PREPARED BY AND WHEN RECORDED RETURN TO:

Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, New York 10281
Attention:  John M. Zizzo, Esq.

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

                                                                  EXHIBIT 10.116


                         WTM GLIMCHER, LLC, as borrower
                                               (Grantor)

                                       to

                   CHICAGO TITLE INSURANCE COMPANY, as trustee
                                                      (Trustee)


                               for the benefit of

                  MORGAN STANLEY CREDIT CORPORATION, as grantee
                                                       (Grantee)

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

                                DEED OF TRUST AND
                               SECURITY AGREEMENT

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


                           Dated:       May 25, 2006

                           Location:    Weberstown Mall
                                        Stockton, California

                           County:      San Joaquin


--------------------------------------------------------------------------------
THIS DOCUMENT SECURES A PROMISSORY NOTE WHICH CONTAINS PROVISIONS FOR
ADJUSTMENTS IN THE INTEREST RATE AND PAYMENT AMOUNTS AND/OR A BALLOON PAYMENT.
THIS INSTRUMENT CONSTITUTES A SECURITY AGREEMENT AS THAT TERM IS DEFINED IN THE
CALIFORNIA UNIFORM COMMERCIAL CODE. PORTIONS OF THE COLLATERAL ARE GOODS THAT
ARE OR ARE TO BECOME FIXTURES ON THE LAND DESCRIBED IN EXHIBIT A HERETO. THIS
INSTRUMENT IS INTENDED TO SERVE AS A FIXTURE FILING AND IS TO BE RECORDED IN THE
REAL ESTATE RECORDS OF EACH COUNTY IN WHICH SAID LAND OR ANY PORTION THEREOF IS
LOCATED AND INDEXED AS A DEED OF TRUST AND A FIXTURE FILING. BORROWER IS THE
OWNER OF THE INTEREST IN EXHIBIT A HERETO.
--------------------------------------------------------------------------------

<PAGE>

                      DEED OF TRUST AND SECURITY AGREEMENT

     THIS DEED OF TRUST AND SECURITY AGREEMENT (this "Security Instrument") is
made as of this 25th day of May, 2006, by WTM GLIMCHER, LLC, a Delaware limited
liability company, having its principal place of business at 150 East Gay
Street, Columbus, Ohio 43215, as grantor ("Borrower") to CHICAGO TITLE INSURANCE
COMPANY, a California corporation, having an address at 3663 Arch Road, Suite F,
Stockton, California 95215 as trustee ("Trustee"), for the benefit of MORGAN
STANLEY CREDIT CORPORATION a Delaware corporation, having an address at 2500
Lake Cook Road, Riverwoods, Illinois 60015, as beneficiary ("Lender").

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

     WHEREAS, this Security Instrument is given to secure a loan (the "Loan") in
the principal sum of SIXTY MILLION AND NO/100 DOLLARS ($60,000,000.00) or so
much thereof as may be advanced pursuant to that certain Loan Agreement dated as
of the date hereof between Borrower and Lender (as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time, the
"Loan Agreement") and evidenced by those certain Promissory Notes dated the date
hereof made by Borrower to Lender (such Notes, together with all extensions,
renewals, replacements, restatements or modifications thereof being hereinafter
collectively referred to as the "Note"); and

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

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

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

<PAGE>

                         Article 1 - GRANTS OF SECURITY

     SECTION 1.1 PROPERTY CONVEYED. Borrower does hereby irrevocably grant,
bargain, sell, pledge, assign, warrant, transfer and convey to Trustee and its
successors and assigns, in trust, with Power of Sale for the benefit of Lender
as beneficiary in trust, the following property, rights, interests and estates
now owned, or hereafter acquired by Borrower (collectively, the "Property"):

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

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

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

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

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

     (f) Fixtures. All Equipment now owned, or the ownership of which is
hereafter acquired, by Borrower which is so related to the Land and Improvements
forming part of the Property that it is deemed fixtures or real property under
the law of the particular state in which the Equipment is located, including,
without limitation, all building or construction materials intended for


                                      -2-
<PAGE>

construction, reconstruction, alteration or repair of or installation on the
Property, construction equipment, appliances, machinery, plant equipment,
fittings, apparatuses, fixtures and other items now or hereafter attached to,
installed in or used in connection with (temporarily or permanently) any of the
Improvements or the Land, including, but not limited to, engines, devices for
the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems,
fire extinguishing apparatuses and equipment, heating, ventilating, plumbing,
laundry, incinerating, electrical, air conditioning and air cooling equipment
and systems, gas and electric machinery, appurtenances and equipment, pollution
control equipment, security systems, disposals, dishwashers, refrigerators and
ranges, recreational equipment and facilities of all kinds, and water, gas,
electrical, storm and sanitary sewer facilities, utility lines and equipment
(whether owned individually or jointly with others, and, if owned jointly, to
the extent of Borrower's interest therein) and all other utilities whether or
not situated in easements, all water tanks, water supply, water power sites,
fuel stations, fuel tanks, fuel supply, and all other structures, together with
all accessions, appurtenances, additions, replacements, betterments and
substitutions for any of the foregoing and the proceeds thereof (collectively,
the "Fixtures"). Notwithstanding the foregoing, "Fixtures" shall not include any
property which tenants are entitled to remove pursuant to leases except to the
extent that Borrower shall have any right or interest therein;

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

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

     (i) Condemnation Awards. All awards or payments, including interest
thereon, which may heretofore and hereafter be made with respect to the


                                      -3-
<PAGE>

Property, whether from the exercise of the right of eminent domain (including
but not limited to any transfer made in lieu of or in anticipation of the
exercise of the right), or for a change of grade, or for any other injury to or
decrease in the value of the Property;

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

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

     (l) 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;

     (m) 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;

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

     (o) Accounts. All reserves, escrows and deposit accounts maintained by
Borrower with respect to the Property, including, without limitation, all
accounts established or maintained pursuant to the Cash Management Agreement and
the Clearing Account under the Clearing Account Agreement; together with all
deposits or wire transfers made to such accounts and all cash, checks, drafts,
certificates, securities, investment property, financial assets, instruments and
other property held therein from time to time and all proceeds, products,
distributions or dividends or substitutions thereon and thereof;

     (p) Proceeds. All proceeds of any of the foregoing, including, without
limitation, proceeds of insurance and condemnation awards, whether cash,
liquidation or other claims or otherwise;

     (q) REA. All of Borrower's right, title and interest in and to that certain
Declaration of Establishment of Restrictions and Covenants Affecting Land
Agreement made as of April 2, 1963, by and among Charles M. Weber as Trustee of
the Charles M. Weber, Jr. Trust, Charles M. Weber as Trustee for the John
Frederick Weber Trust, Weberstown Corporation, a California corporation, Weber
Enterprises, Inc., a California corporation, The Perzy Corporation, a California
corporation, The Sinnott Corporation, a California corporation, The Suendermann


                                      -4-
<PAGE>

Corporation, a California corporation, Broadway-Hale Stores, Inc., a Delaware
corporation and Sears, Roebuck and Co., a New York corporation and recorded May
16, 1963 in Book 2690, Page 540, as amended by various amendments as provided
and recited in Sixth Amendment to Declaration of Establishment of Restrictions
and Covenants Affecting Land, dated February 3, 1997 and recorded March 6, 1997
as Document No. 97023582, and as further amended by Supplemental Agreement,
dated February 3, 1997 by and between Weberstown Shopping Center and Center
Properties as Developers and Condev West, Inc., a Memorandum of which was
recorded March 6, 1997 as Document No. 97023581, all of Official Records of San
Joaquin County, California., and any amendments, assignments and/or supplemental
agreements relating thereto (collectively, the "REA"); and

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


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

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

     SECTION 1.3 SECURITY AGREEMENT. This Security Instrument is both a real
property deed of trust and a "security agreement" within the meaning of the
Uniform Commercial Code. The Property includes both real and personal property
and all other rights and interests, whether tangible or intangible in nature, of
Borrower in the Property. By executing and delivering this Security Instrument,
Borrower hereby grants to Lender, as security for the Obligations (hereinafter
defined), a security interest in the Fixtures, the Equipment, the Personal
Property and other property constituting the Property to the full extent that
the Fixtures, the Equipment, the Personal Property and such other property may
be subject to the Uniform Commercial Code (said portion of the Property so
subject to the Uniform Commercial Code being called the "Collateral"). If an
Event of Default shall occur and be continuing, Lender, in addition to any other
rights and remedies which it may have, shall have and may exercise immediately
and without demand, any and all rights and remedies granted to a secured party
upon default under the Uniform Commercial Code, including, without limiting the
generality of the foregoing, the right to take possession of the Collateral or


                                      -5-
<PAGE>

any part thereof, and to take such other measures as Lender may deem necessary
for the care, protection and preservation of the Collateral. Upon request or
demand of Lender after the occurrence and during the continuance of an Event of
Default, Borrower shall, at its expense, assemble the Collateral and make it
available to Lender at a convenient place (at the Land if tangible property)
reasonably acceptable to Lender. Borrower shall pay to Lender on demand any and
all expenses, including reasonable legal expenses and attorneys' fees, incurred
or paid by Lender in protecting its interest in the Collateral and in enforcing
its rights hereunder with respect to the Collateral after the occurrence and
during the continuance of an Event of Default. Any notice of sale, disposition
or other intended action by Lender with respect to the Collateral sent to
Borrower in accordance with the provisions hereof at least ten (10) business
days prior to such action, shall, except as otherwise provided by applicable
law, constitute reasonable notice to Borrower. The proceeds of any disposition
of the Collateral, or any part thereof, may, except as otherwise required by
applicable law, be applied by Lender to the payment of the Debt in such priority
and proportions as Lender in its discretion shall deem proper. The principal
place of business of Borrower (Debtor) is as set forth on page one hereof and
the address of Lender (Secured Party) is as set forth on page one hereof.

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

     SECTION 1.5 PLEDGES OF MONIES HELD. Borrower hereby pledges to Lender any
and all monies now or hereafter held by Lender or on behalf of Lender in
connection with the Loan, including, without limitation, any sums deposited in
the Accounts (as defined in the Cash Management Agreement), any sums deposited
in the Clearing Account, and Net Proceeds, as additional security for the
Obligations until expended or applied as provided in this Security Instrument,
the Cash Management Agreement, the Clearing Account Agreement, or the Loan
Agreement.

                               CONDITIONS TO GRANT

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

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

     PROVIDED, HOWEVER, these presents are upon the express condition that, if
Borrower shall well and truly pay to Lender the Debt at the time and in the
manner provided in the Note, the Loan Agreement and this Security Instrument,
shall well and truly perform the Other Obligations as set forth in this Security
Instrument and shall well and truly abide by and comply with each and every


                                      -6-
<PAGE>

covenant and condition set forth herein and in the Note, the Loan Agreement and
the other Loan Documents, these presents and the estate hereby granted shall
cease, terminate and be void; provided, however, that Borrower's obligation to
indemnify and hold harmless Lender pursuant to the provisions hereof shall
survive any such payment or release.

                    Article 2 - DEBT AND OBLIGATIONS SECURED

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

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

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

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

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

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

                         Article 3 - BORROWER COVENANTS

     Borrower covenants and agrees that:

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

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

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

     SECTION 3.4 MAINTENANCE OF PROPERTY. Borrower shall cause the Property to
be maintained in a good and safe condition and repair. The Improvements, the
Fixtures, the Equipment and the Personal Property shall not be removed,


                                      -7-
<PAGE>

demolished or materially altered (except for normal replacement of the Fixtures,
the Equipment or the Personal Property, tenant finish and refurbishment of the
Improvements) without the consent of Lender. Borrower shall promptly repair,
replace or rebuild any part of the Property which may be destroyed by any
Casualty, or become damaged, worn or dilapidated 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.

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

     SECTION 3.6 PAYMENT FOR LABOR AND MATERIALS. (a) Borrower will promptly pay
when due all bills and costs for labor, materials, and specifically fabricated
materials ("Labor and Material Costs") incurred in connection with the Property
and not permit to exist beyond the due date thereof in respect of the Property
or any part thereof any lien or security interest, even though inferior to the
liens and the security interests hereof, and in any event not permit to be
created or exist in respect of the Property or any part thereof any other or
additional lien or security interest other than the liens or security interests
hereof except for the Permitted Encumbrances.

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

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


                                      -8-
<PAGE>

     SECTION 3.8 CHANGE OF NAME, IDENTITY OR STRUCTURE. Borrower shall not
change Borrower's name, identity (including its trade name or names) or, if not
an individual, Borrower's corporate, partnership or other structure without
first (a) notifying Lender of such change in writing at least thirty (30) days
prior to the effective date of such change, (b) taking all action required by
Lender for the purpose of perfecting or protecting the lien and security
interest of Lender and (c) in the case of a change in Borrower's structure,
without first obtaining the prior written consent of Lender. Borrower shall
promptly notify Lender in writing of any change in its organizational
identification number. If Borrower does not now have an organizational
identification number and later obtains one, Borrower shall promptly notify
Lender in writing of such organizational identification number. Borrower shall
execute and deliver to Lender, prior to or contemporaneously with the effective
date of any such change, any financing statement or financing statement change
required by Lender to establish or maintain the validity, perfection and
priority of the security interest granted herein. At the request of Lender,
Borrower shall execute a certificate in form satisfactory to Lender listing the
trade names under which Borrower intends to operate the Property, and
representing and warranting that Borrower does business under no other trade
name with respect to the Property.

                     Article 4 - OBLIGATIONS AND RELIANCES

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

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

     SECTION 4.3 NO LENDER OBLIGATIONS. (a) Notwithstanding the provisions of
Subsections 1.1(h) and (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


                                      -9-
<PAGE>

sufficiency, the legality or effectiveness of same, and such acceptance or
approval thereof shall not constitute any warranty or affirmation with respect
thereto by Lender.

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

                         Article 5 - FURTHER ASSURANCES

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

     SECTION 5.2 FURTHER ACTS, ETC. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, deeds of trust, assignments, notices of
assignments, transfers and assurances as Lender shall, from time to time,
reasonably require, for the better assuring, conveying, assigning, transferring,
and confirming unto Lender the property and rights hereby deeded, granted,
bargained, sold, conveyed, confirmed, pledged, assigned, warranted and
transferred or intended now or hereafter so to be, or which Borrower may be or
may hereafter become bound to convey or assign to Lender, or for carrying out
the intention or facilitating the performance of the terms of this Security
Instrument or for filing, registering or recording this Security Instrument, or
for complying with all Legal Requirements. Borrower, on demand, will execute and
deliver, and in the event it shall fail to so execute and deliver, hereby
authorizes Lender to execute in the name of Borrower or without the signature of
Borrower to the extent Lender may lawfully do so, one or more financing
statements (including, without limitation, initial financing statements and
amendments thereto and continuation statements) with or without the signature of


                                      -10-
<PAGE>

Borrower as authorized by applicable law, to evidence more effectively the
security interest of Lender in the Property. Borrower also ratifies its
authorization for Lender to have filed any like initial financing statements,
amendments thereto and continuation statements, if filed prior to the date of
this Security Instrument. Borrower grants to Lender an irrevocable power of
attorney coupled with an interest for the purpose of exercising and perfecting
any and all rights and remedies available to Lender at law and in equity,
including without limitation such rights and remedies available to Lender
pursuant to this Section 5.2. To the extent not prohibited by applicable law,
Borrower hereby ratifies all acts Lender has lawfully done in the past or shall
lawfully do or cause to be done in the future by virtue of such power of
attorney. Nothing contained in this Section 5.2 shall be deemed to create an
obligation on the part of Borrower to pay any costs and expenses incurred by
Lender in connection with the Securitization or other sale or Transfer of the
Loan.

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

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

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

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


                                      -11-
<PAGE>

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

                      Article 6 - DUE ON SALE/ENCUMBRANCE

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

     SECTION 6.2 NO TRANSFER. Borrower shall not permit or suffer any Transfer
to occur, unless specifically permitted by Article 8 or Section 11.29 of the
Loan Agreement or unless Lender shall consent thereto in writing.

     SECTION 6.3 TRANSFER DEFINED. As used in this Article 6 "Transfer" shall
mean any voluntary or involuntary sale, conveyance, mortgage, grant, bargain,
encumbrance, pledge, assignment, or transfer of: (a) all or any part of the
Property or any estate or interest therein including, but not be limited to, (i)
an installment sales agreement wherein Borrower agrees to sell the Property or
any part thereof for a price to be paid in installments, (ii) an agreement by
Borrower leasing all or a substantial part of the Property for other than actual
occupancy by a space tenant thereunder and its affiliates or (iii) 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; or (b)
any ownership interest in (i) Borrower or (ii) any indemnitor or guarantor of
any Obligations or (iii) any corporation, partnership, limited liability
company, trust or other entity owning, directly or indirectly, any interest in
Borrower or any indemnitor or guarantor of any Obligations.

     SECTION 6.4 LENDER'S RIGHTS. Without obligating Lender to grant any
required consent under Section 6.2 hereof which Lender may grant or withhold in
its sole discretion, Lender reserves the right to condition the consent required
hereunder upon (a) a modification of the terms hereof and of the Loan Agreement,
the Note or the other Loan Documents; (b) an assumption of the Loan Agreement,
the Note, this Security Instrument and the other Loan Documents as so modified
by the proposed transferee, subject to the provisions of Section 11.22 of the
Loan Agreement; (c) payment of all of Lender's reasonable expenses incurred in
connection with such transfer; (d) the confirmation in writing by the applicable
Rating Agencies that the proposed Transfer will not, in and of itself, result in
a downgrade, qualification or withdrawal of the initial, or, if higher, then
current ratings assigned in connection with any Securitization; (e) the delivery


                                      -12-
<PAGE>

of a nonconsolidation opinion reflecting the proposed Transfer satisfactory in
form and substance to Lender; (f) the proposed transferee's continued compliance
with the representations and covenants set forth in Section 3.1.24 and 4.2.11 of
the Loan Agreement; (g) the delivery of evidence satisfactory to Lender that the
single purpose nature and bankruptcy remoteness of Borrower, its shareholders,
partners or members, as the case may be, following such Transfers are in
accordance with the standards of the Rating Agencies; (h) the proposed
transferee's ability to satisfy Lender's then-current underwriting standards; or
(i) such other conditions as Lender shall determine in its reasonable discretion
to be in the interest of Lender, including, without limitation, the
creditworthiness, reputation and qualifications of the transferee with respect
to the Loan and the Property. Lender shall not be required to demonstrate any
actual impairment of its security or any increased risk of default hereunder in
order to declare the Debt immediately due and payable upon a Transfer without
Lender's consent. This provision shall apply to every Transfer, other than any
Transfer permitted pursuant to the Loan Agreement, regardless of whether
voluntary or not, or whether or not Lender has consented to any previous
Transfer.

                  Article 7 - RIGHTS AND REMEDIES UPON DEFAULT

     SECTION 7.1 REMEDIES. Upon the occurrence and during the continuance of any
Event of Default, Borrower agrees that Lender or Trustee, or both, 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 or Trustee may determine, in
their sole discretion, without impairing or otherwise affecting the other rights
and remedies of Lender or Trustee:

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

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

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

     (d) sell for cash or upon credit the Property or any part thereof and all
estate, claim, demand, right, title and interest of Borrower therein and rights
of redemption thereof, pursuant to power of sale or otherwise, at one or more
sales, as an entirety or in parcels, at such time and place, upon such terms and
after such notice thereof, all as may be required or permitted by law; and,
without limiting the foregoing:

          (i) In connection with any sale or sales hereunder, Lender or the
     Trustee shall be entitled to elect to treat any of the Property which


                                      -13-
<PAGE>

     consists of a right in action or which is property that can be severed from
     the Real Property covered hereby or any improvements without causing
     structural damage thereto as if the same were personal property, and
     dispose of the same in accordance with applicable law, separate and apart
     from the sale of Real Property. Where the Property consists of Real
     Property, Personal Property, Equipment or Fixtures, whether or not such
     Personal Property or Equipment is located on or within the Real Property,
     Lender and/or the Trustee shall be entitled to elect to exercise its rights
     and remedies against any or all of the Real Property, Personal Property,
     Equipment and Fixtures in such order and manner as is now or hereafter
     permitted by applicable law;

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

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

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


                                      -14-
<PAGE>

     paid in full. In the event Lender or the Trustee elects to dispose of the
     Property through more than one sale, except as otherwise provided by
     applicable law, Borrower agrees to pay the costs and expenses of each such
     sale and of any judicial proceedings wherein such sale may be made;

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

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

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

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

     (i) exercise any and all rights and remedies granted to a secured party
upon default under the Uniform Commercial Code, including, without limiting the
generality of the foregoing: (i) the right to take possession of the Fixtures,
the Equipment and the Personal Property, or any part thereof, and to take such
other measures as Lender may deem necessary for the care, protection and


                                      -15-
<PAGE>

preservation of the Fixtures, the Equipment and the Personal Property, and (ii)
request Borrower at its expense to assemble the Fixtures, the Equipment and the
Personal Property and make it available to Lender at a convenient place
acceptable to Lender. Any notice of sale, disposition or other intended action
by Lender with respect to the Fixtures, the Equipment and/or 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 or held in escrow or otherwise by or on
behalf of Lender in accordance with the terms of the Loan Agreement, this
Security Instrument or any other Loan Document to the payment of the following
items in any order in its uncontrolled discretion:

          (i) Taxes and Other Charges;

          (ii) Insurance Premiums;

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

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

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

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

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

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

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

     SECTION 7.3 RIGHT TO CURE DEFAULTS. Upon the occurrence and during the
continuance of any Event of Default, Lender may remedy such Event of Default in
such manner and to such extent as Lender may deem necessary to protect the
security hereof, but without any obligation to do so and without notice to or
demand on Borrower, and without releasing Borrower from any obligation
hereunder. Lender is authorized to enter upon the Property for such purposes, or
appear in, defend, or bring any action or proceeding to protect its interest in


                                      -16-
<PAGE>

the Property or to foreclose this Security Instrument or collect the Debt, and
the cost and expense thereof (including reasonable attorneys' fees to the extent
permitted by law), with interest as provided in this Section 7.3, shall
constitute a portion of the Debt and shall be due and payable to Lender upon
demand. All such costs and expenses incurred by Lender in remedying such Event
of Default or such failed payment or act or in appearing in, defending, or
bringing any such action or proceeding shall bear interest at the Default Rate,
for the period after notice from Lender that such cost or expense was incurred
to the date of payment to Lender. All such costs and expenses incurred by Lender
together with interest thereon calculated at the Default Rate shall be deemed to
constitute a portion of the Debt and be secured by this Security Instrument and
the other Loan Documents and shall be immediately due and payable upon demand by
Lender therefor.

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

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

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

     SECTION 7.7 OTHER RIGHTS, ETC. (a) The failure of Lender or Trustee 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 or
Trustee to comply with any request of Borrower or any guarantor or indemnitor
with respect to the Loan to take any action to foreclose this Security
Instrument or otherwise enforce any of the provisions hereof or of the Note or
the other Loan Documents, (ii) the release, regardless of consideration, of the
whole or any part of the Property, or of any person liable for the Debt or any
portion thereof, or (iii) any agreement or stipulation by Lender extending the
time of payment or otherwise modifying or supplementing the terms of the Note,
this Security Instrument or the other Loan Documents.


                                      -17-
<PAGE>

     (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 or Trustee may take action to recover the Debt, or any portion thereof,
or to enforce any covenant hereof without prejudice to the right of Lender or
Trustee thereafter to foreclose this Security Instrument. The rights of Lender
or Trustee under this Security Instrument shall be separate, distinct and
cumulative and none shall be given effect to the exclusion of the others. No act
of Lender or Trustee shall be construed as an election to proceed under any one
provision herein to the exclusion of any other provision. Neither Lender nor
Trustee shall be limited exclusively to the rights and remedies herein stated
but shall be entitled to every right and remedy now or hereafter afforded at law
or in equity.

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

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

     SECTION 7.10 RECOURSE AND CHOICE OF REMEDIES. Notwithstanding any other
provision of this Security Instrument or the Loan Agreement, including, without
limitation, Section 11.22 of the Loan Agreement, Lender and other Indemnified
Parties (as hereinafter defined) are entitled to enforce the obligations of
Borrower, any guarantor and indemnitor contained in Sections 9.2 and 9.3 herein
and Section 9.2 of the Loan Agreement without first resorting to or exhausting
any security or collateral and without first having recourse to the Note or any
of the Property, through foreclosure, exercise of a power of sale or acceptance
of a deed in lieu of foreclosure or otherwise, and in the event Lender commences
a foreclosure action against the Property, or otherwise causes Trustee to
exercise the power of sale pursuant to this Security Instrument, Lender is
entitled to pursue a deficiency judgment with respect to such obligations
against Borrower and any guarantor or indemnitor with respect to the Loan. The
provisions of Sections 9.2 and 9.3 herein and Section 9.2 of the Loan Agreement


                                      -18-
<PAGE>

are exceptions to any non-recourse or exculpation provisions in the Loan
Agreement, the Note, this Security Instrument or the other Loan Documents, and
Borrower and any guarantor or indemnitor with respect to the Loan are fully and
personally liable for the obligations pursuant to Sections 9.2 and 9.3 herein
and Section 9.2 of the Loan Agreement. The liability of Borrower and any
guarantor or indemnitor with respect to the Loan pursuant to Sections 9.2 and
9.3 herein and Section 9.2 of the Loan Agreement is not limited to the original
principal amount of the Note. Notwithstanding the foregoing, nothing herein
shall inhibit or prevent Lender or Trustee from foreclosing or exercising a
power of sale pursuant to this Security Instrument or exercising any other
rights and remedies pursuant to the Loan Agreement, the Note, this Security
Instrument and the other Loan Documents, whether simultaneously with foreclosure
proceedings or in any other sequence. A separate action or actions may be
brought and prosecuted against Borrower pursuant to Sections 9.2 and 9.3 herein
and Section 9.2 of the Loan Agreement, whether or not action is brought against
any other Person or whether or not any other Person is joined in the action or
actions. In addition, Lender shall have the right but not the obligation to join
and participate in, as a party if it so elects, any administrative or judicial
proceedings or actions initiated in connection with any matter addressed in the
Environmental Indemnity.

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

                       Article 8 - INTENTIONALLY OMITTED

                          Article 9 - INDEMNIFICATION

     SECTION 9.1 GENERAL INDEMNIFICATION. Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and against any and all claims, suits, liabilities (including,
without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, diminutions in value, fines, penalties,
charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive
damages, foreseeable and unforeseeable consequential damages, of whatever kind
or nature (including but not limited to reasonable attorneys' fees and other
costs of defense) (collectively, the "Losses") imposed upon or incurred by or
asserted against any Indemnified Parties and directly or indirectly arising out
of or in any way relating to any one or more of the following: (a) ownership of
this Security Instrument, the Property or any interest therein or receipt of any
Rents; (b) any amendment to, or restructuring of, the Debt, and the Note, the
Loan Agreement, this Security Instrument, or any other Loan Documents; (c) any
and all lawful action that may be taken by Lender in connection with the
enforcement of the provisions of this Security Instrument or the Loan Agreement
or the Note or any of the other Loan Documents, whether or not suit is filed in
connection with same, or in connection with Borrower, any guarantor or
indemnitor and/or any partner, joint venturer or shareholder thereof becoming a
party to a voluntary or involuntary federal or state bankruptcy, insolvency or
similar proceeding; (d) any accident, injury to or death of persons or loss of
or damage to property occurring in, on or about the Property or any part thereof
or on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (e) any use, nonuse or condition in, on or about the
Property or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent parking areas, streets or ways; (f) any failure on the part
of Borrower to perform or be in compliance with any of the terms of this
Security Instrument; (g) performance of any labor or services or the furnishing
of any materials or other property in respect of the Property or any part
thereof; (h) the failure of any person to file timely with the Internal Revenue
Service an accurate Form 1099-B, Statement for Recipients of Proceeds from Real


                                      -19-
<PAGE>

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

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

     SECTION 9.3 ERISA INDEMNIFICATION. Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and against any and all Losses (including, without limitation,
reasonable attorneys' fees and costs incurred in the investigation, defense, and
settlement of Losses incurred in correcting any prohibited transaction or in the
sale of a prohibited loan, and in obtaining any individual prohibited
transaction exemption under ERISA that may be required, in Lender's sole
discretion) that Lender may incur, directly or indirectly, as a result of a
default under Sections 3.1.8 or 4.2.11 of the Loan Agreement.


                                      -20-
<PAGE>

     SECTION 9.4 INTENTIONALLY OMITTED

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

                              Article 10 - WAIVERS

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

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

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

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


                                      -21-
<PAGE>

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

                            Article 11 - EXCULPATION

     The provisions of Section 11.22 of the Loan Agreement are hereby
incorporated by reference into this Security Instrument to the same extent and
with the same force as if fully set forth herein.

                              Article 12 - NOTICES

     All notices or other written communications hereunder shall be delivered in
accordance with Section 11.6 of the Loan Agreement.

                          Article 13 - APPLICABLE LAW

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


                                      -22-
<PAGE>

LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER
LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY (OTHER THAN THAT DESCRIBED IN
SUBPARAGRAPH II BELOW) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW
OF THE STATE IN WHICH THE PROPERTY AND FIXTURES ARE LOCATED AND (II) WITH
RESPECT TO THE PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY
INTERESTS CREATED BY THIS SECURITY INSTRUMENT AND THE OTHER LOAN DOCUMENTS IN
PROPERTY WHOSE PERFECTION AND PRIORITY IS COVERED BY ARTICLE 9 OF THE UCC
(INCLUDING, WITHOUT LIMITATION, THE ACCOUNTS), THE LAW OF THE JURISDICTION
APPLICABLE IN ACCORDANCE WITH SECTIONS 9-301 THROUGH 9-307 OF THE UCC AS IN
EFFECT IN THE STATE OF NEW YORK SHALL GOVERN. TO THE FULLEST EXTENT PERMITTED BY
LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS SECURITY INSTRUMENT AND THE
NOTE, AND THIS SECURITY INSTRUMENT AND THE NOTE 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 EXCEPT AS SPECIFICALLY
SET FORTH ABOVE.

     (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

                           CORPORATION SERVICE COMPANY
                           1177 AVENUE OF THE AMERICAS
                           17TH FLOOR
                           NEW YORK, NEW YORK  10036

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN
ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT


                                      -23-
<PAGE>

NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II)
MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL
PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN
OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

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

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

                            Article 14 - DEFINITIONS

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


                                      -24-
<PAGE>

                     Article 15 - MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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


                                      -25-
<PAGE>

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

     SECTION 15.9 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, THIS SECURITY INSTRUMENT OR THE OTHER LOAN
DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS
OR AGENTS IN CONNECTION THEREWITH.


                                     PART II

                     Article 16 - STATE-SPECIFIC PROVISIONS

     Section 16.1 PRINCIPLES OF CONSTRUCTION. In the event of any
inconsistencies between the terms and conditions of this Article 16 and the
other terms and conditions of this Security Instrument, the terms and conditions
of this Article 16 shall control and be binding.

     Section 16.2 ADDITIONAL SECURITY AGREEMENT PROVISIONS.

     (a) With respect to fixtures, Lender or Trustee may elect to treat same as
either real property or personal property and proceed to exercise such rights
and remedies applicable to the categorization so chosen. Lender may proceed
against the items of real property and any items of Property separately or
together in any order whatsoever, without in any way affecting or waiving
Lender's rights and remedies under the Uniform Commercial Code, this Security
Instrument or the Note. Borrower acknowledges and agrees that Lender's rights
and remedies under this Security Instrument and the Note shall be cumulative and
shall be in addition to every other right and remedy now or hereafter existing
at law, in equity, by statute or by agreement of the parties.

     (b) Borrower agrees that this Security Instrument constitutes a financing
statement filed as a fixture filing in the Official Records of the County in
which the Property is located with respect to any and all fixtures included
within the term "Land" or "Property" as used herein and with respect to any
goods and other personal property that may now be or hereafter become fixtures.
The names and mailing addresses of the debtor (Borrower) and the secured party
(Lender) are set forth on the first page of this Security Instrument. Borrower
is the record owner of the Property. The personal property described above is


                                      -26-
<PAGE>

the collateral covered by this financing statement. Any reproduction of this
Security Instrument or any other security agreement or financing statement shall
be sufficient as a financing statement.

     Section 16.3 ADDITIONAL REMEDIES PROVISION. Upon the occurrence and
continuance of an Event of Default, Borrower hereby authorizes and empowers
Lender in its sole discretion, without any notice or demand and without
affecting the lien and charge of this Security Instrument, to exercise any right
or remedy which Lender may have available to it, including, but not limited to,
judicial foreclosure, exercise of rights of power of sale without judicial
action as to any collateral security for the Obligations, whether real, personal
or intangible property. Upon the occurrence and continuance of an Event of
Default, Borrower expressly waives any defense or benefits that may be available
under California Code of Civil Procedure ss. 580 and in its subdivisions, ss.
726, or comparable provisions of the laws of any other state, as well as all
suretyship defenses that Borrower may have under California law and the laws of
any other state. Without limiting the foregoing, Borrower specifically agrees
that any action maintained by Lender for the appointment of any receiver,
trustee or custodian to collect rents, issues or profits or to obtain possession
of the Property shall not constitute an "action" within the meaning of ss. 726
of the California Code of Civil Procedure.

     Section 16.4 ADDITIONAL WAIVERS. The following is added to the end of
Article 10:

     Section 10.6 ADDITIONAL WAIVERS. (a) Upon the occurrence and continuance of
     an Event of Default, Borrower hereby expressly waives diligence, demand,
     presentment, protest and notice of every kind and nature whatsoever (unless
     as otherwise required under this Security Instrument or the Loan Agreement)
     and waives any right to require Lender to enforce any remedy against any
     guarantor, endorser or other person whatsoever prior to the exercise of its
     rights and remedies hereunder or otherwise. Upon the occurrence and
     continuance of an Event of Default, Borrower waives any right to require
     Lender to: (i) proceed or exhaust any collateral security given or held by
     Lender in connection with the Obligations; (ii) give notice of the terms,
     time and place of any public or private sale of any real or personal
     property security for the Obligations or guaranty of the Obligations; or
     (iii) pursue any other remedy in Lender's power whatsoever.

     (b) Until all Obligations shall have been paid in full, Borrower: (i) shall
     not have any right of subrogation to any of the rights of Lender against
     any guarantor, maker or endorser; (ii) waives any right to enforce any
     remedy which Lender now has or may hereafter have against any other
     guarantor, maker or endorser; and (iii) waives any benefit of, and any
     other right to participate in, any collateral security for the Obligations
     or any guaranty of the Obligations now or hereafter held by Lender.


                                      -27-
<PAGE>

     Section 16.5 LOAN DOCUMENT APPROVAL. Borrower has read and hereby approves
the Note, the Loan Agreement, this Security Instrument, the other Loan Documents
and all other documents relating thereto. Borrower acknowledges that it has been
represented by counsel of its choice to review the Note, the Loan Agreement,
this Security Instrument, the other Loan Documents and all other documents
relating thereto and said counsel has explained and Borrower understands the
provisions thereof, or that Borrower has voluntarily declined to retain such
counsel.

     Section 16.6 FUTURE ADVANCES. This Security Instrument shall secure any and
all future advances of the proceeds of the Loan made to Borrower by Lender
pursuant to the terms of the Loan Security Instrument. At no time during the
term of this Security Instrument or any extension thereof shall the unpaid and
outstanding secured principal future advances, not including sums advanced by
Lender to protect the security of this Security Instrument, exceed
$100,000,000.00. This provision shall not constitute an obligation upon or
commitment of Lender to make additional advances or loans to Borrower.

     Section 16.7 AMENDED PROVISIONS. This Security Instrument is hereby amended
by the following:

     (a) Section 1.1 herein is hereby amended by deleting the following text
"Borrower does hereby irrevocably grant, bargain, sell, pledge, assign, warrant,
transfer" in the first sentence thereof and inserting in lieu thereof the
following text "Borrower does hereby irrevocably and unconditionally grant,
assign, transfer".

     (b) Section 7.7 herein is hereby amended by inserting after subsection (c)
thereof the following:

     (d) Upon the occurrence of any sale made under this Security Instrument,
     whether made under the power of sale or by virtue of judicial proceedings
     or of a judgment or decree of foreclosure and sale, Lender may bid for and
     acquire the Property or any part thereof. In lieu of paying cash therefor,
     Lender may make settlement for the purchase price by crediting upon the
     Obligations or other sums secured by this Security Instrument the net sales
     price after deducting therefrom the expenses of sale and the cost of the
     action and any other sums which Lender is authorized to deduct under this
     Security Instrument. In such event, this Security Instrument, the Loan
     Agreement, the Note, the Guaranty and documents evidencing expenditures
     secured hereby may be presented to the person or persons conducting the
     sale in order that the amount so used or applied may be credited upon the
     Obligations as having been paid.

                     Article 17 - DEED OF TRUST PROVISIONS.

     Section 17.1 CONCERNING THE TRUSTEE. Trustee shall be under no duty to take
any action hereunder except as expressly required hereunder or by law, or to
perform any act which would involve Trustee in any expense or liability or to


                                      -28-
<PAGE>

institute or defend any suit in respect hereof, unless properly indemnified to
Trustee's reasonable satisfaction. Trustee, by acceptance of this Security
Instrument, covenants to perform and fulfill the trusts herein created, being
liable, however, only for willful negligence or misconduct, and hereby waives
any statutory fee and agrees to accept reasonable compensation, in lieu thereof,
for any services rendered by Trustee in accordance with the terms hereof.
Trustee may resign at any time upon giving thirty (30) days' written notice to
Borrower and to Lender. Lender may remove Trustee at any time or from time to
time and select a successor trustee. In the event of the death, removal,
resignation, refusal to act, or inability to act of Trustee, or in its sole
discretion for any reason whatsoever Lender may, without notice and without
specifying any reason therefor and without applying to any court, select and
appoint a successor trustee, by an instrument recorded wherever this Security
Instrument is recorded and all powers, rights, duties and authority of Trustee,
as aforesaid, shall thereupon become vested in such successor. Such substitute
trustee shall not be required to give bond for the faithful performance of the
duties of Trustee hereunder unless required by Lender. The procedure provided
for in this paragraph for substitution of Trustee shall be in addition to and
not in exclusion of any other provisions for substitution, by law or otherwise.

     Section 17.2 TRUSTEE'S FEES. Borrower shall pay all reasonable costs, fees
and expenses incurred by Trustee and Trustee's agents and counsel in connection
with the performance by Trustee of Trustee's duties hereunder and all such
costs, fees and expenses shall be secured by this Security Instrument.

     Section 17.3 CERTAIN RIGHTS. With the approval of Lender, Trustee shall
have the right to take any and all of the following actions: (i) to select,
employ, and advise with counsel (who may be, but need not be, counsel for
Lender) upon any matters arising hereunder, including the preparation,
execution, and interpretation of the Loan Security Instrument, the Note, this
Security Instrument or the other Loan Documents, and shall be fully protected in
relying as to legal matters on the advice of counsel, (ii) to execute any of the
trusts and powers hereof and to perform any duty hereunder either directly or
through its agents or attorneys, (iii) to select and employ, in and about the
execution of its duties hereunder, suitable accountants, engineers and other
experts, agents and attorneys-in-fact, either corporate or individual, not
regularly in the employ of Trustee, and Trustee shall not be answerable for any
act, default, negligence, or misconduct of any such accountant, engineer or
other expert, agent or attorney-in-fact, if selected with reasonable care, or
for any error of judgment or act done by Trustee in good faith, or be otherwise
responsible or accountable under any circumstances whatsoever, except for
Trustee's gross negligence or bad faith, and (iv) any and all other lawful
action as Lender may instruct Trustee to take to protect or enforce Lender's
rights hereunder. Trustee shall not be personally liable in case of entry by
Trustee, or anyone entering by virtue of the powers herein granted to Trustee,
upon the Property for debts contracted for or liability or damages incurred in
the management or operation of the Property. Trustee shall have the right to
rely on any instrument, document, or signature authorizing or supporting an
action taken or proposed to be taken by Trustee hereunder, believed by Trustee
in good faith to be genuine. Trustee shall be entitled to reimbursement for
actual expenses incurred by Trustee in the performance of Trustee's duties
hereunder and to reasonable compensation for such of Trustee's services
hereunder as shall be rendered.


                                      -29-
<PAGE>

     Section 17.4 RETENTION OF FUNDS. All funds received by Trustee shall, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated in any manner from any other
funds (except to the extent required by applicable law) and Trustee shall be
under no liability for interest on any funds received by Trustee hereunder.

     Section 17.5 PERFECTION OF APPOINTMENT. Should any deed, conveyance, or
instrument of any nature be required from Borrower by any Trustee or substitute
trustee to more fully and certainly vest in and confirm to the Trustee or
substitute trustee such estates rights, powers, and duties, then, upon request
by the Trustee or substitute trustee, any and all such deeds, conveyances and
instruments shall be made, executed, acknowledged, and delivered and shall be
caused to be recorded and/or filed by Borrower.

     Section 17.6 SUCCESSION INSTRUMENTS. Any substitute trustee appointed
pursuant to any of the provisions hereof shall, without any further act, deed,
or conveyance, become vested with all the estates, properties, rights, powers,
and trusts of its or his predecessor in the rights hereunder with like effect as
if originally named as Trustee herein; but nevertheless, upon the written
request of Lender or of the substitute trustee, the Trustee ceasing to act shall
execute and deliver any instrument transferring to such substitute trustee, upon
the trusts herein expressed, all the estates, properties, rights, powers, and
trusts of the Trustee so ceasing to act, and shall duly assign, transfer and
deliver any of the property and funds held by such Trustee to the substitute
trustee so appointed in the Trustee's place.

     Section 17.7 RECONVEYANCE. Upon Lender's written request, and solely to the
extent required by applicable law upon surrender of this Security Instrument and
every note or other instrument setting forth any Obligations to Trustee for
cancellation, Trustee shall reconvey, without warranty, the Property, or that
portion thereof then covered hereby, from the lien of this Security Instrument.
The recitals of any matters or facts in any reconveyance executed hereunder
shall be conclusive proof of the truthfulness thereof. To the extent permitted
by law, the reconveyance may describe the grantee as "the person or persons
legally entitled thereto". Neither Lender nor Trustee shall have any duty to
determine the rights of persons claiming to be rightful grantees of any
reconveyance. When the Property has been fully reconveyed, the last such
reconveyance shall operate as a reassignment of all future Rents to the person
or persons legally entitled thereto. Upon Lender's demand, Borrower shall pay
all costs and expenses incurred by Lender in connection with any reconveyance.

                         [NO FURTHER TEXT ON THIS PAGE]


                                      -30-
<PAGE>

     BORROWER PLEASE NOTE: IN THE EVENT OF YOUR DEFAULT, CALIFORNIA PROCEDURE
PERMITS THE TRUSTEE TO SELL THE SUBJECT PROPERTY AT A SALE HELD WITHOUT
SUPERVISION BY ANY COURT AFTER EXPIRATION OF A PERIOD PRESCRIBED BY LAW (SEE
SECTION 7.1(d) ABOVE). UNLESS YOU PROVIDE AN ADDRESS FOR THE GIVING OF NOTICE,
YOU MAY NOT BE ENTITLED TO OTHER NOTICE OF THE COMMENCEMENT OF SALE PROCEEDINGS.
BY EXECUTION OF THIS SECURITY INSTRUMENT, YOU CONSENT TO SUCH PROCEDURE. IF YOU
HAVE ANY QUESTIONS CONCERNING IT, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. LENDER
URGES YOU TO GIVE PROMPT NOTICE OF ANY CHANGE IN YOUR ADDRESS SO THAT YOU MAY
RECEIVE PROMPTLY ANY NOTICE GIVEN PURSUANT TO THIS SECURITY INSTRUMENT.

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


                               WTM Glimcher, LLC, a Delaware
                               limited liability company

                               By:  Weberstown Mall, LLC,
                                    a Delaware limited liability
                                    company, as sole member

                                    By: Glimcher Weberstown, Inc.,
                                        a Delaware corporation, as
                                        managing member


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

<PAGE>

                                 ACKNOWLEDGMENT


STATE OF NEW YORK            )
                             )   ss.:
COUNTY OF NEW YORK           )


     On May 25, 2006, before me, __________________, a notary public for said
state, personally appeared [_____________], personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the
same as the [_____________] of ______________________, a _________________, in
his authorized capacity on behalf of said _______________________ and that by
his signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.

     Witness my hand and official seal.



                                             -----------------------------------
                                             Notary:

<PAGE>

                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION


PARCEL 1A - Fee Simple:

All those certain parcels of land situate in the City of Stockton, County of San
Joaquin, State of California, and described as follows:

A portion of Sections 4 and 5, of C.M. WEBER'S GRANT, EL RANCHO DEL CAMPO DE LOS
FRANCESES, in the City of Stockton, more particularly described as follows:

COMMENCING at the Northwest corner of the C.M. WEBER PROPERTY, as shown upon Map
of Survey, filed for record in Book 10 of Surveys, Page 55, San Joaquin County
Records; thence South 17 degrees 46 minutes East, 42.00 feet along the West line
of said C.M. WEBER property to a point on the South line of Yokuts Avenue
extended, as described in Deed to the City of Stockton, recorded in Book 2247
Official Records, Page 524, San Joaquin County Records, said point being the
True Point of Beginning; thence North 72 degrees 50 minutes East, 1307.79 feet
along said South line of Yokuts Avenue to the Westerly termination of the 20
foot radius round corner curve situate at the Northerly end of the Westerly
boundary of Claremont Avenue as shown on the Map of Weberstown Community Center,
filed for record in Vol. 16 of Maps and Plats, Page 50, San Joaquin County
Records; thence along said Westerly boundary of Claremont Avenue and the
Southerly continuation of said Westerly boundary as described in Book 1988 of
Official Records, Page 576, San Joaquin County Records, the following seven (7)
courses:

(1) along the arc of a curve to the right having a radius of 20 feet, a central
angle of 91 degrees 57 minutes 54 seconds, an arc length of 32.10 feet, and a
chord bearing South 61 degrees 11 minutes 03 seconds East, 28.77 feet; (2) along
the arc of a curve to the right having a radius of 370 feet, a central angle of
22 degrees 55 minutes 16 seconds, an arc length of 148.02 feet, and a chord
bearing South 03 degrees 44 minutes 28 seconds East, 147.03 feet; (3) along the
arc of a curve to the left having a radius of 430 feet, a central angle of 25
degrees 29 minutes 10 seconds, an arc length of 191.27 feet, and a chord bearing
South 05 degrees 01 minute 24 seconds East, 189.70 feet, (4) South 17 degrees 46
minutes East, 753.92 feet, (5) along the arc of a curve to the left having a
radius of 460 feet, a central angle of 16 degrees 45 minutes, an arc length of
134.48 feet, and a chord bearing South 26 degrees 08 minutes 03 seconds East,
134.00 feet; (6) along the arc of a curve to the right having a radius of 20
feet, a central angle of 82 degrees 49 minutes, an arc length of 28.91 feet, and
a chord bearing South 06 degrees 53 minutes 30 seconds West, 26.46 feet; and (7)
South 48 degrees 18 minutes West, 3.76 feet to the most Northerly corner of the
50 foot wide roadway easement to the City of Stockton, recorded in Book 2678 of
Official Records, Page 544, San Joaquin County Records; thence along the
Northerly boundary of said 50 foot wide roadway easement the following three (3)
courses: (1) along the arc of a curve to the left having a radius of 253.92
feet, a central angle of 30 degrees 00 minutes, an arc length of 132.95 feet,
and a chord bearing South 33 degrees 18 minutes West, 131.44 feet; (2) along the
arc of a curve to the right having a radius of 193.92 feet, a central angle of
30 degrees 00 minutes, an arc length of 101.54 feet, and a chord bearing South
33 degrees 18 minutes West 100.38 feet; and (3) South 48 degrees 18 minutes

<PAGE>

West, 203.20 feet; thence South 17 degrees 46 minutes East, 109.41 feet to the
Northwesterly boundary of the 100 foot wide East Bay Municipal Utility District
right of way as described in the Deed recorded in Book 248 of Official Records,
Page 461, San Joaquin County Records; thence South 48 degrees 18 minutes West,
972.63 feet along said Northwesterly boundary to said West line of the C.M.
WEBER property; thence North 17 degrees 46 minutes West, 2006.41 feet along said
West line to the True Point of Beginning;

EXCEPT THEREFROM Parcels 3 and 4, shown upon that certain Parcel Map dated
October 31, 1996 and filed for record December 20, 1996, in Book 20 of Parcel
Maps, at Page 151, of the San Joaquin County Records.

PARCEL lB - Fee Simple:

All that certain piece or parcel of land situated, lying and being in portion of
Sections

4 and 5 of C.M. WEBERS GRANT, EL RANCHO DEL CAMPO DE LOS FRANCESES, in the City
of Stockton, more particularly described as follows:

COMMENCING at the intersection of the West line of Claremont Avenue (a 60 foot
wide street) with the North line of the East Bay Municipal Utility District
right of way; thence South 48 degrees 18' West along said North right of way
line a distance of 240.16 feet; thence North 41 degrees 42' West, a distance of
100.00 feet to the point of beginning, said point being on the North line of
March Lane (a 100 foot wide street, formerly known as Camanche Lane); thence
along a curve to the left having a radius of 193.92 feet, a central angle of 30
degrees, an arc distance of 101.54 feet, the long chord of which bears North 33
degrees 18' East, a distance of 100.38 feet; thence along a curve to the right
having a radius of 253.92 feet, a central angle of 30 degrees, an arc distance
of 132.95 feet, the long chord of which bears North 33 degrees 18' East, a
distance of 131.44 feet; thence along a curve to the left having a radius of 20
feet, a central angle of 82 degrees 49', an arc distance of 28.91 feet, the long
chord of which bears North 6 degrees 53' 30" East, a distance of 26.46 feet to
the West line of Claremont Avenue; thence along said West line of Claremont
Avenue along a curve to the left having a radius of 460 feet, a central angle of
7 degrees 10' 52", an arc distance of 57.65 feet, the long chord of which bears
South 38 degrees 06' 26" East, a distance of 57.62 feet; thence along a curve to
the right having a radius of 20 feet, a central angle of 89 degrees 59' 52", an
arc distance of 31.42 feet, the long chord of which bears South 3 degrees 18'
04" West, a distance of 28.28 feet to the North line of March Lane; thence South
48 degrees 18' West along said North line a distance of 220.16 feet to the
hereinbefore mentioned point of beginning.

PARCEL 2A - Fee Simple:

A portion of Sections 4, and 5 of C.M. WEBER'S GRANT, EL RANCHO DEL CAMPO DE LOS
FRANCESES, in the City of Stockton, more particularly described as follows:

Parcel 4, as shown on that certain Parcel Map filed for record December 20, 1996
in Book 20 of Parcel Maps, Page 151, San Joaquin County Records.

<PAGE>

PARCEL 2B - Easements:

Together with those rights and a non-exclusive easement for the operation and
maintenance of a sign, said easement being more particularly described as
follows:

Commencing at the northwesterly corner of Parcel 3 as shown in Parcel Map filed
for record in Book 20 of Parcel Maps, at Page 151, San Joaquin County Records,
thence South 17(degree) 45' 35" East 282.15 feet along the westerly line of said
Parcel 3 to the TRUE POINT OF BEGINNING; thence North 73(degree) 08' 29" East
41.78 feet; thence South 16(degree) 51' 31" East 19.00 feet; thence South
73(degree) 08' 29" West 41.48 feet to said westerly line; thence North
17(degree) 45' 35" West 19.00 feet along said westerly line to the point of
beginning.

PARCEL 3- Easements:

Together with those rights and all non-exclusive easements constituting rights
in real property created, defined and limited by that certain Declaration of
Establishment of Restrictions and Covenants Affecting Land, dated April 2, 1963
and recorded May 16, 1963 in Book 2690, Page 540, as amended by various
amendments as provided and recited in Sixth Amendment to Declaration of
Establishment of Restrictions and Covenants Affecting Land, dated February 3,
1997 and recorded March 6, 1997 as Document No. 97023582, and as further amended
by Supplemental Agreement, dated February 3, 1997 by and between Weberstown
Shopping Center and Center Properties as Developers and Condev West, Inc., a
Memorandum of which was recorded March 6, 1997 as Document No. 97023581, all of
Official Records of San Joaquin County, California.