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                                                                  EXHIBIT 10.113


                                 LOAN AGREEMENT


                            Dated as of May 25, 2006


                                     Between


                               WTM GLIMCHER, LLC,
                       Delaware limited liability company
                                   as Borrower


                                       and


                        MORGAN STANLEY CREDIT CORPORATION
                                    as Lender


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1      Definitions...................................................1
Section 1.2      Principles of Construction...................................16


II. THE LOAN

Section 2.1      The Loan.....................................................16
        2.1.1    Agreement to Lend and Borrow.................................16
        2.1.2    Single Disbursement to Borrower..............................16
        2.1.3    The Note.....................................................16
        2.1.4    Use of Proceeds..............................................17
        2.1.5    Modification of Components...................................17
Section 2.2      Interest Rate................................................17
        2.2.1    Interest Rate................................................17
        2.2.2    Intentionally Omitted........................................17
        2.2.3    Default Rate.................................................17
        2.2.4    Interest Calculation.........................................17
        2.2.5    Usury Savings................................................17
Section 2.3      Loan Payments................................................18
        2.3.1    Payment......................................................18
        2.3.2    Intentionally Omitted........................................18
        2.3.3    Payment on Maturity Date.....................................18
        2.3.4    Late Payment Charge..........................................18
        2.3.5    Method and Place of Payment..................................19
        2.3.6    Payments After Event of Default..............................19
Section 2.4      Prepayments..................................................19
        2.4.1    Voluntary Prepayments........................................19
        2.4.2    Mandatory Prepayments........................................19
        2.4.3    Prepayments After Default....................................20
Section 2.5      Defeasance...................................................20
        2.5.1    Conditions to Defeasance.....................................20
        2.5.2    Defeasance Collateral Account................................21
        2.5.3    Successor Borrower...........................................22


III. REPRESENTATIONS AND WARRANTIES

Section 3.1      Borrower Representations.....................................22
        3.1.1    Organization.................................................22
        3.1.2    Proceedings..................................................23
        3.1.3    No Conflicts.................................................23


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        3.1.4    Litigation...................................................23
        3.1.5    Agreements...................................................23
        3.1.6    Consents.....................................................23
        3.1.7    Title........................................................23
        3.1.8    No Plan Assets...............................................24
        3.1.9    Compliance...................................................24
        3.1.10   Financial Information........................................24
        3.1.11   Condemnation.................................................24
        3.1.12   Utilities and Public Access..................................24
        3.1.13   Separate Lots................................................24
        3.1.14   Assessments..................................................25
        3.1.15   Enforceability...............................................25
        3.1.16   Assignment of Leases.........................................25
        3.1.17   Insurance....................................................25
        3.1.18   Licenses.....................................................25
        3.1.19   Flood Zone...................................................25
        3.1.20   Physical Condition...........................................25
        3.1.21   Boundaries...................................................25
        3.1.22   Leases.......................................................26
        3.1.23   Filing and Recording Taxes...................................26
        3.1.24   Single Purpose...............................................26
        3.1.25   Tax Filings..................................................29
        3.1.26   Solvency.....................................................30
        3.1.27   Federal Reserve Regulations..................................30
        3.1.28   Organizational Chart.........................................30
        3.1.29   Bank Holding Company.........................................30
        3.1.30   No Other Debt................................................30
        3.1.31   Investment Company Act.......................................30
        3.1.32   Access/Utilities.............................................30
        3.1.33   No Bankruptcy Filing.........................................30
        3.1.34   Full and Accurate Disclosure.................................31
        3.1.35   Foreign Person...............................................31
        3.1.36   Fraudulent Transfer..........................................31
        3.1.37   No Change in Facts or Circumstances; Disclosure..............31
        3.1.38   Management Agreement.........................................31
        3.1.39   Perfection of Accounts.......................................31
        3.1.40   Intentionally Omitted........................................32
        3.1.41   REA..........................................................32
Section 3.2      Survival of Representations..................................32


IV. BORROWER COVENANTS

Section 4.1      Borrower Affirmative Covenants...............................32
        4.1.1    Existence; Compliance with Legal Requirements................32
        4.1.2    Taxes and Other Charges......................................32
        4.1.3    Litigation...................................................33


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        4.1.4    Access to Property...........................................33
        4.1.5    Further Assurances; Supplemental Mortgage Affidavits.........33
        4.1.6    Financial Reporting..........................................33
        4.1.7    Title to the Property........................................35
        4.1.8    Estoppel Statement...........................................35
        4.1.9    Leases.......................................................36
        4.1.10   Alterations..................................................38
        4.1.11   Intentionally Omitted........................................38
        4.1.12   Material Agreements..........................................38
        4.1.13   Performance by Borrower......................................38
        4.1.14   Costs of Enforcement/Remedying Defaults......................39
        4.1.15   Business and Operations......................................39
        4.1.16   Intentionally Omitted........................................39
Section 4.2      Borrower Negative Covenants..................................39
        4.2.1    Due on Sale and Encumbrance; Transfers of Interests..........39
        4.2.2    Liens........................................................39
        4.2.3    Dissolution..................................................39
        4.2.4    Change in Business...........................................40
        4.2.5    Debt Cancellation............................................40
        4.2.6    Affiliate Transactions.......................................40
        4.2.7    Zoning.......................................................40
        4.2.8    Assets.......................................................40
        4.2.9    No Joint Assessment..........................................40
        4.2.10   Principal Place of Business..................................40
        4.2.11   ERISA........................................................40
        4.2.12   Material Agreements..........................................41
        4.2.13   REA..........................................................41


V. INSURANCE, CASUALTY AND CONDEMNATION

Section 5.1      Insurance....................................................41
        5.1.1    Insurance Policies...........................................41
        5.1.2    Insurance Company............................................45
        5.1.3    Current Insurance............................................46
Section 5.2      Casualty and Condemnation....................................46
        5.2.1    Casualty.....................................................46
        5.2.2    Condemnation.................................................46
        5.2.3    Casualty Proceeds............................................47
Section 5.3      Delivery of Net Proceeds.....................................47
        5.3.1    Minor Casualty or Condemnation...............................47
        5.3.2    Major Casualty or Condemnation...............................47


VI. RESERVE FUNDS

Section 6.1      Intentionally Omitted........................................50
Section 6.2      Tax Funds....................................................50


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        6.2.1    Deposits of Tax Funds........................................50
        6.2.2    Release of Tax Funds.........................................51
Section 6.3      Insurance Funds..............................................51
        6.3.1    Deposits of Insurance Funds..................................51
        6.3.2    Release of Insurance Funds...................................51
Section 6.4      Intentionally Omitted........................................52
Section 6.5      Rollover Funds...............................................52
        6.5.1    Deposits of Rollover Funds...................................52
        6.5.2    Release of Rollover Funds....................................52
Section 6.6      Lease Termination Rollover Funds.............................52
        6.6.1    Deposits of Rollover Funds...................................52
        6.6.2    Release of Lease Termination Rollover Funds..................53
Section 6.7      Intentionally Omitted........................................54
Section 6.8      Application of Reserve Funds.................................54
Section 6.9      Security Interest in Reserve Funds...........................54
        6.9.1    Grant of Security Interest...................................54
        6.9.2    Income Taxes.................................................54
        6.9.3    Prohibition Against Further Encumbrance......................54
Section 6.10     Letters of Credit............................................55
        6.10.1   Delivery of Letters of Credit................................55
Section 6.11     Provisions Regarding Letters of Credit.......................55
        6.11.1   Security for Debt............................................55
        6.11.2   Additional Rights of Lender..................................55


VII. PROPERTY MANAGEMENT

Section 7.1      The Management Agreement.....................................56
Section 7.2      Prohibition Against Termination or Modification..............56
Section 7.3      Replacement of Manager.......................................57


VIII. PERMITTED TRANSFERS

Section 8.1      Intentionally Omitted........................................57
Section 8.2      Permitted Transfers..........................................57


IX. SALE AND SECURITIZATION OF MORTGAGE

Section 9.1      Sale of Mortgage and Securitization..........................60
Section 9.2      Securitization Indemnification...............................62


X. DEFAULTS

Section 10.1     Event of Default.............................................65
Section 10.2     Remedies.....................................................67
Section 10.3     Right to Cure Defaults.......................................68
Section 10.4     Remedies Cumulative..........................................68


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XI. MISCELLANEOUS

Section 11.1     Successors and Assigns.......................................69
Section 11.2     Lender's Discretion..........................................69
Section 11.3     Governing Law................................................69
Section 11.4     Modification, Waiver in Writing..............................71
Section 11.5     Delay Not a Waiver...........................................71
Section 11.6     Notices......................................................71
Section 11.7     Trial by Jury................................................72
Section 11.8     Headings.....................................................72
Section 11.9     Severability.................................................72
Section 11.10    Preferences..................................................73
Section 11.11    Waiver of Notice.............................................73
Section 11.12    Remedies of Borrower.........................................73
Section 11.13    Expenses; Indemnity..........................................73
Section 11.14    Schedules Incorporated.......................................74
Section 11.15    Offsets, Counterclaims and Defenses..........................74
Section 11.16    No Joint Venture or Partnership; No Third Party
                 Beneficiaries................................................75
Section 11.17    Publicity....................................................75
Section 11.18    Waiver of Marshalling of Assets..............................75
Section 11.19    Waiver of Offsets/Defenses/Counterclaims.....................76
Section 11.20    Conflict; Construction of Documents; Reliance................76
Section 11.21    Brokers and Financial Advisors...............................76
Section 11.22    Exculpation..................................................76
Section 11.23    Prior Agreements.............................................78
Section 11.24    Servicer.....................................................79
Section 11.25    Joint and Several Liability..................................79
Section 11.26    Creation of Security Interest................................79
Section 11.27    Assignments and Participations...............................79
Section 11.28    Set-Off......................................................80
Section 11.29    Partial Release - Expansion..................................81


                                    SCHEDULES

Schedule I    -  Rent Roll
Schedule II   -  Intentionally Omitted
Schedule III  -  Organizational Chart
Schedule IV   -  Form of Subordination, Non-Disturbance and Attornment Agreement
Schedule V    -  Exceptions to Representations and Warranties in Section 3.1.22
Schedule VI   -  Release Parcel
Schedule VII  -  Description of REA
Schedule VIII -  Substitute Parcel


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<PAGE>

                                 LOAN AGREEMENT

     THIS LOAN AGREEMENT, dated as of May 25, 2006 (as amended, restated,
replaced, supplemented or otherwise modified from time to time, this
"Agreement"), between MORGAN STANLEY CREDIT CORPORATION a Delaware corporation,
having an address at 2500 Lake Cook Road, Riverwoods, Illinois 60015 ("Lender")
and WTM GLIMCHER, LLC, a Delaware limited liability company, having an address
at 150 East Gay Street, Columbus, Ohio 43215 ("Borrower").

     All capitalized terms used herein shall have the respective meanings set
forth in Article I hereof.

                              W I T N E S S E T H :

     WHEREAS, Borrower desires to obtain the Loan from Lender; and

     WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in
accordance with the conditions and terms of this Agreement and the other Loan
Documents.

     NOW, THEREFORE, in consideration of the covenants set forth in this
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree,
represent and warrant as follows:

     I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     Section 1.1 Definitions.

     For all purposes of this Agreement, except as otherwise expressly provided:

     "Acquired Property Statements" shall have the meaning set forth in Section
9.1(c).

     "Affiliate" shall mean, as to any Person, any other Person that, directly
or indirectly, owns more than forty percent (40%) of, is in control of, is
controlled by or is under common ownership or control with such Person or is a
director or officer of such Person or of an Affiliate of such Person. As used in
this definition, the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management,
policies or activities of a Person, whether through ownership of voting
securities, by contract or otherwise.

     "Agent" shall mean LaSalle Bank, N.A. and any successor Eligible
Institution thereto.

     "ALTA" shall mean American Land Title Association, or any successor
thereto.

     "Alteration Threshold" shall mean Three Million and No/100 Dollars
($3,000,000.00).


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     "Annual Budget" shall mean the operating and capital budget for the
Property setting forth Borrower's good faith estimate of Gross Revenue,
Operating Expenses, and Capital Expenditures for the applicable Fiscal Year.

     "Assignment of Leases" shall mean that certain first priority Assignment of
Leases and Rents, dated as of the date hereof, from Borrower, as assignor, to
Lender, as assignee, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time.

     "Assignment of Management Agreement" shall mean that certain Assignment of
Management Agreement and Subordination of Management Fees dated the date hereof
among Borrower, Manager and Lender, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.

     "Award" shall mean any compensation paid by any Governmental Authority in
connection with a Condemnation in respect of all or any part of the Property.

     "Bankruptcy Code" shall mean Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time, and any successor statute or
statutes and all rules and regulations from time to time promulgated thereunder,
and any comparable foreign laws relating to bankruptcy, insolvency or creditors'
rights.

     "Basic Carrying Costs" shall mean the sum of the following costs associated
with the Property for the relevant Fiscal Year or payment period: (i) Taxes and
(ii) Insurance Premiums.

     "Borrower" shall mean WTM Glimcher, LLC, a Delaware limited liability
company, together with its permitted successors and permitted assigns.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday on which national banks are not open for general business in (i)
the State of New York, (ii) the state where the corporate trust office of the
Trustee is located, or (iii) the state where the servicing offices of the
Servicer are located.

     "Capital Expenditures" for any period shall mean amounts expended for
replacements and alterations to the Property and required to be capitalized
according to GAAP.

     "Cash Management Agreement" shall mean that certain Cash Management
Agreement of even date herewith among Lender, Borrower, Manager and Agent.

     "Casualty" shall mean the occurrence of any casualty, damage or injury, by
fire or otherwise, to the Property or any part thereof.

     "Casualty Consultant" shall have the meaning set forth in Section 5.3.2(c).

     "Casualty Retainage" shall have the meaning set forth in Section 5.3.2(d).

     "Closing Date" shall mean the date of funding the Loan.


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     "Code" shall mean the Internal Revenue Code of 1986, as amended, and as it
may be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.

     "Component A1" shall mean that portion of the Loan in the amount of Thirty
Million and No/100 Dollars ($30,000,000.00) made by Lender to Borrower pursuant
to this Agreement.

     "Component A1 Rate" shall mean a rate per annum equal to five and nine
hundred and one thousandths percent (5.9010%).

     "Component A2" shall mean that portion of the Loan in the amount of Thirty
Million and No/100 Dollars ($30,000,000.00) made by Lender to Borrower pursuant
to this Agreement.

     "Component A2 Rate" shall mean a rate per annum equal to five and nine
hundred and one thousandths percent (5.9010%).

     "Components" shall mean, collectively, Component A1 and Component A2.

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

     "Consumer Price Index" or "CPI" shall mean the Consumer Price Index for All
Urban Consumers published by the Bureau of Labor Statistics of the United States
Department of Labor, New York - Northern New Jersey - Long Island, NY - NJ - CT
- PA; All Items; 1982-84 = 100. If the Bureau of Labor Statistics substantially
revises the manner in which the CPI is determined, an adjustment shall be made
by Lender in the revised index which would produce results equivalent, as nearly
as possible, to those which would be obtained if the CPI had not been so
revised. If the CPI becomes unavailable to the public because publication is
discontinued, or otherwise, Lender shall substitute therefor a comparable index
based upon changes in the cost of living or purchasing power of the consumer
dollar published by any other governmental agency reasonably acceptable to
Borrower or, if no such index is available, then, subject to reasonable approval
of Borrower, a comparable index published by a major bank, other financial
institution, university or recognized financial publication shall be
substituted.

     "Debt" shall mean the outstanding principal amount of the Loan together
with all interest accrued and unpaid thereon and all other sums (including the
Yield Maintenance Premium) due to Lender in respect of the Loan under the Note,
this Agreement, the Mortgage, the Environmental Indemnity or any other Loan
Document.

     "Debt Service" shall mean, with respect to any particular period of time,
scheduled principal and interest payments under the Note.


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<PAGE>

     "Debt Service Coverage Ratio" shall mean the ratio of (i) Underwritable
Cash Flow for the twelve (12) calendar month period immediately preceding the
date of calculation to (ii) the projected Debt Service that would be due for the
twelve (12) calendar month period immediately following such calculation
assuming a nine percent (9%) loan constant.

     "Debt Service Coverage Ratio Event" shall mean, as of the end of each
calendar quarter, if the Debt Service Coverage Ratio shall be less than 1.20:1.

     "Default" shall mean the occurrence of any event hereunder or under any
other Loan Document which, but for the giving of notice or passage of time, or
both, would be an Event of Default.

     "Default Rate" shall mean, with respect to each Component, a rate per annum
equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii)
three percent (3%) above the Interest Rate applicable to each Note,
respectively. Whenever the Default Rate applies to any amount due under the Loan
Documents other than the principal of the Loan, the term "Default Rate" shall
mean a rate per annum equal to the lesser of (i) the maximum rate permitted by
applicable law, or (ii) three percent (3%) above the weighted average of the
Interest Rates for each of the Notes.

     "Defeasance Collateral" shall mean U.S. Obligations, which provide payments
(i) on or prior to, but as close as possible to, the Business Day immediately
preceding all Monthly Payment Dates and other scheduled payment dates, if any,
under the Note after the Defeasance Date and up to and including the Permitted
Prepayment Date, and (ii) in amounts equal to or greater than the Scheduled
Defeasance Payments relating to such Monthly Payment Dates and other scheduled
payment dates.

     "Defeasance Collateral Account" shall have the meaning set forth in Section
2.5.3.

     "Defeasance Date" shall have the meaning set forth in Section 2.5.1(a)(i).

     "Defeasance Event" shall have the meaning set forth in Section 2.5.1(a).

     "Disclosure Document" shall have the meaning set forth in Section 9.2(a).

     "Disclosure Document Date" shall have the meaning set forth in Section
9.1(c)(iv).

     "Eligible Account" shall mean an identifiable account which is separate
from all other funds held by the holding institution that is either (a) an
account or accounts maintained with a federal or state-chartered depository
institution or trust company which complies with the definition of Eligible
Institution or (b) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity which, in the case
of a state chartered depository institution or trust company is subject to
regulations substantially similar to 12 C.F.R. ss.9.10(b), having in either case
a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal and state authority. An Eligible Account
will not be evidenced by a certificate of deposit, passbook or other instrument.


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<PAGE>

     "Eligible Institution" shall mean a federal or state chartered depository
institution or trust company insured by the Federal Deposit Insurance
Corporation the short-term unsecured debt obligations of which are rated at
least A-1 by S&P, F-1 by Fitch and P-1 by Moody's in the case of accounts in
which funds are held for 30 days or less (or, in the case of accounts in which
funds are held for more than 30 days, the long term unsecured debt obligations
of which are rated at least "A" by S&P, "A" by Fitch or "A2" by Moody's), or
such other account or accounts with respect to which the Rating Agencies shall
have confirmed in writing that the then current rating assigned in any
Securitization will not be qualified, downgraded or withdrawn by reason thereof.
The rating requirements set forth in this definition of "Eligible Institution"
for any entity which is not a Rating Agency shall be disregarded.

     "Environmental Indemnity" shall mean that certain Environmental Indemnity
Agreement dated as of the date hereof executed by Borrower in connection with
the Loan for the benefit of Lender.

     "Equipment" shall have the meaning set forth in the granting clause of the
Mortgage.

     "ERISA" shall have the meaning set forth in Section 3.1.8.

     "Event of Default" shall have the meaning set forth in Section 10.1.

     "Exchange Act" shall have the meaning set forth in Section 9.2(a).

     "Exchange Act Filing" shall have the meaning set forth in Section
9.1(c)(vi).

     "Excusable Delay" shall mean a delay due to acts of God, governmental
restrictions, stays, judgments, orders, decrees, enemy actions, civil commotion,
fire, casualty, strikes, work stoppages, shortages of labor or materials or
other causes beyond the reasonable control of Borrower, but lack of funds in and
of itself shall not be deemed a cause beyond the control of Borrower.

     "Extraordinary Expense" shall mean an extraordinary operating expense or
extraordinary capital expenditure not set forth in the Annual Budget.

     "Fiscal Year" shall mean each twelve month period commencing on January 1
and ending on December 31 during each year of the term of the Loan.

     "Fitch" shall mean Fitch, Inc.

     "GAAP" shall mean generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (or agencies with similar functions of


                                      -5-
<PAGE>

comparable stature and authority within the accounting profession), or in such
other statements by such entity as may be in general use by significant segments
of the U.S. accounting profession.

     "Governmental Authority" shall mean any court, board, agency, commission,
office or authority of any nature whatsoever or any governmental unit (federal,
state, county, district, municipal, city or otherwise) whether now or hereafter
in existence.

     "GPC" shall mean Glimcher Properties Corporation, a Delaware corporation.

     "Gross Revenue" shall mean all revenue, derived from the ownership and
operation of the Property from whatever source, including, but not limited to,
Rents, but excluding sales, use and occupancy or other taxes on receipts
required to be accounted for by Borrower to any Governmental Authority,
non-recurring revenues as determined by Lender, proceeds from the sale or
refinancing of the Property, security deposits (except to the extent determined
by Lender to be properly utilized to offset a loss of Rent), refunds and
uncollectible accounts, proceeds of casualty insurance and Awards (other than
business interruption or other loss of income insurance related to business
interruption or loss of income for the period in question), and any
disbursements to Borrower from the Reserve Funds or any other fund established
by the Loan Documents.

     "Guarantor" shall mean Glimcher Properties Limited Partnership, a Delaware
limited partnership.

     "Guaranty" shall mean that certain Guaranty of Recourse Obligations of even
date herewith from Guarantor for the benefit of Lender.

     "Improvements" shall have the meaning set forth in the granting clause of
the Mortgage.

     "Indebtedness" shall mean, for any Person, without duplication: (i) all
indebtedness of such Person for borrowed money, for amounts drawn under a letter
of credit, or for the deferred purchase price of property for which such Person
or its assets is liable, (ii) all unfunded amounts under a loan agreement,
letter of credit, or other credit facility for which such Person would be liable
if such amounts were advanced thereunder, (iii) all amounts required to be paid
by such Person as a guaranteed payment to partners or a preferred or special
dividend, including any mandatory redemption of shares or interests, (iv) all
indebtedness guaranteed by such Person, (v) all obligations under leases that
constitute capital leases for which such Person is liable, and (vi) all
obligations of such Person under interest rate swaps, caps, floors, collars and
other interest hedge agreements, in each case whether such Person is liable,
contingently or otherwise, as obligor, guarantor or otherwise, or in respect of
which obligations such Person otherwise assures a creditor against loss.

     "Indemnified Liabilities" shall have the meaning set forth in Section
11.13(b).

     "Independent Director" shall have the meaning set forth in Section
3.1.24(p).


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<PAGE>

     "Insolvency Opinion" shall mean that certain bankruptcy nonconsolidation
opinion letter dated the date hereof delivered by Frost Brown Todd LLC in
connection with the Loan.

     "Insurance Funds" shall have the meaning set forth in Section 6.3.1.

     "Insurance Premiums" shall have the meaning set forth in Section 5.1.1(b).

     "Interest Rate" shall mean (a) with respect to Component A1, the Component
A1 Rate and (b) with respect to Component A2, the Component A2 Rate.

     "Investment Grade Rating" shall mean a long-term unsecured debt rating of
at least BBB- by Fitch and S&P and Baa3 by Moody's.

     "Lease" shall mean any lease, sublease or subsublease, letting, license,
concession or other agreement (whether written or oral and whether now or
hereafter in effect) pursuant to which any Person is granted a possessory
interest in, or right to use or occupy all or any portion of any space in the
Property, and every modification, amendment or other agreement relating to such
lease, sublease, subsublease, or other agreement entered into in connection with
such lease, sublease, subsublease, or other agreement and every guarantee of the
performance and observance of the covenants, conditions and agreements to be
performed and observed by the other party thereto.

     "Lease Termination Fee" shall have the meaning set forth in Section 6.6.1.

     "Lease Termination Rollover Funds" shall have the meaning set forth in
Section 6.6.1.

     "Legal Requirements" shall mean all federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations, ordinances,
judgments, decrees and injunctions of Governmental Authorities affecting
Borrower or the Property or any part thereof or the construction, use,
alteration or operation thereof, or any part thereof, whether now or hereafter
enacted and in force, including, without limitation, the Americans with
Disabilities Act of 1990, and all permits, licenses and authorizations and
regulations relating thereto, and all covenants, agreements, restrictions and
encumbrances contained in any instruments, either of record or known to
Borrower, at any time in force affecting the Property or any part thereof,
including, without limitation, any which may (i) require repairs, modifications
or alterations in or to the Property or any part thereof, or (ii) in any way
limit the use and enjoyment thereof.

     "Lender" shall mean Morgan Stanley Mortgage Capital Inc., a New York
corporation, together with its successors and assigns.

     "Lender Indemnitees" shall have the meaning set forth in Section 11.13(b).

     "Letter of Credit" shall mean an irrevocable, unconditional, transferable,
clean sight draft letter of credit acceptable to Lender and the Rating Agencies
(either an evergreen letter of credit or one which does not expire until at
least thirty (30) Business Days after the Maturity Date) in favor of Lender and
entitling Lender to draw thereon in New York, New York, issued by a domestic


                                      -7-
<PAGE>

Eligible Institution or the U.S. agency or branch of a foreign Eligible
Institution. If at any time the bank issuing any such Letter of Credit shall
cease to be an Eligible Institution, Lender shall have the right immediately to
draw down the same in full and hold the proceeds of such draw in accordance with
the applicable provisions hereof.

     "Liabilities" shall have the meaning set forth in Section 9.2(b).

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

     "Loan" shall mean the loan in the original principal amount of Sixty
Million and No/100 Dollars ($60,000,000.00) made by Lender to Borrower pursuant
to this Agreement.

     "Loan Documents" shall mean, collectively, this Agreement, the Note, the
Mortgage, the Assignment of Leases, the Cash Management Agreement, the
Environmental Indemnity, the Guaranty, the Assignment of Management Agreement
and any other document pertaining to the Property as well as all other documents
now or hereafter executed and/or delivered in connection with the Loan, as the
same may be amended, restated, replaced, supplemented or otherwise modified from
time to time.

     "Major Lease" shall mean any Lease covering more than 10,000 square feet at
the Property.

     "Management Agreement" shall mean the management agreement entered into by
and between Borrower and the Manager, pursuant to which the Manager is to
provide management and other services with respect to the Property.

     "Manager" shall mean, collectively, Glimcher Properties Limited
Partnership, a Delaware limited partnership, or any other manager approved in
accordance with the terms and conditions of the Loan Documents.

     "Manager Termination Ratio" shall have the meaning set forth in Section
7.3.

     "Material Agreements" means each contract and agreement relating to the
ownership, management, development, use, operation, leasing, maintenance, repair
or improvement of the Property, other than the Management Agreement and the
Leases, under which there is an obligation of Borrower to pay more than
$500,000.00 per annum.

     "Maturity Date" shall mean June 8, 2016 or such other date on which the
final payment of principal of the Note becomes due and payable as therein or
herein provided, whether at such stated maturity date, by declaration of
acceleration, or otherwise; provided, however, if a Defeasance Event occurs, the
Maturity Date shall mean the Permitted Prepayment Date.


                                      -8-
<PAGE>

     "Maximum Legal Rate" shall mean the maximum nonusurious interest rate, if
any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Note and as
provided for herein or the other Loan Documents, under the laws of such state or
states whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions of the Loan.

     "Minimum Disbursement Amount" shall mean Twenty-Five Thousand and No/100
Dollars ($25,000).

     "Monthly Debt Service Payment Amount" shall mean the interest that has
accrued on the principal amount of the Loan pursuant to Section 2.2.4 hereof.

     "Monthly Payment Date" shall mean the eighth (8th) day of every calendar
month occurring during the term of the Loan.

     "Moody's" shall mean Moody's Investors Service, Inc.

     "Morgan Stanley" shall have the meaning set forth in Section 9.2(b).

     "Morgan Stanley Group" shall have the meaning set forth in Section 9.2(b).

     "Mortgage" shall mean that certain first priority Deed of Trust, Security
Agreement, and Fixture Filing, dated the date hereof, executed and delivered by
Borrower as security for the Loan and encumbering the Property, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to
time.

     "Net Proceeds" shall mean: (i) the net amount of all insurance proceeds
payable as a result of a Casualty to the Property, after deduction of reasonable
costs and expenses (including, but not limited to, reasonable attorneys' fees),
if any, in collecting such insurance proceeds, or (ii) the net amount of the
Award, after deduction of reasonable costs and expenses (including, but not
limited to, reasonable attorneys' fees), if any, in collecting such Award.

     "Net Proceeds Deficiency" shall have the meaning set forth in Section
5.3.2(f).

     "Note" shall mean, collectively, Note A1 and Note A2, as either of the same
may hereafter be amended, supplemented, restated, increased, extended,
consolidated or severed from time to time.

     "Note A1" shall mean that certain Promissory Note A1 dated the date hereof
executed by Borrower and payable to the order of Lender which represents
Component A1 of the Loan, as the same may hereafter be amended, supplemented,
restated, increased, extended, consolidated or severed from time to time.

     "Note A2" shall mean that certain Promissory Note A2 dated the date hereof
executed by Borrower and payable to the order of Lender which represents
Component A2 of the Loan, as the same may hereafter be amended, supplemented,
restated, increased, extended, consolidated or severed from time to time.


                                      -9-
<PAGE>

     "Notice" shall have the meaning set forth in Section 11.6.

     "Officer's Certificate" shall mean a certificate delivered to Lender by
Borrower which is signed by an authorized senior officer of Borrower.

     "Operating Agreements" shall mean the REA, including any other covenants,
restrictions or agreements of record relating to the construction, operation or
use of the Property.

     "Operating Expenses" shall mean all costs and expenses relating to the
operation, maintenance and management of the Property, including, without
limitation, utilities, repairs and maintenance, insurance, property taxes and
assessments, advertising expenses, payroll and related taxes, equipment lease
payments, a management fee equal to the greater of 4% of annual base and
percentage rents or the actual management fee, $121,000.00 per annum with
respect to capital costs and $180,000.00 per annum with respect to tenant
rollover expenses, but excluding actual Capital Expenditures, depreciation,
amortization, Extraordinary Expenses and deposits required to be made to the
Reserve Funds; provided, however such costs and expenses shall be subject to
adjustment by Lender to normalize such costs and expenses.

     "Other Charges" shall mean all ground rents, maintenance charges,
impositions other than Taxes, and any other charges, including, without
limitation, vault charges and license fees for the use of vaults, chutes and
similar areas adjoining the Property, now or hereafter levied or assessed or
imposed against the Property or any part thereof.

     "Otherwise Rated Insurer" shall have the meaning set forth in Section
5.1.2.

     "Partial Release Date" shall have the meaning set forth in Section
11.29(a)(i).

     "Permitted Encumbrances" shall mean, collectively, (i) the Liens and
security interests created by the Loan Documents, (ii) all Liens, encumbrances
and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any,
for Taxes imposed by any Governmental Authority not yet due or delinquent, and
(iv) such other title and survey exceptions as Lender has approved or may
approve in writing in Lender's sole discretion.

     "Permitted Investments" shall have the meaning set forth in the Cash
Management Agreement.

     "Permitted Owner" shall mean a Person who satisfies (i) or (ii) or (iii)
below:

     (i) a Qualified Transferee;

     (ii) any Person, prior to a Securitization, approved by Lender (such
approval not to be unreasonably withheld) or, regarding which, after a
Securitization, Lender has received a Rating Agency Confirmation; or

     (iii) Sponsor.

     "Permitted Prepayment Date" shall mean March 8, 2016.


                                      -10-
<PAGE>

     "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, estate, trust, unincorporated association, any
other entity, any federal, state, county or municipal government or any bureau,
department or agency thereof and any fiduciary acting in such capacity on behalf
of any of the foregoing.

     "Physical Conditions Report" shall mean that certain Property Condition
Report dated April 24, 2006 prepared by EMG Corp.

     "Plan Assets Regulation" shall have the meaning set forth in Section 3.1.8.

     "Policies" shall have the meaning set forth in Section 5.1.1(b).

     "Prepayment Date" shall mean the date on which the Loan is prepaid in
accordance with the terms hereof.

     "Prescribed Laws" shall mean, collectively, (a) the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (b)
Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001,
and relating to Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism, (c) the International
Emergency Economic Power Act, 50 U.S.C. ss.1701 et. seq. and (d) all other Legal
Requirements relating to money laundering or terrorism.

     "Property" shall mean the parcel of real property, the Improvements thereon
and all personal property owned by Borrower and encumbered by the Mortgage,
together with all rights pertaining to such property and Improvements, all as
more particularly described in the Granting Clauses of the Mortgage. If the
release of the Release Parcel is effected under Section 11.29, then the Property
shall then only include (a) the Remainder Parcel, and (b) the Substitute Parcel
if the Borrower so provides it as additional collateral pursuant to the terms of
Section 11.29(a)(xvii) below.

     "Qualified Transferee" shall mean any one of the following Persons:

     (i) a pension fund, pension trust or pension account that has total real
estate equity assets of at least $1 Billion; or

     (ii) a pension fund advisor who immediately prior to such transfer,
controls at least $1 Billion of real estate equity assets; or

     (iii) an insurance company which is subject to supervision by the insurance
commissioner, or a similar official or agency, of a state or territory of the
United States (including the District of Columbia) (a) with a net worth, as of a
date no more than six (6) months prior to the date of the transfer of at least
$500 Million and (b) who, immediately prior to such transfer, controls real
estate equity assets of at least $1 Billion; or

     (iv) a corporation organized under the banking laws of the United States or
any state or territory of the United States (including the District of Columbia)
with a combined capital and surplus of at least $500 Million; or


                                      -11-
<PAGE>

     (v) any Person with an Investment Grade Rating from at least one (1) of the
Rating Agencies (provided that none of the Rating Agencies have assigned a
rating which is not an Investment Grade Rating to such Person) who (A) owns or
operates, together with its Affiliates, at least twelve (12) regional or super
regional malls totaling at least 6,000,000 square feet of gross leasable area of
space and (B) immediately prior to such transfer, controls real estate equity
assets of at least $1 Billion; or

     (vi) any Person who (A) owns or operates, together with its Affiliates, at
least twelve (12) regional or super regional malls totaling at least 6,000,000
square feet of gross leasable area of space, (B) has a net worth, as of a date
no more than six (6) months prior to the date of such transfer, of at least $500
Million and (C) immediately prior to such transfer, controls real estate equity
assets of at least $1 Billion.

     "Rating Agencies" shall mean, prior to the final Securitization of the
Loan, each of S&P, Moody's and Fitch, or any other nationally-recognized
statistical rating agency which has been designated by Lender and, after the
final Securitization of the Loan, shall mean any of the foregoing that have
rated any of the Securities.

     "Rating Agency Confirmation" shall mean a written confirmation from each of
the Rating Agencies that the credit rating of the Securities by such Rating
Agency immediately prior to the occurrence of the event with respect to which
such Rating Agency Confirmation is sought will not be qualified, downgraded or
withdrawn as a result of the occurrence of such event, which confirmation may be
granted or withheld in such Rating Agency's sole and absolute discretion.

     "REA" shall mean, collectively, as the same may be amended, restated,
supplemented or otherwise modified from time to time, that certain Declaration
of Establishment of Restrictions and Covenants Affecting Land more specifically
described on Schedule VII attached hereto and made a part hereof.

     "REA Amendment" shall have the meaning set forth in Section 11.29(a).

     "Registration Statement" shall have the meaning set forth in Section
9.2(b).

     "REIT" shall mean Glimcher Realty Trust, a Maryland real estate investment
trust.

     "Release Date" shall mean the earlier to occur of (i) the third anniversary
of the Closing Date and (ii) the date that is two (2) years from the "startup
day" (within the meaning of Section 860G(a)(9) of the Code) of the REMIC Trust
established in connection with the last Securitization involving any portion of
this Loan.

     "Release Parcel" shall mean one or more of any of the parking lot areas of
the Property in the general area shown crosshatched on Schedule VI hereof which
do not have any improvements thereon as of the date hereof which are reasonably
capable of producing income.

     "Remainder Parcel" shall have the meaning set forth in Section
11.29(a)(ii).


                                      -12-
<PAGE>

     "REMIC Trust" shall mean a "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code that holds the Note.

     "Rent Deficiency" shall have the meaning set forth in Section 6.6.2.

     "Rents" shall mean all rents, moneys payable as damages or in lieu of rent,
revenues, deposits (including, without limitation, security, utility and other
deposits), accounts, cash, issues, profits, charges for services rendered, and
other consideration of whatever form or nature received by or paid to or for the
account of or benefit of Borrower or its agents or employees from any and all
sources arising from or attributable to the Property.

     "Replacement Lease" shall have the meaning set forth in Section 6.6.2.

     "Required Amount" shall mean an amount calculated on an annual basis which
is equal to the sum of $150,000.00 multiplied by a fraction, the numerator of
which shall be the CPI level ninety (90) days prior to the renewal date of the
applicable insurance policy and the denominator of which shall be the CPI level
on the Closing Date. The Required Amount, as adjusted by the CPI ninety (90)
days prior to the renewal date of the applicable insurance policy, shall apply
only to the next succeeding renewal of any insurance policy required under
Section 5.1.1(a)(xi).

     "Reserve Funds" shall mean, collectively, the Insurance Funds, the Tax
Funds, the Lease Termination Rollover Funds and the Rollover Funds.

     "Restoration" shall have the meaning set forth in Section 5.2.1.

     "Restoration Threshold" shall mean Three Million and No/100 Dollars
($3,000,000.00).

     "Rollover Funds" shall have the meaning set forth in Section 6.5.1.

     "S&P" shall mean Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc.

     "Scheduled Defeasance Payments" shall mean scheduled payments of interest
and principal under the Note for all Monthly Payment Dates occurring after the
Defeasance Date and up to and including the Permitted Prepayment Date (including
the outstanding principal balance on the Note as of the Permitted Prepayment
Date), and all payments required after the Defeasance Date, if any, under the
Loan Documents for servicing fees and other similar charges.

     "Secondary Market Transaction" shall have the meaning set forth in Section
9.1(a).

     "Securities" shall have the meaning set forth in Section 9.1(a).

     "Securities Act" shall have the meaning set forth in Section 9.2(a).

     "Securitization" shall have the meaning set forth in Section 9.1(a).


                                      -13-
<PAGE>

     "Security Agreement" shall mean a security agreement in form and substance
that would be satisfactory to a prudent lender pursuant to which Borrower grants
Lender a perfected, first priority security interest in the Defeasance
Collateral Account and the Defeasance Collateral.

     "Servicer" shall have the meaning set forth in Section 11.24.

     "Servicing Agreement" shall have the meaning set forth in Section 11.24.

     "Severed Loan Documents" shall have the meaning set forth in Section
10.2(c).

     "SPC Party" shall have the meaning set forth in Section 3.1.24(o).

     "Sponsor" shall mean Glimcher Properties Limited Partnership, a Delaware
limited partnership, or any successor.

     "Standard Statement" shall have the meaning set forth in Section 9.1(c).

     "State" shall mean the State or Commonwealth in which the Property or any
part thereof is located.

     "Substitute Parcel" shall mean all or any portion of the land adjacent to
the Property which is owned by Borrower or an Affiliate as of the Release Date,
as shown cross-hatched on Schedule VIII hereto and marked as "Substitute Parcel"
and which is added as immaterial additional collateral under the Mortgage
pursuant to Section 11.29 below.

     "Successor Borrower" shall have the meaning set forth in Section 2.5.3.

     "Survey" shall mean a survey of the Property prepared by a surveyor
licensed in the State and satisfactory to Lender and the company or companies
issuing the Title Insurance Policy, and containing a certification of such
surveyor satisfactory to Lender.

     "Tax Funds" shall have the meaning set forth in Section 6.2.1.

     "Taxes" shall mean all real estate and personal property taxes,
assessments, water rates or sewer rents, now or hereafter levied or assessed or
imposed against the Property or part thereof, together with all interest and
penalties thereon.

     "Tenant" shall mean any Person obligated by contract or otherwise to pay
monies (including a percentage of gross income, revenue or profits) under any
Lease now or hereafter affecting all or any part of the Property.

     "Termination Space" shall have the meaning set forth in Section 6.6.1.

     "Title Insurance Policy" shall mean an ALTA mortgagee title insurance
policy in the form acceptable to Lender issued with respect to the Property and
insuring the lien of the Mortgage.


                                      -14-
<PAGE>

     "Treasury Rate" shall mean, as of the Maturity Date, the yield, calculated
by Lender by linear interpolation (rounded to the nearest one-thousandth of one
percent (i.e., 0.001%) of the yields of non-inflation adjusted noncallable
United States Treasury obligations with terms (one longer and one shorter) most
nearly approximating the period from such date of determination to the Maturity
Date, as determined by Lender on the basis of Federal Reserve Statistical
Release H.15-Selected Interest Rates under the heading U.S. Governmental
Security/Treasury Constant Maturities, or another recognized source of financial
market information selected by Lender. Lender's determination of the Treasury
Rate shall be final absent manifest error.

     "Trigger Event" shall mean the occurrence of either one or both of the
following events: (a) an Event of Default or (b) a Debt Service Coverage Ratio
Event.

     "Trigger Period" shall mean a period commencing on the first (1st) Business
Day after a Trigger Event has occurred through the first (1st) Business Day
after the related Event of Default no longer exists or the related Debt Service
Coverage Ratio Event has not existed for a period of six (6) consecutive months,
as applicable.

     "Trustee" shall mean any trustee holding the Loan in a Securitization.

     "UCC" or "Uniform Commercial Code" shall mean the Uniform Commercial Code
as in effect in the State.

     "Underwritable Cash Flow" shall mean the excess of Gross Revenue over
Operating Expenses. Lender's calculation of Underwritable Cash Flow (including
determination of items that do not qualify as Gross Revenue or Operating
Expenses) shall be calculated by Lender based upon Lender's determination of
Rating Agency criteria and shall be final absent manifest error.

     "Underwriter Group" shall have the meaning set forth in Section 9.2(b).

     "Updated Information" shall have the meaning set forth in Section
9.1(b)(i).

     "U.S. Obligations" shall mean (i) direct obligations of the United States
of America for the payment of which its full faith and credit is pledged and
which are not subject to prepayment, call or early redemption, (ii) other
non-callable "government securities" as defined in Treasury Regulations Section
1.860G-2(a)(8)(i), as amended which (a) will not result in a reduction,
downgrade or withdrawal of the ratings for the Certificates or any class thereof
issued in connection with a Securitization, (b) are then outstanding and (c) are
then being generally accepted by the Rating Agencies without any reduction,
downgrade or withdrawal of the ratings for the Certificates or any class thereof
issued in connection with a Securitization or (c) other non-callable
instruments, which (w) if a Securitization has occurred, will not cause the
REMIC Trust formed pursuant to such Securitization to fail to maintain its
status as a "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code, (x) will not result in a reduction, downgrade or
withdrawal of the ratings for the Certificates or any class thereof issued in
connection with a Certificate, (y) are then outstanding and (z) are then being
generally accepted by the Rating Agencies without any reduction, downgrade or
withdrawal of the ratings for the Certificates or any class thereof issued in
connection with a Securitization.


                                      -15-
<PAGE>

     "Yield Maintenance Premium" shall mean an amount equal to the greater of:
(i) one percent (1%) of the principal amount of the Loan being prepaid or (ii)
the present value as of the Prepayment Date of the Calculated Payments from the
Prepayment Date through the Permitted Prepayment Date determined by discounting
such payments at the Discount Rate. As used in this definition, the term
"Prepayment Date" shall mean the date on which prepayment is made. As used in
this definition, the term "Calculated Payments" shall mean the monthly payments
of interest only which would be due based on the principal amount of the Loan
being prepaid on the Prepayment Date and assuming an interest rate per annum
equal to the difference (if such difference is greater than zero) between (y)
the Interest Rate and (z) the Yield Maintenance Treasury Rate. As used in this
definition, the term "Discount Rate" shall mean the rate which, when compounded
monthly, is equivalent to the Yield Maintenance Treasury Rate, when compounded
semi-annually. As used in this definition, the term "Yield Maintenance Treasury
Rate" shall mean the yield calculated by Lender by the linear interpolation of
the yields, as reported in the Federal Reserve Statistical Release H.15-Selected
Interest Rates under the heading U.S. Government Securities/Treasury Constant
Maturities for the week ending prior to the Prepayment Date, of U.S. Treasury
Constant Maturities with maturity dates (one longer or one shorter) most nearly
approximating the Permitted Prepayment Date. In the event Release H.15 is no
longer published, Lender shall select a comparable publication to determine the
Yield Maintenance Treasury Rate. In no event, however, shall Lender be required
to reinvest any prepayment proceeds in U.S. Treasury obligations or otherwise.

     Section 1.2 Principles of Construction. All references to sections and
schedules are to sections and schedules in or to this Agreement unless otherwise
specified. Unless otherwise specified, the words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. Unless otherwise specified, all meanings attributed to defined terms
herein shall be equally applicable to both the singular and plural forms of the
terms so defined.

     II. THE LOAN

     Section 2.1 The Loan.

     2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and
conditions set forth herein, Lender shall make the Loan to Borrower and Borrower
shall accept the Loan from Lender on the Closing Date.

     2.1.2 Single Disbursement to Borrower. Borrower shall receive only one
borrowing hereunder in respect of the Loan and any amount borrowed and repaid
hereunder in respect of the Loan may not be reborrowed.

     2.1.3 The Note. The Loan shall be evidenced by the Note of even date
herewith, in the aggregate principal amount of Sixty Million and No/100 Dollars
($60,000,000.00) and shall be repaid in accordance with the terms of this
Agreement and the Note.


                                      -16-
<PAGE>

     2.1.4 Use of Proceeds. Borrower shall use proceeds of the Loan to (i) pay
and discharge any existing loans relating to the Property, (ii) pay all past-due
Basic Carrying Costs, if any, in respect of the Property, (iii) deposit the
Reserve Funds, (iv) pay costs and expenses incurred in connection with the
closing of the Loan, as approved by Lender, (v) fund any working capital
requirements of the Property, as approved by Lender, and (vi) retain the
balance, if any.

     2.1.5 Modification of Components. Lender shall have the right, at any time,
to modify the Loan in order to create additional Components, reduce the number
of Components, reallocate the principal balances of the Components or eliminate
the Component structure of the Loan provided that (a) the total principal
balance of the Loan immediately after the effective date of such modification
equals the outstanding principal balance of the Loan immediately prior to such
modification, and (b) the weighted average of the interest rates for all
Components immediately after the effective date of such modification equals the
weighted average of the interest rates for all Components immediately prior to
such modification. Lender shall have the right to modify the Components in
accordance with this Section 2.1.5 upon prior notice to Borrower (in which event
such modification shall then be deemed effective). If requested by Lender,
Borrower shall promptly execute an amendment to this Agreement and the Note to
evidence such modification.

     Section 2.2 Interest Rate.

     2.2.1 Interest Rate. Interest on the outstanding principal balance of each
Component shall accrue from the Closing Date up to but excluding the earlier of
the date on which the Loan is prepaid in whole in accordance with the terms
hereof or the Maturity Date at the Interest Rate.

     2.2.2 Intentionally Omitted.

     2.2.3 Default Rate. In the event that, and for so long as, any Event of
Default shall have occurred and be continuing, the outstanding principal balance
of the Loan and, to the extent permitted by law, overdue interest in respect of
the Loan, shall accrue interest at the Default Rate, calculated from the date
the Default occurred that led to such Event of Default without regard to any
grace or cure periods contained herein.

     2.2.4 Interest Calculation. Interest on the outstanding principal balance
of each Component shall be calculated by multiplying (a) the actual number of
days elapsed in the period for which the calculation is being made by (b) a
daily rate based on a three hundred sixty (360) day year (that is, the Interest
Rate or the Default Rate, as then applicable, expressed as an annual rate
divided by 360) by (c) the outstanding principal balance. The accrual period for
calculating interest due on each Monthly Payment Date shall be the period from
the eighth (8th) day of the calendar month immediately prior to such Monthly
Payment Date through and including the seventh (7th) day of the calendar month
in which such Monthly Payment Date occurs.


                                      -17-
<PAGE>

     2.2.5 Usury Savings. This Agreement and the other Loan Documents are
subject to the express condition that at no time shall Borrower be required to
pay interest on the principal balance of the Loan at a rate which could subject
Lender to either civil or criminal liability as a result of being in excess of
the Maximum Legal Rate. If by the terms of this Agreement or the other Loan
Documents, Borrower is at any time required or obligated to pay interest on the
principal balance due hereunder at a rate in excess of the Maximum Legal Rate,
the Interest Rate or the Default Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Legal Rate and all previous payments in
excess of the Maximum Legal Rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due hereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance, or detention
of the sums due under the Loan, shall, to the extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full stated
term of the Loan until payment in full so that the rate or amount of interest on
account of the Loan does not exceed the Maximum Legal Rate from time to time in
effect and applicable to the Loan for so long as the Loan is outstanding.

     Section 2.3 Loan Payments.

     2.3.1 Payment. Borrower shall make a payment to Lender of interest only on
the Closing Date for the period from the Closing Date through and including June
7, 2006 (unless the Closing Date is the eighth (8th) day of a calendar month, in
which case no such separate payment of interest shall be due). Borrower shall
make a payment to Lender of interest in the amount of the Monthly Debt Service
Payment Amount on the Monthly Payment Date occurring in July, 2006 and on each
Monthly Payment Date thereafter to and including the Maturity Date. Each payment
shall be applied (a) first to accrued and unpaid interest on all of the
Components and (b) the balance shall be applied to principal of all the
Components, pro rata and pari passu.

     2.3.2 Intentionally Omitted.

     2.3.3 Payment on Maturity Date. Borrower shall pay to Lender on the
Maturity Date the outstanding principal balance of the Loan, all accrued and
unpaid interest (including without limitation the Accrued Interest) and all
other amounts due hereunder and under the Note, the Mortgage and the other Loan
Documents.

     2.3.4 Late Payment Charge. If any principal, interest or any other sum due
under the Loan Documents, other than the payment of principal due on the
Maturity Date, is not paid by Borrower on the date on which it is due, Borrower
shall pay to Lender upon demand an amount equal to the lesser of three percent
(3%) of such unpaid sum or the maximum amount permitted by applicable law in
order to defray the expense incurred by Lender in handling and processing such
delinquent payment and to compensate Lender for the loss of the use of such
delinquent payment. Any such amount shall be secured by the Mortgage and the
other Loan Documents. Notwithstanding the foregoing, Borrower shall not be
required to pay such amount to the extent sufficient amounts are on deposit in
the applicable Accounts (as defined in the Cash Management Agreement) to satisfy
such obligations on the dates each such payment is required, regardless of
whether any of such amounts are so applied by Lender provided that Borrower has
not attempted to stop payment of such sums.


                                      -18-
<PAGE>

     2.3.5 Method and Place of Payment. (a) Except as otherwise specifically
provided herein, all payments and prepayments under this Agreement and the Note
shall be made to Lender not later than 2:00 P.M., New York City time, on the
date when due and shall be made in lawful money of the United States of America
in immediately available funds at Lender's office, and any funds received by
Lender after such time shall, for all purposes hereof, be deemed to have been
paid on the next succeeding Business Day.

     (b) Whenever any payment to be made hereunder or under any other Loan
Document shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be the preceding Business Day.

     (c) All payments required to be made by Borrower hereunder or under the
Note or the other Loan Documents shall be made irrespective of, and without
deduction for, any setoff, claim or counterclaim and shall be made irrespective
of any defense thereto.

     2.3.6 Payments After Event of Default. Any amounts received by Lender
following an Event of Default shall be applied by Lender toward the payment of
interest and/or principal of any of the Components and/or any other amounts due
under the Loan Documents in such order, priority and proportions as Lender in
its sole discretion shall deem proper.

     Section 2.4 Prepayments.

     2.4.1 Voluntary Prepayments. Except as otherwise provided herein, Borrower
shall not have the right to prepay the Loan in whole or in part. On and after
the Permitted Prepayment Date, Borrower may, provided no Event of Default has
occurred and is continuing, at its option and upon thirty (30) days prior notice
to Lender (or such shorter period of time as may be permitted by Lender in its
sole discretion), prepay the Debt in whole on any date without payment of the
Yield Maintenance Premium. Any prepayment received by Lender on a date other
than a Monthly Payment Date shall include interest which would have accrued
thereon to the next Monthly Payment Date and such amounts (i.e. principal and
interest prepaid by Borrower) shall be held by Lender as collateral security for
the Loan in an interest bearing account at an Eligible Institution, with
interest accruing on such amounts to the benefit of Borrower; such amounts
prepaid shall be applied to the Loan on the next Monthly Payment Date, with any
interest on such funds paid to Borrower on such date provided no Event of
Default then exists.

     2.4.2 Mandatory Prepayments. On each date on which Lender actually receives
a distribution of Net Proceeds, and if Lender is not obligated to make such Net
Proceeds available to Borrower for a Restoration, Borrower shall, at Lender's
option, prepay the outstanding principal balance of the Note in an amount equal
to one hundred percent (100%) of such Net Proceeds together with interest that
would have accrued on such amounts through the next Monthly Payment Date. The
full amount of any such prepayment shall be applied to the Components in the
order specified in Section 2.3.1. No Yield Maintenance Premium shall be due in
connection with any prepayment made pursuant to this Section 2.4.2. Any
prepayment received by Lender pursuant to this Section 2.4.2 on a date other
than a Monthly Payment Date shall be held by Lender as collateral security for
the Loan in an interest bearing account, with such interest accruing to the
benefit of Borrower, and shall be applied by Lender on the next Monthly Payment
Date.


                                      -19-
<PAGE>

     2.4.3 Prepayments After Default. If after an Event of Default, payment of
all or any part of the principal of the Loan is tendered by Borrower, a
purchaser at foreclosure or any other Person, such tender shall be deemed an
attempt to circumvent the prohibition against prepayment set forth in Section
2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay the
Yield Maintenance Premium, in addition to the outstanding principal balance, all
accrued and unpaid interest and other amounts payable under the Loan Documents.
The full amount of any such prepayment shall be applied by Lender toward the
payment of interest and/or principal of any of the Components and/or any other
amounts due under the Loan Documents in such order, priority and proportions as
Lender in its sole discretion shall deem proper.

     Section 2.5 Defeasance.

     2.5.1 Conditions to Defeasance. (a) Provided no Event of Default shall have
occurred and remain uncured, Borrower shall have the right at any time after the
Release Date and prior to the Permitted Prepayment Date to voluntarily defease
the entire Loan and obtain a release of the lien of the Mortgage by providing
Lender with the Defeasance Collateral (hereinafter, a "Defeasance Event"),
subject to the satisfaction of the following conditions precedent:

     (i) Borrower shall provide Lender not less than thirty (30) days notice (or
such shorter period of time if permitted by Lender in its sole discretion)
specifying a date (the "Defeasance Date") on which the Defeasance Event is to
occur;

     (ii) Borrower shall pay to Lender (A) all payments of principal and
interest due on the Loan to and including the Defeasance Date and (B) all other
sums, then due under the Note, this Agreement, the Mortgage and the other Loan
Documents;

     (iii) Borrower shall deposit the Defeasance Collateral into the Defeasance
Collateral Account and otherwise comply with the provisions of Sections 2.5.2
and 2.5.3 hereof;

     (iv) Borrower shall execute and deliver to Lender a Security Agreement in
respect of the Defeasance Collateral Account and the Defeasance Collateral;

     (v) Borrower shall deliver to Lender an opinion of counsel for Borrower
that is standard in commercial lending transactions and subject only to
customary qualifications, assumptions and exceptions opining, among other
things, that (A) Lender has a valid perfected first priority security interest
in the Defeasance Collateral Account and the Defeasance Collateral, (B) if a
Securitization has occurred, the REMIC Trust formed pursuant to such
Securitization will not fail to maintain its status as a "real estate mortgage
investment conduit" within the meaning of Section 860D of the Code as a result
of a Defeasance Event pursuant to this Section 2.5 and (C) a non-consolidation
opinion with respect to the Successor Borrower;

     (vi) Borrower shall deliver to Lender a Rating Agency Confirmation as to
the Defeasance Event;


                                      -20-
<PAGE>

     (vii) Borrower shall deliver an Officer's Certificate certifying that the
requirements set forth in this Section 2.5 have been satisfied;

     (viii) Borrower shall deliver a certificate of a "Big Four" or other
nationally recognized public accounting firm acceptable to Lender certifying
that the Defeasance Collateral will generate monthly amounts equal to or greater
than the Scheduled Defeasance Payments;

     (ix) Borrower shall deliver such other certificates, opinions, documents
and instruments as Lender may reasonably request based upon the then applicable
requirements of the Rating Agencies; and

     (x) Borrower shall pay all costs and expenses of Lender incurred in
connection with the Defeasance Event, including Lender's reasonable attorneys'
fees and expenses and Rating Agency fees and expenses.

     (b) If Borrower has elected to defease the Note and the requirements of
this Section 2.5 have been satisfied, the Property shall be released from the
lien of the Mortgage and the Defeasance Collateral pledged pursuant to the
Security Agreement shall be the sole source of collateral securing the Note. In
connection with the release of the Lien, Borrower shall submit to Lender, not
less than thirty (30) days prior to the Defeasance Date (or such shorter time as
is acceptable to Lender in its sole discretion), a release of Lien (and related
Loan Documents) for execution by Lender. Such release shall be in a form
appropriate in the jurisdiction in which the Property is located and that
contains standard provisions protecting the rights of the releasing lender. In
addition, Borrower shall provide all other documentation Lender reasonably
requires to be delivered by Borrower in connection with such release, together
with an Officer's Certificate certifying that such documentation (i) is in
compliance with all Legal Requirements, and (ii) will effect such release in
accordance with the terms of this Agreement. Borrower shall pay all costs, taxes
and expenses associated with the release of the lien of the Mortgage, including
Lender's reasonable attorneys' fees. Except as set forth in this Section 2.5, no
repayment, prepayment or defeasance of all or any portion of the Note shall
cause, give rise to a right to require, or otherwise result in, the release of
the lien of the Mortgage on the Property.

     2.5.2 Defeasance Collateral Account. On or before the date on which
Borrower delivers the Defeasance Collateral, Borrower shall open at any Eligible
Institution the defeasance collateral account (the "Defeasance Collateral
Account") which shall at all times be an Eligible Account. The Defeasance
Collateral Account shall contain only (i) Defeasance Collateral, and (ii) cash
from interest and principal paid on the Defeasance Collateral. All cash from
interest and principal payments paid on the Defeasance Collateral shall be paid
over to Lender on each Monthly Payment Date and applied first to accrued and
unpaid interest and then to principal. Any cash from interest and principal paid
on the Defeasance Collateral not needed to pay the Scheduled Defeasance Payments
shall be paid to Borrower. Borrower shall cause the Eligible Institution at
which the Defeasance Collateral is deposited to enter an agreement with Borrower
and Lender, satisfactory to Lender in its sole discretion, pursuant to which
such Eligible Institution shall agree to hold and distribute the Defeasance
Collateral in accordance with this Agreement. The Borrower or Successor
Borrower, as applicable, shall be the owner of the Defeasance Collateral Account
and shall report all income accrued on Defeasance Collateral for federal, state
and local income tax purposes in its income tax return. Borrower shall prepay


                                      -21-
<PAGE>

all cost and expenses associated with opening and maintaining the Defeasance
Collateral Account. Lender shall not in any way be liable by reason of any
insufficiency in the Defeasance Collateral Account.

     2.5.3 Successor Borrower. In connection with a Defeasance Event under this
Section 2.5, Borrower shall, if required by the Rating Agencies or if Borrower
elects to do so, establish or designate a successor entity (the "Successor
Borrower") which shall be a single purpose bankruptcy remote entity and which
shall be approved by the Rating Agencies. Any such Successor Borrower may, at
Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall
require otherwise. Borrower shall transfer and assign all obligations, rights
and duties under and to the Note, together with the Defeasance Collateral to
such Successor Borrower. Such Successor Borrower shall assume the obligations
under the Note and the Security Agreement and Borrower shall be relieved of its
obligations under such documents. Borrower shall pay a minimum of $1,000 to any
such Successor Borrower as consideration for assuming the obligations under the
Note and the Security Agreement. Borrower shall pay all costs and expenses
incurred by Lender, including Lender's attorney's fees and expenses, incurred in
connection therewith.

     III. REPRESENTATIONS AND WARRANTIES

     Section 3.1 Borrower Representations.

     Borrower represents and warrants that:

     3.1.1 Organization. (a) Each of Borrower and each SPC Party is duly
organized, validly existing and in good standing with full power and authority
to own its assets and conduct its business, and is duly qualified in all
jurisdictions in which the ownership or lease of its property or the conduct of
its business requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on its ability to perform its
obligations hereunder, and Borrower has taken all necessary action to authorize
the execution, delivery and performance of this Agreement and the other Loan
Documents by it, and has the power and authority to execute, deliver and perform
under this Agreement, the other Loan Documents and all the transactions
contemplated hereby.

     (b) Borrower's exact legal name is correctly set forth in the first
paragraph of this Agreement. Borrower is an organization of the type specified
in the first paragraph of this Agreement. Borrower is incorporated or organized
under the laws of the state specified in the first paragraph of this Agreement.
Borrower's principal place of business and chief executive office, and the place
where Borrower keeps its books and records, including recorded data of any kind
or nature, regardless of the medium of recording, including software, writings,
plans, specifications and schematics, has been for the preceding four (4) months
(or, if less than four (4) months, the entire period of the existence of
Borrower) and will continue to be the address of Borrower set forth in the first
paragraph of this Agreement (unless Borrower notifies Lender in writing at least
thirty (30) days prior to the date of such change). Borrower's organizational
identification number, if any, assigned by the state of its incorporation or
organization is 4115424. Borrower's federal tax identification number is
20-4526849. Borrower is not subject to back-up withholding taxes.


                                      -22-
<PAGE>

     3.1.2 Proceedings. This Agreement and the other Loan Documents have been
duly authorized, executed and delivered by Borrower and constitute legal, valid
and binding obligations of Borrower, enforceable against Borrower in accordance
with their respective terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

     3.1.3 No Conflicts. The execution and delivery of this Agreement and the
other Loan Documents by Borrower and the performance of its obligations
hereunder and thereunder will not conflict with any provision of any law or
regulation to which Borrower is subject, or conflict with, result in a breach
of, or constitute a default under, any of the terms, conditions or provisions of
any of Borrower's organizational documents or any agreement or instrument to
which Borrower is a party or by which it is bound, or any order or decree
applicable to Borrower, or result in the creation or imposition of any lien on
any of Borrower's assets or property (other than pursuant to the Loan
Documents).

     3.1.4 Litigation. There is no action, suit, proceeding or investigation
pending or, to Borrower's knowledge, threatened against Borrower in any court or
by or before any other Governmental Authority which would materially and
adversely affect the ability of Borrower to carry out the transactions
contemplated by this Agreement.

     3.1.5 Agreements. Borrower is not in default with respect to any order or
decree of any court or any order, regulation or demand of any Governmental
Authority, which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations of Borrower or
its properties or might have consequences that would materially and adversely
affect its performance hereunder.

     3.1.6 Consents. No consent, approval, authorization or order of any court
or Governmental Authority is required for the execution, delivery and
performance by Borrower of, or compliance by Borrower with, this Agreement or
the consummation of the transactions contemplated hereby, other than those which
have been obtained by Borrower.

     3.1.7 Title. Borrower has good, marketable and insurable fee simple title
to the real property comprising part of the Property and good title to the
balance of the Property owned by it, free and clear of all Liens whatsoever
except the Permitted Encumbrances. The Mortgage, when properly recorded in the
appropriate records, together with any Uniform Commercial Code financing
statements required to be filed in connection therewith, will create (i) a
valid, first priority, perfected lien on the Property, subject only to Permitted
Encumbrances and (ii) perfected security interests in and to, and perfected
collateral assignments of, all personalty (including the Leases), all in
accordance with the terms thereof, in each case subject only to any Permitted
Encumbrances. There are no mechanics', materialman's or other similar liens or
claims which have been filed for work, labor or materials affecting the Property
which are or may be liens prior to, or equal or coordinate with, the lien of the
Mortgage. None of the Permitted Encumbrances, individually or in the aggregate,
materially interfere with the benefits of the security intended to be provided
by the Mortgage and this Loan Agreement, materially and adversely affect the
value of the Property, impair the use or operations of the Property or impair
Borrower's ability to pay its obligations in a timely manner.


                                      -23-
<PAGE>

     3.1.8 No Plan Assets. As of the date hereof and throughout the term of the
Loan (a) Borrower is not and will not be an "employee benefit plan," as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), whether or not subject to Title I of ERISA, or a "plan" as
defined in Section 4975 of the Code, (b) none of the assets of Borrower
constitutes or will constitute "plan assets" of one or more such plans within
the meaning of U.S. Department of Labor Regulation 29 C.F.R. Section 2510.3-101
(the "Plan Assets Regulation"), and (c) transactions by or with Borrower are not
and will not be subject to any state statute regulating investments of, or
fiduciary obligations with respect to, governmental plans, as defined in Section
3(32) of ERISA.

     3.1.9 Compliance. Borrower and the Property and the use thereof comply in
all material respects with all applicable Legal Requirements, including, without
limitation, building and zoning ordinances and codes and Prescribed Laws. To
Borrower's knowledge, Borrower is not in default or violation of any order,
writ, injunction, decree or demand of any Governmental Authority, the violation
of which might materially adversely affect the condition (financial or
otherwise) or business of Borrower. Borrower has not committed any act which may
give any Governmental Authority the right to cause Borrower to forfeit the
Property or any part thereof or any monies paid in performance of Borrower's
obligations under any of the Loan Documents.

     3.1.10 Financial Information. All financial data, including, without
limitation, the statements of cash flow and income and operating expense, that
have been delivered to Lender in respect of the Property (i) are true, complete
and correct in all material respects, (ii) accurately represent the financial
condition of the Property as of the date of such reports, and (iii) to the
extent prepared or audited by an independent certified public account have been
prepared in accordance with GAAP throughout the periods covered, except as
disclosed therein. Borrower does not have any contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments that are known to Borrower
and reasonably likely to have a materially adverse effect on the Property or the
operation thereof, except as referred to or reflected in said financial
statements. Since the date of the financial statements, there has been no
material adverse change in the financial condition, operations or business of
Borrower or the Property from that set forth in said financial statements.

     3.1.11 Condemnation. No Condemnation or other proceeding has been commenced
or, to Borrower's best knowledge, is contemplated with respect to all or any
portion of the Property or for the relocation of roadways providing access to
the Property.

     3.1.12 Utilities and Public Access. The Property has rights of access to
public ways and is served by water, sewer, sanitary sewer and storm drain
facilities adequate to service the Property for its intended uses.

     3.1.13 Separate Lots. Except for covenants and similar rights over other
land, the Property is comprised of one (1) or more parcels which constitute
separate tax lots and do not constitute a portion of any other tax lot not a
part of the Property.


                                      -24-
<PAGE>

     3.1.14 Assessments. There are no pending or proposed special or other
assessments for public improvements or otherwise affecting the Property, nor to
Borrower's knowledge are there any contemplated improvements to the Property
that may result in such special or other assessments.

     3.1.15 Enforceability. The Loan Documents are not subject to any right of
rescission, set-off, counterclaim or defense by Borrower, including the defense
of usury, nor would the operation of any of the terms of the Loan Documents, or
the exercise of any right thereunder, render the Loan Documents unenforceable,
and Borrower has not asserted any right of rescission, set-off, counterclaim or
defense with respect thereto.

     3.1.16 Assignment of Leases. The Assignment of Leases creates a valid
assignment of, or a valid security interest in, certain rights under the Leases,
subject only to a license granted to Borrower to exercise certain rights and to
perform certain obligations of the lessor under the Leases, including the right
to operate the Property. No Person other than Lender has any interest in or
assignment of Borrower's interest in the Leases or any portion of the Rents due
and payable or to become due and payable thereunder.

     3.1.17 Insurance. Borrower has obtained and has delivered to Lender
certificates of insurance describing all of the Policies, with all premiums
prepaid thereunder, reflecting the insurance coverages, amounts and other
requirements set forth in this Agreement. No claims have been made under any of
the Policies, and no Person, including Borrower, has done, by act or omission,
anything which would impair the coverage of any of the Policies.

     3.1.18 Licenses. All permits and approvals, including without limitation,
certificates of occupancy required by any Governmental Authority for the use,
occupancy and operation of the Property in the manner in which the Property is
currently being used, occupied and operated have been obtained and are in full
force and effect.

     3.1.19 Flood Zone. Except as shown on the Survey, none of the Improvements
on the Property is located in an area identified by the Federal Emergency
Management Agency as a special flood hazard area.

     3.1.20 Physical Condition. Except as disclosed in the Physical Conditions
Report, the Property, including, without limitation, all buildings,
improvements, parking facilities, sidewalks, storm drainage systems, roofs,
plumbing systems, HVAC systems, fire protection systems, electrical systems,
equipment, elevators, exterior sidings and doors, landscaping, irrigation
systems and all structural components, are in good condition, order and repair
in all material respects; except as disclosed in the Physical Conditions Report,
there exists no structural or other material defects or damages in the Property,
whether latent or otherwise, and Borrower has not received notice from any
insurance company or bonding company of any defects or inadequacies in the
Property, or any part thereof, which would adversely affect the insurability of
the same or cause the imposition of extraordinary premiums or charges thereon or
of any termination or threatened termination of any policy of insurance or bond.


                                      -25-
<PAGE>

     3.1.21 Boundaries. Except as disclosed in the Physical Conditions Report,
all of the improvements which were included in determining the appraised value
of the Property lie wholly within the boundaries and building restriction lines
of the Property, and no improvements on adjoining properties encroach upon the
Property, and no easements or other encumbrances affecting the Property encroach
upon any of the improvements, so as to affect the value or marketability of the
Property except those which are insured against by title insurance.

     3.1.22 Leases. Borrower represents and warrants to Lender with respect to
the Leases that: (a) the rent roll attached hereto as Schedule I is true,
complete and correct in all material respects and the Property is not subject to
any Leases other than the Leases described in Schedule I, (b) the Leases
identified on Schedule I are in full force and effect and, to Borrower's
knowledge, there are no defaults thereunder by either party, (c) the copies of
the Leases delivered to Lender are true and complete, and there are no oral
agreements with respect thereto, (d) except as disclosed on Schedule V, no Rent
(including security deposits) has been paid more than one (1) month in advance
of its due date, (e) except as disclosed on Schedule V, all work to be performed
by Borrower under each Lease has been performed as required and has been
accepted by the applicable Tenant, (f) except as disclosed on Schedule V, any
payments, free rent, partial rent, rebate of rent or other payments, credits,
allowances or abatements required to be given by Borrower to any Tenant has
already been received by such Tenant and (g) all security deposits are being
held in accordance with Legal Requirements.

     3.1.23 Filing and Recording Taxes. All transfer taxes, deed stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid under applicable Legal Requirements in connection with the transfer of the
Property to Borrower have been paid or are being paid simultaneously herewith.
All mortgage, mortgage recording, stamp, intangible or other similar tax
required to be paid under applicable Legal Requirements in connection with the
execution, delivery, recordation, filing, registration, perfection or
enforcement of any of the Loan Documents, including, without limitation, the
Mortgage, have been paid or are being paid simultaneously herewith. All taxes
and governmental assessments due and owing in respect of the Property have been
paid, or an escrow of funds in an amount sufficient to cover such payments has
been established hereunder or are insured against by the title insurance policy
to be issued in connection with the Mortgage.

     3.1.24 Single Purpose. Borrower hereby represents and warrants to, and
covenants with, Lender that as of the date hereof and until such time as the
Debt shall be paid in full:

     (a) Borrower does not own and will not own any asset or property other than
(i) the Property, and (ii) incidental personal property necessary for the
ownership or operation of the Property.

     (b) Borrower has not conducted any business other than in connection with
this Agreement and will not engage in any business other than the ownership,
management and operation of the Property and Borrower will conduct and operate
its business as presently conducted and operated.


                                      -26-
<PAGE>

     (c) Borrower will not enter into any contract or agreement with any
Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any
constituent party, except upon terms and conditions that are intrinsically fair
and substantially similar to those that would be available on an arms-length
basis with third parties other than any such party.

     (d) Borrower has not incurred and will not incur any Indebtedness other
than (i) the Debt, (ii) unsecured trade payables and operational debt not
evidenced by a note and (iii) Indebtedness incurred in the financing of
equipment and other personal property used on the Property; provided that any
Indebtedness incurred pursuant to subclauses (ii) and (iii) shall be (x) not in
excess of Four Million and No/100 Dollars ($4,000,000.00) in the aggregate, (y)
paid not more than sixty (60) days from the date incurred as to the matters in
subclause (ii) above and not more than sixty (60) days from the date due as to
the matters in subclause (iii) above and (z) incurred in the ordinary course of
business. No Indebtedness other than the Debt may be secured (subordinate or
pari passu) by the Property.

     (e) Borrower has not made and will not make any loans or advances to any
third party (including any Affiliate or constituent party), and shall not
acquire obligations or securities of its Affiliates.

     (f) Borrower is and will remain solvent and Borrower will pay its debts and
liabilities (including, as applicable, shared personnel and overhead expenses)
from its assets as the same shall become due.

     (g) Borrower has done or caused to be done and will do all things necessary
to observe organizational formalities and preserve its existence, and Borrower
will not, nor will Borrower permit any constituent party to amend, modify or
otherwise change the partnership certificate, partnership agreement, articles of
incorporation and bylaws, operating agreement, trust or other organizational
documents of Borrower or such constituent party without the prior consent of
Lender in any manner that (i) violates the single purpose covenants set forth in
this Section 3.1.24, or (ii) amends, modifies or otherwise changes any provision
thereof that by its terms cannot be modified at any time when the Loan is
outstanding or by its terms cannot be modified without Lender's consent.

     (h) Borrower will maintain all of its books, records, financial statements
and bank accounts separate from those of its Affiliates and any constituent
party. Borrower's assets will not be listed as assets on the financial statement
of any other Person, provided, however, that Borrower's assets may be included
in a consolidated financial statement of its Affiliates provided that (i)
appropriate notation shall be made on such consolidated financial statements to
indicate the separateness of Borrower and such Affiliates and to indicate that
Borrower's assets and credit are not available to satisfy the debts and other
obligations of such Affiliates or any other Person and (ii) such assets shall be
listed on Borrower's own separate balance sheet. Borrower will file its own tax
returns (to the extent Borrower is required to file any such tax returns) and
will not file a consolidated federal income tax return with any other Person.
Borrower shall maintain its books, records, resolutions and agreements as
official records.

     (i) Borrower will be, and at all times will hold itself out to the public
as, a legal entity separate and distinct from any other entity (including any
Affiliate of Borrower or any constituent party of Borrower), shall correct any
known misunderstanding regarding its status as a separate entity, shall conduct
business in its own name, shall not identify itself or any of its Affiliates as
a division or part of the other and shall maintain and utilize separate
stationery, invoices and checks bearing its own name.


                                      -27-
<PAGE>

     (j) Borrower will maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.

     (k) Neither Borrower nor any constituent party will seek or effect the
liquidation, dissolution, winding up, liquidation, consolidation or merger, in
whole or in part, of Borrower.

     (l) Borrower will not commingle the funds and other assets of Borrower with
those of any Affiliate or constituent party or any other Person, and will hold
all of its assets in its own name.

     (m) Borrower has and will maintain its assets in such a manner that it will
not be costly or difficult to segregate, ascertain or identify its individual
assets from those of any Affiliate or constituent party or any other Person.

     (n) Borrower will not guarantee or become obligated for the debts of any
other Person and does not and will not hold itself out to be responsible for or
make its assets available to satisfy the debts or obligations of any other
Person.

     (o) (i) If Borrower is a limited partnership or a limited liability company
(other than a single member limited liability company), each general partner or
managing member (each, an "SPC Party") shall be a corporation whose sole asset
is its interest in Borrower and each such SPC Party will at all times comply,
and will cause Borrower to comply, with each of the representations, warranties,
and covenants contained in this Section 3.1.24 as if such representation,
warranty or covenant was made directly by such SPC Party. Upon the withdrawal or
the disassociation of an SPC Party from Borrower, Borrower shall immediately
appoint a new SPC Party whose articles of incorporation are substantially
similar to those of such SPC Party and deliver a new non-consolidation opinion
to the Rating Agency or Rating Agencies, as applicable, with respect to the new
SPC Party and its equity owners.

     (ii) If Borrower is a single member limited liability company, Borrower
shall have at least two springing members, one of which, upon the dissolution of
such sole member or the withdrawal or the disassociation of the sole member from
Borrower, shall immediately become the sole member of Borrower, and the other of
which shall become the sole member of Borrower if the first such springing
member no longer is available to serve as such sole member.

     (p) Borrower shall at all times cause there to be at least two duly
appointed members of the board of directors (or two special managers if Borrower
is a limited liability company) who are provided by a nationally-recognized
company that provides professional independent directors (each, an "Independent
Director") of each SPC Party and Borrower reasonably satisfactory to Lender who
shall not have been at the time of such individual's appointment or at any time
while serving as a director or manager of such SPC Party and Borrower, and may
not have been at any time during the preceding five years (i) a stockholder,
director (other than as an Independent Director), officer, employee, partner,


                                      -28-
<PAGE>

attorney or counsel of such SPC Party, Borrower or any Affiliate of either of
them, (ii) a customer, supplier or other Person who derives any of its purchases
or revenues from its activities with such SPC Party, Borrower or any Affiliate
of either of them, (iii) a Person or other entity controlling or under common
control with any such stockholder, partner, customer, supplier or other Person,
or (iv) a member of the immediate family of any such stockholder, director,
officer, employee, partner, customer, supplier or other Person. A natural person
who otherwise satisfies the foregoing definition of Independent Director except
for being the independent director, manager or special member of a "special
purpose entity" affiliated with the Borrower that does not own a direct or
indirect equity interest in the Borrower shall not be disqualified from serving
as an Independent Director if such individual is at the time of initial
appointment, or at any time while serving as an Independent Director, an
Independent Director of a "special purpose entity" affiliated with the Borrower
(other than any entity that owns a direct or indirect equity interest in the
Borrower) if such individual is an independent manager, director or special
member provided by a nationally-recognized company that provides professional
independent managers, directors or special members. As used in this definition,
the term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management, policies or activities of a
Person, whether through ownership of voting securities, by contract or
otherwise.

     (q) Borrower shall not cause or permit the board of directors of any SPC
Party and Borrower to take any action which, under the terms of any certificate
of incorporation, by-laws or any voting trust agreement with respect to any
common stock or under any organizational document of Borrower or SPC Party,
requires a vote of the board of directors or managers of each SPC Party and
Borrower unless at the time of such action there shall be at least two board
members or managers who are each an Independent Director.

     (r) Borrower shall conduct its business so that the assumptions made with
respect to Borrower in the Insolvency Opinion shall be true and correct in all
respects. In connection with the foregoing, Borrower hereby covenants and agrees
that it will comply with or cause the compliance with, (i) all of the facts and
assumptions (whether regarding the Borrower or any other Person) set forth in
the Insolvency Opinion, (ii) all the representations, warranties and covenants
in this Section 3.1.24, and (iii) all the organizational documents of the
Borrower and any SPC Party.

     (s) Borrower will not permit any Affiliate or constituent party access to
its bank accounts except as required for the conduct of Borrower's business.

     (t) Borrower shall pay the salaries of its own employees (if any) from its
own funds and maintain a sufficient number of employees (if any) in light of its
contemplated business operations.

     (u) Borrower shall compensate each of its consultants and agents from its
funds for services provided to it and pay from its own assets all obligations of
any kind incurred.

     3.1.25 Tax Filings. To the extent required, Borrower has filed (or has
obtained effective extensions for filing) all federal, state and local tax
returns required to be filed and have paid or made adequate provision for the
payment of all federal, state and local taxes, charges and assessments payable
by Borrower. Borrower believes that its tax returns (if any) properly reflect


                                      -29-
<PAGE>

the income and taxes of Borrower for the periods covered thereby, subject only
to reasonable adjustments required by the Internal Revenue Service or other
applicable tax authority upon audit.

     3.1.26 Solvency. Giving effect to the Loan, the fair saleable value of
Borrower's assets exceeds and will, immediately following the making of the
Loan, exceed Borrower's total liabilities, including, without limitation,
subordinated, unliquidated, disputed and contingent liabilities. The fair
saleable value of Borrower's assets is and will, immediately following the
making of the Loan, be greater than Borrower's probable liabilities, including
the maximum amount of its contingent liabilities on its debts as such debts
become absolute and matured.

     3.1.27 Federal Reserve Regulations. No part of the proceeds of the Loan
will be used for the purpose of purchasing or acquiring any "margin stock"
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System or for any other purpose which would be inconsistent with such
Regulation U or any other Regulations of such Board of Governors, or for any
purposes prohibited by Legal Requirements or by the terms and conditions of this
Agreement or the other Loan Documents.

     3.1.28 Organizational Chart. The organizational chart attached as Schedule
III hereto, relating to Borrower and certain Affiliates and other parties, is
true, complete and correct on and as of the date hereof.

     3.1.29 Bank Holding Company. Borrower is not a "bank holding company" or a
direct or indirect subsidiary of a "bank holding company" as defined in the Bank
Holding Company Act of 1956, as amended, and Regulation Y thereunder of the
Board of Governors of the Federal Reserve System.

     3.1.30 No Other Debt. Borrower has not borrowed or received debt financing
(other than permitted pursuant to this Agreement) that has not been heretofore
repaid in full.

     3.1.31 Investment Company Act. Borrower is not (1) an "investment company"
or a company "controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended; (2) a "holding company" or a
"subsidiary company" of a "holding company" or an "affiliate" of either a
"holding company" or a "subsidiary company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended; or (3) subject to any other
federal or state law or regulation which purports to restrict or regulate its
ability to borrow money.

     3.1.32 Access/Utilities. Except as shown on the Survey, all public
utilities necessary to the continued use and enjoyment of the Property as
presently used and enjoyed are located in the public right-of-way abutting the
Property. All roads necessary for the full utilization of the Property for its
current purpose have been completed and dedicated to public use and accepted by
all governmental authorities or are the subject of access easements for the
benefit of the Property.

     3.1.33 No Bankruptcy Filing. Borrower is not contemplating either the
filing of a petition by it under any state or federal bankruptcy or insolvency
laws or the liquidation of its assets or property, and Borrower does not have
any knowledge of any Person contemplating the filing of any such petition
against it.


                                      -30-
<PAGE>

     3.1.34 Full and Accurate Disclosure. To the best of Borrower's knowledge,
no information contained in this Agreement, the other Loan Documents, or any
written statement furnished by or on behalf of Borrower pursuant to the terms of
this Agreement contains any untrue statement of a material fact or omits to
state a material fact necessary to make the statements contained herein or
therein not misleading in light of the circumstances under which they were made.
There is no fact or circumstance presently known to Borrower which has not been
disclosed to Lender and which materially adversely affects, or is reasonably
likely to materially adversely affect, the Property, Borrower or its business,
operations or condition (financial or otherwise).

     3.1.35 Foreign Person. Borrower is not a "foreign person" within the
meaning of Section 1445(f)(3) of the Code.

     3.1.36 Fraudulent Transfer Borrower (a) has not entered into the Loan or
any Loan Document with the actual intent to hinder, delay, or defraud any
creditor and (b) has received reasonably equivalent value in exchange for its
obligations under the Loan Documents. The assets of Borrower do not and,
immediately following the execution and delivery of the Loan Documents will not,
constitute unreasonably small capital to carry out its business as conducted or
as proposed to be conducted. Borrower does not intend to, and does not believe
that it will, incur debts and liabilities (including contingent liabilities and
other commitments) beyond its ability to pay such debts as they mature (taking
into account the timing and amounts reasonably expected to be payable on or in
respect of its obligations).

     3.1.37 No Change in Facts or Circumstances; Disclosure. To the best of
Borrower's knowledge, there has been no material adverse change in any
condition, fact, circumstance or event that would make the financial statements,
rent rolls, reports, certificates or other documents submitted in connection
with the Loan inaccurate, incomplete or otherwise misleading in any material
respect or that otherwise materially and adversely affects the business
operations or the financial condition of Borrower or the Property.

     3.1.38 Management Agreement. All of the representations and warranties with
respect to the Management Agreement set forth in Article VII of this Agreement
are true and correct in all respects.

     3.1.39 Perfection of Accounts. Borrower hereby represents and warrants to
Lender that:

     (a) This Agreement, together with the other Loan Documents, create a valid
and continuing security interest (as defined in the Uniform Commercial Code) in
the Accounts (as defined in the Cash Management Agreement) in favor of Lender,
which security interest is prior to all other Liens, other than Permitted
Encumbrances, and is enforceable as such against creditors of and purchasers
from Borrower. Other than in connection with the Loan Documents and except for
Permitted Encumbrances, Borrower has not sold or otherwise conveyed the
Accounts;


                                      -31-
<PAGE>

     (b) The Accounts constitute "deposit accounts" or "securities accounts"
within the meaning of the Uniform Commercial Code, as set forth in the Cash
Management Agreement;

     (c) Pursuant and subject to the terms hereof, Agent has agreed to comply
with all instructions originated by Lender, without further consent by Borrower,
directing disposition of the Accounts and all sums at any time held, deposited
or invested therein, together with any interest or other earnings thereon, and
all proceeds thereof (including proceeds of sales and other dispositions),
whether accounts, general intangibles, chattel paper, deposit accounts,
instruments, documents or securities; and

     (d) The Accounts are not in the name of any Person other than Borrower, as
pledgor, or Lender, as pledgee. Borrower has not consented to Agent's complying
with instructions with respect to the Accounts from any Person other than
Lender.

     3.1.40 Intentionally Omitted.

     3.1.41 REA. The REA is in full force and effect and neither Borrower nor,
to Borrower's knowledge, any other party to the REA, is in default thereunder,
and to the best of Borrower's knowledge, there are no conditions which, with the
passage of time or the giving of notice, or both, would constitute a default
thereunder. Except as set forth on Schedule VII, the REA has not been modified,
amended or supplemented.

     Section 3.2 Survival of Representations.

     The representations and warranties set forth in Section 3.1 shall survive,
and any covenants contained in Section 3.1 shall continue, for so long as any
amount remains payable to Lender under this Agreement or any of the other Loan
Documents.

     IV. BORROWER COVENANTS

     Section 4.1 Borrower Affirmative Covenants.

     Borrower hereby covenants and agrees with Lender that:

     4.1.1 Existence; Compliance with Legal Requirements. Borrower shall do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its existence, rights, licenses, permits and franchises and comply
with all Legal Requirements applicable to it and the Property to the extent
failure to do so would have a material adverse effect on Borrower or the
Property, including, without limitation, Prescribed Laws.

     4.1.2 Taxes and Other Charges. Borrower shall pay all Taxes and Other
Charges now or hereafter levied or assessed or imposed against the Property or
any part thereof as the same become due and payable. Borrower shall furnish to
Lender receipts for the payment of the Taxes and the Other Charges prior to the
date the same shall become delinquent. Borrower shall not permit or suffer and
shall promptly discharge any lien or charge against the Property. After prior
notice to Lender, Borrower, at its own expense, may contest by appropriate legal


                                      -32-
<PAGE>

proceeding, conducted in good faith and with due diligence, the amount or
validity of any Taxes or Other Charges, provided that (i) no Default or Event of
Default has occurred and remains uncured; (ii) such proceeding shall be
permitted under and be conducted in accordance with all applicable statutes,
laws and ordinances; (iii) neither the Property nor any part thereof or interest
therein will be in danger of being sold, forfeited, terminated, canceled or
lost; (iv) Borrower shall promptly upon final determination thereof pay the
amount of any such Taxes or Other Charges, together with all costs, interest and
penalties which may be payable in connection therewith; (v) such proceeding
shall suspend the collection of such contested Taxes or Other Charges from the
Property; and (vi) Borrower shall deposit with Lender cash, or other security as
may be approved by Lender, in an amount as may be reasonably required by Lender
not to exceed one hundred twenty-five percent (125%) of the contested amount, to
insure the payment of any such Taxes or Other Charges, together with all
interest and penalties thereon. Lender may pay over any such cash or other
security held by Lender to the claimant entitled thereto at any time when, in
the good faith judgment of Lender, the entitlement of such claimant is
established.

     4.1.3 Litigation. Borrower shall give prompt notice to Lender of any
litigation or governmental proceedings pending or threatened against Borrower
which might materially adversely affect the Property or Borrower's ability to
perform its obligations hereunder or under the other Loan Documents.

     4.1.4 Access to Property. Borrower shall permit agents, representatives and
employees of Lender to inspect the Property or any part thereof at reasonable
hours upon reasonable advance notice.

     4.1.5 Further Assurances; Supplemental Mortgage Affidavits. Borrower shall,
at Borrower's sole cost and expense:

     (a) execute and deliver to Lender such documents, instruments,
certificates, assignments and other writings, and do such other acts necessary
to evidence, preserve and/or protect the collateral at any time securing or
intended to secure the obligations of Borrower under the Loan Documents, as
Lender may reasonably require; and

     (b) do and execute all and such further lawful and reasonable acts,
conveyances and assurances for the better and more effective carrying out of the
intents and purposes of this Agreement and the other Loan Documents, as Lender
shall reasonably require from time to time.

     4.1.6 Financial Reporting.

     (a) Borrower shall keep and maintain or will cause to be kept and
maintained proper and accurate books and records, in accordance with GAAP,
reflecting the financial affairs of Borrower. Lender shall have the right from
time to time during normal business hours upon reasonable notice to Borrower to
examine such books and records at the office of Borrower or other Person
maintaining such books and records and to make such copies or extracts thereof
as Lender shall desire.


                                      -33-
<PAGE>

     (b) Borrower shall furnish Lender annually, within ninety (90) days
following the end of each Fiscal Year, a complete copy of Borrower's annual
financial statements audited by a "Big Four" accounting firm or other
independent certified public accountant reasonably acceptable to Lender prepared
in accordance with GAAP covering the Property, including statements of income
and expense and cash flow for Borrower and the Property and a balance sheet for
Borrower. Such statements shall set forth gross revenues and operating expenses
for the Property. Borrower's annual financial statements shall be accompanied by
a certificate executed by the chief financial officer of Borrower stating that
such annual financial statement presents fairly the financial condition and the
results of operations of Borrower and the Property. Together with Borrower's
annual financial statements, Borrower shall furnish to Lender an Officer's
Certificate certifying as of the date thereof whether to the best of Borrower's
knowledge there exists an event or circumstance which constitutes a Default or
Event of Default by Borrower under the Loan Documents and if such Default or
Event of Default exists, the nature thereof, the period of time it has existed
and the action then being taken to remedy the same.

     (c) Borrower will furnish Lender on or before the forty-fifth (45th) day
after the end of each fiscal quarter (based on Borrower's Fiscal Year), the
following items, accompanied by certificate from the chief financial officer of
Borrower, certifying that such items are true, correct, accurate and complete
and fairly present the financial condition and results of the operations of
Borrower and the Property in accordance with GAAP as applicable:

          (i) quarterly and year-to-date statements of income and expense and
     cash flow prepared for such quarter with respect to the Property, with a
     balance sheet for such quarter for Borrower;

          (ii) a calculation reflecting the Debt Service Coverage Ratio as of
     the last day of such quarter, for such quarter and the last four quarters;

          (iii) a current rent roll for the Property;

          (iv) a comparison of the budgeted income and expenses and the actual
     income and expenses for such quarter and year to date for the Property,
     together with a detailed explanation of any variances of more than five
     percent (5%) between budgeted and actual amounts for such period and year
     to date;

          (v) a summary report containing each of the following with respect to
     the Property for the most recently completed calendar year: (A) aggregate
     sales by tenants under Leases or other occupants of the Property, both on
     an actual (or to the extent such information is not provided by tenants,
     Manager's or Borrower's best estimate) and on a comparable store basis, (B)
     rent per square foot payable by each tenant and (C) aggregate occupancy of
     the Property by anchor space and in-line store space as of December 31; and

          (vi) any notice received from a Tenant threatening non-payment of Rent
     or other default, alleging or acknowledging a default by landlord,
     requesting a termination of a Lease or a material modification of any Lease
     or notifying Borrower of the exercise or non-exercise of any option


                                      -34-
<PAGE>

     provided for in such Tenant's Lease, or any other similar material
     correspondence received by Borrower from Tenants during the subject
     quarter.

     (d) Prior to the last Securitization of any portion of the Loan and upon
request by Lender, Borrower will furnish Lender on or before the thirty-fifth
(35th) day after the end of each calendar month, the following items,
accompanied by a certificate from the chief financial officer of Borrower,
certifying that such items are true, correct, accurate, and complete and fairly
present the financial condition and results of the operations of Borrower and
the Property in a manner consistent with GAAP, as applicable:

          (i) monthly and year-to-date statements of income and expense and cash
     flow prepared for such month with respect to the Property;

          (ii) a current rent roll for the Property; and

          (iii) any notice received from a Tenant under a Major Lease
     threatening non-payment of Rent or other default, alleging or acknowledging
     a default by landlord, requesting a termination of a Major Lease or a
     material modification of any Major Lease or notifying Borrower of the
     exercise or non-exercise of any option provided for in such Tenant's Major
     Lease, or any other similar material correspondence received by Borrower
     from any Tenant under a Major Lease during the subject month.

     (e) Borrower shall submit the Annual Budget to Lender not later than sixty
(60) days prior to the commencement of each Fiscal Year.

     (f) Borrower shall furnish to Lender, within five (5) Business Days after
request (or as soon thereafter as may be reasonably possible), such further
detailed information with respect to the operation of the Property and the
financial affairs of Borrower as may be reasonably requested by Lender,
including, without limitation, a comparison of the budgeted income and expenses
and the actual income and expenses for a quarter and year to date for the
Property, together with a detailed explanation of any variances of more than the
greater of five percent (5%) or $100,000.00 between budgeted and actual amounts
for such period and year to date.

     4.1.7 Title to the Property. Borrower will warrant and defend the validity
and priority of the Liens of the Mortgage and the Assignment of Leases on the
Property against the claims of all Persons whomsoever, subject only to Permitted
Encumbrances.

     4.1.8 Estoppel Statement.

     (a) After request by Lender, Borrower shall within five (5) Business Days
furnish Lender with a statement, duly acknowledged and certified, stating (i)
the unpaid principal amount of the Note, (ii) the Interest Rate of the Note,
(iii) the date installments of interest and/or principal were last paid, (iv)
any offsets or defenses to the payment of the Debt, if any, and (v) that this
Agreement and the other Loan Documents have not been modified or if modified,
giving particulars of such modification.


                                      -35-
<PAGE>

     (b) After request by Borrower, Lender shall within ten (10) Business Days
furnish Borrower with a statement, duly acknowledged and certified, stating (i)
the unpaid principal amount of the Note, (ii) the Interest Rate of the Note,
(iii) the date installments of interest and/or principal were last paid and (iv)
whether or not Lender has sent any notice of default under the Loan Documents
which remains uncured in the opinion of Lender.

     (c) Borrower shall deliver to Lender, upon request, an estoppel certificate
from each Tenant under any Lease (provided that Borrower shall only be required
to use commercially reasonable efforts to obtain an estoppel certificate from
any Tenant); provided that such certificate may be in the form required under
such Lease; provided further that Borrower shall not be required to deliver such
certificates more frequently than once in any calendar year.

     (d) Borrower shall deliver to Lender, upon request, estoppel certificates
from each party under the REA (provided that Borrower shall only be required to
use commercially reasonable efforts to obtain an estoppel certificate from any
party under the REA); provided that such certificates may be in the form
required under the REA; provided further that Borrower shall not be required to
deliver such certificates more than three (3) times during the term of the Loan
and not more frequently than once per calendar year (or twice during any
calendar year in which a Securitization occurs).

     4.1.9 Leases.

     (a) All Leases and all renewals of Leases executed after the date hereof
shall (i) provide for rental rates comparable to existing local market rates for
similar properties, (ii) be on commercially reasonable terms, (iii) provide that
such Lease is subordinate to the Mortgage and that the lessee will attorn to
Lender and any purchaser at a foreclosure sale and (iv) not contain any terms
which would materially adversely affect Lender's rights under the Loan
Documents. All Major Leases and all renewals, amendments, modifications and
terminations thereof executed after the date hereof shall be subject to Lender's
prior approval, which approval shall not be unreasonably withheld, conditioned
or delayed. Lender shall execute and deliver a Subordination Non-Disturbance and
Attornment Agreement in the form annexed as Schedule IV to Tenants under future
Major Lease approved by Lender promptly upon request with such commercially
reasonable changes as may be requested by Tenants, from time to time, and which
are reasonably acceptable to Lender.

     (b) Borrower (i) shall observe and perform the obligations imposed upon the
lessor under the Leases in a commercially reasonable manner; (ii) shall enforce
the terms, covenants and conditions contained in the Leases upon the part of the
lessee thereunder to be observed or performed in a commercially reasonable
manner, provided, however, Borrower shall not terminate or accept a surrender of
a Major Lease without Lender's prior approval; (iii) shall not collect any of
the Rents more than one (1) month in advance (other than security deposits);
(iv) shall not execute any assignment of lessor's interest in the Leases or the
Rents (except as contemplated by the Loan Documents); and (v) shall hold all
security deposits under all Leases in accordance with Legal Requirements. Upon
request, Borrower shall furnish Lender with executed copies of all Leases.

     (c) Notwithstanding anything to the contrary contained in this Section
4.1.9:


                                      -36-
<PAGE>

     (i) whenever Lender's approval or consent is required pursuant to the
provisions of this Section 4.1.9, Borrower shall have the right to submit a term
sheet of such transaction to Lender for Lender's approval, such approval not to
be unreasonably withheld, conditioned or delayed. Any such term sheet submitted
to Lender shall set forth all material terms of the proposed transaction
including, without limitation, identity of tenant, square footage, term, rent,
rent credits, abatements, work allowances and tenant improvements to be
constructed by Borrower. Lender shall use good faith efforts to respond within
ten (10) Business Days after Lender's receipt of Borrower's written request for
approval or consent of such term sheet. If Lender fails to respond to such
request within ten (10) Business Days, and Borrower sends a second request
containing a legend in bold letters stating that Lender's failure to respond
within five (5) Business Days shall be deemed consent or approval, Lender shall
be deemed to have approved or consented to such term sheet if Lender fails to
respond to such second written request before the expiration of such five (5)
Business Day period;

     (ii) whenever Lender's approval or consent is required pursuant to the
provisions of this Section 4.1.9 for any matter that Lender has not previously
approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use
good faith efforts to respond within ten (10) Business Days after Lender's
receipt of Borrower's written request for such approval or consent. If Lender
fails to respond to such request within ten (10) Business Days, and Borrower
sends a second request containing a legend in bold letters stating that Lender's
failure to respond within ten (10) Business Days shall be deemed consent or
approval, Lender shall be deemed to have approved or consented to the matter for
which Lender's consent or approval was sought if Lender fails to respond to such
second written request before the expiration of such ten (10) Business Day
period;

     (iii) whenever Lender's approval or consent is required pursuant to the
provisions of this Section 4.1.9 for any matter that Lender has previously
approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall use
good faith efforts to respond within five (5) Business Days after Lender's
receipt of Borrower's written request for such approval or consent. If Lender
fails to respond to such request within five (5) Business Days, and Borrower
sends a second request containing a legend in bold letters stating that Lender's
failure to respond within five (5) Business Days shall be deemed consent or
approval, Lender shall be deemed to have approved or consented to the matter for
which Lender's consent or approval was sought if Lender fails to respond to such
second written request before the expiration of such five (5) Business Day
period, provided that there have been no material deviations from the term sheet
and that the aggregate economics of the transaction are no less favorable to
Borrower than as set forth in the term sheet;

     (iv) in the event that Lender shall have approved (or be deemed to have
approved) a term sheet submitted by Borrower with respect to a certain Lease,
Lender shall not withhold its approval or consent with respect to such Lease on
the basis of any provisions of such Lease dealing with the items contained in
the approved term sheet; and

     (v) Borrower shall have the right, without the consent or approval of
Lender in any instance, to amend, terminate or accept a surrender of any Lease
that is not a Major Lease.


                                      -37-
<PAGE>

     4.1.10 Alterations. Lender's prior approval shall be required in connection
with any alterations to any Improvements (except tenant improvements under any
Lease approved by Lender or under any Lease for which approval was not required
by Lender under this Agreement) (a) that may have a material adverse effect on
Borrower's financial condition, the value of the Property or the ongoing
revenues and expenses of the Property or (b) the cost of which (including any
related alteration, improvement or replacement) is reasonably anticipated to
exceed the Alteration Threshold, which approval may be granted or withheld in
Lender's sole discretion unless the Alteration is required by Legal
Requirements. If Borrower requests approval from Lender for any alterations to
any Improvements Lender shall use good faith efforts to respond within thirty
(30) days after Lender's receipt of Borrower's written request for such approval
or consent together with all materials necessary for Lender to determine whether
or not to approve such alteration. If Lender fails to respond to such request
within thirty (30) days, and Borrower sends a second request containing a legend
in bold letters stating that Lender's failure to respond within ten (10)
Business Days shall be deemed consent or approval, Lender shall be deemed to
have approved or consented to the alterations for which Lender's consent or
approval was sought if Lender fails to respond to such second written request
before the expiration of such ten (10) Business Day period. If the total unpaid
amounts incurred and to be incurred with respect to such alterations to the
Improvements shall at any time exceed the Alteration Threshold, Borrower shall
promptly deliver to Lender as security for the payment of such amounts and as
additional security for Borrower's obligations under the Loan Documents any of
the following: (i) cash, (ii) Letters of Credit (iii) U.S. Obligations, (iv)
other securities acceptable to Lender, provided that Lender shall have received
a Rating Agency Confirmation as to the form and issuer of same, or (v) a
completion bond, provided that Lender shall have received a Rating Agency
Confirmation as to the form and issuer of same. Such security shall be in an
amount equal to the excess of the total unpaid amounts incurred and to be
incurred with respect to such alterations to the Improvements (other than such
amounts to be paid or reimbursed by Tenants under the Leases) over the
Alteration Threshold and may be reduced from time to time at the request of
Borrower to the cost estimated by Borrower and reasonably approved by Lender to
complete the alteration for which such additional security was required.

     4.1.11 Intentionally Omitted.

     4.1.12 Material Agreements. Borrower shall (a) promptly perform and/or
observe all of the material covenants and agreements required to be performed
and observed by it under each Material Agreement to which it is a party, and do
all things necessary to preserve and to keep unimpaired its rights thereunder,
(b) promptly notify Lender in writing of the giving of any notice of any default
by any party under any Material Agreement of which it is aware and (c) promptly
enforce the performance and observance of all of the material covenants and
agreements required to be performed and/or observed by the other party under
each Material Agreement to which it is a party in a commercially reasonable
manner.

     4.1.13 Performance by Borrower. Borrower shall in a timely manner observe,
perform and fulfill each and every covenant, term and provision of each Loan
Document executed and delivered by Borrower, and shall not enter into or
otherwise suffer or permit any amendment, waiver, supplement, termination or
other modification of any Loan Document executed and delivered by Borrower
without the prior consent of Lender.


                                      -38-
<PAGE>

     4.1.14 Costs of Enforcement/Remedying Defaults. In the event (a) that the
Mortgage is foreclosed in whole or in part or the Note or any other Loan
Document is put into the hands of an attorney for collection, suit, action or
foreclosure, (b) of the foreclosure of any Lien or Mortgage prior to or
subsequent to the Mortgage in which proceeding Lender is made a party, (c) of
the bankruptcy, insolvency, rehabilitation or other similar proceeding in
respect of Borrower or Guarantor or an assignment by Borrower or Guarantor for
the benefit of its creditors, or (d) Lender shall remedy or attempt to remedy
any Event of Default as permitted hereunder, Borrower shall be chargeable with
and agrees to pay all costs incurred by Lender as a result thereof, including
costs of collection and defense (including reasonable attorneys', experts',
consultants' and witnesses' fees and disbursements) in connection therewith and
in connection with any appellate proceeding or post-judgment action involved
therein, which shall be due and payable on demand, together with interest
thereon from the date incurred by Lender at the Default Rate, and together with
all required service or use taxes.

     4.1.15 Business and Operations. Borrower will continue to engage in the
businesses currently conducted by it as and to the extent the same are necessary
for the ownership and leasing of the Property. Borrower will qualify to do
business and will remain in good standing under the laws of each jurisdiction as
and to the extent the same are required for the ownership and leasing of the
related Property. Borrower shall at all times cause the Property to be
maintained as a regional shopping center.

     4.1.16 Intentionally Omitted.

     Section 4.2 Borrower Negative Covenants. Borrower covenants and agrees with
Lender that:

     4.2.1 Due on Sale and Encumbrance; Transfers of Interests. Without the
prior written consent of Lender, neither Borrower nor any other Person having a
direct or indirect ownership or beneficial interest in Borrower shall sell,
convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any
interest, direct or indirect, in the Borrower, the Property or any part thereof,
whether voluntarily or involuntarily, in violation of the covenants and
conditions set forth in the Mortgage and this Agreement.

     4.2.2 Liens. Borrower shall not create, incur, assume or suffer to exist
any Lien on any portion of the Property except for (a) Permitted Encumbrances,
(b) Liens created by the Loan Documents, (c) Liens of mechanics being contested
in accordance with Section 3.6(b) of the Mortgage and (d) Liens created by
Tenants so long as Borrower is enforcing its rights to require such Tenants to
remove any such Liens and provided that as to the Liens described in this
subclause (d), (y) such Liens do not adversely affect the value or priority of
the Lien of the Mortgage and (z) neither the Property nor any part thereof or
interest therein is or will be in danger of being sold, forfeited, terminated,
canceled or lost.

     4.2.3 Dissolution. Borrower shall not (i) engage in any dissolution,
liquidation or consolidation or merger with or into any other business entity,
(ii) engage in any business activity not related to the ownership and operation
of the Property, (iii) transfer, lease or sell, in one transaction or any
combination of transactions, all or substantially all of the property or assets
of Borrower except to the extent expressly permitted by the Loan Documents, or


                                      -39-
<PAGE>

(iv) cause, permit or suffer any SPC Party to (A) dissolve, wind up or liquidate
or take any action, or omit to take an action, as a result of which such SPC
Party would be dissolved, wound up or liquidated in whole or in part, or (B)
amend, modify, waive or terminate the certificate of incorporation or bylaws of
such SPC Party, in each case without obtaining the prior consent of Lender.

     4.2.4 Change in Business. Borrower shall not enter into any line of
business other than the ownership and operation of the Property.

     4.2.5 Debt Cancellation. Borrower shall not cancel or otherwise forgive or
release any claim or debt (other than termination of Leases in accordance
herewith) owed to Borrower by any Person, except for adequate consideration and
in the ordinary course of Borrower's business.

     4.2.6 Affiliate Transactions. Borrower shall not enter into, or be a party
to, any transaction with an Affiliate of Borrower or any of the partners of
Borrower except in the ordinary course of business and on terms which are fully
disclosed to Lender in advance and are no less favorable to Borrower or such
Affiliate than would be obtained in a comparable arm's-length transaction with
an unrelated third party.

     4.2.7 Zoning. Borrower shall not initiate or consent to any zoning
reclassification of any portion of the Property or seek any variance under any
existing zoning ordinance or use or permit the use of any portion of the
Property in any manner that could result in such use becoming a non-conforming
use under any zoning ordinance or any other applicable land use law, rule or
regulation, without the prior consent of Lender.

     4.2.8 Assets. Borrower shall not purchase or own any property other than
the Property and any property necessary or incidental for the operation of the
Property.

     4.2.9 No Joint Assessment. Borrower shall not suffer, permit or initiate
the joint assessment of the Property (i) with any other real property
constituting a tax lot separate from the Property, and (ii) with any portion of
the Property which may be deemed to constitute personal property, or any other
procedure whereby the lien of any taxes which may be levied against such
personal property shall be assessed or levied or charged to the Property.

     4.2.10 Principal Place of Business. Borrower shall not change its principal
place of business from the address set forth on the first page of this Agreement
without first giving Lender thirty (30) days prior notice.

     4.2.11 ERISA. (a) Borrower shall not engage in any transaction which would
cause any obligation, or action taken or to be taken, hereunder (or the exercise
by Lender of any of its rights under the Note, this Agreement or the other Loan
Documents) to be a non-exempt (under a statutory or administrative class
exemption) prohibited transaction under ERISA or Section 4975 of the Code.

     (b) Borrower shall deliver to Lender such certifications or other evidence
from time to time throughout the term of the Loan, as requested by Lender in its
sole discretion, that (A) Borrower is not an "employee benefit plan" as defined
in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a "plan"


                                      -40-
<PAGE>

within the meaning of Section 4975 of the Code; (B) Borrower is not subject to
any state statute regulating investments of, or fiduciary obligations with
respect to, governmental plans as defined in Section 3(32) of ERISA; and (C) one
or more of the following circumstances is true:

     (i) Equity interests in Borrower are publicly offered securities, within
the meaning of the Plan Assets Regulation;

     (ii) Less than twenty-five percent (25%) of each outstanding class of
equity interests in Borrower is held by "benefit plan investors" within the
meaning of the Plan Assets Regulation; or

     (iii) Borrower qualifies as an "operating company" or a "real estate
operating company" within the meaning of the Plan Assets Regulation.

     4.2.12 Material Agreements. Borrower shall not, without Lender's prior
written consent: (a) enter into, surrender or terminate any Material Agreement
(unless the other party thereto is in material default and the termination of
such agreement would be commercially reasonable), (b) increase or consent to the
increase of the amount of any charges under any Material Agreement, except as
provided therein or on an arms'-length basis and commercially reasonable terms;
or (c) otherwise modify, change, supplement, alter or amend, or waive or release
any of its rights and remedies under any Material Agreement in any material
respect, except on an arms'-length basis and commercially reasonable terms.

     4.2.13 REA. Borrower agrees that without the prior consent of Lender,
Borrower will not execute modifications to the REA if such modifications will
have a material adverse effect on the use, operation or value (including the
Underwritable Cash Flow) of the Property, taken as a whole, or the ability of
Borrower to pay its obligations in respect of the Loan. Whenever Lender's
consent is required pursuant to the provisions of this Section 4.2.13, Lender
shall use good faith efforts to respond within ten (10) Business Days after
Lender's receipt of Borrower's written request for such consent. If Lender fails
to respond to such request within ten (10) Business Days, and Borrower sends a
second request containing a legend in bold letters stating that Lender's failure
to respond within ten (10) Business Days shall be deemed consent, Lender shall
be deemed to have consented to the matter for which Lender's consent was sought
if Lender fails to respond to such second written request before the expiration
of such ten (10) Business Day period.

     V. INSURANCE, CASUALTY AND CONDEMNATION

     Section 5.1 Insurance.

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

     (i) comprehensive all risk insurance on the Improvements and the personal
property at the Property, including contingent liability from Operation of
Building Laws, Demolition Costs and Increased Cost of Construction Endorsements,


                                      -41-
<PAGE>

in each case (A) in an amount equal to one hundred percent (100%) of the "Full
Replacement Cost," which for purposes of this Agreement shall mean actual
replacement value (exclusive of costs of excavations, foundations, underground
utilities and footings) with a waiver of depreciation, but the amount shall in
no event be less than the outstanding principal balance of the Loan; (B)
containing an agreed amount endorsement with respect to the Improvements and
personal property at the Property waiving all co-insurance provisions; (C)
providing for no deductible in excess of Twenty Five Thousand and No/100 Dollars
($25,000) for all such insurance coverage (except in the case of windstorm,
and/or flood coverage, which shall provide for no deductible in excess of One
Hundred Thousand and No/100 Dollars ($100,000) and except in the case of
earthquake coverage, which shall provide for no deductible in excess of 5% of
the insurable value for the location per loss); and (D) containing an "Ordinance
or Law Coverage" or "Enforcement" endorsement if any of the Improvements or the
use of the Property shall at any time constitute legal non-conforming structures
or uses. In addition, Borrower shall obtain: (y) if any portion of the
Improvements is currently or at any time in the future located in a federally
designated "special flood hazard area", flood hazard insurance in an amount
equal to the lesser of (1) the outstanding principal balance of the Note or (2)
the maximum amount of such insurance available under the National Flood
Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National
Flood Insurance Reform Act of 1994, as each may be amended or such greater
amount as Lender shall require; and (z) earthquake insurance in amounts and in
form and substance satisfactory to Lender in the event the Property is located
in an area with a high degree of seismic activity, provided that the insurance
pursuant to clauses (y) and (z) hereof shall be on terms consistent with the
comprehensive all risk insurance policy required under this subsection (i).

     (ii) commercial general liability insurance against claims for personal
injury, bodily injury, death or property damage occurring upon, in or about the
Property, such insurance (A) to be on the so-called "occurrence" form with a
combined limit, excluding umbrella coverage, of not less than Five Hundred
Thousand and No/100 Dollars ($500,000); (B) to continue at not less than the
aforesaid limit until required to be changed by Lender by reason of changed
economic conditions making such protection inadequate; and (C) to cover at least
the following hazards: (1) premises and operations; (2) products and completed
operations on an "if any" basis; (3) independent contractors; (4) blanket
contractual liability for all legal contracts; and (5) contractual liability
covering the indemnities contained in Article 9 of the Mortgage to the extent
the same is available;

     (iii) business income insurance (A) with loss payable to Lender; (B)
covering all risks required to be covered by the insurance provided for in
subsection (i) above for a period commencing at the time of loss for such length
of time as it takes to repair or replace with the exercise of due diligence and
dispatch; (C) containing an extended period of indemnity endorsement which
provides that after the physical loss to the Improvements and Personal Property
has been repaired, the continued loss of income will be insured until such
income either returns to the same level it was at prior to the loss, or the
expiration of twelve (12) months from the date that the Property is repaired or
replaced and operations are resumed, whichever first occurs, and notwithstanding
that the policy may expire prior to the end of such period; and (D) in an amount
equal to one hundred percent (100%) of the projected Gross Revenues from the
Property for a period from the date of loss to a date (assuming total
destruction) which is twelve (12) months from the date that the Property is


                                      -42-
<PAGE>

repaired or replaced and operations are resumed. The amount of such business
income insurance shall be determined prior to the date hereof and at least once
each year thereafter based on Borrower's reasonable estimate of the Gross
Revenues from the Property for the succeeding twelve (12) month period. All
proceeds payable to Lender pursuant to this subsection shall be held by Lender
and shall be applied to the obligations secured by the Loan Documents from time
to time due and payable hereunder and under the Note; provided, however, that
nothing herein contained shall be deemed to relieve Borrower of its obligations
to pay the obligations secured by the Loan Documents on the respective dates of
payment provided for in the Note and the other Loan Documents except to the
extent such amounts are actually paid out of the proceeds of such business
income insurance;

     (iv) at all times during which structural construction, repairs or
alterations are being made with respect to the Improvements, and only if the
Property coverage form does not otherwise apply, (A) owner's contingent or
protective liability insurance covering claims not covered by or under the terms
or provisions of the above mentioned commercial general liability insurance
policy; and (B) the insurance provided for in subsection (i) above written in a
so-called builder's risk completed value form (1) on a non-reporting basis, (2)
against all risks insured against pursuant to subsection (i) above, (3)
including permission to occupy the Property, and (4) with an agreed amount
endorsement waiving co-insurance provisions;

     (v) workers' compensation, subject to the statutory limits of the state in
which the Property is located, and employer's liability insurance with a limit
of at least Five Hundred Thousand and No/100 Dollars ($500,000) per accident and
per disease per employee, and Five Hundred Thousand and No/100 Dollars
($500,000) for disease aggregate in respect of any work or operations on or
about the Property, or in connection with the Property or its operation (if
applicable);

     (vi) comprehensive boiler and machinery insurance, if applicable, in
amounts as shall be reasonably required by Lender on terms consistent with the
commercial property insurance policy required under subsection (i) above;

     (vii) umbrella liability insurance in addition to primary coverage in an
amount not less than Sixty Million and No/100 Dollars ($60,000,000) per
occurrence on terms consistent with the commercial general liability insurance
policy required under subsection (ii) above and (viii) below;

     (viii) motor vehicle liability coverage for all owned and non-owned
vehicles, including rented and leased vehicles containing minimum limits per
occurrence, including umbrella coverage, of Five Hundred Thousand and No/100
Dollars ($500,000);

     (ix) so-called "dramshop" insurance or other liability insurance required
in connection with the sale of alcoholic beverages, if applicable;

     (x) insurance against employee dishonesty in an amount not less than one
(1) month of gross revenue from the Property and with a deductible not greater
than Ten Thousand and No/100 Dollars ($10,000), if applicable;


                                      -43-
<PAGE>

     (xi) if "acts of terrorism" or other similar acts or events are hereafter
excluded from the comprehensive all risk insurance policy described in clause
(i) above, Borrower shall obtain or cause to be obtained an endorsement to such
policy, or a separate policy in form and substance reasonably satisfactory to
the Lender from an insurance provider which maintains at least an Investment
Grade Rating from Moody's, Fitch and/or S&P, insuring against all such excluded
acts or events, to the extent such policy or endorsement is available, in an
amount determined by Lender in its sole discretion (but in no event more than an
amount equal to the then principal balance of the Loan, provided, however;
Borrower shall not be required to pay annual premiums in excess of the Required
Amount for the coverage required under this Section 5.1.1(a)(xi) for the
Property. Notwithstanding the foregoing, for so long as the Terrorism Risk
Insurance Act of 2002 ("TRIA") is in effect (including any extensions or if
another federal governmental program is in effect which provides substantially
similar protections as TRIA), Lender shall accept terrorism insurance which
covers against "covered acts" as defined by TRIA as full compliance with this
Section 5.1.1(a)(xi) as it relates to the risks that are required to be covered;
and

     (xii) upon sixty (60) days' notice, such other reasonable insurance and in
such reasonable amounts as Lender from time to time may reasonably request
against such other insurable hazards which at the time are commonly insured
against for property similar to the Property located in or around the region in
which the Property is located.

     (b) All insurance provided for in Section 5.1.1(a) shall be obtained under
valid and enforceable policies (collectively, the "Policies" or in the singular,
the "Policy") and, to the extent not specified above, shall be subject to the
approval of Lender as to deductibles, loss payees and insureds. Not less than
ten (10) days prior to the expiration dates of the Policies theretofore
furnished to Lender, certificates of insurance evidencing the Policies
accompanied by evidence satisfactory to Lender of payment of the premiums then
due thereunder (the "Insurance Premiums"), shall be delivered by Borrower to
Lender.

     (c) Any blanket insurance Policy shall specifically allocate to the
Property the amount of coverage from time to time required hereunder and shall
otherwise provide the same protection as would a separate Policy insuring only
the Property in compliance with the provisions of Section 5.1.1(a).

     (d) All Policies of insurance provided for or contemplated by Section
5.1.1(a) shall be primary coverage and, except for the Policy referenced in
Section 5.1.1(a)(v), shall name Borrower as the insured and Lender and its
successors and/or assigns as the additional insured, as its interests may
appear, and in the case of property damage, boiler and machinery, flood,
earthquake and terrorism insurance, shall contain a so-called New York standard
non-contributing mortgagee clause in favor of Lender providing that the loss
thereunder shall be payable to Lender. Borrower shall not procure or permit any
of its constituent entities to procure any other insurance coverage which would
be on the same level of payment as the Policies or would adversely impact in any
way the ability of Lender or Borrower to collect any proceeds under any of the
Policies.


                                      -44-
<PAGE>

     (e) All Policies of insurance provided for in Section 5.1.1(a), except for
the Policies referenced in Section 5.1.1(a)(v) and (a)(viii) shall contain
clauses or endorsements to the effect that:

     (i) no act or negligence of Borrower, or anyone acting for Borrower, or of
any Tenant or other occupant, or failure to comply with the provisions of any
Policy, which might otherwise result in a forfeiture of the insurance or any
part thereof, shall in any way affect the validity or enforceability of the
insurance insofar as Lender is concerned;

     (ii) the Policy shall not be canceled without at least thirty (30) days'
written notice to Lender and any other party named therein as an additional
insured and, if obtainable by Borrower using commercially reasonable efforts,
shall not be materially changed (other than to increase the coverage provided
thereby) without such a thirty (30) day notice; and

     (iii) Lender shall not be liable for any Insurance Premiums thereon or
subject to any assessments thereunder.

     (f) If at any time Lender is not in receipt of written evidence that all
insurance required hereunder is in full force and effect, Lender shall have the
right, without notice to Borrower, to take such action as Lender deems necessary
to protect its interest in the Property, including, without limitation, the
obtaining of such insurance coverage as Lender in its sole discretion deems
appropriate and all premiums incurred by Lender in connection with such action
or in obtaining such insurance and keeping it in effect shall be paid by
Borrower to Lender upon demand and until paid shall be secured by the Mortgage
and shall bear interest at the Default Rate.

     (g) In the event of foreclosure of the Mortgage or other transfer of title
to the Property in extinguishment in whole or in part of the Debt, all right,
title and interest of Borrower in and to the Policies that are not blanket
Policies then in force concerning the Property and all proceeds payable
thereunder shall thereupon vest in the purchaser at such foreclosure or Lender
or other transferee in the event of such other transfer of title.

     5.1.2 Insurance Company. The Policies shall be issued by financially sound
and responsible insurance companies authorized to do business in the state in
which the Property is located and having a claims paying ability rating of "A"
or better by S&P and Fitch, except for Clarendon America, the insurance company
providing for earthquake coverage, provided it maintains a claims paying ability
rating of "BBB+" or better by S&P. If a Securitization occurs, (i) the foregoing
required insurance company rating by a Rating Agency not rating any Securities
shall be disregarded and (ii) if the insurance company complies with the
aforesaid S&P required rating (and S&P is rating the Securities) and the other
Rating Agencies rating the Securities do not rate the insurance company, such
insurance company shall be deemed acceptable with respect to such Rating Agency
not rating such insurance company. Notwithstanding the foregoing, Borrower shall
be permitted to maintain the Policies with insurance companies which do not meet
the foregoing requirements (an "Otherwise Rated Insurer"), provided Borrower
obtains a "cut-through" endorsement (that is, an endorsement which permits
recovery against the provider of such endorsement) with respect to any Otherwise
Rated Insurer from an insurance company which meets the claims paying ability


                                      -45-
<PAGE>

ratings required above. Moreover, if Borrower desires to maintain insurance
required hereunder from an insurance company which does not meet the claims
paying ability ratings set forth herein but the parent of such insurance
company, which owns at least fifty-one percent (51%) of such insurance company,
maintains such ratings, Borrower may use such insurance companies if approved by
the Rating Agencies (such approval may be conditioned on items required by the
Rating Agencies including a requirement that the parent guarantee the
obligations of such insurance company).

     5.1.3 Current Insurance. Lender hereby acknowledges that the insurance
coverage evidenced by the certificates of insurance delivered to Lender in
connection with the closing of the Loan are acceptable to Lender as of the date
hereof for purposes of this Section 5.1.Section 5.2 Casualty and Condemnation.

     5.2.1 Casualty. If the Property shall sustain a Casualty, Borrower shall
give prompt notice of such Casualty to Lender and shall promptly commence and
diligently prosecute to completion the repair and restoration of the Property as
nearly as possible to the condition the Property was in immediately prior to
such Casualty (a "Restoration") and otherwise in accordance with Section 5.3, it
being understood, however, that Borrower shall not be obligated to restore the
Property to the precise condition of the Property prior to such Casualty
provided the Property is restored, to the extent practicable, to be of at least
equal value and of substantially the same character as prior to the Casualty and
with such alterations that may be reasonably approved by Lender or required by
law. Borrower shall pay all costs of such Restoration whether or not such costs
are covered by insurance. Lender may, but shall not be obligated to, make proof
of loss if not made promptly by Borrower. In the event of a Casualty where the
loss does not exceed Restoration Threshold, Borrower may settle and adjust such
claim; provided that (a) no Event of Default has occurred and is continuing and
(b) such adjustment is carried out in a commercially reasonable and timely
manner. In the event of a Casualty where the loss exceeds the Restoration
Threshold or if an Event of Default then exists, Borrower may settle and adjust
such claim only with the consent of Lender (which consent shall not be
unreasonably withheld, conditioned or delayed) and Lender shall have the
opportunity to participate, at Borrower's cost, in any such adjustments.
Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the
time and in the manner provided for its payment in the Note and in this
Agreement.

     5.2.2 Condemnation. Borrower shall give Lender prompt notice of any actual
or threatened Condemnation by any Governmental Authority of all or any part of
the Property and shall deliver to Lender a copy of any and all papers served in
connection with such proceedings. Provided no Event of Default has occurred and
is continuing, in the event of a Condemnation where the amount of the taking
does not exceed the Restoration Threshold, Borrower may settle and compromise
such Condemnation; provided that the same is effected in a commercially
reasonable and timely manner. In the event a Condemnation where the amount of
the taking exceeds the Restoration Threshold or if an Event of Default then
exists, Borrower may settle and compromise the Condemnation only with the
consent of Lender (which consent shall not be unreasonably withheld, conditioned
or delayed) and Lender shall have the opportunity to participate, at Borrower's
cost, in any litigation and settlement discussions in respect thereof and
Borrower shall from time to time deliver to Lender all instruments requested by
Lender to permit such participation. Borrower shall, at its expense, diligently
prosecute any such proceedings, and shall consult with Lender, its attorneys and
experts, and cooperate with them in the carrying on or defense of any such


                                      -46-
<PAGE>

proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay
the Debt at the time and in the manner provided for its payment in the Note and
in this Agreement. Lender shall not be limited to the interest paid on the Award
by any Governmental Authority but shall be entitled to receive out of the Award
interest at the rate or rates provided herein or in the Note. If the Property or
any portion thereof is taken by any Governmental Authority, Borrower shall
promptly commence and diligently prosecute the Restoration of the Property and
otherwise comply with the provisions of Section 5.3. If the Property is sold,
through foreclosure or otherwise, prior to the receipt by Lender of the Award,
Lender shall have the right, whether or not a deficiency judgment on the Note
shall have been sought, recovered or denied, to receive the Award, or a portion
thereof sufficient to pay the Debt.

     5.2.3 Casualty Proceeds. Notwithstanding the last sentence of Section
5.1.1(a)(iii) and provided no Event of Default exists hereunder, proceeds
received by Lender on account of the business interruption insurance specified
in Subsection 5.1.1(a)(iii) above with respect to any Casualty shall be
deposited by Lender directly into the Deposit Account (as defined in the Cash
Management Agreement) but (a) only to the extent it reflects a replacement for
(i) lost Rents that would have been due under Leases existing on the date of
such Casualty, and/or (ii) lost Rents under Leases that had not yet been
executed and delivered at the time of such Casualty which Borrower has proven to
the insurance company would have been due under such Leases (and then only to
the extent such proceeds disbursed by the insurance company reflect a
replacement for such past due Rents) and (b) only to the extent necessary to
fully make the disbursements required by Section 3.3(b)(i) through (vi) of the
Cash Management Agreement. All other such proceeds shall be held by Lender and
disbursed in accordance with Section 5.3 hereof.

     Section 5.3 Delivery of Net Proceeds.

     5.3.1 Minor Casualty or Condemnation. If a Casualty or Condemnation has
occurred to the Property and the Net Proceeds shall be less than the Restoration
Threshold and the costs of completing the Restoration shall be less than the
Restoration Threshold, and provided no Event of Default shall have occurred and
remain uncured, the Net Proceeds will be disbursed by Lender to Borrower.
Promptly after receipt of the Net Proceeds, Borrower shall commence and
satisfactorily complete with due diligence the Restoration in accordance with
the terms of this Agreement. If any Net Proceeds are received by Borrower and
may be retained by Borrower pursuant to the terms hereof, such Net Proceeds
shall, until disbursed in connection with the Restoration, be held in trust for
Lender and shall be segregated from other funds of Borrower to be used to pay
for the cost of Restoration in accordance with the terms hereof.

     5.3.2 Major Casualty or Condemnation. (a) If a Casualty or Condemnation has
occurred to the Property and the Net Proceeds are equal to or greater than the
Restoration Threshold or the costs of completing the Restoration is equal to or
greater than the Restoration Threshold, Lender shall make the Net Proceeds
available for the Restoration, provided that each of the following conditions
are met:

     (i) no Event of Default shall have occurred and be continuing;


                                      -47-
<PAGE>

     (ii) (A) in the event the Net Proceeds are insurance proceeds, less than
twenty-five percent (25%) of the total floor area of the Improvements at the
Property has been damaged, destroyed or rendered unusable as a result of such
Casualty or (B) in the event the Net Proceeds are an Award, less than ten
percent (10%) of the land constituting the Property is taken, and such land is
located along the perimeter or periphery of the Property, and no portion of the
Improvements is the subject of the Condemnation;

     (iii) Leases requiring payment of annual rent equal to seventy five percent
(75%) of the Gross Revenue received by Borrower during the twelve (12) month
period immediately preceding the Casualty or Condemnation and all Major Leases
shall remain in full force and effect during and after the completion of the
Restoration without abatement of rent beyond the time required for Restoration,
notwithstanding the occurrence of such Casualty or Condemnation.

     (iv) Borrower shall commence the Restoration as soon as reasonably
practicable (but in no event later than one hundred eighty (180) days after such
Casualty or Condemnation, whichever the case may be, occurs) and shall
diligently pursue the same to satisfactory completion;

     (v) Lender shall be satisfied that any operating deficits and all payments
of principal and interest under the Note will be paid during the period required
for Restoration from (A) the Net Proceeds, or (B) other funds of Borrower;

     (vi) Lender shall be satisfied that the Restoration will be completed on or
before the earliest to occur of (A) the date six (6) months prior to the
Maturity Date, (B) the earliest date required for such completion under the
terms of any Major Lease or (C) the expiration of the insurance coverage
referred to in Section 5.1.1(a)(iii);

     (vii) the Property and the use thereof after the Restoration will be in
compliance with and permitted under all applicable Legal Requirements;

     (viii) the Restoration shall be done and completed by Borrower in an
expeditious and diligent fashion and in compliance with all applicable Legal
Requirements; and

     (ix) such Casualty or Condemnation, as applicable, does not result in a
material adverse loss of access to the Property or the related Improvements.

     (x) Notwithstanding anything contained herein to the contrary, Lender
hereby agrees to apply the proceeds of insurance to the Restoration to the
extent required by, and in accordance with the REA and the Major Leases.

     (b) The Net Proceeds shall be paid directly to Lender and held by Lender in
an interest-bearing account and, until disbursed in accordance with the
provisions of this Section 5.3.2, shall constitute additional security for the
Debt. The Net Proceeds shall be disbursed by Lender to, or as directed by,
Borrower from time to time during the course of the Restoration, upon receipt of
evidence satisfactory to Lender that (A) all requirements set forth in Section
5.3.2(a) have been satisfied, (B) all materials installed and work and labor
performed (except to the extent that they are to be paid for out of the
requested disbursement) in connection with the Restoration have been paid for in


                                      -48-
<PAGE>

full, and (C) there exist no notices of pendency, stop orders, mechanic's or
materialman's liens or notices of intention to file same, or any other liens or
encumbrances of any nature whatsoever on the Property arising out of the
Restoration which have not either been fully bonded to the satisfaction of
Lender and discharged of record or in the alternative fully insured to the
satisfaction of Lender by the title company issuing the Title Insurance Policy.

     (c) All plans and specifications required in connection with the
Restoration shall be subject to prior approval of Lender and an independent
architect selected by Lender (the "Casualty Consultant"). The plans and
specifications shall require that the Restoration be completed in a first-class
workmanlike manner at least equivalent to the quality and character of the
original work in the Improvements (provided, however, that in the case of a
partial Condemnation, the Restoration shall be done to the extent reasonable
practicable after taking into account the consequences of such partial
Condemnation), so that upon completion thereof, the Property shall be at least
equal in value and general utility to the Property prior to the damage or
destruction; it being understood, however, that Borrower shall not be obligated
to restore the Property to the precise condition of the Property prior to such
Casualty provided the Property is restored, to the extent practicable, to be of
at least equal value and of substantially the same character as prior to the
Casualty. Borrower shall restore all Improvements such that when they are fully
restored and/or repaired, such Improvements and their contemplated use fully
comply with all applicable material Legal Requirements. The identity of the
contractors, subcontractors and materialmen engaged in the Restoration, as well
as the contracts under which they have been engaged, shall be subject to
approval of Lender and the Casualty Consultant. All costs and expenses incurred
by Lender in connection with recovering, holding and advancing the Net Proceeds
for the Restoration including, without limitation, reasonable attorneys' fees
and disbursements and the Casualty Consultant's fees and disbursements, shall be
paid by Borrower.

     (d) In no event shall Lender be obligated to make disbursements of the Net
Proceeds in excess of an amount equal to the costs actually incurred from time
to time for work in place as part of the Restoration, as certified by the
Casualty Consultant, less the Casualty Retainage. The term "Casualty Retainage"
shall mean, as to each contractor, subcontractor or materialman engaged in the
Restoration, an amount equal to ten percent (10%) of the costs actually incurred
for work in place as part of the Restoration, as certified by the Casualty
Consultant, until the Restoration has been completed. The Casualty Retainage
shall in no event, and notwithstanding anything to the contrary set forth above
in this Section 5.3.2(d), be less than the amount actually held back by Borrower
from contractors, subcontractors and materialmen engaged in the Restoration. The
Casualty Retainage shall not be released until the Casualty Consultant certifies
to Lender that the Restoration has been completed in accordance with the
provisions of this Section 5.3.2(d) and that all approvals necessary for the
re-occupancy and use of the Property have been obtained from all appropriate
Governmental Authorities, and Lender receives evidence satisfactory to Lender
that the costs of the Restoration have been paid in full or will be paid in full
out of the Casualty Retainage; provided, however, that Lender will release the
portion of the Casualty Retainage being held with respect to any contractor,
subcontractor or materialman engaged in the Restoration as of the date upon
which the Casualty Consultant certifies to Lender that the contractor,
subcontractor or materialman has satisfactorily completed all work and has
supplied all materials in accordance with the provisions of the contractor's,
subcontractor's or materialman's contract, the contractor, subcontractor or


                                      -49-
<PAGE>

materialman delivers the lien waivers and evidence of payment in full of all
sums due to the contractor, subcontractor or materialman as may be reasonably
requested by Lender or by the title company issuing the Title Insurance Policy,
and Lender receives an endorsement to the Title Insurance Policy insuring the
continued priority of the lien of the Mortgage and evidence of payment of any
premium payable for such endorsement. If required by Lender, the release of any
such portion of the Casualty Retainage shall be approved by the surety company,
if any, which has issued a payment or performance bond with respect to the
contractor, subcontractor or materialman.

     (e) Lender shall not be obligated to make disbursements of the Net Proceeds
more frequently than once every calendar month.

     (f) If at any time the Net Proceeds or the undisbursed balance thereof
shall not, in the opinion of Lender in consultation with the Casualty
Consultant, be sufficient to pay in full the balance of the costs which are
estimated by the Casualty Consultant to be incurred in connection with the
completion of the Restoration, Borrower shall deposit the deficiency (the "Net
Proceeds Deficiency") with Lender before any further disbursement of the Net
Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall
be held by Lender and shall be disbursed for costs actually incurred in
connection with the Restoration on the same conditions applicable to the
disbursement of the Net Proceeds, and until so disbursed pursuant to this
Section 5.3.2 shall constitute additional security for the Debt.

     (g) The excess, if any, of the Net Proceeds and the remaining balance, if
any, of the Net Proceeds Deficiency deposited with Lender after the Casualty
Consultant certifies to Lender that the Restoration has been completed in
accordance with the provisions of this Section 5.3.2, and the receipt by Lender
of evidence satisfactory to Lender that all costs incurred in connection with
the Restoration have been paid in full, shall be remitted by Lender to Borrower,
provided no Event of Default shall have occurred and shall be continuing under
any of the Loan Documents; provided, however, the amount of such excess returned
to Borrower in the case of a Condemnation shall not exceed the amount of Net
Proceeds Deficiency deposited by Borrower with the balance being applied to the
Debt in the manner provided for in subsection 5.3.2(h).

     (h) All Net Proceeds not required (i) to be made available for the
Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant
to Section 5.3.2(g) may be retained and applied by Lender toward the payment of
the Components, whether or not then due and payable, in such order, priority and
proportions as Lender in its sole discretion shall deem proper, or, at the
discretion of Lender, the same may be paid, either in whole or in part, to
Borrower for such purposes as Lender shall designate.

     VI. RESERVE FUNDS

     Section 6.1 Intentionally Omitted

     Section 6.2 Tax Funds.

     6.2.1 Deposits of Tax Funds. Upon the occurrence of a Trigger Event and
during the continuance of a Trigger Period there shall be deposited on each
Monthly Payment Date an amount equal to one-twelfth of the Taxes that Lender in


                                      -50-
<PAGE>

good faith estimates will be payable during the next ensuing twelve (12) months
in order to accumulate sufficient funds to pay all such Taxes with respect to
the tax parcels which comprise the Property at least ten (10) days prior to
their respective due dates. Amounts deposited pursuant to this Section 6.2.1 are
referred to herein as the "Tax Funds". If at any time Lender reasonably
determines that the Tax Funds will not be sufficient to pay the Taxes, Lender
shall notify Borrower of such determination and the monthly deposits for Taxes
shall be increased by the amount that Lender estimates is sufficient to make up
the deficiency at least ten (10) days prior to the respective due dates for the
Taxes; provided that if Borrower receives notice of any deficiency after the
date that is ten (10) days prior to the date that Taxes are due, Borrower will
deposit such amount within one (1) Business Day after its receipt of such
notice.

     6.2.2 Release of Tax Funds. Lender shall apply the Tax Funds to payments of
Taxes. In making any payment relating to Taxes, Lender may do so according to
any bill, statement or estimate procured from the appropriate public office
(with respect to Taxes) without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax, assessment, sale,
forfeiture, tax lien or title or claim thereof. If the amount of the Tax Funds
shall exceed the amounts due for Taxes, Lender shall either return any excess to
Borrower or credit such excess against future payments to be made to the Tax
Funds, as Lender may decide in its sole discretion. Any Tax Funds remaining
after the Debt has been paid in full shall be returned to Borrower.

     Section 6.3 Insurance Funds.

     6.3.1 Deposits of Insurance Funds. Upon the occurrence of a Trigger Event
and during the continuance of a Trigger Period there shall be deposited on each
Monthly Payment Date an amount equal to one-twelfth of the Insurance Premiums
that Lender estimates will be payable for the renewal of the coverage afforded
by the Policies upon the expiration thereof in order to accumulate sufficient
funds to pay all such Insurance Premiums at least thirty (30) days prior to the
expiration of the Policies. Amounts deposited pursuant to this Section 6.3.1 are
referred to herein as the "Insurance Funds". If at any time Lender reasonably
determines that the Insurance Funds will not be sufficient to pay the Insurance
Premiums, Lender shall notify Borrower of such determination and the monthly
deposits for Insurance Premiums shall be increased by the amount that Lender
estimates is sufficient to make up the deficiency at least thirty (30) days
prior to expiration of the Policies.

     6.3.2 Release of Insurance Funds. Lender shall apply the Insurance Funds to
payment of Insurance Premiums. In making any payment relating to Insurance
Premiums, Lender may do so according to any bill, statement or estimate procured
from the insurer or its agent, without inquiry into the accuracy of such bill,
statement or estimate. If the amount of the Insurance Funds shall exceed the
amounts due for Insurance Premiums, Lender shall either return any excess to
Borrower or credit such excess against future payments to be made to the
Insurance Funds, as Lender may decide in its sole discretion. Any Insurance
Funds remaining after the Debt has been paid in full shall be returned to
Borrower.


                                      -51-
<PAGE>

     Section 6.4 Intentionally Omitted.

     Section 6.5 Rollover Funds.

     6.5.1 Deposits of Rollover Funds. Upon the occurrence of a Trigger Event
and during the continuance of a Trigger Period there shall be deposited with
Lender on each Monthly Payment Date the sum of $15,000.00, for tenant
improvements and leasing commissions that may be incurred following the date
hereof. Amounts deposited pursuant to this Section 6.5.1 are referred to herein
as the "Rollover Funds".

     6.5.2 Release of Rollover Funds. Lender shall direct Agent to disburse to
Borrower the Rollover Funds upon satisfaction by Borrower of each of the
following conditions: (i) Borrower shall submit a request for payment to Lender
at least ten (10) days prior to the date on which Borrower requests such payment
be made and specifies the tenant improvement costs and leasing commissions to be
paid, (ii) on the date such request is received by Lender and on the date such
payment is to be made, no Event of Default shall exist and remain uncured, (iii)
Lender shall have reviewed and, if Lender's approval is required, approved the
Lease in respect of which Borrower is obligated to pay or reimburse certain
tenant improvement costs and leasing commissions, (iv) Lender shall have
received and, if Lender's approval is required, approved a budget for tenant
improvement costs and a schedule of leasing commissions payments and the
requested disbursement will be used to pay all or a portion of such costs and
payments, (v) Lender shall have received a certificate from Borrower (A) stating
that all tenant improvements at the Property to be funded by the requested
disbursement have been completed in good and workmanlike manner and in
accordance with all applicable federal, state and local laws, rules and
regulations, such certificate to be accompanied by a copy of any license, permit
or other approval by any Governmental Authority required in connection with the
Capital Expenditures, (B) identifying each Person that supplied materials or
labor in connection with the tenant improvements to be funded by the requested
disbursement, and (C) stating that each such Person has been paid in full or
will be paid in full upon such disbursement, such certificate to be accompanied
by lien waivers or other evidence of payment satisfactory to Lender, (vi) at
Lender's option, if the cost of the tenant improvements exceed $75,000, a title
search for the Property indicating that the Property is free from all Liens,
claims and other encumbrances not previously approved by Lender, and (vii)
Lender shall have received such other evidence as Lender shall reasonably
request that the tenant improvements at the Property to be funded by the
requested disbursement have been completed and are paid for or will be paid upon
such disbursement to Borrower. Lender shall not be required to disburse Rollover
Funds more frequently than once each calendar month, unless such requested
disbursement is in an amount greater than the Minimum Disbursement Amount (or a
lesser amount if the total amount of Rollover Funds is less than the Minimum
Disbursement Amount, in which case only one disbursement of the amount remaining
in the account shall be made).

     Section 6.6 Lease Termination Rollover Funds.

     6.6.1 Deposits of Rollover Funds. In the event that Borrower receives a
fee, payment or other compensation from any Tenant under a Major Lease relating
to or in exchange for the termination of such Tenant's Lease (a "Lease
Termination Fee") Borrower shall immediately deposit such Lease Termination Fee
with Lender, to be utilized for tenant improvements and leasing commissions that



                                      -52-
<PAGE>

may be incurred with respect to the space relating to such Lease Termination Fee
(a "Termination Space") and, in the event that there is a Rent Deficiency (as
hereinafter defined) for the Termination Space from and after the date that the
Major Lease for the Termination Space was terminated, in replacement of Rent.
Amounts deposited pursuant to this Section 6.6.1 are referred to herein as the
"Lease Termination Rollover Funds".

     6.6.2 Release of Lease Termination Rollover Funds. (a) Lender shall direct
Agent to disburse to Borrower the Lease Termination Rollover Funds upon
satisfaction by Borrower of each of the following conditions: (i) Borrower shall
submit a request for payment to Lender at least ten (10) days prior to the date
on which Borrower requests such payment be made and (A) specifies the tenant
improvement costs and leasing commissions to be paid for the Termination Space
or (B) specifies the amount by which the rent expected to be obtained by
Borrower for the Termination Space during the next succeeding calendar month
pursuant to the Lease or Leases for such Termination Space (a "Replacement
Lease") is less than the amount of monthly rent received from the previous
Tenant in the Termination Space pursuant to its Lease prior to such termination
(the "Rent Deficiency"), (ii) on the date such request is received by Lender and
on the date such payment is to be made, no Event of Default shall exist and
remain uncured, (iii) Lender shall have reviewed and, to the extent required
hereby, approved the Replacement Lease in respect of which Borrower is obligated
to pay or reimburse certain tenant improvement costs and leasing commissions,
(iv) with respect to any Lease Termination Rollover Funds to be released by
Lender for tenant improvements or leasing commissions pursuant to a Replacement
Lease, Lender shall have received a budget for tenant improvement costs and a
schedule of leasing commissions payments and the requested disbursement will be
used to pay all or a portion of such costs and payments, (v) with respect to any
Lease Termination Rollover Funds to be released by Lender for tenant
improvements or leasing commissions pursuant to a Replacement Lease, Lender
shall have received a certificate from Borrower (A) stating that all tenant
improvements at the Property to be funded by the requested disbursement have
been completed in good and workmanlike manner and in accordance with all
applicable federal, state and local laws, rules and regulations, such
certificate to be accompanied by a copy of any license, permit or other approval
by any Governmental Authority required in connection with the Capital
Expenditures, (B) identifying each Person that supplied materials or labor in
connection with the tenant improvements to be funded by the requested
disbursement, and (C) stating that each such Person has been paid in full or
will be paid in full upon such disbursement, such certificate to be accompanied
by lien waivers or other evidence of payment satisfactory to Lender, (vi) with
respect to any Lease Termination Rollover Funds to be released by Lender for
tenant improvements or leasing commissions pursuant to a Replacement Lease, at
Lender's option, a title search for the Property indicating that the Property is
free from all Liens, claims and other encumbrances not previously approved by
Lender and (vii) with respect to any Lease Termination Rollover Funds to be
released by Lender for tenant improvements or leasing commissions pursuant to a
Replacement Lease, Lender shall have received such other evidence as Lender
shall reasonably request that the tenant improvements at the Property to be
funded by the requested disbursement have been completed and are paid for or
will be paid upon such disbursement to Borrower. Lender shall not be required to
disburse Lease Termination Rollover Funds more frequently than once each
calendar month, unless such requested disbursement is in an amount greater than
the Minimum Disbursement Amount (or a lesser amount if the total amount of Lease


                                      -53-
<PAGE>

Termination Rollover Funds is less than the Minimum Disbursement Amount, in
which case only one disbursement of the amount remaining in the account shall be
made). All Rent Deficiency disbursements made by Lender shall be deposited into
the Deposit Account as if such sums were received by Borrower as Rent during the
calendar month after such request is made by Borrower.

     (b) Notwithstanding the foregoing, upon receipt by Lender of evidence that,
with respect to any new Replacement Lease with a term of at least five (5)
years, all tenant improvements required to be completed by Borrower pursuant to
the Replacement Lease, if any, have been completed and all leasing commissions
required to be paid by Borrower with respect to the Replacement Lease, if any,
have been paid, and provided no Event of Default then exists, Lender shall
direct Agent to disburse to Borrower the Lease Termination Rollover Funds on
deposit with respect to such Termination Space provided that the rent to be
obtained by Borrower for such Termination Space during the next succeeding sixty
(60) calendar months pursuant to the respective Replacement Lease is equal to or
greater than the sum of the monthly rent last received from the previous Tenant
in such Termination Space pursuant to its Lease multiplied by sixty (60).

     Section 6.7 Intentionally Omitted.

     Section 6.8 Application of Reserve Funds.

     Upon the occurrence of an Event of Default, Lender, at its option, may
withdraw the Reserve Funds and apply the Reserve Funds to the items for which
the Reserve Funds were established or to payment of the Debt in such order,
proportion and priority as Lender may determine in its sole discretion. Lender's
right to withdraw and apply the Reserve Funds shall be in addition to all other
rights and remedies provided to Lender under the Loan Documents.

     Section 6.9 Security Interest in Reserve Funds.

     6.9.1 Grant of Security Interest. Borrower shall be the owner of the
Reserve Funds. Borrower hereby pledges, assigns and grants a security interest
to Lender, as security for payment of the Debt and the performance of all other
terms, conditions and covenants of the Loan Documents on Borrower's part to be
paid and performed, in all of Borrower's right, title and interest in and to the
Reserve Funds. The Reserve Funds shall be under the sole dominion and control of
Lender.

     6.9.2 Income Taxes. Borrower shall report on its federal, state and local
income tax returns, if any, all interest or income accrued on the Reserve Funds.

     6.9.3 Prohibition Against Further Encumbrance. Borrower shall not, without
the prior consent of Lender, further pledge, assign or grant any security
interest in the Reserve Funds or permit any lien or encumbrance to attach
thereto, or any levy to be made thereon, or any UCC-1 Financing Statements,
except those naming Lender as the secured party, to be filed with respect
thereto.


                                      -54-
<PAGE>

     Section 6.10 Letters of Credit.

     6.10.1 Delivery of Letters of Credit. (a) In lieu of making the payments to
any of the Reserve Funds, Borrower may deliver to Lender a Letter of Credit in
accordance with the provisions of this Section 6.10. Additionally, Borrower may
deliver to Lender a Letter of Credit in accordance with the provisions of this
Section 6.10 in lieu of deposits previously made to the Reserve Funds. The
aggregate amount of any Letter of Credit and cash on deposit with respect to the
Rollover Funds shall at all times be at least equal to the aggregate amount
which Borrower is required to have on deposit in such Reserve Fund pursuant to
this Agreement. The aggregate amount of any Letter of Credit and cash on deposit
with respect to the Tax Funds shall at all times be at least equal to the
aggregate which Borrower would be required to deposit in such Reserve Fund over
the next twelve (12) month period. The aggregate amount of any Letter of Credit
and cash on deposit with respect to the Insurance Funds shall at all times be at
least equal to the aggregate which Borrower would be required to deposit in such
Reserve Fund over the next twelve (12) month period. In the event that a Letter
of Credit is delivered in lieu of any portion of the Tax Funds or the Insurance
Funds, Borrower shall be responsible for the payment of Taxes or Insurance
Premiums, as applicable, and Lender shall not be responsible therefor.

     (b) Borrower shall give Lender no less than thirty (30) days notice of
Borrower's election to deliver a Letter of Credit and Borrower shall pay to
Lender all of Lender's reasonable out-of-pocket costs and expenses in connection
therewith. Borrower shall not be entitled to draw from any such Letter of
Credit. Upon thirty (30) days notice to Lender, Borrower may replace a Letter of
Credit with a cash deposit to the applicable Reserve Fund if a Letter of Credit
has been outstanding for more than six (6) months. Prior to the return of a
Letter of Credit, Borrower shall deposit an amount equal to the amount that
would have accumulated in the applicable Reserve Fund and not been disbursed in
accordance with this Agreement if such Letter of Credit had not been delivered.

     (c) Borrower shall provide Lender with notice of any increases in the
annual payments for Taxes and Insurance Premiums thirty (30) days prior to the
effective date of any such increase and any applicable Letter of Credit shall be
increased by such increased amount at least ten (10) days prior to the effective
date of such increase.

     Section 6.11 Provisions Regarding Letters of Credit.

     6.11.1 Security for Debt. Each Letter of Credit delivered under this
Agreement shall be additional security for the payment of the Debt. Upon the
occurrence of an Event of Default, Lender shall have the right, at its option,
to draw on any Letter of Credit and to apply all or any part thereof to the
payment of the items for which such Letter of Credit was established or to apply
each such Letter of Credit to payment of the Debt in such order, proportion or
priority as Lender may determine. Any such application to the Debt shall be
subject to the Yield Maintenance Premium. On the Maturity Date, any such Letter
of Credit may be applied to reduce the Debt.

     6.11.2 Additional Rights of Lender. In addition to any other right Lender
may have to draw upon a Letter of Credit pursuant to the terms and conditions of
this Agreement, Lender shall have the additional rights to draw in full any
Letter of Credit: (a) with respect to any evergreen Letter of Credit, if Lender


                                      -55-
<PAGE>

has received a notice from the issuing bank that the Letter of Credit will not
be renewed and a substitute Letter of Credit is not provided at least thirty
(30) days prior to the date on which the outstanding Letter of Credit is
scheduled to expire; (b) with respect to any Letter of Credit with a stated
expiration date, if Lender has not received a notice from the issuing bank that
it has renewed the Letter of Credit at least thirty (30) days prior to the date
on which such Letter of Credit is scheduled to expire and a substitute Letter of
Credit is not provided at least thirty (30) days prior to the date on which the
outstanding Letter of Credit is scheduled to expire; (c) upon receipt of notice
from the issuing bank that the Letter of Credit will be terminated (except if
the termination of such Letter of Credit is permitted pursuant to the terms and
conditions of this Agreement or a substitute Letter of Credit is provided); or
(d) if Lender has received notice that the bank issuing the Letter of Credit
shall cease to be an Eligible Institution. Notwithstanding anything to the
contrary contained in the above, Lender is not obligated to draw any Letter of
Credit upon the happening of an event specified in (a), (b), (c) or (d) above
and shall not be liable for any losses sustained by Borrower due to the
insolvency of the bank issuing the Letter of Credit if Lender has not drawn the
Letter of Credit.

     VII. PROPERTY MANAGEMENT

     Section 7.1 The Management Agreement.

     Borrower shall cause Manager to manage the Property in accordance with the
Management Agreement. Borrower shall (i) diligently perform and observe all of
the terms, covenants and conditions of the Management Agreement on the part of
Borrower to be performed and observed, (ii) promptly notify Lender of any notice
to Borrower of any default by Borrower in the performance or observance of any
of the terms, covenants or conditions of the Management Agreement on the part of
Borrower to be performed and observed, and (iii) promptly deliver to Lender a
copy of each financial statement, business plan, capital expenditures plan,
report and estimate received by it under the Management Agreement. If Borrower
shall default in the performance or observance of any material term, covenant or
condition of the Management Agreement on the part of Borrower to be performed or
observed, then, without limiting Lender's other rights or remedies under this
Agreement or the other Loan Documents, and without waiving or releasing Borrower
from any of its obligations hereunder or under the Management Agreement, Lender
shall have the right, but shall be under no obligation, to pay any sums and to
perform any act as may be appropriate to cause all the material terms, covenants
and conditions of the Management Agreement on the part of Borrower to be
performed or observed.

     Section 7.2 Prohibition Against Termination or Modification.

     Borrower shall not surrender, terminate, cancel, modify, renew or extend
the Management Agreement, or enter into any other agreement relating to the
management or operation of the Property with Manager or any other Person, or
consent to the assignment by the Manager of its interest under the Management
Agreement, in each case without the express consent of Lender, which consent
shall not be unreasonably withheld; provided, however, with respect to a new
manager such consent may be conditioned upon Borrower delivering a Rating Agency
Confirmation as to such new manager and management agreement and, if such new
manager is an Affiliate of Borrower, upon delivery of a non-consolidation


                                      -56-
<PAGE>

opinion acceptable to the Rating Agencies. If at any time Lender consents to the
appointment of a new manager, such new manager and Borrower shall, as a
condition of Lender's consent, execute a subordination of management agreement
in the form then used by Lender.

     Section 7.3 Replacement of Manager.

     Lender shall have the right to require Borrower to replace the Manager with
a Person which is not an Affiliate of, but is chosen by, Borrower and approved
by Lender upon the occurrence of any one or more of the following events: (i) at
any time following the occurrence of an Event of Default, (ii) if at any time
the Debt Service Coverage Ratio falls below 1.10 to 1.0 (the "Manager
Termination Ratio") for two (2) consecutive calendar quarters, as determined by
Lender in its reasonable discretion on a quarterly basis and/or (iii) if Manager
shall be in default under the Management Agreement beyond any applicable notice
and cure period or if at any time the Manager has engaged in gross negligence,
fraud or willful misconduct. Notwithstanding the provisions of clause (ii)
above, Borrower shall nevertheless have the right to retain such Manager if,
prior to the replacement of such Manager, Borrower shall provide additional
collateral in the form of Letters of Credit for a portion of the Loan,
satisfactory to Lender, such that the Manager Termination Ratio can be
maintained on the Loan Amount net of such additional collateral. Lender may
require Borrower to increase the additional collateral to the extent such Debt
Service Coverage Ratio continues to decline in subsequent quarters. Such
additional collateral shall be released to Borrower when the Debt Service
Coverage Ratio equals or exceeds the Manager Termination Ratio for 6 consecutive
months and provided no Event of Default has occurred and is continuing. Letters
of Credit provided under this section shall be additional security for the
repayment of the Indebtedness and may be drawn upon by Lender upon the
occurrence of an Event of Default and applied by Lender in such order and
priority as Lender may determine in its sole discretion.

     VIII. PERMITTED TRANSFERS

     Section 8.1 Intentionally Omitted.

     Section 8.2 Permitted Transfers.

     (a) Without the prior written consent of Lender, except as expressly
provided by this Agreement, neither Borrower nor any other Person having an
ownership or beneficial interest, direct or indirect, in Borrower shall (i)
directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the
Property, any part thereof or any interest therein (including any ownership
interest in Borrower); (ii) further encumber, alienate, grant a Lien or grant
any other interest in the Property or any part thereof (including any ownership
interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into
any easement or other agreement granting rights in or restricting the use or
development of the Property.

     (b) Borrower may, upon thirty (30) days prior notice to Lender, (i) make
immaterial transfers of portions of the Property to any Governmental Authority
for dedication or public use, and (ii) grant easements, restrictions covenants,
reservations and rights of way in the ordinary course of business for access,
water and sewer lines, telephone and telegraph lines, electric lines or other
utilities or for other similar purposes, provided that no such transfer,


                                      -57-
<PAGE>

conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall
materially adversely effect the utility and operation of the Property or
materially adversely effect the value of the Property taken as a whole or
materially adversely effect the ability of Borrower to pay the debt secured by
the Mortgage. In connection with any transfer, conveyance or encumbrance
permitted pursuant to this Section 8.2(b), Borrower shall deliver to Lender not
less than 30 days prior to the date of such transfer a copy of the proposed
instrument of transfer, which shall not impose any liability on Lender and shall
be reasonably acceptable to Lender in all respects; and if acceptable, Lender
shall execute and deliver such instrument, in the case of the transfers referred
to in clause (i) above, to release the portion of the Property affected by such
transfer from the lien of the Mortgage or, in the case of clause (ii) above, to
subordinate the lien of the Mortgage to such easements, restrictions, covenants,
reservations and rights of way or other similar grants promptly following
receipt by Lender of: (A) payment of costs incurred by Lender in connection
therewith; and (B) a certificate from an officer of the general partner or
managing member of Borrower stating (x) with respect to any transfer, the
consideration, if any, being paid for the transfer provided that if such
consideration exceeds $25,000, Borrower shall deliver such consideration to
Lender to be applied to the Debt or at Lender's option held as additional
collateral for the Loan and (y) that such transfer does not materially adversely
effect the utility and operation of the Property or materially adversely effect
the value of the Property taken as a whole or materially adversely effect the
ability of Borrower to pay the Debt.

     (c) A sale or conveyance by Borrower of all of the Property (but not a
mortgage, lien or other encumbrance) is permitted provided that each of the
following conditions have been satisfied:

     (i) no Event of Default shall have occurred and be continuing;

     (ii) the Person to whom the Property is sold or conveyed qualifies as a
single purpose, bankruptcy remote entity under criteria established by the
Rating Agencies and not less than 50% of the direct or indirect interests are
owned and controlled by a Permitted Owner;

     (iii) Lender shall have received a Rating Agency Confirmation as to such
sale or conveyance;

     (iv) Lender has received a non-consolidation opinion which may be relied
upon by Lender, the Rating Agencies and their respective counsel, successors and
assigns, with respect to the sale or conveyance, which opinion shall be
reasonably acceptable to Lender and, after a Securitization, the Rating
Agencies;

     (v) the transferee of the Property shall execute an assumption of all of
the obligations of the Borrower under this Agreement, the Mortgage and the other
Loan Documents, subject, however, to the provisions of Section 11.22 of this
Agreement; and

     (vi) Borrower shall give written notice to Lender of the proposed sale or
conveyance not later than thirty (30) days prior thereto, which notice shall set
forth the name of the proposed transferee, identify the owners of such direct
and indirect interests of the proposed transferee and set forth the date the
sale or conveyance is expected to be effective.


                                      -58-
<PAGE>

     (d) A transfer or sale (but not a pledge, hypothecation, creation of a
security interest in or other encumbrance) of direct or indirect ownership
interest in Borrower is permitted provided the following conditions have been
satisfied:

     (i) such transfer or sale is to a Permitted Owner or Lender shall have
received a Rating Agency Confirmation as to such transfer or sale;

     (ii) prior to any such transfer or sale of direct or indirect ownership
interests in Borrower, if as a result of either of which (and after giving
effect to such transfer or sale), more than 50% of the direct or indirect
ownership interests in Borrower shall have been transferred to a person or
entity not owning at least 50% of the direct or indirect ownership interests in
Borrower on the date of closing, Borrower shall deliver to Lender a
non-consolidation opinion which may be relied upon by Lender, and its respective
counsel, successors and assigns, with respect to the proposed transfer or sale,
which opinion shall be reasonably acceptable to Lender;

     (iii) Intentionally Omitted;

     (iv) immediately prior to such transfer or sale no Event of Default has
occurred and is continuing; and

     (v) Borrower shall give or cause to be given written notice to Lender of
the proposed transfer or sale not later than thirty (30) days prior thereto,
which notice shall set forth the name of the Person to which the interest in
Borrower is to be transferred or sold, identify the proposed transferee and set
forth the date the transfer or sale is expected to be effective.

     (e) The restrictions on Transfers of ownership interests in Borrower set
forth herein and in Article 6 of the Mortgage shall not apply to the issuance,
sale, transfer or pledge of publicly traded shares of the REIT including,
without limitation, a Transfer in connection with the purchase or exchange of
all or substantially all of the stock of the REIT.

     (f) The restrictions on Transfers of ownership interests in Borrower set
forth herein and in Article 6 of the Mortgage shall not apply to the issuance,
transfer or pledge of limited partnership interests in Sponsor, provided that
(w) the REIT shall at all times (i) be and remain the 100% owner of GPC and have
the right and power to direct the management, policies and day-to-day business
and affairs of Sponsor through GPC and (ii) directly owns a minimum of fifty one
percent (51%) of the interests in Sponsor, (x) Sponsor and the REIT directly or
indirectly at all times owns a minimum of fifty-one percent (51%) of the
ownership interests in Borrower and retains control of the Borrower and the
day-to-day management of the Property, (y) GPC shall at all times remain the
general partner of Sponsor and (z) if after giving effect to such transfer and
all prior transfers, more than forty-nine percent (49%) in the aggregate of
direct or indirect interests in Borrower are owned by any Person and its
Affiliates that owned less than a forty-nine percent (49%) direct or indirect
interest in Borrower as of the Closing Date, Lender receives a non-consolidation
opinion acceptable to Lender. Notwithstanding the foregoing, a Transfer of all
of such limited partnership interests in the Sponsor to a Person that acquires
all or substantially all of the assets of the REIT shall be permitted regardless
of whether or not the requirements of subclauses (w), (x) and (y) are met.


                                      -59-
<PAGE>

     (g) The restrictions on Transfers of ownership interests in Borrower set
forth herein and in Article 6 of the Mortgage shall not apply to a transfer or
sale (but not a pledge, hypothecation, creation of a security interest in or
other encumbrance) of up to forty-nine percent (49%) direct or indirect
ownership interests in Borrower to a Person who is not a Qualified Transferee,
provided that Sponsor directly or indirectly at all times owns a minimum of
fifty-one percent (51%) of the ownership interests in Borrower and retains
control of the Borrower and the day-to-day management of the Property.

     IX. SALE AND SECURITIZATION OF MORTGAGE

     Section 9.1 Sale of Mortgage and Securitization.

     (a) Lender shall have the right (i) to sell or otherwise transfer the Loan
or any portion thereof as a whole loan, (ii) to sell participation interests in
the Loan or (iii) to securitize the Loan or any portion thereof in a single
asset securitization or a pooled loan securitization. (The transaction referred
to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively
as "Secondary Market Transactions" and the transactions referred to in clause
(iii) shall hereinafter be referred to as a "Securitization". Any certificates,
notes or other securities issued in connection with a Securitization are
hereinafter referred to as "Securities").

     (b) If requested by Lender, Borrower shall use commercially reasonable
efforts to assist Lender in satisfying the market standards to which Lender
customarily adheres or which may be reasonably required in the marketplace or by
the Rating Agencies in connection with any Secondary Market Transactions at
Lender's sole cost and expense, including, without limitation, to:

     (i) (A) provide updated financial and other information with respect to the
Property, the business operated at the Property, Borrower and the Manager, (B)
provide updated budgets relating to the Property and (C) provide updated
appraisals, market studies, environmental reviews (Phase I's and, if
appropriate, Phase II's), property condition reports and other due diligence
investigations of the Property (the "Updated Information"), together, if
customary, with appropriate verification of the Updated Information through
letters of auditors or opinions of counsel acceptable to Lender and the Rating
Agencies;

     (ii) provide opinions of counsel, which may be relied upon by Lender, the
Rating Agencies and their respective counsel, agents and representatives, as to
non-consolidation, fraudulent conveyance, and true sale or any other opinion
customary in Secondary Market Transactions or required by the Rating Agencies
with respect to the Property and Borrower and Affiliates, which counsel and
opinions shall be satisfactory to Lender and the Rating Agencies;

     (iii) provide updated, as of the closing date of the Secondary Market
Transaction, representations and warranties made in the Loan Documents and such
additional representations and warranties as the Rating Agencies may require;
and

     (iv) execute amendments to the Loan Documents and Borrower's organizational
documents reasonably requested by Lender; provided, however, that Borrower shall
not be required to modify or amend any Loan Document if such modification or


                                      -60-
<PAGE>

amendment would (A) change the interest rate, the stated maturity or the
amortization of principal as set forth herein or in the Note, or (B) modify or
amend any other material economic term of the Loan.

     (c) If requested by Lender, Borrower shall provide Lender at Lender's sole
cost and expense with the following financial statements (it being understood
that Lender shall request summaries of financial statements if it anticipates
that the principal amount of the Loan at the time of Securitization may, or if
the principal amount of the Loan at any time during which the Loan is included
in a Securitization does, equals or exceeds 10% of the aggregate principal
amount of all mortgage loans included in the Securitization):

     (i) As of the Closing Date, a balance sheet with respect to the Property
for the two most recent Fiscal Years, meeting the requirements of Section
210.3-01 of Regulation S-X of the Securities Act and statements of income and
statements of cash flows with respect to the Property for the three most recent
Fiscal Years, meeting the requirements of Section 210.3-02 of Regulation S-X,
and, to the extent that such balance sheet is more than 135 days old as of the
Closing Date, interim financial statements of the Property meeting the
requirements of Section 210.3-01 and 210.3-02 of Regulation S-X (all of such
financial statements, collectively, the "Standard Statements"); provided,
however, with respect to any Property that has been acquired by Borrower from an
unaffiliated third party (an "Acquired Property") and as to which the other
conditions set forth in Section 210.3-14 of Regulation S-X for the provision of
financial statements in accordance with such Section have been met (other than
any Property that is a hotel, nursing home or other property that would be
deemed to constitute a business and not real estate under Regulation S-X and as
to which the other conditions set forth in Section 210.3-05 of Regulation S-X
for provision of financial statements in accordance with such Section have been
met ( a "Business Property")), in lieu of the Standard Statements otherwise
required by this Section 9.1(c)(i), Borrower shall instead provide the financial
statements required by such Section 210.3-14 of Regulation S-X ; provided,
further, however, with respect to any Business Property which is an Acquired
Property, Borrower shall instead provide the financial statements required by
Section 210.3-05 (such Section 210.3-14 or Section 210.3-05 financial statements
referred to herein as ("Acquired Property Statements").

     (ii) Not later than 30 days after the end of each fiscal quarter following
the Closing Date, a balance sheet of the Property as of the end of such fiscal
quarter, meeting the requirements of Section 210.3-01 of Regulation S-X, and
statements of income and statements of cash flows of the Property for the period
commencing on the day following the last day of the most recent Fiscal Year and
ending on the date of such balance sheet and for the corresponding period of the
most recent Fiscal Year, meeting the requirements of Section 210.3-02 of
Regulation S-X (provided, that if for such corresponding period of the most
recent Fiscal Year Acquired Property Statements were permitted to be provided
hereunder pursuant to paragraph (i) above, Borrower shall instead provide
Acquired Property Statements for such corresponding period). If requested by
Lender, Borrower shall also provide "summarized financial information," as
defined in Section 210.1-02(bb) of Regulation S-X, with respect to such
quarterly financial statements.


                                      -61-
<PAGE>

     (iii) Not later than 60 days after the end of each Fiscal Year following
the Closing Date, a balance sheet of the Property as of the end of such Fiscal
Year, meeting the requirements of Section 210.3-01 of Regulation S-X, and
statements of income and statements of cash flows of the Property for such
Fiscal Year, meeting the requirements of Section 210.3-02 of Regulation S-X. If
requested by Lender, Borrower shall provide summarized financial information
with respect to such annual financial statements.

     (iv) Upon ten (10) Business Days after notice from Lender in connection
with the Securitization of this Loan, such additional financial statements, such
that, as of the date (each a "Disclosure Document Date") of each Disclosure
Document, Borrower shall have provided Lender with all financial statements as
described in paragraph (i) above; provided that the Fiscal Year and interim
periods for which such financial statements shall be provided shall be
determined as of such Disclosure Document Date.

     (v) In the event Lender determines, in connection with a Securitization,
that the financial statements required in order to comply with Regulation S-X or
Legal Requirements are other than as provided herein, then notwithstanding the
provisions of this Section, Lender may request, and Borrower shall promptly
provide, such combination of Acquired Property Statements and/or Standard
Statements as may be necessary for such compliance.

     (vi) Any other or additional financial statements, or financial,
statistical or operating information, as shall be required pursuant to
Regulation S-X or other Legal Requirements in connection with any Disclosure
Document or any filing under or pursuant to the Exchange Act in connection with
or relating to a Securitization (hereinafter an "Exchange Act Filing") or as
shall otherwise be reasonably requested by Lender to meet disclosure, rating
agency or marketing requirements.

All financial statements provided by Borrower pursuant to this Section 9.1(c)
shall be prepared in accordance with GAAP, and shall meet the requirements of
Regulation S-X and other applicable Legal Requirements. All financial statements
relating to a Fiscal Year shall be audited by the independent accountants in
accordance with generally accepted auditing standards, Regulation S-X and all
other applicable Legal Requirements, shall be accompanied by the manually
executed report of the independent accountants thereon, which report shall meet
the requirements of Regulation S-X and all other applicable Legal Requirements,
and shall be further accompanied by a manually executed written consent of the
independent accountants, in form and substance acceptable to Lender, to the
inclusion of such financial statements in any Disclosure Document and any
Exchange Act Filing and to the use of the name of such independent accountants
and the reference to such independent accountants as "experts" in any Disclosure
Document and Exchange Act Filing, all of which shall be provided at the same
time as the related financial statements are required to be provided. All other
financial statements shall be certified by the chief financial officer of
Borrower, which certification shall state that such financial statements meet
the requirements set forth in the first sentence of this paragraph.

     Section 9.2 Securitization Indemnification.

     (a) Borrower understands that information provided to Lender by Borrower
and its agents, counsel and representatives may be included in disclosure
documents in connection with the Securitization, including, without limitation,


                                      -62-
<PAGE>

an offering circular, a prospectus, prospectus supplement, private placement
memorandum or other offering document (each, an "Disclosure Document") and may
also be included in filings with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), or the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and may be
made available to investors or prospective investors in the Securities, the
Rating Agencies, and service providers relating to the Securitization.

     (b) Borrower shall provide in connection with each of (i) a preliminary and
a final private placement memorandum or (ii) a preliminary and final prospectus
or prospectus supplement, as applicable, an agreement (A) certifying that
Borrower has examined such Disclosure Documents specified by Lender and that
each such Disclosure Document, as it relates to Borrower, Borrower Affiliates,
the Property and Manager, does not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
made, in the light of the circumstances under which they were made, not
misleading, (B) indemnifying Lender (and for purposes of this Section 9.2,
Lender hereunder shall include its officers and directors), the Affiliate of
Morgan Stanley Dean Witter & Co. ("Morgan Stanley") that has filed the
registration statement relating to the Securitization (the "Registration
Statement"), each of its directors, each of its officers who have signed the
Registration Statement and each Person that controls the Affiliate within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
(collectively, the "Morgan Stanley Group") , and Morgan Stanley, and any other
placement agent or underwriter with respect to the Securitization, each of their
respective directors and each Person who controls Morgan Stanley or any other
placement agent or underwriter within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act (collectively, the
"Underwriter Group") for any losses, claims, damages or liabilities
(collectively, the "Liabilities") to which Lender, the Morgan Stanley Group or
the Underwriter Group may become subject insofar as the Liabilities arise out of
or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the sections of such Disclosure Documents required to
be reviewed by Borrower or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated in the
sections of such Disclosure Documents required to be reviewed by Borrower or
necessary in order to make the statements in such sections, in light of the
circumstances under which they were made, not misleading and (C) agreeing to
reimburse Lender, the Morgan Stanley Group and/or the Underwriter Group for any
legal or other expenses reasonably incurred by Lender, the Morgan Stanley Group
and the Underwriter Group in connection with investigating or defending the
Liabilities; provided, however, that Borrower will be liable in any such case
under clauses (B) or (C) above only to the extent that any such loss claim,
damage or liability arises out of or is based upon any such untrue statement or
omission made therein in reliance upon and in conformity with information
furnished to Lender by or on behalf of Borrower in connection with the
preparation of the Disclosure Document or in connection with the underwriting or
closing of the Loan, including, without limitation, financial statements of
Borrower, operating statements and rent rolls with respect to the Property. This
indemnity agreement will be in addition to any liability which Borrower may
otherwise have.

     (c) In connection with Exchange Act Filings, Borrower shall (i) indemnify
Lender, the Morgan Stanley Group and the Underwriter Group for Liabilities to
which Lender, the Morgan Stanley Group or the Underwriter Group may become
subject insofar as the Liabilities arise out of or are based upon the omission


                                      -63-
<PAGE>

or alleged omission to state in any materials provided to Lender by or on behalf
of Borrower a material fact required to be stated in the Disclosure Document in
order to make the statements in the Disclosure Document, in light of the
circumstances under which they were made, not misleading and (ii) reimburse
Lender, the Morgan Stanley Group or the Underwriter Group for any legal or other
expenses reasonably incurred by Lender, the Morgan Stanley Group or the
Underwriter Group in connection with defending or investigating the Liabilities.

     (d) Promptly after receipt by an indemnified party under this Section 9.2
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 9.2, notify the indemnifying party in writing of the commencement
thereof, but the omission to so notify the indemnifying party will not relieve
the indemnifying party from any liability which the indemnifying party may have
to any indemnified party hereunder except to the extent that failure to notify
causes prejudice to the indemnifying party. In the event that any action is
brought against any indemnified party, and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled, jointly with
any other indemnifying party, to participate therein and, to the extent that it
(or they) may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof with counsel satisfactory to such indemnified party.
After notice from the indemnifying party to such indemnified party under this
Section 9.2, such indemnified party shall pay for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the 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 the
indemnifying party, the indemnified party or parties 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 at
the cost of the indemnifying party. The indemnifying party shall not be liable
for the expenses of more than one separate counsel unless an indemnified party
shall have reasonably concluded that there may be legal defenses available to it
that are different from or additional to those available to another indemnified
party.

     (e) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 9.2(b) or
(c) is for any reason held to be unenforceable as to an indemnified party in
respect of any losses, claims, damages or liabilities (or action in respect
thereof) referred to therein which would otherwise be indemnifiable under
Section 9.2(b) or (c), the indemnifying party shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages or liabilities (or action in respect thereof); provided, however, that
no Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. In determining the
amount of contribution to which the respective parties are entitled, the
following factors shall be considered: (i) Morgan Stanley's and Borrower's
relative knowledge and access to information concerning the matter with respect
to which the claim was asserted; (ii) the opportunity to correct and prevent any
statement or omission; and (iii) any other equitable considerations appropriate
in the circumstances. Lender and Borrower hereby agree that it would not be
equitable if the amount of such contribution were determined by pro rata or per
capita allocation.


                                      -64-
<PAGE>

     (f) The liabilities and obligations of both Borrower and Lender under this
Section 9.2 shall survive the termination of this Agreement and the satisfaction
and discharge of the Debt.

     X. DEFAULTS

     Section 10.1 Event of Default.

     (a) Each of the following events shall constitute an event of default
hereunder (an "Event of Default"):

     (i) if (A) any monthly installment of principal and/or interest due under
the Note or the payment due on the Maturity Date is not paid when due or (B) any
other portion of the Debt is not paid when due and such non-payment continues
for five (5) days following notice to Borrower that the same is due and payable;

     (ii) if any of the Taxes or Other Charges are not paid when due;

     (iii) if the Policies are not kept in full force and effect;

     (iv) if Borrower breaches or permits or suffers a breach of Article 6 of
the Mortgage;

     (v) if any representation or warranty made by Borrower herein or in any
other Loan Document, or in any report, certificate, financial statement or other
instrument, agreement or document furnished to Lender shall have been false or
misleading in any material respect as of the date the representation or warranty
was made;

     (vi) if Borrower, any SPC Party or Guarantor shall make an assignment for
the benefit of creditors;

     (vii) if a receiver, liquidator or trustee shall be appointed for Borrower,
any SPC Party or Guarantor or if Borrower, any SPC Party or Guarantor shall be
adjudicated a bankrupt or insolvent, or if any petition for bankruptcy,
reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, shall be filed by or against, consented to, or acquiesced
in by, Borrower, any SPC Party or Guarantor, or if any proceeding for the
dissolution or liquidation of Borrower, any SPC Party or Guarantor shall be
instituted; provided, however, if such appointment, adjudication, petition or
proceeding was involuntary and not consented to by Borrower, and SPC Party or
Guarantor, upon the same not being discharged, stayed or dismissed within thirty
(30) days;

     (viii) if Borrower attempts to assign its rights under this Agreement or
any of the other Loan Documents or any interest herein or therein in
contravention of the Loan Documents;


                                      -65-
<PAGE>

     (ix) if any of the assumptions contained in the Insolvency Opinion, or in
any other non-consolidation opinion delivered to Lender in connection with the
Loan, or in any other non-consolidation delivered subsequent to the closing of
the Loan, is or shall become untrue in any material respect;

     (x) if Borrower breaches any representation, warranty or covenant contained
in Section 3.1.24 hereof;

     (xi) if Borrower fails to comply with the covenants as to Prescribed Laws
set forth in Section 4.1.1;

     (xii) if Borrower breaches any of the negative covenants contained in
Sections 4.2.12 or 4.2.13 hereof or acts or neglects to act in such a manner as
to be considered a default under the Operating Agreements;

     (xiii) if Guarantor breaches in any material respect any covenant, warranty
or representation contained in the Guaranty;

     (xiv) if Borrower shall continue to be in Default under any of the other
terms, covenants or conditions of this Agreement not specified in subsections
(i) to (xiii) above, for ten (10) days after notice to Borrower from Lender, in
the case of any Default which can be cured by the payment of a sum of money, or
for thirty (30) days after notice from Lender in the case of any other Default;
provided, however, that if such non-monetary Default is susceptible of cure but
cannot reasonably be cured within such 30-day period and provided further that
Borrower shall have commenced to cure such Default within such 30-day period and
thereafter diligently and expeditiously proceeds to cure the same, such 30-day
period shall be extended for such time as is reasonably necessary for Borrower
in the exercise of due diligence to cure such Default, such additional period
not to exceed sixty (60) days plus time permitted for Excusable Delays; or

     (xv) if there shall be default under any of the other Loan Documents beyond
any applicable cure periods contained in such Loan Documents, whether as to
Borrower or the Property, or if any other such event shall occur or condition
shall exist, if the effect of such event or condition is to accelerate the
maturity of any portion of the Debt or to permit Lender to accelerate the
maturity of all or any portion of the Debt.

     (b) Upon the occurrence of an Event of Default (other than an Event of
Default described in clauses (vi), (vii) or (viii) above) and at any time
thereafter Lender may, in addition to any other rights or remedies available to
it pursuant to this Agreement and the other Loan Documents or at law or in
equity, take such action, without notice or demand, that Lender deems advisable
to protect and enforce its rights against Borrower and in and to the Property,
including, without limitation, declaring the Debt to be immediately due and
payable, and Lender may enforce or avail itself of any or all rights or remedies
provided in the Loan Documents against Borrower and the Property, including,
without limitation, all rights or remedies available at law or in equity; and
upon any Event of Default described in clauses (vi), (vii) or (viii) above, the
Debt and all other obligations of Borrower hereunder and under the other Loan
Documents shall immediately and automatically become due and payable, without
notice or demand, and Borrower hereby expressly waives any such notice or
demand, anything contained herein or in any other Loan Document to the contrary
notwithstanding.


                                      -66-
<PAGE>

     Section 10.2 Remedies.

     (a) Upon the occurrence of an Event of Default, all or any one or more of
the rights, powers, privileges and other remedies available to Lender against
Borrower under this Agreement or any of the other Loan Documents executed and
delivered by, or applicable to, Borrower or at law or in equity may be exercised
by Lender at any time and from time to time, whether or not all or any of the
Debt shall be declared due and payable, and whether or not Lender shall have
commenced any foreclosure proceeding or other action for the enforcement of its
rights and remedies under any of the Loan Documents with respect to the
Property. Any such actions taken by Lender shall be cumulative and concurrent
and may be pursued independently, singly, successively, together or otherwise,
at such time and in such order as Lender may determine in its sole discretion,
to the fullest extent permitted by law, without impairing or otherwise affecting
the other rights and remedies of Lender permitted by law, equity or contract or
as set forth herein or in the other Loan Documents. Without limiting the
generality of the foregoing, if an Event of Default is continuing (i) Lender is
not subject to any "one action" or "election of remedies" law or rule, and (ii)
all liens and other rights, remedies or privileges provided to Lender shall
remain in full force and effect until Lender has exhausted all of its remedies
against the Property and the Mortgage has been foreclosed, sold and/or otherwise
realized upon in satisfaction of the Debt or the Debt has been paid in full.

     (b) To the extent permitted by applicable law, Lender shall have the right
from time to time to partially foreclose the Mortgage in any manner and for any
amounts secured by the Mortgage then due and payable as determined by Lender in
its sole discretion including, without limitation, the following circumstances:
(i) in the event Borrower defaults beyond any applicable grace period in the
payment of one or more scheduled payments of principal and interest, Lender may
foreclose the Mortgage to recover such delinquent payments, or (ii) in the event
Lender elects to accelerate less than the entire outstanding principal balance
of the Loan, Lender may foreclose the Mortgage to recover so much of the
principal balance of the Loan as Lender may accelerate and such other sums
secured by the Mortgage as Lender may elect. Notwithstanding one or more partial
foreclosures, the Property shall remain subject to the Mortgage to secure
payment of sums secured by the Mortgage and not previously recovered.

     (c) Lender shall have the right from time to time to sever the Note and the
other Loan Documents into one or more separate notes, mortgages and other
security documents (the "Severed Loan Documents") in such denominations as
Lender shall determine in its sole discretion for purposes of evidencing and
enforcing its rights and remedies provided hereunder. Borrower shall execute and
deliver to Lender from time to time, promptly after the request of Lender, a
severance agreement and such other documents as Lender shall request in order to
effect the severance described in the preceding sentence, all in form and
substance reasonably satisfactory to Lender. Borrower hereby absolutely and
irrevocably appoints Lender as its true and lawful attorney, coupled with an
interest, in its name and stead to make and execute all documents necessary or
desirable to effect the aforesaid severance, Borrower ratifying all that its
said attorney shall do by virtue thereof; provided, however, Lender shall not
make or execute any such documents under such power until three (3) days after
notice has been given to Borrower by Lender of Lender's intent to exercise its


                                      -67-
<PAGE>

rights under such power. Except as may be required in connection with a
Securitization pursuant to Section 9.1 hereof, (i) Borrower shall not be
obligated to pay any costs or expenses incurred in connection with the
preparation, execution, recording or filing of the Severed Loan Documents, and
(ii) the Severed Loan Documents shall not contain any representations,
warranties or covenants not contained in the Loan Documents and any such
representations and warranties contained in the Severed Loan Documents will be
given by Borrower only as of the Closing Date.

     (d) Any amounts recovered from the Property or any other collateral for the
Loan after an Event of Default may be applied by Lender toward the payment of
any interest and/or principal of the Loan and/or any other amounts due under the
Loan Documents in such order, priority and proportions as Lender in its sole
discretion shall determine.

     Section 10.3 Right to Cure Defaults.

     Lender may, but without any obligation to do so and without notice to or
demand on Borrower and without releasing Borrower from any obligation hereunder
or being deemed to have cured any Event of Default hereunder, make, do or
perform any obligation of Borrower hereunder in such manner and to such extent
as Lender may deem necessary. Lender is authorized to enter upon the Property
for such purposes, or appear in, defend, or bring any action or proceeding to
protect its interest in the Property for such purposes, and the cost and expense
thereof (including reasonable attorneys' fees to the extent permitted by law),
with interest as provided in this Section 10.3, 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 action or
proceeding shall bear interest at the Default Rate, for the period after such
cost or expense was incurred into 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 the liens, claims and security interests provided to Lender under the Loan
Documents and shall be immediately due and payable upon demand by Lender
therefor.

     Section 10.4 Remedies Cumulative.

     The rights, powers and remedies of Lender under this Agreement shall be
cumulative and not exclusive of any other right, power or remedy which Lender
may have against Borrower pursuant to this Agreement or the other Loan
Documents, or existing at law or in equity or otherwise. Lender's rights, powers
and remedies may be pursued singly, concurrently or otherwise, at such time and
in such order as Lender may determine in Lender's sole discretion. No delay or
omission to exercise any remedy, right or power accruing upon an Event of
Default shall impair any such remedy, right or power or shall be construed as a
waiver thereof, but any such remedy, right or power may be exercised from time
to time and as often as may be deemed expedient. A waiver of one Default or
Event of Default with respect to Borrower shall not be construed to be a waiver
of any subsequent Default or Event of Default by Borrower or to impair any
remedy, right or power consequent thereon.

     XI. MISCELLANEOUS


                                      -68-
<PAGE>

     Section 11.1 Successors and Assigns.

     All covenants, promises and agreements in this Agreement, by or on behalf
of Borrower, shall inure to the benefit of the legal representatives, successors
and assigns of Lender.

     Section 11.2 Lender's Discretion.

     Whenever pursuant to this Agreement Lender exercises any right given to it
to approve or disapprove, or any arrangement or term is to be satisfactory to
Lender, the decision of Lender to approve or disapprove or to decide whether
arrangements or terms are satisfactory or not satisfactory shall (except as is
otherwise specifically herein provided) be in the sole discretion of Lender and
shall be final and conclusive. Prior to a Securitization, whenever pursuant to
this Agreement the Rating Agencies are given any right to approve or disapprove,
or any arrangement or term is to be satisfactory to the Rating Agencies, the
decision of Lender to approve or disapprove or to decide whether arrangements or
terms are satisfactory or not satisfactory, based upon Lender's determination of
Rating Agency criteria, shall be substituted therefore.

     Section 11.3 Governing Law.

     (A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS
MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO 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 AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER 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 THE PROVISIONS FOR THE CREATION, PERFECTION,
AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND
PURSUANT TO THE OTHER LOAN DOCUMENTS (OTHER THAN WITH RESPECT TO LIENS AND
SECURITY INTERESTS IN PROPERTY WHOSE PERFECTION AND PRIORITY IS COVERED BY
ARTICLE 9 OF THE UCC (INCLUDING, WITHOUT LIMITATION, THE ACCOUNTS) WHICH SHALL
BE GOVERNED BY THE LAW OF THE JURISDICTION APPLICABLE THERETO IN ACCORDANCE WITH
SECTIONS 9-301 THROUGH 9-307 OF THE UCC AS IN EFFECT IN THE STATE OF NEW YORK)
SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH
THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT
PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL


                                      -69-
<PAGE>

GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND
ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT
PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT,
THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE
OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW EXCEPT AS SPECIFICALLY SET FORTH ABOVE.

     (B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING
OUT OF OR RELATING TO THIS AGREEMENT 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
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.


                                      -70-
<PAGE>

     Section 11.4 Modification, Waiver in Writing.

     No modification, amendment, extension, discharge, termination or waiver of
any provision of this Agreement or of any other Loan Document, nor consent to
any departure by Borrower therefrom, shall in any event be effective unless the
same shall be in a writing signed by the party against whom enforcement is
sought, and then such waiver or consent shall be effective only in the specific
instance, and for the purpose, for which given. Except as otherwise expressly
provided herein, no notice to, or demand on Borrower, shall entitle Borrower to
any other or future notice or demand in the same, similar or other
circumstances.

     Section 11.5 Delay Not a Waiver.

     Neither any failure nor any delay on the part of Lender in insisting upon
strict performance of any term, condition, covenant or agreement, or exercising
any right, power, remedy or privilege hereunder, or under any other Loan
Document, shall operate as or constitute a waiver thereof, nor shall a single or
partial exercise thereof preclude any other future exercise, or the exercise of
any other right, power, remedy or privilege. In particular, and not by way of
limitation, by accepting payment after the due date of any amount payable under
this Agreement or any other Loan Document, Lender shall not be deemed to have
waived any right either to require prompt payment when due of all other amounts
due under this Agreement or the other Loan Documents, or to declare a default
for failure to effect prompt payment of any such other amount. Lender shall have
the right to waive or reduce any time periods that Lender is entitled to under
the Loan Documents in its sole and absolute discretion.

     Section 11.6 Notices.

     All notices, demands, requests, consents, approvals or other communications
(any of the foregoing, a "Notice") required, permitted, or desired to be given
hereunder shall be in writing sent by telefax (with answer back acknowledged) or
by registered or certified mail, postage prepaid, return receipt requested, or
delivered by hand or reputable overnight courier addressed to the party to be so
notified at its address hereinafter set forth, or to such other address as such
party may hereafter specify in accordance with the provisions of this Section
11.6. Any Notice shall be deemed to have been received: (a) three (3) days after
the date such Notice is mailed, (b) on the date of sending by telefax if sent
during business hours on a Business Day (otherwise on the next Business Day),
(c) on the date of delivery by hand if delivered during business hours on a
Business Day (otherwise on the next Business Day), and (d) on the next Business
Day if sent by an overnight commercial courier, in each case addressed to the
parties as follows::

     If to Lender:      Morgan Stanley Credit Corporation
                        2500 Lake Cook Road
                        Riverwoods, Illinois 60015
                        Attention: James Flaum and Kevin Swartz
                        Facsimile No. (212) 762-9494


                                      -71-
<PAGE>

     with a copy to:    Cadwalader, Wickersham & Taft LLP
                        One World Financial Center
                        New York, New York 10281
                        Attention: John M. Zizzo, Esq.
                        Facsimile No. (212) 504-6666

     If to Borrower:    WTC Glimcher, LLC
                        c/o Glimcher Properties Limited Partnership
                        150 East Gay Street, 24th Floor
                        Columbus, Ohio 43215
                        Attention: George A. Schmidt, Executive Vice President
                        Facsimile No. (614) 621-8863

     with a copy to:    Frost Brown Todd LLC
                        10 West Broad Street, Suite 2300
                        Columbus, Ohio 43215
                        Attention: John I. Cadwallader, Esq.
                        Facsimile No. (614) 464-1737

     Section 11.7 Trial by Jury.

     BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO
THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE
LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY
EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD
OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

     Section 11.8 Headings.

     The Article and/or Section headings and the Table of Contents in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.

     Section 11.9 Severability.

     Wherever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


                                      -72-
<PAGE>

     Section 11.10 Preferences.

     Lender shall have the continuing and exclusive right to apply or reverse
and reapply any and all payments by Borrower to any portion of the obligations
of Borrower hereunder. To the extent Borrower makes a payment or payments to
Lender, which payment or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to
be repaid to a trustee, receiver or any other party under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such
payment or proceeds received, the obligations hereunder or part thereof intended
to be satisfied shall be revived and continue in full force and effect, as if
such payment or proceeds had not been received by Lender.

     Section 11.11 Waiver of Notice.

     Borrower shall not be entitled to any notices of any nature whatsoever from
Lender except with respect to matters for which this Agreement or the other Loan
Documents specifically and expressly provide for the giving of notice by Lender
to Borrower and except with respect to matters for which Borrower is not,
pursuant to applicable Legal Requirements, permitted to waive the giving of
notice. Borrower hereby expressly waives the right to receive any notice from
Lender with respect to any matter for which this Agreement or the other Loan
Documents do not specifically and expressly provide for the giving of notice by
Lender to Borrower.

     Section 11.12 Remedies of Borrower.

     In the event that a claim or adjudication is made that Lender or its agents
have acted unreasonably or unreasonably delayed acting in any case where, by law
or under this Agreement or the other Loan Documents, Lender or such agent, as
the case may be, has an obligation to act reasonably or promptly, neither Lender
nor its agents shall be liable for any monetary damages, and Borrower's sole
remedy shall be limited to commencing an action seeking injunctive relief or
declaratory judgment. Any action or proceeding to determine whether Lender has
acted reasonably shall be determined by an action seeking declaratory judgment.

     Section 11.13 Expenses; Indemnity.

     (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon
receipt of notice from Lender, for all reasonable costs and expenses (including
reasonable attorneys' fees and disbursements) incurred by Lender in connection
with (i) Borrower's ongoing performance of and compliance with Borrower's
agreements and covenants contained in this Agreement and the other Loan
Documents on its part to be performed or complied with after the Closing Date,
including, without limitation, confirming compliance with environmental and
insurance requirements; (ii) after an Event of Default, Lender's ongoing
performance of and compliance with all agreements and covenants contained in
this Agreement and the other Loan Documents on its part to be performed or
complied with after the Closing Date; (iii) the negotiation, preparation,
execution, delivery and administration of any consents, amendments, waivers or
other modifications to this Agreement and the other Loan Documents and any other


                                      -73-
<PAGE>

documents or matters requested by Borrower; (iv) the filing and recording fees
and expenses, title insurance and reasonable fees and expenses of counsel for
providing to Lender all required legal opinions, and other similar expenses
incurred, in creating and perfecting the Liens in favor of Lender pursuant to
this Agreement and the other Loan Documents; (v) enforcing or preserving any
rights, in response to third party claims or the prosecuting or defending of any
action or proceeding or other litigation, in each case against, under or
affecting Borrower, this Agreement, the other Loan Documents, the Property, or
any other security given for the Loan; and (vi) enforcing any obligations of or
collecting any payments due from Borrower under this Agreement, the other Loan
Documents or with respect to the Property or in connection with any refinancing
or restructuring of the credit arrangements provided under this Agreement in the
nature of a "work-out" or of any insolvency or bankruptcy proceedings; provided,
however, that Borrower shall not be liable for the payment of any such costs and
expenses to the extent the same arise in connection with any Securitization or
by reason of the gross negligence, illegal acts, fraud or willful misconduct of
Lender. Any costs due and payable to Lender may be paid to Lender pursuant to
the Cash Management Agreement.

     (b) Borrower shall indemnify, defend and hold harmless Lender and its
officers, directors, agents, employees (and the successors and assigns of the
foregoing) (the "Lender Indemnitees") from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims,
costs, expenses and disbursements of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for the
Lender Indemnitees in connection with any investigative, administrative or
judicial proceeding commenced or threatened, whether or not the Lender
Indemnitees shall be designated a party thereto), that may be imposed on,
incurred by, or asserted against the Lender Indemnitees in any manner relating
to or arising out of (i) any breach by Borrower of its obligations under, or any
material misrepresentation by Borrower contained in, this Agreement or the other
Loan Documents, or (ii) the use or intended use of the proceeds of the Loan
(collectively, the "Indemnified Liabilities"); provided, however, that Borrower
shall not have any obligation to the Lender Indemnitees hereunder to the extent
that such Indemnified Liabilities arise from the gross negligence, illegal acts,
fraud or willful misconduct of the Lender Indemnitees. To the extent that the
undertaking to indemnify, defend and hold harmless set forth in the preceding
sentence may be unenforceable because it violates any law or public policy,
Borrower shall pay the maximum portion that it is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by the Lender Indemnitees.

     Section 11.14 Schedules Incorporated.

     The Schedules annexed hereto are hereby incorporated herein as a part of
this Agreement with the same effect as if set forth in the body hereof.

     Section 11.15 Offsets, Counterclaims and Defenses.

     Any assignee of Lender's interest in and to this Agreement and the other
Loan Documents shall take the same free and clear of all offsets, counterclaims
or defenses which are unrelated to such documents which Borrower may otherwise
have against any assignor of such documents, and no such unrelated counterclaim
or defense shall be interposed or asserted by Borrower in any action or


                                      -74-
<PAGE>

proceeding brought by any such assignee upon such documents and any such right
to interpose or assert any such unrelated offset, counterclaim or defense in any
such action or proceeding is hereby expressly waived by Borrower.

     Section 11.16 No Joint Venture or Partnership; No Third Party
Beneficiaries.

     (a) Borrower and Lender intend that the relationships created hereunder and
under the other Loan Documents be solely that of borrower and lender. Nothing
herein or therein is intended to create a joint venture, partnership,
tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor
to grant Lender any interest in the Property other than that of mortgagee,
beneficiary or lender.

     (b) This Agreement and the other Loan Documents are solely for the benefit
of Lender and Borrower and nothing contained in this Agreement or the other Loan
Documents shall be deemed to confer upon anyone other than Lender and Borrower
any right to insist upon or to enforce the performance or observance of any of
the obligations contained herein or therein. All conditions to the obligations
of Lender to make the Loan hereunder are imposed solely and exclusively for the
benefit of Lender and no other Person shall have standing to require
satisfaction of such conditions in accordance with their terms or be entitled to
assume that Lender will refuse to make the Loan in the absence of strict
compliance with any or all thereof and no other Person shall under any
circumstances be deemed to be a beneficiary of such conditions, any or all of
which may be freely waived in whole or in part by Lender if, in Lender's sole
discretion, Lender deems it advisable or desirable to do so.

     Section 11.17 Publicity.

     All news releases, publicity or advertising by Borrower or its Affiliates
through any media intended to reach the general public which refers to the Loan
Documents or the financing evidenced by the Loan Documents, to Lender, Morgan
Stanley Dean Witter Mortgage Capital Inc., or any of their Affiliates shall be
subject to the prior approval of Lender.

     Section 11.18 Waiver of Marshalling of Assets.

     To the fullest extent permitted by law, Borrower, for itself and its
successors and assigns, waives all rights to a marshalling of the assets of
Borrower, Borrower's partners and others with interests in Borrower, and of the
Property, and shall not assert any right under any laws pertaining to the
marshalling of assets, the sale in inverse order of alienation, homestead
exemption, the administration of estates of decedents, or any other matters
whatsoever to defeat, reduce or affect the right of Lender under the Loan
Documents to a sale of the Property for the collection of the Debt without any
prior or different resort for collection or of the right of Lender to the
payment of the Debt out of the net proceeds of the Property in preference to
every other claimant whatsoever.


                                      -75-
<PAGE>

     Section 11.19 Waiver of Offsets/Defenses/Counterclaims.

     Borrower hereby waives the right to assert a counterclaim, other than a
compulsory counterclaim, in any action or proceeding brought against it by
Lender or its agents or otherwise to offset any obligations to make the payments
required by the Loan Documents.

     Section 11.20 Conflict; Construction of Documents; Reliance.

     In the event of any conflict between the provisions of this Agreement and
any of the other Loan Documents, the provisions of this Agreement shall control.
The parties hereto acknowledge that they were represented by competent counsel
in connection with the negotiation, drafting and execution of the Loan Documents
and that such Loan Documents shall not be subject to the principle of construing
their meaning against the party which drafted same. Borrower acknowledges that,
with respect to the Loan, Borrower shall rely solely on its own judgment and
advisors in entering into the Loan without relying in any manner on any
statements, representations or recommendations of Lender or any parent,
subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation
whatsoever in the exercise of any rights or remedies available to it under any
of the Loan Documents or any other agreements or instruments which govern the
Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of
Lender of any equity interest any of them may acquire in Borrower, and Borrower
hereby irrevocably waives the right to raise any defense or take any action on
the basis of the foregoing with respect to Lender's exercise of any such rights
or remedies. Borrower acknowledges that Lender engages in the business of real
estate financings and other real estate transactions and investments which may
be viewed as adverse to or competitive with the business of Borrower or its
Affiliates.

     Section 11.21 Brokers and Financial Advisors.

     Borrower hereby represents that it has dealt with no financial advisors,
brokers, underwriters, placement agents, agents or finders in connection with
the transactions contemplated by this Agreement other than Lender. Borrower
shall indemnify, defend and hold Lender harmless from and against any and all
claims, liabilities, costs and expenses of any kind (including Lender's
attorneys' fees and expenses) in any way relating to or arising from a claim by
any Person that such Person acted on behalf of Borrower or Lender in connection
with the transactions contemplated herein. The provisions of this Section 11.21
shall survive the expiration and termination of this Agreement and the payment
of the Debt.

     Section 11.22 Exculpation.

     Subject to the qualifications below, Lender shall not enforce the liability
and obligation of Borrower to perform and observe the obligations contained in
the Note, this Agreement, the Mortgage or the other Loan Documents by any action
or proceeding wherein a money judgment shall be sought against Borrower, except
that Lender may bring a foreclosure action, an action for specific performance
or any other appropriate action or proceeding to enable Lender to enforce and
realize upon its interest under the Note, this Agreement, the Mortgage and the
other Loan Documents, or in the Property, the Rents, or any other collateral
given to Lender pursuant to the Loan Documents; provided, however, that, except
as specifically provided herein, any judgment in any such action or proceeding


                                      -76-
<PAGE>

shall be enforceable against Borrower only to the extent of Borrower's interest
in the Property, in the Rents and in any other collateral given to Lender, and
Lender, by accepting the Note, this Agreement, the Mortgage and the other Loan
Documents, shall not sue for, seek or demand any deficiency judgment against
Borrower in any such action or proceeding under or by reason of or under or in
connection with the Note, this Agreement, the Mortgage or the other Loan
Documents. The provisions of this Section shall not, however, (a) constitute a
waiver, release or impairment of any obligation evidenced or secured by any of
the Loan Documents; (b) impair the right of Lender to name Borrower as a party
defendant in any action or suit for foreclosure and sale under the Mortgage; (c)
affect the validity or enforceability of any guaranty made in connection with
the Loan or any of the rights and remedies of Lender thereunder; (d) impair the
right of Lender to obtain the appointment of a receiver; (e) impair the
enforcement of the Assignment of Leases; (f) constitute a prohibition against
Lender to seek a deficiency judgment against Borrower in order to fully realize
on any security given by Borrower in connection with the Loan or to commence any
other appropriate action or proceeding in order for Lender to exercise its
remedies against such security; or (g) constitute a waiver of the right of
Lender to enforce the liability and obligation of Borrower, by money judgment or
otherwise, to the extent of any loss, damage, cost, expense, liability, claim or
other obligation incurred by Lender (including attorneys' fees and costs
reasonably incurred) arising out of or in connection with the following:

          (i) fraud or intentional misrepresentation by Borrower or any
     guarantor in connection with the Loan;

          (ii) the willful misconduct of Borrower or any guarantor in connection
     with the Loan;

          (iii) the breach of any representation, warranty, covenant or
     indemnification provision in the Environmental Indemnity or in the Mortgage
     concerning environmental laws, hazardous substances and asbestos and any
     indemnification of Lender with respect thereto in either document;

          (iv) the wrongful removal or destruction of any portion of the
     Property after an Event of Default that adversely affects the value of the
     Property;

          (v) the misapplication or conversion by Borrower of (A) any insurance
     proceeds paid by reason of any loss, damage or destruction to the Property,
     (B) any awards or other amounts received in connection with the
     condemnation of all or a portion of the Property, or (C) any Rents
     following an Event of Default;

          (vi) failure to pay charges for labor or materials or other charges
     that can create Liens on any portion of the Property;

          (vii) any security deposits, advance deposits or any other deposits
     collected with respect to the Property which are not delivered to Lender
     upon a foreclosure of the Property or action in lieu thereof, except to the
     extent any such security deposits were applied in accordance with the terms
     and conditions of any of the Leases;


                                      -77-
<PAGE>

          (viii) Borrower's indemnifications of Lender set forth in Section 9.2
     hereof;

          (ix) the first full monthly payment of principal and interest under
     the Note is not paid when due; or

          (x) failure of Borrower to (A) permit on-site inspections of the
     Property, (B) provide financial information, (C) maintain its status as a
     single purpose entity or (D) appoint a new property manager upon the
     request of Lender after an Event of Default, each as required by, and in
     accordance with the terms and provisions of, this Agreement and the
     Mortgage.

     Notwithstanding anything to the contrary in this Agreement, the Note or any
of the Loan Documents, (A) Lender shall not be deemed to have waived any right
which Lender may have under Section 506(a), 506(b), 1111(b) or any other
provisions of the U.S. Bankruptcy Code to file a claim for the full amount of
the Debt or to require that all collateral shall continue to secure all of the
Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt
shall be fully recourse to Borrower in the event that (i) Borrower fails to
obtain Lender's prior consent to any subordinate mortgage financing or other
voluntary Lien encumbering the Property in connection with such subordinate
mortgage financing; (ii) Borrower fails to obtain Lender's prior consent to any
assignment, transfer, or conveyance of the Property or any interest therein as
required by the Mortgage or this Agreement; (iii) Borrower files a voluntary
petition under the Bankruptcy code or any other Federal or state bankruptcy or
insolvency law; (iv) an Affiliate, officer, director, or representative which
controls, directly or indirectly, Borrower files, or joins in the filing of, an
involuntary petition against Borrower under the Bankruptcy Code or any other
Federal or state bankruptcy or insolvency law, or solicits or causes to be
solicited petitioning creditors for any involuntary petition against Borrower
from any Person; (v) Borrower files an answer consenting to or otherwise
acquiescing in or joining in any involuntary petition filed against it, by any
other Person under the Bankruptcy Code or any other Federal or state bankruptcy
or insolvency law, or solicits or causes to be solicited petitioning creditors
for any involuntary petition from any Person; (vi) any Affiliate, officer,
director, or representative which controls Borrower consents to or acquiesces in
or joins in an application for the appointment of a custodian, receiver,
trustee, or examiner for Borrower or any portion of the Property; or (vii)
Borrower makes an assignment for the benefit of creditors, or admits, in writing
or in any legal proceeding, its insolvency or inability to pay its debts as they
become due.

     Section 11.23 Prior Agreements.

     This Agreement and the other Loan Documents contain the entire agreement of
the parties hereto and thereto in respect of the transactions contemplated
hereby and thereby, and all prior agreements among or between such parties,
whether oral or written, including, without limitation, the term sheet dated
April 20, 2006 between Glimcher Realty Trust and Lender, are superseded by the
terms of this Agreement and the other Loan Documents.


                                      -78-
<PAGE>

     Section 11.24 Servicer.

     (a) At the option of Lender, the Loan may be serviced by a servicer (the
"Servicer") selected by Lender and Lender may delegate all or any portion of its
responsibilities under this Agreement and the other Loan Documents to the
Servicer pursuant to a servicing agreement (the "Servicing Agreement") between
Lender and Servicer. Borrower shall be responsible for any reasonable set-up
fees or any other initial costs relating to or arising under the Servicing
Agreement. In addition, Borrower shall be responsible for payment of the monthly
servicing fee due to the Servicer under the Servicing Agreement; provided that
Borrower shall only be responsible to pay for monthly servicing fees due to the
Servicer to the extent of one (1) basis point per annum based on the original
principal amount of the Loan. Servicer shall also be entitled to reimbursement
of costs and expenses as and to the same extent (but without duplication) as
Lender is entitled thereto under the applicable provisions of this Agreement and
the other Loan Documents. Upon Borrower's written request, Lender shall deliver
to Borrower a copy of the executed servicing agreement for the controlling trust
into which the Loan or any portion thereof is contributed; provided, however, in
no event shall Borrower have any right to negotiate or comment on any terms or
provisions of such servicing agreement.

     (b) Upon notice thereof from Lender, Servicer shall have the right to
exercise all rights of Lender and enforce all obligations of Borrower pursuant
to the provisions of this Agreement, the Note and the other Loan Documents.

     (c) Provided Borrower shall have been given notice of Servicer's address by
Lender, Borrower shall deliver to Servicer duplicate originals of all notices
and other instruments which Borrower may or shall be required to deliver to
Lender pursuant to this Agreement, the Note and the other Loan Documents (and no
deliver of such notices or other instruments by Borrower shall be of any force
or effect unless delivered to Lender and Servicer as provided above).

     Section 11.25 Joint and Several Liability.

     If more than one Person has executed this Agreement as "Borrower," the
representations, covenants, warranties and obligations of all such Persons
hereunder shall be joint and several.

     Section 11.26 Creation of Security Interest.

     Notwithstanding any other provision set forth in this Agreement, the Note,
the Mortgage or any of the other Loan Documents, Lender may at any time create a
security interest in all or any portion of its rights under this Agreement, the
Note, the Mortgage and any other Loan Document (including, without limitation,
the advances owing to it) in favor of any Federal Reserve Bank in accordance
with Regulation A of the Board of Governors of the Federal Reserve System.

     Section 11.27 Assignments and Participations.

     (a) The Lender may assign to one or more Persons all or a portion of its
rights and obligations under this Loan Agreement.


                                      -79-
<PAGE>

     (b) Upon such execution and delivery, from and after the effective date
specified in such Assignment and Acceptance, the assignee thereunder shall be a
party hereto and have the rights and obligations of Lender hereunder; provided,
however, that Borrower shall only be required to deal with one (1) Person with
respect to any consents, approvals or notices (including notices of any Default)
required from, or to, Lender pursuant to the Loan Documents (it being understood
that such Person may need to consult with other Persons that hold a portion of
Lender's rights and obligations under the Loan or with the Rating Agencies in
connection with any such consent, approval or notice).

     (c) Lender may sell participations to one or more Persons in or to all or a
portion of its rights and obligations under this Loan Agreement; provided,
however, that (i) Lender's obligations under this Loan Agreement shall remain
unchanged, (ii) Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (ii) Lender shall remain the
holder of any Note for all purposes of this Loan Agreement and (iv) Borrower
shall continue to deal solely and directly with Lender in connection with
Lender's rights and obligations under and in respect of this Loan Agreement and
the other Loan Documents.

     (d) Lender may, in connection with any assignment or participation or
proposed assignment or participation pursuant to this Section 11.27, disclose to
the assignee or participant or proposed assignee or participant, as the case may
be, any information relating to Borrower or any of its Affiliates or to any
aspect of the Loan that has been furnished to the Lender by or on behalf of the
Borrower or any of its Affiliates.

     Section 11.28 Set-Off.

     In addition to any rights and remedies of Lender provided by this Loan
Agreement and by law, the Lender shall have the right, without prior notice to
Borrower, any such notice being expressly waived by Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by Lender or any Affiliate thereof to or
for the credit or the account of Borrower. Lender agrees promptly to notify
Borrower after any such set-off and application made by Lender; provided that
the failure to give such notice shall not affect the validity of such set-off
and application.


                                      -80-
<PAGE>

     Section 11.29 Partial Release - Expansion (a) Provided no Event of Default
shall have occurred and remain uncured and provided Borrower desires to transfer
the Release Parcel, Borrower shall have the right from time to time prior to the
Maturity Date without being in violation of any other terms contained in this
Agreement, to obtain a release of the lien of the Mortgage (and related Loan
Documents) as to a Release Parcel and to modify the REA in connection with such
release (the "REA Amendment") upon satisfaction of only the following conditions
precedent:

          (i) Borrower shall provide Lender not less than thirty (30) days
     notice (or a shorter period of time if permitted by Lender in its sole
     discretion) specifying the date (the "Partial Release Date") on which the
     partial release is to occur; provided, however, that Borrower may postpone
     the Partial Release Date from time to time as long as the extended date is
     at least ten (10) Business Days after Notice of such extension;

          (ii) Lender shall have received an Officer's Certificate (A) as to the
     proposed use of the Release Parcel for the construction of a lifestyle
     center, its compatibility with the Property and its effects on the
     operation and use of the remainder of the Property and (B) indicating the
     Gross Revenue and Operating Expenses for the Property both immediately
     before and immediately after the proposed release after taking into account
     the proposed use of the Release Parcel and its effects on income and
     expense at the remainder of the Property (the "Remainder Parcel") after the
     conveyance of the Release Parcel, together with financial projections in
     support of such conclusions;

          (iii) Borrower shall deliver to Lender an opinion of counsel for
     Borrower that is standard in commercial lending transactions and subject
     only to customary qualifications, assumptions and exceptions opining that
     if a Securitization of any portion of the Loan has occurred, the REMIC
     Trust formed pursuant to such Securitization will not fail to maintain its
     status as a "real estate mortgage investment conduit" within the meaning of
     Section 860D of the Code as a result of the partial release pursuant to
     this Section 11.29;

          (iv) Borrower shall have delivered to Lender evidence that Borrower
     has complied with all requirements of and obtained all approvals required
     under any Leases and the Operating Agreements applicable to the release of
     the Release Parcel and that the partial release either (A) does not violate
     any of the provisions of the Leases and the Operating Agreements including,
     without limitation, provisions relating to the availability of parking at
     the Property, or (B) the applicable parties under the Leases and/or
     Operating Agreements have approved and/or waived the effect of the partial
     release; provided, however, that an Officer's Certificate to that effect
     shall be sufficient evidence of such compliance and obtaining of such
     approvals as to Leases which are not Major Leases;

          (v) Borrower shall have delivered to Lender (A) at Borrower's option,
     (x) an endorsement to the Title Insurance Policy, insuring the Lien of the
     Mortgage encumbering the Remainder Parcel insuring that the Remainder
     Parcel constitutes a separate tax lot or, if such an endorsement is not
     available in the state in which the Remainder Parcel is located, a letter
     from the title insurance company issuing such Title Insurance Policy


                                      -81-
<PAGE>

     stating that the Remainder Parcel constitutes a separate tax lot, or a
     letter from the appropriate taxing authority stating that the Remainder
     Parcel constitutes a separate tax lot; (y) an opinion of counsel (from
     counsel reasonably acceptable to Lender) or (z) a certificate of an
     architect, surveyor or engineer (reasonably acceptable to Lender and
     licensed to practice in the State) for each of (y) and (z) above,
     indicating that the Release Parcel has been properly subdivided from the
     Remainder Parcel pursuant to a subdivision in accordance with applicable
     Legal Requirements, (B) at Borrower's option; (x) an endorsement to the
     Title Insurance Policy or other deliveries all consistent with the
     requirements of Section 11.29(a)(v)(A)(x) above; (y) an opinion of counsel
     (from counsel reasonably acceptable to Lender) or (z) a certificate of an
     architect, surveyor or engineer (reasonably acceptable to Lender and
     licensed to practice in the State), for each of (y) and (z) above,
     indicating that the Remainder Parcel separately conforms to and is in
     material compliance with all applicable Legal Requirements for subdivision
     purposes, (C) an opinion of counsel (from counsel reasonably acceptable to
     Lender) or a certificate from an architect, surveyor or engineer licensed
     to practice in the State and reasonably acceptable to Lender to the effect
     that the Release Parcel is not required in order to provide access to a
     public street, and direct access or easements for utility services to and
     for the Remainder Parcel, (after giving effect to any easements therefor
     reserved over the Release Parcel for the benefit of the Remainder Parcel)
     and (D) an Officer's Certificate with supporting documentation indicating
     that either (y) sufficient parking remains on the Remainder Parcel to
     comply with all Leases on the Remainder Parcel and with all Operating
     Agreements or (z) reservations of parking (in favor of such Remainder
     Parcel) in the Release Parcel are sufficient (when added to parking
     otherwise available to the Remainder Parcel) to comply with all Leases on
     the Remainder Parcel and with all Operating Agreements;

          (vi) Borrower shall have delivered a copy of any REA Amendment to be
     executed on or prior to the Release Date which will provide for any of the
     reservations required by Section 11.29(a)(v) and which will otherwise
     conform to the other requirements of Section 11.29(a)(v) and may contain
     cross-easements for the benefit of the Release Parcel and the Remainder
     Parcel in respect of access, driveways, parking, utilities, drainage flows,
     storm and sanitary sewers, and other customary purposes. The REA Amendment
     will contain only those provisions which (x) are necessary or desirable to
     accommodate the proposed development described in this Section 11.29, (y)
     are consistent with Borrower's obligations under the Loan Documents and (z)
     would be acceptable to a prudent lender subordinating its mortgage to such
     an REA Amendment including the fact that such provisions will not be
     materially detrimental to the interests of such lender;

          (vii) Borrower shall have delivered a certificate from an architect or
     engineer (licensed to practice in the State and reasonably acceptable to
     Lender) to the effect that any improvements proposed to be built on the
     Release Parcel will not adversely affect the ability from a physical
     standpoint to operate and maintain the Remainder Parcel (after giving
     effect to any easements reserved or granted for the benefit of such
     Remainder Parcel or the Release Parcel) and will not result in a loss of
     any retail space on the Remainder Parcel;


                                      -82-
<PAGE>

          (viii) The Debt Service Coverage Ratio for the Loan, after taking into
     account the Substitute Parcel and any improvement which is proposed to be
     built on the Release Parcel and its effect on income and expenses at the
     Property, will not be less than the Debt Service Coverage Ratio for the
     Loan as of the date immediately preceding the release and Borrower shall
     deliver an Officer's Certificate certifying thereto and showing the
     calculations with respect thereto;

          (ix) INTENTIONALLY OMITTED;

          (x) Lender shall have received (A) an appraisal of the Remainder
     Parcel dated no more than sixty (60) days prior to the proposed Partial
     Release Date by an appraiser acceptable to the Lender, indicating an
     appraised value of the Remainder Parcel (taking into account the provisions
     of the REA Amendment), both before and after construction of improvements
     to be built on the Release Parcel, equal to or greater than the greater of
     (A) the value of the Property prior to the release or (B) one hundred
     percent (100%) of the outstanding principal balance of the Loan on the
     Partial Release Date;

          (xi) Borrower shall have delivered a metes and bounds description of
     the Release Parcel and a survey of the Release Parcel and the Remainder
     Parcel which would be standard in commercial lending transactions;

          (xii) Borrower shall have delivered to Lender on the Partial Release
     Date an endorsement to the policy or policies of title insurance insuring
     the Mortgage reflecting the release and (A) insuring Lender's interest in
     any easements created in connection with the Release, (B) extending the
     effective date of the policy or policies to the Partial Release Date, and
     (C) confirming no change in the priority of the Mortgage on the Remainder
     Parcel or in the amount of the insurance or the coverage under the policy
     or policies;

          (xiii) Borrower shall deliver to Lender an Officer's Certificate
     certifying that the requirements set forth in this Section 11.29 have been
     satisfied;

          (xiv) INTENTIONALLY OMITTED;

          (xv) INTENTIONALLY OMITTED;

          (xvi) Borrower shall pay all out-of-pocket costs and expenses of
     Lender incurred in connection with the partial release, including Lender's
     reasonably attorneys' fees and expenses; and

          (xvii) Only if necessary for Borrower to comply with the foregoing,
     Borrower shall have the right to provide a Substitute Parcel as immaterial
     additional collateral for the Loan and shall satisfy the following
     obligations in respect of same:

               (I) Lender shall have received the following opinions of
               Borrower's counsel: (A) an opinion or opinions of counsel
               admitted to practice under the laws of the state in which the
               Substitute Parcel is located stating that the Loan Documents
               delivered with respect to the Substitute Parcel pursuant to


                                      -83-
<PAGE>

               paragraph (XI) below are valid and enforceable in accordance with
               their terms, subject to the laws applicable to creditors' rights
               and equitable principles, and that Borrower is qualified to do
               business and in good standing under the laws of the jurisdiction
               where the Substitute Parcel is located or that Borrower is not
               required by applicable law to qualify to do business in such
               jurisdiction; (B) an opinion of counsel acceptable to the Lender
               stating that the Loan Documents delivered with respect to the
               Substitute Parcel pursuant to paragraph (XI) below were duly
               authorized, executed and delivered by Borrower and that the
               execution and delivery of such Loan Documents and the performance
               by Borrower of its obligations thereunder will not cause a breach
               of, or a default under, any agreement, document or instrument to
               which Borrower is a party or to which it or its properties are
               bound; (C) an opinion of counsel acceptable to the Lender stating
               that subjecting the Substitute Parcel to the Lien of the related
               Mortgage and the execution and delivery of the related Loan
               Documents does not and will not affect or impair the ability of
               Lender to enforce its remedies under all of the Loan Documents or
               to realize the benefits of the cross-collateralization provided
               for thereunder; (D) an update of the Insolvency Opinion
               indicating that the provision of the additional security does not
               affect the opinions set forth therein, which Insolvency Opinion
               may contain a qualification based upon the facts mentioned in
               Section 11.29(e), if applicable; (E) an opinion of counsel
               acceptable to the Lender that the provision of the additional
               security does not constitute a "significant modification" of the
               Loan under Section 1001 of the Code or otherwise cause a tax to
               be imposed on a "prohibited transaction" by any REMIC Trust,
               based upon the fact that the Substitute Parcel is nonincome
               producing real estate and accordingly is an immaterial addition
               to the collateral secured by the Mortgage;

               (II) Borrower shall have delivered to Lender evidence that
               Borrower has complied with all requirements of and obtained all
               approvals required under any Leases and the Operating Agreements
               applicable to the Substitute Parcel and that the use of the
               Substitute Parcel as additional collateral under the Mortgage for
               the Loan either (y) does not violate any of the provisions of
               such Leases and the Operating Agreements, or (z) the applicable
               parties under the Leases and/or Operating Agreements have
               approved and/or waived the effect of adding the Substituted
               Parcel as collateral under the Mortgage;

               (III) Borrower shall have delivered to Lender (A) at Borrower's
               option, (x) an endorsement to the Title Insurance Policy insuring
               the Lien of the Mortgage encumbering the Substitute Parcel
               insuring that the Substitute Parcel constitutes a separate tax
               lot or, if such an endorsement is not available in the state in
               which the Substitute Parcel is located, a letter from the title
               insurance company issuing such Title Insurance Policy stating
               that the Substitute Parcel constitutes a separate tax lot, or a
               letter from the appropriate taxing authority stating that the
               Substitute Parcel constitutes a separate tax lot; (y) an opinion


                                      -84-
<PAGE>

               of counsel (from counsel reasonably acceptable to Lender) or (z)
               a certificate of an architect, surveyor or engineer (reasonably
               acceptable to Lender and licensed to practice in the State), for
               each of (y) and (z) above, indicating that the Substitute Parcel
               has been properly subdivided pursuant to applicable Legal
               Requirements and (B) at Borrower's option, (x) an endorsement to
               the Title Insurance Policy insuring the Lien of the Mortgage
               encumbering the Substitute Parcel insuring that the Substitute
               Parcel constitutes a separate tax lot or, if such an endorsement
               is not available in the state in which the Substitute Parcel is
               located, a letter from the title insurance company issuing such
               Title Insurance Policy stating that the Substitute Parcel
               constitutes a separate tax lot, or a letter from the appropriate
               taxing authority stating that the Substitute Parcel constitutes a
               separate tax lot, (y) an opinion of counsel (from counsel
               reasonably acceptable to Lender) or (z) a certificate of an
               architect, surveyor or engineer (reasonably acceptable to Lender
               and licensed to practice in the State) for each of (y) and (z)
               above, indicating that the Substitute Parcel separately conforms
               to and is in material compliance with all applicable Legal
               Requirements for tax lot purposes;

               (IV) Borrower shall have delivered to Lender an appraisal of the
               Substitute Parcel dated no more than sixty (60) days prior to the
               proposed Partial Release Date by an appraiser acceptable to the
               Lender, indicating an appraised value of the Substitute Parcel;

               (V) Borrower shall have delivered a metes and bounds description
               of the Substitute Parcel and a survey of the Substitute Parcel;

               (VI) Borrower shall have delivered to Lender on the Partial
               Release Date an endorsement to the policy or policies of title
               insurance insuring the Mortgage reflecting the Substitute Parcel
               as additional collateral and (A) insuring Lender's interest in
               any easements created in connection with the additional
               collateral, (B) extending the effective date of the policy or
               policies to the effective date of the provision of the additional
               collateral, and (C) confirming first priority of the Mortgage in
               respect of the Substitute Parcel;

               (VII) Borrower shall prepare and execute (A) all necessary
               documents to modify this Agreement, the Mortgage, the Assignment
               of Leases or any other Loan Document and/or (B) a new mortgage,
               new assignment of leases and rents and/or any other new Loan
               Documents, in order to properly reflect the provision of the
               Substitute Parcel as additional collateral;

               (VIII) No Default or Event of Default shall have occurred and be
               continuing and Borrower shall be in compliance in all material
               respects with all terms and conditions set forth in this
               Agreement and in each Loan Document on Borrower's part to be
               observed or performed. Lender shall have received an Officer's


                                      -85-
<PAGE>

               Certificate confirming the foregoing, stating that the
               representations and warranties of Borrower contained in this
               Agreement and the other Loan Documents are true and correct in
               all material respects on and as of the Partial Release Date with
               respect to Borrower, the Remainder Parcel and the Substitute
               Parcel and containing any other representations and warranties
               with respect to Borrower, the Remainder Parcel, the Substitute
               Parcel or the Loan as a prudent lender may reasonably require,
               such Officer's Certificate to be in form and substance
               satisfactory to the Lender;

               (IX) Borrower shall deliver to Lender any property condition
               reports, environmental reports, zoning and air rights studies,
               and any other third party reports that would be required by a
               prudent lender relating to the Substitute Parcel;

               (X) Borrower shall deliver to Lender evidence that the insurance
               coverages required to be effected in accordance with Article V
               hereto have been effected in respect of the Substitute Parcel;

               (XI) Borrower shall have executed, acknowledged and delivered to
               Lender (A) a Mortgage, an Assignment of Leases and two UCC
               Financing Statements with respect to the Substitute Parcel,
               together with a letter from Borrower countersigned by a title
               insurance company acknowledging receipt of such Mortgage,
               Assignment of Leases and UCC-1 Financing Statements and agreeing
               to record or file, as applicable, such Mortgage, Assignment of
               Leases and Rents and one of the UCC-1 Financing Statements in the
               real estate records for the county in which the Substitute Parcel
               is located and to file one of the UCC-1 Financing Statement in
               the office of the Secretary of State of the state in which the
               Substitute Parcel is located, so as to effectively create upon
               such recording and filing valid and enforceable Liens upon the
               Substitute Parcel, of the requisite priority, in favor of Lender
               (or such other trustee as may be desired under local law),
               subject only to any applicable Permitted Encumbrances and such
               other Liens as are permitted pursuant to the Loan Documents and
               (B) and an Environmental Indemnity with respect to the Substitute
               Parcel. The Mortgage, Assignment of Leases, UCC-1 Financing
               Statements and Environmental Indemnity shall be the same in form
               and substance as the counterparts of such documents executed and
               delivered with respect to the related Release Parcel subject to
               modifications reflecting the Substitute Parcel as the Property
               that is the subject of such documents and such modifications
               reflecting the laws of the state in which the Substitute Parcel
               is located as shall be recommended by the counsel admitted to
               practice in such state and delivering the opinion as to the
               enforceability of such documents required pursuant to paragraph
               (I) above. The Mortgage encumbering the Substitute Parcel shall
               secure all amounts evidenced by the Note;


                                      -86-
<PAGE>

               (XII) Lender shall have received a current title survey for the
               Substitute Parcel, certified to the title company and Lender and
               their successors and assigns, in the same form and having the
               same content as the certification of the Survey of the Release
               Parcel prepared by a professional land surveyor licensed in the
               state in which the Substitute Parcel is located prepared in
               accordance with the 1992 Minimum Standard Detail Requirements for
               ALTA/ACSM Land Title Surveys. Such survey shall reflect the same
               legal description contained in the Title Insurance Policy
               relating to such Substitute Parcel and shall include, among other
               things, a metes and bounds description for the Substitute Parcel
               added as additional colalteral. The surveyor's seal shall be
               affixed to each survey and each survey shall certify that the
               surveyed property is not located in a "one-hundred-year flood
               hazard area;

               (XIII) Lender shall have received a Phase I environmental report
               and, if recommended under the Phase I environmental report, a
               Phase II environmental report, which conclude that the Substitute
               Parcel does not contain any Hazardous Substance (as defined in
               the Mortgage) and is not subject to any risk of contamination
               from any off-site Hazardous Substance. If any such report
               discloses the presence of any Hazardous Substance or the risk of
               contamination from any off-site Hazardous Substance, such report
               shall include an estimate of the cost of any related remediation
               and Borrower shall deposit with Lender an amount equal to one
               hundred fifty percent (150%) of such estimated cost, which
               deposit shall constitute additional security for the Loan and
               shall be released to Borrower upon the delivery to Lender of (A)
               an update to such report indicating that there is no longer any
               Hazardous Substance on the Substitute Parcel (or that any
               Hazardous Substances have been remediated in accordance with
               applicable Legal Requirements), or any danger of contamination
               from any off-site Hazardous Substance that has not been fully
               remediated and (B) paid receipts indicating that the costs of all
               such remediation work have been paid;

               (XIV) Borrower shall deliver or cause to be delivered to Lender
               (A) updates certified by Borrower of all organizational
               documentation related to Borrower and/or the formation,
               structure, existence, good standing and/or qualification to do
               business delivered to Lender in connection with the Closing Date;
               (B) good standing certificates, certificates of qualification to
               do business in the jurisdiction in which the Substitute Parcel is
               located (if required in such jurisdiction) and (C) if applicable,
               resolutions of the managing member or general partner of Borrower
               authorizing the provision of the additional collateral and any
               actions taken in connection with such provision of additional
               collateral;

               (XV) Borrower shall have paid all Basic Carrying Costs relating
               to the Property and the Substitute Parcel, including without
               limitation, (i) accrued but unpaid insurance premiums relating to
               the Property and the Substitute Parcel, (ii) currently due Taxes


                                      -87-
<PAGE>

               (including any in arrears) relating to the Property and the
               Substitute Parcel and (iii) currently due Other Charges relating
               to the Property and Substitute Parcel;

               (XVI) INTENTIONALLY DELETED;

               (XVII) Lender shall have received a Physical Conditions Report
               with respect to the Substitute Parcel stating that the Substitute
               Parcel and its use comply in all material respects with all
               applicable Legal Requirements (including, without limitation,
               zoning, subdivision and applicable building laws) and that the
               Substitute Parcel is free of material damage or waste. If the
               Physical Conditions Report recommends that any repairs be made
               with respect to the Substitute Parcel, such Physical Conditions
               Report shall include an estimate of the cost of such recommended
               repairs and Borrower shall deposit with Lender an amount equal to
               one hundred fifty percent (150%) of such estimated cost, which
               deposit shall constitute additional security for the Loan and
               shall be released to Borrower upon the delivery to Lender of (A)
               an update to such Physical Conditions Report or a letter from the
               engineer that prepared such Physical Conditions Report indicating
               that the recommended repairs were completed in good and
               workmanlike manner and (B) paid receipts indicating that the
               costs of all such repairs have been paid;

               (XVIII) Lender shall have received a certified copy of an
               amendment to the Management Agreement reflecting the deletion of
               the Release Parcel and the addition of the Substitute Parcel as a
               property managed pursuant thereto and Manager shall have executed
               and delivered to Lender an amendment to the Assignment of
               Management Agreement reflecting such amendment to the Management
               Agreement;

               (XIX) INTENTIONALLY DELETED;

               (XX) Lender shall have received copies of all contracts and
               agreements relating to the leasing and operation of the
               Substitute Parcel (other than the Management Agreement) together
               with a certification of Borrower attached to each such contract
               or agreement certifying that the attached copy is a true and
               correct copy of such contract or agreement and all amendments
               thereto;

               (XXI) Borrower shall deliver to Lender an Officer's Certificate
               certifying that the requirements set forth in this Section
               11.29(a)(xvii) have been satisfied;

               (XXII) INTENTIONALLY DELETED;

               (XXIII) INTENTIONALLY DELETED; and


                                      -88-
<PAGE>

               (XXIV) Borrower shall have paid or reimbursed Lender for all
               costs and expenses incurred by Lender (including, without
               limitation, reasonable attorneys' fees and disbursements) in
               connection with the provision of the Substitute Parcel as
               additional collateral and Borrower shall have paid all recording
               charges, filing fees, taxes or other expenses (including, without
               limitation, mortgage and intangibles taxes and documentary stamp
               taxes) payable in connection with the provision of the additional
               collateral.

     (b) Borrower shall have the right, but not the obligation, to provide a
Letter of Credit to Lender on the Partial Release Date as additional security
for the Loan in order to satisfy the requirements of Sections 11.29(a)(viii)
and/or 11.29(a)(x)(A), and if Borrower so elects, then the amount of the Loan
equal to the amount of the Letter of Credit (and the Debt Service related to
such amount with respect to subparagraph (i) hereof) (i) shall be disregarded
for the purposes of the calculation in Section 11.29(a)(viii) as to Debt Service
Coverage Ratio after the release and (ii) shall be added to the appraised value
of the Remainder Parcel for the purposes of doing the comparison in Section
11.29(a)(x)(A); provided, however, if the Letter of Credit support becomes
unnecessary to meet the requirements of (y) Section 11.29(a)(x)(A) based upon a
subsequent appraisal of the Remainder Parcel (which Borrower shall have the
right to obtain and provide to the Lender at any time after the Partial Release
Date) and (z) Section 11.29(a)(viii), then the Letter of Credit shall be
returned to Borrower if at such time no Event of Default exists.

     (c) If Borrower has elected to release the Release Parcel and the
requirements of this Section 11.29 have been satisfied, the Release Parcel shall
be released from the Lien of the Mortgage (and related Loan Documents), the REA
Amendment may be executed and Lender shall consent and subordinate the Lien of
the Mortgage to the REA Amendment. In connection with the release of the Lien,
Borrower shall submit to Lender, not less than thirty (30) days prior to the
Partial Release Date (or such shorter time as is acceptable to Lender in its
sole discretion), a release of Lien (and related Loan Documents) for execution
by Lender and a consent and subordination to the REA Amendment for execution by
Lender. Such release and consent and subordination shall be in a form
appropriate in the jurisdiction in which the Property is located and shall
contain standard provisions protecting the rights of a releasing lender. In
addition, Borrower shall provide all other documentation Lender reasonably
requires to be delivered by Borrower in connection with such release, together
with an Officer's Certificate certifying that such documentation (i) is in
compliance with all Legal Requirements, and (ii) will effect such release in
accordance with the terms of this Agreement. Borrower shall pay all costs, taxes
and expenses associated with the release of the Lien of the Mortgage, including
Lender's reasonable attorneys' fees. Borrower shall cause title to the Release
Parcel so released from the Lien of the Mortgage to be transferred to and held
by a Person other than Borrower.

     (d) If Borrower is unable to legally subdivide the Release Parcel from the
remainder of Property, or if Borrower desires to enter into a ground lease in
lieu of conveying title to the Release Parcel, Borrower shall have the right to
ground lease the Release Parcel to a Person other than Borrower in lieu of such
conveyance and Lender shall subordinate the Lien of the Mortgage and the other
Loan Documents to such lease, provided (A) Borrower complies with all of the
conditions to release set forth in this Section 11.29 other than the
requirements set forth in Section 11.29(a)(v) and any other requirements that
relate to the creation of a separate tax parcel and the conveyance thereof, (B)


                                      -89-
<PAGE>

the request for such ground lease shall be accompanied by, at Borrower's option,
(1) an endorsement to the Title Insurance Policy, (2) an opinion of counsel
(from counsel reasonably acceptable to Lender) or (3) an architect's or
surveyor's certificate from an architect or surveyor reasonably acceptable to
Lender and licensed in the State in which the Property is located, stating for
each of (1), (2) or (3) above, that a subdivision is not required in order for
the Remainder Parcel to comply with Legal Requirements relating to subdivision
requirements after the commencement of the ground lease, (C) Borrower delivers
evidence to Lender indicating that either (1) financing is available from a
reliable funding source to fund the cost of the improvements to be constructed
on the Release Parcel or (2) the ground lessee has sufficient financial
wherewithal to pay for the cost of construction of such improvements, (D) such
ground lease shall contain the following provisions: (1) the Release Parcel
shall not be used for any purpose other than one which is compatible with the
use of the Property, (2) the ground lease shall require that the ground lessee
be responsible for construction of improvements (however, Borrower, as the
landlord thereunder, may be responsible for construction of the improvements
provided that Borrower complies with the provisions of Section 4.1.10), all
allocable taxes and all insurance, maintenance, utility, repair and other
similar obligations with respect to the tenant's improvements, (3) the ground
lessee shall be required to restore the Release Parcel in the case of casualty
and condemnation to a safe and habitable condition and/or to remove any damaged
structures or debris therefrom so as to leave the Release Parcel in a safe
condition, and (4) the ground lessee shall discharge (unless the same have been
bonded or otherwise secured to Lender's satisfaction) within thirty (30) days
any mechanic's Lien filed against the Remainder Parcel by reason of the acts of
the ground lessee or Persons claiming by, through or under the ground lessee.
Such ground lease may permit the ground lessee to procure mortgage financing
secured by the leasehold estate created thereby and such ground lease will
contain no provisions which are inconsistent with Borrower's obligations under
the Loan Documents or which would be unacceptable to a prudent lender
subordinating its mortgage to same (including any provisions which are
materially detrimental to the interests of such lender).

     (e) If a conveyance is made under this Section 11.29 which is stated to be
made for nominal consideration or if a lease is made under this Section 11.29
for nominal rent, the same will not be considered a breach of Section 3.1.24(c)
or 4.2.6 hereof, provided it is in effect a distribution of an asset to the
indirect owner of Borrower above the level of Borrower and a contribution of
capital to the transferee of such deed or lessee under such lease, as the case
may be.

     Not less than sixty (60) days prior to the Partial Release Date (or a
shorter period of time if permitted by the Lender in its sole discretion), the
Borrower shall provide the Preliminary Release Documents (as hereinafter
defined) to the Lender. Upon receipt of the Preliminary Release Documents and
the approval thereof by the Lender, the Lender will issue its conditional
approval letter specifying the terms of its approval so that the Borrower or the
proposed transferee of the Release Parcel may proceed to (1) obtain necessary
final zoning, subdivision, planning and building approvals from applicable
governmental authorities, (2) complete the design process for the improvements
to be located on the Release Parcel, and (3) obtain the partial release of the
Release Parcel from the Lien of the Mortgage. For purposes of this Section
11.29(e), the term "Preliminary Release Documents" shall mean the following


                                      -90-
<PAGE>

documents: (A) Pro-forma documents satisfying the requirements of Sections
11.29(a)(ii), (iii), (iv), (v), (vi), (vii), (viii), (x), (xi) , (xii) and
(xiii).

                         [NO FURTHER TEXT ON THIS PAGE]



                                      -91-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.

                             LENDER:

                             MORGAN STANLEY MORTGAGE CAPITAL INC.,
                             a New York corporation

                             By:_________________________________________
                                 Name:  Kevin A. Swartz
                                 Title: Vice President

                             BORROWER:

                             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
                                         -----------------------------
                                         Name:   George A. Schmidt
                                         Title:  Executive Vice President

<PAGE>

                                                                      SCHEDULE I


                                    RENT ROLL

<PAGE>

                                                                     SCHEDULE II

                              INTENTIONALLY OMITTED

<PAGE>

                                                                    SCHEDULE III

                              ORGANIZATIONAL CHART


<PAGE>

                                                                     SCHEDULE IV

                      MORGAN STANLEY MORTGAGE CAPITAL INC.
                                    (Lender)

                                     - and -


                          ----------------------------
                                    (Tenant)


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

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

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

                      Dated:

                      Location:

                      County:

                      PREPARED BY AND UPON
                      RECORDATION RETURN TO:

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

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

<PAGE>

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is made as of the ____ day of _______________, 20__ by and between
[LENDER], having an address at [LENDER'S ADDRESS] ("Lender") and
__________________________________________, having an address at
___________________________________________________________ ("Tenant").

                                    RECITALS:

     A. Lender has made a loan in the approximate amount of $_______ to Landlord
(defined below), which Loan is given pursuant to the terms and conditions of
that certain Loan Agreement dated ________________, 20__, between Lender and
Landlord (the "Loan Agreement"). The Loan is evidenced by a certain Promissory
Note dated ________________, 20__, given by Landlord to Lender (the "Note") and
secured by a certain [Mortgage][Deed of Trust] and Security Agreement dated
______________, 20__, given by Landlord to Lender (the "Mortgage"), which
encumbers the fee estate of Landlord in certain premises described in Exhibit A
attached hereto (the "Property");

     B. Tenant occupies a portion of the Property under and pursuant to the
provisions of a certain lease dated _________________, ____ between
_________________, as landlord ("Landlord") and Tenant, as tenant (the "Lease");
and

     C. Tenant has agreed to subordinate the Lease to the Mortgage and to the
lien thereof and Lender has agreed to grant non-disturbance to Tenant under the
Lease on the terms and conditions hereinafter set forth.

                                   AGREEMENT:

     For good and valuable consideration, Tenant and Lender agree as follows:

     1. Subordination. Tenant agrees that the Lease and all of the terms,
covenants and provisions thereof and all rights, remedies and options of Tenant
thereunder are and shall at all times continue to be subject and subordinate in
all respects to the Mortgage and to the lien thereof and all terms, covenants
and conditions set forth in the Mortgage and the Loan Agreement including
without limitation all renewals, increases, modifications, spreaders,
consolidations, replacements and extensions thereof and to all sums secured
thereby with the same force and effect as if the Mortgage and Loan Agreement had
been executed, delivered and (in the case of the Mortgage) recorded prior to the
execution and delivery of the Lease.

     2. Non-Disturbance. Lender agrees that if any action or proceeding is
commenced by Lender for the foreclosure of the Mortgage or the sale of the
Property, Tenant shall not be named as a party therein unless such joinder shall
be required by law, provided, however, such joinder shall not result in the
termination of the Lease or disturb the Tenant's possession or use of the
premises demised thereunder, and the sale of the Property in any such action or
proceeding shall be made subject to all rights of Tenant under the Lease except
as set forth in Section 3 below, provided that at the time of the commencement

<PAGE>

of any such action or proceeding or at the time of any such sale or exercise of
any such other rights (a) the term of the Lease shall have commenced pursuant to
the provisions thereof, (b) Tenant shall be in possession of the premises
demised under the Lease, (c) the Lease shall be in full force and effect and (d)
Tenant shall not be in default under any of the terms, covenants or conditions
of the Lease or of this Agreement on Tenant's part to be observed or performed
beyond the expiration of any applicable notice or grace periods.

     3. Attornment. Lender and Tenant agree that upon the conveyance of the
Property by reason of the foreclosure of the Mortgage or the acceptance of a
deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be
terminated or affected thereby (at the option of the transferee of the Property
(the "Transferee") if the conditions set forth in Section 2 above have not been
met at the time of such transfer) but shall continue in full force and effect as
a direct lease between the Transferee and Tenant upon all of the terms,
covenants and conditions set forth in the Lease and in that event, Tenant agrees
to attorn to the Transferee and the Transferee shall accept such attornment, and
the Transferee shall not be (a) obligated to complete any construction work
required to be done by Landlord pursuant to the provisions of the Lease or to
reimburse Tenant for any construction work done by Tenant, (b) liable (i) for
Landlord's failure to perform any of its obligations under the Lease which have
accrued prior to the date on which the Transferee shall become the owner of the
Property, or (ii) for any act or omission of Landlord, whether prior to or after
such foreclosure or sale, (c) required to make any repairs to the Property or to
the premises demised under the Lease required as a result of fire, or other
casualty or by reason of condemnation unless the Transferee shall be obligated
under the Lease to make such repairs and shall have received sufficient casualty
insurance proceeds or condemnation awards to finance the completion of such
repairs, (d) required to make any capital improvements to the Property or to the
premises demised under the Lease which Landlord may have agreed to make, but had
not completed, or to perform or provide any services not related to possession
or quiet enjoyment of the premises demised under the Lease, (e) subject to any
offsets, defenses, abatements or counterclaims which shall have accrued to
Tenant against Landlord prior to the date upon which the Transferee shall become
the owner of the Property, (f) liable for the return of rental security
deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless
such sums are actually received by the Transferee, (g) bound by any payment of
rents, additional rents or other sums which Tenant may have paid more than one
(1) month in advance to any prior Landlord unless (i) such sums are actually
received by the Transferee or (ii) such prepayment shall have been expressly
approved of by the Transferee, (h) bound to make any payment to Tenant which was
required under the Lease, or otherwise, to be made prior to the time the
Transferee succeeded to Landlord's interest, (i) bound by any agreement
amending, modifying or terminating the Lease made without the Lender's prior
written consent prior to the time the Transferee succeeded to Landlord's
interest or (j) bound by any assignment of the Lease or sublease of the
Property, or any portion thereof, made prior to the time the Transferee
succeeded to Landlord's interest other than if pursuant to the provisions of the
Lease.

     4. Notice to Tenant. After notice is given to Tenant by Lender that the
Landlord is in default under the Note and the Mortgage and that the rentals
under the Lease should be paid to Lender pursuant to the terms of the assignment
of leases and rents executed and delivered by Landlord to Lender in connection
therewith, Tenant shall thereafter pay to Lender or as directed by the Lender,
all rentals and all other monies due or to become due to Landlord under the

<PAGE>

Lease and Landlord hereby expressly authorizes Tenant to make such payments to
Lender and hereby releases and discharges Tenant from any liability to Landlord
on account of any such payments.

     5. Lender's Consent. Tenant shall not, without obtaining the prior written
consent of Lender, (a) enter into any agreement amending, modifying or
terminating the Lease, (b) prepay any of the rents, additional rents or other
sums due under the Lease for more than one (1) month in advance of the due dates
thereof, (c) voluntarily surrender the premises demised under the Lease or
terminate the Lease without cause or shorten the term thereof, or (d) assign the
Lease or sublet the premises demised under the Lease or any part thereof other
than pursuant to the provisions of the Lease; and any such amendment,
modification, termination, prepayment, voluntary surrender, assignment or
subletting, without Lender's prior consent, shall not be binding upon Lender.

     6. Lender to Receive Notices. Tenant shall provide Lender with copies of
all written notices sent to Landlord pursuant to the Lease simultaneously with
the transmission of such notices to the Landlord. Tenant shall notify Lender of
any default by Landlord under the Lease which would entitle Tenant to cancel the
Lease or to an abatement of the rents, additional rents or other sums payable
thereunder, and agrees that, notwithstanding any provisions of the Lease to the
contrary, no notice of cancellation thereof or of such an abatement shall be
effective unless Lender shall have received notice of default giving rise to
such cancellation or abatement and shall have failed within sixty (60) days
after receipt of such notice to cure such default, or if such default cannot be
cured within sixty (60) days, shall have failed within sixty (60) days after
receipt of such notice to commence and thereafter diligently pursue any action
necessary to cure such default.

     7. Notices. All notices or other written communications hereunder shall be
deemed to have been properly given (i) upon delivery, if delivered in person or
by facsimile transmission with receipt acknowledged by the recipient thereof and
confirmed by telephone by sender, (ii) one (1) Business Day (hereinafter
defined) after having been deposited for overnight delivery with any reputable
overnight courier service, or (iii) three (3) Business Days after having been
deposited in any post office or mail depository regularly maintained by the U.S.
Postal Service and sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

     If to Tenant:     __________________________
                       __________________________
                       __________________________
                       Attention: _______________
                       Facsimile No. ____________

     If to Lender:     [Lender's Notice]

<PAGE>

     With a copy to:   Cadwalader, Wickersham & Taft LLP
                       One World Financial Center
                       New York, New York 10281
                       Attention: John M. Zizzo, Esq
                       Facsimile No. (212) 504-6666

or addressed as such party may from time to time designate by written notice to
the other parties. For purposes of this Section, the term "Business Day" shall
mean a day on which commercial banks are not authorized or required by law to
close in New York, New York.

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

     8. Joint and Several Liability. If Tenant consists of more than one person,
the obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be binding upon and inure to the benefit of Lender
and Tenant and their respective successors and assigns.

     9. Definitions. The term "Lender" as used herein shall include the
successors and assigns of Lender and any person, party or entity which shall
become the owner of the Property by reason of a foreclosure of the Mortgage or
the acceptance of a deed or assignment in lieu of foreclosure or otherwise. The
term "Landlord" as used herein shall mean and include the present landlord under
the Lease and such landlord's predecessors and successors in interest under the
Lease, but shall not mean or include Lender. The term "Property" as used herein
shall mean the Property, the improvements now or hereafter located thereon and
the estates therein encumbered by the Mortgage.

     10. No Oral Modifications. This Agreement may not be modified in any manner
or terminated except by an instrument in writing executed by the parties hereto.

     11. Governing Law. This Agreement shall be deemed to be a contract entered
into pursuant to the laws of the State where the Property is located and shall
in all respects be governed, construed, applied and enforced in accordance with
the laws of the State where the Property is located.

     12. Inapplicable Provisions. If any term, covenant or condition of this
Agreement is held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be construed without such provision.

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

<PAGE>

     14. 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.

     15. Transfer of Loan. Lender may sell, transfer and deliver the Note and
assign the Mortgage, this Agreement and the other documents executed in
connection therewith to one or more investors in the secondary mortgage market
("Investors"). In connection with such sale, Lender may retain or assign
responsibility for servicing the loan, including the Note, the Mortgage, this
Agreement and the other documents executed in connection therewith, or may
delegate some or all of such responsibility and/or obligations to a servicer
including, but not limited to, any subservicer or master servicer, on behalf of
the Investors. All references to Lender herein shall refer to and include any
such servicer to the extent applicable.

     16. Further Acts. Tenant will, at the cost of Tenant, and without expense
to Lender, do, execute, acknowledge and deliver all and every such further acts
and assurances as Lender shall, from time to time, require, for the better
assuring and confirming unto Lender the property and rights hereby intended now
or hereafter so to be, or for carrying out the intention or facilitating the
performance of the terms of this Agreement or for filing, registering or
recording this Agreement, or for complying with all applicable laws.

     17. Limitations on Lender's Liability. Tenant acknowledges that Lender is
obligated only to Landlord to make the Loan upon the terms and subject to the
conditions set forth in the Loan Agreement. In no event shall Lender or any
purchaser of the Property at foreclosure sale or any grantee of the Property
named in a deed-in-lieu of foreclosure, nor any heir, legal representative,
successor, or assignee of Lender or any such purchaser or grantee (collectively
the Lender, such purchaser, grantee, heir, legal representative, successor or
assignee, the "Subsequent Landlord") have any personal liability for the
obligations of Landlord under the Lease and should the Subsequent Landlord
succeed to the interests of the Landlord under the Lease, Tenant shall look only
to the estate and property of any such Subsequent Landlord in the Property for
the satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) requiring the payment of money in the event of any default by
any Subsequent Landlord as landlord under the Lease, and no other property or
assets of any Subsequent Landlord shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant's remedies under or with
respect to the Lease; provided, however, that the Tenant may exercise any other
right or remedy provided thereby or by law in the event of any failure by
Subsequent Landlord to perform any such material obligation.

<PAGE>

     IN WITNESS WHEREOF, Lender and Tenant have duly executed this Agreement as
of the date first above written.

                                 LENDER:

                                 [Lender]

                                 By: _______________________________________
                                      Name:
                                      Title:

                                 TENANT:

                                 ________________________________
                                 a _________________

                                 By: _______________________________________
                                      Name:
                                      Title:

The undersigned accepts and agrees to the provisions of Section 4 hereof:

LANDLORD:

______________________, a
________________________________


By: ___________________________________
     Name:
     Title:

<PAGE>

                                 ACKNOWLEDGMENTS

                     [INSERT STATE SPECIFIC ACKNOWLEDGMENT]

<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

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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
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.

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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.

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                                                                      SCHEDULE V

                  EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
                                IN SECTION 3.1.22

A.   Free Rent/Rent Abatements

Old Navy has been provided with a credit in the amount of $10,406.26 to be
applied against its June rent payment in resolution of a dispute for overpayment
of prior CAM year end reconciliation charges paid by Tenant.

B.   Unpaid Tenant Improvement/Cash Allowances

     1. Hat World Lease - Landlord's Work to prepare premises estimated at
$24,612; and

     2. Shoe Palace Lease - Tenant Construction Allowance is $50,000. Payment to
tenant subject to completion of work, evidence of payment to its contractors,
opening for business and the commencement of rent.

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                                                                     SCHEDULE VI

                                 RELEASE PARCEL

<PAGE>

                                                                    SCHEDULE VII

                               DESCRIPTION OF REA

     Declaration of Establishment of Restrictions And Covenants Affecting Land
by and among Charles M. Weber, as Trustee of the Charles M. Weber, Jr. Trust and
the Johns Frederick Weber Trust, Weberstown Corporation, Weber Enterprises,
Inc., The Perzey Corporation, The Sinnott Corporation, and The Suendermann
Corporation, collectively as "Weber" predecessors-in-interest to Weberstown
Mall, LLC, as Developer; Broadway-Hale Stores, Inc. (whose leasehold interest
were subsequently purchased by Developer's predecessor-in-interest), and Sears
Roebuck and Company, dated April 2, 1963 and recorded May 16, 1963 in Book 2690,
Page 540 of the Official records of San Joaquin County California, as amended by
the following: Amendment To Declaration of Establishment of Restrictions And
Covenants Affecting Land dated August 27, 1971 and recorded April 7, 1972 in
Book 3638, Page 261 of the Official records of San Joaquin County California;
Second Amendment To Declaration of Establishment of Restrictions And Covenants
Affecting Land dated October 13, 1980 (unrecorded); Third Amendment To
Declaration of Establishment of Restrictions And Covenants Affecting Land dated
April 26, 1985 (unrecorded), Fourth Amendment To Declaration of Establishment of
Restrictions And Covenants Affecting Land dated June 27, 1989 (unrecorded);
Fifth Amendment To Declaration of Establishment of Restrictions And Covenants
Affecting Land dated November 18, 1994 and recorded March 16, 1995 as Document
No. 95022281 of the Official records of San Joaquin County California; and a
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 of the Official records of San Joaquin County California, which
Sixth Amendment added Condev West, Inc. as a party to the said Declaration.

<PAGE>

                                                                   SCHEDULE VIII

                                SUBSTITUTE PARCEL