<PAGE>
                                                                  Exhibit 10.150


================================================================================

                             BARREN RIVER PLAZA, LLC
               (d/b/a in The Commonwealth of Kentucky as Glimcher
                  Barren River Plaza, LLC), a Delaware limited
                         liability company, as mortgagor
                                   (Borrower)
                                       to
                     LEHMAN BROTHERS BANK, FSB, as mortgagee
                                    (Lender)

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


                         MORTGAGE AND SECURITY AGREEMENT

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

                      Dated:                      December 20, 2001

                      Location:                   Barren River Plaza
                                                  Glasgow, Kentucky

================================================================================

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<S>                                                     <C>
--------------------------------------------------------------------------------------------
PREPARED BY:                                            UPON RECORDATION PLEASE RETURN TO:


____________________________                            Stroock & Stroock & Lavan, LLP
Name:     Daniel Fausz, Esq.                            180 Maiden Lane
                                                        New York, New York  10038
Address:  Taft, Stettinius & Hollister LLP              Attention:  Karen Quam
          1717 Dixie Highway, Suite 340
          Covington, Kentucky
          41011-4704
Telephone No.: (513) 357-9321
--------------------------------------------------------------------------------------------
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<PAGE>

                                TABLE OF CONTENTS

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<S>                        <C>                                                                                  <C>
                                Article 1 - GRANTS OF SECURITY

     Section 1.1           PROPERTY MORTGAGED.....................................................................2
     Section 1.2           ASSIGNMENT OF RENTS....................................................................5
     Section 1.3           SECURITY AGREEMENT.....................................................................5
     Section 1.4           FIXTURE FILING.........................................................................6
     Section 1.5           PLEDGES OF MONIES HELD.................................................................6

                                Article 2 - DEBT AND OBLIGATIONS SECURED

     Section 2.1           DEBT...................................................................................6
     Section 2.2           OTHER OBLIGATIONS......................................................................6
     Section 2.3           DEBT AND OTHER OBLIGATIONS.............................................................7

                                Article 3 - BORROWER COVENANTS

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

                                Article 4 - OBLIGATIONS AND RELIANCES

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

                                Article 5 - FURTHER ASSURANCES

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


                                      -i-
<PAGE>


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

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

                                Article 7 - RIGHTS AND REMEDIES UPON DEFAULT

     Section 7.1           REMEDIES..............................................................................15
     Section 7.2           APPLICATION OF PROCEEDS...............................................................18
     Section 7.3           RIGHT TO CURE DEFAULTS................................................................19
     Section 7.4           ACTIONS AND PROCEEDINGS...............................................................19
     Section 7.5           RECOVERY OF SUMS REQUIRED TO BE PAID..................................................19
     Section 7.6           EXAMINATION OF BOOKS AND RECORDS......................................................19
     Section 7.7           OTHER RIGHTS, ETC.....................................................................20
     Section 7.8           RIGHT TO RELEASE ANY PORTION OF THE PROPERTY..........................................20
     Section 7.9           VIOLATION OF LAWS.....................................................................20
     Section 7.10          RECOURSE AND CHOICE OF REMEDIES.......................................................20
     Section 7.11          RIGHT OF ENTRY........................................................................21

                                Article 8 - ENVIRONMENTAL HAZARDS

     Section 8.1           ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES..........................................21
     Section 8.2           ENVIRONMENTAL COVENANTS...............................................................23
     Section 8.3           LENDER'S RIGHTS.......................................................................24

                                Article 9 - INDEMNIFICATION

     Section 9.1           GENERAL INDEMNIFICATION...............................................................24
     Section 9.2           MORTGAGE AND/OR INTANGIBLE TAX........................................................25
     Section 9.3           ERISA INDEMNIFICATION.................................................................25
     Section 9.4           ENVIRONMENTAL INDEMNIFICATION.........................................................26
     Section 9.5           DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND EXPENSES...........................27

                                Article 10 - WAIVERS

     Section 10.1          WAIVER OF COUNTERCLAIM................................................................27
     Section 10.2          MARSHALLING AND OTHER MATTERS.........................................................27
     Section 10.3          WAIVER OF NOTICE......................................................................27
     Section 10.4          WAIVER OF STATUTE OF LIMITATIONS......................................................28
     Section 10.5          SURVIVAL..............................................................................28
</TABLE>



                                      -ii-
<PAGE>



<TABLE>
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<S>                        <C>                                                                                  <C>
                                Article 11 - EXCULPATION


                                Article 12 - NOTICES


                                Article 13 - APPLICABLE LAW

     Section 13.1          GOVERNING LAW.........................................................................29
     Section 13.2          USURY LAWS............................................................................30
     Section 13.3          PROVISIONS SUBJECT TO APPLICABLE LAW..................................................30

                                Article 14 - DEFINITIONS


                                Article 15 - MISCELLANEOUS PROVISIONS

     Section 15.1          NO ORAL CHANGE........................................................................31
     Section 15.2          SUCCESSORS AND ASSIGNS................................................................31
     Section 15.3          INAPPLICABLE PROVISIONS...............................................................31
     Section 15.4          HEADINGS, ETC.........................................................................31
     Section 15.5          NUMBER AND GENDER.....................................................................31
     Section 15.6          SUBROGATION...........................................................................32
     Section 15.7          ENTIRE AGREEMENT......................................................................32
     Section 15.8          LIMITATION ON LENDER'S RESPONSIBILITY.................................................32

                                Article 16 - INTENTIONALLY DELETED


                                Article 17 - STATE-SPECIFIC PROVISIONS
</TABLE>



                                     -iii-

<PAGE>




                         MORTGAGE AND SECURITY AGREEMENT

         THIS MORTGAGE AND SECURITY AGREEMENT (this "SECURITY INSTRUMENT") is
made as of this 20th day of December, 2001, by BARREN RIVER PLAZA, LLC (d/b/a in
the Commonwealth of Kentucky as GLIMCHER BARREN RIVER PLAZA, LLC), a Delaware
limited liability company, having its principal place of business at 20 South
Third Street, Columbus, Ohio 43215, as grantor ("BORROWER") to LEHMAN BROTHERS
BANK, FSB, a federal stock savings bank, having an address at 1000 West Street,
Suite 200, Wilmington, New Castle County, Delaware 19801, as beneficiary
("LENDER").

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

         WHEREAS, this Security Instrument is given to secure a loan (the
"LOAN") in the principal sum of SEVEN MILLION NINE HUNDRED THOUSAND AND 00/100
Dollars ($7,900,000.00) or so much thereof as may be advanced pursuant to that
certain Loan Agreement dated as of the date hereof between Borrower and Lender
(as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time, the "LOAN AGREEMENT") and evidenced by that certain
Promissory Note dated the date hereof made by Borrower to Lender (such Note,
together with all extensions, renewals, replacements, restatements or
modifications thereof being hereinafter referred to as the "NOTE"); and

         WHEREAS, the maturity date of the Note is January 11, 2012; and

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

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

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

<PAGE>



                                  Article 1 -

                               GRANTS OF SECURITY

         Section 1.1 PROPERTY MORTGAGED. Borrower does hereby irrevocably
mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to
Lender, the following property, rights, interests and estates now owned, or
hereafter acquired by Borrower (collectively, the "PROPERTY"):

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

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

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


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

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

<PAGE>


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

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

               (h) LEASES AND RENTS. All leases and other agreements affecting
          the use, enjoyment or occupancy of the Land and the Improvements
          heretofore or hereafter entered into, whether before or after the
          filing by or against Borrower of any petition for relief under 11
          U.S.C.ss.101 et seq., as the same may be amended from time to time
          (the "BANKRUPTCY CODE") (collectively, the "LEASES") and all right,
          title and interest of Borrower, its successors and assigns therein and

<PAGE>

          thereunder, including, without limitation, cash or securities
          deposited thereunder to secure the performance by the lessees of their
          obligations thereunder and all rents, additional rents, revenues,
          issues and profits (including all oil and gas or other mineral
          royalties and bonuses) from the Land and the Improvements whether paid
          or accruing before or after the filing by or against Borrower of any
          petition for relief under the Bankruptcy Code (collectively, the
          "RENTS") and all proceeds from the sale or other disposition of the
          Leases and the right to receive and apply the Rents to the payment of
          the Debt;

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

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

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

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

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

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

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

<PAGE>


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

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

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

         Section 1.3 SECURITY AGREEMENT. This Security Instrument is both a real
property deed of trust and a "security agreement" within the meaning of the
Uniform Commercial Code. The Property includes both real and personal property
and all other rights and interests, whether tangible or intangible in nature, of
Borrower in the Property. By executing and delivering this Security Instrument,
Borrower hereby grants to Lender, as security for the Obligations (hereinafter
defined), a security interest in the Fixtures, the Equipment and the Personal
Property to the full extent that the Fixtures, the Equipment and the Personal
Property may be subject to the Uniform Commercial Code (said portion of the
Property so subject to the Uniform Commercial Code being called the
"COLLATERAL"). If an Event of Default shall occur and be continuing, Lender, in
addition to any other rights and remedies which it may have, shall have and may
exercise immediately and without demand, any and all rights and remedies granted
to a secured party upon default under the Uniform Commercial Code, including,
without limiting the generality of the foregoing, the right to take possession
of the Collateral or any part thereof, and to take such other measures as Lender
may deem necessary for the care, protection and preservation of the Collateral.
Upon request or demand of Lender after the occurrence and during the continuance
of an Event of Default, Borrower shall, at its expense, assemble the Collateral
and make it available to Lender at a convenient place (at the Land if tangible
property) reasonably acceptable to Lender. Borrower shall pay to Lender on
demand any and all expenses, including reasonable legal expenses and attorneys'
fees, incurred or paid by Lender in protecting its interest in the Collateral
and in enforcing its rights hereunder with respect to the Collateral after the
occurrence and during the continuance of an Event of Default. Any notice of
sale, disposition or other intended action by Lender with respect to the
Collateral sent to Borrower in accordance with the provisions hereof at least
ten (10) business days prior to such action, shall, except as otherwise provided
by applicable law, constitute reasonable notice to Borrower. The proceeds of any
disposition of the Collateral, or any part thereof, may, except as otherwise
required by applicable law, be applied by Lender to the payment of the Debt in
such priority and

<PAGE>


proportions as Lender in its discretion shall deem proper. Borrower's (Debtor's)
principal place of business is as set forth on page one hereof and the address
of Lender (Secured Party) is as set forth on page one hereof.

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

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

                               CONDITIONS TO GRANT

         TO HAVE AND TO HOLD the above granted and described Property unto and
to the use and benefit of Lender and its successors and assigns, forever;

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

                                   Article 2 -

                          DEBT AND OBLIGATIONS SECURED

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

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

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

<PAGE>


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

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

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

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


                                   Article 3 -

                               BORROWER COVENANTS

    Borrower covenants and agrees that:

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

         Section 3.2 INCORPORATION BY REFERENCE. All the covenants, conditions
and agreements contained in (a) the Loan Agreement, (b) the Note and (c) all and
any of the other Loan Documents, are hereby made a part of this Security
Instrument.

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

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

         (b) Borrower shall not agree to commence or complete construction of an
expansion of Wal-Mart's leased premises nor shall Borrower negotiate or agree
upon a rental amount with Wal-Mart with respect to the proposed additional space
(as described in the Lease between Borrower and Wal-Mart) without Lender's
consent, which consent will not be unreasonably withheld, conditioned or
delayed. Borrower hereby acknowledges and agrees that a reasonable condition of
Lender's consent shall include Borrower's delivery of cash or a letter of credit
to Lender in an amount equal to the cost estimated by Lender to commence and/or

<PAGE>


complete construction of such expansion and the delivery by Borrower and
Wal-Mart of an agreement (in form satisfactory to Lender) permitting Lender
and/or its agents to come on to the Property and complete construction of the
expansion.

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

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

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

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

<PAGE>


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

                                  Article 4 -

                            OBLIGATIONS AND RELIANCES

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

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

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

               (b) By accepting or approving anything required to be observed,
          performed or fulfilled or to be given to Lender pursuant to this
          Security Instrument, the Loan Agreement, the Note or the other Loan
          Documents, including, without limitation, any officer's certificate,
          balance sheet, statement of profit and loss or other financial
          statement, survey, appraisal, or insurance policy, Lender shall not be
          deemed to have warranted, consented to, or affirmed the sufficiency,
          the legality or effectiveness of same, and such acceptance or approval
          thereof shall not constitute any warranty or affirmation with respect
          thereto by Lender.

<PAGE>


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

                                  Article 5 -

                               FURTHER ASSURANCES

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

         Section 5.2 FURTHER ACTS, ETC. Borrower will, at the cost of Borrower,
and without expense to Lender, do, execute, acknowledge and deliver all and
every such further acts, deeds, conveyances, deeds of trust, assignments,
notices of assignments, transfers and assurances as Lender shall, from time to
time, reasonably require, for the better assuring, conveying, assigning,
transferring, and confirming unto Lender the property and rights hereby deeded,
granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and
transferred or intended now or hereafter so to be, or which Borrower may be or
may hereafter become bound to convey or assign to Lender, or for carrying out
the intention or facilitating the performance of the terms of this Security
Instrument or for filing, registering or recording this Security Instrument, or
for complying with all Legal Requirements. Borrower, on demand, will execute and
deliver, and in the event it shall fail to so execute and deliver, hereby
authorizes Lender to execute in the name of Borrower or without the signature of
Borrower to the extent Lender may lawfully do so, one or more financing
statements to evidence more effectively the security interest of Lender in the
Property. Borrower grants to Lender an irrevocable power of attorney coupled
with an interest for the purpose of exercising and perfecting any and all rights
and remedies available to

<PAGE>


Lender at law and in equity, including without limitation such rights and
remedies available to Lender pursuant to this SECTION 5.2. Nothing contained in
this SECTION 5.2 shall be deemed to create an obligation on the part of Borrower
to pay any costs and expenses incurred by Lender in connection with the
Securitization or other sale or transfer of the Loan.

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

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

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

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

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


<PAGE>


mutilated Note or other Loan Document in the same principal amount thereof and
otherwise of like tenor.

                                  Article 6 -

                             DUE ON SALE/ENCUMBRANCE

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

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

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

         Section 6.4 LENDER'S RIGHTS. Lender reserves the right to condition the
consent required hereunder upon (a) a modification of the terms hereof and of
the Loan Agreement, the Note or the other Loan Documents; (b) an assumption of
the Loan Agreement, the Note, this Security Instrument and the other Loan
Documents as so modified by the proposed transferee, subject to the provisions
of Section 9.4 of the Loan Agreement; (c) payment of all of

<PAGE>


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

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

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

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

               (c) The proposed transferee (the "Transferee") or Transferee's
          Principals (hereinafter defined) must have demonstrated expertise in
          owning and operating properties similar in location, size and
          operation to the Property, which expertise shall be reasonably
          determined by Lender. The term "Transferee's Principals" shall include
          Transferee's (A) managing members, general partners or principal
          shareholders and (B) such other members, partners or shareholders
          which directly or indirectly shall own a 15% or greater interest in
          Transferee;

<PAGE>



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

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

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

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

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

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

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

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

<PAGE>


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

                                  Article 7 -

                        RIGHTS AND REMEDIES UPON DEFAULT

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

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

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

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

               (d) sell for cash or upon credit the Property or any part thereof
          and all estate, claim, demand, right, title and interest of Borrower
          therein and rights of redemption thereof, pursuant to power of sale or
          otherwise, at one or more sales, as an entity or in parcels, at such
          time and place, upon such terms and after such notice thereof, all as
          may be required or permitted by law; and, without limiting the
          foregoing: In connection with any sale or sales hereunder, Lender
          shall be entitled to elect to treat any of the Property which consists
          of a right in action or which is property that can be severed from the
          Real Property covered hereby or any improvements without causing
          structural damage thereto as if the same were personal property, and
          dispose of the same in accordance with applicable law, separate and
          apart from the sale of Real Property. Where the Property consists of
          Real Property, Personal Property, Equipment or Fixtures, whether or
          not such Personal Property or Equipment is located on or within the
          Real Property, Lender shall be entitled to elect to exercise its
          rights and remedies against any or all of the

<PAGE>


          Real Property, Personal Property, Equipment and Fixtures in such order
          and manner as is now or hereafter permitted by applicable law;

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

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

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

<PAGE>


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

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

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

               (h) the license granted to Borrower under SECTION 1.2 hereof
          shall automatically be revoked and Lender may enter into or upon
          the Property, either personally or by its agents, nominees or
          attorneys and dispossess Borrower and its agents and servants
          therefrom, without liability for trespass, damages or otherwise and
          exclude Borrower and its agents or servants wholly therefrom, and take
          possession of all books, records and accounts relating thereto and
          Borrower agrees to surrender possession of the Property and of such
          books, records and accounts to Lender upon demand, and thereupon
          Lender may (i) use, operate, manage, control, insure, maintain,
          repair, restore and otherwise deal with all and every part of the
          Property and conduct the business thereat; (ii) complete any
          construction on the Property in such manner and form as Lender deems
          advisable; (iii) make alterations, additions, renewals, replacements
          and improvements to or on the Property; (iv) exercise all rights and
          powers of Borrower with respect to the Property, whether in the name
          of Borrower or otherwise, including, without limitation, the right to
          make, cancel, enforce or modify Leases, obtain and evict tenants, and
          demand, sue for, collect and receive all Rents of the Property and
          every part thereof; (v) require Borrower to pay monthly in advance to
          Lender, or any receiver appointed to collect the Rents, the fair and
          reasonable rental value for the use and occupation of such part of the
          Property as may be occupied by Borrower; (vi) require Borrower to
          vacate and surrender possession of the Property to Lender or to such
          receiver and, in default thereof, Borrower may be evicted by summary
          proceedings or otherwise; and (vii) apply the receipts from the
          Property to the payment of the Debt, in such order, priority and
          proportions as Lender shall deem appropriate in its sole discretion
          after deducting therefrom all expenses (including reasonable
          attorneys' fees) incurred in connection with the aforesaid operations
          and all amounts necessary to pay the Taxes, Other Charges, insurance
          and other expenses in connection with the Property, as well as just
          and reasonable compensation for the services of Lender, its counsel,
          agents and employees;

               (i) exercise any and all rights and remedies granted to a secured
          party upon default under the Uniform Commercial Code, including,
          without limiting the generality of the foregoing: (i) the right to
          take possession of the Fixtures, the

<PAGE>


          Equipment, the Personal Property or any part thereof, and to take such
          other measures as Lender may deem necessary for the care, protection
          and preservation of the Fixtures, the Equipment, the Personal
          Property, and (ii) request Borrower at its expense to assemble the
          Fixtures, the Equipment, the Personal Property and make it available
          to Lender at a convenient place acceptable to Lender. Any notice of
          sale, disposition or other intended action by Lender with respect to
          the Fixtures, the Equipment, the Personal Property sent to Borrower in
          accordance with the provisions hereof at least ten (10) days prior to
          such action, shall constitute commercially reasonable notice to
          Borrower;

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

                    (i) Taxes and Other Charges;

                    (ii) Insurance Premiums;

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

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

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

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

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

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

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

         Section 7.2 APPLICATION OF PROCEEDS. The purchase money, proceeds and
avails of any disposition of the Property, and or any part thereof, or any other
sums collected by

<PAGE>


Lender pursuant to the Note, this Security Instrument or the other Loan
Documents, may be applied by Lender to the payment of the Debt in such priority
and proportions as Lender in its discretion shall deem proper, to the extent
consistent with law.

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

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

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

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

<PAGE>


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

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

               (c) Lender may resort for the payment of the Debt to any other
          security held by Lender in such order and manner as Lender, in its
          discretion, may elect. Lender may take action to recover the Debt, or
          any portion thereof, or to enforce any covenant hereof without
          prejudice to the right of Lender thereafter to foreclose this Security
          Instrument. The rights of Lender under this Security Instrument shall
          be separate, distinct and cumulative and none shall be given effect to
          the exclusion of the others. No act of Lender shall be construed as an
          election to proceed under any one provision herein to the exclusion of
          any other provision. Lender shall not be limited exclusively to the
          rights and remedies herein stated but shall be entitled to every right
          and remedy now or hereafter afforded at law or in equity.

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

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

         Section 7.10 RECOURSE AND CHOICE OF REMEDIES. Notwithstanding any other
provision of this Security Instrument or the Loan Agreement, including, without
limitation,

<PAGE>


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

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

                                  Article 8 -

                              ENVIRONMENTAL HAZARDS

         Section 8.1 ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Based upon an
environmental assessment of the Property and information that Borrower knows
after due inquiry of the Manager, and except as otherwise disclosed by that
certain Environmental Site Assessment of the Property delivered to Lender (such
report is referred to below as the "ENVIRONMENTAL REPORT"), (a) there are no
Hazardous Substances (defined below) or underground storage tanks in, on, or
under the Property, except those that are both (i) in compliance with
Environmental Laws (defined below) and with permits issued pursuant thereto and
(ii) fully disclosed to Lender in writing pursuant the Environmental Report; (b)
there are no past, present or threatened Releases (defined below) of Hazardous
Substances in, on, under or from the Property which has not been fully
remediated in accordance with Environmental Law; (c) there is no threat of any
Release of Hazardous Substances migrating to the Property; (d) there is no past
or present non-compliance with Environmental Laws, or with permits issued
pursuant thereto, in connection with the Property which has not been fully
remediated in accordance with

<PAGE>


Environmental Law; (e) Borrower does not know of, and has not received, any
written or oral notice or other communication from any Person (including but not
limited to a governmental entity) relating to Hazardous Substances or
Remediation (defined below) thereof, of possible liability of any Person
pursuant to any Environmental Law, other environmental conditions in connection
with the Property, or any actual or potential administrative or judicial
proceedings in connection with any of the foregoing; and (f) Borrower has
truthfully and fully provided to Lender, in writing, any and all information
relating to conditions in, on, under or from the Property that is known to
Borrower and that is contained in Borrower's files and records, including but
not limited to any reports relating to Hazardous Substances in, on, under or
from the Property and/or to the environmental condition of the Property.

         "ENVIRONMENTAL LAW" means any present and future federal, state and
local laws, statutes, ordinances, rules, regulations and the like, as well as
common law, relating to protection of human health or the environment, relating
to Hazardous Substances, relating to liability for or costs of Remediation or
prevention of Releases of Hazardous Substances or relating to liability for or
costs of other actual or threatened danger to human health or the environment.
Environmental Law includes, but is not limited to, the following statutes, as
amended, any successor thereto, and any regulations promulgated pursuant
thereto, and any state or local statutes, ordinances, rules, regulations and the
like addressing similar issues: the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource
Conservation and Recovery Act (including but not limited to Subtitle I relating
to underground storage tanks); the Solid Waste Disposal Act; the Clean Water
Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution
Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the
Endangered Species Act; the National Environmental Policy Act; and the River and
Harbors Appropriation Act. Environmental Law also includes, but is not limited
to, any present and future federal, state and local laws, statutes, ordinances,
rules, regulations and the like, as well as common law: conditioning transfer of
property upon a negative declaration or other approval of a governmental
authority of the environmental condition of the Property; requiring notification
or disclosure of Releases of Hazardous Substances or other environmental
condition of the Property to any governmental authority or other Person, whether
or not in connection with transfer of title to or interest in property; imposing
conditions or requirements in connection with permits or other authorization for
lawful activity; relating to nuisance, trespass or other causes of action
related to the Property; and relating to wrongful death, personal injury, or
property or other damage in connection with any physical condition or use of the
Property.

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

<PAGE>


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

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

         Section 8.2 ENVIRONMENTAL COVENANTS. Borrower covenants and agrees
that: (a) all uses and operations on or of the Property, whether by Borrower or
any other Person, shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; (b) there shall be no Releases of Hazardous Substances
in, on, under or from the Property; (c) there shall be no Hazardous Substances
in, on, or under the Property, except those that are both (i) in compliance with
all Environmental Laws and with permits issued pursuant thereto and (ii) fully
disclosed to Lender in writing; (d) Borrower shall keep the Property free and
clear of all liens and other encumbrances imposed pursuant to any Environmental
Law, whether due to any act or omission of Borrower or any other Person (the
"ENVIRONMENTAL LIENS"); (e) Borrower shall, at its sole cost and expense, fully
and expeditiously cooperate in all activities pursuant to SECTION 8.3 below,
including but not limited to providing all relevant information and making
knowledgeable persons available for interviews; (f) Borrower shall, at its sole
cost and expense, perform any environmental site assessment or other
investigation of environmental conditions in connection with the Property,
pursuant to any reasonable written request of Lender made in the event that
Lender has reason to believe that an environmental hazard exists on the Property
(including but not limited to sampling, testing and analysis of soil, water,
air, building materials and other materials and substances whether solid, liquid
or gas), and share with Lender the reports and other results thereof, and Lender
and other Indemnified Parties shall be entitled to rely on such reports and
other results thereof; (g) Borrower shall, at its sole cost and expense, comply
with all reasonable written requests of Lender made in the event that Lender has
reason to believe that an environmental hazard exists on the Property (i)
reasonably effectuate Remediation of any condition (including but not limited to
a Release of a Hazardous Substance) in, on, under or from the Property; (ii)
comply with any Environmental Law; (iii) comply with any directive from any
governmental authority; and (iv) take any other reasonable action necessary or
appropriate for protection of human health or the environment; (h) Borrower
shall not do or allow any tenant or other user of the Property to do any act
that materially increases the dangers to human health or the environment, poses
an unreasonable risk of harm to any Person (whether on or off the Property),
impairs or may impair the value of the Property, is contrary to any requirement
of any insurer, constitutes a public or private nuisance, constitutes waste, or
violates any covenant, condition, agreement or easement applicable to the
Property; and (i) Borrower shall immediately notify Lender in writing of (A) any
presence or Releases or threatened Releases of Hazardous Substances in, on,
under, from or migrating towards the Property; (B) any non-compliance with any
Environmental Laws related in any way to the Property; (C) any actual or
potential Environmental Lien; (D) any required or proposed Remediation of
environmental conditions relating to the Property; and (E) any written or oral

<PAGE>


notice or other communication of which Borrower becomes aware from any source
whatsoever (including but not limited to a governmental entity) relating in any
way to Hazardous Substances or Remediation thereof, possible liability of any
Person pursuant to any Environmental Law, other environmental conditions in
connection with the Property, or any actual or potential administrative or
judicial proceedings in connection with anything referred to in this Article 8.

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

                                  Article 9 -

                                 INDEMNIFICATION

         Section 9.1 GENERAL INDEMNIFICATION. Borrower shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses, costs, expenses, diminutions in value,
fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in
settlement, punitive damages, foreseeable and unforeseeable consequential
damages, of whatever kind or nature (including but not limited to reasonable
attorneys' fees and other costs of defense) (collectively, the "LOSSES") imposed
upon or incurred by or asserted against any Indemnified Parties and directly or
indirectly arising out of or in any way relating to any one or more of the
following: (a) ownership of this Security Instrument, the Property or any
interest therein or receipt of any Rents; (b) any amendment to, or restructuring
of, the Debt, and the Note, the Loan Agreement, this Security Instrument, or any
other Loan Documents; (c) any and all lawful action that may be taken by Lender
in connection with the enforcement of the provisions of this Security Instrument
or the Loan Agreement or the Note or any of the other Loan Documents, whether or
not suit is filed in connection with same, or in connection with Borrower, any
guarantor or indemnitor and/or any partner, joint venturer or shareholder
thereof becoming a party to a voluntary or involuntary federal or state
bankruptcy, insolvency or similar proceeding; (d) any accident, injury to or
death of persons or loss of or damage to property occurring in, on or about the
Property or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent

<PAGE>


parking areas, streets or ways; (e) any use, nonuse or condition in, on or about
the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent parking areas, streets or ways; (f) any failure on the part
of Borrower to perform or be in compliance with any of the terms of this
Security Instrument; (g) performance of any labor or services or the furnishing
of any materials or other property in respect of the Property or any part
thereof; (h) the failure of any person to file timely with the Internal Revenue
Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real
Estate, Broker and Barter Exchange Transactions, which may be required in
connection with this Security Instrument, or to supply a copy thereof in a
timely fashion to the recipient of the proceeds of the transaction in connection
with which this Security Instrument is made; (i) any failure of the Property to
be in compliance with any Legal Requirements; (j) the enforcement by any
Indemnified Party of the provisions of this Article 9; (k) any and all claims
and demands whatsoever which may be asserted against Lender by reason of any
alleged obligations or undertakings on its part to perform or discharge any of
the terms, covenants, or agreements contained in any Lease; (1) the payment of
any commission, charge or brokerage fee to anyone claiming through Borrower
which may be payable in connection with the funding of the Loan; or (m) any
misrepresentation made by Borrower in this Security Instrument or any other Loan
Document. Notwithstanding the foregoing, Borrower shall not be liable to the
Indemnified Parties under this SECTION 9.1 for any Losses to which the
Indemnified Parties may become subject to the extent such Losses arise by reason
of the gross negligence, illegal acts, fraud or willful misconduct of the
Indemnified Parties. Any amounts payable to Lender by reason of the application
of this SECTION 9.1 shall become immediately due and payable and shall bear
interest at the Default Rate from the date loss or damage is sustained by Lender
until paid. For purposes of this Article 9, the term "INDEMNIFIED PARTIES" means
Lender and any Person who is or will have been involved in the origination of
the Loan, any Person who is or will have been involved in the servicing of the
Loan secured hereby, any Person in whose name the encumbrance created by this
Security Instrument is or will have been recorded, persons and entities who may
hold or acquire or will have held a full or partial interest in the Loan secured
hereby (including, but not limited to, investors or prospective investors in the
Securities, as well as custodians, trustees and other fiduciaries who hold or
have held a full or partial interest in the Loan secured hereby for the benefit
of third parties) as well as the respective directors, officers, shareholders,
partners, employees, agents, servants, representatives, contractors,
subcontractors, affiliates, subsidiaries, participants, successors and assigns
of any and all of the foregoing (including but not limited to any other Person
who holds or acquires or will have held a participation or other full or partial
interest in the Loan, whether during the term of the Loan or as a part of or
following a foreclosure of the Loan and including, but not limited to, any
successors by merger, consolidation or acquisition of all or a substantial
portion of Lender's assets and business).

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

         Section 9.3 ERISA INDEMNIFICATION. Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and

<PAGE>


against any and all Losses (including, without limitation, reasonable attorneys'
fees and costs incurred in the investigation, defense, and settlement of Losses
incurred in correcting any prohibited transaction or in the sale of a prohibited
loan, and in obtaining any individual prohibited transaction exemption under
ERISA that may be required, in Lender's sole discretion) that Lender may incur,
directly or indirectly, as a result of a default under Sections 4.1.9 or 5.2.12
of the Loan Agreement.

         Section 9.4 ENVIRONMENTAL INDEMNIFICATION. Borrower shall, at its sole
cost and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses and costs of Remediation
(whether or not performed voluntarily), engineers' fees, environmental
consultants' fees, and costs of investigation (including but not limited to
sampling, testing, and analysis of soil, water, air, building materials and
other materials and substances whether solid, liquid or gas) imposed upon or
incurred by or asserted against any Indemnified Parties, and directly or
indirectly arising out of or in any way relating to any one or more of the
following: (a) any presence of any Hazardous Substances in, on, above, or under
the Property; (b) any past, present or threatened Release of Hazardous
Substances in, on, above, under or from the Property; (c) any activity by
Borrower, any Person affiliated with Borrower or any tenant or other user of the
Property in connection with any actual, proposed or threatened use, treatment,
storage, holding, existence, disposition or other Release, generation,
production, manufacturing, processing, refining, control, management, abatement,
removal, handling, transfer or transportation to or from the Property of any
Hazardous Substances at any tine located in, under, on or above the Property;
(d) any activity by Borrower, any Person affiliated with Borrower or any tenant
or other user of the Property in connection with any actual or proposed
Remediation of any Hazardous Substances at any time located in, under, on or
above the Property, whether or not such Remediation is voluntary or pursuant to
court or administrative order, including but not limited to any removal,
remedial or corrective action; (e) any past or present non-compliance or
violations of any Environmental Laws (or permits issued pursuant to any
Environmental Law) in connection with the Property or operations thereon,
including but not limited to any failure by Borrower, any Affiliate of Borrower
or any tenant or other user of the Property to comply with any order of any
Governmental Authority in connection with any Environmental Laws; (f) the
imposition, recording or filing of any Environmental Lien encumbering the
Property; (g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in Article 8 and this
SECTION 9.4; (h) any past, present or threatened injury to, destruction of or
loss of natural resources in any way connected with the Property, including but
not limited to costs to investigate and assess such injury, destruction or loss;
(i) any acts of Borrower or other users of the Property in arranging for
disposal or treatment, or arranging with a transporter for transport for
disposal or treatment, of Hazardous Substances owned or possessed by such
Borrower or other users, at any facility or incineration vessel owned or
operated by another Person and containing such or any similar Hazardous
Substance; (j) any acts of Borrower or other users of the Property, in accepting
any Hazardous Substances for transport to disposal or treatment facilities,
incineration vessels or sites selected by Borrower or such other users, from
which there is a Release, or a threatened Release of any Hazardous Substance
which causes the incurrence of costs for Remediation; (k) any personal injury,
wrongful death, or property damage arising under any statutory or common law or
tort law theory, including but not limited to damages assessed for the
maintenance of a private or public nuisance or for the conducting of an
abnormally dangerous activity on or near the Property; and (1) any

<PAGE>


misrepresentation or inaccuracy in any representation or warranty or material
breach or failure to perform any covenants or other obligations pursuant to
Article 8. Notwithstanding the foregoing, Borrower shall not be liable under
this SECTION 9.4 for any Losses or costs of Remediation to which the Indemnified
Parties may become subject to the extent such Losses or costs of Remediation
arise by reason of the gross negligence, illegal acts, fraud of willful
misconduct of the Indemnified Parties. This indemnity shall survive any
termination, satisfaction or foreclosure of this Security Instrument, subject to
the provisions of SECTION 10.5.

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

                                  Article 10 -

                                     WAIVERS

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

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

         Section 10.3 WAIVER OF NOTICE. To the extent permitted by applicable
law, Borrower shall not be entitled to any notices of any nature whatsoever from
Lender except with respect to matters for which this Security Instrument or the
Loan Documents specifically and

<PAGE>


expressly provide for the giving of notice by Lender to Borrower and except with
respect to matters for which Lender is required by applicable law to give
notice, and Borrower hereby expressly waives the right to receive any notice
from Lender with respect to any matter for which this Security Instrument does
not specifically and expressly provide for the giving of notice by Lender to
Borrower.

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

         Section 10.5 SURVIVAL. The indemnifications made pursuant to SECTIONS
9.3 AND 9.4 herein and the representations and warranties, covenants, and other
obligations arising under Article 8, shall continue indefinitely in full force
and effect and shall survive and shall in no way be impaired by: any
satisfaction, release or other termination of this Security Instrument, any
assignment or other transfer of all or any portion of this Security Instrument
or Lender's interest in the Property (but, in such case, shall benefit both
Indemnified Parties and any assignee or transferee), any exercise of Lender's
rights and remedies pursuant hereto including but not limited to foreclosure or
acceptance of a deed in lieu of foreclosure, any exercise of any rights and
remedies pursuant to the Loan Agreement, the Note or any of the other Loan
Documents, any transfer of all or any portion of the Property (whether by
Borrower or by Lender following foreclosure or acceptance of a deed in lieu of
foreclosure or at any other time), any amendment to this Security Instrument,
the Loan Agreement, the Note or the other Loan Documents, and any act or
omission that might otherwise be construed as a release or discharge of Borrower
from the obligations pursuant hereto. Notwithstanding anything to the contrary
contained in this Security Instrument or the other Loan Documents, Borrower
shall not have any obligations or liabilities under the indemnification under
SECTION 9.4 herein or other indemnifications with respect to Hazardous
Substances contained in the other Loan Documents with respect to those
obligations and liabilities that Borrower can prove arose solely from Hazardous
Substances that (i) were not present on or a threat to the Property prior to the
date that Lender or its nominee acquired title to the Property, whether by
foreclosure, exercise by power of sale, acceptance of a deed-in-lieu of
foreclosure or otherwise and (ii) were not the result of any act or negligence
of Borrower or any of Borrower's affiliates, agents or contractors.

                                  Article 11 -

                                   EXCULPATION

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

<PAGE>

                                  Article 12 -

                                     NOTICES

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

                                  Article 13 -

                                 APPLICABLE LAW

         Section 13.1 GOVERNING LAW. (A) THIS SECURITY INSTRUMENT WAS NEGOTIATED
IN THE STATE OF NEW YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE
STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE SECURED HEREBY WERE DISBURSED
FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL
RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY,
AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY
INSTRUMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF
CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT
THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT
OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE
OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND
CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT
BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE,
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND
ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING
HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS SECURITY INSTRUMENT AND THE OR THE OTHER LOAN
DOCUMENTS, AND THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

         (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER
ARISING OUT OF OR RELATING TO THIS SECURITY INSTRUMENT MAY AT LENDER'S OPTION BE
INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW
YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND
BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER

<PAGE>


HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND
APPOINT

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

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

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

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

<PAGE>


or unenforceable, the remainder of this Security Instrument and any other
application of the term shall not be affected thereby.

                                  Article 14 -

                                   DEFINITIONS

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

                                  Article 15 -

                            MISCELLANEOUS PROVISIONS

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

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

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

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

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

<PAGE>


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

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

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

                                  Article 16 -

                              INTENTIONALLY DELETED

                                  Article 17 -

                            STATE-SPECIFIC PROVISIONS

         Section 17.1 FUTURE ADVANCES: MAXIMUM PRINCIPAL INDEBTEDNESS. Borrower
and Lender intend that this Security Instrument also secure, and this Security
Instrument shall secure, other additional amounts advanced, from time to time,
under the Note or otherwise. The maximum principal amount which may be
outstanding at any time and secured by this Security Instrument, exclusive of
interest thereon, unpaid balances of advances made with respect to the Property
for the payment of taxes, assessments, insurance premiums and other costs
incurred for the protection of the Property and other costs which Lender is
authorized to pay on Borrower's behalf, all of which shall also be secured by
this Security Instrument is

<PAGE>


Twenty-Three Million Seven Hundred Thousand and 00/100 ($23,700,000) Dollars. As
an inducement to Lender to make the extensions of credit under the Note,
Borrower hereby irrevocably, absolutely and unconditionally waives and
relinquishes any right to which it may be entitled to reduce the maximum amount
of indebtedness that this Security Instrument secures, and at the option of
Lender any attempt to so limit the amount of indebtedness secured by this
Security Instrument shall constitute an Event of Default hereunder. Nothing
herein contained shall be deemed an obligation on the part of the Lender to make
any future advances.

                         [NO FURTHER TEXT ON THIS PAGE]



<PAGE>



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

                                BORROWER:

                                BARREN RIVER PLAZA, LLC,
                                a Delaware limited liability company

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

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


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


<PAGE>



                                 ACKNOWLEDGMENT


State of Ohio                )
                             )ss.
County of ______________     )


         The foregoing instrument was acknowledged before me this 18th day of
December, 2001, by George A. Schmidt, the Executive Vice President of Glimcher
Properties Corporation, a Delaware corporation, the general partner of Glimcher
Properties Limited Partnership, a Delaware limited partnership, the sole member
of Barren River Plaza, LLC, a Delaware limited liability company, on behalf of
the said corporation, partnership and company.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                           /s/ Barbara B. Howison
                                           ----------------------
                                           Notary Public

Commission
Expiration:  7/02/05
             --------

<PAGE>



                                    EXHIBIT A
                                LEGAL DESCRIPTION


PARCEL I - FEE SIMPLE

POINT OF BEGINNING at an iron pin corner monument on a corner common to the
subject tract and at the southwestern boundary line corner of the Wal-Mart
Shopping Center Out Parcel Tract located on the western side of U.S. Highway
31-E By-Pass, in the north central section of Glasgow, Barren County, Kentucky,
said POINT OF BEGINNING being located westwardly 78.60 feet from and at right
angles to the centerline of said U.S. Highway 31-E By-Pass, and referenced South
42 degrees 03 minutes 12 seconds West, 311.60 feet from the intersection of the
centerlines of said U.S. Highway 31-E By-Pass and Ensminger Drive and North 18
degrees 15 minutes 05 seconds East 1,200.35 feet from the intersection of the
centerlines of said U.S. Highway 31-E By-Pass and Rogers Drive; thence from the
point of beginning with three (3) lines along the western right-of-way line of
said U.S. Highway 31-E By-Pass, South 34 degrees 01 minutes 09 seconds West,
34.60 feet to an iron pin corner monument, said iron pin being located
westwardly 85.00 feet from and at right angles to the centerline of said U.S.
Highway 31-E By-Pass; thence South 22 degrees 26 minutes 49 seconds West, 41.34
feet to an iron pin corner monument, said iron pin being located westwardly
85.00 feet from and at right angles to the centerline of said U.S. Highway 31-E
By-Pass; thence South 21 degrees 56 minutes 55 seconds West, 339.75 feet to an
iron pin corner monument on a corner common to the subject tract and at a
northeastern boundary line corner of a tract of the lands of Ruby J. Smith (as
recorded in Deed Book 55, Page 11, in the office of the Clerk of the Barren
County Court), on the western side of U.S. Highway 31-E By-Pass, said iron pin
being located westwardly 85 feet from and at right angles to the centerline of
said U.S. Highway 31-E By-Pass; thence along the northern boundary line of said
Ruby J. Smith (as recorded in Deed Book 55, Page 11, in the office of the Clerk
of the Barren County Court), North 68 degrees 24 minutes 12 seconds West 793.30
feet to an iron pin corner monument; thence with two (2) lines along the western
boundary line of said Ruby J. Smith (as recorded in Deed Book 55, Page 11, in
the office of the Clerk of the Barren County Court), South 27 degrees 53 minutes
35 seconds West, 317.14 feet to an iron pin corner monument; thence South 28
degrees 33 minutes 19 seconds West,212.51 feet to an iron pin corner monument on
a corner common to the subject tract and at a south-western boundary line corner
of a tract of the lands of said Ruby J. Smith (as recorded in Deed Book 55, Page
11, in the office of the Clerk of the Barren County Court), on the northern
right-of-way line of Rogers Drive, said iron pin being located 20.00 feet from,


Barren River Plaza
Barren County, Kentucky


                                       36
<PAGE>



Continued...

EXHIBIT A, LEGAL DESCRIPTION, CONTINUED...

PARCEL I - Fee Simple, Continued...

and at right angles to the centerline of said Rogers Drive; thence with seven
(7) lines along the northern right-of-way line and parallel with the centerline
of said Rogers Drive, North 21 degrees 16 minutes 32 seconds West, 16.35 feet to
an iron pin corner monument; thence North 25 degrees 16 minutes 32 seconds West,
76.68 feet to an iron pin corner monument; thence North 40 degrees 19 minutes 31
seconds West, 104.55 feet to an iron pin corner monument; thence North 48
degrees 25 minutes 45 seconds West, 111.44 feet to an iron pin corner monument;
thence North 58 degrees44 minutes 49 seconds West, 106.58 feet to an iron pin
corner monument; thence North 68 degrees 24 minutes 09 seconds West,296.65 feet
to an iron pin corner monument; thence North 71 degrees 06 minutes 09 seconds
West, 121.12 feet to an iron pin corner monument on a corner common to the
subject tract and on the eastern boundary line of Lot 29 of Indian Hills
Subdivision (as recorded in Plat Book 5, Page 46, in the office of the Clerk of
the Barren County Court), with title presently in the name of Gary and Belinda
Barrs (as recorded in Deed Book 204, Page 978, in the office of the Clerk of
the Barren County Court); thence with five(5) lines along the eastern boundary
line of said Indian Hills Subdivision (as recorded in Plat Book 5, Page 46, in
the office of the Clerk of the Barren County Court), North 34 degrees 32 minutes
50 seconds East, l20.77 feet to an existing iron pipe corner monument; thence
North 31 degrees 31 minutes 46 seconds East, 164.49 feet to an existing iron
pipe corner monument; thence North 32 degrees 12 minutes 37 seconds East, 319.79
feet to an existing iron pipe corner monument; thence North 31 degrees 49
minutes 33 seconds East,79.81 feet to an existing iron pipe corner monument;
thence North 32 degrees 28 minutes 51 seconds East, 13.00 feet to an iron pin
corner monument on a corner common to the subject tract and at the southwestern
boundary line corner of Lot 2 of Barren River Plaza Partnership (as recorded in
Plat Book 9, Page 764, in the office of the Clerk of the Barren County Court),
on the eastern boundary line of Lot 36 of Indian Hills Subdivision (as recorded
in Plat Book 5, Page 46, in the office of the Clerk of the Barren County Court),
with title presently in the name of James B. and Carolyn Bow (as recorded in
Deed Book 204, Page 404, in the office of the Clerk of the Barren County Court);
thence along the southern boundary line of said Lot 2 of Barren River Plaza
Partnership (as recorded in Plat Book 9, Page 764, in the office of the Clerk of
the Barren County Court), North 83 degrees 39 minutes 30 seconds East, 381.05
feet to an iron pin corner monument on a corner common to the subject tract and
at the northeastern boundary line corner of

Barren River Plaza                     37
Barren County, Kentucky
<PAGE>


Continued...

EXHIBIT A, LEGAL DESCRIPTION, CONTINUED...

PARCEL I - Fee Simple, Continued...

said Lot 2 of Barren River Plaza Partnership (as recorded in Plat Book 9, Page
764, in the office of the Clerk of the Barren County Court) at a southern
boundary line corner of a tract of the lands of the Glasgow YMCA (as recorded in
Deed Book 222, Page 179, in the office of the Clerk of the Barren County Court);
thence along the eastern boundary line of said Glasgow YMCA (as recorded in Deed
Book 222, Page 179, in the office of the Clerk of the Barren County Court),
North 21 degrees 54 minutes 44 seconds East, 264.90 feet to a concrete monument
on a corner common to the subject tract and at a southwestern boundary line
corner of a tract of the lands of James N. Gray Construction Company (as
recorded in Deed Book 174, Page 537, in the office of the Clerk of the Barren
County Court); thence along the southwestern boundary line of said James N. Gray
Construction Company (as recorded in Deed Book 174, Page 537, in the office of
the Clerk of the Barren County Court), and the City of Glasgow, (as recorded in
Deed Book 197, Page 866, in the office of the Clerk of the Barren County Court),
South 62 degrees 17 minutes 15 seconds East, 799.10 feet to an existing iron
pipe corner monument on a corner common to the subject tract and at the
southeastern boundary line corner of a tract of the lands of the City of Glasgow
(as recorded in Deed Book 197, Page 866, in the office of the Clerk of the
Barren County Court), and the southwestern boundary line corner of a tract of
the lands of the Richard Garnett Estate, Everett Ensminger, Trustee (as recorded
in Deed Book 218, Page 887, and Plat Book 6, Page 55, in the office of the Clerk
of the Barren County Court); thence along the southern boundary line of said
Richard Garnett Estate (as recorded in Deed Book 218, Page 887, and Plat Book 6,
Page 55, in the office of the Clerk of the Barren County Court), South 62
degrees 04 minutes 09 seconds East, 191.53 feet to an iron pin corner monument
on a corner common to the subject tract and at the northwestern boundary line
corner of the Wal-Mart Shopping Center Out Parcel Tract #1 (as recorded in Plat
Book 9, Page 764, in the office of the Clerk of the Barren County Court); thence
along the western and southern boundary line of said Out-Parcel Tract #1 (as
recorded in Plat Book 9, Page 764, in the office of the Clerk of the Barren
County Court), South 33 degrees 44 minutes 23 seconds West, 249.18 feet to an
iron pin corner monument; thence South 67 degrees 57 minutes 40 seconds East,
249.16 feet to the POINT OF BEGINNING, containing 1,229,479.84 square feet/28.22
acres/1l.4226 hectares, more or less, according to survey made in September

Barren River Plaza                     38
Barren County, Kentucky

<PAGE>


1990 by Smith and Associates, Engineering and Surveying, Dennis D. Smith,
Kentucky PLS 2062, Barry Hall, Tim Williams and Joe Webb.

Continued...
EXHIBIT A, LEGAL DESCRIPTION, CONTINUED...

PARCEL II

Together with an easement for vehicular and pedestrian ingress and egress and
drainage and utilities to and from the above-referenced tract of land, which
easements are created by that certain Declaration of Easements, Covenants and
Restrictions of Barren River Plaza Partnership dated July l, 1990, and recorded
in Miscellaneous Book 40, Page 282, in the office of the Clerk of the Barren
County Court, as amended by instrument of record in Miscellaneous Book 40, Page
859, and as amended by the First Amendment of Amended and Restated Declaration
of Easements, Covenants and Restrictions dated June 10, 1991, recorded June 27,
1991, in Miscellaneous Book 41, Page 544, in the office of the Clerk aforesaid,
over and across the property described as Out Parcel #1 as set forth on Exhibit
A-1, attached hereto.

PARCEL III

Together with a slope and grading easement as conveyed by that certain Slope and
Grading Easement from Barren County Family YMCA, Inc., and The James N. Gray
Foundation, Inc., to Barren River Plaza Partnership, dated January 3, 1991,
recorded April 29, 1991, in Miscellaneous Book 41, Page 364, in the office of
the Clerk of the Barren County Court, with respect to the following described
parcel:

SLOPE GRADING EASEMENT AREA. A parcel of land in the City of Glasgow, Barren
County, Kentucky, beginning at a concrete monument set on the West right-of-way
of the U.S. 31-E By-Pass, said monument being referenced South 27 deg. 22 min.
43 sec. West (chord), 61.48 feet South of an existing iron pin set in the South
right-of-way of Ensminger Drive; thence leaving said right-of-way run North 59
deg. 55 min. 59 sec. West, 150.62 feet; thence run North 63 deg. 38 min. 19 sec.
West, 277.23 feet; thence run North 63 deg. 49 min. 51 sec. West, 799.01 feet;
thence run South 20 deg. 22 min. 17 sec., 194.90 feet to the easement point of
beginning; thence run South 20 deg. 22 min. 17 sec. West, 70.00 feet; thence run
North 46 deg. 07 min. 00 sec. West, 60.00 feet; thence run North 70 deg. 26 min.
03 sec. East, 71.76 feet to the point of beginning, containing 1925.65 square
feet (0.044 acres) more or less.

Barren River Plaza                     39
Barren County, Kentucky

<PAGE>


Being the same property conveyed to Glimcher Properties Limited Partnership, a
Delaware limited partnership, by deed from Paine Webber Retail Property
Investments, Ltd., a Texas limited partnership, dated June 26, 1996, and
recorded in Deed Book 235, Page 589, in the office of the Barren County Court
Clerk, Glasgow, Kentucky.

Continued...

LEGAL DESCRIPTION FOR REFERENCE PURPOSES ONLY AS IT RELATES TO THE EASEMENTS
CREATED UNDER THAT CERTAIN DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS
- OUT PARCEL #1

EXHIBIT A-1

LEGAL DESCRIPTION

POINT OF BEGINNING at an existing concrete monument on a corner common to the
subject tract and at the southwestern boundary line corner of a trace of the
lands of Ted R. Railey located on the western side of U.S. Highway 31-E By-Pass,
in the north central section of Glasgow, Barren County, Kentucky, said POINT OF
BEGINNING being located westwardly 59.26 feet from and at right angles to the
centerline of said of U.S. Highway 31-E By-Pass, and referenced South 62 degrees
53 minutes 50 seconds West, 109.23 feet from the intersection of the centerlines
of said U.S. Highway 31-E By-Pass and Ensminger Drive and North 20 degrees 14
minutes 41 seconds East, 1,408.58 feet from the intersection of the centerlines
of said U.S. Highway 31-E By-Pass and Rogers Drive; THENCE FROM THE POINT OF
BEGINNING with the chord of a 02 Degree 55 minute and 24 seconds curve to the
left (delta angle 02 degrees 11 minutes 19 seconds; radius 1,959.86 feet; arc
length 74.86 feet), South 26 degrees 57 minutes 28 seconds West, 74.86 feet to
an iron pin corner monument; thence South 34 degrees 01 minutes 09 seconds West,
138.60 feet to an iron pin corner monument on a corner common to the subject
tract and at a northeastern boundary line corner of the main tract of the
Wal-Mart Shopping Center Site, said iron pin being located westwardly 78.60 feet
from and at right angles to the centerline of said U.S. Highway 31-E By-Pass;
thence with two (2) lines along a northern and an eastern boundary line of said
main tract of the Wal-Mart Shopping Center Site, North 67 degrees 57 minutes 40
seconds West, 249.16 feet to an iron pin corner monument; thence North 33
degrees 44 minutes 23 seconds East, 249.18 feet to an iron pin corner monument
on a corner common to the subject tract and at a northeastern boundary line
corner of said main tract of the Wal-Mart Shopping Center Site on the southern
boundary line of the Richard Garnett Estate, Everett Ensminger, Trustee (as
recorded in Deed Book 218, Page 887, and Plat Book 6, Page 55, in the office of
the Clerk of the Barren County Court); thence along the southern boundary line
of said Richard Garnett Estate (as recorded in Deed Book 218, Page

Barren River Plaza                     40
Barren County, Kentucky

<PAGE>


887, and Plat Book 6, Page 55, in the office of the Clerk of the Barren County
Court, South 62 degrees 04 minutes 09 seconds East, 85.69 feet to a concrete
monument on a corner common to the subject tract and at the southwestern
boundary line corner of the lands of Ted R. Railey (as recorded in Deed Book
213, Page 231, Deed Book 213, Page 232, Plat Book 6, Page 55, and Plat Book 7,

Continued...
EXHIBIT A-1, LEGAL DESCRIPTION, CONTINUED...


Page 957, in the office of the Clerk of the Barren County Court); thence along
the southern boundary line of said Railey (as recorded in Deed Book 213, Page
231, Deed Book 213, Page 232, Plat Book 6, Page 55, and Plat Book 7, Page 957,
in the office of the Clerk of the Barren County Court), South 58 degrees 23
minutes 42 seconds East, 150.67 feet to the POINT OF BEGINNING, containing
56,596.27 square feet/1.30 acres/ 0.5258 hectares, more or less, according to
this survey made in September 1990 by SMITH AND ASSOCIATES, ENGINEERING AND
SURVEYING, Dennis D. Smith, Kentucky PLS 2062, Barry Hall, Tim Williams and Joe
Webb; subject to any and all existing rights-of-ways and easements and all
bearings being referenced to the bearing of the centerline survey of U.S.
Highway 31-E By-Pass.

Reference for survey: Deed Book 223, Page 203, and Deed Book 223, Page 204, in
the office of the Clerk of the Barren County Court.


Barren River Plaza                     41
Barren County, Kentucky