<PAGE>   1

                      INDENTURE OF MORTGAGE, DEED OF TRUST,
                    SECURITY AGREEMENT, FINANCING STATEMENT,
                        FIXTURE FILING AND ASSIGNMENT OF
                                LEASES AND RENTS

                                      from

                    [GLIMCHER PROPERTIES LIMITED PARTNERSHIP/
                            WHOLLY OWNED SUBSIDIARY],
                        as Debtor, Grantor and Mortgagor

                                       to

                                [                ]
                                   as Trustee

                               for the benefit of

                    PRUDENTIAL SECURITIES CREDIT CORP., LLC,
                         as Lender/Beneficiary/Mortgagee

                            Dated as of July 30, 2000

       -------------------------------------------------------------------
         Prepared and drafted by and after recording, please return to:
                            Martha Feltenstein, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                            New York, New York 10036
                         -----------------------------



<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                        <C>
GRANTING CLAUSES..............................................................................3

1.  Definitions.  ............................................................................8

2.  Warranty.................................................................................14

3.  Payment and Performance of Obligations Secured.  ........................................16

4.  Negative Covenants.  ....................................................................16

5.  Insurance................................................................................16

6.  Condemnation and Insurance Proceeds......................................................21

7.  Impositions, Liens and Other Items.......................................................25

8.  Funds for Taxes and Insurance............................................................27

9.  The Beneficiary and Trustees.............................................................28

10.  Transfers, Additional Indebtedness and Subordinate Liens................................36

11.  Maintenance of Trust Estate; Alterations; Inspection; Utilities.........................37

13.  Books and Records, Financial Statements, Reports and Other Information..................39

14.  Compliance with Leases and Agreements...................................................39

15.  The Beneficiary's Right to Perform......................................................42

16.  The Mortgagor's Existence; Organization and Authority; Litigation.......................43

17.  Protection of Security; Costs and Expenses..............................................43

18.  Management of the Properties............................................................43
</TABLE>



                                       1

<PAGE>   3

<TABLE>
<S>                                                                                        <C>
19.  Environmental Matters...................................................................44

20.  Assignment of Rents.....................................................................46

21.  Remedies................................................................................46

22.  Application of Proceeds.................................................................52

23  Waiver of Trial by Jury..................................................................52

24.  Taxes...................................................................................53

25.  Notices.................................................................................54

26.  No Oral Modification....................................................................55

27.  Partial Invalidity......................................................................55

28.  Successors and Assigns..................................................................55

29.  Governing Law...........................................................................56

30.  Recording Fees, Taxes, Etc..............................................................56

31.  No Waiver...............................................................................56

32.  Further Assurances......................................................................56

33.  Additional Security.....................................................................57

34.  Indemnification by the Mortgagor........................................................57

35.  Release.................................................................................59

36.  Security Agreement......................................................................60

37.  As to Property in [       ] ............................................................61
</TABLE>

                                       2

<PAGE>   4

EXHIBIT A        Land Parcels

EXHIBIT B        Permitted Exception




































                                       3

<PAGE>   5


                      INDENTURE OF MORTGAGE, DEED OF TRUST,
                    SECURITY AGREEMENT, FINANCING STATEMENT,
                        FIXTURE FILING AND ASSIGNMENT OF
                                LEASES AND RENTS

                  THIS INDENTURE OF MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT,
FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES AND RENTS (herein,
together with all amendments and supplements thereto, called this "Mortgage"),
dated as of the ___ day of _____, 2000, made by [GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership/wholly-owned subsidiary, a
_________] (the "Mortgagor"), having an address at 20 South Third Street,
Columbus, Ohio ________, as debtor, grantor, trustor and mortgagor, in favor of
____________________________ ("Trustee") having an address at
________________________________________, as Trustee for the benefit of
Prudential Securities Credit Corp., LLC, a Delaware limited liability company,
which entity has been converted from a Delaware corporation to a Delaware
limited liability company pursuant to Section 18-214 of the Delaware Limited
Liability Company Act on March 6, 2000, as Lender pursuant to the Credit
Agreement described herein (the "Beneficiary").

                             W I T N E S S E T H :

                  WHEREAS, the Mortgagor is the record and beneficial owner of
the fee simple interests in the Properties (as hereinafter defined), described
in Exhibits A-1 and A-12 attached hereto (each, a "Land Parcel" and
collectively, the "Land Parcels"); and


                  WHEREAS, the Beneficiary has made a line of credit loan (the
"Loan") available to [Borrower/Mortgagor], pursuant to the Credit Agreement,
dated of even date herewith, among the [Borrower/Mortgagor] and the Beneficiary
(as amended, modified, restated or supplemented from time to time, the "Credit
Agreement"). The Loan is evidenced by a promissory note or notes, dated of even
date herewith or to be dated subsequent to the date hereof pursuant to the terms
of the Credit Agreement (such note or notes together with all amendments,
modifications or replacements thereof which may hereafter be executed,
collectively, the "Note"), made by the [Mortgagor/Borrower], as maker, in favor
of Beneficiary, as payee, in




                                       1
<PAGE>   6



the aggregate principal amount of One Hundred Twenty-Seven Million Five Hundred
Thousand Dollars ($127,500,000) (the "Loan Amount"); and

                  WHEREAS, the Mortgagor and the Beneficiary intend these
recitals to be a material part of this Mortgage.

                  NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Mortgagor hereby agrees as follows:

                  TO SECURE:

                           (1) payment and performance of all covenants,
         liabilities and obligations contained in, and payment of the
         indebtedness guaranteed by, the Note plus all interest, additional
         interest and additional amounts payable thereunder; and

                           (2) payment and performance of all covenants,
         conditions, liabilities and obligations of the Mortgagor to the
         Beneficiary contained in this Mortgage and any extensions, renewals or
         modifications hereof; and

                           (3) payment and performance of all covenants,
         liabilities and obligations of Mortgagor or any other Consolidated
         Subsidiary contained in each of the other Loan Documents (as
         hereinafter defined); and

                           (4) without limiting the generality of the foregoing,
         payment of all other indebtedness and liabilities, direct or indirect,
         of the Mortgagor to the Beneficiary, due or to become due hereunder, or
         under any other Loan Document (including, without limitation, any
         protective advances, disbursements, payments and reimbursements made,
         and charges, expenses and costs (including, without limitation, any
         enforcement and collection costs) incurred pursuant to the Note, this
         Mortgage, or such other Loan Documents) to protect the security
         intended to be provided hereby even if the aggregate amount of
         indebtedness outstanding at any one time exceeds the amount of the Note
         (all of the foregoing indebtedness, monetary liabilities and
         obligations set forth in clauses (1)-(4) above, collectively, the
         "Indebtedness"; and payment of the Indebtedness together with the
         performance of all covenants and obligations set forth in clauses
         (1)-(4) above, collectively, the "Obligations").



                                       2
<PAGE>   7



                                GRANTING CLAUSES

                  NOW, THEREFORE, THIS MORTGAGE WITNESSETH: that the Mortgagor,
in consideration of the premises, the acceptance by the Beneficiary of the
trusts created hereby, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged (a) has mortgaged, warranted,
granted, transferred, bargained, sold, conveyed, pledged, and assigned and (b)
by these presents does hereby mortgage, warrant, grant a security interest in,
grant, transfer, bargain, sell, convey, pledge, and assign unto the Beneficiary
and its successors and assigns forever, or, if Section 37 provides that this
instrument is a deed of trust, to the Trustee for the benefit of the Beneficiary
in the trusts created hereby, WITH POWER OF SALE, all its estate, right, title
and interest now owned or hereafter acquired in, to and under any and all of the
property (herein called the "Trust Estate") described in the following Granting
Clauses:

                  I All right, title and interest in and to the Land Parcels.

                  II All right, title and interest of the Mortgagor in and to
all buildings, structures and other improvements now standing, or at any time
hereafter constructed or placed, upon the Land Parcels, including all of the
Mortgagor's right, title and interest in and to all equipment and fixtures of
every kind and nature on the Land Parcels or in any such buildings, structures
or other improvements (such buildings, structures, other improvements, equipment
and fixtures being herein collectively called the "Improvements"), (b) all
right, title and interest of the Mortgagor in and to all and singular tenements,
hereditaments, easements, rights of way, rights, privileges and appurtenances in
and to the Land Parcel belonging or in any way appertaining thereto, including
without limitation all right, title and interest of the Mortgagor in, to and
under any streets, ways, alleys, vaults, gores or strips of land adjoining any
Land Parcel and (c) all claims or demands of the Mortgagor, in law or in equity,
in possession or expectancy of, in and to any Land Parcel together with rents,
income, revenues, issues and profits from and in respect of any Land Parcel and
the Improvements and the present and continuing right to make claim for,
collect, receive and receipt for the same as hereinafter provided. It is the
intention of the parties hereto that, so far as may be permitted by law, all of
the foregoing, whether now owned or hereafter acquired by the Mortgagor,
affixed, attached or annexed to any Land Parcel shall be and remain or become
and constitute a part of the Trust Estate and the security covered by and
subject to the lien of this Mortgage. All such right, title and interest of the
Mortgagor in and to a Land Parcel, the interest of the Mortgagor in and




                                       3
<PAGE>   8


to the Improvements located thereon and such other property with respect thereto
described in Granting Clauses I and II is herein called a "Property" and each
such Property, collectively, the "Properties."

                  III All right, title and interest of the Mortgagor in and to
(i) all extensions, improvements, betterments, renewals, substitutes and
replacements of and on the Properties described in the foregoing Granting
Clauses I and II and (ii) all additions and appurtenances thereto not presently
leased to or owned by the Mortgagor and hereafter leased to, acquired by or
released to the Mortgagor or constructed, assembled or placed upon the
Properties (including, but not limited to, the fee estate in any Land Parcel)
immediately upon such leasing, acquisition, release, construction, assembling or
placement, and without any further grant or other act by the Mortgagor.

                  IV All the estate, right, title and interest of the Mortgagor
in and to (i) all judgments, insurance proceeds, awards of damages and
settlements resulting from condemnation proceedings or the taking of the
Properties (or any of them), or any part thereof, under the power of eminent
domain or for any damage (whether caused by such taking or otherwise) to the
Properties (or any of them) or any part thereof, or to any rights appurtenant
thereto, and all proceeds of any sales or other dispositions of the Properties
(or any of them) or any part thereof; and the Beneficiary is hereby authorized
to collect and receive said awards and proceeds and to give proper receipts and
acquittances thereto, subject to the conditions and limitations hereinafter set
forth; and (ii) all contract rights, general intangibles, actions and rights in
action, relating to the Properties (or any of them) including, without
limitation, all rights to insurance proceeds and unearned premiums arising from
or relating to damage to the Properties (or any of them); and (iii) all
proceeds, products, replacements, additions, substitutions, renewals and
accessions of and to the Properties (or any of them).

                  V The Mortgagor does hereby pledge and presently and
absolutely assign to the Beneficiary from and after the date hereof (including
any period of redemption), primarily and on a parity with said real estate, and
not secondarily, all the rents, issues and profits of the Properties and all
rents, issues, profits, revenues, royalties, bonuses, rights, and benefits due,
payable or accruing (including all deposits of money as advance rent, for
security or as earnest money or as down payment for the purchase of all or any
part of the Properties) (the "Rents") under any and all present and future
leases, subleases, underlettings, concession agreements,




                                       4
<PAGE>   9


licenses, contracts or other agreements relative to the ownership or occupancy
of all or any portion of the Properties and does hereby transfer and assign to
the Beneficiary all such leases and agreements (the "Leases"). The Beneficiary
hereby grants to the Mortgagor the right to collect and use the Rents as they
become due and payable under the Leases, until an Event of Default has occurred
and is continuing, provided that the existence of such right shall not operate
to subordinate this assignment to any subsequent assignment, in whole or in part
by the Mortgagor, and any such subsequent assignment shall be subject to the
rights of the Beneficiary under this Mortgage. The Mortgagor further agrees to
execute and deliver such assignments of leases or assignments of land sale
contracts as the Beneficiary may from time to time request. Upon the occurrence
and during the continuance of an Event of Default (1) the Mortgagor agrees, upon
demand, to deliver to the Beneficiary such additional assignments thereof as the
Beneficiary may request and agrees that the Beneficiary may assume the
management of the Properties (or any of them), and collect the Rents, applying
the same upon the Obligations and (2) the Mortgagor hereby authorizes and
directs all tenants, purchasers or other persons occupying or otherwise
acquiring any interest in any part of the Properties to pay the Rents due under
the Leases to the Beneficiary upon request of the Beneficiary. The Mortgagor
hereby appoints the Beneficiary as its true and lawful attorney in fact to
manage said property and collect the Rents, with full power to bring suit for
collection of the Rents and possession of the Properties (or any of them),
giving and granting unto said Beneficiary full power and authority to do and
perform all and every act and thing whatsoever requisite and necessary to be
done in the protection of the security hereby conveyed; provided, however, that
(i) this power of attorney coupled with an interest and assignment of rents
shall not be construed as an obligation upon the Beneficiary to manage said
property or to make or cause to be made any repairs or to take any other action
that may be needful or necessary and (ii) the Beneficiary agrees that until such
Event of Default has occurred and is continuing as aforesaid, the Beneficiary
shall not exercise its rights pursuant to said power of attorney coupled with an
interest and shall permit the Mortgagor to perform the aforementioned management
responsibilities and collect the Rents. Upon the Beneficiary's receipt of the
Rents, at the Beneficiary's option, it may pay: (1) reasonable charges for
collection hereunder, costs of necessary repairs and other costs requisite and
necessary in connection with the management of the premises, during the
continuance of this power of attorney coupled with an interest and assignment of
rents including general and special taxes and assessments and insurance premiums
and (2) the Indebtedness secured hereby. This power of attorney coupled with an
interest and assignment of leases and rents shall be irrevocable until this
Mortgage shall have been satisfied and the releasing of this Mortgage shall act
as a revocation of this power of attorney




                                       5
<PAGE>   10


coupled with an interest and assignment of leases and rents with respect to such
portion of the Trust Estate so released. The Beneficiary shall have and hereby
expressly reserves the right and privilege (but assumes no obligation) to
demand, collect, sue for, receive and recover the Rents, or any part thereof,
now existing or hereafter made, and apply the same in accordance with law, all
in accordance herewith.


                  VI All of the Mortgagor's right, title and interest in and to
all personal and intangible property and equipment of every nature whatsoever
now or hereafter located in, arising from or on and utilized or to be used in
connection with the Properties (or any of them), including but not limited to
(a) all screens, window shades, blinds, wainscoting, storm doors and windows,
floor coverings, and awnings; (b) all apparatus, machinery, accessions,
equipment and appliances not included as fixtures; (c) all items of furniture,
furnishings, and personal property; (d) all extensions, additions, improvements,
betterments, renewals, substitutions, and replacements to or of any of the
foregoing (a)-(c) (all of said property in (a)-(d) being collectively, the
"Equipment"); (e) all accounts receivable arising from the sale or other
disposition of all or any of the Mortgagor's real property, buildings,
structures and other improvements, fixtures, furniture, furnishings, apparatus,
machinery, appliances or other equipment, and all extensions, renewals,
improvements, substitutions and replacements thereto whether owned or leased,
now or hereafter acquired in connection with the Properties; (f) all accounts,
general intangibles, chattel paper, cash or monies of the Mortgagor, wherever
located, whether in the form of cash or checks, and all cash equivalents
including, without limitation, all deposits and certificates of deposit,
instruments, whether negotiable or non-negotiable, debt notes both certificated
and uncertificated, repurchase obligations for underlying notes of the types
described herein, and commercial paper (i) received in connection with the sale
or other disposition of all or any of the Mortgagor's real property, buildings,
structures and other improvements, fixtures, furniture, furnishings, apparatus,
machinery, appliances or other equipment, and all extensions, renewals,
improvements, substitutions and replacements thereto whether owned or leased,
now or hereafter acquired, all in connection with the Properties, (ii)
maintained by the Mortgagor in a segregated account in trust for the benefit of
the Beneficiary or (iii) held by the Beneficiary; and (g) all proceeds (as
defined in the Uniform Commercial Code) of all of the foregoing; it being
mutually agreed, intended and declared, that the Trust Estate and all of the
property rights and fixtures owned by the Mortgagor shall, so far as permitted
by law, be deemed to form a part and parcel of the Land Parcels and for the
purpose of this Mortgage to be real estate and covered by this Mortgage, it
being also agreed that if any of the property herein mortgaged is of a




                                       6
<PAGE>   11


nature so that a security interest therein can be perfected under the Uniform
Commercial Code, this instrument shall constitute a security agreement, fixture
filing and financing statement, and the Mortgagor agrees to execute, deliver and
file or refile any financing statement, continuation statement, or other
instruments the Beneficiary may reasonably require from time to time to perfect
or renew such security interest under the Uniform Commercial Code. To the extent
permitted by law, (i) all of the fixtures are or are to become fixtures on the
Land Parcels; and (ii) this instrument, upon recording or registration in the
real estate records of the proper office, shall constitute a "fixture-filing"
within the meaning of Sections 9-313 and 9-402 of the Uniform Commercial Code.
The remedies for any violation of the covenants, terms and conditions of the
agreements herein contained shall be as prescribed herein or by general law, or,
as to that part of the security in which a security interest may be perfected
under the Uniform Commercial Code, by the specific statutory consequences now or
hereafter enacted and specified in the Uniform Commercial Code, all at the
Beneficiary's sole election.

                  VII All of the Mortgagor's right, title, and interest in, to
and under (i) any reciprocal easement agreements, operating agreements and
similar agreements affecting the ownership, use and operation of the Properties
(or any of them) included in the Permitted Exceptions, as such agreements have
been or may hereafter be amended, modified or supplemented; (ii) all contracts,
including the management agreements, if any, and agreements relating to the
Properties (or any of them), and other documents, books and records related to
the operation of the Properties (or any of them); (iii) all consents, licenses
(including, to the extent permitted by law, any licenses permitting the sale of
liquor at the Properties (or any of them)), warranties, guaranties and building
and other permits required or useful for the construction, completion, occupancy
and operation of the Properties (or any of them); (iv) any contracts for the
sale of any portion of the Properties or the Equipment; and (v) all plans and
specifications, engineering reports, land planning, maps, surveys, and any other
reports, exhibits or plans and specifications used or to be used in connection
with the construction, operation or maintenance of the Properties (or any of
them), together with all amendments and modifications thereof.

                  TO HAVE AND TO HOLD THE TRUST ESTATE, whether now owned or
held or hereafter acquired, unto the Trustee, in trust, for the benefit and use
of the Beneficiary and its successors and assigns, forever.

                  IN TRUST FOREVER, with power of sale (to the extent permitted
by applicable law), upon the terms and trusts herein set forth and to secure the
performance of,




                                       7
<PAGE>   12

and compliance with, the obligations, covenants and conditions of this Mortgage
and the other Loan Documents all as herein set forth.

                  1 Definitions. All capitalized terms used but not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement.
The words "herein," "hereof" and "hereunder" and other words of like import
refer to this Mortgage as a whole and not to any particular Section, subsection
or other subdivision. In addition, wherever used in this Mortgage, the following
terms, and the singular and plural thereof, shall have the following meanings:

                  Affiliate: With respect to any specified Person means any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities or other
beneficial interest, by contract or otherwise; and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing.

                  Agreements: Any reciprocal easement agreements, operating
agreements and similar agreements affecting the ownership, use and operation of
the Properties (or any of them) included in the Permitted Exceptions, as such
agreements have been or may hereafter be amended, modified or supplemented.

                  Alteration:  As defined in Section 11(c) hereof.

                  Assignment of Leases and Rents: Shall mean the Assignment of
Leases, Rents and Security Deposits, dated as of the date hereof, by the
Mortgagor in favor of the Beneficiary.

                  Beneficiary:  As defined in the recitals hereof.

                  Casualty Amount:  As defined in Section 6(b) hereof.

                  Credit Agreement:  As defined in the recitals hereof.

                  Default: The occurrence or existence of any event or condition
which with or without the giving of notice or the passage of time, or both,
would constitute an Event of Default hereunder.





                                       8
<PAGE>   13


                  Default Rate: The rate of interest at the annual rate equal to
the sum of (i) the Base Rate (as defined in the Credit Agreement) and (ii) five
percent (5%).

                  Environmental Certificate: As defined in Section 19(b) hereof.

                  Environmental Event: As defined in Section 19(b) hereof.

                  Environmental Reports: As defined in Section 19(a) hereof.

                  Equipment: As defined in Granting Clause VI hereof.

                  Escrow Account: As defined in Section 8(a) hereof.

                  Events of Default: The occurrence of any of the following
shall constitute an Event of Default under this Mortgage:

                           a) If the Mortgagor fails to pay any amount payable
         pursuant to the Note or this Mortgage within fifteen (15) days after
         notice by Beneficiary that such amount is due and payable in accordance
         with the provisions hereof; or

                           b)  Cancellation of the insurance required by
         Section 5 of this Mortgage; or

                           c) Any violation of the terms of Section 7(a) or
         Section 7(b) (subject to the terms of Section 7(c)), which violation
         continues for a period of five (5) days after notice thereof; or

                           d)  Any violation of the terms of Section 10 of this
         Mortgage; or

                           e)  An Event of Default (as defined therein) under
         the Credit Agreement; or

                           f) Any other default in the performance, or breach,
         of any material covenant, representation or warranty of the Mortgagor,
         in this Mortgage or in any other Loan Document (other than a covenant,
         representation, agreement or warranty, a default in whose performance
         or whose breach is specifically dealt with elsewhere in this Section)
         and continuance of such



                                       9
<PAGE>   14

         default or breach for a period of thirty (30) days after notice
         thereof; provided, that in the case of any such failure that is
         susceptible of cure but that cannot with reasonable diligence be cured
         within such thirty (30) day period, if the Mortgagor shall promptly
         have commenced to cure the same and shall thereafter prosecute the
         curing thereof with reasonable diligence, the period within which such
         failure may be cured shall be extended for such further period as shall
         be reasonably necessary for the curing thereof (and in the event such
         cure has not been completed within thirty (30) days after the end of
         the initial thirty (30) day period, the Mortgagor shall inform the
         Beneficiary at least once each month thereafter as to the status of
         such cure); or

                           g) Any "Event of Default" as defined in any other
         Loan Document including any other Mortgage securing the Notes.

                  Notwithstanding anything to the contrary contained in this
Mortgage or the Loan Documents, no grace period or right to notice granted to
the Mortgagor herein with respect to any Event of Default is intended to
duplicate any other grace period or right to notice granted to the Mortgagor
herein, in the Credit Agreement or in the other Loan Documents with respect to
such Event of Default and in the event of any inconsistency, the grace period or
right to notice granted in the Credit Agreement shall apply.

                  Governmental Authority: Any Federal, state or local government
or any other political subdivision thereof exercising executive, legislative,
judicial, regulatory or administrative functions.

                  Grant: Shall mean grant, grant a security interest in,
bargain, sell, lien, mortgage, convey, pledge, hypothecate, assign, transfer,
warrant and set over.

                  Impositions: All taxes (including, without limitation, all ad
valorem, sales (including those imposed on lease rentals), use, single business,
gross receipts, value added, intangible transactions, privilege or license or
similar taxes), assessments (including, without limitation, all assessments for
public improvements or benefits, whether or not commenced or completed prior to
the date hereof and whether or not commenced or completed within the term of
this Mortgage), water, sewer or other rents and charges, excises, levies, fees
(including, without limitation, license, permit, inspection, authorization and
similar fees), and all other governmental charges, in each case whether general
or special, ordinary or extraordinary, or foreseen or unforeseen, of every
character in respect of the Trust Estate and/or any




                                       10
<PAGE>   15


Rents (including all interest and penalties thereon), which at any time prior
to, during or in respect of the term hereof may be assessed or imposed on or in
respect of or be a Lien upon (a) the Mortgagor (including, without limitation,
all income, franchise, single business or other taxes imposed on the Mortgagor
for the privilege of doing business in the jurisdiction in which the Trust
Estate is located) or the Beneficiary arising as a result of or with respect to
its capacity as the Beneficiary hereunder, (b) the Trust Estate or any other
collateral delivered or pledged by Mortgagor to the Beneficiary in connection
with the Loan, or any part thereof, or any Rents therefrom or any estate, right,
title or interest therein, or (c) any occupancy, operation, use or possession
of, or sales from, or activity conducted on, or in connection with the Trust
Estate or the leasing or use of all or any part thereof. Nothing contained in
this Mortgage shall be construed to require the Mortgagor to pay any tax,
assessment, levy or charge imposed on the Beneficiary or any Bank in the nature
of a franchise, capital levy, estate, inheritance, succession, income or net
revenue tax.

                  Improvements:  As defined in Granting Clause II hereof.

                  Indebtedness:  As defined in the recitals hereof.

                  Indemnified Environmental Parties:  As defined in
Section 19(c) hereof.

                  Indemnified Parties:  As defined in Section 34 hereof.

                  Independent Architect: An independent architect selected by
the Mortgagor, and acceptable to the Beneficiary, such acceptance not to be
unreasonably withheld or delayed, licensed to practice in the State in which the
applicable Property is located, having at least five (5) years of experience,
and not affiliated with the Mortgagor.

                  Individual Trustee: Shall mean such person as is required by
applicable state law to perform the functions of Individual Trustee pursuant to
Section 9 hereof.

                  Insurance Requirements: Shall mean all terms of any insurance
policy required hereunder or under the Credit Agreement covering or applicable
to any Property or Equipment or any part thereof, all requirements of the issuer
of any such policy, and all orders, rules, regulations and other requirements of
the National Board of Fire Underwriters (or any other body exercising similar
functions) applicable



                                       11
<PAGE>   16

to or affecting any Property or Equipment or any part thereof or any use of any
Property or Equipment or any part thereof.

                  Jurisdictional Trustee:  As defined in Section 9 hereof.

                  Land Parcel(s):  As defined in the recitals hereof.

                  Leases:  As defined in Granting Clause V hereof.

                  Legal Requirements:  As defined in Section 12 hereof.

                  Lien: Any mortgage, deed of trust, lien, pledge,
hypothecation, assignment, security interest, or any other encumbrance of, on or
affecting the Trust Estate or any portion thereof or any interest therein,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, the filing of any financing statement, and mechanic's,
materialmen's and other similar liens and encumbrances.

                  Loan:  As defined in the recitals hereof.

                  Loan Amount:  As defined in the recitals hereof.

                  Loan Documents: This Mortgage, the Note, the Credit Agreement,
the Assignment of Leases and Rents, the Environmental Indemnity and any and all
other agreements, instruments or documents evidencing, securing or delivered by
the Mortgagor in connection with the Loan and the transactions contemplated by
the Credit Agreement and this Mortgage.

                  Mortgage: As defined in the recitals hereof.

                  Mortgage Escrow Amounts:  As defined in Section 8(a) hereof.

                  Mortgagor: As defined in the recitals hereof.

                  Note: As defined in the recitals hereof.

                  Obligations: As defined in the recitals hereof.


                                       12
<PAGE>   17

                  Officers' Certificate: A certificate delivered to the
Beneficiary and signed by the President or a Vice President of the Mortgagor.

                  Permitted Exceptions: (a) Liens for taxes, assessments or
other governmental charges not yet due and payable or which are being contested
in good faith by appropriate proceedings promptly instituted and diligently
conducted in accordance with Section 7(c);

                           (b) Statutory Liens of carriers, warehousemen,
mechanics, materialmen and other similar liens imposed by law, which are
incurred in the ordinary course of business for sums not more than forty-five
(45) days delinquent or which are being contested in good faith in accordance
with Section 7(c);

                           (c) Deposits made in the ordinary course of business
to secure liability to insurance carriers;

                           (d) Easements, rights-of-way, restrictions and other
similar charges or encumbrances against real property not interfering in any
material respect with the use of any Property or the ordinary conduct of the
business of Mortgagor and not diminishing in any material respect the value of
any Property to which it is attached;

                           (e) Liens and judgments which have been or will be
bonded or released of record within thirty (30) days after the Mortgagor has
received notice of the filing of such Lien or judgment;

                           (f) Those matters set forth on Exhibit B hereof; and

                           (g) Liens in favor of the Beneficiary or any Bank
under the other Loan Documents.

                  Person: Shall mean any individual, corporation, limited
liability company, partnership, joint venture, estate, trust, unincorporated
association, any Federal, state, county or municipal government or any political
subdivision thereof.

                  Proceeds: As defined in Section 6(b) hereof.

                  Property: As defined in Granting Clause II hereof.



                                       13
<PAGE>   18

                  Properties: As defined in Granting Clause II hereof.

                  Rents: As defined in Granting Clause V hereof.

                  State: The State in which the applicable Property is located.

                  Taking: Shall mean a temporary or permanent taking by any
Governmental Authority as the result, or in lieu, or in anticipation of the
exercise of the right of condemnation or eminent domain, of all or any part of a
Property, or any interest therein or right accruing thereto, including any right
of access thereto or any change of grade affecting a Land Parcel or any part
thereof.

                  Tenant: Shall mean any Person leasing any portion of a
Property and obligated to pay rent pursuant to a Lease.

                  Transfer: As defined in Section 10(a) hereof.

                  Trustees: Shall mean the Individual Trustee together with the
Jurisdictional Trustee, all separate trustees and co-trustees appointed as
provided in Section 9.

                  Trust Estate: As defined in the granting clause to this
Mortgage.

                  Uniform Commercial Code or UCC: Shall mean the Uniform
Commercial Code as adopted in the State.

                  Work: As defined in Section 6(b) hereof.


                    REPRESENTATIONS, WARRANTIES AND COVENANTS

                  The Mortgagor represents and warrants to and covenants and
agrees with the Beneficiary as follows:

                  2 Warranty.

                                    (a)  This Mortgage upon its due execution

         and proper recordation is and will remain a valid, enforceable and
         perfected first Lien on and a security interest in the Trust Estate
         subject to the Permitted Exceptions;




                                       14
<PAGE>   19


                                    (b)  This Mortgage and each of the Loan
         Documents executed by the Mortgagor, is the legal, valid and binding
         obligation of the Mortgagor, enforceable against the Mortgagor in
         accordance with their terms, subject to applicable bankruptcy,
         insolvency, fraudulent transfer, reorganization, moratorium and other
         laws affecting creditor's rights generally in effect from time to time;

                                    (c)  The Mortgagor owns good, marketable and
         insurable fee simple title to the Trust Estate, subject only to the
         Permitted Exceptions. The Mortgagor will preserve such title to its
         Trust Estate and will forever warrant and defend same and the validity
         and priority of the Lien hereof from and against any and all claims
         whatsoever;

                                    (d)  On the date hereof, to Mortgagor's
         knowledge, no portion of the Improvements at any Property has been
         materially damaged, destroyed or injured by fire or other casualty
         which is not now fully restored or in the process of being restored;

                                    (e)  The Mortgagor has and will maintain, in
         effect at all times until the Indebtedness and Obligations are
         satisfied in full, all necessary material licenses, permits,
         authorizations, registrations and approvals to operate its business and
         own each Property as a commercial or industrial property, and Mortgagor
         has full power and authority to carry on its business at each Property
         as currently conducted and has not received any written notice of any
         violation of any such licenses, permits, authorizations, registrations
         or approvals that materially impair the value of any Property for which
         such notice was given or which would adversely affect the use or
         operation of any Property in any material respect;

                                    (f)  As of the date hereof, the Mortgagor
         has not received any written notice of any Taking or threatened Taking
         of any Property or any portion thereof;

                                    (g)  The Property and the Equipment located
         thereon constitute all of the real property, equipment and fixtures
         currently owned by the Mortgagor and used in the operation of the
         Property;

                                    (h)  Each Property has adequate access to
         public streets, roads or highways;




                                       15
<PAGE>   20


                                    (i)  Each Property constitutes one or more
         separate tax lots, with a separate tax assessment, independent of any
         other land or improvements;

                                    (j)  All utility services necessary for the
         operation of each Property have been connected and, to the Mortgagor's
         knowledge, are available in adequate capacities for current operations
         at each Property directly from utility lines and without the need for
         private easements not presently existing; and

                                    (k)  To the actual knowledge of the
         Mortgagor, the Mortgagor is not in material default under the terms,
         conditions or provisions of any of the Leases or Agreements described
         in Section 14 hereof.

                  3. Payment and Performance of Obligations Secured. The
Mortgagor shall perform fully and in a timely manner all Obligations of the
Mortgagor hereunder or under any other Loan Document to which Mortgagor is a
party. All sums payable by the Mortgagor hereunder shall be paid without demand,
counterclaim, offset, deduction or defense all without relief from valuation and
appraisement laws. The Mortgagor waives all rights now or hereafter conferred by
statute or otherwise to any such demand, counterclaim, setoff, deduction or
defense.

                  4. Negative Covenants. The Mortgagor covenants and agrees that
it shall not:

                                    (a   partition any Property;

                                    (b   transfer all or any portion of the
         Trust Estate or any interest of the Mortgagor, except in accordance
         with the Credit Agreement;

                                    (c   file a petition for voluntary
         bankruptcy under the Bankruptcy Code or similar state law; or

                                    (d   dissolve, terminate, liquidate, merge
         with or consolidate into another Person, except as expressly permitted
         pursuant to this Mortgage or the Credit Agreement.

                  5. Insurance.


                                       16
<PAGE>   21


                           (a Insurance Coverage Requirements. The Mortgagor
shall keep in full force and effect insurance, of the types and minimum limits
as follows during the term of this Mortgage:

                                    (i) Property Insurance. Insurance with
         respect to each Property and the Equipment against any peril included
         within the classification "All Risks of Physical Loss" with extended
         coverage in an amount equal to the full insurable value (subject to
         deductibles as permitted below) of such Property and the Equipment
         located thereon, the term "full insurable value" to mean the actual
         replacement cost of the Improvements and the Equipment at such Property
         (without taking into account any depreciation, and exclusive of
         excavations, footings and foundations, landscaping and paving);

                                    (ii) Liability Insurance. Commercial general
         liability insurance, including bodily injury, death and property damage
         liability, and umbrella liability insurance against any and all claims,
         including all legal liability to the extent insurable imposed upon the
         Beneficiary and all court costs and attorneys' fees and expenses,
         arising out of or connected with the possession, use, leasing,
         operation, maintenance or condition of each Property in such amounts as
         are generally required by institutional lenders for properties
         comparable to the applicable Property but in no event for limits of
         less than $1,000,000 per occurrence with combined single limit coverage
         for bodily injury or property damage and excess (umbrella) liability
         coverage of no less than $10,000,000 per occurrence;

                                    (iii) Workers' Compensation Insurance.
         Statutory workers' compensation insurance (to the extent the risks to
         be covered thereby are not already covered by other policies of
         insurance maintained by the Mortgagor), with respect to any work on or
         about each of the Properties;

                                    (iv) Business Interruption. Business
         interruption and/or loss of "rental value" insurance for each of the
         Properties in an amount equal to one (1) year's "rental value"
         attributable to each such Property and based on the "rental value" for
         the immediately preceding year and otherwise sufficient to avoid any
         co-insurance penalty, the term "rental value" to mean the sum of (A)
         the total Rents payable under the Leases at the applicable Property and
         (B) the total amount of all other amounts to be received by the
         Mortgagor or third parties which are the legal obligation of the
         Tenants,


                                       17
<PAGE>   22


         reduced to the extent such amounts would not be received because of
         operating expenses not incurred during a period of non-occupancy of
         that portion of such applicable Property then not being occupied;

                                    (v) Earthquake Insurance. Earthquake
         coverage with such limits and deductibles as are generally required by
         institutional lenders for properties comparable to the applicable
         Property in the county in which each of the Properties is located. Such
         coverage shall be placed with one or more reputable insurers and may
         insure additional properties on a pooled risk basis;

                                    (vi) Flood Insurance. If all or any portion
         of any Property is located within a Federally designated flood hazard
         zone, flood insurance in such amount as generally required by
         institutional lenders for properties comparable to the applicable
         Property; and

                                    (vii) Other Insurance. Such other insurance
         with respect to any Property and the Equipment located therein against
         loss or damage as are reasonably requested by the Beneficiary, provided
         such insurance is of the kind from time to time customarily insured
         against and in such amounts as are generally required by institutional
         lenders for properties comparable to the applicable Property.

                           (b Ratings of Insurers. All insurance coverage shall
be provided by one or more domestic primary insurers having an Alfred M. Best
Company, Inc. rating of "A" or better and financial size category of not less
than IX, except to the extent that insurance in force on the date of this
Mortgage does not satisfy such criteria or if otherwise approved by the
Beneficiary. All insurers providing insurance required by this Mortgage shall be
authorized to issue insurance in the state where the applicable Property is
located.

                  The insurance coverage required under Section 5(a) may be
effected under a blanket policy or policies covering the Trust Estate and other
property and assets not constituting a part of the Trust Estate; provided that
any such blanket policy shall specify, except in the case of public liability
insurance, the portion of the total coverage of such policy that is allocated to
the applicable Property and the Equipment located thereon, and any sublimits in
such blanket policy applicable to the Trust Estate, which amounts shall not be
less than the amounts required pursuant




                                       18
<PAGE>   23


to Section 5(a) and which shall in any case comply in all other respects with
the requirements of this Section 5.

                           (c Form of Insurance Policies; Endorsements. All
insurance policies shall be in such form and with such endorsements as are
comparable to the forms of and endorsements to the Mortgagor's insurance
policies in effect on the date hereof or otherwise in accordance with
commercially reasonable standards applied by prudent owners of commercial or
industrial properties of the same quality as each of the Properties. Certified
copies of all of the above-mentioned insurance policies and/or certificates of
insurance have been delivered to and shall be held by the Beneficiary. All
insurance certificates from time to time delivered (or required to be delivered)
hereunder in order to evidence the property insurance required by Section (a)(i)
of this Article 5 shall be "Accord 27" certificates. The policy or policies
required by Section (a)(i) of this Article 5 shall name the Beneficiary as loss
payee/mortgagee, and all other policies required hereunder shall name the
Beneficiary as additional insured. All policies required to be maintained
hereunder shall provide that all Proceeds be payable to the Beneficiary as set
forth in Section 6 hereof, and shall contain: (i) a standard "non-contributory
mortgagee" endorsement or its equivalent relating, inter alia, to recovery by
the Beneficiary notwithstanding the negligent or willful acts or omissions of
the Mortgagor; (ii) to the extent available, a waiver of subrogation endorsement
as to the Beneficiary providing that no policy shall be impaired or invalidated
by virtue of any act, failure to act, negligence of, or violation of
declarations, warranties or conditions contained in such policy by the
Mortgagor, the Beneficiary or any other named insured, additional insured or
loss payee, except for the willful misconduct of the Beneficiary knowingly in
violation of the conditions of such policy; provided, however, that if such
waiver of subrogation endorsement is not available, Mortgagor shall obtain a
substantially similar waiver with respect to each individual claim filed by
Mortgagor under any such insurance policy; (iii) an endorsement indicating that
neither the Beneficiary nor the Mortgagor shall be or be deemed to be a
co-insurer with respect to any risk insured by such policies and shall provide
for a deductible per loss of an amount not more than that which is customarily
maintained by prudent owners of commercial or industrial properties of the same
quality as the applicable Property, but in no event in excess of $100,000; (iv)
a provision that such policies shall not be cancelled or amended, including,
without limitation, any amendment reducing the scope or limits of coverage,
without at least thirty (30) days prior written notice to the Beneficiary in
each instance; and (v) include effective waivers by the insurer of all claims
for insurance premiums against any loss payees, additional insureds, mortgagees
and named insureds (other than the Mortgagor). Certificates of insurance (in the
form of




                                       19
<PAGE>   24


"Accord 27" certificates with respect to property insurance) with respect to all
renewal and replacement policies shall be delivered to the Beneficiary not less
than thirty (30) days prior to the expiration date of any of the insurance
policies required to be maintained hereunder, which certificates shall bear
notations evidencing payment of applicable premiums and originals (or certified
copies) of such insurance policies shall be delivered to the Beneficiary
promptly after the Mortgagor's receipt thereof. If the Mortgagor fails to
maintain and deliver to the Beneficiary the original policies (or certified
copies) or certificates of insurance required by this Mortgage, the Beneficiary
may, at its option, after ten (10) days' prior written notice to the Mortgagor,
procure such insurance, and the Mortgagor shall reimburse the Beneficiary for
the amount of all premiums paid by the Beneficiary thereon promptly, upon demand
by the Beneficiary, with interest thereon at the Default Rate from the date paid
by the Beneficiary to the date of repayment, and such sum shall be a part of the
Indebtedness secured by this Mortgage.

                  The Beneficiary shall not by the fact of approving,
disapproving, accepting, preventing, obtaining or failing to obtain any
insurance, incur any liability for or with respect to the amount of insurance
carried, the form or legal sufficiency of insurance contracts, solvency of
insurance companies, or payment or defense of lawsuits, and the Mortgagor hereby
expressly assumes full responsibility therefor and all liability, if any, with
respect thereto.

                           (d Compliance with Insurance Requirements. The
Mortgagor shall comply with all Insurance Requirements and shall not bring or
keep any article upon any of the Properties or cause or permit any condition to
exist thereon which would be prohibited by or would invalidate insurance
coverage maintained, or required hereunder or under the Credit Agreement to be
maintained, by the Mortgagor on or with respect to any part of the Trust Estate
pursuant to this Section 5.

                           (e Separate Insurance. The Mortgagor will not take
out separate insurance contributing in the event of loss with that required to
be maintained pursuant to this Section 5, unless such insurance complies with
this Section 5.

                           (f Blanket Policies. Except in the case of public
liability insurance, upon Beneficiary's request, the Mortgagor shall deliver to
Beneficiary an officer's certificate setting forth (i) the number of properties
covered by such policy, (ii) the location by city (if available, otherwise,
county) and state of the properties, (iii) the average square footage of the
properties (or the aggregate square footage),




                                       20
<PAGE>   25


(iv) a brief description of the typical construction type included in the
blanket policy and (v) such other information as Beneficiary may reasonably
request.

                  6. Condemnation and Insurance Proceeds.

                           (a The Mortgagor will promptly notify the Beneficiary
in writing upon obtaining knowledge of (i) the institution of any proceedings
relating to any Taking of, or (ii) the occurrence of any casualty, damage or
injury to, the Properties (or any of them) or Equipment located thereon or any
portion thereof, the restoration of which is estimated by the Mortgagor in good
faith to cost more than $1,000,000.

                           (b In the event of any Taking of, or casualty or
other damage or injury to, any Property, or Equipment located thereon, the
Mortgagor's right, title and interest in and to all compensation, awards,
proceeds, damages, claims, insurance recoveries, causes and rights of action
(whether accrued prior to or after the date hereof) and payments which the
Mortgagor may receive or to which the Mortgagor may become entitled with respect
to such Property or any part thereof (collectively, "Proceeds"), in connection
with any such Taking, casualty or other damage or injury to any Property, or any
part thereof, or Equipment located thereon are hereby assigned to and shall be
paid to the Beneficiary. Notwithstanding anything to the contrary set forth in
this Mortgage, to the extent such Proceeds are not in excess of $1,000,000 (the
"Casualty Amount"), then the Beneficiary hereby consents to and agrees that such
Proceeds are to be paid directly to the Mortgagor to be applied to restoration
of such Property in accordance with the terms hereof and/or the applicable terms
of the Lease. Subject to the provisions of Sections 6(c) and 6(d) hereof,
promptly after the occurrence of any damage or destruction to all or any portion
of such Property or a Taking of a portion of such Property, the Mortgagor shall
commence and diligently prosecute to completion the repair, restoration and
rebuilding of such Property (in the case of a Taking, to the extent it is
capable of being restored) (such repair, restoration and rebuilding are
sometimes hereinafter collectively referred to as the "Work") so damaged,
destroyed or remaining after such damage or destruction or such Taking in full
compliance with all Legal Requirements and free and clear of any and all Liens
(subject to Section 7(c) hereof), except the Permitted Exceptions; it being
understood, however, that the Mortgagor shall not be obligated to restore such
Property to the precise condition of such Property prior to any Taking, casualty
or other damage or injury to such Property (and in fact, so long as the
Mortgagor applies the Proceeds received upon such Taking or casualty to such
Property to restore the damage or injury to such Property and/or to provide
another





                                       21
<PAGE>   26


type of improvement that is reasonably expected to benefit such Property, no
restoration or rebuilding of the damaged or taken structures must be
undertaken), if the Work actually performed, if any, or failed to be performed,
shall have no material adverse effect on the value of such Property from the
value that such Property would have had if the same had been restored to its
condition immediately prior to such Taking or casualty. The Mortgagor will, in
good faith and in a commercially reasonable manner, file and prosecute the
adjustment, compromise or settlement of any claim for insurance or Taking
Proceeds and, subject to the Mortgagor's right to receive the direct payment of
any Proceeds up to the Casualty Amount subject to the provisions below, will
cause the same to be collected and the net Proceeds paid over to the
Beneficiary, to be held and applied in accordance with the provisions of this
Mortgage. The Mortgagor hereby irrevocably authorizes and empowers the
Beneficiary, in the name of the Mortgagor as its true and lawful
attorney-in-fact, to file and prosecute such claim and to collect and to make
receipt for any such payment, and, in the event the Mortgagor fails so to act
for a period of ten (10) days following the Mortgagor's receipt of written
notice from the Beneficiary or if an Event of Default shall have occurred and be
continuing, then in such case the Beneficiary may file such claim and prosecute
it with counsel satisfactory to it at the expense of the Mortgagor. The
Beneficiary shall have the right to approve, such approval not to be
unreasonably withheld or delayed, any settlement which might result in any
Proceeds in excess of the Casualty Amount, and the Mortgagor will deliver to the
Beneficiary all instruments reasonably requested by the Beneficiary to permit
such approval. The Mortgagor will pay all costs, fees and expenses reasonably
and actually incurred by the Beneficiary (including all reasonable attorneys'
fees and expenses actually incurred, the reasonable fees of insurance experts
and adjusters and reasonable costs incurred in any litigation or arbitration) in
connection with the settlement of any claim for insurance or Taking Proceeds and
seeking and obtaining of any payment on account thereof in accordance with the
foregoing provisions. If any insurance or Taking Proceeds are received by the
Mortgagor, such Proceeds shall be received in trust for the Beneficiary, shall
be used to pay for the cost of the Work in accordance with the terms hereof, and
in the event such Proceeds are in excess of the Casualty Amount, shall be
forthwith paid to the Beneficiary to be held by the Beneficiary in a segregated
account in trust for the Mortgagor, in each case to be applied or disbursed in
accordance with the provisions hereof.

                           (c Upon the occurrence and during the continuance of
an Event of Default hereunder, all net Proceeds shall be paid over to the
Beneficiary and shall be applied first toward reimbursement of the Beneficiary's
reasonable costs and expenses actually incurred in connection with recovery of
the Proceeds and disbursement



                                       22
<PAGE>   27


of the Proceeds (as further described below), including, without limitation,
reasonable administrative costs and inspection fees, and then to the payment or
prepayment of the Indebtedness secured hereby in such order as the Beneficiary
shall determine.

                           (d If Proceeds are not paid directly to Mortgagor
pursuant to this Section 6 or are not required to be applied towards payment of
the Indebtedness pursuant to Section 6(c) above, then the Beneficiary shall make
the Proceeds which it is holding pursuant to the terms hereof available to the
Mortgagor (after payment of any reasonable expenses actually incurred by the
Beneficiary in connection with the collection thereof), for payment of or
reimbursement of the Mortgagor's expenses incurred with respect to the Work,
upon the following terms and subject to the following conditions:

                                    (i)  there shall be no continuing Event of
         Default hereunder;

                                    (ii)  if the estimated cost of the Work (as
         estimated by the architect referred to in clause (iii) below) shall
         exceed the Proceeds available, the Mortgagor shall at its option either
         deposit with or deliver to the Beneficiary an amount equal to such
         excess in the form of (A) Cash and Cash Equivalents or (B) an
         unconditional, irrevocable, clean sight draft letter of credit in
         commercially reasonable form and issued by an Approved Bank; and

                                    (iii)  the Beneficiary shall be furnished
         with an estimate of the cost of the Work accompanied by an Independent
         Architect's certification as to such costs and appropriate plans and
         specifications for the Work. The plans and specifications or
         construction documents shall require that the Work be done in a
         first-class workmanlike manner at least equivalent to the quality and
         character of the original Improvements (provided, however, that in the
         case of a Taking the restoration of the applicable Property shall be
         done to the extent reasonably practicable after taking into account the
         consequences of such Taking), so that upon completion thereof, the
         applicable Property shall be at least equal in value and general
         utility to such Property immediately prior to the damage or
         destruction. The Mortgagor shall restore all Improvements such that
         when they are fully restored and/or repaired such Improvements and
         their contemplated use fully comply with all applicable



                                       23
<PAGE>   28

         Legal Requirements, including, without limitation, zoning,
         environmental and building laws, codes, ordinances and regulations.

                           (e   Disbursement of the Proceeds to the Mortgagor
shall be made from time to time (but not more frequently than once in any month)
by the Beneficiary as the Work progresses upon receipt by the Beneficiary of (i)
an Officers' Certificate dated not more than thirty (30) days prior to the
application for such payment, requesting such payment or reimbursement and
setting forth the Work performed which is the subject of such request, the
parties which performed such Work and the actual cost thereof, and also
certifying that such Work and materials are free and clear of Liens (subject to
Section 7(c) hereof) other than Permitted Exceptions and (ii) an Independent
Architect's certificate certifying performance of the Work together with an
estimate of the cost to complete the Work. No payment made prior to the final
completion of the Work shall exceed ninety percent (90%) of the value of the
Work performed or materials furnished and incorporated into the Improvements
from time to time, and at all times the undisbursed balance of said Proceeds,
together with all amounts deposited, bonded, guaranteed or otherwise funded
pursuant to clause (ii) above, shall be at least sufficient to pay for the cost
of completion of the Work, free and clear of Liens (subject to Section 7(c)
hereof) other than Permitted Exceptions; final payment shall be made upon
receipt by the Beneficiary of a certification by an Independent Architect as to
the completion substantially in accordance with the submitted plans and
specifications, and the filing of a notice of completion and the receipt by the
Beneficiary of final lien waivers (subject to Section 7(c) hereof) from each
contractor or materialman. The Beneficiary may at its option require an
endorsement to its title insurance policy insuring the continued priority of the
Lien of this Mortgage (subject to Permitted Exceptions) as to all sums advanced
hereunder, such endorsement to be paid for by the Mortgagor.

                           (f   In the event that any condition to application
of Proceeds to the Work contained in Section 6(d) above is not satisfied within
a reasonable period of time, then, upon thirty (30) days prior written notice
all Proceeds with respect to the Taking of or damage or injury to the Trust
Estate in question shall be applied by the Beneficiary to the payment or
prepayment of all or any portion of the Indebtedness secured hereby.

                           (g   In the event that, after the completion of the
Work and payment of all costs of completion, there are excess Proceeds, then,
upon thirty (30) days prior written notice to Mortgagor such excess Proceeds
with respect to the Taking of or damage or injury to the Trust Estate shall be
applied by the Beneficiary



                                       24
<PAGE>   29


to the payment or prepayment of all or any portion of the Indebtedness secured
hereby.

                           (h   In the event of a Taking of 100% of any
Property, the Mortgagor shall prepay the Note, without penalty or premium, in an
amount equal to the net Proceeds received by the Mortgagor for such Property.

                           (i   In the event of a casualty which damages 100% of
any Property, the Mortgagor shall prepay the Note, without penalty or premium,
in an amount equal to the net Proceeds received by the Mortgagor for such
Property, and such Property shall be released from the lien and security
interests of the Loan Documents.

                  7.  Impositions, Liens and Other Items.

                           (a   The Mortgagor shall deliver to the Beneficiary
annually, no later than fifteen (15) Business Days after the first day of each
fiscal year of the Mortgagor, and shall update as new information is received, a
schedule describing all Impositions payable or estimated to be payable during
such fiscal year attributable to or affecting the Trust Estate or the Mortgagor.
Subject to its right of contest set forth in Section 7(c), the Mortgagor shall
pay all Impositions which are attributable to or affect each of the Properties
or the Mortgagor with respect to each of the Properties, prior to the date such
Impositions shall become delinquent or late charges may be imposed thereon,
directly to the applicable taxing authority with respect thereto, unless and to
the extent the Beneficiary shall pay such Impositions from any Mortgage Escrow
Amounts pursuant to Section 8 hereof. The Mortgagor shall deliver to
Beneficiary, not later than forty five (45) days after each payment of
Impositions, paid receipts evidencing the payment of such Impositions.

                           (b   Subject to its right of contest set forth in
Section 7(c), the Mortgagor shall at all times keep the Properties and the
Equipment located thereon free from all Liens (other than the Lien hereof and
Permitted Exceptions) and shall pay when due and payable all claims and demands
of mechanics, materialmen, laborers and others which, if unpaid, might result in
or permit the creation of a Lien on any Property or any portion thereof and the
Equipment located thereon, whether ranked senior, pari passu or junior to the
priority of the Lien created hereby, and shall in any event cause the prompt,
full and unconditional discharge of all Liens imposed on or against any
Property, or any portion thereof, and the Equipment located thereon within
forty-five (45) Domestic Business Days after receiving written notice of the







                                       25
<PAGE>   30

filing (whether from the Beneficiary, the lienor or any other Person) thereof.
The Mortgagor shall do or cause to be done, at the sole cost of the Mortgagor,
everything necessary to fully preserve the first priority of the Lien of this
Mortgage against the Properties and the Equipment located thereon, subject to
the Permitted Exceptions. Upon the occurrence of an Event of Default with
respect to Mortgagor's Obligations as set forth in this Section 7, the
Beneficiary may (but shall not be obligated to) make such payment or discharge
such Lien, and the Mortgagor shall reimburse the Beneficiary on demand for all
such advances pursuant to Section 15 hereof, together with interest thereon at
the Default Rate.

                           (c Nothing contained herein shall be deemed to
require the Mortgagor to pay any Imposition, to satisfy any Lien or to comply
with any Legal Requirement or Insurance Requirement so long as the Mortgagor is
in good faith, and by proper legal proceedings, diligently contesting the
validity, amount or application thereof, provided that in each case, at the time
of the commencement of any such action or proceeding, and during the pendency of
such action or proceeding, (i) no Event of Default shall exist and be continuing
hereunder, (ii) adequate reserves with respect thereto are maintained on the
Mortgagor's books in accordance with GAAP, (iii) such contest operates to
suspend collection or enforcement, as the case may be, of the contested
Imposition or Lien and such contest is maintained and prosecuted continuously
and with diligence, (iv) in the case of any Insurance Requirement, the failure
of the Mortgagor to comply therewith shall not impair the validity of any
insurance required to be maintained by the Mortgagor under Section 5 or the
right to full payment of any claims thereunder, and (v) in the case of
Impositions and Liens, during such contest, security in the form required by
Section 6(d)(ii), assuring the discharge of the Mortgagor's obligations being
contested and of any additional interest, charge, or penalty arising from such
contest. Notwithstanding the foregoing, any such reserves or the furnishing of
any bond or other security, the Mortgagor promptly shall comply with any
contested Legal Requirement or Insurance Requirement or shall pay any contested
Imposition or Lien, and compliance therewith or payment thereof shall not be
deferred, if, at any time a Property or any portion thereof, or any Equipment
located thereon shall be, in the Beneficiary's reasonable judgment, in danger of
being forfeited or lost or the Beneficiary may be subject to civil or criminal
damages as a result thereof. If such action or proceeding is terminated or
discontinued adversely to the Mortgagor without any right of appeal exercised by
the Mortgagor within the time period legally permitted therefore, the Mortgagor,
upon written demand, shall deliver to the Beneficiary reasonable evidence of the
Mortgagor's compliance with such contested Imposition, Lien, Legal Requirements
or Insurance Requirements, as the case may be.



                                       26
<PAGE>   31


                  8. Funds for Taxes and Insurance.

                           (a From and after the occurrence of any Event of
Default by the Mortgagor hereunder, the Beneficiary may at its sole election,
upon three (3) Business Day's written notice to the Mortgagor, require the
Mortgagor to pay additional amounts sufficient to discharge the obligations of
the Mortgagor under Sections 5 and 7 hereof with respect to insurance premiums
and Impositions, as and when they become due (such amounts, the "Mortgage Escrow
Amounts"). Upon the Beneficiary's election to require Mortgage Escrow Amounts in
accordance with the foregoing, the Mortgagor shall pay to the Beneficiary to be
held in an account controlled by the Beneficiary (the "Escrow Account") a sum
which bears the same relation to the annual insurance premiums for all insurance
required by the terms hereof and Impositions assessed against the Properties for
the insurance period or tax year then in effect, as the case may be, as (i) the
number of months elapsed as of the date of such election since the last
preceding installment of said premiums or Impositions shall have become due and
payable bears to (ii) twelve (12). For the purpose of this computation, the
month in which such last preceding installment of premiums or Impositions became
due and payable and the month in which the Beneficiary makes such election shall
be included and deemed to have elapsed. During each month thereafter, until the
Beneficiary shall elect that the provisions of this Section 8 shall no longer be
applicable, the Mortgagor shall pay with respect to the Mortgage Escrow Amounts
a sum equal to the one-twelfth of such insurance premiums and such Impositions
for the then-current insurance period and tax year, so that as each installment
of such premiums and Impositions shall become due and payable, the Beneficiary
shall have received a sum sufficient to pay the same. If the amount of such
premiums and Impositions has not been definitely ascertained at the time when
any such monthly deposits are to be made, the Mortgagor shall pay Mortgage
Escrow Amounts based upon the amount of such premiums and Impositions for the
preceding year, subject to adjustment as and when the amount of such premiums
and Impositions are ascertained.

                           (b The Mortgage Escrow Amounts shall be held by the
Beneficiary and shall be applied by Beneficiary to the payment of the
obligations in respect of which such Mortgage Escrow Amounts were required
except upon the occurrence of an Event of Default and the acceleration of the
Note in which case all or any portion of such Mortgage Escrow Amounts may be so
transferred or otherwise applied to the Indebtedness in such order or priority
as the Beneficiary may elect or the Beneficiary may exercise any of its rights
or remedies with respect to same under any of the Loan Documents, at law or in
equity. Any Mortgage Escrow Amounts




                                       27
<PAGE>   32



paid by the Mortgagor in excess of the actual obligations for which they were
required, shall be held and applied to the obligations for the ensuing year or
otherwise applied in accordance with the terms of the Loan Documents. Nothing
herein contained shall be deemed to affect any right or remedy of the
Beneficiary under this Mortgage or otherwise at law or in equity to pay any such
amount and to add the amount so paid to the Indebtedness hereby secured. Any
such application of said amounts or any portion thereof to any Indebtedness
secured hereby shall not be construed to cure or waive any Default or notice of
Default hereunder or invalidate any act done pursuant to any such Default or
notice.

                           (c If the Beneficiary elects to require Mortgage
Escrow Amounts pursuant to this Section 8, the Mortgagor shall deliver to the
Beneficiary all tax bills, bond and assessment statements, statements of
insurance premiums, and statements for any other obligations referred to above
as soon as the same are received by the Mortgagor, and the Beneficiary shall
cause the same to be paid when due to the extent of Mortgage Escrow Amounts in
the Escrow Account available therefor. It is expressly acknowledged and agreed
that the Beneficiary shall have no obligation whatsoever to advance any amounts
in payment of all or any portion of such obligations to the extent that Mortgage
Escrow Amounts received are insufficient to pay any such obligations as and when
the same become due.

                  9. The Beneficiary and Trustees. If any section of this
Mortgage provides that this document shall constitute a deed of trust, the
provisions of this Section 9 shall be applicable.

                           (a The Trustees accept the trusts hereby created and
agree to perform the duties herein required of them upon the terms and
conditions hereof.

                  The duties and obligations of the Trustees in respect of this
Mortgage shall be as set forth in this Section 9.

                                    (i) Except upon the occurrence and during
         the continuance of an Event of Default actually known to the
         Beneficiary,

                                    (A the Trustees shall undertake to perform
         such duties and obligations and only such duties and obligations as are
         specifically set forth in this Mortgage and the Loan Documents or as
         otherwise directed by a letter of direction from the Beneficiary, and
         no implied covenants or



                                       28
<PAGE>   33


         obligations shall be read into this Mortgage or the Loan Documents
         against the Trustees; and

                                    (B in the absence of bad faith, the Trustees
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustees and conforming to the requirements
         of this Mortgage and the Loan Documents.

                                    (ii) In case an Event of Default known to
         the Beneficiary has occurred and is continuing, the Trustees shall
         exercise the rights and powers vested in the Trustees by this Mortgage
         and the Loan Documents, with reasonable care, as directed by
         Beneficiary.

                                    (iii) No provision of this Mortgage shall be
         construed to relieve the Trustees from liability for their own gross
         negligence or willful misconduct, except that

                                    (A this Subsection shall not be construed to
         limit the effect of subsection (b) of this Section 9;

                                    (B the Trustees shall not be liable for any
         error of judgment made in good faith by an officer of the Trustees,
         unless it shall be proved that such Trustees were negligent in
         ascertaining the pertinent facts; and

                                    (C the Trustees shall not be liable with
         respect to any action taken or omitted to be taken in good faith in
         accordance with the direction of the Beneficiary relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustees, or exercising any trust or power conferred upon the
         Trustees under this Mortgage or the other Loan Documents.

                                    (iv) Whether or not therein expressly so
         provided, every provision of this Mortgage relating to the conduct or
         affecting the liability of or affording protection to the Trustees
         shall be subject to the provisions of this Section 9(a).



                                       29
<PAGE>   34


                                    (v) No provision of this Mortgage shall
         require the Trustees to expend or risk their own funds or otherwise
         incur any personal financial liability in the performance of any of
         their duties hereunder, or in the exercise of any of their rights or
         powers.

                           (b  At any time or times for the purpose of meeting
the Legal Requirements of any jurisdiction in which any part of a Trust Estate
may at the time be located, the Beneficiary shall have the power to appoint and,
upon the written request of the Beneficiary, the Mortgagor shall for such
purpose join with the Beneficiary in the execution, delivery and performance of
all instruments and agreements necessary or proper to appoint one or more
Persons reasonably approved by the Beneficiary to act as trustee pursuant to
this Mortgage in such jurisdiction for such portion of the Trust Estate located
in such jurisdiction (the "Jurisdictional Trustee") with such powers as are
provided in the instrument of appointment which shall expressly designate the
Properties affected and the capacity of the appointee as a Jurisdictional
Trustee, and to vest in such Person or Persons in the capacity aforesaid, any
property, title, right or power deemed necessary or desirable, subject to the
other provisions of this Section 9. If the Mortgagor does not join in such
appointment within fifteen (15) days after the receipt by it of a request so to
do, or in case an Event of Default has occurred and is continuing, the
Beneficiary alone shall make such appointment. Should any written instrument
from the Mortgagor be required by any Jurisdictional Trustee so appointed for
more fully confirming to such Jurisdictional Trustee such property, title, right
or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Mortgagor.

                                    (i) Every Jurisdictional Trustee shall, to
         the extent permitted by law, but to such extent only, be appointed
         subject to the terms set forth in Section 9(b)(iii) hereof.

                                    (ii) As of the date hereof the Trustee named
         on page 1 hereof is hereby appointed Jurisdictional Trustee for the
         State in which the Properties are located.

                                    (iii) To the extent permitted by law, but to
         such extent only, the Jurisdictional Trustee is appointed herein
         subject to the following terms, namely:

                                    (A Subject to the terms hereof and to the
         extent permitted by law, all rights, powers, duties and obligations
         under this Mortgage


                                       30
<PAGE>   35

         granted to or imposed upon the Beneficiary and the Jurisdictional
         Trustee shall be exercised solely by the Beneficiary.

                                    (B The rights, powers, duties and
         obligations hereby conferred or imposed upon the Beneficiary and the
         Jurisdictional Trustee in respect of any Property covered by such
         appointment shall be exercised or performed by the Beneficiary
         separately, or at the election of the Beneficiary by the Beneficiary
         and the Jurisdictional Trustee jointly, except to the extent that (i)
         under any law of any jurisdiction in which any particular act is to be
         performed by the Beneficiary and/or the Jurisdictional Trustee and the
         Beneficiary shall be incompetent or unqualified to perform such act or
         (ii) the Beneficiary shall deem it inconvenient or undesirable to
         perform such act, then in any such event such rights, powers, duties
         and obligations shall be exercised and performed by the Jurisdictional
         Trustee at the written direction of the Beneficiary.

                                    (C The Beneficiary at any time, by an
         instrument in writing executed by it, may accept the resignation of or
         remove any Jurisdictional Trustee. Upon the written request of the
         Beneficiary, the Mortgagor shall join with the Beneficiary in the
         execution, delivery and performance of all instruments and agreements
         necessary or proper to effectuate such resignation or removal. A
         successor to the Jurisdictional Trustee so resigned or removed may be
         appointed in the manner provided in this Section 9.

                                    (D Upon the resignation or removal of any
         Jurisdictional Trustee, the Beneficiary shall have power to appoint
         and, upon the written request of the Beneficiary, the Mortgagor shall,
         for such purpose, join with the Beneficiary in the execution, delivery
         and performance of all instruments and agreements necessary or proper
         to appoint one or more Persons reasonably approved by the Beneficiary
         to act as successor Jurisdictional Trustee of all or any part of the
         Trust Estate so designated, with such power as provided for in this
         Section 9, and to vest in such Person or Persons in the capacity
         aforesaid, any property, title, right or power deemed necessary or
         desirable, subject to the other provisions of this Section 9. If the
         Mortgagor does not join in such appointment, within fifteen (15) days
         after the receipt by it of a request so to do, or in case an Event of
         Default has occurred and is continuing, the Beneficiary acting alone
         shall make such appointment. Should any written instrument from the
         Mortgagor be required by any successor Jurisdictional Trustee so
         appointed for more fully confirming to





                                       31
<PAGE>   36


         such trustee such property, title, right or power, any and all such
         instruments shall, on request, be executed, acknowledged and delivered
         by the Mortgagor.

                                    (E No Jurisdictional Trustee hereunder shall
         be personally liable by reason of any act or omission of the
         Beneficiary or any other trustee hereunder and the Beneficiary shall
         not be personally liable by reason of any act or omission of the
         Jurisdictional Trustee; neither shall knowledge of the Beneficiary be
         imputed to the Jurisdictional Trustee nor shall knowledge of the
         Jurisdictional Trustee be imputed to the Beneficiary.

                                    (F Any notice delivered to the Beneficiary
         shall be deemed to have been sufficiently delivered without any
         delivery to the Jurisdictional Trustee.

                                    (G Any obligation of the Mortgagor to file
         or give notices, reports or information to the Beneficiary hereunder
         shall be satisfied by the delivery thereof to the Beneficiary.

                                    (H Any successor to the Jurisdictional
         Trustee (herein, in this subsection (H), called the "Successor
         Jurisdictional Trustee") shall execute, acknowledge and deliver to his
         predecessor (herein called the Predecessor Jurisdictional Trustee), the
         Beneficiary and the Mortgagor, an instrument accepting such
         appointment. Thereupon, the Successor Jurisdictional Trustee shall,
         without any further act, deed or conveyance, become vested with the
         estates, properties, rights, powers, duties and trusts of the
         Predecessor Jurisdictional Trustee in the trusts created by this
         Mortgage, with the same effect as if originally named as Jurisdictional
         Trustee. At the written request of the Mortgagor, the Beneficiary or
         the Successor Jurisdictional Trustee, the Predecessor Jurisdictional
         Trustee shall execute and deliver an instrument, in recordable form,
         transferring to the Successor Jurisdictional Trustee, upon the trusts
         herein expressed, the Trust Estate and shall duly assign transfer,
         deliver and pay over to the Successor Jurisdictional Trustee, any
         property and money subject to the lien hereof held by him. If any
         written instrument from the Mortgagor or the Beneficiary be required by
         the Successor Jurisdictional Trustee for more fully and certainly
         vesting in and confirming to the Successor Jurisdictional Trustee such
         estates, properties, rights, powers and trusts, then, at the request of
         the Successor Jurisdictional Trustee, all such instruments shall be
         made, executed, acknowledged



                                       32
<PAGE>   37


         and delivered by the Mortgagor or the Beneficiary to the Successor
         Jurisdictional Trustee.

                           (c The Mortgagor covenants and agrees:

                                    (i) to reimburse the Beneficiary and the
         Trustees from time to time for all reasonable, out-of-pocket costs and
         expenses incurred by them hereunder;

                                    (ii) to reimburse each of the Beneficiary
         and the Trustees upon request for all reasonable out-of-pocket
         expenses, disbursements and advances incurred or made by it or him in
         accordance with any provision of this Mortgage (including reasonable
         compensation, expenses and disbursements of agents and counsel), except
         any such expense, disbursement or advance as may be attributable to
         Beneficiary's or Trustee's negligence or bad faith; and

                                    (iii) to indemnify the Beneficiary and the
         Trustees for, and to hold each harmless against, any loss, liability or
         expense incurred without negligence, willful misconduct or bad faith on
         its or his part, arising out of or in connection with the acceptance or
         administration of the trust or trusts hereunder or the enforcement of
         remedies hereunder including the reasonable costs and expenses of
         defending against any claim or liability in connection with the
         exercise or performance of any of the powers or duties hereunder or
         thereunder (except any liability incurred by the Trustees and the
         Jurisdictional Trustee with negligence, willful misconduct or bad faith
         on its or their part).

The obligations of the Mortgagor under this Section 9(c) to compensate or
indemnify the Trustees and the Beneficiary and to pay or reimburse the Trustees
and the Beneficiary for reasonable, out-of-pocket expenses, disbursements and
advances shall constitute additional Indebtedness hereunder and shall survive
the satisfaction and discharge of this Mortgage. When the Trustees or the
Beneficiary incur expenses or render services after an occurrence of an Event of
Default hereunder, the expenses and compensation for services are intended to
constitute expenses of administration under any Bankruptcy Law.

                           (d)  If an individual Person is named as Trustee on
page 1 hereof, such individual is hereby appointed Individual Trustee for the
State in which




                                       33
<PAGE>   38


the Properties are located. To the extent permitted by law, but to such extent
only, the Individual Trustee is appointed herein by the Beneficiary subject to
the following terms, namely:

                                    (i) Subject to the terms hereof and to the
         extent permitted by law, all the rights, powers, duties and obligations
         under this Mortgage granted to or imposed upon the Individual Trustees
         shall be exercised solely by the Beneficiary except as herein provided.

                                    (ii) The rights, powers, duties and
         obligations hereby conferred or imposed upon the Individual Trustee in
         respect of any property covered by such appointment shall be exercised
         or performed by the Beneficiary separately, or at the election of the
         Beneficiary by the Beneficiary and the Individual Trustee jointly,
         except to the extent that (i) under any law of any jurisdiction in
         which any particular act is to be performed by the Individual Trustees
         the Beneficiary shall be incompetent or unqualified to perform such act
         or (ii) the Beneficiary shall deem it inconvenient or undesirable to
         perform such act, then in any such event such rights, powers, duties
         and obligations shall be exercised and performed by the Individual
         Trustee at the written direction of the Beneficiary.

                                    (iii) The Beneficiary at any time, by an
         instrument in writing executed by it, may accept the resignation of or
         remove any Individual Trustee. Upon the written request of the
         Beneficiary, the Mortgagor shall join with the Beneficiary in the
         execution, delivery and performance of all instruments and agreements
         necessary or proper to effectuate such resignation or removal. A
         successor to the Individual Trustee so resigned or removed may be
         appointed in the manner provided in this Section.

                                    (iv) Upon the death, resignation or removal
         of any Individual Trustee, the Beneficiary shall have power to appoint
         and, upon the written request of the Beneficiary, the Mortgagor shall,
         for such purpose, join with the Beneficiary in the execution, delivery
         and performance of all instruments and agreements necessary or proper
         to appoint, one or more persons approved by the Beneficiary to act as
         Successor Individual Trustee together with the Beneficiary of all or
         any part of the Trust Estate, with such powers as provided for in this
         Section 9, and to vest in such person or persons in the capacity
         aforesaid, any property, title, right or power deemed necessary or
         desirable, subject to the other provisions of this Section 9. If the
         Mortgagor



                                       34
<PAGE>   39


         does not join in such appointment, within fifteen (15) days after the
         receipt by it of a request so to do, or in case an Event of Default has
         occurred and is continuing, the Beneficiary acting alone shall make
         such appointment.

                                    (v) Should any written instrument from the
         Mortgagor be required by any successor Individual Trustee so appointed
         for more fully confirming to such trustee such property, title, right
         or power, any and all such instruments shall, on request, be executed,
         acknowledged and delivered by the Mortgagor.

                                    (vi) No Individual Trustee hereunder shall
         be personally liable by reason of any act or omission of the
         Beneficiary or any other trustee hereunder and the Beneficiary shall
         not be personally liable by reason of any act or omission of the
         Individual Trustee; neither shall knowledge of the Beneficiary be
         imputed to the Individual Trustee nor shall knowledge of the Individual
         Trustee be imputed to the Beneficiary.

                                    (vii) Any notice delivered to the
         Beneficiary shall be deemed to have been sufficiently delivered without
         any delivery to the Individual Trustee.

                                    (viii) Any obligation of the Mortgagor to
         file or give notices, reports or information to the Trustees hereunder
         shall be satisfied by the delivery thereof to the Beneficiary.

                  Any successor to the Individual Trustee (herein, in this
subsection (d) called the "Successor Individual Trustee") shall execute,
acknowledge and deliver to his predecessor (herein, in this subsection (h),
called the "Predecessor Individual Trustee"), the Beneficiary and the Mortgagor,
an instrument accepting such appointment. Thereupon, the Successor Individual
Trustee shall, without any further act, deed or conveyance, become vested with
the estates, properties, rights, powers, duties and trusts of the Predecessor
Individual Trustee in the trusts created by this Mortgage, with the same effect
as if originally named as Individual Trustee. At the written request of the
Mortgagor, the Beneficiary or the Successor Individual Trustee, the Predecessor
Individual Trustee shall execute and deliver an instrument transferring to the
Successor Individual Trustee, upon the trusts herein expressed, the Trust Estate
and shall duly assign, transfer, deliver and pay over to the Successor
Individual Trustee, any property and money subject to the lien hereof held by
him. If any written instrument from the Mortgagor or the Beneficiary be required
by the





                                       35
<PAGE>   40


Successor Individual Trustee for more fully and certainly vesting in and
confirming to the Successor Individual Trustee such estates, properties, rights,
powers and trusts, then, at the request of the Successor Individual Trustee, all
such instruments shall be made, executed, acknowledged and delivered by the
Mortgagor or the Beneficiary to the Successor Individual Trustee.

                           (e) At any time or times, (i) for the purpose of
meeting the Legal Requirements of any jurisdiction in which any part of a Trust
Estate may at the time be located or (ii) if the Beneficiary deems it to be
necessary or desirable for the protection of its interests, the Beneficiary
shall have the power to appoint, and upon written request of the Beneficiary,
the Mortgagor shall for such purpose join with the Beneficiary in the execution,
delivery and performance of all instruments and agreements necessary or proper
to appoint, one or more Persons approved by the Beneficiary either to act as
co-trustee, jointly with the Beneficiary, of all or any part of the Trust
Estate, or to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment which shall
expressly designate the property affected and the capacity of the appointee as
either a co-trustee or separate trustee, and to vest in such person or persons
in the capacity aforesaid, any property, title, right or power deemed necessary
or desirable, subject to the other provisions of this Section 9. If the
Mortgagor does not join in such appointment within 15 days after the receipt by
it of a request so to do, or in case an Event of Default has occurred and is
continuing, the Beneficiary alone shall make such appointment.

                  Should any written instrument from the Mortgagor be required
by any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right or power, any
and all such instruments shall, by request, be executed, acknowledged and
delivered by the Mortgagor.

                  Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the same
terms as hereinabove set forth for the Individual Trustee.

                  10. Transfers, Additional Indebtedness and Subordinate Liens.

                           (a) Except as permitted under the Credit Agreement,
the Mortgagor will not without the Beneficiary's prior written consent, which
consent may be withheld in the Beneficiary's sole discretion, (i) sell, assign,
convey, transfer




                                       36
<PAGE>   41


or otherwise dispose of legal or beneficial interests in all or any part of the
Properties, (ii) incur additional Debt (as such term is defined in the Credit
Agreement), (iii) sell, assign, convey, transfer, or otherwise dispose of any
legal or beneficial interest in the Mortgagor or any entity constituting the
Mortgagor, or permit any owner of a legal or beneficial interest in the
Mortgagor to do the same, or file a declaration of condominium with respect to
any Property, or (iv) mortgage, hypothecate or otherwise encumber or grant a
security interest in the Trust Estate or any interest in the Mortgagor or entity
constituting the Mortgagor (the matters referred to in clauses (i) through (iv)
are collectively referred to as a "Transfer").

                           (b) Any Transfer made in violation of this Mortgage
or the Credit Agreement shall be an immediate Event of Default hereunder and
shall be void and of no force or effect as against the Beneficiary. Upon any
such Transfer made in violation of Section 10(a), the Beneficiary may, at its
option and without limiting any other right or remedy available to the
Beneficiary hereunder, under any of the other Loan Documents, or otherwise at
law or in equity, accelerate the maturity of the Note and require the payment of
the then existing outstanding principal balance, accrued interest and all other
Indebtedness due under the Note and this Mortgage and any and all other amounts
due to the Beneficiary. The Mortgagor shall reimburse the Beneficiary for all
reasonable costs and expenses, including, without limitation, reasonable
attorneys' fees, actually incurred by the Beneficiary in connection with the
review by the Beneficiary of the Mortgagor's request for the Beneficiary's
consent to a Transfer of all or any portion of the Trust Estate or any interest
therein or any interest in the Mortgagor.

                  11. Maintenance of Trust Estate; Alterations; Inspection;
Utilities.

                           (a) The Mortgagor shall keep and maintain the Trust
Estate and every part thereof in good condition and repair, subject to ordinary
wear and tear, and shall not permit or commit any impairment, deterioration or
intentional waste of any Property and the Equipment located thereon in any
material respect. The Mortgagor further covenants to do all other acts which
from the character or use of any Property may be reasonably necessary to protect
the security hereof, the specific enumerations herein not excluding the general.
The Mortgagor shall not remove or demolish any Improvement on any Property
except as the same may be necessary in connection with an Alteration or a
restoration in connection with a Taking or casualty, required under the Leases
or in the ordinary course of business in accordance with the terms and
conditions hereof.



                                       37
<PAGE>   42


                           (b) Except as may be necessary in connection with an
Alteration permitted by Section 11(c) below, the Mortgagor shall not make any
changes or allow any changes to be made in the use of a Property as a commercial
or industrial property and related uses or initiate or acquiesce in any change
in any zoning or other land use classification affecting all or any portion of a
Property now or hereafter in effect and affecting all or any portion of a
Property in a manner which could result in a Material Adverse Effect.

                           (c) The Mortgagor shall have the right, without the
Beneficiary's consent, to undertake any alteration, improvement, demolition or
removal (any such alteration, improvement, demolition or removal, an
"Alteration") of a Property or any portion thereof so long as any such
Alteration is (i) required or permitted pursuant to or in connection with any
Lease or (ii) provided that no Event of Default shall have occurred and be
continuing hereunder, does not in the aggregate cost more than $1,000,000. The
Beneficiary shall not unreasonably withhold its consent to any Alteration in
excess of $1,000,000 which is not otherwise permitted under the terms of the
applicable Lease. Any Alteration which involves an estimated cost of more than
$1,000,000 in the aggregate for any Property shall be conducted under the
supervision of an Independent Architect, and no such Alteration shall be
undertaken until five (5) Domestic Business Days after there shall have been
filed with the Beneficiary, for information purposes only and not for approval
by the Beneficiary, detailed plans and specifications and cost estimates
therefor, prepared and approved in writing by such Independent Architect. Such
plans and specifications may be revised at any time and from time to time,
provided that material revisions of such plans and specifications are filed with
the Beneficiary, for information purposes only, together with the written
approval thereof by such Independent Architect. All work done in connection with
any Alteration shall be performed with due diligence in a good and workmanlike
manner, all materials used in connection with any Alteration shall not be less
than the standard of quality of the materials currently used at such Property
and all work performed and all materials used shall be in accordance with all
applicable Legal Requirements and the insurance requirements of the insurance
policies required hereby.

                           (d) The Beneficiary and any Persons authorized by
them may at all reasonable times, upon reasonable notice and in compliance with
the Leases enter and examine any Property and may inspect all work done, labor
performed and materials furnished in and about any Property




                                       38
<PAGE>   43


                  12. Legal Compliance. The Mortgagor and the Properties and the
Equipment thereon and the use thereof comply in all material respects with all
Legal Requirements (hereinafter defined). Subject to the Mortgagor's right of
contest pursuant to Section 7(c), the Mortgagor shall comply with and conform in
all material respects to all present and future laws, statutes, codes,
ordinances, orders, judgments, decrees, injunctions, rules, regulations and
requirements, and irrespective of the nature of the work to be done, of every
Governmental Authority including, without limitation, Environmental Laws,
consumer protection laws and all covenants, restrictions and conditions now or
hereafter of record which may be applicable to Mortgagor or to any Property and
the Equipment thereon, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration, repair or reconstruction of any Property and
the Equipment thereon, including, without limitation, building and zoning codes
and ordinances (collectively, the "Legal Requirements"), the failure to comply
with would, in the aggregate, have a material adverse effect on the value of any
Property taken as a whole.

                  13. Books and Records, Financial Statements, Reports and Other
Information.

                           (a) Books and Records. The Mortgagor will keep and
maintain on a fiscal year basis proper books and client records, in which
accurate and complete entries shall be made of all dealings or transactions of
or in relation to the Note and the Trust Estate and the business and affairs of
the Mortgagor relating to the Trust Estate, in accordance with GAAP and the
Credit Agreement. The Beneficiary and its authorized representatives shall have
the right at reasonable times and upon reasonable notice to examine the books
and records of the Mortgagor relating to the operation of the Trust Estate and
to make such copies or extracts thereof as the Beneficiary may reasonably
require.

                           (b) Other Information. The Mortgagor will, within a
reasonable time after written request by the Beneficiary, furnish to the
Beneficiary, in such manner and in such detail as may be reasonably requested by
the Beneficiary, such reasonable additional information which has been prepared
by the Mortgagor in the ordinary course of business, as may be reasonably
requested by the Beneficiary with respect to the Trust Estate.

                  14. Compliance with Leases and Agreements.


                                       39
<PAGE>   44


                           (a) The Mortgagor has heretofore delivered to the
Beneficiary true and complete copies of all Leases, and all Agreements and any
and all amendments or modifications thereof. The Leases and Agreements are in
full force and effect and the Mortgagor has neither given to, nor received any
written notice of default from, any Tenants under any Leases or any party to any
of the Agreements, and, to the Mortgagor's knowledge, no events or circumstances
exist which with or without the giving of notice, the passage of time or both,
may constitute a default under any of the Leases or Agreements. The Mortgagor
will promptly notify the Beneficiary upon the occurrence of any of the foregoing
events.

                           (b) The Mortgagor may, at all times, lease to any
Person space within any Property in a manner consistent with other industrial
properties comparable to the applicable Property and then current market
conditions existing in the applicable market area in which such Property is
located, and otherwise in accordance with this Mortgage. Each Lease entered into
after the date hereof (including the renewal or extension on or after the date
hereof of any Lease entered into prior to the date hereof if the rent payable
during such renewal or extension, or a formula or other method to compute such
rent, is not provided for in such Lease (such a renewal or extension a "Renewal
Lease")) shall either (i) (A) provide for payment of rent and all other material
amounts payable thereunder at rates at least equal to the fair market rental
value (taking into account the type and creditworthiness of the tenant, the
length of tenancy and the location and size of the unit so rented), as of the
date such Lease is executed by the Mortgagor, of the space covered by such Lease
or Renewal Lease for the term thereof, including any renewal options, (B) not
contain any provision whereby the rent payable thereunder would be based, in
whole or in part, upon the net income or profits derived by any Person from the
applicable Property (provided, however, that it may contain a provision in which
a portion of rent may be payable based on a percentage of gross income), (C) not
entitle any Tenant to receive and retain Proceeds of a Taking except those that
may be specifically awarded to it in condemnation proceedings because of the
Taking of its trade fixtures and its leasehold improvements which have not
become part of the realty and such business loss and relocation expenses as
tenant may specifically and separately establish and (D) not have a material
adverse effect on the value of the Property in which it is to be located or (ii)
be consented to by the Beneficiary. Each such Lease (other than Renewal Leases)
in excess of ____% of the rentable area of any Property (a "Material Lease")
shall be subject to the prior consent of Beneficiary, which consent shall not be
unreasonably withheld. Any such Renewal Lease shall also be subject to the prior
consent of Beneficiary, which consent shall not be unreasonably withheld, in the
case of any Renewal Lease which either provides for




                                       40
<PAGE>   45


(x) any change to any financial provision of the Lease being renewed or
extended, or (y) any other material modification or amendment. Beneficiary shall
grant or deny its consent within five (5) Domestic Business Days after receipt
of request therefor (together with a copy of the proposed Renewal Lease). If the
Beneficiary shall fail to respond within such five (5) Domestic Business Day
period, the Beneficiary shall be deemed to have granted its consent to the
proposed Renewal Lease. In addition, the Mortgagor shall give the Beneficiary
not less than one (1) Domestic Business Day's prior written notice (together
with a copy of the proposed Renewal Lease) of any other proposed Renewal Lease
prior to the execution thereof. Without the prior consent of Beneficiary, which
consent shall not be unreasonably withheld, the Mortgagor may not amend, modify
or waive the provisions of any Material Lease or terminate, reduce rents under
or shorten the term of any such Lease.

                           (c) The Mortgagor shall (i) promptly perform and
observe all of the material terms, covenants and conditions required to be
performed and observed by the Mortgagor under the Leases and Agreements such
that there will be no material and adverse impairment of the value of the
Property to which the Lease or Agreement relates or the Beneficiary's interest
under this Mortgage; and (ii) collect the Rents under the Leases at such times
as are customary in the ordinary course of the Mortgagor's business and may
collect such security deposits as are permitted by Legal Requirements and are
commercially reasonable in the prevailing market and collect escalations,
percentage rent and other charges in accordance with the terms of each Lease.

                           (d) All Leases entered into by the Mortgagor after
the date hereof shall be subject and subordinate to this Mortgage (through
either subordination provisions in the Leases or separate nondisturbance
agreements), and shall provide that the Tenant thereunder shall attorn to the
Beneficiary, or any other Person succeeding to the interest of the Beneficiary,
on the terms set forth in Section 14(e); provided that the Tenant's rights under
the Lease shall not be impaired or otherwise affected by such subordination or
the foreclosure of this Mortgage, unless such Tenant has defaulted under the
Lease and all applicable grace or cure periods thereunder have expired. The
Beneficiary, at the request of the Mortgagor, shall enter into a subordination,
attornment and nondisturbance agreement, in form and substance reasonably
acceptable to the Beneficiary with any existing Tenant or any Tenant entering
into a Lease after the date hereof (other than a Lease to an Affiliate of the
Mortgagor) provided, in any event, that such Tenant leases at least ___% of the
rentable square feet of the Improvements. All actual, out-of-pocket costs and
expenses of the Beneficiary in connection with the negotiation, preparation,




                                       41
<PAGE>   46


execution and delivery of any nondisturbance agreement, including, without
limitation, reasonable attorneys' fees and disbursements, shall be paid by the
Mortgagor.

                           (e) Each Lease entered into from and after the date
hereof shall provide that: in the event of the enforcement by the Beneficiary of
any remedy under this Mortgage, the Tenant under such Lease shall, at the option
of the Beneficiary or of any other Person succeeding to the interest of the
Beneficiary as a result of such enforcement, subject to the Beneficiary's and
such Tenant's delivery of any nondisturbance agreement required hereunder
(except with respect to any Lease to an Affiliate of Tenant), attorn to the
Beneficiary or to such Person and shall recognize the Beneficiary or such
successor in interest as lessor under such Lease without change in the
provisions thereof; provided, however, the Beneficiary or such successor in
interest shall not be liable for or bound by (i) any payment of an installment
of rent or additional rent which may have been made more than thirty (30) days
before the due date of such installment, (ii) any amendment or modification to
or termination of any such Lease not in conformity with Section 14(b), (iii) any
act or omission of or default by the Mortgagor under any such Lease, or (iv) any
credits, claims, setoffs or defenses which any Tenant may have against the
Mortgagor. Each such Tenant, upon reasonable request by the Beneficiary or such
successor in interest, shall execute and deliver an instrument or instruments
confirming such attornment, subject to the Beneficiary's delivery of a
nondisturbance agreement to such Tenant (except with respect to any Lease to an
Affiliate of Tenant).

                  15. The Beneficiary's Right to Perform. Upon the occurrence
and continuance of an Event of Default with respect to the performance of any of
the Obligations contained herein, the Beneficiary, without waiving or releasing
the Mortgagor from any Obligation or Default under this Mortgage, after delivery
of notice thereof to Mortgagor, may (but shall not be obligated to), at any time
perform the same, and the cost thereof, with interest at the Default Rate from
the date of payment by the Beneficiary to the date such amount is paid by the
Mortgagor, shall immediately be due from the Mortgagor to the Beneficiary, and
the same shall be secured by this Mortgage and shall be a Lien on the Trust
Estate prior to any right, title to, interest in or claim upon the Trust Estate
attaching subsequent to the Lien of this Mortgage. No payment or advance of
money by the Beneficiary under this Section 15 shall be deemed or construed to
cure the Mortgagor's Default or waive any right or remedy of the Beneficiary
hereunder.

                  16. The Mortgagor's Existence; Organization and Authority;
Litigation. The Mortgagor shall do all things necessary to preserve and keep in
full force




                                       42
<PAGE>   47


and effect its existence, franchises, rights and privileges as a
limited partnership and its right to own property or transact business in the
state in which each of the Properties is located.

                  17. Protection of Security; Costs and Expenses. The Mortgagor
shall appear in and defend any action or proceeding purporting to affect the
security hereof or the rights or powers of the Beneficiary or the Trustees
hereunder and shall pay all reasonable costs and expenses, including, without
limitation, cost of evidence of title and reasonable attorneys' fees and
disbursements, in any such action or proceeding in which the Beneficiary may
appear, and in any suit brought by the Beneficiary to foreclose this Mortgage or
to enforce or establish any other rights or remedies of the Beneficiary
hereunder. If an Event of Default occurs and is continuing under this Mortgage,
or if any action or proceeding is commenced in which it becomes necessary to
defend or uphold the Lien or priority of this Mortgage or which adversely
affects the Beneficiary's interest in the Trust Estate, or Property or any part
thereof, including, but not limited to, eminent domain, enforcement of, or
proceedings of any nature whatsoever under any Legal Requirement affecting the
Trust Estate or involving the Mortgagor's bankruptcy, insolvency, arrangement,
reorganization or other form of debtor relief, then the Beneficiary, upon
reasonable notice to the Mortgagor, may, but without obligation to do so and
without releasing the Mortgagor from any obligation hereunder, may make such
appearances, disburse such sums and take such action as the Beneficiary deems
necessary or appropriate to protect the Beneficiary's interest in the Trust
Estate, including, but not limited to, disbursement of reasonable attorneys'
fees, entry upon any Property to make repairs or take other action to protect
the security hereof, and payment, purchase, contest or compromise of any
encumbrance, charge or lien which in the judgment of the Beneficiary appears to
be prior or superior hereto. All of the costs, expenses and amounts set forth in
this Section 17 shall be payable by the Mortgagor on demand, together with
interest thereon at the rate then in effect with respect to the Note (except
during the continuance of an Event of Default in which case interest shall
accrue at the Default Rate), from the date of notice to Mortgagor of any such
payment by the Beneficiary (or the Trustees) until the date of repayment by the
Mortgagor, shall be deemed to be Indebtedness hereunder and shall be secured
hereby. Nothing contained in this Section 17 shall be construed to require the
Beneficiary to incur any expense, make any appearance, or take any other action.

                  18.  Management of the Properties.

                           (a) The Mortgagor covenants and agrees with the
Beneficiary that the Properties will be managed at all times in a manner
consistent with past




                                       43
<PAGE>   48


practice by Mortgagor or by another manager acceptable to the Beneficiary. Upon
the appointment of any manager (other than the Mortgagor or an affiliate), the
Beneficiary shall have the right to approve (which approval shall not be
unreasonably withheld or delayed) any management agreement with such manager and
any such management agreement shall provide that it is subject and subordinate
to the terms and provisions of this Mortgage.

                           (b) It is acknowledged and agreed that any management
agreement may be terminated at the direction of the Beneficiary at any time
following the occurrence and continuance of an Event of Default hereunder and,
if any such management agreement is so terminated, a substitute manager shall be
appointed by the Beneficiary.

                  19. Environmental Matters.

                           (a) The Mortgagor hereby represents and warrants that
with respect to the Properties, except as set forth in the environmental reports
delivered to the Beneficiary prior to the Closing Date or otherwise disclosed in
writing to Beneficiary prior to the Closing Date (collectively, the
"Environmental Reports") (i) the Mortgagor and the Properties (x) are in
compliance in all material respects with all applicable Environmental Laws, (y)
to Mortgagor's knowledge, has all material permits, licenses, approvals,
rulings, variances, exemptions or other authorizations required under applicable
Environmental Laws to operate the Trust Estate as presently conducted or as
reasonably anticipated to be conducted, (z) has received no written
communication, from a Governmental Authority or any other Person, alleging that
the Mortgagor is not in full compliance with all Environmental Laws, and there
are no events or circumstances, to the Mortgagor's knowledge, that may prevent
or interfere with such full compliance in the future, (ii) there is no
Environmental Claim pending or, to Mortgagor's knowledge, threatened against the
Mortgagor, (iii) to the Mortgagor's knowledge, there are no past or present
actions, activities, circumstances, conditions, events or incidents including,
without limitation, the release, emission, discharge or disposal of any Material
of Environmental Concern, that could reasonably be expected to form the basis of
any Environmental Claim against the Mortgagor, (iv) without in any way limiting
the generality of the foregoing and except as disclosed in the Environmental
Reports (A) there are no sites on any Property in which the Mortgagor has stored
(except in full compliance with Environmental Laws), disposed of or arranged for
the disposal of Material of Environmental Concern, (B) to Mortgagor's knowledge,
there are no underground storage tanks located on any Property (C) to
Mortgagor's knowledge, there is no




                                       44
<PAGE>   49


asbestos contained in or forming a part of any Improvement on any Property in
violation of any Environmental Laws, and (D) to Mortgagor's knowledge, no
polychlorinated biphenyls (PCBs) are used or stored on any Property, except in
compliance with Environmental Laws.

                          (b) The Mortgagor covenants and agrees with the
Beneficiary that it shall comply with all Environmental Laws, except for such
instances of non-compliance which, singly, or in the aggregate, are not
reasonably likely to have a Material Adverse Effect. If at any time during the
continuance of the Lien of this Mortgage, Material of Environmental Concern are
discovered in, around, on, or under any Property, in such concentrations as a
Governmental Authority having jurisdiction over the Trust Estate would require
remedial action to correct (an "Environmental Event"), the Mortgagor shall
deliver notice of the occurrence of such Environmental Event to the Beneficiary
promptly after Mortgagor becomes aware of such Environmental Event. Within (30)
thirty days after Mortgagor becomes aware of the occurrence of an Environmental
Event, the Mortgagor shall deliver to the Beneficiary an Officers' Certificate
(an "Environmental Certificate") explaining the Environmental Event in
reasonable detail, setting forth to the Beneficiary the estimated cost (as
determined at such time) of remedying such Environmental Event and the proposed
method of remediation and time to complete such remedy. The Mortgagor shall
complete, or cause the appropriate third party to complete, such remedy as
promptly as possible in the ordinary course of business. If an Environmental
Event occurs, the Mortgagor shall diligently remedy or diligently cause the
appropriate third party to remedy all conditions giving rise to such
Environmental Event in accordance with all Environmental Laws.

                          (c) Notwithstanding anything to the contrary provided
in this Mortgage or in any other Loan Document, the indemnification provided in
the Environmental Indemnity Agreement shall be fully recourse to the Mortgagor
and shall be independent of, and shall survive, the discharge of the
Indebtedness, the release of the Lien created under this Mortgage, and/or the
conveyance of title to any Property to the Beneficiary or any purchaser or
designee in connection with a foreclosure of this Mortgage or conveyance in lieu
of foreclosure. Notwithstanding the foregoing, in no event shall the indemnity
contained in the Environmental Indemnity Agreement be assignable by the
Beneficiary to any such purchaser at or subsequent to a foreclosure sale.

                20. Assignment of Rents. Beneficiary and the Mortgagor hereby
confirm that Beneficiary has granted to the Mortgagor a license to collect and
use the




                                       45
<PAGE>   50


Rents as they become due and payable under the Leases in accordance with the
provisions of the Assignment of Leases and Rents, until an Event of Default has
occurred and is continuing; provided that the existence of such right shall not
operate to subordinate the Assignment of Leases and Rents to any subsequent
assignment, in whole or in part by the Mortgagor, and any such subsequent
assignment shall be subject to Beneficiary's rights under this Mortgage. The
Mortgagor further agrees to execute and deliver such assignments of leases as
Beneficiary may from time to time reasonably request in order to better assure,
transfer and confirm to Beneficiary the rights intended to be granted to
Beneficiary with respect thereto. In accordance with the provisions of the
Assignment of Leases and Rents, upon the occurrence and during the continuance
of an Event of Default (1) the Mortgagor agrees that Beneficiary may, but shall
not be obligated to, assume the management of the Properties, and collect the
Rents, applying the same upon the Obligations and (2) the Mortgagor hereby
authorizes and directs all tenants, purchasers or other persons occupying or
otherwise acquiring any interest in any part of the real property to pay the
Rents due under the Leases to Beneficiary upon Beneficiary's request.
Beneficiary shall have and hereby expressly reserves the right and privilege
(but assumes no obligation) to demand, collect, sue for, receive and recover the
Rents, or any part thereof, now existing or hereafter made, and apply the same
in accordance with this Mortgage, the Assignment of Leases and Rents, and
applicable law.

                21. Remedies. Upon the occurrence and continuance of an Event of
Default, the Beneficiary may take such actions against the Mortgagor and/or
against the Trust Estate or any portion thereof as the Beneficiary determines is
necessary to protect and enforce its rights hereunder, without notice or demand
except as set forth below. Any such actions taken by the Beneficiary shall be
cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as the
Beneficiary may determine in its sole discretion, to the fullest extent
permitted by law, without impairing or otherwise affecting the other rights and
remedies of the Beneficiary permitted by law, equity or contract or as set forth
herein or in the other Loan Documents. Such actions may include the following:

                          (a) Acceleration. Subject to any applicable provisions
of the Note and the other Loan Documents, the Beneficiary may declare all or any
portion of the unpaid principal balance under the Note, together with all
accrued and unpaid interest thereon, and all other unpaid Indebtedness, to be
immediately due and payable.



                                       46
<PAGE>   51

                          (b) Entry. The Beneficiary, personally, or by its
agents or attorneys, or the Jurisdictional Trustee, or by the appointment of a
receiver, at the Beneficiary's election, may enter into and upon all or any part
of the Trust Estate (including any Property and any part thereof), and may
exclude the Mortgagor, its agents and servants, including the manager therefrom;
and, the Beneficiary, having and holding the same, may use, operate, manage and
control the Trust Estate or any part thereof and conduct the business thereof,
either personally or by its superintendents, managers, agents, servants,
attorneys or receiver. Upon every such entry, the Beneficiary may, at the
expense of the Trust Estate or the Mortgagor, from time to time, either by
purchase, repair or construction, maintain and restore the Trust Estate or any
part thereof, and may insure and reinsure the same in such amount and in such
manner as may seem to them to be advisable. Similarly, from time to time, the
Beneficiary may, at the expense of the Trust Estate or the Mortgagor make all
necessary or proper repairs, renewals, replacements, alterations, additions,
betterments and improvements to and on the Trust Estate or any part thereof as
it may seem advisable. The Beneficiary shall also have the right to manage and
operate the Trust Estate or any part thereof and to carry on the business
thereof and exercise all rights and powers of the Mortgagor with respect
thereto, either in the name of the Mortgagor or otherwise, as may seem to them
to be advisable. In confirmation of GRANTING CLAUSE V, in the case of the
occurrence and continuation of an Event of Default, the Beneficiary shall be
entitled to collect and receive all Rents, or any part thereof, to be applied to
the Obligations in the order of priorities and amounts as the Beneficiary shall
elect in its sole discretion. In the event the Beneficiary elects, in its sole
discretion, to apply the Rents to the Obligations in any order of priority
elected by Beneficiary, the Beneficiary shall not have cause to claim that the
Rents so applied to the Obligations by the Beneficiary were misappropriated by
the Mortgagor. All actions which may be taken by the Beneficiary pursuant to
this subparagraph (b) may be taken by the Jurisdictional Trustee, upon the
direction of the Beneficiary. The Beneficiary or the Jurisdictional Trustee, as
applicable, shall be liable to account only for rents, issues and profits and
other proceeds actually received by the Beneficiary or the Jurisdictional
Trustee.

                          (c) Foreclosure.

                                    (i) The Beneficiary, with or without entry,
        personally or by its agents or attorneys, insofar as applicable, may (i)
        sell or instruct the Jurisdictional Trustee, if applicable, to sell, to
        the extent permitted by law and pursuant to the power of sale granted
        herein, all and singular the Trust Estate, and all estate, right, title
        and interest, claim and demand therein, and right of





                                       47
<PAGE>   52

        redemption thereof, at one or more sales, as an entirety or in parcels,
        and at such times and places as required or permitted by law and as are
        customary in any county or parish in which a Property is located and
        upon such terms as the Beneficiary may fix and specify in the notice of
        sale to be given to the Mortgagor (and on such other notice published or
        otherwise given as provided by law), or as may be required by law; (ii)
        institute (or instruct the Jurisdictional Trustee to institute)
        proceedings for the complete or partial foreclosure of this Mortgage
        under the provisions of the laws of the jurisdiction or jurisdictions in
        which the Trust Estate or any part thereof is located, or under any
        other applicable provision of law; or (iii) take all steps to protect
        and enforce the rights of the Beneficiary, whether by action, suit or
        proceeding in equity or at law (for the specific performance of any
        covenant, condition or agreement contained in this Mortgage, or in aid
        of the execution of any power herein granted, or for any foreclosure
        hereunder, or for the enforcement or any other appropriate legal or
        equitable remedy), or otherwise, as the Beneficiary, being advised by
        counsel and its financial advisor, shall deem most advisable to protect
        and enforce any of their rights or duties hereunder.

                                  (ii) The Beneficiary (or the Jurisdictional
        Trustee, as applicable), may conduct any number of sales from time to
        time. The power of sale shall not be exhausted by any one or more such
        sales as to any part of the Trust Estate remaining unsold, but shall
        continue unimpaired until the entire Trust Estate shall have been sold.

                                  (iii) With respect to any Property, this
        Mortgage is made upon any statutory conditions of the state in which
        such Property is located, and, for any breach thereof or any breach of
        the terms of this Mortgage, the Beneficiary shall have the statutory
        power of sale, if any, provided for by the laws of such State.

                         (d) Specific Performance. The Beneficiary, in its sole
and absolute discretion, or the Jurisdictional Trustee, at the Beneficiary's
election, may institute an action, suit or proceeding at law or in equity for
the specific performance of any covenant, condition or agreement contained
herein or in the Note or any other Loan Document, or in aid of the execution of
any power granted hereunder or for the enforcement of any other appropriate
legal or equitable remedy.

                         (e) Enforcement of Note. The Beneficiary or the
Jurisdictional Trustee, at the Beneficiary's election, may recover judgement on
the Note (or any portion of the Indebtedness evidenced thereby), either before,
during or after any




                                       48
<PAGE>   53

proceedings for the foreclosure (or partial foreclosure) or enforcement of this
Mortgage, to the fullest extent permitted by law.

                         (f) Sale of Trust Estate; Application of Proceeds.

                                  (i) The Beneficiary (or the Jurisdictional
        Trustee, if applicable), may postpone any sale of all or any part of the
        Trust Estate to be made under or by virtue of this Section 21 by public
        announcement at the time and place of such sale, or by publication, if
        required by law, and, from time to time, thereafter, may further
        postpone such sale by public announcement made at the time of sale fixed
        by the preceding postponement.

                                  (ii) Upon the completion of any sale made by
        the Beneficiary or the Jurisdictional Trustee under or by virtue of this
        Section 21, the Beneficiary shall execute and deliver to the accepted
        purchaser or purchasers a good and sufficient deed or deeds or other
        appropriate instruments, conveying, assigning and transferring all its
        estate, right, title and interest in and to the property and rights so
        sold. The Beneficiary or the Jurisdictional Trustee, as applicable, is
        hereby appointed the true and lawful irrevocable attorney-in-fact of the
        Mortgagor in its name and stead or in the name of the Beneficiary to
        make all necessary conveyances, assignments, transfers and deliveries of
        the property and rights so sold under this Section 21, and, for that
        purpose, the Beneficiary or the Jurisdictional Trustee, as applicable,
        may execute all necessary deeds and other instruments of assignment and
        transfer, and may substitute one or more persons with like power, the
        Mortgagor hereby ratifying and confirming all that such attorney or
        attorneys or such substitute or substitutes shall lawfully do by virtue
        hereof. The Mortgagor shall, nevertheless, if so requested in writing by
        the Beneficiary, ratify and confirm any such sale or sales by executing
        and delivering to the Beneficiary or to such purchaser or purchasers all
        such instruments as may be advisable, in the reasonable judgment of the
        Beneficiary, for such purposes and as may be designated in such request.
        Any such sale or sales made under or by virtue of this Section 21 shall
        operate to divest all the estate, right, title, interest, claim and
        demand, whether at law or in equity, of the Mortgagor in and to the
        property and rights so sold, and shall be a perpetual bar against the
        Mortgagor, its successors and assigns and any Person claiming through or
        under the Mortgagor and their successors and assigns.



                                       49
<PAGE>   54

                                  (iii) The receipt of the Beneficiary or the
        Jurisdictional Trustee, as applicable, for the purchase money paid as a
        result of any such sale shall be a sufficient discharge therefor to any
        purchaser of the property or rights, or any part thereof, so sold. No
        such purchaser, after paying such purchase money and receiving such
        receipt, shall be bound to see to the application of such purchase money
        upon or for any trust or purpose of this Mortgage, or shall be
        answerable, in any manner, for any loss, misapplication or
        non-application of any such purchase money or any part thereof, nor
        shall any such purchaser be bound to inquire as to the authorization,
        necessity, expediency or regularity of such sale.

                                  (iv) Upon any sale made under or by virtue of
        this Section 21, the Beneficiary may bid for and acquire the Trust
        Estate or any part thereof and, in lieu of paying cash therefor, may
        make settlement for the purchase price by crediting upon the Note
        secured by this Mortgage the net proceeds of sale, after deducting
        therefrom the expense of the sale and the costs of the action and any
        other sums which the Beneficiary is authorized to deduct under this
        Mortgage. The person making such sale shall accept such settlement
        without requiring the production of the Note or this Mortgage, and
        without such production there shall be deemed credited to the
        Indebtedness and Obligations under this Mortgage the net proceeds of
        such sale. The Beneficiary, upon acquiring the Trust Estate or any part
        thereof shall be entitled to own, hold, lease, rent, operate, manage or
        sell the same in any manner permitted by applicable laws.


                         (g)  Voluntary Appearance; Receivers. After the
happening, and during the continuance of, any Event of Default, and immediately
upon commencement of (i) any action, suit or other legal proceeding by the
Beneficiary to obtain judgment for the principal and interest on the Note and
any other sums required to be paid pursuant to this Mortgage, or (ii) any
action, suit or other legal proceeding by the Beneficiary of any other nature in
aid of the enforcement of the Loan Documents or any of them, the Mortgagor will
(a) enter its voluntary appearance in such action, suit or proceeding, and (b)
if required by the Beneficiary, consent to the appointment of one or more
receivers of the Trust Estate and of the earnings, revenues, rents, issues,
profits and income thereof. After the happening, and during the continuance, of
any Event of Default, or upon the filing of a bill in equity to foreclose this
Mortgage or to enforce the specific performance hereof or in aid thereof, or
upon the commencement of any other judicial proceeding to enforce any right of
the Beneficiary, the Beneficiary shall be entitled, as a matter of right, if it




                                       50
<PAGE>   55

shall so elect, without notice to any other party and without regard to the
adequacy of the security of the Trust Estate, forthwith, either before or after
declaring the principal and interest on the Note to be due and payable, to the
appointment of such a receiver or receivers. Any receiver or receivers so
appointed shall have such powers as a court or courts shall confer, which may
include, without limitation, any or all of the powers which the Beneficiary is
authorized to exercise by the provisions of this Section 21, and shall have the
right to incur such obligations and to issue such certificates therefor as the
court shall authorize.

                         (h) Retention of Possession. Notwithstanding the
appointment of any receiver, liquidator or trustee of the Mortgagor, or any of
its property, or of the Trust Estate or any part thereof, the Beneficiary or the
Jurisdictional Trustee, as applicable, to the extent permitted by law, shall be
entitled to retain possession and control of all property now or hereafter
granted to or held by the Beneficiary or the Jurisdictional Trustee, as
applicable, under this Mortgage.

                         (i) Suits by the Beneficiary. All rights of action
under this Mortgage may be enforced by the Beneficiary without the possession of
the Note and without the production thereof or this Mortgage at any trial or
other proceeding relative thereto. Any such suit or proceeding instituted by the
Beneficiary shall be brought in the name of the Beneficiary and any recovery of
judgment shall be subject to the rights of the Beneficiary.

                         (j) Remedies Cumulative. No remedy herein conferred
upon or reserved to the Beneficiary is intended to be exclusive of any other
remedy, and each such remedy shall be cumulative and in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity. No
delay or omission of the Beneficiary to exercise any right or power accruing
upon any Event of Default shall impair any such right or power, or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein. Every power and remedy given by this Mortgage to the Jurisdictional
Trustee and/or the Beneficiary may be exercised from time to time and as often
as may be deemed expedient by the Jurisdictional Trustee (at the Beneficiary's
discretion) and the Beneficiary and each of them. Nothing contained in this
Mortgage shall affect the obligations of the Mortgagor to pay the principal of,
and interest on, the Note in the manner and at the time and place expressed in
the Note.

                         (k) Waiver of Rights. The Mortgagor agrees that to the
fullest extent permitted by law it will not, at any time, (a) insist upon, plead
or claim or take any benefit or advantage of any stay, extension or moratorium
law, wherever




                                       51
<PAGE>   56


enacted, now or at any time hereafter in force, which may affect the covenants
and terms of performance of this Mortgage, (b) claim, take or insist upon any
benefit or advantage of any law, now or at any time hereafter in force,
providing for valuation or appraisal of the Trust Estate, or any part thereof,
prior to any sale or sales thereof which may be made pursuant to any provision
herein contained, or pursuant to the decree, judgment or order of any court of
competent jurisdiction, or (c) after any such sale or sales, claim or exercise
any right, under any statute heretofore or hereafter enacted by the United
States of America, any State thereof or otherwise, to redeem the property and
rights sold pursuant to such sale or sales or any part hereof. The Mortgagor
hereby expressly waives all benefits and advantages of such laws, and covenants,
to the fullest extent permitted by law, not to hinder, delay or impede the
execution of any power herein granted or delegated to the Beneficiary or
Trustees, but will suffer and permit the execution of every power as though no
such laws had been made or enacted. The Mortgagor for itself, and all who may
claim through or under it, waive, to the extent that they lawfully may do so,
any and all homestead rights, any and all rights to reinstatement, and any and
all right to have the property comprising the Trust Estate marshaled upon any
foreclosure of the lien hereof.

                22. Application of Proceeds. The proceeds of any sale or
foreclosure of the Trust Estate shall be applied to the following in such
priority as the Beneficiary shall elect in its sole discretion: (a) to the
payment of the costs and expenses of the foreclosure proceedings (including,
without limitation, reasonable counsel fees and disbursements actually incurred
and advertising costs and expenses), liabilities and advances made or incurred
under this Mortgage, and reasonable receivers' and trustees' fees and
commissions, together with interest at the Default Rate, (b) to the payment of
any other sums advanced by the Beneficiary in accordance with the terms hereof
and not repaid to it by the Mortgagor, together with interest at the Default
Rate from and after the occurrence of an Event of Default, (c) to the payment of
all sums due under the Note in such order as the Beneficiary may elect, (d) to
the payment of all sums due under any other Loan Document, in such order as the
Beneficiary shall elect, and (e) to the payment to the Mortgagor or other party
legally entitled thereto of any surplus.

                23. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY WAIVES AND
SHALL WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BROUGHT BY, OR COUNTERCLAIM ASSERTED BY THE BENEFICIARY WHICH ACTION,
PROCEEDING OR COUNTERCLAIM ARISES




                                       52
<PAGE>   57


OUT OF OR IS CONNECTED WITH THIS MORTGAGE, THE NOTE OR ANY OTHER LOAN DOCUMENTS.

                24. Taxes. (a) In the event of the passage after the date hereof
of any law of the United States or of any state in which a Property is located
either (i) deducting from the value thereof, or changing in any way the laws for
the taxation of mortgages or debts secured thereby for federal, state or local
purposes, or the manner of collection of any such taxes, or (ii) imposing a tax,
either directly or indirectly, on mortgages or debts secured thereby, the
Mortgagor shall assume as an obligation hereunder the payment of any tax so
imposed, until full payment of the Note, provided such assumption shall be
permitted by law within thirty (30) days after written demand therefor from the
Beneficiary.

                         (b) All payments by Mortgagor of principal of, and
interest on, the Loan and all other amounts payable hereunder shall be made free
and clear of and without deduction for any present or future income, excise,
stamp or franchise taxes and other taxes, fees, duties, withholdings or other
charges of any nature whatsoever imposed by any taxing authority ("Taxes"), but
excluding (i) United States Federal income taxes, (ii) New York State income
taxes, and (iii) income taxes imposed by any other state. In the event that any
withholding or deduction from any payment to be made by the Mortgagor hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or
regulation, then the Mortgagor will: (i) pay directly to the relevant authority
the full amount required to be so withheld or deducted; (ii) promptly forward to
the Beneficiary an official receipt or other documentation satisfactory to the
Beneficiary evidencing such payment to such authority; and (iii) pay to the
Beneficiary such additional amount or amounts as is necessary to ensure that the
net amount actually received by the Beneficiary will equal the full amount the
Beneficiary would have received had no such withholding or deduction been
required. Moreover, if any Taxes (except taxes discussed in subsections (i)
through (iii) of this paragraph 24 (b)) are directly asserted against the
Beneficiary with respect to any payment received by the Beneficiary under the
Note, or hereunder, the Beneficiary may pay such Taxes and the Mortgagor will
within five (5) Domestic Business Days pay such additional amounts (including
any penalties, interest or expenses) as are necessary in order that the net
amount received by such person after the payment of such Taxes (including any
Taxes on such additional amount) shall equal the amount such person would have
received had no such Taxes been asserted.

                         (c) If the Mortgagor fails to pay any Taxes when due to
the appropriate taxing authority or fails to remit to the Beneficiary the
required receipts




                                       53
<PAGE>   58


or other required documentary evidence, the Mortgagor shall indemnify the
Beneficiary for any incremental Taxes, interest or penalties that may become
payable by the Beneficiary as a result of any such failure.

                25. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, facsimile
transmission or similar writing) and shall be given to such party at the
address, telex number or facsimile number set forth below or at such other
address, telex number or facsimile number as such party may hereafter specify
for the purpose by notice to the other party. Each such notice, request or other
communication shall be effective (i) if given by telex or facsimile
transmission, when such telex or facsimile is transmitted to the telex number or
facsimile number specified in this Section and the appropriate answerback or
facsimile confirmation is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, (iii) if given by a nationally recognized overnight
carrier, 24 hours after such communication is deposited with such carrier with
postage prepaid, or (iv) if given by any other means, when delivered at the
address specified in this Section. Notices shall be addressed as follows:

                         To Mortgagor:

                                  Glimcher Properties Limited Partnership
                                  20 South Third Street
                                  Columbus, OH 43215
                                  Attn:  _______________
                                  Tel:  ________________
                                  Fax: ________________

                         With a copy to:

                                  Squire, Sanders & Dempsey
                                  1300 Huntington Center
                                  41 South High Street
                                  Columbus, OH  43215-6150
                                  Attn: _______________
                                  Tel:  ________________
                                  Fax:  ________________




                                       54
<PAGE>   59

                         To Beneficiary:

                                  Prudential Securities Credit Corp., LLC
                                  One New York Plaza
                                  18th Floor
                                  New York, New York
                                  Attn:  ______________
                                  Tel: (212)778-1818
                                  Fax: (212) 778-3194

                         With a copy to:

                                  Skadden, Arps, Slate, Meagher & Flom LLP
                                  Four Times Square
                                  New York, NY  10036
                                  Attn:  Martha Feltenstein, Esq.
                                  Tel: (212) 735-3000
                                  Fax:  (212) 735-2000

                26. No Oral Modification. This Mortgage may not be altered,
amended, modified, changed or terminated orally, but only by a written agreement
signed by the party against whom enforcement is sought. This Mortgage is
delivered pursuant to, and upon and subject to, the terms of the Credit
Agreement. If there are any inconsistencies between this Mortgage and the Credit
Agreement, the terms of the Credit Agreement shall prevail.

                27. Partial Invalidity. In the event any one or more of the
provisions contained in this Mortgage shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, but each shall be
construed as if such invalid, illegal or unenforceable provision had never been
included hereunder.

                28. Successors and Assigns. All covenants of the Mortgagor
contained in this Mortgage are imposed solely and exclusively for the benefit of
the Beneficiary and its successors and assigns, and no other Person shall have
standing to require compliance with such covenants or be deemed, under any
circumstances, to be the beneficiary of such covenants, any or all of which may
be freely waived in whole or in part by the Beneficiary at any time if in its
sole discretion it deems it advisable to do so. All such covenants of the
Mortgagor shall run with the land and bind the Mortgagor, the successors and
assigns of the Mortgagor (and each of them) and all




                                       55
<PAGE>   60


subsequent owners, encumbrancers and Tenants of the Trust Estate, and shall
inure to the benefit of the Beneficiary, its successors and assigns. The word
"the Beneficiary" shall be construed to mean the Beneficiary named herein.

                29. Governing Law. This Mortgage and the obligations arising
hereunder shall be governed by and construed in accordance with, the laws of the
State where the Properties are located. Whenever possible, each provision of
this Mortgage shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision of this Mortgage shall be prohibited
by, or invalid under, applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remaining
provisions of this Mortgage. Nothing contained in this Mortgage or in any Loan
Document shall require either the Mortgagor to pay or the Beneficiary to accept
any sum in any amount which would, under applicable law, subject the Beneficiary
or any Trustee to penalty or adversely affect the enforceability of this
Mortgage. In the event that the payment of any sum due hereunder or under any
Loan Document would have such result under applicable law, then, ipso facto, the
obligation of the Mortgagor to make such payments shall be reduced to the
highest sum then permitted under applicable law and appropriate adjustment shall
be made by the Mortgagor and the Beneficiary.

                30. Recording Fees, Taxes, Etc. The Mortgagor hereby agrees to
take all such further reasonable actions, and to pay all taxes, recording fees,
charges, costs and other reasonable expenses, including, without limitation,
reasonable attorneys' and reasonable professional fees and disbursements which
are currently or in the future shall be imposed, and which may be required or
necessary to establish, preserve, protect or enforce the Lien of this Mortgage.

                31. No Waiver. No failure by the Beneficiary to insist upon the
strict performance of any term hereof or to exercise any right, power or remedy
consequent upon a breach thereof shall constitute a waiver of any such term or
right, power or remedy or of any such breach. No waiver of any breach shall
affect or alter this Mortgage, which shall continue in full force and effect, or
shall affect or alter the rights of the Beneficiary with respect to any other
then existing or subsequent breach.

                32. Further Assurances.

                         (a) The Mortgagor, at its own expense, will execute,
acknowledge and deliver all such reasonable further documents or instruments
including, without limitation, security agreements on any personalty included or
to be included



                                       56
<PAGE>   61



in the Trust Estate and a separate assignment of each Lease and take all such
actions as the Beneficiary from time to time may reasonably request to better
assure, transfer and confirm unto the Beneficiary the rights now or hereafter
intended to be granted to the Beneficiary under this Mortgage or the other Loan
Documents.

                         (b) The Mortgagor covenants to give notice to the
Beneficiary no less than thirty (30) days prior to a change of Mortgagor's
principal place of business.

                33. Additional Security. Without notice to or consent of the
Mortgagor and without impairment of the Lien and rights created by this
Mortgage, the Beneficiary may accept (but the Mortgagor shall not be obligated
to furnish) from the Mortgagor additional security for the Note. Neither the
giving of this Mortgage nor the acceptance of any such additional security shall
prevent the Beneficiary from resorting, first, to such additional security, and,
second, to the security created by this Mortgage without affecting the
Beneficiary's Lien and rights under this Mortgage.

                34. Indemnification by the Mortgagor. The Mortgagor will
protect, indemnify and save harmless the Beneficiary and every Trustee and all
officers, directors, stockholders, partners, employees, successors and assigns
of any of the foregoing (collectively, the "Indemnified Parties") from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including all reasonable attorneys' fees and
expenses actually incurred) imposed upon or incurred by or asserted against the
Indemnified Parties or the Trust Estate or any part of its interest therein, by
reason of the occurrence or existence of any of the following (to the extent the
insurance Proceeds payable on account of the following shall be inadequate)
prior to (i) the payment in full of the Note, (ii) the acceptance by the
Beneficiary of a deed-in-lieu of foreclosure with respect to the applicable
Property, or (iii) the Beneficiary's taking possession or control of the
applicable Property, except to the extent caused by the actual willful
misconduct or gross negligence of the Beneficiary or any other Indemnified Party
(other than such willful misconduct or gross negligence imputed to the
Beneficiary solely because of its interest in the Trust Estate): (a) ownership
of the Mortgagor's interest in the Trust Estate, or any interest therein, or
receipt of any Rents or other sum therefrom, (b) any accident, injury to or
death of any persons or loss of or damage to property occurring on or about the
Trust Estate or any appurtenances thereto, (c) any design, construction,
operation, repair, maintenance, use, non-use or condition of the Trust Estate or
appurtenances thereto, including claims or penalties arising from violation of
any




                                       57
<PAGE>   62


Legal Requirement or Insurance Requirement, as well as any claim based on any
patent or latent defect, whether or not discoverable by the Beneficiary, any
claim the insurance as to which is inadequate, and any Environmental Claim, (d)
any failure on the part of the Mortgagor to perform or comply with any of the
material terms of any Lease within the applicable notice or grace periods, (e)
any performance of any labor or services or the furnishing of any materials or
other property in respect of the Trust Estate or any part thereof, (f) any
negligence or tortious act or omission on the part of the Mortgagor or any of
its agents, contractors, servants, employees, sublessees, licenses or invitees,
(g) any contest referred to in Section 7 hereof, or (h) any obligation or
undertaking relating to the performance or discharge of any of the terms,
covenants and conditions of the landlord contained in the Leases. Any amounts
payable to the Indemnified Parties under this Section 34 which are not paid
within ten (10) Domestic Business Days after written demand therefor by the
Beneficiary; setting forth in reasonable detail the amount of such demand and
the basis therefor, shall bear interest from the date of demand at the Default
Rate, and shall be part of the Indebtedness and secured by this Mortgage. In
case any action, suit or proceeding is brought against the Indemnified Parties
by reason of any such occurrence, the Mortgagor shall at the Mortgagor's expense
resist and defend such action, suit or proceeding or will cause the same to be
resisted and defended by counsel for the insurer of the liability or by counsel
designated by the Mortgagor (unless reasonably disapproved by the Beneficiary
promptly after the Beneficiary has been notified of such counsel); provided,
however, that nothing herein shall compromise the right of the Beneficiary to
appoint its own counsel for its defense with respect to any action which in its
reasonable opinion presents a conflict or potential conflict between the
Beneficiary and the Mortgagor that would make such separate representation
advisable. So long as the Mortgagor is resisting and defending such action, suit
or proceeding as provided above in a prudent and commercially reasonable manner,
the Beneficiary shall not be entitled to settle such action, suit or proceeding
and claim the benefit of this Section 34 with respect to such action, suit or
proceeding and the Beneficiary agrees that it will not settle any such action,
suit or proceeding without the consent of the Mortgagor; provided, however, that
if the Mortgagor is not diligently defending such action, suit or proceeding in
a prudent and commercially reasonable manner as provided above, the Beneficiary
may settle such action, suit or proceeding subject only to the consent of the
Mortgagor, which consent shall not be unreasonably withheld or delayed, and
claim the benefit of this Section 34 with respect to settlement of such action,
suit or proceeding. The Beneficiary will give the Mortgagor prompt notice after
it obtains actual knowledge of any potential claim by it for indemnification
hereunder; however, the failure of the



                                       58
<PAGE>   63

Beneficiary to give such notice to Mortgagor shall not affect Mortgagor's
obligations hereunder.

                35. Release. (a) If the Mortgagor shall pay or cause to be paid
the principal of and interest on the Note in full at maturity or earlier as
permitted in accordance with the terms thereof or the terms of the Credit
Agreement and all other Indebtedness payable to the Beneficiary hereunder by the
Mortgagor or secured hereby or by the other Loan Documents and all of the
Obligations shall have been performed, then this Mortgage and all Loan Documents
pertaining hereto shall be discharged and satisfied or assigned to the Mortgagor
or to any other Person at the Mortgagor's direction and without recourse to the
Beneficiary or any Trustee, at the Mortgagor's option, without warranty (except
as otherwise provided herein with respect to indemnities) at the expense of the
Mortgagor upon its written request. Concurrently with such release and
satisfaction or assignment of this Mortgage and all the other Loan Documents,
the Beneficiary shall return to the Mortgagor or the Borrower all insurance
policies relating solely to the Trust Estate which may be held by the
Beneficiary, and, on the written request and at the expense of the Mortgagor,
Beneficiary shall execute and deliver such proper instruments of release
(including appropriate UCC-3 termination statements) as may reasonably be
requested by the Mortgagor to evidence such release and satisfaction or
assignment, and any such instrument, when duly executed by the Beneficiary and
duly recorded in the places where this Mortgage and each other Loan Document is
recorded, shall conclusively evidence the release and satisfaction or assignment
of this Mortgage and the other Loan Documents.

                         (b) Beneficiary shall release, or cause the Trustee to
release, the Lien of the Mortgage from the applicable Property, upon payment by
Mortgagor of the amount required under Section 2.9(b) of the Credit Agreement
and compliance with all other applicable provisions of the Credit Agreement.
Concurrently with such release of this Mortgage and all other Loan Documents
relating solely to the Trust Estate, the Beneficiary shall return to the
Mortgagor all insurance policies relating solely to the Trust Estate which may
be held by the Beneficiary, and, on the written request and at the expense of
the Mortgagor, Beneficiary shall execute and deliver such proper instruments of
release (including appropriate UCC-3 termination statements) as may reasonably
be requested by the Mortgagor to evidence such release, and any such instrument,
when duly executed by the Beneficiary and duly recorded in the places where this
Mortgage and each other Loan Document is recorded, shall conclusively evidence
the release of this Mortgage and the other Loan Documents relating solely to the
Trust Estate.



                                       59
<PAGE>   64

                36. Security Agreement.

                         (a) Security Intended. Notwithstanding any provision of
this Mortgage to the contrary, the parties intend that this document constitutes
security for the payment and performance of the Obligations and shall be a
"mortgage" or "deed of trust" under applicable law as set forth in Section 37.
If Section 37 provides that this document is intended to be a deed of trust and,
despite that intention, a court of competent jurisdiction determines that this
document does not qualify as a "trust deed" or "deed of trust" under applicable
law, then ab initio, this instrument shall be deemed a realty mortgage under
applicable law and shall be enforceable as a realty mortgage, and, in such
event, or in the event that Section 37 provides that this document is intended
to be a mortgage, the Mortgagor shall be deemed a "mortgagor," Beneficiary shall
be deemed a "mortgagee," and Trustee shall have no capacity (but shall be
disregarded and all references to "Trustee" shall be deemed to refer to the
"mortgagee" to the extent not inconsistent with interpreting this instrument as
though it were a realty mortgage). As a realty mortgage, the Mortgagor, as
mortgagor, shall be deemed to have conveyed the Properties ab initio to
Beneficiary as mortgagee, such conveyance as a security to be void upon
condition that the Mortgagor pay and perform all its Obligations. The remedies
for any violation of the covenants, terms and conditions of the agreements
herein contained shall be as prescribed herein or by general law, or, as to that
part of the security in which a security interest may be perfected under the
UCC, by the specific statutory consequences now or hereafter enacted and
specified in the UCC, all at Beneficiary's sole election.

                         (b) Fixture Filing; Personal Property. This Mortgage
constitutes a financing statement and, to the extent required under UCC
"9-402(f) because portions of the Properties may constitute fixtures, this
Mortgage is to be filed in the office where a mortgage for the Land Parcels
would be recorded. Beneficiary also shall be entitled to proceed against all or
portions of the Trust Estate in accordance with the rights and remedies
available under UCC "9-501(d). The Mortgagor is, for the purposes of this
Mortgage, deemed to be the Debtor, and Beneficiary is deemed to be the Secured
Party, as those terms are defined and used in the UCC. The Mortgagor agrees that
the Indebtedness and Obligations secured by this Mortgage are further secured by
security interests in all of the Mortgagor's right, title and interest in and to
fixtures, Equipment, and other property covered by the UCC, if any, including
all personal property comprising part of the Trust Estate, which are used upon,
in, or about the Trust Estate (or any part) or which are used by the Mortgagor



                                       60
<PAGE>   65



or any other person in connection with the Trust Estate. The Mortgagor grants to
Beneficiary a valid and effective security interest in all of the Mortgagor's
right, title and interest in and to such personal property (but only to the
extent permitted in the case of leased personal property), together with all
replacements, additions, and proceeds. Except for Permitted Encumbrances, the
Mortgagor agrees that, without the written consent of Beneficiary, no other
security interest will be created under the provisions of the UCC and no lease
will be entered into with respect to any goods, fixtures, equipment, appliances,
or articles of personal property owned or leased by Mortgagor now attached to or
used or to be attached to or used in connection with the Trust Estate, except as
otherwise permitted hereunder. The Mortgagor agrees that all property of every
nature and description covered by the lien and charge of this Mortgage together
with all such property and interests covered by this security interest are
encumbered as a unit, and upon and during the continuance of an Event of Default
by Mortgagor, all of the Trust Estate, at Beneficiary's option, may be
foreclosed upon or sold in the same or different proceedings or at the same or
different time, subject to the provisions of applicable law. The filing of any
financing statement relating to any such property or rights or interests shall
not be construed to diminish or alter any of Beneficiary's rights of priorities
under this Mortgage.

                (c) As of the Closing Date, the principal office, chief
executive office and principal place of business of the Mortgagor is 20 South
Third Street, Columbus, Ohio, ______________

                37. As to Property in [  ] (1).




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]











------------------
    (1) This Section will be conformed to local law of any other jurisdiction in
which any of the properties are located.


                                       61
<PAGE>   66


                IN WITNESS WHEREOF, this Mortgage has been duly executed by the
Mortgagor on the date first hereinabove written.

WITNESS:                                    Mortgagor:

                                            GLIMCHER PROPERTIES LIMITED
                                            PARTNERSHIP, a Delaware limited
                                            liability company

---------------------------------
Name:
                                            By: /s/ George A. Schmidt
                                               ---------------------------------
                                               Name: George A. Schmidt
                                               Title: Executive Vice President,
                                                      General Counsel, Secretary
                                                      and Trustee



WITNESS:

                                            PRUDENTIAL SECURITIES CREDIT CORP.,
                                            LLC, a Delaware limited liability
                                            company


---------------------------------
Name:
                                            By: /s/ George A. Schmidt
                                               ---------------------------------
                                               Name: George A. Schmidt
                                               Title: Executive Vice President,
                                                      General Counsel, Secretary
                                                      and Trustee





<PAGE>   67



STATE OF ____________      )
                           )                   : ss.:
COUNTY OF __________       )

              On the ___ day of ________ in the year 2000 before me, the
undersigned, personally appeared _________________________________, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument, and that such individual made such appearance before
the under-signed in the city of                , State of        .


                               ------------------------------------
                                          Notary Public

                                              (SEAL)
My Commission Expires: _____________

STATE OF ____________       )
                            )                  : ss.:
COUNTY OF __________        )


              On the ___ day of ________ in the year 2000 before me, the
undersigned, personally appeared _________________________________, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument, and that such individual made such appearance before
the under-signed in the city of                , State of        .


                                -------------------------------------
                                           Notary Public

                                              (SEAL)
My Commission Expires: _____________




<PAGE>   68








                                 EXHIBITS A1-A12

                                  LAND PARCELS
























                                  Exhibit A-1




<PAGE>   69




                                    EXHIBIT B

                              PERMITTED EXCEPTIONS












































                                  Exhibit B - 1