<PAGE>
                                                                   Exhibit 10.16


                          CLEAR (NY) L.P., as mortgagor
                                                         (Borrower)
                                       to
                     LEHMAN BROTHERS BANK, FSB, as mortgagee
                                                           (Lender)


                                  MORTGAGE AND
                               SECURITY AGREEMENT


                        Dated:    As of December 12, 2002
                        Location: 220 West 42nd Street
                                  New York, New York
                        County:   New York
                        Block:    1013


                        Lot:      42

                        PREPARED BY AND UPON RECORDATION
                        RETURN TO:


                        Messrs. Thacher Proffitt & Wood
                        11 West 42nd Street
                        New York, New York  10036
                        Attention: Mitchell G. Williams, Esq.
                        File No.:  16248-00536

                        Title No.: TA#02(01)1381
<PAGE>
      THIS MORTGAGE AND SECURITY AGREEMENT (this "Security Instrument") is made
as of the __ day of December, 2002 by CLEAR (NY) L.P., a Delaware limited
partnership, having its principal place of business at 50 Rockefeller Plaza, 2nd
Floor, New York, New York 10020, as mortgagor ("Borrower") to LEHMAN BROTHERS
BANK, FSB, a federal stock savings bank, having an address at 1000 West Street,
Suite 200, Wilmington, Delaware 19801, as mortgagee ("Lender").

                                    RECITALS:

      This Security Instrument is given to secure a loan (the "Loan") in the
principal sum of EIGHTY-FIVE MILLION AND 00/100 DOLLARS ($85,000,000.00) made
pursuant to that certain Loan Agreement, dated as of the date hereof, between
Borrower and Lender (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the "Loan Agreement") and
evidenced by that certain Promissory Note, dated the date hereof, made by
Borrower in favor of Lender (such Promissory Note, together with all extensions,
renewals, replacements, restatements, amendments, supplements, severances or
modifications thereof being hereinafter referred to as the "Note").

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

      This Security Instrument is given pursuant to the Loan Agreement, and
payment, fulfillment, and performance by Borrower of its obligations thereunder
and under the other Loan Documents are secured hereby, and each and every term
and provision of the Loan Agreement, the Note, and that certain Assignment of
Leases and Rents dated the date hereof made by Borrower in favor of Lender
delivered in connection with this Security Instrument (as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time, the "Assignment of Leases"), including the rights, remedies, obligations,
covenants, conditions, agreements, indemnities, representations and warranties
of the parties therein, are hereby incorporated by reference herein as though
set forth in full and shall be considered a part of this Security Instrument
(the Loan Agreement, the Note, this Security Instrument, the Assignment of
Leases and all other documents evidencing or securing the Debt (including all
additional mortgages, deeds to secure debt and assignments of leases and rents)
or executed or delivered in connection therewith, are hereinafter referred to
collectively as the "Loan Documents"). All capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Loan Agreement.

                         ARTICLE 1 - GRANTS OF SECURITY

      SECTION 1.1 PROPERTY MORTGAGED. Borrower does hereby irrevocably mortgage,
grant, bargain, sell, pledge, assign, warrant, transfer and convey to and grant
a security interest to Lender and its successors and assigns 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");
<PAGE>
      (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, 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, sub-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 Title 11 U.S.C.A. Section 101 et seq.
and the regulations adopted and promulgated thereto (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, the Clear Channel Guaranty (as defined in the
Loan Agreement), 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, payments in connection with any termination, cancellation or
surrender of any Lease,


                                       2
<PAGE>
revenues, issues and profits (including all oil and gas or other mineral
royalties and bonuses) from the Land and/or the Improvements whether paid or
accruing before or after the filing by or against Borrower of any petition for
relief under the Bankruptcy Code and all proceeds from the sale or other
disposition of the Leases (the "Rents") and the right to receive and apply the
Rents to the payment of the Debt;

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

      (h) 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;

      (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 happening of any default hereunder, 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;

      (n) Accounts. All Accounts, Account Collateral, reserves, escrows and
deposit accounts maintained by Borrower with respect to the Property including,
without limitation, the Lockbox Account and the Property Account, and all
complete securities, investments, property and financial assets held therein
from time to time and all proceeds, products, distributions or dividends or
substitutions thereon and thereof;


                                       3
<PAGE>
      (o) Causes of Action. All causes of action and claims (including, without
limitation, all causes of action or claims arising in tort, by contract, by
fraud or by concealment of material fact) against any Person for damages or
injury to the Property or in connection with any transactions financed in whole
or in part by the proceeds of the Loan ("Cause of Action"); and

      (p) Other Rights. Any and all other rights of Borrower in and to the items
set forth in Subsections (a) through (o) 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, Section 9.1(h) and the Loan Agreement, Lender grants to Borrower a
revocable license to collect and receive the Rents. Borrower shall hold the
Rents, or a portion thereof sufficient to discharge all current sums due on the
Debt, for use in the payment of such sums.

      Section 1.3 SECURITY AGREEMENT. This Security Instrument is both a real
property 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, (as herein
defined) a security interest in the Personal Property, the Accounts, and the
Account Collateral to the full extent that the Personal Property, the Accounts
and the Account Collateral may be subject to the Uniform Commercial Code.

      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 Reserve Funds, the Accounts, Net Proceeds and Awards,
as additional security for the Obligations until expended or applied as provided
in the Loan Agreement or this Security Instrument.

                               CONDITIONS TO GRANT

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

      PROVIDED, HOWEVER, these presents are upon the express condition that, if
Borrower shall well and truly pay to Lender the Debt at the time and in the
manner provided in the Note and this Security Instrument, shall well and truly
perform the Other Obligations (as herein defined) 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, in the Note and in the Loan Agreement,
these presents and the estate hereby granted shall cease, terminate and be void.

                    ARTICLE 2 - DEBT AND OBLIGATIONS SECURED

      Section 2.1 DEBT. This Security Instrument and the grants, assignments and
transfers made in Article 1 are given for the purpose of securing the Debt,
including without limitation,


                                       4
<PAGE>
      (a) the payment of the indebtedness evidenced by the Note in lawful money
of the United States of America;

      (b) the payment of interest, default interest, late charges and other
sums, as provided in the Note, the Loan Agreement, this Security Instrument or
the other Loan Documents;

      (c) Yield Maintenance Premium, if any;

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

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

      (f) the payment of all sums advanced and costs and expenses incurred by
Lender in connection with the Debt or any part thereof, any modification,
amendment, 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 following (the "Other Obligations"):

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

      (b) the performance of each obligation of Borrower contained in any other
agreement given by Borrower to Lender which is for the purpose of further
securing the obligations secured hereby, and any renewals, extensions,
substitutions, replacements, amendments, modifications and changes thereto; and

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

                         ARTICLE 3 - BORROWER COVENANTS

      Borrower covenants and agrees that:

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


                                       5
<PAGE>
      Section 3.2 INCORPORATION BY REFERENCE. All the covenants, conditions and
agreements contained in the Loan Agreement, the Note and all and any of the
other Loan Documents, are hereby made a part of this Security Instrument to the
same extent and with the same force as if fully set forth herein.

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

      Section 3.4 PAYMENT OF TAXES, ETC. Borrower shall promptly pay all Taxes
and Other Charges in accordance with the terms of the Loan Agreement.

      Section 3.5 MAINTENANCE AND USE OF PROPERTY. Borrower shall cause the
Property to be maintained in a good and safe condition and repair in accordance
with the terms of the Loan Agreement. Subject to the terms of the Loan
Agreement, the Improvements and the Personal Property shall not be removed,
demolished or materially altered or expanded (except for normal replacement of
the Personal Property) without the consent of Lender, which consent shall not be
unreasonably withheld, conditional or delayed. Subject to the terms of the Loan
Agreement, Borrower shall promptly repair, replace or rebuild any part of the
Property which may be destroyed by any Casualty, or become damaged, worn or
dilapidated or which may be affected by any Condemnation and shall complete and
pay for any structure at any time in the process of construction or repair on
the Land. Subject to the terms of the Loan Agreement, 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. 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 3.6 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 3.7 PAYMENT FOR LABOR AND MATERIALS. Subject to the terms of the
Loan Agreement, Borrower will promptly pay when due all bills and costs for
labor, materials, and specifically fabricated materials incurred in connection
with the Property and, subject to the terms of the Loan Agreement, 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 subject to the terms of the Loan Agreement, in any event never permit to be
created or exist in respect of the Property or any part thereof any other or
additional lien or security interest other than the liens or security interests
hereof, except for the Permitted Encumbrances.


                                       6
<PAGE>
      Section 3.8 PERFORMANCE OF OTHER AGREEMENTS. Borrower shall observe and
perform each and every term to be observed or performed by Borrower pursuant to
the terms of the Loan Agreement, any other Loan Documents and any agreement or
recorded instrument affecting or pertaining to the Property, or given by
Borrower to Lender for the purpose of further securing the Obligations and any
amendments, modifications or changes thereto.

      Section 3.9 CHANGE OF NAME, IDENTITY OR STRUCTURE. Except as may be
permitted under the Loan Agreement, Borrower will not change Borrower's name,
identity (including its trade name or names) or corporate, partnership or other
structure without first obtaining the prior written consent of Lender. Borrower
shall execute and deliver to Lender, prior to or contemporaneously with the
effective date of any such change, any financing statement or financing
statement change required by Lender to establish or maintain the validity,
perfection and priority of the security interest granted herein. At the request
of Lender, Borrower shall execute a certificate in form satisfactory to Lender
listing the trade names under which Borrower intends to operate the Property,
and representing and warranting that Borrower does business under no other trade
name with respect to the Property.

      Section 3.10 PROPERTY USE. The Property shall be used only for an office
building, retail and restaurant and any ancillary uses relating thereto each as
permitted by the certificate of occupancy and for no other uses without the
prior written consent of Lender, which consent may be withheld in Lender's sole
and absolute discretion.

                   ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

      Borrower represents and warrants to Lender that:

      Section 4.1 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 a 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 the Permitted
Encumbrances. The Permitted Encumbrances do not and will not materially
adversely affect or interfere with the value, or materially adversely affect or
interfere with the current use or operation, of the Property, or the security
intended to be provided by this Security Instrument or the ability of Borrower
to repay the Note or any other amount owing under the Note, this Security
Instrument, the Loan Agreement, or the other Loan Documents or to perform its
obligations thereunder in accordance with the terms of the Loan Agreement, the
Note, this Security Instrument or the other Loan Documents. To the best of
Borrower's knowledge, this Security Instrument, when properly recorded in the
appropriate records, together with the Assignment of Leases and any Uniform
Commercial Code financing statements required to be filed in connection
therewith, will create (i) a valid, perfected first priority lien on the
Property, subject only to Permitted Encumbrances and (ii) perfected security
interests in and to, and perfected collateral assignments of, all personalty
(including the Leases), all in accordance with the terms thereof, subject only
to Permitted Encumbrances. To the best of Borrower's knowledge, the Assignment
of Leases, when properly recorded in the appropriate records, creates a valid
first priority assignment of, or a valid first priority security interest in,
certain rights under the related Leases, subject only to a license granted to
Borrower to exercise certain rights and to perform certain obligations of the
lessor under such Leases, including the right to


                                       7
<PAGE>
operate the Property. No Person other than Borrower owns any interest in any
payments due under such Leases that is superior to or of equal priority with the
Lender's interest therein. 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.

                     ARTICLE 5 - OBLIGATIONS AND RELIANCES

      Section 5.1 RELATIONSHIP OF BORROWER AND LENDER. The relationship between
Borrower and Lender is solely that of debtor and creditor, and Lender has no
fiduciary or other special relationship with Borrower, and no term or condition
of any of the Loan Agreement, the Note, this Security Instrument and the other
Loan Documents shall be construed so as to deem the relationship between
Borrower and Lender to be other than that of debtor and creditor.

      Section 5.2 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 5.3 NO LENDER OBLIGATIONS. (a) Notwithstanding the provisions of
Section 1.1(f), (l) and (m) or Section 1.2, Lender is not undertaking the
performance of (i) any obligations under the Leases; or (ii) any obligations
with respect to such agreements, contracts, certificates, instruments,
franchises, permits, trademarks, licenses and other documents.

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

      Section 5.4 RELIANCE. Borrower recognizes and acknowledges that in
accepting the Note, the Loan Agreement, this Security Instrument and the other
Loan Documents, (i) Lender is expressly and primarily relying on the truth and
accuracy of the warranties and representations set forth in Article 4 of the
Loan Agreement and Articles 3 and 4 hereof without any obligation to investigate
the Property and notwithstanding any investigation of the Property by Lender;
(ii) that such reliance existed on the part of Lender prior to the date hereof;
(iii) that the warranties and representations are a material inducement to
Lender in accepting the Note, the Loan Agreement, this Security Instrument and
the other Loan 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 4 of the Loan Agreement and Articles 3
and 4 hereof.


                                       8
<PAGE>
                         ARTICLE 6 - FURTHER ASSURANCES

      Section 6.1 RECORDING OF SECURITY INSTRUMENT, ETC. Borrower forthwith upon
the execution and delivery of this Security Instrument and thereafter, from time
to time, will cause this Security Instrument and any of the other Loan Documents
creating a lien or security interest or evidencing the lien hereof upon the
Property and each instrument of further assurance to be filed, registered or
recorded in such manner and in such places as may be required by any present or
future law in order to publish notice of and fully to protect and perfect the
lien or security interest hereof upon, and the interest of Lender in, the
Property. Borrower will pay all taxes, filing, registration or recording fees,
and all expenses incident to the preparation, execution, acknowledgment and/or
recording of the Note, the Loan Agreement, this Security Instrument, the other
Loan Documents, 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, the
other Loan Documents, or any instrument of further assurance, and any
modification or amendment of the foregoing documents, except where prohibited by
law so to do.

      Section 6.2 FURTHER ACTS, ETC. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, deeds of trust, 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 deeded, 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 Legal Requirements. Borrower, on demand, will execute and
deliver and hereby authorizes Lender, following ten (10) days' written notice to
Borrower, to execute in the name of Borrower or without the signature of
Borrower to the extent Lender may lawfully do so, one or more financing
statements, chattel mortgages or other instruments, to evidence more effectively
the security interest of Lender in the Property or any Collateral. Borrower
grants to Lender an irrevocable power of attorney coupled with an interest for
the purpose of exercising and perfecting any and all rights and remedies
available to Lender at law and in equity, including without limitation such
rights and remedies available to Lender pursuant to this Section 6.2.

      Section 6.3 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, (exclusively any income taxes of
Lender) 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


                                       9
<PAGE>
ninety (90) days to declare the Debt immediately due and payable without any
prepayment premium.

      (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 ninety
(90) days, to declare the Debt immediately due and payable without any
prepayment premium.

      (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, the Loan Agreement, this Security Instrument, or any of the
other Loan Documents or impose any other tax or charge on the same, Borrower
will pay for the same, upon written request from Lender, with interest and
penalties thereon, if any.

      Section 6.4 REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an
officer of Lender as to the loss, theft, destruction or mutilation of the Note
or any other Loan Document which is not of public record, and, in the case of
any such mutilation, upon surrender and cancellation of such Note or other Loan
Documents, Borrower will issue, in lieu thereof, a replacement Note or other
Loan Documents, dated the date of such lost, stolen, destroyed or mutilated Note
or other Loan Documents in the same principal amount thereof and substantially
similar in form and substance to the Note or any other Loan Document, as
applicable.

      Section 6.5 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, upon 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. 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 6.6 LEGAL FEES FOR ENFORCEMENT. (a) Borrower shall pay all
reasonable legal fees incurred by Lender in connection with the preparation of
the Loan Agreement, the Note, this Security Instrument and the other Loan
Documents and (b) Borrower shall pay to Lender on demand any and all expenses,
including reasonable legal expenses and attorneys' fees, incurred or paid by
Lender in protecting its interest in the Property or in collecting any amount


                                       10
<PAGE>
payable hereunder or in enforcing its rights hereunder with respect to the
Property (including commencing any foreclosure action), 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 7 - DUE ON SALE/ENCUMBRANCE

      Section 7.1 LENDER RELIANCE. Borrower acknowledges that Lender has
examined and relied on the experience of Borrower and its partners, members,
principals and (if Borrower is a trust) beneficial owners in owning and
operating properties such as the Property in agreeing to make the Loan, and will
continue to rely on Borrower's ownership of the Property as a means of
maintaining the value of the Property as security for repayment of the Debt and
the performance of the Other Obligations. Borrower acknowledges that Lender has
a valid interest in maintaining the value of the Property so as to ensure that,
should Borrower default in the repayment of the Debt or the performance of the
Other Obligations, Lender can recover the Debt by a sale of the Property.

      Section 7.2 NO SALE/ENCUMBRANCE. Neither Borrower nor any Restricted Party
shall Transfer the Property or any part thereof or any interest therein or
permit or suffer the Property or any part thereof or any interest therein to be
Transferred other than as expressly permitted pursuant to the terms of the Loan
Agreement.

                             ARTICLE 8 - PREPAYMENT

      Section 8.1 PREPAYMENT. The Debt may not be prepaid in whole or in part
except in accordance with the express terms and conditions of the Loan
Agreement.

                        ARTICLE 9 - RIGHTS AND REMEDIES

      Section 9.1 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;


                                       11
<PAGE>
      (d) sell for cash or upon credit the Property or any part thereof and all
estate, claim, demand, right, title and interest of Borrower therein and rights
of redemption thereof, pursuant to power of sale or otherwise, at one or more
sales, 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 Section 9.4 of the Loan Agreement,
institute an action, suit or proceeding in equity for the specific performance
of any covenant, condition or agreement contained herein, in the Note, the Loan
Agreement, or in the other Loan Documents;

      (f) subject to the provisions of Section 9.4 of the Loan Agreement,
recover judgment on the Note either before, during or after any proceedings for
the enforcement of this Security Instrument or the other Loan Documents;

      (g) apply for the appointment of a receiver, trustee, liquidator or
conservator of the Property, without notice and without regard for the adequacy
of the security for the Debt and without regard for the solvency of Borrower,
any Guarantor 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 hereof shall automatically be revoked and Lender may enter into or
upon the Property, either personally or by its agents, nominees or attorneys and
dispossess Borrower and its agents and servants therefrom, without liability for
trespass, damages or otherwise and exclude Borrower and its agents or servants
wholly therefrom, and take possession of all books, records and accounts
relating thereto and Borrower agrees to surrender possession of the Property and
of such books, records and accounts to Lender upon demand, and thereupon Lender
may (i) use, operate, manage, control, insure, maintain, repair, restore and
otherwise deal with all and every part of the Property and conduct business
thereon; (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
Premiums 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 any Collateral
(including, without limitation, the Personal


                                       12
<PAGE>
Property) or any part thereof, and to take such other measures as Lender may
deem necessary for the care, protection and preservation of the Collateral
(including without limitation, the Personal Property), and (ii) request Borrower
at its expense to assemble the Collateral, including without limitation, 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 Collateral, including without limitation, the
Personal Property, sent to Borrower in accordance with the provisions hereof at
least five (5) business days prior to such action, shall constitute commercially
reasonable notice to Borrower;

      (j) apply any sums then deposited in the Accounts and any other sums held
in escrow or otherwise by Lender in accordance with the terms of this Security
Instrument, the Loan Agreement, or any other Loan Documents 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; or

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

      (k) surrender the Policies, 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) foreclose by power of sale or otherwise and apply the proceeds of any
recovery to the Debt in accordance with Section 9.2 or to any deficiency under
this Security Instrument;

      (n) subject to the provisions of Section 9.4 of the Loan Agreement,
exercise all rights and remedies under any Causes of Action, whether before or
after any sale of the Property by foreclosure, power of sale, or otherwise and
apply the proceeds of any recovery to the Debt in accordance with Section 9.2 or
to any deficiency under this Security Instrument; or

      (o) pursue such other remedies as Lender may have under Applicable Law.


                                       13
<PAGE>
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.

      Section 9.2 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 Lender pursuant to the Note, this Security Instrument, the
Loan Agreement, or the other Loan Documents, may be applied by Lender to the
payment of the Debt in such priority and proportions as Lender in its discretion
shall deem proper.

      Section 9.3 RIGHT TO CURE DEFAULTS. Upon the occurrence of any Default or
Event of Default 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. Subject to the rights
of tenants under the Leases, 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 below, 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 Default or Event of Default shall bear interest at the Default
Rate for the period after notice from Lender that such cost or expense was
incurred to the date of payment to Lender and shall be deemed to constitute a
portion of the Debt and be secured by this Security Instrument and the other
Loan Documents and shall be immediately due and payable upon demand by Lender
therefor.

      Section 9.4 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 9.5 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 9.6 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 to take any action to foreclose this Security Instrument or
otherwise enforce any of the provisions hereof or of the Note or the other Loan
Documents, (ii) the release, regardless of consideration, of the whole or any
part of the Property, or of any person liable for the Debt or any portion
thereof, or (iii) any agreement or stipulation by Lender extending the time of
payment or otherwise modifying or supplementing


                                       14
<PAGE>
the terms of the Note, the Loan Agreement, this Security Instrument or the other
Loan Documents.

      (b) It is agreed that the risk of loss or damage to the Property is on
Borrower, and Lender shall have no liability whatsoever for decline in value of
the Property, for failure to maintain the Policies, or for failure to determine
whether insurance in force is adequate as to the amount of risks insured.
Possession by Lender shall not be deemed an election of judicial relief, if any
such possession is requested or obtained, with respect to the Property or any
other 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 9.7 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 9.8 VIOLATION OF LAWS. If the Property is not in compliance with
Legal Requirements, Lender may impose additional requirements upon Borrower in
connection herewith including, without limitation, monetary reserves or
financial equivalents.

      Section 9.9 RIGHT OF ENTRY. Subject to the terms of the Loan Agreement,
Lender and its agents shall have the right to enter and inspect the Property at
all reasonable times.

      Section 9.10 SUBROGATION. If any or all of the proceeds of the Note have
been used to extinguish, extend or renew any indebtedness heretofore existing
against the Property, then, to the extent of the funds so used, Lender shall be
subrogated to all of the rights, claims, liens, titles, and interests existing
against the Property heretofore held by, or in favor of, the holder of such
indebtedness and such former rights, claims, liens, titles, and interests, if
any, are not waived but rather are continued in full force and effect in favor
of Lender and are merged with the lien and security interest created herein as
cumulative security for the repayment of the Debt, and the performance and
discharge of the Obligations.


                                       15
<PAGE>
                         ARTICLE 10 - INDEMNIFICATIONS

      Section 10.1 GENERAL INDEMNIFICATION. Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and against any and all Losses imposed upon or incurred by or
asserted against any Indemnified Parties and directly or indirectly arising out
of or in any way relating to any one or more of the following: (a) 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 Legal Requirements; (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 solely 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 10.1 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.

      Section 10.2 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 Loan Agreement, the Note or any other Loan
Document.

      Section 10.3 ENVIRONMENTAL INDEMNITY. Simultaneously with this Security
Instrument, Borrower and Indemnitor have executed and delivered the
Environmental Indemnity.

                              ARTICLE 11 - WAIVERS

      Section 11.1 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, the Loan Agreement, any of
the other Loan Documents, or the Obligations.

      Section 11.2 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 Person


                                       16
<PAGE>
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
Legal Requirements.

      Section 11.3 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, the Loan Agreement or any other Loan
Document, 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 any
Applicable Law to give notice, and Borrower hereby expressly waives the right to
receive any notice from Lender with respect to any matter for which this
Security Instrument does not specifically and expressly provide for the giving
of notice by Lender to Borrower.

      Section 11.4 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 11.5 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 and absolute discretion of Lender, except as may be
otherwise expressly and specifically provided herein or in any of the other Loan
Documents.

                            ARTICLE 12 - EXCULPATION

      Section 12.1 EXCULPATION. Notwithstanding anything to the contrary
contained in this Security Instrument, the liability of Borrower to pay the Debt
and for the performance of the other agreements, covenants and obligations
contained herein and in the Note, the Loan Agreement and the other Loan
Documents shall be limited as set forth in Section 9.4 of the Loan Agreement.

                    ARTICLE 13 - SUBMISSION TO JURISDICTION

      Section 13.1 SUBMISSION TO JURISDICTION. With respect to any claim or
action arising hereunder or under the Note or the other Loan Documents, Borrower
(a) irrevocably submits to the nonexclusive jurisdiction of the courts of the
State of New York and the United States District Court located in the Borough of
Manhattan in New York, New York, and appellate courts from any thereof, and (b)
irrevocably waives any objection which it may have at any time to the laying on
venue of any suit, action or proceeding arising out of or relating to this
Security Instrument brought in any such court, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum. Nothing in this Security Instrument will be deemed to
preclude Lender from bringing an action or proceeding with respect hereto in any
other jurisdiction.


                                       17
<PAGE>
                          ARTICLE 14 - APPLICABLE LAW

      Section 14.1 CHOICE OF LAW. THIS SECURITY INSTRUMENT SHALL BE DEEMED TO BE
A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL
IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, PROVIDED HOWEVER, THAT WITH RESPECT TO THE
CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIEN OF THIS SECURITY
INSTRUMENT, AND THE DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE
WHERE THE PROPERTY IS LOCATED SHALL APPLY.

      Section 14.2 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 Legal Requirements.

                            ARTICLE 15 - DEFINITIONS

      Section 15.1 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 "Property" shall include any portion of the
Property and any interest therein, and the phrases "legal fees", "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 incurred or paid by
Lender in protecting its interest in the Property, the Leases and the Rents and
enforcing its rights hereunder.

      Section 15.2 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 16 - MISCELLANEOUS PROVISIONS

      Section 16.1 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 16.2 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


                                       18
<PAGE>
shall be binding upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns forever.

      Section 16.3 INAPPLICABLE PROVISIONS. If any term, covenant or condition
of this Security Instrument or any other Loan Document, is held to be invalid,
illegal or unenforceable in any respect, the Note and this Security Instrument
or the other Loan Documents, as the case may be, shall be construed without such
provision.

      Section 16.4 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 16.5 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 16.6 NOTICE. All notices required or permitted under this Security
Instrument shall be given and be effective in accordance with Section 10.6 of
the Loan Agreement.

                       ARTICLE 17 - INTENTIONALLY OMITTED

                     ARTICLE 18 - STATE SPECIFIC PROVISIONS

      Section 18.1 INCONSISTENCIES. In the event of any inconsistencies between
the terms and conditions of this Article 18 and the other provisions of this
Security Instrument or the other Loan Documents, the terms and conditions of
this Article 18 shall control and be binding.

      Section 18.2 TRUST FUND. Pursuant to Section 13 of the New York Lien Law,
Borrower shall receive the advances secured hereby and shall hold the right to
receive the advances as a trust fund to be applied first for the purpose of
paying the cost of any improvement and shall apply the advances first to the
payment of the cost of any such improvement on the Property before using any
part of the total of the same for any other purpose.

      Section 18.3 COMMERCIAL PROPERTY. Borrower represents that this Security
Instrument does not encumber real property principally improved or to be
improved by one or more structures containing in the aggregate not more than six
residential dwelling units, each having its own separate cooking facilities.

      Section 18.4 INSURANCE. The provisions of subsection 4 of Section 254 of
the New York Real Property Law covering the insurance of buildings against loss
by fire shall not apply to this Security Instrument. In the event of any
conflict, inconsistency or ambiguity between the provisions of Section 6.1 of
the Loan Agreement and the provisions of subsection 4 of Section 254 of the New
York Real Property Law covering the insurance of buildings against loss by fire,
the provisions of Section 6.1 of the Loan Agreement shall control.


                                       19
<PAGE>
      Section 18.5 LEASES. Lender shall have all of the rights against lessees
of the Property set forth in Section 291-f of the Real Property Law of New York.

      Section 18.6 STATUTORY CONSTRUCTION. The clauses and covenants contained
in this Security Instrument that are construed by Section 254 of the New York
Real Property Law shall be construed as provided in Section 254. The additional
clauses and covenants contained in this Security Instrument shall afford rights
supplemental to and not exclusive of the rights conferred by the clauses and
covenants construed by Section 254 and shall not impair, modify, alter or defeat
such rights, notwithstanding that such additional clauses and covenants may
relate to the same subject matter or provide for different or additional rights
in the same or similar contingencies as the clauses and covenants construed by
Section 254. The rights of Lender arising under the clauses and covenants
contained in this Security Instrument shall be separate, distinct and cumulative
and none of them shall be in 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, anything herein or otherwise to the contrary
notwithstanding. In the event of any inconsistencies between the provisions of
Section 254 and the provisions of this Security Instrument, the provisions of
the Security Instrument shall prevail.

      Section 18.7 MAXIMUM PRINCIPAL AMOUNT SECURED. Notwithstanding anything
contained herein to the contrary, the maximum amount of principal indebtedness
secured by this Security Instrument at the time of execution hereof or which
under any contingency may become secured by this Security Instrument at any time
hereafter is $85,000,000.00 plus (a) Taxes; (b) Insurance Premiums; and (c)
expenses incurred in upholding the lien of the New Security Instrument,
including, but not limited to, (i) the expenses of any litigation to prosecute
or defend the rights and lien created by this Security Instrument; (ii) any
amount, cost or charges to which Lender becomes subrogated upon payment, whether
under recognized principles of law or equity or under express statutory
authority and (iii) interest at the Default Rate (or regular interest rate).

      Section 18.8 NON-JUDICIAL FORECLOSURE. In addition to any other remedy
available to Lender under Article 8 of this Security Instrument or otherwise,
upon the occurrence of an Event of Default Lender shall have the right to sell
the Property pursuant to Article 14 of the New York Real Property Actions and
Proceedings Law.

                         [NO FURTHER TEXT ON THIS PAGE]


                                       20
<PAGE>
      IN WITNESS WHEREOF, THIS SECURITY INSTRUMENT has been executed by Borrower
the day and year first above written.

                                         CLEAR (NY) L.P., a Delaware limited
                                         partnership

                                         By:   Clear (NY) QRS 15-20, Inc., a
                                               Delaware corporation, its
                                               general partner

                                               By:  __________________________
                                                    Name:
                                                    Title:
<PAGE>
                                 ACKNOWLEDGMENTS

STATE OF ____________         )
                              ss:
COUNTY OF ___________         )

      On this ____ day of December, in the year 2002, before me, the
undersigned, personally appeared _______________________________, personally
known to me on the basis of satisfactory evidence to be the individual(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument.


                                          _________________________________
                                          Notary Public
<PAGE>
                                    EXHIBIT A

                              (Description of Land)