.



<PAGE>



         In addition to the foregoing, Lender shall have the right to condition
the consent required hereunder upon the confirmation in writing by the
applicable Rating Agencies that the proposed transfer to, and assumption of the
Loan by, the Transferee will not, in and of itself, result in a downgrade,
qualification or withdrawal of the initial, or, if higher, then current ratings
assigned in connection with any Securitization.

         Immediately upon a transfer of the Property to such Transferee and the
satisfaction of all of the above requirements, the named Borrower herein shall
be released from all liability under this Security Instrument, the Note and the
other Loan Documents accruing after such transfer. The foregoing release shall
be effective upon the date of such transfer, but Lender agrees to provide
written evidence thereof reasonably requested by Borrower.

                                  Article 7 -

                        RIGHTS AND REMEDIES UPON DEFAULT

         Section 7.1    REMEDIES. Upon the occurrence and during the continuance
of any Event of Default, Borrower agrees that Lender may take such action,
without notice or demand, as it deems advisable to protect and enforce its
rights against Borrower and in and to the Property, including, but not limited
to, the following actions, each of which may be pursued concurrently or
otherwise, at such time and in such order as Lender may determine, in its sole
discretion, without impairing or otherwise affecting the other rights and
remedies of Lender:

                  (a) declare the entire unpaid Debt to be immediately due and
         payable;

                  (b) institute proceedings, judicial or otherwise, for the
         complete foreclosure of this Security Instrument under any applicable
         provision of law, in which case the Property or any interest therein
         may be sold for cash or upon credit in one or more parcels or in
         several interests or portions and in any order or manner;

                  (c) with or without entry, to the extent permitted and
         pursuant to the procedures provided by applicable law, institute
         proceedings for the partial foreclosure of this Security Instrument for
         the portion of the Debt then due and payable, subject to the continuing
         lien and security interest of this Security Instrument for the balance
         of the Debt not then due, unimpaired and without loss of priority;

                  (d) at any time after the exercise by Lender of the option to
         declare the Debt to be immediately due and payable, Lender may direct
         Trustee, in writing, to foreclose upon and sell the Property to satisfy
         the Debt at public auction at the front door of the courthouse in the
         county in which the Property is situate, for cash in hand on the date
         of sale, after first giving notice of such sale by publishing such
         notice in a qualified newspaper of general circulation in the
         publication area of which includes the county where the Property is
         located, once a week for two successive weeks preceding the date of
         sale and after giving notice to Borrower and to any subordinate
         lienholder who has previously notified Lender of the




<PAGE>



         existence of a subordinate lien, at least twenty days prior to the
         sale, and no other notice of such sale shall be required. Borrower
         agrees that any sale made hereunder may be adjourned from time to time
         without notice other than oral proclamation of such adjournment at the
         time and place of sale, or at the time and place of any adjourned sale.
         Out of the proceeds of such sale, the Trustee shall pay, first, the
         costs and expenses of executing the trust, including an amount equal to
         2% of the gross proceeds of sale, or the sum of $100, whichever amount
         shall be greater, to Trustee, or to the one so acting, as his or their
         commission hereunder; second, to Lender and Trustee all moneys which
         they or any of them may have paid for taxes, assessments or other
         governmental charges or fee, insurance, repairs, court costs, and all
         other costs and expenses incurred or paid under the provisions of this
         Security Instrument, together with interest thereon at the Default Rate
         from the date of payment; third, to Lender the full amount due and
         unpaid on the Note and all other Debt hereby secured, together with all
         interest accrued thereon to date of payment; and fourth, the balance,
         if any to Borrower, its successors or assigns, upon delivery of and
         surrender to the purchaser or purchasers of possession of the Property
         less the expense, if any, of obtaining such possession. Trustee is
         hereby authorized to act by agent or attorney in the execution of this
         trust. It shall not be necessary for Trustee to be present in person at
         any foreclosure sale hereunder;

                           (i) At the direction of Lender, Trustee shall be
                  entitled to elect to proceed against any or all of the Real
                  Property, Personal Property, Equipment and Fixtures in any
                  manner permitted under applicable law; and if Lender so elects
                  the power of sale herein granted shall be exercisable with
                  respect to all or any of the Real Property, Personal Property,
                  Equipment and Fixtures covered hereby, as designated by
                  Lender, and Trustee is hereby authorized and empowered to
                  conduct any such sale of any Real Property, Personal Property,
                  Equipment and Fixtures in accordance with the procedures
                  applicable to Real Property;

                           (ii) Should Trustee sell any portion of the Property
                  which is Real Property or which is Personal Property,
                  Equipment or Fixtures that the Lender has elected under
                  applicable law to sell together with Real Property in
                  accordance with the laws governing a sale of Real Property,
                  Trustee shall give such notice of Event of Default, if any,
                  and election to sell as may then be required by law.
                  Thereafter, upon the expiration of such time and the giving of
                  such notice of sale as may then be required by law, and
                  without the necessity of any demand on Borrower, Trustee at
                  the time and place specified in the notice of sale, shall sell
                  such Real Property or part thereof at public auction to the
                  highest bidder for cash in lawful money of the United States.
                  Lender may from time to time postpone any sale hereunder by
                  public announcement thereof at the time and place noticed
                  therefor;

                           (iii) If the Property consists of several lots,
                  parcels or items of property, Trustee shall, subject to
                  applicable law, (A) designate the order




<PAGE>



                  in which such lots, parcels or items shall be offered for sale
                  or sold, or (B) elect to sell such lots, parcels or items
                  through a single sale, or through two or more successive
                  sales, or in any other manner Trustee designates. Any Person,
                  including Borrower or Lender, may purchase at any sale
                  hereunder. Should Trustee choose to conduct more than one sale
                  or other disposition of the Property Trustee shall, subject to
                  applicable law, cause such sales or dispositions to be
                  conducted simultaneously, or successively, on the same day, or
                  at such different days or times and in such order as Trustee
                  may designate, and no such sale shall terminate or otherwise
                  affect the lien of this Security Instrument on any part of the
                  Property not sold until all the Debt has been paid in full. In
                  the event Trustee elects to dispose of the Property through
                  more than one sale, except as otherwise provided by applicable
                  law, Borrower agrees to pay the costs and expenses of each
                  such sale and of any judicial proceedings wherein such sale
                  may be made;

                  (e) institute an action, suit or proceeding in equity for the
         specific performance of any covenant, condition or agreement contained
         herein, in the Note, the Loan Agreement or in the other Loan Documents;

                  (f) recover judgment on the Note either before, during or
         after any proceedings for the enforcement of this Security Instrument
         or the other Loan Documents;

                  (g) apply for the appointment of a receiver, trustee,
         liquidator or conservator of the Property, without notice and without
         regard for the adequacy of the security for the Debt and without regard
         for the solvency of Borrower, any guarantor, indemnitor with respect to
         the Loan or of any Person, liable for the payment of the Debt;

                  (h) the license granted to Borrower under SECTION 1.2 hereof
         shall automatically be revoked and Lender may enter into or upon the
         Property, either personally or by its agents, nominees or attorneys and
         dispossess Borrower and its agents and servants therefrom, without
         liability for trespass, damages or otherwise and exclude Borrower and
         its agents or servants wholly therefrom, and take possession of all
         books, records and accounts relating thereto and Borrower agrees to
         surrender possession of the Property and of such books, records and
         accounts to Lender upon demand, and thereupon Lender may (i) use,
         operate, manage, control, insure, maintain, repair, restore and
         otherwise deal with all and every part of the Property and conduct the
         business thereat; (ii) complete any construction on the Property in
         such manner and form as Lender deems advisable; (iii) make alterations,
         additions, renewals, replacements and improvements to or on the
         Property; (iv) exercise all rights and powers of Borrower with respect
         to the Property, whether in the name of Borrower or otherwise,
         including, without limitation, the right to make, cancel, enforce or
         modify Leases, obtain and evict tenants, and demand, sue for, collect
         and receive all Rents of the Property and every part thereof; (v)
         require Borrower to pay monthly in advance to Lender, or




<PAGE>



         any receiver appointed to collect the Rents, the fair and reasonable
         rental value for the use and occupation of such part of the Property as
         may be occupied by Borrower; (vi) require Borrower to vacate and
         surrender possession of the Property to Lender or to such receiver and,
         in default thereof, Borrower may be evicted by summary proceedings or
         otherwise; and (vii) apply the receipts from the Property to the
         payment of the Debt, in such order, priority and proportions as Lender
         shall deem appropriate in its sole discretion after deducting therefrom
         all expenses (including reasonable attorneys' fees) incurred in
         connection with the aforesaid operations and all amounts necessary to
         pay the Taxes, Other Charges, insurance and other expenses in
         connection with the Property, as well as just and reasonable
         compensation for the services of Lender, its counsel, agents and
         employees;

                  (i) exercise any and all rights and remedies granted to a
         secured party upon default under the Uniform Commercial Code,
         including, without limiting the generality of the foregoing: (i) the
         right to take possession of the Fixtures, the Equipment, the Personal
         Property or any part thereof, and to take such other measures as Lender
         may deem necessary for the care, protection and preservation of the
         Fixtures, the Equipment, the Personal Property, and (ii) request
         Borrower at its expense to assemble the Fixtures, the Equipment, the
         Personal Property and make it available to Lender at a convenient place
         acceptable to Lender. Any notice of sale, disposition or other intended
         action by Lender with respect to the Fixtures, the Equipment, the
         Personal Property sent to Borrower in accordance with the provisions
         hereof at least ten (10) days prior to such action, shall constitute
         commercially reasonable notice to Borrower;

                  (j) apply any sums then deposited or held in escrow or
         otherwise by or on behalf of Lender in accordance with the terms of the
         Loan Agreement, this Security Instrument or any other Loan Document to
         the payment of the following items in any order in its uncontrolled
         discretion:

                           (i)   Taxes and Other Charges;

                           (ii)  Insurance Premiums;

                           (iii) Interest on the unpaid principal balance of the
                  Note;

                           (iv)  Amortization of the unpaid principal balance of
                  the Note;

                           (v)   All other sums payable pursuant to the Note,
                  the Loan Agreement, this Security Instrument and the other
                  Loan Documents, including without limitation advances made by
                  Lender pursuant to the terms of this Security Instrument;

                  (k) pursue such other remedies as Lender may have under
         applicable law; or



<PAGE>



                  (l) apply the undisbursed balance of any Net Proceeds
         Deficiency deposit, together with interest thereon, to the payment of
         the Debt in such order, priority and proportions as Lender shall deem
         to be appropriate in its discretion.

         Borrower agrees that any sale made hereunder may be adjourned from time
to time without notice other than oral proclamation of such adjournment at the
time and place of sale, or at the time and place of any adjourned sale.

In the event of a sale, by foreclosure, power of sale or otherwise, of less than
all of Property, this Security Instrument shall continue as a lien and security
interest on the remaining portion of the Property unimpaired and without loss of
priority.

         Lender reserves the right at any time to subordinate the lien of this
Security Instrument to any one or more of the leases now or in the future
pertaining to any part of the Property upon the unilateral execution and
recording by Lender of said subordination agreement prior to the filing of any
action by Lender to foreclose upon the Property, such subordination agreement to
be effective as of the date of execution of this Security Instrument as to those
leases identified by Lender in such subordination agreement.

         Section 7.2    APPLICATION OF PROCEEDS. The purchase money, proceeds
and avails of any disposition of the Property, and or any part thereof, or any
other sums collected by Lender pursuant to the Note, this Security Instrument or
the other Loan Documents, may be applied by Lender to the payment of the Debt in
such priority and proportions as Lender in its discretion shall deem proper, to
the extent consistent with law.

         Section 7.3    RIGHT TO CURE DEFAULTS. Upon the occurrence and during
the continuance of any Event of Default, Lender may remedy such Event of Default
in such manner and to such extent as Lender may deem necessary to protect the
security hereof, but without any obligation to do so and without notice to or
demand on Borrower, and without releasing Borrower from any obligation
hereunder. Lender is authorized to enter upon the Property for such purposes, or
appear in, defend, or bring any action or proceeding to protect its interest in
the Property or to foreclose this Security Instrument or collect the Debt, and
the cost and expense thereof (including reasonable attorneys' fees to the extent
permitted by law), with interest as provided in this SECTION 7.3, shall
constitute a portion of the Debt and shall be due and payable to Lender upon
demand. All such costs and expenses incurred by Lender in remedying such Event
of Default or such failed payment or act or in appearing in, defending, or
bringing any such action or proceeding shall bear interest at the Default Rate,
for the period after notice from Lender that such cost or expense was incurred
to the date of payment to Lender. All such costs and expenses incurred by Lender
together with interest thereon calculated at the Default Rate shall be deemed to
constitute a portion of the Debt and be secured by this Security Instrument and
the other Loan Documents and shall be immediately due and payable upon demand by
Lender therefor.

         Section 7.4    ACTIONS AND PROCEEDINGS. Lender has the right to appear
in and defend any action or proceeding brought with respect to the Property and
to bring any action or proceeding, in the name and on behalf of Borrower, which
Lender, in its discretion, decides should be brought to protect its interest in
the Property.



<PAGE>



         Section 7.5    RECOVERY OF SUMS REQUIRED TO BE PAID. Lender shall have
the right from time to time to take action to recover any sum or sums which
constitute a part of the Debt as the same become due, without regard to whether
or not the balance of the Debt shall be due, and without prejudice to the right
of Lender thereafter to bring an action of foreclosure, or any other action, for
a default or defaults by Borrower existing at the time such earlier action was
commenced.

         Section 7.6    EXAMINATION OF BOOKS AND RECORDS. At reasonable times
and upon reasonable notice, Lender, its agents, accountants and attorneys shall
have the right to examine the records, books, management and other papers of
Borrower which reflect upon their financial condition, at the Property or at any
office regularly maintained by Borrower where the books and records are located.
Lender and its agents shall have the right to make copies and extracts from the
foregoing records and other papers. In addition, at reasonable times and upon
reasonable notice, Lender, its agents, accountants and attorneys shall have the
right to examine and audit the books and records of Borrower pertaining to the
income, expenses and operation of the Property during reasonable business hours
at any office of Borrower where the books and records are located. This SECTION
7.6 shall apply throughout the term of the Note and without regard to whether an
Event of Default has occurred or is continuing.

         Section 7.7    OTHER RIGHTS, ETC. (a) The failure of Lender to insist
upon strict performance of any term hereof shall not be deemed to be a waiver of
any term of this Security Instrument. Borrower shall not be relieved of
Borrower's obligations hereunder by reason of (i) the failure of Lender to
comply with any request of Borrower or any guarantor or indemnitor with respect
to the Loan to take any action to foreclose this Security Instrument or
otherwise enforce any of the provisions hereof or of the Note or the other Loan
Documents, (ii) the release, regardless of consideration, of the whole or any
part of the Property, or of any person liable for the Debt or any portion
thereof, or (iii) any agreement or stipulation by Lender extending the time of
payment or otherwise modifying or supplementing the terms of the Note, this
Security Instrument or the other Loan Documents.

                  (b) It is agreed that the risk of loss or damage to the
         Property is on Borrower, and Lender shall have no liability whatsoever
         for decline in value of the Property, for failure to maintain the
         Policies, or for failure to determine whether insurance in force is
         adequate as to the amount of risks insured. Possession by Lender shall
         not be deemed an election of judicial relief, if any such possession is
         requested or obtained, with respect to any Property or collateral not
         in Lender's possession.

                  (c) Trustee or Lender may resort for the payment of the Debt
         to any other security held by Trustee or Lender in such order and
         manner as Trustee or Lender, in its discretion, may elect. Lender may
         take action to recover the Debt, or any portion thereof, or to enforce
         any covenant hereof without prejudice to the right of Trustee or Lender
         thereafter to foreclose this Security Instrument. The rights of Lender
         and Trustee under this Security Instrument shall be separate, distinct
         and cumulative and none shall be given effect to the exclusion of the
         others. No act of Trustee or Lender shall be construed as an election
         to proceed under any one provision herein to the exclusion of any other
         provision. Lender




<PAGE>



         and Trustee shall not be limited exclusively to the rights and remedies
         herein stated but shall be entitled to every right and remedy now or
         hereafter afforded at law or in equity.

         Section 7.8    RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. Lender
may release any portion of the Property for such consideration as Lender may
require without, as to the remainder of the Property, in any way impairing or
affecting the lien or priority of this Security Instrument, or improving the
position of any subordinate lienholder with respect thereto, except to the
extent that the obligations hereunder shall have been reduced by the actual
monetary consideration, if any, received by Lender for such release, and may
accept by assignment, pledge or otherwise any other property in place thereof as
Lender may require without being accountable for so doing to any other
lienholder. This Security Instrument shall continue as a lien and security
interest in the remaining portion of the Property.

         Section 7.9    VIOLATION OF LAWS. If the Property is not in material
compliance with Legal Requirements, Lender may impose additional requirements
upon Borrower in connection herewith including, without limitation, monetary
reserves or financial equivalents.

         Section 7.10   RECOURSE AND CHOICE OF REMEDIES. Notwithstanding any
other provision of this Security Instrument or the Loan Agreement, including,
without limitation, Section 9.4 of the Loan Agreement, Lender and other
Indemnified Parties (as hereinafter defined) are entitled to enforce the
obligations of Borrower, any guarantor and indemnitor contained in Sections 9.2,
9.3 and 9.4 herein and Section 9.2 of the Loan Agreement without first resorting
to or exhausting any security or collateral and without first having recourse to
the Note or any of the Property, through foreclosure, exercise of a power of
sale or acceptance of a deed in lieu of foreclosure or otherwise, and in the
event Lender commences a foreclosure action against the Property, or exercises
the power of sale pursuant to this Security Instrument, Lender is entitled to
pursue a deficiency judgment with respect to such obligations against Borrower
and any guarantor or indemnitor with respect to the Loan. The provisions of
Sections 9.2, 9.3 and 9.4 herein and Section 9.2 of the Loan Agreement are
exceptions to any non-recourse or exculpation provisions in the Loan Agreement,
the Note, this Security Instrument or the other Loan Documents, and Borrower and
any guarantor or indemnitor with respect to the Loan are fully and personally
liable for the obligations pursuant to Sections 9.2, 9.3 and 9.4 herein and
Section 9.2 of the Loan Agreement. The liability of Borrower and any guarantor
or indemnitor with respect to the Loan pursuant to Sections 9.2, 9.3 and 9.4
herein and Section 9.2 of the Loan Agreement is not limited to the original
principal amount of the Note. Notwithstanding the foregoing, nothing herein
shall inhibit or prevent Lender from foreclosing or exercising a power of sale
pursuant to this Security Instrument or exercising any other rights and remedies
pursuant to the Loan Agreement, the Note, this Security Instrument and the other
Loan Documents, whether simultaneously with foreclosure proceedings or in any
other sequence. A separate action or actions may be brought and prosecuted
against Borrower pursuant to Sections 9.2, 9.3 and 9.4 herein and Section 9.2 of
the Loan Agreement, whether or not action is brought against any other Person or
whether or not any other Person is joined in the action or actions. In addition,
Lender shall have the right but not the obligation to join and participate in,
as a party if it so elects, any administrative or judicial proceedings or
actions initiated in connection with any matter addressed in Article 8 or
Section 9.4 herein.



<PAGE>



         Section 7.11   RIGHT OF ENTRY. Upon reasonable notice to Borrower,
Lender and its agents shall have the right to enter and inspect the Property at
all reasonable times.

                                  Article 8 -

                              ENVIRONMENTAL HAZARDS

         Section 8.1    ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Based
upon an environmental assessment of the Property and information that Borrower
knows after due inquiry of the Manager, and except as otherwise disclosed by
that certain Environmental Site Assessment of the Property delivered to Lender
(such report is referred to below as the "ENVIRONMENTAL REPORT"), (a) there are
no Hazardous Substances (defined below) or underground storage tanks in, on, or
under the Property, except those that are both (i) in compliance with
Environmental Laws (defined below) and with permits issued pursuant thereto and
(ii) fully disclosed to Lender in writing pursuant the Environmental Report; (b)
there are no past, present or threatened Releases (defined below) of Hazardous
Substances in, on, under or from the Property which has not been fully
remediated in accordance with Environmental Law; (c) there is no threat of any
Release of Hazardous Substances migrating to the Property; (d) there is no past
or present non-compliance with Environmental Laws, or with permits issued
pursuant thereto, in connection with the Property which has not been fully
remediated in accordance with Environmental Law; (e) Borrower does not know of,
and has not received, any written or oral notice or other communication from any
Person (including but not limited to a governmental entity) relating to
Hazardous Substances or Remediation (defined below) thereof, of possible
liability of any Person pursuant to any Environmental Law, other environmental
conditions in connection with the Property, or any actual or potential
administrative or judicial proceedings in connection with any of the foregoing;
and (f) Borrower has truthfully and fully provided to Lender, in writing, any
and all information relating to conditions in, on, under or from the Property
that is known to Borrower and that is contained in Borrower's files and records,
including but not limited to any reports relating to Hazardous Substances in,
on, under or from the Property and/or to the environmental condition of the
Property.

         "ENVIRONMENTAL LAW" means any present and future federal, state and
local laws, statutes, ordinances, rules, regulations and the like, as well as
common law, relating to protection of human health or the environment, relating
to Hazardous Substances, relating to liability for or costs of Remediation or
prevention of Releases of Hazardous Substances or relating to liability for or
costs of other actual or threatened danger to human health or the environment.
Environmental Law includes, but is not limited to, the following statutes, as
amended, any successor thereto, and any regulations promulgated pursuant
thereto, and any state or local statutes, ordinances, rules, regulations and the
like addressing similar issues: the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource
Conservation and Recovery Act (including but not limited to Subtitle I relating
to underground storage tanks); the Solid Waste Disposal Act; the Clean Water
Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution
Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the
Endangered Species Act; the National Environmental Policy Act; and the River and
Harbors Appropriation Act. Environmental Law also includes, but is not limited
to, any present and




<PAGE>



future federal, state and local laws, statutes, ordinances, rules, regulations
and the like, as well as common law: conditioning transfer of property upon a
negative declaration or other approval of a governmental authority of the
environmental condition of the Property; requiring notification or disclosure of
Releases of Hazardous Substances or other environmental condition of the
Property to any governmental authority or other Person, whether or not in
connection with transfer of title to or interest in property; imposing
conditions or requirements in connection with permits or other authorization for
lawful activity; relating to nuisance, trespass or other causes of action
related to the Property; and relating to wrongful death, personal injury, or
property or other damage in connection with any physical condition or use of the
Property.

         "HAZARDOUS SUBSTANCES" include but are not limited to any and all
substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances, hazardous
materials, extremely hazardous wastes, or words of similar meaning or regulatory
effect under any present or future Environmental Laws or that may have a
negative impact on human health or the environment, including but not limited to
petroleum and petroleum products, asbestos and asbestos-containing materials,
polychlorinated biphenyls, lead, radon, radioactive materials, flammables and
explosives, but excluding substances of kinds and in amounts ordinarily and
customarily used or stored in similar properties for the purpose of cleaning or
other maintenance or operations and otherwise in compliance with all
Environmental Laws.

         "RELEASE" of any Hazardous Substance includes but is not limited to any
release, deposit, discharge, emission, leaking, spilling, seeping, migrating,
injecting, pumping, pouring, emptying, escaping, dumping, disposing or other
movement of Hazardous Substances.

         "REMEDIATION" includes but is not limited to any response, remedial,
removal, or corrective action, any activity to cleanup, detoxify, decontaminate,
contain or otherwise remediate any Hazardous Substance, any actions to prevent,
cure or mitigate any Release of any Hazardous Substance, any action to comply
with any Environmental Laws or with any permits issued pursuant thereto, any
inspection, investigation, study, monitoring, assessment, audit, sampling and
testing, laboratory or other analysis, or evaluation relating to any Hazardous
Substances or to anything referred to in Article 8.

         Section 8.2    ENVIRONMENTAL COVENANTS. Borrower covenants and agrees
that: (a) all uses and operations on or of the Property, whether by Borrower or
any other Person, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances
in, on, under or from the Property; (c) there shall be no Hazardous Substances
in, on, or under the Property, except those that are both (i) in compliance with
all Environmental Laws and with permits issued pursuant thereto and (ii) fully
disclosed to Lender in writing; (d) Borrower shall keep the Property free and
clear of all liens and other encumbrances imposed pursuant to any Environmental
Law, whether due to any act or omission of Borrower or any other Person (the
"ENVIRONMENTAL LIENS"); (e) Borrower shall, at its sole cost and expense, fully
and expeditiously cooperate in all activities pursuant to SECTION 8.3 below,
including but not limited to providing all relevant information and making
knowledgeable persons available for interviews; (f) Borrower shall, at its sole
cost and expense, perform any environmental site assessment or other
investigation of environmental conditions in connection with the Property,
pursuant to any reasonable written request of Lender made in the





<PAGE>



event that Lender has reason to believe that an environmental hazard exists on
the Property (including but not limited to sampling, testing and analysis of
soil, water, air, building materials and other materials and substances whether
solid, liquid or gas), and share with Lender the reports and other results
thereof, and Lender and other Indemnified Parties shall be entitled to rely on
such reports and other results thereof; (g) Borrower shall, at its sole cost and
expense, comply with all reasonable written requests of Lender made in the event
that Lender has reason to believe that an environmental hazard exists on the
Property (i) reasonably effectuate Remediation of any condition (including but
not limited to a Release of a Hazardous Substance) in, on, under or from the
Property; (ii) comply with any Environmental Law; (iii) comply with any
directive from any governmental authority; and (iv) take any other reasonable
action necessary or appropriate for protection of human health or the
environment; (h) Borrower shall not do or allow any tenant or other user of the
Property to do any act that materially increases the dangers to human health or
the environment, poses an unreasonable risk of harm to any Person (whether on or
off the Property), impairs or may impair the value of the Property, is contrary
to any requirement of any insurer, constitutes a public or private nuisance,
constitutes waste, or violates any covenant, condition, agreement or easement
applicable to the Property; and (i) Borrower shall immediately notify Lender in
writing of (A) any presence or Releases or threatened Releases of Hazardous
Substances in, on, under, from or migrating towards the Property; (B) any
non-compliance with any Environmental Laws related in any way to the Property;
(C) any actual or potential Environmental Lien; (D) any required or proposed
Remediation of environmental conditions relating to the Property; and (E) any
written or oral notice or other communication of which Borrower becomes aware
from any source whatsoever (including but not limited to a governmental entity)
relating in any way to Hazardous Substances or Remediation thereof, possible
liability of any Person pursuant to any Environmental Law, other environmental
conditions in connection with the Property, or any actual or potential
administrative or judicial proceedings in connection with anything referred to
in this Article 8.

         Section 8.3    LENDER'S RIGHTS. In the event that Lender has reason to
believe that an environmental hazard exists on the Property, upon reasonable
notice from Lender, Borrower shall, at Borrower's expense, promptly cause an
engineer or consultant satisfactory to Lender to conduct any environmental
assessment or audit (the scope of which shall be determined in Lender's sole and
absolute discretion) and take any samples of soil, groundwater or other water,
air, or building materials or any other invasive testing requested by Lender and
promptly deliver the results of any such assessment, audit, sampling or other
testing; provided, however, if such results are not delivered to Lender within a
reasonable period, upon reasonable notice to Borrower, Lender and any other
Person designated by Lender, including but not limited to any receiver, any
representative of a governmental entity, and any environmental consultant,
shall have the right, but not the obligation, to enter upon the Property at all
reasonable times to assess any and all aspects of the environmental condition
of the Property and its use, including but not limited to conducting any
environmental assessment or audit (the scope of which shall be determined in
Lender's sole and absolute discretion) and taking samples of soil, groundwater
or other water, air, or building materials, and reasonably conducting other
invasive testing. Borrower shall cooperate with and provide access to Lender
and any such Person designated by Lender.




<PAGE>

                                  Article 9 -

                                 INDEMNIFICATION

         Section 9.1    GENERAL INDEMNIFICATION. Borrower shall, at its sole
cost and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses, costs, expenses, diminutions in value,
fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in
settlement, punitive damages, foreseeable and unforeseeable consequential
damages, of whatever kind or nature (including but not limited to reasonable
attorneys' fees and other costs of defense) (collectively, the "LOSSES") imposed
upon or incurred by or asserted against any Indemnified Parties and directly or
indirectly arising out of or in any way relating to any one or more of the
following: (a) ownership of this Security Instrument, the Property or any
interest therein or receipt of any Rents; (b) any amendment to, or restructuring
of, the Debt, and the Note, the Loan Agreement, this Security Instrument, or any
other Loan Documents; (c) any and all lawful action that may be taken by Lender
in connection with the enforcement of the provisions of this Security Instrument
or the Loan Agreement or the Note or any of the other Loan Documents, whether or
not suit is filed in connection with same, or in connection with Borrower, any
guarantor or indemnitor and/or any partner, joint venturer or shareholder
thereof becoming a party to a voluntary or involuntary federal or state
bankruptcy, insolvency or similar proceeding; (d) 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; (e) 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;
(f) any failure on the part of Borrower to perform or be in compliance with any
of the terms of this Security Instrument; (g) performance of any labor or
services or the furnishing of any materials or other property in respect of the
Property or any part thereof; (h) 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; (i) any failure of
the Property to be in compliance with any Legal Requirements; (j) the
enforcement by any Indemnified Party of the provisions of this Article 9; (k)
any and all claims and demands whatsoever which may be asserted against Lender
by reason of any alleged obligations or undertakings on its part to perform or
discharge any of the terms, covenants, or agreements contained in any Lease; (1)
the payment of any commission, charge or brokerage fee to anyone claiming
through Borrower which may be payable in connection with the funding of the
Loan; or (m) any misrepresentation made by Borrower in this Security Instrument
or any other Loan Document. Notwithstanding the foregoing, Borrower shall not be
liable to the Indemnified Parties under this SECTION 9.1 for any Losses to which
the Indemnified Parties may become subject to the extent such Losses arise by
reason of the gross negligence, illegal acts, fraud or willful misconduct of the
Indemnified Parties. Any amounts payable to Lender by reason of the application
of this SECTION 9.1 shall become immediately due and payable and shall bear
interest at the Default Rate from the date loss or damage is sustained by Lender
until paid. For purposes of this Article 9, the term "INDEMNIFIED PARTIES" means
Lender, Trustee and any Person who is or will have been involved




<PAGE>



in the origination of the Loan, any Person who is or will have been involved in
the servicing of the Loan secured hereby, any Person in whose name the
encumbrance created by this Security Instrument is or will have been recorded,
persons and entities who may hold or acquire or will have held a full or partial
interest in the Loan secured hereby (including, but not limited to, investors or
prospective investors in the Securities, as well as custodians, trustees and
other fiduciaries who hold or have held a full or partial interest in the Loan
secured hereby for the benefit of third parties) as well as the respective
directors, officers, shareholders, partners, employees, agents, servants,
representatives, contractors, subcontractors, affiliates, subsidiaries,
participants, successors and assigns of any and all of the foregoing (including
but not limited to any other Person who holds or acquires or will have held a
participation or other full or partial interest in the Loan, whether during the
term of the Loan or as a part of or following a foreclosure of the Loan and
including, but not limited to, any successors by merger, consolidation or
acquisition of all or a substantial portion of Lender's assets and business).

        Section 9.2     MORTGAGE AND/OR INTANGIBLE TAX. Borrower shall, at its
sole cost and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses imposed upon or incurred
by or asserted against any Indemnified Parties and directly or indirectly
arising out of or in any way relating to any tax on the making and/or recording
of this Security Instrument, the Note or any of the other Loan Documents, but
excluding any income, franchise or other similar taxes.

        Section 9.3     ERISA INDEMNIFICATION. Borrower shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses (including, without
limitation, reasonable attorneys' fees and costs incurred in the investigation,
defense, and settlement of Losses incurred in correcting any prohibited
transaction or in the sale of a prohibited loan, and in obtaining any individual
prohibited transaction exemption under ERISA that may be required, in Lender's
sole discretion) that Lender may incur, directly or indirectly, as a result of a
default under Sections 4.1.9 or 5.2.12 of the Loan Agreement.

        Section 9.4     ENVIRONMENTAL INDEMNIFICATION. Borrower shall, at its
sole cost and expense, protect, defend, indemnify, release and hold harmless
the Indemnified Parties from and against any and all Losses and costs of
Remediation (whether or not performed voluntarily), engineers' fees,
environmental consultants' fees, and costs of investigation (including but not
limited to sampling, testing, and analysis of soil, water, air, building
materials and other materials and substances whether solid, liquid or gas)
imposed upon or incurred by or asserted against any Indemnified Parties, and
directly or indirectly arising out of or in any way relating to any one or more
of the following: (a) any presence of any Hazardous Substances in, on, above,
or under the Property; (b) any past, present or threatened Release of Hazardous
Substances in, on, above, under or from the Property; (c) any activity by
Borrower, any Person affiliated with Borrower or any tenant or other user of
the Property in connection with any actual, proposed or threatened use,
treatment, storage, holding, existence, disposition or other Release,
generation, production, manufacturing, processing, refining, control,
management, abatement, removal, handling, transfer or transportation to or from
the Property of any Hazardous Substances at any tine located in, under, on or
above the Property; (d) any activity by Borrower, any Person affiliated with
Borrower or any tenant or other user of the Property in connection with any
actual or proposed Remediation of any Hazardous Substances at any time




<PAGE>



located in, under, on or above the Property, whether or not such Remediation is
voluntary or pursuant to court or administrative order, including but not
limited to any removal, remedial or corrective action; (e) any past or present
non-compliance or violations of any Environmental Laws (or permits issued
pursuant to any Environmental Law) in connection with the Property or operations
thereon, including but not limited to any failure by Borrower, any Affiliate of
Borrower or any tenant or other user of the Property to comply with any order of
any Governmental Authority in connection with any Environmental Laws; (f) the
imposition, recording or filing of any Environmental Lien encumbering the
Property; (g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in Article 8 and this
SECTION 9.4; (h) any past, present or threatened injury to, destruction of or
loss of natural resources in any way connected with the Property, including but
not limited to costs to investigate and assess such injury, destruction or loss;
(i) any acts of Borrower or other users of the Property in arranging for
disposal or treatment, or arranging with a transporter for transport for
disposal or treatment, of Hazardous Substances owned or possessed by such
Borrower or other users, at any facility or incineration vessel owned or
operated by another Person and containing such or any similar Hazardous
Substance; (j) any acts of Borrower or other users of the Property, in accepting
any Hazardous Substances for transport to disposal or treatment facilities,
incineration vessels or sites selected by Borrower or such other users, from
which there is a Release, or a threatened Release of any Hazardous Substance
which causes the incurrence of costs for Remediation; (k) any personal injury,
wrongful death, or property damage arising under any statutory or common law or
tort law theory, including but not limited to damages assessed for the
maintenance of a private or public nuisance or for the conducting of an
abnormally dangerous activity on or near the Property; and (1) any
misrepresentation or inaccuracy in any representation or warranty or material
breach or failure to perform any covenants or other obligations pursuant to
Article 8. Notwithstanding the foregoing, Borrower shall not be liable under
this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified
Parties may become subject to the extent such Losses or costs of Remediation
arise by reason of the gross negligence, illegal acts, fraud of willful
misconduct of the Indemnified Parties. This indemnity shall survive any
termination, satisfaction or foreclosure of this Security Instrument, subject to
the provisions of SECTION 10.5.

         Section 9.5    DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND
EXPENSES. Upon written request by any Indemnified Party, Borrower shall defend
such Indemnified Party (if requested by any Indemnified Party, in the name of
the Indemnified Party) by attorneys and other professionals approved by the
Indemnified Parties. Notwithstanding the foregoing, if the defendants in any
such claim or proceeding include both Borrower and any Indemnified Party and
Borrower and such Indemnified Party shall have reasonably concluded that there
are any legal defenses available to it and/or other Indemnified Parties that are
different from or additional to those available to Borrower, such Indemnified
Party shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on behalf of
such Indemnified Party, provided that no compromise or settlement shall be
entered without Borrower's consent, which consent shall not be unreasonably
withheld. Upon demand, Borrower shall pay or, in the sole and absolute
discretion of the Indemnified Parties, reimburse, the Indemnified Parties for
the payment of reasonable fees and disbursements of attorneys, engineers,
environmental consultants, laboratories and other professionals in connection
therewith.



<PAGE>



                                  Article 10 -

                                     WAIVERS

         Section 10.1   WAIVER OF COUNTERCLAIM. To the extent permitted by
applicable law, Borrower hereby waives the right to assert a counterclaim, other
than a mandatory or compulsory counterclaim, in any action or proceeding brought
against it by Lender arising out of or in any way connected with this Security
Instrument, the Loan Agreement, the Note, any of the other Loan Documents, or
the Obligations.

         Section 10.2   MARSHALLING AND OTHER MATTERS. To the extent permitted
by applicable law, Borrower hereby waives, to the extent permitted by law, the
benefit of all appraisement, valuation, stay, extension, reinstatement and
redemption laws now or hereafter in force and all rights of marshalling in the
event of any sale hereunder of the Property or any part thereof or any interest
therein. Further, Borrower hereby expressly waives any and all rights of
redemption from sale under any order or decree of foreclosure of this Security
Instrument on behalf of Borrower, and on behalf of each and every person
acquiring any interest in or title to the Property subsequent to the date of
this Security Instrument and on behalf of all persons to the extent permitted by
applicable law.

         Section 10.3   WAIVER OF NOTICE. To the extent permitted by applicable
law, Borrower shall not be entitled to any notices of any nature whatsoever from
Trustee or Lender except with respect to matters for which this Security
Instrument or the Loan Documents specifically and expressly provide for the
giving of notice by Trustee or Lender to Borrower and except with respect to
matters for which Lender is required by applicable law to give notice, and
Borrower hereby expressly waives the right to receive any notice from Trustee or
Lender with respect to any matter for which this Security Instrument does not
specifically and expressly provide for the giving of notice by Trustee or Lender
to Borrower.

         Section 10.4   WAIVER OF STATUTE OF LIMITATIONS. To the extent
permitted by applicable law, Borrower hereby expressly waives and releases to
the fullest extent permitted by law, the pleading of any statute of limitations
as a defense to payment of the Debt or performance of its Other Obligations.

         Section 10.5   SURVIVAL. The indemnifications made pursuant to
SECTIONS 9.3 AND 9.4 herein and the representations and warranties, covenants,
and other obligations arising under Article 8, shall continue indefinitely in
full force and effect and shall survive and shall in no way be impaired by: any
satisfaction, release or other termination of this Security Instrument, any
assignment or other transfer of all or any portion of this Security Instrument
or Lender's interest in the Property (but, in such case, shall benefit both
Indemnified Parties and any assignee or transferee), any exercise of Lender's
rights and remedies pursuant hereto including but not limited to foreclosure or
acceptance of a deed in lieu of foreclosure, any exercise of any rights and
remedies pursuant to the Loan Agreement, the Note or any of the other Loan
Documents, any transfer of all or any portion of the Property (whether by
Borrower or by Lender following foreclosure or acceptance of a deed in lieu of
foreclosure or at any other time), any amendment to this Security Instrument,
the Loan Agreement, the Note or the other Loan Documents, and any act or
omission that might otherwise be construed as a release or discharge of Borrower
from the





<PAGE>



obligations pursuant hereto. Notwithstanding anything to the contrary contained
in this Security Instrument or the other Loan Documents, Borrower shall not have
any obligations or liabilities under the indemnification under SECTION 9.4
herein or other indemnifications with respect to Hazardous Substances contained
in the other Loan Documents with respect to those obligations and liabilities
that Borrower can prove arose solely from Hazardous Substances that (i) were not
present on or a threat to the Property prior to the date that Lender or its
nominee acquired title to the Property, whether by foreclosure, exercise by
power of sale, acceptance of a deed-in-lieu of foreclosure or otherwise and (ii)
were not the result of any act or negligence of Borrower or any of Borrower's
affiliates, agents or contractors.

                                  Article 11 -

                                   EXCULPATION

         The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Security Instrument to the same extent and
with the same force as if fully set forth herein.

                                  Article 12 -

                                     NOTICES

         All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.

                                  Article 13 -

                                 APPLICABLE LAW

         Section 13.1   GOVERNING LAW. (A) THIS SECURITY INSTRUMENT WAS
NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER
IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE
DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS
SECURITY INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF
CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT
THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT
OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE
OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND
CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT
BEING UNDERSTOOD THAT, TO




<PAGE>



THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF
NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN
DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE
FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
SECURITY INSTRUMENT AND THE OR THE OTHER LOAN DOCUMENTS, AND THIS SECURITY
INSTRUMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW.

         (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER
ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT MAY AT LENDER'S OPTION BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND
BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE
AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,
ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT

                  CT CORPORATION SYSTEM, INC.
                  111 EIGHTH AVENUE, 13TH FLOOR
                  NEW YORK, NEW YORK 10011
                  ATTENTION: SERVICE OF PROCESS DEPARTMENT

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II)
MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL
PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN
OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.




<PAGE>



         Section 13.2   USURY LAWS. Notwithstanding anything to the contrary,
(a) all agreements and communications between Borrower and Lender are hereby and
shall automatically be limited so that, after taking into account all amounts
deemed interest, the interest contracted for, charged or received by Lender
shall never exceed the maximum lawful rate or amount, (b) in calculating whether
any interest exceeds the lawful maximum, all such interest shall be amortized,
prorated, allocated and spread over the full amount and term of all principal
indebtedness of Borrower to Lender, and (c) if through any contingency or event,
Lender receives or is deemed to receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied toward payment of
the principal of any and all then outstanding indebtedness of Borrower to
Lender, or if there is no such indebtedness, shall immediately be returned to
Borrower.

         Section 13.3   PROVISIONS SUBJECT TO APPLICABLE LAW. All rights,
powers and remedies provided in this Security Instrument may be exercised only
to the extent that the exercise thereof does not violate any applicable
provisions of law and are intended to be limited to the extent necessary so that
they will not render this Security Instrument invalid, unenforceable or not
entitled to be recorded, registered or filed under the provisions of any
applicable law. If any term of this Security Instrument or any application
thereof shall be invalid or unenforceable, the remainder of this Security
Instrument and any other application of the term shall not be affected thereby.

                                  Article 14 -

                                   DEFINITIONS

         All capitalized terms not defined herein shall have the respective
meanings set forth in the Loan Agreement. Unless the context clearly indicates a
contrary intent or unless otherwise specifically provided herein, words used in
this Security Instrument may be used interchangeably in singular or plural form
and the word "BORROWER" shall mean "each Borrower and any subsequent owner or
owners of the Property or any part thereof or any interest therein," the word
"LENDER" shall mean "Lender and any subsequent holder of the Note," the word
"NOTE" shall mean "the Note and any other evidence of indebtedness secured by
this Security Instrument," the word "PROPERTY" shall include any portion of the
Property and any interest therein, and the phrases "ATTORNEYS' FEES", "LEGAL
FEES" and "COUNSEL FEES" shall include any and all attorneys', paralegal and law
clerk fees and disbursements, including, but not limited to, fees and
disbursements at the pre-trial, trial and appellate levels incurred or paid by
Lender in protecting its interest in the Property, the Leases and the Rents and
enforcing its rights hereunder.

                                  Article 15 -

                            MISCELLANEOUS PROVISIONS

         Section 15.1   NO ORAL CHANGE. This Security Instrument, and any
provisions hereof, may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.





<PAGE>



         Section 15.2   SUCCESSORS AND ASSIGNS. This Security Instrument shall
be binding upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns forever.

         Section 15.3   INAPPLICABLE PROVISIONS. If any term, covenant or
condition of the Loan Agreement, the Note or this Security Instrument is held to
be invalid, illegal or unenforceable in any respect, the Loan Agreement, the
Note and this Security Instrument shall be construed without such provision.

         Section 15.4   HEADINGS, ETC. The headings and captions of various
Sections of this Security Instrument are for convenience of reference only and
are not to be construed as defining or limiting, in any way, the scope or intent
of the provisions hereof.

         Section 15.5   NUMBER AND GENDER. Whenever the context may require,
any pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.

         Section 15.6   SUBROGATION. If any or all of the proceeds of the Note
have been used to extinguish, extend or renew any indebtedness heretofore
existing against the Property, then, to the extent of the funds so used, Lender
shall be subrogated to all of the rights, claims, liens, titles, and interests
existing against the Property heretofore held by, or in favor of, the holder of
such indebtedness and such former rights, claims, liens, titles, and interests,
if any, are not waived but rather are continued in full force and effect in
favor of Lender and are merged with the lien and security interest created
herein as cumulative security for the repayment of the Debt, the performance and
discharge of Borrower's obligations hereunder, under the Loan Agreement, the
Note and the other Loan Documents and the performance and discharge of the Other
Obligations.

         Section 15.7   ENTIRE AGREEMENT. The Note, the Loan Agreement, this
Security Instrument and the other Loan Documents constitute the entire
understanding and agreement between Borrower and Lender with respect to the
transactions arising in connection with the Debt and supersede all prior written
or oral understandings and agreements between Borrower and Lender with respect
thereto. Borrower hereby acknowledges that, except as incorporated in writing in
the Note, the Loan Agreement, this Security Instrument and the other Loan
Documents, there are not, and were not, and no persons are or were authorized by
Lender to make, any representations, understandings, stipulations, agreements or
promises, oral or written, with respect to the transaction which is the subject
of the Note, the Loan Agreement, this Security Instrument and the other Loan
Documents.

         Section 15.8   LIMITATION ON LENDER'S RESPONSIBILITY. No provision of
this Security Instrument shall operate to place any obligation or liability for
the control, care, management or repair of the Property upon Lender, nor shall
it operate to make Lender responsible or liable for any waste committed on the
Property by the tenants or any other Person, or for any dangerous or defective
condition of the Property, or for any negligence in the management, upkeep,
repair or control of the Property resulting in loss or injury or death to any
tenant, licensee, employee or stranger. Nothing herein contained shall be
construed as constituting Lender a "mortgagee in possession."





<PAGE>



         Section 15.9   SUBSTITUTION OF TRUSTEE. Lender shall have, and is
hereby granted by Borrower with warranty of further assurances, the irrevocable
power to appoint one or more persons or entities as a substitute Trustee
hereunder, to be exercised at any time hereafter without specifying any reason
therefor, by filing for record in the office where this Security Instrument is
recorded a deed of appointment. Said power of appointment of one or more
successor Trustees may be exercised as often and whenever Lender deems it
advisable. The exercise of said power of appointment, no matter how often, shall
not be an exhaustion thereof. Upon the recordation of such deed of appointment,
the Trustee so appointed shall thereupon, without any further act or deed of
conveyance, become fully vested with identically the same title and estate in
and to the Property and with all the rights, powers, trusts and duties of their,
his, hers or its predecessor in the trust hereunder with like effect as if
originally named as Trustee. Whenever in this Security Instrument reference is
made to Trustee, it shall be construed to mean each person or entity appointed
as Trustee for the time being, whether original or successors or successor in
trust. All title, estate, rights, powers, trusts and duties hereunder given or
appertaining to or devolving upon Trustee shall be in each of the persons or
entities appointed as Trustee so that any action hereunder or purporting to be
hereunder of any one of the persons or entities appointed as Trustee shall for
all purposes be considered to be, and as effective as, the action of Trustee.

         Section 15.10  THE TRUSTEE'S FEES. Borrower shall pay all reasonable
costs, fees and expenses incurred by the Trustee and the Trustee's agents and
counsel in connection with the performance by the Trustee of the Trustee's
duties hereunder and all costs, fees and expenses shall be secured by this
Security Instrument.

         Section 15.11  CERTAIN RIGHTS. With the approval of Lender, the
Trustee shall have the right to take any and all of the following actions: (a)
to select, employ, and advise with counsel (who may be, but need not be, counsel
for Lender) upon any matters arising hereunder, including the interpretation of
the Note, this Security Instrument or the other Loan Documents, and shall be
fully protected in relying as to legal matters on the advice of counsel, (b) to
execute any of the trusts and powers hereof and to perform any duty hereunder
either directly or through his agents or attorneys, (c) to select and employ, in
and about the execution of his duties hereunder, suitable accountants, engineers
and other experts, agents and attorneys-in-fact, either corporate or individual,
not regularly in the employ of the Trustee, and the Trustee shall not be
answerable for any act, default, negligence, or misconduct of any such
accountant, engineer or other expert, agent or attorney-in-fact, if selected
with reasonable care, or for any error of judgment or act done by the Trustee in
good faith, or be otherwise responsible or accountable under any circumstances
whatsoever, except for the Trustees gross negligence or bad faith, and (d) any
and all other lawful action as Lender may instruct the Trustee to take to
protect or enforce Lenders rights hereunder. The Trustee shall not be personally
liable in case of entry by the Trustee, or anyone entering by virtue of the
powers herein granted to the Trustee, upon the Property for debts contracted for
or liability or damages incurred in the management or operation of the Property.
The Trustee shall have the right to rely on any instrument, document, or
signature authorizing or supporting an action taken or proposed to be taken by
the Trustee hereunder, believed by the Trustee in good faith to be genuine. The
Trustee shall be entitled to reimbursement for actual expenses incurred by the
Trustee in the performance of the Trustees duties hereunder and to reasonable
compensation for such of the Trustees services hereunder as shall be rendered.




<PAGE>



         Section 15.12  RETENTION OF MONEY. All moneys received by the Trustee
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated in any manner
from any other moneys (except to the extent required by applicable law) and the
Trustee shall be under no liability for interest on any moneys received by the
Trustee hereunder.

         Section 15.13  PERFECTION OF APPOINTMENT. Should any deed, conveyance,
or instrument of any nature be required from Borrower by any Trustee or
substitute trustee to more fully and certainly vest in and confirm to the
Trustee or substitute trustee such estates rights, powers, and duties, then,
upon request by the Trustee or substitute trustee, any and all such deeds,
conveyances and instruments shall be made, executed, acknowledged, and delivered
and shall be caused to be recorded and/or filed by Borrower.

         Section 15.14  SUCCESSION INSTRUMENTS. Any substitute trustee
appointed pursuant to any of the provisions hereof shall, without any further
act, deed, or conveyance, become vested with all the estates, properties,
rights, powers, and trusts of its or his predecessor in the rights hereunder
with like effect as if originally named as the Trustee herein; but nevertheless,
upon the written request of Lender or of the substitute trustee, the Trustee
ceasing to act shall execute and deliver any instrument transferring to such
substitute trustee, upon the trusts herein expressed, all the estates,
properties, rights, powers, and trusts of the Trustee so ceasing to act, and
shall duly assign, transfer and deliver any of the property and moneys held by
such Trustee to the substitute trustee so appointed in the Trustee's place.

         Section 15.15  RELIANCE OF TRUSTEE. As to all matters concerning the
existence of defaults hereunder and the amount of indebtedness subject to the
Note and secured hereby, as well as similar or related matters, the Trustee is
hereby authorized by Borrower to rely conclusively upon, without further
inquiry, the affidavit of any officer of Lender.

                                  Article 16 -

                              INTENTIONALLY DELETED

                                  Article 17 -

                            STATE-SPECIFIC PROVISIONS

                              INTENTIONALLY DELETED



                         [NO FURTHER TEXT ON THIS PAGE]



<PAGE>



         IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by
Borrower as of the day and year first above written.

                       BORROWER:

                       SHADY SPRINGS PLAZA, LLC,
                       a Delaware limited liability company

                  By:  GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                       a Delaware limited partnership, its sole member

                       By:   GLIMCHER PROPERTIES CORPORATION,
                             a Delaware corporation, its sole general partner


                             By:   /s/ George A. Schmidt
                                  --------------------------------------------
                                  Name:  George A. Schmidt
                                  Title: Executive Vice President