<PAGE>

                                                                 EXHIBIT 10.22

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

                                                        MSDWMC Loan No. 01-09970

                         GOLDFISH (DE) LP, as mortgagor
                                   (Borrower)

                                       to

                       MORGAN STANLEY BANK, as mortgagee
                                   (Lender)

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

                                  MORTGAGE AND
                               SECURITY AGREEMENT

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


                      Dated:          November 28, 2001


                      Location:       Sawgrass, Florida

                      PREPARED BY AND UPON
                      RECORDATION RETURN TO:

                      Cadwalader, Wickersham & Taft
                      100 Maiden Lane
                      New York, New York 10038
                      Attention: Joseph Vidulich, Esq.

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

THIS MORTGAGE EVIDENCES A MULTI-STATE LOAN WHICH IS SECURED BY REAL PROPERTY
LOCATED OUTSIDE THE STATE OF FLORIDA AND REAL PROPERTY LOCATED IN BROWARD, PALM
BEACH, LEON AND SEMINOLE COUNTIES, FLORIDA. FLORIDA DOCUMENTARY STAMP TAX IN THE
AMOUNT OF $50,050.00 AND FLORIDA NON-RECURRING INTANGIBLE PERSONAL PROPERTY TAX
IN THE AMOUNT OF $12,428.00 ARE BEING PAID UPON RECORDING OF A COUNTERPART
ORIGINAL OF THIS MORTGAGE IN THE PUBLIC RECORDS OF _____________ COUNTY,
FLORIDA. ATTACHED HERETO AS EXHIBIT H IS A DESCRIPTION OF THE CALCULATION OF
LIABILITY FOR DOCUMENTARY STAMP TAX AND NON-RECURRING INTANGIBLE PERSONAL
PROPERTY TAX.
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                               TABLE OF CONTENTS

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                                   ARTICLE I
                              GRANTS OF SECURITY

Section 1.1         Property Mortgaged...............................................     1
Section 1.2         Assignment of Leases and Rents...................................     3
Section 1.3         Security Agreement...............................................     3
Section 1.4         Pledge of Monies Held............................................     4
Section 1.5         Conditions to Grant..............................................     4

                                  ARTICLE II

                          DEBT AND OBLIGATIONS SECURED

Section 2.1         Debt.............................................................     4
Section 2.2         Other Obligations................................................     4
Section 2.3         Debt and Other Obligations.......................................     5
Section 2.4         Payments.........................................................     5

                                  ARTICLE III

                               BORROWER COVENANTS

Section 3.1         Payment of Debt..................................................     5
Section 3.2         Incorporation by Reference.......................................     5
Section 3.3         Insurance........................................................     5
Section 3.4         Payment of Taxes, etc............................................     8
Section 3.5         Escrow Fund......................................................     9
Section 3.6         Condemnation.....................................................    10
Section 3.7         Restoration After Casualty/Condemnation..........................    10
Section 3.8         Leases and Rents.................................................    14
Section 3.9         Maintenance and Use of Property..................................    16
Section 3.10        Waste............................................................    16
Section 3.11        Compliance with Laws.............................................    16
Section 3.12        Books and Records................................................    17
Section 3.13        Payment for Labor and Materials..................................    19
Section 3.14        Performance of Other Agreements..................................    20
Section 3.15        Change of Name, Identity or Structure............................    20
Section 3.16        Existence........................................................    20
Section 3.17        Management.......................................................    20
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                                   ARTICLE IV

                                SPECIAL COVENANTS

Section 4.1         Property Use.....................................................    21
Section 4.2         Single Purpose Entity............................................    21

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

Section 5.1         Warranty of Title................................................    24
Section 5.2         Legal Status and Authority.......................................    24
Section 5.3         Validity of Documents............................................    24
Section 5.4         Litigation.......................................................    25
Section 5.5         Status of Property...............................................    25
Section 5.6         Representations Regarding Declarations...........................    26
Section 5.7         No Foreign Person................................................    27
Section 5.8         Separate Tax Lot.................................................    27
Section 5.9         Leases...........................................................    27
Section 5.10        Financial Condition..............................................    28
Section 5.11        Business Purposes................................................    28
Section 5.12        Taxes............................................................    28
Section 5.13        Mailing Address..................................................    28
Section 5.14        No Change in Facts or Circumstances..............................    28
Section 5.15        Disclosure.......................................................    28
Section 5.16        Third Party Representations......................................    28
Section 5.17        Illegal Activity.................................................    28
Section 5.18        Regulations T, U and X...........................................    29
Section 5.19        Non-Consolidation................................................    29

                                   ARTICLE VI

                            OBLIGATIONS AND RELIANCE

Section 6.1         Relationship of Borrower and Lender..............................    29
Section 6.2         No Reliance on Lender............................................    29
Section 6.3         No Lender Obligations............................................    29
Section 6.4         Reliance.........................................................    30

                                   ARTICLE VII

                               FURTHER ASSURANCES

Section 7.1         Recording of Security Instrument, etc............................    30
Section 7.2         Further Acts, etc................................................    30
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<S>                 <C>                                                                 <C>
Section 7.3         Changes in Tax, Debt Credit and Documentary Stamp Laws...........    31
Section 7.4         Estoppel Certificates............................................    31
Section 7.5         Flood Insurance..................................................    32
Section 7.6         Replacement Documents............................................    32

                                  ARTICLE VIII

                             DUE ON SALE/ENCUMBRANCE

Section 8.1         No Sale/Encumbrance..............................................    32
Section 8.2         Sale/Encumbrance Defined.........................................    33
Section 8.3         Lender's Rights..................................................    33
Section 8.4         Permitted Transfers..............................................    34

                                   ARTICLE IX

                                   PREPAYMENT

Section 9.1         Prepayment.......................................................    37

                                    ARTICLE X

                                     DEFAULT

Section 10.1        Events of Default................................................    37

                                   ARTICLE XI

                               RIGHTS AND REMEDIES

Section 11.1        Remedies.........................................................    39
Section 11.2        Application of Proceeds..........................................    41
Section 11.3        Right to Cure Defaults...........................................    42
Section 11.4        Actions and Proceedings..........................................    42
Section 11.5        Recovery of Sums Required to be Paid.............................    42
Section 11.6        Examination of Books and Records.................................    42
Section 11.7        Other Rights, etc................................................    43
Section 11.8        Right to Release Any Portion of the Property.....................    43
Section 11.9        Violation of Laws................................................    43
Section 11.10       Right of Entry...................................................    43
Section 11.11       Subrogation......................................................    43
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                                   ARTICLE XII

                              ENVIRONMENTAL MATTERS

Section 12.1        Environmental Representations and Warranties.....................    44
Section 12.2        Environmental Covenants..........................................    45
Section 12.3        Lender's Rights..................................................    45
Section 12.4        Operations and Maintenance Programs..............................    46

                                  ARTICLE XIII

                                INDEMNIFICATIONS

Section 13.1        General Indemnification..........................................    46
Section 13.2        Mortgage and/or Intangible Tax...................................    47
Section 13.3        Duty to Defend; Attorneys' Fees and Other Fees and Expenses......    47
Section 13.4        Environmental Indemnity..........................................    47

                                   ARTICLE XIV

                                     WAIVERS

Section 14.1        Waiver of Counterclaim...........................................    47
Section 14.2        Marshalling and Other Matters....................................    47
Section 14.3        Waiver of Notice.................................................    48
Section 14.4        Waiver of Statute of Limitations.................................    48
Section 14.5        Sole Discretion of Lender........................................    48
Section 14.6        WAIVER OF TRIAL BY JURY..........................................    48

                                   ARTICLE XV

                                   EXCULPATION

Section 15.1        Exculpation......................................................    48

                                   ARTICLE XVI

                                     NOTICES

Section 16.1        Notices..........................................................    48

                                  ARTICLE XVII

                                 APPLICABLE LAW

Section 17.1        Choice of Law....................................................    49
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Section 17.2        Provisions Subject to Applicable Law.............................    51

                                  ARTICLE XVIII

                                SECONDARY MARKET

Section 18.1        Transfer of Loan.................................................    51
Section 18.2        Cooperation......................................................    51

                                   ARTICLE XIX

                                      COSTS

Section 19.1        Performance at Borrower's Expense................................    52
Section 19.2        Legal Fees for Enforcement.......................................    52

                                   ARTICLE XX

                                   DEFINITIONS

Section 20.1        General Definitions..............................................    52
Section 20.2        Headings, etc....................................................    53

                                   ARTICLE XXI

                            MISCELLANEOUS PROVISIONS

Section 21.1        No Oral Change...................................................    53
Section 21.2        Liability........................................................    53
Section 21.3        Inapplicable Provisions..........................................    53
Section 21.4        Duplicate Originals; Counterparts................................    53
Section 21.5        Number and Gender................................................    53
Section 21.6        Cross Default....................................................    53

                                     PART II

                                  ARTICLE XXII

                           SPECIAL [STATE] PROVISIONS

Section 22.1        Principles of Construction.......................................    54
Section 22.2        [State]..........................................................    54
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<PAGE>
         THIS MORTGAGE AND SECURITY AGREEMENT (this "Security Instrument") is
made as of the __ day of November, 2001, by GOLDFISH (DE) LP, a Delaware
limited partnership, having its principal place of business at c/o W.P. Carey
& Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, as
mortgagor ("Borrower") to MORGAN STANLEY BANK, a Utah industrial loan company,
having an address at 2500 Lake Park Boulevard, West Valley City, Utah 84120, as
mortgagee ("Lender").

                                   RECITALS:

         Borrower by its promissory note of even date herewith given to Lender
is indebted to Lender in the principal sum TWENTY-NINE MILLION EIGHT HUNDRED
SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($29,875,000.00) (the "Loan Amount")
in lawful money of the United States of America (the note together with all
extensions, renewals, modifications, substitutions and amendments thereof shall
collectively be referred to as the "Note"), with interest from the date thereof
at the rates set forth in the Note, principal and interest to be payable in
accordance with the terms and conditions provided in the Note.

         Borrower desires to secure the payment of the Debt (as defined in
Article 2) and the performance of all of its obligations under the Note and the
Other Obligations (as defined in Article 2).

                                   ARTICLE I

                               GRANTS OF SECURITY

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

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

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

         (c)     Improvements. The buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter erected or located on the Land (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,
<PAGE>
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)     Fixtures and Personal Property. All machinery, equipment,
fixtures (including, but not limited to, all heating, air conditioning,
plumbing, lighting, communications and elevator fixtures) and other property of
every kind and nature whatsoever owned by Borrower, or in which Borrower has or
shall have an interest, now or hereafter located upon the Land and the
Improvements, or appurtenant thereto, and usable in connection with the present
or future operation and occupancy of the Land and the Improvements and all
building equipment, materials and supplies of any nature whatsoever owned by
Borrower, or in which Borrower has or shall have an interest, now or hereafter
located upon the Land and the Improvements, or appurtenant thereto, or usable
in connection with the present or future operation and occupancy of the Land
and the Improvements (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"), and all proceeds and products of
the above;

         (f)     Leases and Rents. All leases, subleases and other agreements
affecting the use, enjoyment or occupancy of the Land and/or the Improvements
heretofore or hereafter entered into and all extensions, amendments and
modifications thereto, whether before or after the filing by or against
Borrower of any petition for relief under 11 U.S.C. Section 101 et seq., as the
same may be amended from time to time (the "Bankruptcy Code") (the "Leases")
and all right, title and interest of Borrower, its successors and assigns
therein and thereunder, including, without limitation, any guaranties of the
lessees' obligations thereunder, 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 (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;

         (g)     Insurance Proceeds. All proceeds of and any unearned premiums
on 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;

         (h)     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

                                      -2-
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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;

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

         (j)     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;

         (k)     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;

         (l)     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 occurrence and during the continuance
of an Event of Default (defined below), to receive and collect any sums payable
to Borrower thereunder;

         (m)     Intangibles. All trade names, 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; and

         (n)     Other Rights. Any and all other rights of Borrower in and to
the items set forth in Subsections (a) through (m) above.

         Section 1.2  Assignment of Leases and Rents. Borrower hereby absolutely
and unconditionally assigns to Lender 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
this Section 1.2 and Section 3.8, Lender grants to Borrower a revocable license
to collect and receive the Rents. Borrower shall hold a portion of the Rents
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 mortgage 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
(defined in Section 2.3), a security interest in the Personal Property to the
full extent that the Personal Property may be subject to the Uniform Commercial
Code.

                                      -3-
<PAGE>
         Section 1.4  Pledge of Monies Held. Borrower hereby pledges to Lender
any and all monies now or hereafter held by Lender, including, without
limitation, any sums deposited in the Escrow Fund (as defined in Section 3.5),
Net Proceeds (as defined in Section 3.7) and condemnation awards or payments
described in Section 3.6, as additional security for the Obligations until
expended or applied as provided in this Security Instrument.

         Section 1.5  Conditions to Grant. TO HAVE AND TO HOLD the above granted
and described Property unto and to the use and benefit of Lender, and the
successors and assigns of Lender, 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 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,
these presents and the estate hereby granted shall cease, terminate and be void.

                                  ARTICLE II

                          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
payment of the following, in such order of priority as Lender may determine in
its sole discretion (the "Debt"):

         (a)     the indebtedness evidenced by the Note in lawful money of the
United States of America;

         (b)     interest, default interest, late charges and other sums, as
provided in the Note, this Security Instrument or the Other Security Documents
(defined below);

         (c)     the Default Consideration (as defined in the Note), if any;

         (d)     all other moneys agreed or provided to be paid by Borrower in
the Note, this Security Instrument or the Other Security Documents;

         (e)     all sums advanced pursuant to this Security Instrument to
protect and preserve the Property and the lien and the security interest
created hereby; and

         (f)     all sums advanced and costs and expenses incurred by Lender in
connection with the Debt or any part thereof, any renewal, extension, or change
of or substitution for the Debt or any part thereof, or the acquisition or
perfection of the security therefor, whether made or incurred at the request of
Borrower or Lender.

         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 performance of the following (the "Other Obligations"):

         (a)     all other obligations of Borrower contained herein;

                                      -4-
<PAGE>
         (b)     each obligation of Borrower contained in the Note and in the
Other Security Documents; and

         (c)     each obligation of Borrower contained in any renewal,
extension, amendment, modification, consolidation, change of, or substitution
or replacement for, all or any part of the Note, this Security Instrument or
the Other Security Documents.

         Section 2.3  Debt and Other Obligations. Borrower's obligations for the
payment of the Debt and the performance of the Other Obligations shall be
referred to collectively below as the "Obligations."

         Section 2.4  Payments. Unless payments are made in the required amount
in immediately available funds at the place where the Note is payable,
remittances in payment of all or any part of the Debt shall not, regardless of
any receipt or credit issued therefor, constitute payment until the required
amount is actually received by Lender in funds immediately available at the
place where the Note is payable (or any other place as Lender, in Lender's sole
discretion, may have established by delivery of written notice thereof to
Borrower) and shall be made and accepted subject to the condition that any
check or draft may be handled for collection in accordance with the practice of
the collecting bank or banks. Acceptance by Lender of any payment in an amount
less than the amount then due shall be deemed an acceptance on account only,
and the failure to pay the entire amount then due shall be and continue to be
an Event of Default.

                                  ARTICLE III

                               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 Note and in this Security Instrument.

         Section 3.2  Incorporation by Reference. All the covenants, conditions
and agreements contained in (a) the Note and (b) all and any of the documents
other than the Note or this Security Instrument now or hereafter executed by
Borrower and/or others and by or in favor of Lender, which wholly or partially
secure or guaranty payment of the Note (the "Other Security Documents"), are
hereby made a part of this Security Instrument to the same extent and with the
same force as if fully set forth herein.

         Section 3.3  Insurance.

         (a)     Borrower shall obtain and maintain, or cause to be maintained,
insurance for Borrower and the Property providing at least the following
coverages:

         (i)     Property Insurance. Insurance with respect to the Improvements
    and building equipment insuring against any peril now or hereafter included
    within the classification "All Risks of Physical Loss" in amounts at all
    times sufficient to prevent

                                      -5-
<PAGE>
    Lender from becoming a co-insurer within the terms of the applicable
    policies and under applicable law, but in any event such insurance shall be
    maintained in an amount which, after application of deductible, shall be
    equal to the full insurable value of the Improvements and building
    equipment, the term "full insurable value" to mean the actual replacement
    cost of the Improvements and building equipment (without taking into
    account any depreciation, and exclusive of excavations, footings and
    foundations, landscaping and paving) determined annually by an insurer, a
    recognized independent insurance broker or an independent appraiser
    selected and paid by Borrower and in no event less than the coverage
    required pursuant to the terms of any Lease;

         (ii)    Liability Insurance. Comprehensive general liability
    insurance, including bodily injury, death and property damage
    liability, insurance against any and all claims, including all legal
    liability to the extent insurable and imposed upon Lender and all court
    costs and attorneys' fees and expenses, arising out of or connected with
    the possession, use, leasing, operation, maintenance or condition of the
    Property in such amounts as are generally available at commercially
    reasonable premiums and are generally required by institutional lenders for
    properties comparable to the Property but in any event for a combined
    single limit of at least $5,000,000;

         (iii)   Workers' Compensation Insurance. Statutory workers'
    compensation insurance with respect to any work on or about the Property;

         (iv)    Business Interruption Insurance. Business interruption and/or
    loss of "rental income" insurance in an amount sufficient to avoid any
    co-insurance penalty and to provide proceeds which will cover a period of
    not less than twenty-four (24) months, from the date of casualty or loss,
    the term "rental income" to mean the sum of (A) the total then
    ascertainable Rents payable under the Leases and (B) the total
    ascertainable amount of all other amounts to be received by Borrower from
    third parties which are the legal obligation of the tenants, reduced to the
    extent such amounts would not be received because of operating expenses not
    incurred during a period of non-occupancy of that portion of the Property
    then not being occupied;

         (v)     Boiler and Machinery Insurance. Broad form boiler and machinery
    insurance (without exclusion for explosion) covering all boilers or
    other pressure vessels, machinery, and equipment located in, on or about
    the Property and insurance against loss of occupancy or use arising from
    any breakdown in such amounts as are generally required by institutional
    lenders for properties comparable to the Property;

         (vi)    Flood Insurance. If required by Subsection 5.5(j) hereof, flood
    insurance in an amount at least equal to the lesser of (A) the principal
    balance of the Note, or (B) the maximum limit of coverage available for the
    Property under the National Flood Insurance Act of 1968, The Flood Disaster
    Protection Act of 1973 or the National Flood Insurance Reform Act of 1994,
    as each may be amended;

         (vii)   Builder's Risk Insurance. At all times during which structural
    construction, repairs or alterations are being made with respect to the
    Improvements (A) owner's contingent or protective liability insurance
    covering claims not covered by or

                                      -6-
<PAGE>
    under the terms or provisions of the above mentioned commercial general
    liability insurance policy; and (B) the insurance provided for in
    Subsection 3.3(a)(i) written in a so-called builder's risk completed value
    form (1) on a non-reporting basis, (2) against all risks insured against
    pursuant to Subsection 3.3(a)(i), (3) including permission to occupy the
    Property, and (4) with an agreed amount endorsement waiving co-insurance
    provisions; and

         (viii)  Other Insurance. Such other insurance with respect to the
    Property against loss or damage of the kinds from time to time
    customarily insured against and in such amounts as are required by
    institutional lenders for properties comparable to the Property.

         (b)     All insurance provided for in Subsection 3.3(a) hereof shall be
obtained under valid and enforceable policies (the "Policies" or in the
singular, the "Policy"), and shall be issued by one or more domestic primary
insurer(s) having (i) a general policy rating of A or better and a financial
class of VI or better by A.M. Best Company, Inc. (or if a rating of A.M. Best
Company, Inc. is no longer available, a similar rating from a similar or
successor service) and (ii) a claims paying ability rating by a credit rating
agency approved by Lender (a "Rating Agency") of not less than AA by Standard &
Poor's Corp. or such comparable rating by such other Rating Agency. All
insurers providing insurance required by this Security Instrument shall be
authorized to issue insurance in the state in which the Property is located.
The Policy referred to in Subsection 3.3(a)(ii) above shall name Lender as an
additional named insured and the Policies referred to in Subsection 3.3(a)(i),
(iv), (v), (vi) and (vii), and as applicable (viii), above shall provide that
all proceeds be payable to Lender as set forth in Section 3.7 hereof. The
Policies referred to in Subsections 3.3(a)(i), (v), (vi) and (vii) shall also
contain: (i) a standard "non-contributory mortgagee" endorsement or its
equivalent relating, inter alia, to recovery by Lender notwithstanding the
negligent or willful acts or omission of Lender; (ii) to the extent available
at commercially reasonable rates, a waiver of subrogation endorsement as to
Lender; and (iii) an endorsement providing for a deductible per loss of an
amount not more than that which is customarily maintained by prudent owners of
similar properties in the general vicinity of the Property, but in no event in
excess of $25,000. The Policy referred to in Subsection 3.3(a)(i) above shall
provide coverage for contingent liability from Operation of Building Laws,
Demolition Costs and Increased Cost of Construction Endorsements together with
an "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the
Improvements or the use of the Property shall at any time constitute legal
non-conforming structures or uses. All Policies shall contain (i) a provision
that such Policies shall not be cancelled or terminated, nor shall they expire,
without at least thirty (30) days' prior written notice to Lender in each
instance; and (ii) include effective waivers by the insurer of all claims for
Insurance Premiums (defined below) against any loss payees, additional insureds
and named insureds (other than Borrower). Certificates of insurance with
respect to all renewal and replacement Policies shall be delivered to Lender
not less than twenty (20) days prior to the expiration date of any of the
Policies required to be maintained hereunder, which certificates shall bear
notations evidencing payment of applicable premiums (the "Insurance Premiums").
Originals or certificates of such replacement Policies shall be delivered to
Lender promptly after Borrower's receipt thereof but in any case within thirty
(30) days after the effective date thereof. If Borrower fails to maintain and
deliver to Lender the original Policies or certificates of insurance required
by this Security Instrument, upon ten (10) days' prior notice to Borrower,
Lender may procure such insurance at Borrower's sole cost and expense.
Notwithstanding the foregoing, so long as (i) the lease

                                      -7-
<PAGE>
between Borrower, as landlord, and PETsMART, Inc., a Delaware corporation
("PETsMART"), as the sole tenant at the Property, dated November __, 2001, as
such may be amended with Lender's consent except as otherwise specifically
permitted pursuant to Section 3.8 hereof, (collectively, the "PETsMART Lease")
or a replacement "triple net" lease for the entire Property acceptable to
Lender in its sole discretion (an "Acceptable Replacement Lease") with another
single-user tenant acceptable to Lender in its sole discretion (an "Acceptable
Replacement Tenant") remains in full force and effect with PETsMART or its
assignee as the tenant thereunder or an Acceptable Replacement Tenant, (ii)
PETsMART or an Acceptable Replacement Tenant is not in default under the
PETsMART Lease or an Acceptable Replacement Lease, as applicable, beyond any
applicable notice and cure periods set forth in the PETsMART Lease, and (iii)
Borrower provides Lender with original Policies or certificates of insurance
evidencing that PETsMART or an Acceptable Replacement Tenant is carrying all
insurance required under the PETsMART Lease, then the requirements of Section
3.3(a) and (b) shall be deemed satisfied.

         (c)     Borrower shall comply with all insurance requirements and shall
not bring or keep or permit to be brought or kept any article upon any of the
Property or cause or permit any condition to exist thereon which would be
prohibited by an insurance requirement, or would invalidate the insurance
coverage required hereunder to be maintained by Borrower on or with respect to
any part of the Property pursuant to this Section 3.3.

         Section 3.4  Payment of Taxes, etc.

         (a)     Borrower shall pay or cause to be paid all taxes, assessments,
water rates, sewer rents, governmental impositions, and other charges,
including without limitation vault charges and license fees for the use of
vaults, chutes and similar areas adjoining the Land, now or hereafter levied or
assessed or imposed against the Property or any part thereof (the "Taxes"), all
ground rents, maintenance charges and similar charges, now or hereafter levied
or assessed or imposed against the Property or any part thereof (the "Other
Charges"), and all charges for utility services provided to the Property prior
to the date on which interest or delinquency charges begins to accrue thereon
or any non-payment thereof would result in the application of any penalties,
provided however that taxes may be paid in installments to the extent permitted
by the taxing authority. Borrower will deliver to Lender, promptly upon
Lender's request, evidence satisfactory to Lender that the Taxes, Other Charges
and utility service charges have been so paid or are not then delinquent.
Borrower shall not suffer and shall promptly cause to be paid and discharged
any lien or charge whatsoever which may be or become a lien or charge against
the Property. Except to the extent sums sufficient to pay all Taxes and Other
Charges have been deposited with Lender in accordance with the terms of this
Security Instrument, Borrower shall furnish to Lender paid receipts for the
payment of the Taxes and Other Charges prior to the date the same shall become
delinquent.

         (b)     After prior written notice to Lender, Borrower or, if the
PETsMART Lease or an Acceptable Replacement Lease is in full force and effect,
PETsMART or an Acceptable Replacement Tenant, as applicable, 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 Taxes, provided that (i) no Event
of Default has occurred and is continuing under the Note, this Security
Instrument or any

                                      -8-
<PAGE>
of the Other Security 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 Taxes from Borrower and from the Property or Borrower shall have paid all
of the Taxes 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, cancelled or lost, and (vi) Borrower shall
have deposited with Lender adequate reserves, a bond, or other reasonable
security for the payment of the Taxes, together with all interest and penalties
thereon, unless Borrower has paid all of the Taxes under protest, or Borrower
or PETsMART or an Acceptable Replacement Tenant 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 Taxes, together with
all interest and penalties thereon, taking into consideration the amount in the
Escrow Fund available for payment of Taxes.

         Section 3.5  Escrow Fund. In addition to the initial deposits with
respect to Taxes and Insurance Premiums made by Borrower to Lender on the date
hereof to be held by Lender in escrow, Borrower shall pay to Lender on the
first day of each calendar month (a) one-twelfth of an amount which would be
sufficient to pay the Taxes payable, or estimated by Lender to be payable,
during the next ensuing twelve (12) months and (b) one-twelfth of an amount
which would be sufficient to pay the Insurance Premiums due for the renewal of
the coverage afforded by the Policies upon the expiration thereof (the amounts
in (a) and (b) above shall be called the "Escrow Fund"). Borrower agrees to
notify Lender immediately of any changes to the amounts, schedules and
instructions for payment of any Taxes and Insurance Premiums of which it has or
obtains knowledge and authorizes Lender or its agent to obtain the bills for
Taxes directly from the appropriate taxing authority. The Escrow Fund and the
payments of interest or principal or both, payable pursuant to the Note shall
be added together and shall be paid as an aggregate sum by Borrower to Lender.
Provided there are sufficient amounts in the Escrow Fund and no Event of
Default exists, Lender shall be obligated to pay the Taxes and Insurance
Premiums as they become due on their respective due dates on behalf of Borrower
by applying the Escrow Fund to the payments of such Taxes and Insurance
Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4
hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes
and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall,
in its discretion, return any excess to Borrower or credit such excess against
future payments to be made to the Escrow Fund. In allocating such excess,
Lender may deal with the person shown on the records of Lender to be the owner
of the Property. If the Escrow Fund is not sufficient to pay the items set
forth in (a) and (b) above, Borrower shall promptly pay to Lender, upon demand,
an amount which Lender shall reasonably estimate as sufficient to make up the
deficiency. The Escrow Fund shall not constitute a trust fund and may be
commingled with other monies held by Lender. Unless otherwise required by
Applicable Laws (defined in Section 3.11), no earnings or interest on the
Escrow Fund shall be payable to Borrower. Notwithstanding the foregoing, so
long as (i) no Event of Default has occurred and is continuing, (ii) PETsMART
or an Acceptable Replacement Tenant is not in default under the terms of the
PETsMART Lease or an Acceptable Replacement Lease beyond any applicable notice
and cure periods set forth therein, and (iii) PETsMART or an Acceptable
Replacement Tenant is paying the Taxes pursuant to the terms of Section 3.4
hereof and Insurance Premiums in accordance with the terms of the last sentence
of Section 3.3(b) hereof, directly pursuant to the

                                      -9-
<PAGE>
terms hereof, and such Taxes are current, then Borrower shall not be required
to make monthly payments into the Escrow Fund.

         Section 3.6  Condemnation. Borrower shall promptly give Lender notice
of the actual or threatened commencement of any condemnation or eminent domain
proceeding and shall deliver to Lender copies of any and all papers served in
connection with such proceedings. Notwithstanding any taking by any public or
quasi-public authority through eminent domain or otherwise (including but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking), Borrower shall continue to pay the Debt at the time and in the
manner provided for its payment in the Note and in this Security Instrument and
the Debt shall not be reduced until any award or payment therefor shall have
been actually received and applied by Lender, after the deduction of expenses
of collection, to the reduction or discharge of the Debt. Borrower shall cause
the award or payment made in any condemnation or eminent domain proceeding,
which is payable to Borrower, to be paid directly to Lender. Lender shall not
be limited to the interest paid on the award by the condemning authority but
shall be entitled to receive out of the award interest at the rate or rates
provided herein or in the Note. Lender may apply any award or payment to the
reduction or discharge of the Debt whether or not then due and payable. If the
Property is sold, through foreclosure or otherwise, prior to the receipt by
Lender of the award or payment, Lender shall have the right, whether or not a
deficiency judgment on the Note (to the extent permitted in the Note or herein)
shall have been sought, recovered or denied, to receive the award or payment,
or a portion thereof sufficient to pay the Debt.

         Section 3.7  Restoration After Casualty/Condemnation. In the event of a
casualty or a taking by eminent domain, the following provisions shall apply in
connection with the Restoration (defined below) of the Property:

         (a)     If the Property shall be damaged or destroyed, in whole or in
part, by fire or other casualty, or if the Property or any portion thereof is
taken by the power of eminent domain Borrower shall give prompt notice of such
damage or taking to Lender and, subject to the terms of Paragraph 18 of the
PETsMART Lease, shall promptly commence or cause to be commenced and diligently
prosecute or cause to be prosecuted the completion of the repair and
restoration of the Property as nearly as possible to the condition the Property
was in immediately prior to such fire or other casualty or taking, with such
alterations as may be approved by Lender (the "Restoration"). Use of the Net
Proceeds to pay down the Debt as may be required by Lender herein will not
cause Borrower to incur either a premium or penalty.

         (b)     The term "Net Proceeds" for purposes of this Section 3.7 shall
mean: (i) the net amount of all insurance proceeds under the Policies carried
pursuant to Subsections 3.3(a)(i), (iv), (v), (vi), (vii) and (viii) of this
Security Instrument as a result of such damage or destruction, after deduction
of Lender's reasonable costs and expenses (including, but not limited to
reasonable counsel fees), if any, in collecting the same, or (ii) the net
amount of all awards and payments received by Lender with respect to a taking
referenced in Section 3.6 of this Security Instrument, after deduction of
Lender's reasonable costs and expenses (including, but not limited to
reasonable counsel fees), if any, in collecting the same, whichever the case
may be. If (i) the Net Proceeds do not exceed $250,000 (the "Net Proceeds
Availability Threshold"); (ii) the costs of completing the Restoration as
reasonably estimated by Borrower shall be less than or equal to

                                      -10-
<PAGE>
the Net Proceeds; (iii) no Event of Default shall have occurred and be
continuing under the Note, this Security Instrument or any of the Other
Security Documents; (iv) the Property and the use thereof after the Restoration
will be in compliance with, and permitted under, all applicable zoning laws,
ordinances, rules and regulations (including, without limitation, all
applicable Environmental Laws (defined in Section 12.1)); (v) (A) in the event
that the Net Proceeds are insurance proceeds, less than twenty-five percent
(25%) of the total floor area of the Improvements has been damaged or
destroyed, or rendered unusable as a result of such fire or other casualty; or
(B) in the event that the Net Proceeds are condemnation awards, less than 25%
of the Land constituting the Property is taken, such Land that is taken is
located along the perimeter or periphery of the Property, no portion of the
Improvements is located in such Lands, and such taking does not materially
impair access to the Property; and (vi) Lender shall be satisfied that any
operating deficits, including all scheduled payments of principal and interest
under the Note which will be incurred with respect to the Property as a result
of the occurrence of any such fire or other casualty or taking, whichever the
case may be, will be covered out of (1) the Net Proceeds, or (2) other funds of
Borrower, then the Net Proceeds will be disbursed directly to Borrower.
Notwithstanding anything to the contrary contained in this Section 3.7(b), so
long as (i) the PETsMART Lease remains in full force and effect and (ii)
PETsMART is not in default under the PETsMART Lease beyond any applicable
notice and cure periods set forth in the PETsMART Lease, then subsections (iv)
and (v) of Section 3.7(b) shall be deemed not applicable.

         (c)     If the Net Proceeds are greater than the Net Proceeds
Availability Threshold or Borrower is not otherwise entitled to have the Net
Proceeds disbursed directly to Borrower pursuant to Subsection 3.7(b), such Net
Proceeds shall be forthwith paid to Lender to be held by Lender in a segregated
account to be made available to Borrower for the Restoration in accordance with
the provisions of this Subsection 3.7(c).

         The Net Proceeds held by Lender pursuant to this Subsection 3.7(c)
shall be made available to Borrower on a monthly basis for payment or
reimbursement of Borrower's expenses in connection with the Restoration,
subject to the following conditions:

         (i)     no Event of Default shall have occurred and be continuing under
    the Note, this Security Instrument or any of the Other Security Documents;

         (ii)    Lender shall, within a reasonable period of time prior to
    request for initial disbursement, be furnished with an estimate of the
    cost of the Restoration accompanied by an independent architect's
    certification as to such costs and appropriate plans and specifications for
    the Restoration, such plans and specifications and cost estimates to be
    subject to Lender's approval, not to be unreasonably withheld or delayed;

         (iii)   the Net Proceeds, together with any cash or cash equivalent
    deposited by Borrower with Lender, are sufficient to cover the cost of
    the Restoration as such costs are certified by the independent architect;

         (iv)    Net Proceeds are less than the then outstanding principal
    balance of the Note;

                                      -11-
<PAGE>
         (v)     (A) in the event that the Net Proceeds are insurance proceeds,
    less than twenty-five percent (25%) of the total floor area of the
    Improvements has been damaged or destroyed, or rendered unusable as a
    result of such fire or other casualty; or (B) in the event that the Net
    Proceeds are condemnation awards, less than 25% of the Land constituting
    the Property is taken, such Land that is taken is located along the
    perimeter or periphery of the Property, no portion of the Improvements is
    located in such Lands and such taking does not materially impair access to
    the Property, provided, however, that the terms of this Section 3.7(c)(v)
    shall not apply so long as PETsMART is obligated to perform the Restoration
    pursuant to the terms of the PETsMART Lease;

         (vi)    Lender shall be satisfied that any operating deficits,
    including all scheduled payments of principal and interest under the
    Note which will be incurred with respect to the Property as a result of the
    occurrence of any such fire or other casualty or taking, whichever the case
    may be, will be covered out of (1) the Net Proceeds, or (2) other funds of
    Borrower;

         (vii)   Lender shall be satisfied that, upon the completion of the
    Restoration, the net cash flow of the Property will be restored to a
    level sufficient to cover all carrying costs and operating expenses of the
    Property, including, without limitation, debt service on the Note and all
    required replacement reserves, reserves for tenant improvements and leasing
    commissions;

         (viii)  the Restoration can reasonably be completed on or before the
    earliest to occur of (A) six (6) months prior to the Maturity Date (as
    defined in the Note), (B) the earliest date required for such completion
    under the terms of any Major Leases (defined below) and (C) such time as
    may be required under applicable zoning law, ordinance, rule or regulation
    in order to repair and restore the Property to as nearly as possible the
    condition it was in immediately prior to such fire or other casualty or to
    such taking, as applicable;

         (ix)    the Property and the use thereof after the Restoration will be
    in compliance with, and permitted under, all applicable zoning laws,
    ordinances, rules and regulations (including, without limitation, all
    applicable Environmental Laws (defined in Section 12.1); and

         (x)     each Major Lease (defined in Section 3.8) in effect as of the
    date of the occurrence of such fire or other casualty shall remain in
    full force and effect during and after the completion of the Restoration
    without abatement of rent beyond the time required for Restoration.

         (d)     The Net Proceeds held by Lender until disbursed in accordance
with the provisions of this Section 3.7 shall constitute additional security
for the Obligations. The Net Proceeds other than the Net Proceeds paid under
the Policy described in Subsection 3.3(a)(iv) shall be disbursed by Lender to,
or as directed by, Borrower, in an amount equal to the costs actually incurred
from time to time for work in place as part of the Restoration less customary
retainage from time to time during the course of the Restoration, not more
frequently than once per month, upon receipt of evidence satisfactory to Lender
that (A) all materials installed and

                                      -12-
<PAGE>
work and labor performed (except to the extent that they are to be paid for out
of the requested disbursement) in connection with the Restoration have been
paid for in full, and (B) there exist no notices of pendency, stop orders,
mechanic's or materialman's liens or notices of intention to file same, or any
other liens or encumbrances of any nature whatsoever on the Property arising
out of the Restoration which have not either been fully bonded and discharged
of record or in the alternative fully insured to the satisfaction of Lender by
the title company insuring the lien of this Security Instrument. The Net
Proceeds paid under the Policy described in Subsection 3.3(a)(iv) shall be
disbursed by Lender to pay for debt service under the loan evidenced by the
Note, to pay other expenses incurred by Borrower in connection with the
ownership and operation of the Property, and the remainder thereof, to, or as
directed by, Borrower to pay for the cost of the Restoration in accordance with
this Section 3.7(d). Final payment shall be made after submission to Lender of
all licenses, permits, certificates of occupancy and other required approvals
of governmental authorization having jurisdiction and Casualty Consultant's (as
defined below) certification that the Restoration has been fully completed.

         (e)     Subject to the rights of PETsMART under the PETsMART Lease so
long as the PETsMART Lease remains in full force and effect, Lender shall have
the use of the plans and specifications and all permits, licenses and approvals
required or obtained in connection with the Restoration. The identity of the
contractors, subcontractors and materialmen engaged in the Restoration, as well
as the contracts under which they have been engaged, shall be subject to prior
review and acceptance by Lender and an independent consulting engineer selected
by Lender (the "Casualty Consultant"), such acceptance not to be unreasonably
withheld or delayed. All costs and expenses incurred by Lender in connection
with making the Net Proceeds available for the Restoration including, without
limitation, reasonable counsel fees and disbursements and the Casualty
Consultant's fees, shall be paid by Borrower.

         (f)     If at any time the Net Proceeds or the undisbursed balance
thereof shall not, in the reasonable opinion of Lender, be sufficient to pay in
full the balance of the costs which are reasonably estimated by the Casualty
Consultant to be incurred in connection with the completion of the Restoration,
Borrower shall deposit or cause to be deposited the deficiency (the "Net
Proceeds Deficiency") with Lender before any further disbursement of the Net
Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall
be held by Lender and shall be disbursed for costs actually incurred in
connection with the Restoration on the same conditions applicable to the
disbursement of the Net Proceeds, and until so disbursed pursuant to this
Section 3.7 shall constitute additional security for the Obligations.

         (g)     Except upon the occurrence and continuance of an Event of
Default, Borrower shall settle any insurance claims with respect to the Net
Proceeds which in the aggregate are less than the Net Proceeds Availability
Threshold. Lender shall have the right to participate in and reasonably approve
any settlement for insurance claims with respect to the Net Proceeds which in
the aggregate are greater than the Net Proceeds Availability Threshold. If an
Event of Default shall have occurred and be continuing, Borrower hereby
irrevocably empowers Lender, in the name of Borrower as its true and lawful
attorney-in-fact, to file and prosecute such claim and to collect and to make
receipt for any such payment. If the Net Proceeds are received by Borrower,
such Net Proceeds shall, until the completion of the related work, be held in
trust for Lender and shall be segregated from other funds of Borrower to be
used to pay for the cost of the Restoration in accordance with the terms hereof.

                                      -13-
<PAGE>
         (h)     The excess, if any, of the Net Proceeds and the remaining
balance, if any, of the Net Proceeds Deficiency deposited with Lender after (i)
the Casualty Consultant certifies to Lender that the Restoration has been
completed in accordance with the provisions of this Section 3.7, and (ii) the
receipt by Lender of evidence satisfactory to Lender that all costs incurred in
connection with the Restoration have been paid in full and all required
permits, licenses, certificates of occupancy and other required approvals of
governmental authorities having jurisdiction have been issued, shall be
remitted by Lender to Borrower, provided no Event of Default shall have
occurred and shall be continuing under the Note, this Security Instrument or
any of the Other Security Documents.

         (i)     All Net Proceeds not required (i) to be made available for the
Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant
to Subsection 3.7(h) shall be retained and applied by Lender toward the payment
of the Debt without penalty or prepayment premium whether or not then due and
payable in such order, priority and proportions as Lender in its discretion
shall deem proper or, at the discretion of Lender, the same shall be paid,
either in whole or in part, to Borrower. If Lender shall receive and retain Net
Proceeds, the lien of this Security Instrument shall be reduced only by the
amount received and retained by Lender and actually applied by Lender in
reduction of the Debt.

         Section 3.8  Leases and Rents.

         (a)     Borrower may enter into a proposed Lease (including the renewal
or extension of an existing Lease (a "Renewal Lease")) without the prior
written consent of Lender, provided such proposed Lease or Renewal Lease (i)
provides for rental rates and terms comparable to existing local market rates
and terms (taking into account the type and quality of the tenant) as of the
date such Lease is executed by Borrower (unless, in the case of a Renewal
Lease, the rent payable during such renewal, or a formula or other method to
compute such rent, is provided for in the original Lease), (ii) is an
arms-length transaction with a bona fide, independent third party tenant, (iii)
does not have a materially adverse effect on the value of the Property taken as
a whole, (iv) is subject and subordinate to the Security Instrument and the
lessee thereunder agrees to attorn to Lender, and (v) is written on the
standard form of lease approved by Lender. All proposed Leases which do not
satisfy the requirements set forth in this Subsection 3.8(a) shall be subject
to the prior approval of Lender and its counsel, at Borrower's expense.
Borrower shall promptly deliver to Lender copies of all Leases which are
entered into pursuant to this Subsection together with Borrower's certification
that it has satisfied all of the conditions of this Subsection.

         (b)     Borrower (i) shall observe and perform all the obligations
imposed upon the lessor under the Leases and shall not do or permit to be done
anything to impair the value of any of the Leases as security for the Debt;
(ii) upon request, shall promptly send copies to Lender of all notices of
default which Borrower shall send or receive thereunder; (iii) shall enforce
all of the material terms, covenants and conditions contained in the Leases
upon the part of the tenant thereunder to be observed or performed, (iv) shall
not collect any of the Rents more than one (1) month in advance (except
security deposits shall not be deemed Rents collected in advance); (v) shall
not execute any other assignment of the lessor's interest in any of the Leases
or the Rents; and (vi) shall not consent to any assignment of or subletting
under any Leases not in accordance with their terms, without the prior written
consent of Lender.

                                      -14-
<PAGE>
         (c)     Borrower may, without the consent of Lender, amend, modify or
waive the provisions of any Lease or terminate, reduce rents under, accept a
surrender of space under, or shorten the term of, any Lease (including any
guaranty, letter of credit or other credit support with respect thereto)
provided that such action (taking into account, in the case of a termination,
reduction in rent, surrender of space or shortening of term, the planned
alternative use of the affected space) does not have a materially adverse
effect on the value of the Property taken as a whole, and provided that such
Lease, as amended, modified or waived, is otherwise in compliance with the
requirements of this Security Instrument and any subordinate agreement binding
upon Lender with respect to such Lease. A termination of a Lease with a tenant
who is in default beyond applicable notice and grace periods shall not be
considered an action which has a materially adverse effect on the value of the
Property taken as a whole. Any amendment, modification, waiver, termination,
rent reduction, space surrender or term shortening which does not satisfy the
requirements set forth in this Subsection shall be subject to the prior
approval of Lender and its counsel, which approval shall not be unreasonably
withheld or delayed, at Borrower's expense. Borrower shall promptly deliver to
Lender copies of amendments, modifications and waivers which are entered into
pursuant to this Subsection together with Borrower's certification that it has
satisfied all of the conditions of this Subsection.

         (d)     Notwithstanding anything contained herein to the contrary,
Borrower shall not, without the prior written consent of Lender, enter into,
renew, extend, amend, modify, waive any provisions of, terminate, reduce rents
under, accept a surrender of space under, or shorten the term of, any Major
Lease. The term "Major Lease" shall mean any Lease between Borrower as landlord
and a third party as tenant demising in the aggregate more than the lesser of
(i) 15,000 rentable square feet or (ii) fifteen percent (15%) of the total
rentable square feet at the Property.

         (e)     Provided no Event of Default has occurred and is continuing,
Borrower shall have the right, upon notice to, but without the consent of,
Lender, to accept or reject any offer by PETsMART to terminate the PETsMART
Lease with respect to the Property in connection with a casualty or
condemnation to the Property pursuant to and in accordance with the terms and
provisions of Paragraph 17 of the PETsMART Lease so long as the amount payable
by PETsMART to Borrower pursuant to the PETsMART Lease in connection with such
termination and/or the amount of insurance proceeds or condemnation award, as
applicable, which Borrower is entitled to retain pursuant to the PETsMART Lease
in connection therewith is not less than (i) the Allocated Loan Amount (as
defined in the Note) for the Property, in the event Borrower is prepaying a
portion of the Debt in connection with such casualty or condemnation pursuant
to Article VI of the Note or (ii) an amount sufficient to purchase the Partial
Defeasance Collateral (as defined in the Note) for the Property, in the event
Borrower is defeasing a portion of the Debt in connection with such casualty or
condemnation pursuant to Article VI of the Note, and provided, further, that
such prepayment or defeasance is made in accordance with the terms of the Note,
this Security Instrument and the Other Security Documents.

         (f)     Borrower hereby covenants and agrees that (A) prior to the
Release Date (as defined in the Note) Borrower shall not, without the prior
written consent of Lender, (i) require Tenant to repurchase the Property and
pay to Borrower the Termination Amount (as defined in the PETsMART Lease)
pursuant to Paragraph 36(b) or 36(c) of the PETsMART Lease or (ii) declare the
entire Basic Rent (as defined in the PETsMART Lease) to be

                                      -15-
<PAGE>
immediately due and payable pursuant to Paragraph 23(b) of the PETsMART Lease
and (B) that in the event Borrower elects to exercise either such right
described in clause "A" above from and after the Release Date, Borrower shall
upon receipt of such payment simultaneously defease the portion of the Loan
allocable to the Property or the entire Loan, as applicable, pursuant to and in
accordance with the terms and provisions of Article VI of the Note. Any breach
by Borrower of the foregoing covenant and agreement shall constitute an Event
of Default.

         Section 3.9  Maintenance and Use of Property. Borrower shall cause the
Property to be maintained in a good and safe condition and repair. The
Improvements and the Personal Property shall not be removed, demolished or
materially altered (except for normal replacement of the Personal Property or
as permitted in the PETsMART Lease) without the consent of Lender. Except as
provided in Section 3.8(f) hereof, Borrower shall promptly repair, replace or
rebuild or cause to be repaired, replaced or rebuilt, any part of the Property
which may be destroyed by any casualty, or become damaged, worn or dilapidated
or which may be affected by any proceeding of the character referred to in
Section 3.6 hereof and shall complete and pay for any structure at any time in
the process of construction or repair on the Land. Borrower shall not initiate,
join in, acquiesce in, or consent to any change in any private restrictive
covenant, zoning law or other public or private restriction, limiting or
defining the uses which may be made of the Property or any part thereof,
provided, that Borrower shall be permitted to enter into easement agreements or
grant rights of way so long as such agreements or grants do not reduce the
value of the Property or impair its use, and so long as Borrower has delivered
to Lender a title endorsement satisfactory to Lender with respect to such
agreements and/or rights of way. If under applicable zoning provisions the use
of all or any portion of the Property is or shall become a nonconforming use,
Borrower will not cause or permit the nonconforming use to be discontinued or
the nonconforming Improvement to be abandoned without the express written
consent of Lender.

         Section 3.10 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 give
cause for cancellation of any Policy, or do or permit to be done thereon
anything that may in any way 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 3.11 Compliance with Laws.

         (a)     Borrower shall promptly comply or cause compliance with all
existing and future federal, state and local laws, orders, ordinances,
governmental rules and regulations or court orders affecting the Property, or
the use thereof ("Applicable Laws").

         (b)     Borrower shall from time to time, upon Lender's request,
provide Lender with evidence reasonably satisfactory to Lender that the
Property complies with all Applicable Laws or is exempt from compliance with
Applicable Laws.

                                      -16-
<PAGE>
         (c)     Notwithstanding any provisions set forth herein or in any
document regarding Lender's approval of alterations of the Property, but subject
to any rights of PETsMART to perform alterations at the Property pursuant to and
in accordance with the terms and provisions of the PETsMART Lease, Borrower
shall not alter the Property in any manner which would materially increase
Borrower's responsibilities for compliance with Applicable Laws without the
prior written approval of Lender. Lender's approval of the plans,
specifications, or working drawings for alterations of the Property shall create
no responsibility or liability on behalf of Lender for their completeness,
design, sufficiency or their compliance with Applicable Laws. The foregoing
shall apply to tenant improvements constructed by Borrower or by any of its
tenants. Lender may condition any such approval upon receipt of a certificate of
compliance with Applicable Laws from an independent architect, engineer, or
other person acceptable to Lender.

         (d)     Borrower shall give prompt notice to Lender of the receipt by
Borrower of any notice related to a violation of any Applicable Laws and of the
commencement of any proceedings or investigations which relate to compliance
with Applicable Laws.

         (e)     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 Applicable Laws affecting
the Property, provided that (i) no Event of Default has occurred and is
continuing under the Note, this Security Instrument or any of the Other Security
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 be permitted under and be conducted in accordance with the
provisions of any other instrument to which Borrower or the Property is subject
and shall not constitute a default thereunder; (iv) neither the Property, any
part thereof or interest therein, any of the tenants or occupants thereof, nor
Borrower shall be affected in any material adverse way as a result of such
proceeding; (v) non-compliance with the Applicable Laws shall not impose civil
or criminal liability on Borrower or Lender; and (vi) Borrower shall have
furnished to Lender all other items reasonably requested by Lender.

         Section 3.12 Books and Records.

         (a)     Borrower and any Guarantors (defined in Subsection 10.1(e)) and
    Indemnitor(s) (defined in Section 13.4), if any, shall keep adequate books
    and records of account in accordance with generally accepted accounting
    principles ("GAAP"), or in accordance with other methods acceptable to
    Lender in its sole discretion, consistently applied and furnish to Lender:

         (i)     monthly, or if the Loan (defined below) has been securitized or
    sold as a whole loan by Lender, quarterly and annual certified rent rolls in
    the form attached hereto as Exhibit B signed and dated by Borrower,
    detailing the names of all tenants of the Improvements, the portion of
    Improvements occupied by each tenant, the base rent and any other charges
    payable under each Lease and the term of each Lease, including the
    expiration date, the extent to which any tenant is in default under any
    Lease, and any other information as is reasonably required by Lender, within
    twenty (20) days after the

                                      -17-
<PAGE>
    end of each calendar month, thirty (30) days after the end of each fiscal
    quarter or sixty (60) days after the close of each fiscal year of Borrower,
    as applicable;

         (ii)    on a monthly basis, operating statements of the Property in the
    form attached as Exhibit C for the immediately preceding month (and for
    previous periods if required by Lender), or if the Loan has been securitized
    or sold as a whole loan by Lender, quarterly and annual operating statements
    of the Property in the form attached hereto as Exhibit D and Exhibit E, all
    of which shall be prepared and certified by Borrower in the form required by
    Lender, detailing the revenues received, the expenses incurred and the net
    operating income before and after debt service (principal and interest) and
    major capital improvements completed by Borrower for each month and
    containing appropriate year to date information, within twenty (20) days
    after the end of each calendar month, thirty (30) days after the end of each
    fiscal quarter or sixty (60) days after the close of each fiscal year of
    Borrower, as applicable;

         (iii)   an annual operating statement of the Property in the form
    attached hereto as Exhibit E detailing the total revenues received, total
    expenses incurred, total cost of all capital improvements, total debt
    service and total cash flow, to be prepared and certified by Borrower in the
    form required by Lender, within sixty (60) days after the close of each
    fiscal year of Borrower;

         (iv)    quarterly and annual balance sheet in the form attached hereto
    as Exhibit F and profit and loss statements of Borrower, any Guarantors and
    any Indemnitor(s) in the form required by Lender, prepared and certified by
    the respective Borrower, Guarantors and/or Indemnitor(s), within thirty (30)
    days after the end of each fiscal quarter and within sixty (60) days after
    the end of each fiscal year, with respect to Borrower, and within sixty (60)
    days (or, at any time after the Loan is securitized, ninety (90) days) after
    the end of each fiscal quarter with respect to any Guarantors and Indemnitor
    (s); and audited financial statements prepared by an independent certified
    public accountant acceptable to Lender, within one hundred twenty (120) days
    after the close of each fiscal year, with respect to any Guarantor and
    Indemnitor; and

         (v)     an annual operating budget in the form attached hereto as
    Exhibit G presented on a monthly basis consistent with the annual operating
    statement described above for the Property, including cash flow projections
    for the upcoming year, and all proposed capital replacements and
    improvements at least fifteen (15) days prior to the start of each fiscal
    year.

         (b)     Upon request from Lender, Borrower, any Guarantor and any
Indemnitor shall furnish in a timely manner to Lender:

         (i)     at any time the PETsMART Lease is no longer in effect or if
    PETsMART has otherwise vacated the Property, a property management report
    for the Property, showing the number of inquiries made and/or rental
    applications received from tenants or prospective tenants and deposits
    received from tenants and any other information requested by Lender, in
    reasonable detail and certified by Borrower (or an officer,

                                      -18-
<PAGE>
    general partner, member or principal of Borrower if Borrower is not an
    individual) under penalty of perjury to be true and complete, but no more
    frequently than quarterly; and

         (ii)    an accounting of all security deposits held in connection with
    any Lease of any part of the Property, including the name and identification
    number of the accounts in which such security deposits are held, the name
    and address of the financial institutions in which such security deposits
    are held and the name of the person to contact at such financial
    institution, along with any authority or release necessary for Lender to
    obtain information regarding such accounts directly from such financial
    institutions.

         (c)     Borrower, any Guarantor and any Indemnitor shall furnish Lender
with such other additional financial or management information (including State
and Federal tax returns, if any) as may, from time to time, be reasonably
required by Lender in form and substance satisfactory to Lender.

         (d)     Borrower acknowledges the importance to Lender of the timely
delivery of each of the items required by this Section 3.12 (each, a "Required
Financial Item" and collectively, the "Required Financial Items"). In the event
Borrower fails to deliver to Lender any of the Required Financial Items within
the time frame specified herein and such failure is not cured within ten (10)
business days after notice from Lender (each such event, a "Reporting Failure"),
without limiting Lender's other rights and remedies with respect to the
occurrence of such an Event of Default, Borrower shall pay to Lender the sum of
$1,000.00 per occurrence for each Reporting Failure. It shall constitute a
further Event of Default hereunder if any such payment is not received by Lender
within thirty (30) days of the date on which such payment is due, and Lender
shall be entitled to the exercise of all of its rights and remedies provided
hereunder.

         (e)     In the event that two (2) Reporting Failures occur during any
twelve (12) month period during the term of the Loan, Borrower agrees to
establish a lockbox and lockbox account pursuant to Lender's requirements, each
in the name of Lender, and to execute Lender's standard form Cash Management
Agreement, together with any documentation ancillary thereto as required by
Lender, including, without limitation, a lockbox agreement with a bank
acceptable to Lender, signature cards and letters to tenants, credit card
companies and other account receivable counterparties directing them to pay all
rents, receivables and other sums directly to the lockbox account.

         Section 3.13 Payment for Labor and Materials.  (a) Borrower will
promptly pay or cause to be paid when due all bills and costs for labor,
materials, and specifically fabricated materials incurred in connection with the
Property and never permit to exist 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 Exceptions (defined below).

         (b)     After prior written notice to Lender, Borrower or, if the
PETsMART Lease or an Acceptable Replacement Lease is in full force and effect,
PETsMART or an Acceptable Replacement Tenant, as applicable, at its own expense,
may contest by appropriate

                                      -19-
<PAGE>
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
such lien, provided that (i) no Event of Default has occurred and is continuing
under the Note, this Security Instrument or any of the Other Security Documents,
(ii) such proceeding shall suspend the collection of the such lien from Borrower
and from the Property or Borrower shall have paid such lien under protest, (v)
neither the Property nor any part thereof or interest therein will be in danger
of being sold, forfeited, terminated, cancelled or lost, and (vi) Borrower shall
have deposited with Lender adequate reserves, a bond, or other reasonable
security for the payment of the lien, together with all interest and penalties
thereon, unless Borrower has paid all of the lien under protest, or Borrower or
PETsMART or an Acceptable Replacement Tenant 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 lien together with all interest
and penalties thereon

         Section 3.14 Performance of Other Agreements. Borrower shall observe
and perform or cause to be observed and performed each and every term to be
observed or performed by Borrower pursuant to the terms of any agreement or
recorded instrument affecting or pertaining to the Property, or given by
Borrower to Lender for the purpose of further securing an Obligation secured
hereby and any amendments, modifications or changes thereto.

         Section 3.15 Change of Name, Identity or Structure. Except as may be
permitted under Article 8 hereof, Borrower will 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 the
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 the Lender.

         Section 3.16 Existence. Borrower will continuously maintain (a) its
existence and shall not dissolve or permit its dissolution, (b) its rights to
do business in the state where the Property is located and (c) its franchises
and trade names, if any.

         Section 3.17 Management. The management of the Property shall be by
either: (a) Borrower or an entity affiliated with Borrower approved by Lender
for so long as Borrower or said affiliated entity is managing the Property in a
first class manner; (b) a professional property management company approved by
Lender; or (c) by PETsMART or an Acceptable Replacement Tenant, so long as the
PETsMART Lease or an Acceptable Replacement Lease is in full force and effect
and provided there is no uncured default under the PETsMART Lease or the
Acceptable Replacement Lease. Such management by an affiliated entity or a
professional property management company shall be pursuant to a written
agreement approved by Lender. In no event shall any manager be removed or
replaced or the terms of any management agreement modified or amended without
the prior written consent of Lender. In the event of default hereunder or under
any management contract then in effect, which default is not cured within any
applicable grace or cure period, Lender shall have the right to immediately
terminate, or to direct Borrower to immediately terminate, such management
contract and to retain, or to direct Borrower to retain, a new management agent
approved by Lender. All Rents generated by or derived from the Property shall
first be utilized solely for current expenses directly attributable to the
ownership and operation of the Property, including, without limitation, current
expenses relating to Borrower's liabilities and obligations with respect to the
Note, this Security

                                      -20-
<PAGE>
Instrument and the Other Security Documents, and none of the Rents generated by
or derived from the Property shall be diverted by Borrower and utilized for any
other purpose unless all such current expenses attributable to the ownership and
operation of the Property have been fully paid and satisfied.

                                   ARTICLE IV

                                SPECIAL COVENANTS

    Borrower covenants and agrees that:

         Section 4.1 Property Use. The Property shall be used only as a retail
facility and uses ancillary thereto, and, except for any permitted use by
PETsMART or an Acceptable Replacement Tenant as set forth in the PETsMART Lease
or an Acceptable Replacement Lease, for no other use, without the prior written
consent of Lender.

         Section 4.2 Single Purpose Entity. It has not and shall not and agrees
that its general partner(s), if Borrower is a partnership, or its managing
member(s), if Borrower is a limited liability company (in each case,
"Principal"), has not and shall not:

         (a)     with respect to any Principal, fail to be organized as a
corporation;

         (b)     with respect to Borrower, fail to be organized solely for the
purpose of (i) acquiring, developing, owning, managing or operating the
Property, (ii) entering into this Security Instrument and the documents related
hereto, and (iii) engaging in any activity that is incidental, necessary or
appropriate to accomplish the foregoing and, with respect to a Principal, be
organized for any purpose other than (I) owning at least a 0.5% interest in
Borrower, (II) serving as a manager of Borrower and (III) engaging in any
activity that is incidental, necessary or appropriate to owning an interest in
Borrower and serving as a manager of Borrower;

         (c)     with respect to Borrower, engage in any business or activity
other than the ownership, operation and maintenance of the Property, and
activities incidental thereto and with respect to Principal, engage in any
business or activity other than the ownership of its interest in Borrower, and
activities incidental thereto including the management of the Property;

         (d)     with respect to Borrower, acquire or own any material assets
other than (i) the Property, and (ii) such incidental Personal Property as may
be necessary for the operation of the Property and with respect to Principal,
acquire or own any material asset other than (i) its interest in Borrower, and
(ii) such incidental Personal Property as may be necessary to effectuate its
purpose;

         (e)     merge into or consolidate with any person or entity or
dissolve, terminate or liquidate in whole or in part, transfer or otherwise
dispose of all or substantially all of its assets or change its legal structure;

         (f)     fail to preserve its existence as an entity duly organized,
validly existing and in good standing (if applicable) under the laws of the
jurisdiction of its organization or

                                      -21-
<PAGE>
formation, and qualification to do business in the state where the Property is
located, if applicable, or without the prior written consent of Lender, amend,
modify, terminate or fail to comply with the provisions of Borrower's
Partnership Agreement, Articles or Certificate of Incorporation, Articles of
Organization, Certificate of Formation, Operating Agreement or similar
organizational documents, as the case may be, or of Principal's Articles or
Certificate of Incorporation or similar organizational documents, as the case
may be;

         (g)     own, form or acquire any subsidiary or make any investment in,
any person or entity, other than Principal's investment in Borrower;

         (h)     commingle its assets with the assets of any of its members,
general partners, affiliates, principals or of any other person or entity nor
fail to hold all of its assets in its own name;

         (i)     with respect to Borrower, incur any debt, secured or unsecured,
direct or contingent (including guaranteeing any obligation), other than the
Debt, except for trade payables in the ordinary course of its business of owning
and operating the Property, provided that such debt is not evidenced by a note
and is paid when due and, with respect to Principal, incur any debt secured or
unsecured, direct or contingent (including guaranteeing any obligations), except
for trade payables in the ordinary course of its business of owning an interest
in Borrower and serving as a manager of Borrower, provided that such debt is not
evidenced by a note and is paid when due;

         (j)     become insolvent or fail to pay its debts and liabilities from
its assets as the same shall become due;

         (k)     fail to maintain its records and books of account separate and
apart from those of the members, general partners, principals and affiliates of
Borrower or of Principal, as the case may be, the affiliates of a member,
general partner or principal of Borrower or Principal, as the case may be, and
any other person or entity or fail to maintain such books and records in the
ordinary course of its business;

         (l)     enter into any contract or agreement with any member, general
partner, principal or affiliate of Borrower or of Principal, as the case may
be, Guarantor or Indemnitor, or any member, general partner, principal or
affiliate thereof, except upon terms and conditions that are intrinsically fair,
commercially reasonable and substantially similar to those that would be
available on an arms-length basis with third parties other than any member,
general partner, principal or affiliate of Borrower or of Principal, as the case
may be, Guarantor or Indemnitor, or any member, general partner, principal or
affiliate thereof;

         (m)     seek the dissolution or winding up in whole, or in part, of
Borrower or of Principal, as the case may be;

         (n)     fail to correct any known misunderstandings regarding the
separate identity of Borrower, or of Principal, as the case may be, from any
member, general partner, principal or affiliate thereof or any other person;

                                      -22-
<PAGE>
         (o)     guaranty or become obligated for the debts of any other person
or entity or hold out its credit as being able to satisfy the debts of another
person or entity, except if a Principal is a general partner of Borrower, such
an entity may be under state law liable for the debts of Borrower in its
capacity as a "general partner";

         (p)     make any loans or advances to any third party, including any
member, general partner, principal or affiliate of Borrower, or of Principal,
as the case may be, or any member, general partner, principal or affiliate
thereof, nor buy or hold evidence of indebtedness issued by any other person or
entity (other than cash or investment grade securities);

         (q)     fail to hold itself out to the public as a legal entity
separate and distinct from any other entity or person, fail to conduct its
business solely in its own name, mislead others as to the identity with which
such other party is transacting business, or suggest that Borrower or Principal,
as the case may be, is responsible for the debts of any third party (including
any member, general partner, principal or affiliate of Borrower, or of
Principal, as the case may be, or any member, general partner, principal or
affiliate thereof);

         (r)     fail to maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations;

         (s)     share any common logo with or hold itself out as or be
considered as a department or division of (i) any general partner, principal,
member or affiliate of Borrower or of Principal, as the case may be, (ii) any
affiliate of a general partner, principal or member of Borrower or of Principal,
as the case may be, or (iii) any other person or entity;

         (t)     fail to maintain separate financial statements showing its
assets and liabilities separate and apart from those of any other person or
entity, provided that Lender acknowledges that Borrower may file consolidated
tax returns with Corporate Property Associates 14 Incorporated, a Maryland
corporation;

         (u)     fail to observe all applicable organizational formalities;

         (v)     pledge its assets for the benefit of any other person or
entity, other than in the case of Borrower, in connection with the loan secured
hereby;

         (w)     with respect to Principal, fail at any time to have at least
one independent director (an "Independent Director") who is not at the time of
initial appointment, or at any time while serving as a director of Principal,
and who has not been at any time during the preceding five (5) years: (a) a
stockholder, director (with the exception of serving as the independent director
of Principal), officer, employee, partner, attorney or counsel of Principal,
Borrower or any affiliate of either of them; (b) a customer, supplier or other
person who derives any of its purchases or revenues from its activities with
Principal, Borrower or any affiliate of either of them; (c) a person or other
entity controlling or under common control with any such stockholder, partner,
customer, supplier or other person; or (d) a member of the immediate family of
any such stockholder, director, officer, employee, partner, customer, supplier
or other person. (As used herein, the term "control" means the possession,
directly or indirectly, of the

                                      -23-
<PAGE>
power to direct or cause the direction of management, policies or activities of
a person or entity, whether through ownership of voting securities by contract
or otherwise);

         (x)     allow or cause Principal to take any action requiring the
unanimous vote of its Board of Directors unless an Independent Director shall
participate in such vote; or

         (y)     take for itself or cause any other entity to take any of the
following actions without the unanimous consent of its partners or members, as
applicable, and the unanimous affirmative vote of the Board of Directors of
Principal (including the Independent Director): (i) file or consent to the
filing of any bankruptcy, insolvency or reorganization case or proceeding;
institute any proceedings under any applicable insolvency law or otherwise seek
any relief under any laws relating to the relief from debts or the protection of
debtors generally, (ii) seek or consent to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator, custodian or any similar official
for itself or any other entity, (iii) make an assignment of its assets for the
benefit of its creditors or an assignment of the assets of another entity for
the benefit of such entity's creditors, or (iv) take any action in furtherance
of the foregoing.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants to Lender that:

         Section 5.1  Warranty of Title. Borrower has good title to the
Property and has the right to mortgage, grant, bargain, sell, pledge, assign,
warrant, transfer and convey the same and that Borrower possesses an
unencumbered fee simple absolute estate in the Land and the Improvements and
that it owns the Property free and clear of all liens, encumbrances and charges
whatsoever except for those exceptions shown in the title insurance policy
insuring the lien of this Security Instrument (the "Permitted Exceptions").
Borrower shall forever warrant, defend and preserve the title and the validity
and priority of the lien of this Security Instrument and shall forever warrant
and defend the same to Lender against the claims of all persons whomsoever.

         Section 5.2  Legal Status and Authority. Borrower (a) is duly
organized, validly existing and in good standing under the laws of its state of
organization or incorporation; (b) is duly qualified to transact business and is
in good standing in the state where the Property is located; and (c) has all
necessary approvals, governmental and otherwise, and full power and authority to
own, operate and lease the Property. Borrower (and the undersigned
representative of Borrower, if any) has full power, authority and legal right to
execute this Security Instrument, and to mortgage, grant, bargain, sell, pledge,
assign, warrant, transfer and convey the Property pursuant to the terms hereof
and to keep and observe all of the terms of this Security Instrument on
Borrower's part to be performed.

         Section 5.3 Validity of Documents.  (a) The execution, delivery and
performance of the Note, this Security Instrument and the Other Security
Documents and the borrowing evidenced by the Note (i) are within the power and
authority of Borrower; (ii) have been authorized by all requisite organizational
action; (iii) have received all necessary approvals and consents, corporate,
governmental or otherwise; (iv) will not violate, conflict with, result in a

                                      -24-
<PAGE>
breach of or constitute (with notice or lapse of time, or both) a material
default under any provision of law, any order or judgment of any court or
governmental authority, the articles of incorporation, by-laws, partnership or
trust agreement, articles of organization, operating agreement, or other
governing instrument of Borrower, or any indenture, agreement or other
instrument to which Borrower is a party or by which it or any of its assets or
the Property is or may be bound or affected; (v) will not result in the creation
or imposition of any lien, charge or encumbrance whatsoever upon any of its
assets, except the lien and security interest created hereby; and (vi) will not
require any authorization or license from, or any filing with, any governmental
or other body (except for the recordation of this Security Instrument in
appropriate land records in the State where the Property is located and except
for Uniform Commercial Code filings relating to the security interest created
hereby); and (b) to the best knowledge of Borrower, the Note, this Security
Instrument and the Other Security Documents constitute the legal, valid and
binding obligations of Borrower.

         Section 5.4 Litigation. There is no action, suit or proceeding,
judicial, administrative or otherwise (including any condemnation or similar
proceeding), pending or, to the best of Borrower's knowledge, threatened or
contemplated against Borrower, a Guarantor, if any, an Indemnitor, if any, or
against or affecting the Property that (a) has not been disclosed to Lender by
Borrower in writing, and has a material adverse affect on the Property or
Borrower's, any Guarantor's or any Indemnitor's ability to perform its
obligations under the Note, this Security Instrument or the Other Security
Documents, or (b) is not adequately covered by insurance, each as determined by
Lender in its sole discretion.

         Section 5.5  Status of Property.

         (a)     Borrower has obtained or caused to be obtained all necessary
certificates, licenses and other approvals, governmental and otherwise,
necessary for the operation of the Property and the conduct of its business and
all required zoning, building code, land use, environmental and other similar
permits or approvals, all of which are in full force and effect as of the date
hereof and not subject to revocation, suspension, forfeiture or modification.

         (b)     The Property and the present use and occupancy thereof are in
full compliance with all applicable zoning ordinances, building codes, land use
laws, Environmental Laws and other similar laws.

         (c)     The Property is served by all utilities required for the
current or contemplated use thereof. All utility service is provided by public
utilities and the Property has accepted or, to the best of Borrower's knowledge,
is equipped to accept such utility service.

         (d)     All public roads and streets necessary for service of and
access to the Property for the current or contemplated use thereof have been
completed, are serviceable and all-weather and are physically and legally open
for use by the public.

         (e)     The Property is served by public water and sewer systems.

         (f)     The Property is free from damage caused by fire or other
casualty.

                                      -25-
<PAGE>
         (g)     To the best of Borrower's knowledge, All costs and expenses of
any and all labor, materials, supplies and equipment used in the construction
of the Improvements and for which Borrower is or may be responsible or which may
otherwise become a lien upon the Property have been paid in full.

         (h)     Borrower has paid in full for, and is the owner of, all
furnishings, fixtures and equipment (other than tenants' property) used in
connection with the operation of the Property, free and clear of any and all
security interests, liens or encumbrances, except the lien and security interest
created hereby.

         (i)     To the best of Borrower's knowledge, all liquid and solid waste
disposal, septic and sewer systems located on the Property are in a good and
safe condition and repair and in compliance with all Applicable Laws.

         (j)     No portion of the Improvements is located in an area identified
by the Secretary of Housing and Urban Development or any successor thereto as
an area having special flood hazards pursuant to the Flood Insurance Acts or, if
any portion of the Improvements is located within such area, Borrower has
obtained and will maintain the insurance prescribed in Section 3.3 hereof.

         (k)     All the Improvements lie within the boundaries of the Land.

         (l)     As to any declarations of covenants, conditions and
restrictions or similar agreements that run with the Land (the "Declarations")
to which PETsMART is a party or by which PETsMART or any Property or any portion
thereof may be bound, and which are listed on Exhibit "C" hereto, except as may
be specifically set forth in Exhibit "C":

         (i)     All of the Declarations are in full force and effect in
    accordance with their respective terms, and none of the Declarations has
    been modified or amended;

         (ii)    All work required under the Declarations to be performed by
    PETsMART as of the closing date and all work required under the Declarations
    to be performed by any third party for the benefit of PETsMART or the
    Property, as of the closing date, has been performed.

         (iii)   There are no written or oral promises, agreements,
    understandings or commitments between PETsMART and any party to any of the
    Declarations other than those contained in the Declarations and the other
    instruments listed on said Exhibit "C"; and

         (iv)    There is written claim of default under any of the Declarations
    by any party thereto which has not been cured; and to PETsMART's knowledge
    there exists no event which alone, or with notice or the lapse of time or
    both, would constitute a default under any of the Declarations by any party
    thereto. Neither PETsMART, the current or prior owner of any Property nor
    any Property is in default under any of the Declarations or in violation of
    any provision of any Declaration. All sums due and payable by PETsMART or
    the current owner of any Property under the Declarations as of the closing
    date have been paid in full prior to the closing date [[TO BE ADDED TO FLINT
    MORTGAGE] EXCEPT THAT

                                      -26-
<PAGE>
    THE CONDOMINIUM ASSOCIATION CLAIMS THAT PETsMART OWES 16,697.00 AND PETsMART
    BELIEVES IT ONLY OWES $4,871.46]]. There are no rights of first refusal or
    options to purchase any Property (or any part thereof) contained in the
    Declarations or in any other agreement affecting any Property (or any part
    thereof).

         Section 5.6  No Foreign Person. Borrower is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986,
as amended and the related Treasury Department regulations.

         Section 5.7  Separate Tax Lot. The Property is assessed for real estate
tax purposes as one or more wholly independent tax lot or lots, separate from
any adjoining land or improvements not constituting a part of such lot or lots,
and no other land or improvements is assessed and taxed together with the
Property or any portion thereof.

         Section 5.8  Leases. (a) Except as disclosed in the rent roll for the
Property delivered to and approved by Lender in writing prior to the date
hereof, (i) Borrower is the sole owner of the entire lessor's interest in the
Leases; (ii) the Leases are valid and enforceable and in full force and effect;
(iii) all of the Leases are arms-length agreements with bona fide, independent
third parties; (iv) no party under any Lease is in default; (v) all Rents due
have been paid in full; (vi) the terms of all alterations, modifications and
amendments to the Leases are reflected in the certified occupancy statement
delivered to and approved by Lender; (vii) none of the Rents reserved in the
Leases have been assigned or otherwise pledged or hypothecated; (viii) none of
the Rents have been collected for more than one (1) month in advance (except a
security deposit shall not be deemed rent collected in advance); (ix) the
premises demised under the Leases have been completed and the tenants under the
Leases have accepted the same and have taken possession of the same on a
rent-paying basis; (x) there exist no offsets or defenses to the payment of any
portion of the Rents and Borrower has no monetary obligation to any tenant under
any Lease; (xi) Borrower has received no notice from any tenant challenging the
validity or enforceability of any Lease; (xii) there are no agreements with the
tenants under the Leases other than expressly set forth in each Lease; (xiii)
the Leases are valid and enforceable against Borrower and the tenants set forth
therein; (xiv) no Lease contains an option to purchase, right of first refusal
to purchase or any other similar provision; (xv) no person or entity has any
possessory interest in, or right to occupy, the Property except under and
pursuant to a Lease; (xvi) each Lease is subordinate to this Security
Instrument, either pursuant to its terms or a recordable subordination
agreement; (xvii) no Lease has the benefit of a non-disturbance agreement that
would be considered unacceptable to prudent institutional lenders, (xviii) all
security deposits relating to the Leases reflected on the certified rent roll
delivered to Lender have been collected by Borrower; and (xix) no brokerage
commissions or finders fees are due and payable regarding any Lease.

         (b)     Notwithstanding anything contained herein to the contrary,
Borrower shall not willfully withhold from Lender any information regarding
renewal, extension, amendment, modification, waiver of provisions of,
termination, rental reduction of, surrender of space of, or shortening of the
term of, any Lease during the term of the Loan. Borrower further covenants and
agrees that, to the best of Borrower's knowledge, one of the entities comprising
PETsMART, as of the date hereof, is in physical occupancy of each of the
premises demised under the PETsMART Lease and is paying full rent under the
PETsMART Lease.

                                      -27-
<PAGE>
         Section 5.9  Financial Condition. (a) (i) Borrower is solvent, and no
bankruptcy, reorganization, insolvency or similar proceeding under any state or
federal law with respect to Borrower has been initiated, and (ii) Borrower has
received reasonably equivalent value for the granting of this Security
Instrument.

         (b)     No petition in bankruptcy has ever been filed by or against
Borrower, any Guarantor, any Indemnitor or any related entity, or any
principal, general partner or member thereof, in the last seven (7) years, and
neither Borrower, any Guarantor, any Indemnitor nor any related entity, or any
principal, general partner or member thereof, in the last seven (7) years has
ever made any assignment for the benefit of creditors or taken advantage of any
insolvency act or any act for the benefit of debtors, provided, however, that
this representation specifically excludes any shareholder in Guarantor.

         Section 5.10  Business Purposes. The loan evidenced by the Note secured
by the Security Instrument and the Other Security Documents (the "Loan") is
solely for the business purpose of Borrower, and is not for personal, family,
household, or agricultural purposes.

         Section 5.11  Taxes. Borrower, any Guarantor and any Indemnitor have
filed all federal, state, county, municipal, and city income and other tax
returns required to have been filed by them and have paid all taxes and related
liabilities which have become due pursuant to such returns or pursuant to any
assessments received by them. Neither Borrower, any Guarantor nor any Indemnitor
knows of any basis for any additional assessment in respect of any such taxes
and related liabilities for prior years. Borrower confirms that its federal tax
identification number is: 52-2346850.

         Section 5.12  Mailing Address. Borrower's mailing address, as set forth
in the opening paragraph hereof or as changed in accordance with the provisions
hereof, is true and correct.

         Section 5.13  No Change in Facts or Circumstances. All information in
the application for the Loan submitted to Lender (the "Loan Application") and
in all financing statements, rent rolls, reports, certificates and other
documents submitted in connection with the Loan Application or in satisfaction
of the terms thereof, are accurate, complete and correct in all respects. There
has been no adverse change in any condition, fact, circumstance or event that
would make any such information inaccurate, incomplete or otherwise misleading.

         Section 5.14  Disclosure. Borrower has disclosed to Lender all material
facts and has not failed to disclose any material fact that could cause any
representation or warranty made herein to be materially misleading.

         Section 5.15  Third Party Representations. Each of the representations
and the warranties made by each Guarantor and Indemnitor herein or in any Other
Security Document(s) is true and correct in all material respects.

         Section 5.16  Illegal Activity. No portion of the Property has been or
will be purchased, improved, equipped or furnished with proceeds of any illegal
activity and to the best of Borrower's knowledge, there are no illegal
activities or activities relating to controlled substance at the Property.

                                      -28-
<PAGE>
         Section 5.17  Regulations T, U and X. Borrower does not own any
"margin stock" as such term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (12 CFR Part 221), as amended. Borrower will not
use any part of the proceeds from the loan to be made under this Security
Instrument (a) directly or indirectly, to purchase or carry any such stock or to
reduce or retire any Obligations originally incurred to purchase any such stock
within the meaning of such Regulation, (b) so as to involve Borrower in a
violation of Regulation T, U or X of such Board (12 CFR Parts 220, 221 and 224),
as amended, or (c) for any other purpose not permitted by Section 7 of the
Securities Exchange Act of 1934, as amended, or any of the rules and regulations
respecting the extension of credit promulgated thereunder.

         Section 5.18  Non-Consolidation. All of the assumptions made in that
certain substantive non-consolidation opinion letter of even date herewith
delivered by Borrower's counsel in connection herewith and any subsequent
non-consolidation opinion delivered in accordance with the terms and conditions
of this Mortgage and/or the Note, including, but not limited to, any exhibits
attached thereto (the "Non-Consolidation Opinion"), are true and correct in all
respects. Borrower has complied and will comply with all of the assumptions
made with respect to it in the Non-Consolidation Opinion. Each entity other than
Borrower with respect to which an assumption is made in the Non-Consolidation
Opinion has complied and will comply with all of the assumptions made with
respect to it in the Non-Consolidation Opinion.

                                   ARTICLE VI

                            OBLIGATIONS AND RELIANCE

         Section 6.1  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 Note, this Security Instrument and the Other Security
Documents shall be construed so as to deem the relationship between Borrower and
Lender to be other than that of debtor and creditor.

         Section 6.2  No Reliance on Lender. The members, general partners,
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 6.3  No Lender Obligations. Notwithstanding the provisions of
Subsections 1.1(f) and (l) 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. By accepting or
approving anything required to be observed, performed or fulfilled or to be
given to Lender pursuant to this Security Instrument, the Note or the Other
Security 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,

                                      -29-
<PAGE>
and such acceptance or approval thereof shall not constitute any warranty or
affirmation with respect thereto by Lender.

         Section 6.4  Reliance. Borrower recognizes and acknowledges that in
accepting the Note, this Security Instrument and the Other Security Documents,
Lender is expressly and primarily relying on the truth and accuracy of the
warranties and representations set forth in Article 5 and Article 12 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 accepting the Note, this Security Instrument and the
Other Security Documents; 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 Article 5 and Article 12.

                                   ARTICLE VII

                               FURTHER ASSURANCES

         Section 7.1  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
Security 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 Security
Documents, any note 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 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 7.2  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, mortgages, assignments, notices of
assignments, transfers and assurances as Lender shall, from time to time,
require, for the better assuring, conveying, assigning, transferring, and
confirming unto Lender the Property and rights hereby mortgaged, 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 Applicable Laws. Borrower, on demand, will execute and
deliver and hereby authorizes Lender, following 10 days' notice to Borrower, to
execute in the name of Borrower or

                                      -30-
<PAGE>
without the signature of Borrower to the extent Lender may lawfully do so, (i)
one or more financing statements, chattel mortgages or other instruments, to
evidence more effectively the security interest of Lender in the Property and
(ii) any amendments or modifications to the Note, this Security Instrument
and/or the Other Security Documents in order to correct any scrivener's errors
contained herein or therein, including, without limitation, any errors with
respect to the spelling of Borrower's name, the address of the Property, the
legal description of the Property and/or the date of execution of the Note, this
Security Instrument and/or the Other Security Documents. Borrower grants to
Lender an irrevocable power of attorney coupled with an interest for the purpose
of exercising and perfecting any and all rights and remedies available to Lender
pursuant to this Section 7.2.

         Section 7.3  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, exercisable 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, exercisable 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 Security
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 7.4  Estoppel Certificates.

         (a)     After request by Lender, Borrower, within fifteen (15) days,
shall furnish Lender or any proposed assignee with a statement, duly
acknowledged and certified, setting forth (i) the original principal amount of
the Note, (ii) the unpaid principal amount of the Note, (iii) the rate of
interest of the Note, (iv) the terms of payment and maturity date of the Note,
(v) the date installments of interest and/or principal were last paid, (vi)
that, except as provided in such statement, there are no defaults or events
which with the passage of time or the giving of notice or both, would constitute
an event of default under the Note or the Security Instrument, (vii) that the
Note and this Security Instrument are valid, legal and binding obligations and
have not been modified or if modified, giving particulars of such modification,
(viii) whether any offsets or defenses exist against the obligations secured
hereby and, if any are alleged to exist, a

                                      -31-
<PAGE>
detailed description thereof, (ix) that all Leases are in full force and effect
and (provided the Property is not a residential multifamily property) have not
been modified (or if modified, setting forth all modifications), (x) the date to
which the Rents thereunder have been paid pursuant to the Leases, (xi) whether
or not, to the best knowledge of Borrower, any of the lessees under the Leases
are in default under the Leases, and, if any of the lessees are in default,
setting forth the specific nature of all such defaults, (xii) the amount of
security deposits held by Borrower under each Lease and that such amounts are
consistent with the amounts required under each Lease, and (xiii) as to any
other matters reasonably requested by Lender and reasonably related to the
Leases, the obligations secured hereby, the Property or this Security
Instrument.

         (b)     Borrower shall use its best efforts to deliver to Lender,
within a reasonable time following request, duly executed estoppel certificates
from any one or more lessees as required by Lender attesting to such facts
regarding the Lease as Lender reasonably may require, including but not limited
to attestations that each Lease covered thereby is in full force and effect with
no defaults thereunder on the part of any party, that none of the Rents have
been paid more than one month in advance, and that the lessee claims no defense
or offset against the full and timely performance of its obligations under the
Lease.

         (c)     Upon any transfer or proposed transfer contemplated by Section
18.1 hereof, at Lender's request, Borrower, any Guarantors and any
Indemnitor(s) shall provide an estoppel certificate to the Investor (defined in
Section 18.1) or any prospective Investor in such form, substance and detail as
Lender, such Investor or prospective Investor may require.

         (d)     After written request by Borrower not more than once annually,
and at Borrower's sole cost and expense, Lender shall furnish to Borrower a
statement setting forth (i) the unpaid principal amount of the Note, and (ii)
the balance of the sums held in escrow pursuant to the Reserve and Security
Agreement.

         Section 7.5  Flood Insurance. After Lender's request, Borrower shall
deliver evidence satisfactory to Lender that no portion of the Improvements is
situated in a federally designated "special flood hazard area" or if it is, that
Borrower has obtained or caused to be obtained insurance meeting the
requirements of Section 3.3(a)(vi).

         Section 7.6  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 Security Document which is not of public record, and, in the case
of any such mutilation, upon surrender and cancellation of such Note or Other
Security Document, Borrower will issue, in lieu thereof, a replacement Note or
Other Security Document, dated the date of such lost, stolen, destroyed or
mutilated Note or Other Security Document in the same principal amount thereof
and otherwise of like tenor.

                                 ARTICLE VIII

                            DUE ON SALE/ENCUMBRANCE

         Section 8.1  No Sale/Encumbrance. Borrower agrees that Borrower shall
not, without the prior written consent of Lender, sell, convey, mortgage,
grant, bargain, encumber,

                                      -32-
<PAGE>
pledge, assign, or otherwise transfer the Property or any part thereof or any
interest therein or any direct or indirect interest in Borrower or permit the
Property or any part thereof or any interest therein or any direct or indirect
interest in Borrower to be sold, conveyed, mortgaged, granted, bargained,
encumbered, pledged, assigned, or otherwise transferred, other than pursuant to
Leases of space in the Improvements to tenants in accordance with the provisions
of Section 3.8.

         Section 8.2  Sale/Encumbrance Defined. A sale, conveyance, mortgage,
grant, bargain, encumbrance, pledge, assignment, or transfer within the meaning
of this Article 8 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) if Borrower, any Guarantor, any
Indemnitor, or any general or limited partner or member of Borrower, any
Guarantor or any Indemnitor is a corporation, any merger, consolidation or
voluntary or involuntary sale, conveyance, transfer or pledge of such
corporation's stock (or the stock of any corporation directly or indirectly
controlling such corporation by operation of law or otherwise) or the creation
or issuance of new stock in one or a series of transactions by which an
aggregate of more than 10% of such corporation's stock shall be vested in a
party or parties who are not now stockholders; (d) if Borrower, any Guarantor or
any Indemnitor or any general or limited partner or member of Borrower, any
Guarantor or any Indemnitor is a limited or general partnership or joint
venture, the change, removal or resignation of a general partner or the transfer
or pledge of the partnership interest of any general partner or any profits or
proceeds relating to such partnership interest or the voluntary or involuntary
sale, conveyance, transfer or pledge of limited partnership interests (or the
limited partnership interests of any limited partnership directly or indirectly
controlling such limited partnership by operation of law or otherwise); and (e)
if Borrower, any Guarantor, any Indemnitor or any general or limited partner or
member of Borrower, any Guarantor or any Indemnitor is a limited liability
company, the change, removal or resignation of a managing member (or if no
managing member, any member or non-member manager) or the transfer of the
membership interest of a managing member (or if no managing member, any member)
or any profits or proceeds relating to such membership interest or the voluntary
or involuntary sale, conveyance, transfer or pledge of membership interests (or
the membership interests of any limited liability company directly or indirectly
controlling such limited liability company by operation of law or otherwise).
Notwithstanding the foregoing, so long as the Guarantor and/or Indemnitor is
Corporate Property Associates 14 Incorporated or an Affiliate (as defined in
Section 8.4(b) hereof) (the "Guarantor"), the provisions of clauses (c), (d) and
(e) above shall not apply to the Guarantor, any Indemnitor or any interest
holder therein.

         Section 8.3  Lender's Rights. Lender reserves the right to condition
the consent required hereunder upon a modification of the terms hereof and on
assumption of the Note, this Security Instrument and the Other Security
Documents as so modified by the proposed transferee, payment of a transfer fee
equal to one percent (1%) of the then outstanding principal balance of the Note,
and all of Lender's expenses incurred in connection with such transfer, the
approval by a Rating Agency of the proposed transferee, the proposed
transferee's continued compliance with the covenants set forth in this Security
Instrument, including, without

                                      -33-
<PAGE>
limitation, the covenants in Section 4.2 hereof, or such other conditions as
Lender shall determine in its sole discretion to be in the interest of Lender.
All of Lender's expenses incurred shall be payable by Borrower whether or not
Lender consents to the transfer. 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.

         Section 8.4  Permitted Transfers. (a) Notwithstanding the foregoing
provisions of this Section, Lender shall not unreasonably withhold consent to
the simultaneous sale, conveyance or transfer of all of the Individual
Properties (as defined in the Note) in their entirety on a single occasion (a
"Sale") after the first anniversary of the first day of the first calendar month
after the date hereof (or the date hereof if dated the first day of a calendar
month) and with respect to such Sale, Lender shall not require a modification of
the material economic terms hereof (other than a corresponding increase in
Borrower's deposits into the Escrow Fund with respect to Taxes in the event such
Sale results in an increase in the real property tax assessment by the
applicable taxing authority), to any person or entity provided that each of the
following terms and conditions are satisfied:

         (i)     no default after the expiration of notice or grace periods is
    then continuing hereunder, under the Note, or any of the Other Security
    Documents;

         (ii)    Borrower gives Lender written notice of the terms of such
    prospective Sale not less than thirty (30) days before the date on which
    such Sale is scheduled to close and, concurrently therewith, gives Lender
    all such information concerning the proposed transferee of the Property
    (hereinafter, "Buyer") as Lender would reasonably require in evaluating an
    initial extension of credit to a borrower and pays to Lender a
    non-refundable application fee in the amount of $2,500.00. Lender shall
    have the right to approve or disapprove the proposed Buyer, such approval
    not to be unreasonably withheld or delayed. In determining whether to give
    or withhold its approval of the proposed Buyer, Lender shall consider the
    Buyer's experience and track record in owning and operating facilities
    similar to the Property, the Buyer's financial strength, the Buyer's general
    business standing and the Buyer's relationships and experience with
    contractors, vendors, tenants, lenders and other business entities;
    provided, however, that, notwithstanding Lender's agreement to consider the
    foregoing factors in determining whether to give or withhold such approval,
    such approval shall be given or withheld based on what Lender determines to
    be commercially reasonable and, if given, may be given subject to such
    conditions as Lender may deem reasonably appropriate;

         (iii)   Borrower pays Lender, concurrently with the closing of such
    Sale, a non-refundable assumption fee in an amount equal to all
    out-of-pocket costs and expenses, including, without limitation, reasonable
    attorneys' fees, incurred by Lender in connection with the Sale plus an
    amount equal to one percent (1.0%) of the then

                                      -34-
<PAGE>
    outstanding principal balance of the Note. Borrower also pays, concurrently
    with the closing of such Sale, all costs and expenses of all third parties
    and Rating Agencies in connection with the Sale;

         (iv)    Buyer (a) assumes and agrees to pay all indebtedness secured
    hereby as and when due subject to the provisions of Article 11 of the Note,
    and (b) prior to or concurrently with the closing of such Sale, the Buyer
    executes, without any cost or expense to Lender, such documents and
    agreements as Lender shall reasonably require to evidence and effectuate
    said assumption;

         (v)     Borrower and the Buyer execute, without any cost or expense to
    Lender, new financing statements or financing statement amendments and any
    additional documents reasonably requested by Lender;

         (vi)    Borrower delivers to Lender, without any cost or expense to
    Lender, such endorsements to Lender's title insurance policy, hazard
    insurance endorsements or certificates and other similar materials as
    Lender may deem necessary at the time of the Sale, all in form and
    substance satisfactory to Lender, including, without limitation, an
    endorsement or endorsements to Lender's title insurance policy insuring the
    lien of this Security Instrument insuring that fee simple title to the
    Property is vested in the Buyer;

         (vii)   Buyer shall furnish, if the Buyer is a corporation, partnership
    or other entity, all appropriate papers evidencing the Buyer's capacity and
    good standing, and the qualification of the signers to execute the
    assumption of the indebtedness secured hereby, which papers shall include
    certified copies of all documents relating to the organization and
    formation of the Buyer and of the entities, if any, which are partners or
    members of the Buyer. The Buyer and such constituent partners, members or
    shareholders of Buyer (as the case may be), as Lender shall require, shall
    be single purpose, "bankruptcy remote" entities which satisfy the
    requirements of ArticleIV hereof and the requirements of the Rating
    Agencies, and whose formation documents shall be approved by counsel to
    Lender. An individual recommended by the Buyer and approved by Lender
    shall serve as an independent director of the Buyer (if the Buyer is a
    corporation) or the Buyer's corporate general partner or an independent
    member or, in Lender's discretion, manager, of Buyer if the Buyer is a
    limited liability company. The consent of such independent party shall be
    required for, among other things, any merger, consolidation, dissolution,
    bankruptcy or insolvency of such independent party or of the Buyer;

         (viii)  Buyer shall assume the obligations of Borrower under any
    management agreements pertaining to the Property or assign to Lender as
    additional security any new management agreement entered into in connection
    with such Sale;

         (ix)    Buyer shall furnish an opinion of counsel satisfactory to
    Lender and its counsel (A) that the Buyer's formation documents provide for
    the matters described in subparagraph (vii) above, (B) that the assumption
    of the indebtedness evidenced hereby has been duly authorized, executed and
    delivered, and that the Note, this Security Instrument, the assumption
    agreement and the Other Security Documents are valid, binding and
    enforceable against the Buyer in accordance with their terms, (C) that the

                                      -35-
<PAGE>
    Buyer and any entity which is a controlling stockholder, member or general
    partner of Buyer, have been duly organized, and are in existence and good
    standing, (D) if required by Lender, that the assets of the Buyer will not
    be consolidated with the assets of any other entity having an interest in,
    or affiliation with, the Buyer, in the event of bankruptcy or insolvency of
    any such entity, and (E) with respect to such other matters as Lender may
    reasonably request;

         (x)     Lender shall have received confirmation in writing from the
    Rating Agencies that rate the Securities or Participations (as defined in
    Section 18.1) to the effect that the Sale will not result in a
    qualification, downgrade or withdrawal of any rating initially assigned or
    then currently assigned or to be assigned to the Securities or
    Participations, as applicable;

         (xi)    An affiliate of Buyer with a net worth (as determined by
    Lender) of not less than Twenty-Five Million Dollars ($25,000,000) shall
    have assumed, from and after the date of such Sale, all of the obligations
    of Guarantor under the Environmental Indemnity and the Guaranty of Recourse
    Obligations of Borrower of even date herewith (the "Guaranty") pursuant to
    such documents and agreements as Lender shall reasonably require to
    evidence and effectuate such assumption and thereafter Guarantor shall be
    released from all liabilities and obligations under the Environmental
    Indemnity and the Guaranty arising from matters first occurring from and
    after the date of such Sale;

         (xii)   Borrower's obligations under the contract of sale pursuant to
    which the Sale is proposed to occur shall expressly be subject to the
    satisfaction of the terms and conditions of this Section 8.4;

         (b)     Notwithstanding the foregoing provision of this Section and
provided Borrower has not exercised its right to sell, convey or transfer all of
the Individual Properties pursuant to Section 8.4(a) above, Borrower shall be
permitted, after the first anniversary of the first day of the first calendar
month after the date hereof (or the date hereof if dated the first day of a
calendar month), to transfer or convey all of its interests in all of the
Individual Properties to any Affiliate (hereinafter defined) whose key
principal's (the "Key Principal") net worth as determined by Lender shall be not
less than Twenty-Five Million Dollars ($25,000,000) without Lender's approval or
consent and without payment of the one percent (1%) transfer fee (but with
payment of all out-of-pocket expenses, including without limitation, reasonable
attorney's fees, incurred by Lender in connection with the transfer and all
costs and expenses of all third parties and Rating Agencies in connection with
the Sale) so long as the terms and conditions set forth in Sections 8.4(a)(i),
(iv), (v), (vi), (vii), (viii), (ix) and (x) are satisfied. Borrower shall, not
less than thirty (30) days before any such transfer, deliver to Lender written
notice of such transfer which notice shall (i) describe the proposed transfer in
reasonable detail, (ii) include evidence reasonably satisfactory to Lender that
the proposed transferee is an Affiliate of Borrower and that such Key Principal
has a net worth of not less than Twenty-Five Million Dollars ($25,000,000), and
(c) include evidence reasonably satisfactory to Lender that the applicable
provisions of Section 8.4 hereof have been satisfied. In connection with any
such transfer to an Affiliate, Key Principal shall assume, from and after the
date of such transfer, all of the obligations of Guarantor under the
Environmental Indemnity and the Guaranty pursuant to such documents and
agreements as Lender shall reasonably require to evidence and effectuate such
assumption and

                                      -36-
<PAGE>
thereafter Guarantor shall be released from all liabilities and obligations
under the Environmental Indemnity and the Guaranty arising from matters first
occurring from and after the date of such transfer. As used herein, the term
"Affiliate" shall mean an entity which controls, is controlled by or is under
common control with Borrower, Corporate Property Associates 10 Incorporated,
Corporate Property Associates 14 Incorporated, Corporate Property Associates 15
Incorporated, Carey Institutional Properties Incorporated or W.P. Carey Co.
LLC; and

         (c)     Notwithstanding the foregoing provision of this Section,
Corporate Property Associates 15 Incorporated shall be permitted to acquire up
to a thirty percent (30%) interest in the Borrower, without Lender's approval or
consent and without payment of the one percent (1%) transfer fee provided that
no Event of Default shall have occurred and be continuing, such transfer does
not affect the single purpose bankruptcy remote structure of the Borrower and
Borrower pays all out-of-pocket expenses, if any, including without limitation,
reasonable attorney's fees, incurred by Lender in connection with the transfer
and all costs and expenses of all third parties and Rating Agencies in
connection with such transfer.

                                   ARTICLE IX

                                   PREPAYMENT

         Section 9.1 Prepayment. The Debt may not be prepaid in whole or in
part except in strict accordance with the express terms and conditions of the
Note.

                                    ARTICLE X

                                     DEFAULT

         Section 10.1 Events of Default. The occurrence of any one or more of
the following events shall constitute an "Event of Default":

         (a)     if any portion of the Debt is not paid prior to the fifth (5th)
day after the same is due or if the entire Debt is not paid on or before the
Maturity Date (as defined in the Note);

         (b)     if any of the Taxes or Other Charges is not paid prior to
delinquency, penalty or interest except to the extent sums sufficient to pay
such Taxes and Other Charges have been deposited with Lender in accordance with
the terms of this Security Instrument or such items are being contested in
accordance with the terms of the Security Instrument;

         (c)     if the Policies are not kept in full force and effect, or if
the Policies are not delivered to Lender upon request;

         (d)     if Borrower violates or does not comply with any of the
provisions of Section 4.2 or Article 8;

         (e)     if any representation or warranty of Borrower, any Indemnitor
or any person guaranteeing payment of the Debt or any portion thereof or
performance by Borrower of

                                      -37-
<PAGE>
any of the terms of this Security Instrument (a "Guarantor"), or any member,
general partner, principal or beneficial owner of any of the foregoing, made
herein other than an unintentional representation or warranty under Section
5.5(a), (b) or (l) or in the Environmental Indemnity (defined below) or in any
guaranty, or in any certificate, report, financial statement or other instrument
or document furnished to Lender shall have been false or misleading in any
material respect when made;

         (f)     if (i) Borrower or any managing member or general partner of
Borrower, or any Guarantor or Indemnitor shall commence any case, proceeding or
other action (A) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship
or relief of debtors, seeking to have an order for relief entered with respect
to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the
Borrower or any managing member or general partner of Borrower, or any Guarantor
or Indemnitor shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against Borrower or any managing member or
general partner of Borrower, or any Guarantor or Indemnitor any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results in
the entry of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of sixty (60) days;
or (iii) there shall be commenced against the Borrower or any managing member or
general partner of Borrower, or any Guarantor or Indemnitor any case, proceeding
or other action seeking issuance of a warrant of attachment, execution,
distraint or similar process against all or any substantial part of its assets
which results in the entry of any order for any such relief which shall not have
been vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof; or (iv) the Borrower or any managing member or
general partner of Borrower, or any Guarantor or Indemnitor shall take any
action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Borrower or any managing member or general partner of Borrower, or
any Guarantor or Indemnitor shall generally not, or shall be unable to, or shall
admit in writing its inability to, pay its debts as they become due;

         (g)     if Borrower shall be in default beyond applicable notice and
grace periods under any other mortgage, deed of trust, deed to secure debt or
other security agreement covering any part of the Property whether it be
superior or junior in lien to this Security Instrument;

         (h)     if the Property becomes subject to any mechanic's,
materialman's or other lien other than a lien for local real estate taxes and
assessments not then due and payable and the lien shall remain undischarged of
record (by payment, bonding or otherwise) for a period of thirty (30) days;

         (i)     if any federal tax lien is filed against Borrower, any member
or general partner of Borrower, any Guarantor, any Indemnitor or the interest of
Borrower in the Property and same is not discharged of record within thirty (30)
days after same is filed;

                                      -38-
<PAGE>
         (j)     if any default occurs under any guaranty or indemnity executed
in connection herewith (including the Environmental Indemnity, defined in
Section 13.4) and such default continues after the expiration of applicable
grace periods, if any;

         (k)     if Borrower shall fail to deliver to Lender, within fifteen
(15) days after receipt of written request from Lender, the estoppel
certificates required pursuant to Section 7.4(a);

         (l)     if for more than ten (10) days after notice from Lender,
Borrower shall continue to be in default under any other term, covenant or
condition of the Note, this Security Instrument or the Other Security Documents
in the case of any default which can be cured by the payment of a sum of money
or for thirty (30) days after notice from Lender in the case of any other
default including, without limitation an unintentional default under Section
5.5(a), (b) or (l), provided that if such default cannot reasonably be cured
within such thirty (30) day period and Borrower shall have commenced to cure
such default within such thirty (30) day period and thereafter diligently and
expeditiously proceeds to cure the same, such thirty (30) day period shall be
extended for so long as it shall require Borrower in the exercise of due
diligence to cure such default, it being agreed that no such extension shall be
for a period in excess of ninety (90) days or

         (m)     if any of the assumptions contained in the Non-Consolidation
Opinion were not true and correct as of the date of such opinion.

                                   ARTICLE XI

                               RIGHTS AND REMEDIES

         Section 11.1 Remedies. Upon the occurrence of any Event of Default,
Borrower agrees that Lender may take such action, without notice or demand, as
it deems advisable to protect and enforce its rights against Borrower and in and
to the Property, including, but not limited to, the following actions, each of
which may be pursued concurrently or otherwise, at such time and in such order
as Lender may determine, in its sole discretion, without impairing or otherwise
affecting the other rights and remedies of Lender:

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

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

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

                                      -39-
<PAGE>
         (d)     subject to any applicable law, 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, in one or more parcels, at such time
and place, upon such terms and after such notice thereof as may be required or
permitted by law;

         (e)     subject to the provisions of Article 11 of the Note, institute
an action, suit or proceeding in equity for the specific performance of any
covenant, condition or agreement contained herein, in the Note or in the Other
Security Documents;

         (f)     subject to the provisions of Article 11 of the Note, recover
judgment on the Note either before, during or after any proceedings for the
enforcement of this Security Instrument or the Other Security Documents;

         (g)     subject to any applicable lawapply 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 or of any person, firm
or other entity liable for the payment of the Debt;

         (h)     subject to any applicable law, the license granted to Borrower
under Section 1.2 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 Personal Property or any part thereof, and to take

                                      -40-
<PAGE>
such other measures as Lender may deem necessary for the care, protection and
preservation of the Personal Property, and (ii) request Borrower at its expense
to assemble 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 Personal Property sent to Borrower
in accordance with the provisions hereof at least five (5) days prior to such
action, shall constitute commercially reasonable notice to Borrower;

         (j)     apply any sums then deposited in the Escrow Fund and any other
sums held in escrow or otherwise by Lender in accordance with the terms of this
Security Instrument or any Other Security Document to the payment of the
following items in any order in its sole 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, this Security Instrument and the
Other Security Documents, including without limitation advances made by Lender
pursuant to the terms of this Security Instrument;

         (k)     surrender the Policies maintained pursuant to Article 3 hereof,
collect the unearned Insurance Premiums and apply such sums as a credit on the
Debt in such priority and proportion as Lender in its discretion shall deem
proper, and in connection therewith, Borrower hereby appoints Lender as agent
and attorney-in-fact (which is coupled with an interest and is therefore
irrevocable) for Borrower to collect such Insurance Premiums;

         (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;

         (m)     proceed under this Security Instrument against all or any part
of the Individual Properties and/or all or any Property covered by this Security
Instrument or the other Security Documents in one or more parcels and in such
manner and order as Lender shall elect. Borrower hereby irrevocably waives and
releases, to the extent permitted by law, and whether or not hereafter enforced,
any right to have all or any part of the Individual Property covered by the
other Security Documents and/or all or any part of the Property covered by this
Security Instrument marshaled upon any foreclosure of this Security Instrument
and/or and one or more of the Other Security Documents or upon any other sale of
all or any part of the Individual Properties and/or the Property covered by this
Security Instrument; or

         (n)     pursue such other remedies as Lender may have under applicable
law.

In the event of a sale, by foreclosure, power of sale, or otherwise, of less
than all of the 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. Notwithstanding the provisions of this Section 11.1 to
the contrary, if any Event of Default as described in clause (i) or (ii) of
Subsection 10.1(f) shall occur, the entire unpaid Debt shall be automatically
due and payable, without any further notice, demand or other action by Lender.

         Section 11.2 Application of Proceeds. The purchase money, proceeds and
avails of any disposition of the Property, or any part thereof, or any other
sums collected by

                                      -41-
<PAGE>
Lender pursuant to the Note, this Security Instrument or the Other Security
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.

         Section 11.3 Right to Cure Defaults. Upon the occurrence of any Event
of Default or if Borrower fails to make any payment or to do any act as herein
provided, Lender may, but without any obligation to do so and without notice to
or demand on Borrower and without releasing Borrower from any obligation
hereunder, make or do the same in such manner and to such extent as Lender may
deem necessary to protect the security hereof. 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. The cost and expense of any cure
hereunder (including reasonable attorneys' fees to the extent permitted by law),
with interest as provided in this Section 11.3, 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 (as defined in the Note), 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 Security Documents and shall be immediately due and payable upon
demand by Lender therefor.

         Section 11.4 Actions and Proceedings. Lender has the right to appear
in and defend any action or proceeding brought with respect to the Property and,
after the occurrence and during the continuance of an Event of Default, 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 11.5 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 11.6 Examination of Books and Records. Lender, its agents,
accountants and attorneys shall have the right, upon prior written notice to
Borrower if no Event of Default exists, to examine and audit, during reasonable
business hours, the records, books, management and other papers of Borrower and
its affiliates or of any Guarantor or Indemnitor which pertain to their
financial condition or the income, expenses and operation of the Property, at
the Property, if Borrower or Guarantor maintain such records at the Property, or
at any office regularly maintained by Borrower, its affiliates or any Guarantor
or Indemnitor 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.

                                      -42-
<PAGE>
         Section 11.7 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, any Guarantor or any Indemnitor to take any
action to foreclose this Security Instrument or otherwise enforce any of the
provisions hereof or of the Note or the Other Security 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 Security 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 11.8 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 11.9 Violation of Laws. If the Property is not in compliance
with Applicable Laws, Lender may impose additional requirements upon Borrower in
connection herewith including, without limitation, monetary reserves or
financial equivalents.

         Section 11.10 Right of Entry. Lender and its agents shall have the
right to enter and inspect the Property at all reasonable times.

         Section 11.11 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,

                                      -43-
<PAGE>
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 Note and the Other Security Documents and the
performance and discharge of the Other Obligations.

                                   ARTICLE XII

                              ENVIRONMENTAL MATTERS

         Section 12.1 Environmental Representations and Warranties. Borrower
represents and warrants, based upon an environmental site assessment of the
Property and information that Borrower knows or should reasonably have known,
that: (a) there are no Hazardous Materials (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 (if such permits are required), if any, and (ii) either (A) in
amounts not in excess of that necessary to operate the Property or (B) fully
disclosed to and approved by Lender in writing pursuant to the written reports
resulting from the environmental site assessments of the Property delivered to
Lender (the "Environmental Report"); (b) there are no past, present or
threatened Releases (defined below) of Hazardous Materials in violation of any
Environmental Law and which would require remediation by a governmental
authority in, on, under or from the Property except as described in the
Environmental Report; (c) there is no threat of any Release of Hazardous
Materials migrating to the Property except as described in the Environmental
Report; (d) there is no past or present non-compliance with Environmental Laws,
or with permits issued pursuant thereto, in connection with the Property except
as described in the Environmental Report; (e) Borrower does not know of, and has
not received, any written or oral notice or other communication from any person
or entity (including but not limited to a governmental entity) relating to
Hazardous Materials in, on, under or from the Property; and (f) Borrower has
truthfully and fully provided to Lender, in writing, any and all information
relating to environmental conditions in, on, under or from the Property known to
Borrower or contained in Borrower's files and records, including but not limited
to any reports relating to Hazardous Materials in, on, under or migrating to 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, standards, policies and other
government directives or requirements, as well as common law, including but not
limited to the Comprehensive Environmental Response, Compensation and Liability
Act and the Resource Conservation and Recovery Act, that apply to Borrower or
the Property and relate to Hazardous Materials. "Hazardous Materials" shall mean
petroleum and petroleum products and compounds containing them, including
gasoline, diesel fuel and oil; explosives, flammable materials; radioactive
materials; polychlorinated biphenyls ("PCBs") and compounds containing them;
lead and lead-based paint; asbestos or asbestos-containing materials in any form
that is or could become friable; underground or above-ground storage tanks,
whether empty or containing any substance; any substance the presence of which
on the Property is prohibited by any federal, state or local authority; any
substance that requires special handling; and any other material or

                                      -44-
<PAGE>
substance now or in the future defined as a "hazardous substance," "hazardous
material," hazardous waste," toxic substance," "toxic pollutant," "contaminant,"
or "pollutant" within the meaning of any Environmental Law. "Release" of any
Hazardous Materials 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
Materials.

         Section 12.2 Environmental Covenants. Borrower covenants and agrees
that so long as Borrower owns, manages, is in possession of, or otherwise
controls the operation of the Property: (a) all uses and operations on or of the
Property, whether by Borrower or any other person or entity, shall be in
compliance with all Environmental Laws and permits issued pursuant thereto; (b)
there shall be no Releases of Hazardous Materials in, on, under or from the
Property, except in compliance with Environmental Laws; (c) there shall be no
Hazardous Materials in, on, or under the Property, except those that are both
(i) in compliance with all Environmental Laws and with permits issued pursuant
thereto, if and to the extent required, and (ii) (A) in amounts not in excess of
that necessary to operate the Property or (B) fully disclosed to and approved by
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 or entity (the
"Environmental Liens"); (e) Borrower shall, at its sole cost and expense, fully
and expeditiously cooperate in all activities pursuant to Section 12.3 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, upon Lender's reasonable
belief that the Property is not in full compliance with all Environmental Laws,
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 to (i) reasonably effectuate
remediation of any Hazardous Materials in, on, under or from the Property in
violation of Environmental Law; and (ii) comply with any Environmental Law; (h)
Borrower shall not allow any tenant or other user of the Property to violate any
Environmental Law; and (i) Borrower shall immediately notify Lender in writing
after it has become aware of (A) any presence or Release or threatened Releases
of Hazardous Materials in, on, under, from or migrating towards the Property;
(B) any non-compliance with any Environmental Laws related in any way to the
Property; (C) any actual or potential Environmental Lien; (D) any required or
proposed remediation of environmental conditions relating to the Property; and
(E) any written or oral notice or other communication of which Borrower becomes
aware from any source whatsoever (including but not limited to a governmental
entity) relating in any way to Hazardous Materials. Any failure of Borrower to
perform its obligations pursuant to this Section 12.2 shall constitute bad faith
waste with respect to the Property.

         Section 12.3 Lender's Rights. Lender and any other person or entity
designated by Lender, including but not limited to any representative of a
governmental entity, and any environmental consultant, and any receiver
appointed by any court of competent jurisdiction, 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

                                      -45-
<PAGE>
but not limited to conducting any environmental assessment or audit (the scope
of which shall be determined in Lender's sole discretion) and taking samples of
soil, groundwater or other water, air, or building materials, and conducting
other invasive testing. Borrower shall cooperate with and provide access to
Lender and any such person or entity designated by Lender.

         Section 12.4 Operations and Maintenance Programs. Where recommended by
the Environmental Report or as a result of any other environmental assessment or
audit of the Property, Borrower shall establish and comply with an operations
and maintenance program with respect to the Property, in form and substance
reasonably acceptable to Lender, prepared by an environmental consultant
reasonably acceptable to Lender, which program shall address any asbestos
containing material or lead based paint that may now or in the future be
detected at or on the Property. Without limiting the generality of the preceding
sentence, Lender may require (a) periodic notices or reports to Lender in form,
substance and at such intervals as Lender may specify, (b) an amendment to such
operations and maintenance program to address changing circumstances, laws or
other matters, (c) at Borrower's sole expense, supplemental examination of the
Property by consultants specified by Lender, (d) access to the Property by
Lender, its agents or servicer, to review and assess the environmental condition
of the Property and Borrower's compliance with any operations and maintenance
program, and (e) variation of the operations and maintenance program in response
to the reports provided by any such consultants.

                                  ARTICLE XIII

                                INDEMNIFICATIONS

         Section 13.1 General Indemnification. Borrower shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties (defined below) from and against any and all Losses (defined
below) 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 accident, injury to or death of persons or loss
of or damage to property occurring in, on or about the Property or any part
thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (b) 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; (c) performance of any
labor or services or the furnishing of any materials or other property in
respect of the Property or any part thereof; (d) any failure of the Property to
be in compliance with any Applicable Laws; (e) 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; or (f) the payment of
any commission, charge or brokerage fee to anyone which may be payable in
connection with the funding of the Loan evidenced by the Note and secured by
this Security Instrument, except, in each of the above cases, to the extent
arising out of the gross negligence or willful misconduct of the Indemnified
Parties. Any amounts payable to Lender by reason of the application of this
Section 13.1 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.

         The term "Losses" shall mean any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses,

                                      -46-
<PAGE>
costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards,
amounts paid in settlement of whatever kind or nature (including but not limited
to attorneys' fees and other costs of defense). The term "Indemnified Parties"
shall mean (a) Lender, (b) any prior owner or holder of the Note, (c) any
servicer or prior servicer of the Loan, (d) the officers, directors,
shareholders, partners, members, employees and trustees of any of the foregoing,
and (e) the heirs, legal representatives, successors and assigns of each of the
foregoing.

         Section 13.2 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 Security Documents.

         Section 13.3 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, any Indemnified Parties
may, in their sole discretion, engage their own attorneys and other
professionals to defend or assist them, and, at the option of Indemnified
Parties, their attorneys shall control the resolution of any claim or
proceeding. Upon demand, Borrower shall pay or, in the sole 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.

         Section 13.4 Environmental Indemnity. Simultaneously with this
Security Instrument, Borrower and any other person(s) or entity(ies) identified
therein (collectively, the "Indemnitors") have executed and delivered that
certain environmental indemnity agreement dated the date hereof to Lender (the
"Environmental Indemnity").

                                   ARTICLE XIV

                                     WAIVERS

         Section 14.1 Waiver of Counterclaim. 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 Note, any of the Other Security
Documents, or the Obligations.

         Section 14.2 Marshalling and Other Matters. 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 Laws.

                                      -47-
<PAGE>
         Section 14.3 Waiver of Notice. Borrower shall not be entitled to any
notices of any nature whatsoever from Lender except (a) with respect to matters
for which this Security Instrument specifically and expressly provides for the
giving of notice by Lender to Borrower and (b) with respect to matters for which
Lender is required by Applicable Laws 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 14.4 Waiver of Statute of Limitations. 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 14.5 Sole Discretion of Lender. Wherever pursuant to this
Security Instrument (a) Lender exercises any right given to it to approve or
disapprove, (b) any arrangement or term is to be satisfactory to Lender, or (c)
any other decision or determination is to be made by Lender, the decision of
Lender to approve or disapprove, all decisions that arrangements or terms are
satisfactory or not satisfactory and all other decisions and determinations made
by Lender, shall be in the sole discretion of Lender, except as may be otherwise
expressly and specifically provided herein.

         SECTION 14.6 WAIVER OF TRIAL BY JURY. BORROWER HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING
DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR
THE LOAN EVIDENCED BY THE NOTE, THE NOTE, THIS SECURITY INSTRUMENT OR THE OTHER
SECURITY DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES,
DIRECTORS OR AGENTS IN CONNECTION THEREWITH.

                                   ARTICLE XV

                                   EXCULPATION

         Section 15.1 Exculpation. The provisions of Article 11 of the Note are
hereby incorporated by reference to the fullest extent as if the text of such
Article were set forth in its entirety herein.

                                   ARTICLE XVI

                                     NOTICES

         Section 16.1 Notices. All notices or other written communications
hereunder shall be deemed to have been properly given (i) upon delivery, if
delivered in person or by facsimile transmission with receipt acknowledged by
the recipient thereof and confirmed by telephone by sender, (ii) one (1)
Business Day (defined below) after having been deposited for overnight delivery
with any reputable overnight courier service, or (iii) three (3) Business Days

                                      -48-
<PAGE>
after having been deposited in any post office or mail depository regularly
maintained by the U.S. Postal Service and sent by registered or certified mail,
postage prepaid, return receipt requested, addressed to Borrower or Lender, as
the case may be, at the addresses set forth on the first page of this Security
Instrument or addressed as such party may from time to time designate by written
notice to the other parties.

         Notices to Borrower shall be addressed to the attention of Director,
Asset Management, with a copy to Reed Smith LLP, 2500 One Liberty Place, 1650
Market Street, Philadelphia, Pennsylvania 19103-7301, Attention: Managing
Partner, Real Estate. Borrower's telephone number is (212) 492-1100 and
facsimile number is (212) 492-8922.

         Either party by notice to the other may designate additional or
different addresses for subsequent notices or communications.

         For purposes of this Subsection, "Business Day" shall mean a day on
which commercial banks are not authorized or required by law to close in New
York, New York.

                                  ARTICLE XVII

                                 APPLICABLE LAW

         Section 17.1  Choice of 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 SECURITY 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

                                      -49-
<PAGE>
OTHER JURISDICTION GOVERNS THIS SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS,
AND THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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

         GOLDFISH (DE) LP
         C/O W.P. CAREY & CO. LLC
         50 ROCKEFELLER PLAZA
         SECOND FLOOR
         NEW YORK, NY 10020

         WITH A COPY TO:

         REED SMITH LLP
         2500 ONE LIBERTY PLACE
         PHILADELPHIA, PA 19103
         ATTENTION: CHAIRMAN, REAL ESTATE 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 SUCH AGENT AT SUCH ADDRESS AND WRITTEN NOTICE OF SUCH 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

                                      -50-
<PAGE>
HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A
SUCCESSOR.

         Section 17.2 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 Laws.

                                 ARTICLE XVIII

                                SECONDARY MARKET

          Section 18.1 Transfer of Loan. Lender may, at any time, sell,
transfer or assign the Note, this Security Instrument and the Other Security
Documents, and any or all servicing rights with respect thereto, or grant
participations therein (the "Participations") or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in a rated or
unrated public offering or private placement (the "Securities"). Lender may
forward to each purchaser, transferee, assignee, servicer, participant, or
investor in such Participations or Securities (collectively, the "Investor") or
any Rating Agency rating such Securities, each prospective Investor, and any
organization maintaining databases on the underwriting and performance of
commercial mortgage loans, all documents and information which Lender now has
or may hereafter acquire relating to the Debt and to Borrower, any Guarantor,
any Indemnitor(s) and the Property, whether furnished by Borrower, any
Guarantor, any Indemnitor(s) or otherwise, as Lender determines necessary or
desirable. Borrower irrevocably waives any and all rights it may have under
Applicable Laws to prohibit such disclosure, including but not limited to any
right of privacy.

         Section 18.2 Cooperation. Borrower, any Guarantor and any Indemnitor
agree to cooperate with Lender in connection with any transfer made or any
Securities created pursuant to this Article XVIII, including, without
limitation, the taking, or refraining from taking, of such action as may be
necessary to satisfy all of the conditions of any Investor, the delivery of an
estoppel certificate required in accordance with Subsection 7.4(c) hereof and
such other documents as may be reasonably requested by Lender and the execution
of amendments to the Note, this Security Instrument and Other Security
Documents and Borrower's organizational documents as reasonably requested by
Lender. In the events this Lender shall have failed to transfer the Loan within
one year of the date hereof, Borrower shall deliver to Lender within 10 days
after request a revised survey certification or new survey certifying the
survey to the transferee of this Loan including any trustee in connection with
the issuance of securities. Borrower shall also furnish and Borrower, any
Guarantor and any Indemnitor consent to Lender furnishing to such Investors or
such prospective Investors or such Rating Agency any and all information
concerning the Property, the Leases, the financial condition of Borrower, any
Guarantor and any Indemnitor as may be requested by Lender, any Investor, any
prospective Investor or any Rating Agency in connection with any sale, transfer
or Participations or Securities.

                                      -51-
<PAGE>
                                  ARTICLE XIX

                                     COSTS

         Section 19.1 Performance at Borrower's Expense. Borrower acknowledges
and confirms that Lender shall impose certain administrative processing and/or
commitment fees in connection with (a) the extension, renewal, modification,
amendment and termination of the Loan, (b) the release or substitution of
collateral therefor, (c) obtaining certain consents, waivers and approvals with
respect to the Property, or (d) the review of any Lease or proposed Lease or
the preparation or review of any subordination, non-disturbance agreement (the
occurrence of any of the above shall be called an "Event"). Borrower further
acknowledges and confirms that it shall be responsible for the payment of all
costs of reappraisal of the Property or any part thereof, whether required by
law, regulation, Lender or any governmental or quasi-governmental authority.
Borrower hereby acknowledges and agrees to pay, immediately, with or without
demand, all such fees (as the same may be increased or decreased from time to
time), and any additional fees of a similar type or nature which may be imposed
by Lender from time to time, upon the occurrence of any Event or otherwise.
Wherever it is provided for herein that Borrower pay any costs and expenses,
such costs and expenses shall include, but not be limited to, all reasonable
legal fees and disbursements of Lender, whether with respect to retained firms,
the reimbursement for the expenses of in-house staff or otherwise.

         Section 19.2 Legal Fees for Enforcement. (a) Borrower shall pay all
reasonable legal fees incurred by Lender in connection with (i) the preparation
of the Note, this Security Instrument and the Other Security Documents and (ii)
the items set forth in Section 19.1 above, and (b) Borrower shall pay to Lender
on demand any and all expenses, including legal expenses and attorneys' fees,
incurred or paid by Lender in protecting its interest in the Property or in
collecting any amount payable hereunder or in enforcing its rights hereunder
with respect to the Property, whether or not any legal proceeding is commenced
hereunder or thereunder, together with interest thereon at the Default Rate
from the date paid or incurred by Lender until such expenses are paid by
Borrower.

                                   ARTICLE XX

                                  DEFINITIONS

         Section 20.1 General Definitions. 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 "person" shall include an individual,
corporation, partnership, limited liability company, trust, unincorporated
association, government, governmental authority, and any other entity, the word
"Property" shall include any portion of the Property and any interest therein,
and the phrases "attorneys' 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

                                      -52-
<PAGE>
incurred or paid by Lender in protecting its interest in the Property, the
Leases and the Rents and enforcing its rights hereunder.

         Section 20.2 Headings, etc. The headings and captions of various
Articles and 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.

                                  ARTICLE XXI

                            MISCELLANEOUS PROVISIONS

         Section 21.1 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 21.2 Liability. If Borrower consists of more than one person,
the obligations and liabilities of each such person hereunder shall be joint
and several. This Security Instrument shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns
forever.

         Section 21.3 Inapplicable Provisions. If any term, covenant or
condition of the Note or this Security Instrument is held to be invalid,
illegal or unenforceable in any respect, the Note and this Security Instrument
shall be construed without such provision.

         Section 21.4 Duplicate Originals; Counterparts. This Security
Instrument may be executed in any number of duplicate originals and each
duplicate original shall be deemed to be an original. This Security Instrument
may be executed in several counterparts, each of which counterparts shall be
deemed an original instrument and all of which together shall constitute a
single Security Instrument. The failure of any party hereto to execute this
Security Instrument, or any counterpart hereof, shall not relieve the other
signatories from their obligations hereunder.

         Section 21.5 Number and Gender. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns and pronouns shall include the
plural and vice versa.

         Section 21.6 Cross Default. An Event of Default under this Security
Instrument shall constitute an Event of Default under the Note and each of the
Other Security Documents and an Event of Default under the Note and/or any of
the Other Security Documents shall constitute an Event of Default under this
Security Instrument.

                                      -53-
<PAGE>
                                    PART II

                                  ARTICLE XXII

                           SPECIAL [STATE] PROVISIONS

         Section 22.1 Principles of Construction. In the event of any
inconsistencies between the terms and provisions of this Section 22 and the
terms and provision of the other Sections of this Security Instrument, the
terms and provisions of this Section 22 shall govern and control.

         Section 22.2 Maturity Date. The maturity date of the Debt secured
hereby is December 1, 2011.

         Section 22.3 Future Advances. This Security Instrument is given to
secure not only the existing Debt, but also such future advances, whether such
advances are obligatory or are to be made at the option of Lender or the holder
hereof, or otherwise as are made within twenty (20) years from the date hereof,
to the same extent as if such future advances were made on the date of the
execution of this Security Instrument. The total amount of Debt that may be so
secured by this Security Instrument may be increased or decreased from time to
time, but the total unpaid balance so secured at any one time shall not exceed
twice the face amount of the Note, plus interest thereon, and any disbursements
made under this Security Instrument for the payment of impositions, taxes,
assessments, levies, insurance, or otherwise with interest on such
disbursements at the rate set forth in the Note, plus any increases in the
principal balance as the result of negative amortization or deferred interest,
if any. It is agreed that any additional sum or sums advanced by Lender
pursuant to the terms hereof shall be equally secured with and have the same
priority as the original Debt and shall be subject to all of the terms,
provisions and conditions of this Security Instrument, whether or not such
additional loans or advances are evidenced by other promissory notes or other
guaranties of Borrower and whether or not identified by a recital that it or
they are secured by this Security Instrument. It is further agreed that any
additional promissory note or guaranty or promissory notes or guaranties
executed and delivered pursuant to this paragraph shall automatically be deemed
to be included in the term "Note" wherever it appears in the context of this
Security Instrument. Without the prior written consent of Lender, which Lender
may grant or withhold in its sole discretion, Borrower shall not file for
record any notice limiting the maximum principal amount that may be secured by
this Security Instrument to a sum less than the maximum principal amount set
forth in this paragraph.

                         [NO FURTHER TEXT ON THIS PAGE]

                                      -54-
<PAGE>
         IN WITNESS WHEREOF, Borrower has executed this Security Instrument
under seal as of the day and year first above written.

                                                  BORROWER:

Witnessed:                                        GOLDFISH (DE) LP,
                                                  a Delaware limited partnership

____________________________
Print name:                                       By:   Catfish (DE) QRS 14-79,
                                                        Inc. a Delaware
                                                        corporation, its general
                                                        partner
____________________________
Print name:
                                                      By:  _____________________
                                                      Name:
                                                      Title:
<PAGE>
STATE OF       )

               )ss:

COUNTY OF      )

         The foregoing instrument was acknowledged before me this _____ day of
November, 2001 by ___________________________, ____________________ of
___________________, a ________________ limited liability company, on behalf of
the company. He/she is personally known to me or has produced
________________________ as identification.

                    ___________________________________________________________

                                           NOTARY PUBLIC

                    ___________________________________________________________

                     (Print, Type or Stamp Commissioned Name of Notary Public)

                                      -2-
<PAGE>
                                   EXHIBIT A

                               Legal Description
<PAGE>
                                   EXHIBIT B

                              W.P. CAREY & CO. LLC
                                GOLDFISH (DE) LP
                                    [__________]
                             _____________________
                             _____________________

                             MSMC LOAN NO. 01-09970
                             GMAC LOAN NO. ________

                             RENT ROLL CERTIFICATION

<TABLE>
<CAPTION>
                                                       CURRENT
                            SQUARE       LEASE       MONTHLY RENT       CURRENT        CURRENT ANNUAL     CURRENT ANNUAL
TENANT                       FEET      EXPIRATION        PSF          MONTHLY RENT           PSF               RENT
<S>                         <C>        <C>           <C>              <C>              <C>                <C>
[PETSMART]                                                 $               $                  $                  $

TOTAL FOR PROPERTY                                         $               $                  $                  $
</TABLE>
<PAGE>
                                   EXHIBIT C

                              W.P. CAREY & CO. LLC
                                GOLDFISH (DE) LP
                                   [PETSMART]
                              ____________________
                              ____________________

                             MSMC LOAN NO. 01-09970
                             GMAC LOAN NO. ________

                    MONTHLY OPERATING STATEMENT CERTIFICATION

<TABLE>
<S>                                                                       <C>
INCOME
Current Base Rent for Period                                                $
Reimbursements                                                              $
Other                                                                       $

Total Income

OPERATING EXPENSES
(None-NNN bond-type lease. Tenant is responsible)                           $
Total Operating Expenses                                                    $

Net Operating Income                                                      $
                                                                          =====
</TABLE>
<PAGE>
                                   EXHIBIT D

                              W.P. CAREY & CO. LLC
                                GOLDFISH (DE) LP
                                   [PETSMART]
                              ____________________
                              ____________________

                             MSMC LOAN NO. 01-09970
                             GMAC LOAN NO. ________

                  QUARTERLY OPERATING STATEMENT CERTIFICATION

<TABLE>
<S>                                                                       <C>
INCOME
Current Base Rent for Period                                                $
Reimbursements                                                              $
Other                                                                       $

Total Income

OPERATING EXPENSES
(None-NNN bond-type lease. Tenant is responsible)                           $
Total Operating Expenses                                                    $

Net Operating Income                                                      $
                                                                          =====
</TABLE>
<PAGE>
                                   EXHIBIT E

                              W.P. CAREY & CO. LLC
                                GOLDFISH (DE) LP
                                   [PETSMART]
                              ____________________
                              ____________________

                             MSMC LOAN NO. 01-09724
                            GMAC LOAN NO. _________

                    ANNUAL OPERATING STATEMENT CERTIFICATION

<TABLE>
<S>                                                                       <C>
INCOME
Current Base Rent for Period                                                $
Reimbursements                                                              $
Other                                                                       $

Total Income

OPERATING EXPENSES
(None-NNN bond-type lease. Tenant is responsible)                           $
Total Operating Expenses                                                    $

Net Operating Income                                                      $
                                                                          =====
</TABLE>
<PAGE>
                                   EXHIBIT F

                              W.P. CAREY & CO. LLC
                                GOLDFISH (DE) LP
                                   [PETSMART]
                              ____________________
                              ____________________

                             MSMC LOAN NO. 01-09970
                            GMAC LOAN NO. _________

                          BALANCE SHEET CERTIFICATION

<TABLE>
<S>                                                                                    <C>         <C>
ASSETS

CURRENT ASSETS:
         Cash                                                                          $
         Restricted Deposits (TI/LC Reserve Account)                                   $
         Tenant Receivables                                                            $
         Prepaid Expenses                                                              $
         Other                                                                         $

Total Current Assets                                                                                 $

FIXED ASSETS:
         Building & Improvements (at total acquisition cost)                           $
         Furniture & Equipment                                                         $
         Other                                                                         $
Total Fixed Assets                                                                                   $

TOTAL ASSETS                                                                                       $
                                                                                                   =====

LIABILITIES

CURRENT LIABILITIES:
         Restricted Deposits (TI/LC Reserve Account)                                   $
         Other Current Liabilities                                                     $

Total Current Liabilities                                                                            $

LONG-TERM LIABILITIES:
         Outstanding Loan Balance                                                      $
         Other                                                                         $

TOTAL LONG-TERM LIABILITIES                                                                        $
                                                                                                   =====

NET WORTH                                                                                          $
                                                                                                   =====
</TABLE>
<PAGE>
                                   EXHIBIT G

                    (ATTACH FORM OF ANNUAL OPERATING BUDGET)
<PAGE>
                                   EXHIBIT H

This Mortgage and Security Agreement is part of an out-of-state loan transaction
which only partially secures the loan. This Mortgage encumbers the Florida
collateral, and separate mortgages are being executed and delivered by Mortgagor
to secure the out-of-state loan. The Florida collateral is located in Broward,
Palm Beach, Leon and Seminole Counties. Thus, four (4) separate mortgages (the
"Florida Mortgages") are being executed and delivered by Mortgagor for
simultaneous recording in the various Florida counties described above. The
total indebtedness secured by this Mortgage equals $29,875,000.00, as evidenced
by that certain Promissory Note in the original principal amount of
$29,875,000.00 (the "Note"). The Note was made, executed and delivered outside
the State of Florida. The aggregate value of the Florida property encumbered by
the Florida Mortgages equals $14,300,000.00. The value of all other property
securing the loan and located outside the State of Florida equals
$54,700,000.00. Thus, the total value of all property securing the loan equals
$69,000,000.00. The property encumbered by the Florida Mortgages and located in
Florida represents 20.8% percent of the total value of all property securing the
loan. In accordance with Florida Statutes, Section 201.08, and Florida
Administrative Code, Rule 4.053 (32) (c), documentary stamp tax is computed
based upon the greater of the percentage of indebtedness which the value of the
mortgaged property located in Florida bears to the total value of all mortgaged
property (which, in this case, equals $6,214,000.00), or the aggregate value of
the Florida collateral (which, in this case, equals $14,300,000.00).
Accordingly, documentary stamp tax in the amount of $50,050.00 (based upon the
value of the Florida collateral) is due upon the recording of this Mortgage in
the Public Records of _____________ County, Florida. Pursuant to Chapter 199,
Florida Statutes, nonrecurring intangible personal property tax is computed
based upon the just value of the indebtedness secured by Florida property,
which, in this case, equals $12,428.00 [$29,875,000.00 x ($14,300,000.00
[DIVIDED] $69,000,000.00)]. Thus, non--recurring intangible personal property
tax in the amount of $12,428.00 is due and payable upon recording of this
Mortgage in ____________ County, Florida.

                                      -2-