Exhibit 10.8

                OWNERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT

             [BORROWER PLEDGE: NON-GMAC PARTICIPATING PARTNERSHIPS]

      OWNERSHIP INTEREST PLEDGE AND SECURITY AGREEMENT (this "Pledge
Agreement"), dated as of January 30, 2002, by and among THE NEWKIRK MASTER
LIMITED PARTNERSHIP, a Delaware limited partnership (the "Borrower"), NEWKIRK GP
HOLDING LLC, a Delaware limited liability company (the "Holding Company"), the
DELAWARE LIMITED LIABILITY COMPANIES described in Schedule 1 attached hereto
(collectively, the "General Partner Pledgors"), each being a general partner of
a Participating Limited Partnership (as defined below) as specified on Schedule
2 attached hereto, and FLEET NATIONAL BANK, a national banking association
having an address at 100 Federal Street, Boston, Massachusetts 02110, as agent
(Fleet National Bank, in such capacity as agent, hereinafter referred to as
"Agent") for a syndicate of Lenders (singly and collectively, the "Lenders") as
specifically provided in the Loan Agreement (as defined below).

                               W I T N E S S E T H

      WHEREAS, pursuant to that certain Loan Agreement dated as of January 30,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Loan Agreement") entered into by and among the Borrower, the Agent and the
Lenders, the Agent and the Lenders have agreed to make a loan ("Loan") to the
Borrower in the aggregate principal amount of $225,000,000.00, upon the terms
and subject to the conditions set forth therein.

      WHEREAS, the Holding Company and the General Partner Pledgors have
substantial financial dealings with the Borrower and are affiliated with the
Borrower (by ownership, contractual relationship, employment and/or other
meaningful business relationship), and the extension of credit and the providing
of financial accommodations to the Borrower will enhance and benefit the
business activities and interests of the Holding Company and the General Partner
Pledgors.

      WHEREAS, the Borrower owns 100.0% of the limited partnership interests in
each of the Delaware limited partnerships described in Schedule 2 attached
hereto (the "Participating Limited Partnerships") and 100.0% of such series of
membership interests in the Holding Company as are specified in Schedule 3
attached hereto.

      WHEREAS, the Holding Company owns 100.0% of the membership interests in
each of the General Partner Pledgors.

      WHEREAS, each General Partner Pledgor owns 100.0% of the general
partnership interests in such of the Participating Limited Partnerships as set
forth on Schedule 2 attached hereto.

      WHEREAS, as a condition to extending the Loan to the Borrower, the Agent
and the Lenders have required the Holding Company to execute and deliver a
Guaranty of even date herewith, guaranteeing the payment and performance of all
obligations of the Borrower arising under or pursuant to the Loan Agreement (the
"Guaranty").

      WHEREAS, as a further condition to extending the Loan to the Borrower, the
Agent and the Lenders have required the Borrower, the Holding Company and each
of the General Partner Pledgors to execute and deliver this Pledge Agreement and
certain other Security Documents to secure the Borrower's and the General
Partner Pledgors' obligations under the Loan Agreement and the Holding Company's
obligations under its Guaranty.


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<PAGE>

      NOW, THEREFORE, in consideration of the premises and to induce the Lenders
to make the Loan under the Loan Agreement, Borrower, the Holding Company and
each of the General Partner Pledgors hereby agree with Agent and the Lenders as
follows:

      1. Defined Terms. Unless otherwise defined herein, terms which are defined
in the Loan Agreement and used herein are so used as so defined, and the
following terms shall have the following meanings:

            "Agent": as defined in the first paragraph of this Pledge Agreement.

            "Borrower": as defined in the first paragraph of this Pledge
      Agreement.

            "Borrower Collateral": means the Borrower Pledged Interests and all
      Borrower Proceeds thereof.

            "Borrower Obligations": means all indebtedness, obligations and
      liabilities of the Borrower to the Agent and/or any of the Lenders,
      whether now existing or hereafter arising, direct or indirect, absolute or
      contingent, under any one or more of: (i) this Pledge Agreement; (ii) the
      Loan Agreement, Note or any other Loan Document; and (iii) each of the
      same as hereafter modified, amended, extended or replaced, including,
      without limitation, the Obligations (as defined in the Loan Agreement).

            "Borrower Pledged Interests": means all right, title and interest of
      the Borrower, whether now owned or hereafter acquired, as (i) the sole
      limited partner of each of the Participating Limited Partnerships listed
      on Schedule 2 hereto and (ii) the sole member and holder of 100.0% of each
      series of membership interests in the Holding Company listed on Schedule 3
      attached hereto, together with all interests, certificates, options or
      rights of any nature whatsoever which may be issued or granted to the
      Borrower by the Participating Limited Partnerships or the Holding Company
      in respect thereof.

            "Borrower Proceeds": means (i) the Borrower's right, title and
      interest in and to all Distributions, monies, fees, payments,
      compensations and proceeds now or hereafter payable in respect of the
      Borrower Pledged Interests, whether payable as profits, Distributions,
      asset Distributions, repayment of loans or capital or otherwise and
      including all "proceeds" as such term is defined in Section 9-306(1) of
      the UCC; (ii) all books, records, electronically stored data and
      information relating to the Borrower Pledged Interests and all rights of
      access to such books, records and information; (iii) all contract rights,
      general intangibles, claims, powers, privileges, benefits and remedies of
      the Borrower relating to the foregoing; (iv) all additions to the Borrower
      Pledged Interests, all substitutions therefor and all replacements
      thereof; and (v) all cash or non-cash proceeds of any of the foregoing.

            "Cash Management Agreement": shall mean that certain Cash Management
      Agreement, dated as of January 30, 2002, among the Borrower, the Holding
      Company, MLP Manager Corp. (the manager of each of the General Partner
      Pledgors), the Participating Limited Partnerships, various other
      subsidiaries of the Borrower, the Agent and the Lenders, as amended,
      supplemented or otherwise modified from time to time.

            "Consents": shall mean those certain Consents from the Participating
      Limited Partnerships, the Holding Company and the General Partner Pledgors
      referenced in Sections 4(a) and 4(b) of this Pledge Agreement.

            "General Partner Pledgors": as defined in the first paragraph of
      this Pledge Agreement.


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<PAGE>

            "General Partner Pledgor Collateral": means the General Partner
      Pledgor Pledged Interests and all General Partner Pledgor Proceeds
      thereof.

            "General Partner Pledgor Pledged Interests": means all right, title
      and interest of each of the General Partner Pledgors, whether now owned or
      hereafter acquired, as the sole general partner of such of the
      Participating Limited Partnerships as listed on Schedule 2 hereto,
      together with all interests, certificates, options or rights of any nature
      whatsoever which may be issued or granted to the General Partner Pledgors
      by the Participating Limited Partnerships in respect thereof.

            "General Partner Pledgor Obligations": means all indebtedness,
      obligations and liabilities of the Borrower and/or the General Partner
      Pledgors to the Agent and/or any of the Lenders, whether now existing or
      hereafter arising, direct or indirect, absolute or contingent, under any
      one or more of: (i) this Pledge Agreement; (ii) the Loan Agreement, the
      Note or any other Loan Document; and (iii) each of the same as hereafter
      modified, amended, extended or replaced, including, without limitation,
      the Obligations (as defined in the Loan Agreement).

            "General Partner Pledgor Proceeds": means (i) each General Partner
      Pledgor's right, title and interest in and to all Distributions, monies,
      fees, payments, compensations and proceeds now or hereafter payable in
      respect of the General Partner Pledgor Pledged Interests, whether payable
      as profits, Distributions, asset Distributions, repayment of loans or
      capital or otherwise and including all "proceeds" as such term is defined
      in Section 9-306(1) of the UCC; (ii) all books, records, electronically
      stored data and information relating to the General Partner Pledgor
      Pledged Interests and all rights of access to such books, records and
      information; (iii) all contract rights, general intangibles, claims,
      powers, privileges, benefits and remedies of the General Partner Pledgors
      relating to the foregoing; (iv) all additions to the General Partner
      Pledgor Pledged Interests, all substitutions therefor and all replacements
      thereof; and (v) all cash or non-cash proceeds of any of the foregoing.

            "Guaranteed Obligations": as defined in the Guaranty.

            "Guaranty": as defined in the recitals of this Pledge Agreement.

            "Holding Company": as defined in the first paragraph of this Pledge
      Agreement.

            "Holding Company Collateral": means the Holding Company Pledged
      Interests and all Holding Company Proceeds thereof.

            "Holding Company Obligations": means all indebtedness, obligations
      and liabilities of the Holding Company to the Agent and/or any of the
      Lenders, whether now existing or hereafter arising, direct or indirect,
      absolute or contingent, under any one or more of: (i) this Pledge
      Agreement; (ii) the Guaranty; and (iii) each of the same as hereafter
      modified, amended, extended or replaced, including, without limitation,
      the Guaranteed Obligations.

            "Holding Company Pledged Interests": means all right, title and
      interest of the Holding Company, whether now owned or hereafter acquired,
      as the sole member of each of the General Partner Pledgors, together with
      all interests, certificates, options or rights of any nature whatsoever
      which may be issued or granted to the Holding Company by the General
      Partner Pledgors in respect thereof.


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<PAGE>

            "Holding Company Proceeds": means (i) the Holding Company's right,
      title and interest in and to all Distributions, monies, fees, payments,
      compensations and proceeds now or hereafter payable in respect of the
      Holding Company Pledged Interests, whether payable as profits,
      Distributions, asset Distributions, repayment of loans or capital or
      otherwise and including all "proceeds" as such term is defined in Section
      9-306(1) of the UCC; (ii) all books, records, electronically stored data
      and information relating to the Holding Company Pledged Interests and all
      rights of access to such books, records and information; (iii) all
      contract rights, general intangibles, claims, powers, privileges, benefits
      and remedies of the Holding Company relating to the foregoing; (iv) all
      additions to the Holding Company Pledged Interests, all substitutions
      therefor and all replacements thereof; and (v) all cash or non-cash
      proceeds of any of the foregoing.

            "Lenders": as defined in the first paragraph of this Pledge
      Agreement.

            "Loan": as defined in the recitals of this Pledge Agreement.

            "Loan Agreement": as defined in the recitals of this Pledge
      Agreement.

            "Participating Limited Partnerships": as defined in the recitals of
      this Pledge Agreement.

            "Pledge Agreement": means this Ownership Interest Pledge and
      Security Agreement, as amended, supplemented or otherwise modified from
      time to time.

            "UCC": means the Uniform Commercial Code from time to time in effect
      in The Commonwealth of Massachusetts; provided, that if by mandatory
      provisions of law, the perfection or the effect of perfection or
      non-perfection of the security interest granted hereunder in the Borrower
      Collateral, Holding Company Collateral or the General Partner Pledgor
      Collateral is governed by the Uniform Commercial Code of a jurisdiction
      other than Massachusetts, "UCC" means the Uniform Commercial Code as in
      effect in such other jurisdiction for purposes of provisions hereof
      relating to such perfection or effect of perfection or non-perfection.

      2. Pledge; Grant of Security Interest.

            (a) By Borrower. As security for the full and punctual payment and
      performance of the Borrower Obligations when due and payable (whether upon
      stated maturity, by acceleration or otherwise), Borrower hereby transfers,
      assigns, grants, bargains, sells, conveys, hypothecates, pledges, sets
      over, endorses over and delivers to Agent all the Borrower Pledged
      Interests, and Borrower hereby grants, pledges, hypothecates, transfers
      and assigns to Agent a continuing lien on and security interest in all of
      the Borrower Collateral.

            (b) By Holding Company. As security for the full and punctual
      payment and performance of the Holding Company Obligations when due and
      payable (whether upon stated maturity, by acceleration or otherwise), the
      Holding Company hereby transfers, assigns, grants, bargains, sells,
      conveys, hypothecates, pledges, sets over, endorses over and delivers to
      Agent all the Holding Company Pledged Interests, and the Holding Company
      hereby grants, pledges, hypothecates, transfers and assigns to Agent a
      continuing lien on and security interest in all of the Holding Company
      Collateral.

            (c) By General Partner Pledgors. As security for the full and
      punctual payment and performance of the General Partner Pledgor
      Obligations when due and payable (whether upon stated maturity, by
      acceleration or otherwise), the General Partner Pledgors hereby


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<PAGE>

      transfer, assign, grant, bargain, sell, convey, hypothecate, pledge, set
      over, endorse over and deliver to Agent all the General Partner Pledgor
      Pledged Interests, and the General Partner Pledgors hereby grant, pledge,
      hypothecate, transfer and assign to Agent a continuing lien on and
      security interest in all of the General Partner Pledgor Collateral.

      3. Delivery of Certificates, Instruments, Etc. The Borrower, the Holding
Company and each General Partner Pledgor shall deliver to Agent:

            (a) all original certificates, instruments and other documents, if
      any, evidencing or representing the Borrower Pledged Interests, the
      Holding Company Pledged Interests and the General Partner Pledgor Pledged
      Interests, concurrently with the execution and delivery of this Pledge
      Agreement; and

            (b) the original certificates, instruments or other documents, if
      any, evidencing or representing all other Borrower Collateral, Holding
      Company Collateral and General Partner Pledgor Collateral (except for
      collateral which this Pledge Agreement specifically permits the Borrower,
      the Holding Company or the General Partner Pledgors to retain) within five
      (5) days after the Borrower's, the Holding Company's or the General
      Partner Pledgor's receipt thereof.

      4. Powers and Transfer Instruments.

            (a) Concurrently with the delivery to the Agent of this Pledge
      Agreement and each certificate, if any, representing the Borrower Pledged
      Interests, the Borrower shall deliver a duly executed Consent from each
      Participating Limited Partnership and from each General Partner Pledgor.

            (b) Concurrently with the delivery to the Agent of this Pledge
      Agreement and each certificate, if any, representing the Holding Company
      Pledged Interests, the Holding Company shall deliver a duly executed
      Consent from each General Partner Pledgor.

            (c) Concurrently with the delivery to the Agent of this Pledge
      Agreement and each certificate, if any, representing the General Partner
      Pledgor Pledged Interests, the General Partner Pledgors shall deliver a
      duly executed Consent from each Participating Limited Partnership.

      5. Representations and Warranties. The Borrower, the Holding Company and
each General Partner Pledgor represent and warrant that:

            (a) Except for any consents as may be required in connection with
      any disposition of any portion of the Borrower Collateral, the Holding
      Company Collateral or the General Partner Pledgor Collateral by laws
      affecting the offering and sale of securities generally or as otherwise
      contemplated by the Loan Agreement, no consent of any other person or
      entity (including, without limitation, any owner or creditor of the
      Borrower, the Holding Company or the General Partner Pledgors), and no
      license, permit, approval or authorization of, exemption by, notice or
      report to, or registration, filing (other than the filing of financing
      statements under the UCC in order to perfect a security interest in that
      portion of the Borrower Collateral, the Holding Company Collateral and the
      General Partner Pledgor Collateral in which a security interest is
      perfected by filing) or declaration with any governmental instrumentality
      is required in connection with (i) the execution, delivery, performance,
      validity or enforceability of this Pledge Agreement, (ii) the perfection
      or maintenance of the security interest created hereby (including the
      first priority nature of such


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<PAGE>

      security interest) or (iii) the exercise by the Lender of any rights
      provided for in this Pledge Agreement;

            (b) The Borrower Pledged Interests in the Participating Limited
      Partnerships listed on Schedule 2 constitute all of the limited
      partnership interests owned by the Borrower in the Participating Limited
      Partnerships and constitute 100.0% of the limited partnership interests in
      the Participating Limited Partnerships;

            (c) The Borrower Pledged Interests in the Holding Company constitute
      100.0% of each series of membership interest in the Holding Company listed
      on Schedule 3 ;

            (d) The Holding Company Pledged Interests in the General Partner
      Pledgors listed on Schedule 1 constitute all of the membership interests
      owned by the Holding Company in the General Partner Pledgors and
      constitute 100.0% of the membership interests in the General Partner
      Pledgors;

            (e) The General Partner Pledgor Pledged Interests in the
      Participating Limited Partnerships listed on Schedule 2 constitute all of
      the general partnership interests owned by the General Partner Pledgors in
      the Participating Limited Partnerships and constitute 100.0% of the
      general partnership interests in the Participating Limited Partnerships;

            (f) All the Borrower Pledged Interests, the Holding Company Pledged
      Interests and the General Partner Pledgor Pledged Interests have been duly
      and validly issued and are fully paid. No certificate or other instrument
      has been issued at any time to evidence the Borrower Pledged Interests,
      the Holding Company Pledged Interests or the General Partner Pledgor
      Pledged Interests. None of the limited partnership interests or the
      membership interests comprising the Borrower Collateral, none of the
      membership interests comprising the Holding Company Collateral, and none
      of the general partnership interests comprising the General Partner
      Pledgor Collateral, are dealt in or traded on securities exchanges or in
      securities markets, and none by its terms expressly provides that it is a
      security governed by Article 8 of the UCC or that it is an investment
      company security, and none is held in a securities account (as defined in
      Section 8-501 of the UCC);

            (g) The Borrower is the sole holder of record and sole beneficial
      owner of, and has good and valid title to, the Borrower Pledged Interests
      in the Participating Limited Partnerships listed on Schedule 2 and in the
      Holding Company listed on Schedule 3, free of any and all liens or options
      in favor of, or claims of, any other Person, except the lien created by
      this Pledge Agreement;

            (h) The Holding Company is the sole holder of record and sole
      beneficial owner of, and has good and valid title to, the Holding Company
      Pledged Interests in the General Partner Pledgors listed on Schedule 1,
      free of any and all liens or options in favor of, or claims of, any other
      Person, except the lien created by this Pledge Agreement;

            (i) Each General Partner Pledgor is the sole holder of record and
      sole beneficial owner of, and has good and valid title to, the General
      Partner Pledgor Pledged Interests in the applicable Participating Limited
      Partnership listed on Schedule 2, free of any and all liens or options in
      favor of, or claims of, any other Person, except the lien created by this
      Pledge Agreement;

            (j) Upon the filing of the Form UCC-1 Statements referred to in
      Section 13, the lien granted pursuant to this Pledge Agreement will
      constitute a valid, perfected first priority lien on such Borrower Pledged
      Interests and related Borrower Collateral with respect to that


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<PAGE>

      portion of the Borrower Collateral in which a security interest is
      perfected by the filing of a financing statement, enforceable as such
      against all creditors of Borrower and any Persons purporting to purchase
      any Borrower Pledged Interests and related Borrower Collateral from
      Borrower;

            (k) Upon the filing of the Form UCC-1 Statements referred to in
      Section 13, the lien granted pursuant to this Pledge Agreement will
      constitute a valid, perfected first priority lien on such Holding Company
      Pledged Interests and related Holding Company Collateral with respect to
      that portion of the Holding Company Collateral in which a security
      interest is perfected by the filing of a financing statement, enforceable
      as such against all creditors of the Holding Company and any Persons
      purporting to purchase any Holding Company Pledged Interests and related
      Holding Company Collateral from the Holding Company;

            (l) Upon the filing of the Form UCC-1 Statements referred to in
      Section 13, the lien granted pursuant to this Pledge Agreement will
      constitute a valid, perfected first priority lien on such General Partner
      Pledgor Pledged Interests and related General Partner Pledgor Collateral
      with respect to that portion of the General Partner Pledgor Collateral in
      which a security interest is perfected by the filing of a financing
      statement, enforceable as such against all creditors of the General
      Partner Pledgors and any Persons purporting to purchase any General
      Partner Pledgor Pledged Interests and related General Partner Pledgor
      Collateral from any General Partner Pledgor;

            (m) The Holding Company is duly organized, validly existing and in
      good standing under the laws of the state of its formation and has all
      requisite power and authority under the laws of such state and under its
      organizational and charter documents to enter into and perform its
      obligations under this Pledge Agreement;

            (n) Each of the General Partner Pledgors is duly organized, validly
      existing and in good standing under the laws of the state of its formation
      and has all requisite power and authority under the laws of such state and
      under its organizational and charter documents to enter into and perform
      its obligations under this Pledge Agreement;

            (o) The Holding Company has taken all necessary legal and other
      action to authorize the execution, delivery and performance of this Pledge
      Agreement, and this Pledge Agreement constitutes the valid and binding
      obligation and agreement of the Holding Company, enforceable in accordance
      with its terms, except as such may be limited by the application of
      bankruptcy, moratorium, reorganization and other laws affecting the rights
      of creditors generally or by general equitable principles;

            (p) Each of the General Partner Pledgors has taken all necessary
      legal and other action to authorize the execution, delivery and
      performance of this Pledge Agreement, and this Pledge Agreement
      constitutes the valid and binding obligation and agreement of each of the
      General Partner Pledgors, enforceable in accordance with its terms, except
      as such may be limited by the application of bankruptcy, moratorium,
      reorganization and other laws affecting the rights of creditors generally
      or by general equitable principles;

            (q) The Holding Company has not received any notice of default under
      any agreement or instrument to which it is a party or by which its assets
      may be bound which default would have a Material Adverse Effect, and the
      Holding Company is not in default under any order, judgment, award or
      decree of any court, arbitrator or other governmental authority binding
      upon or affecting it or by which its may be bound or affected which
      default would have a Material Adverse Effect;


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<PAGE>

            (r) None of the General Partner Pledgors has received any notice of
      default under any agreement or instrument to which any of them is a party
      or by which any of their assets may be bound which default would have a
      Material Adverse Effect, and none of the General Partner Pledgors is in
      default under any order, judgment, award or decree of any court,
      arbitrator or other governmental authority binding upon or affecting any
      of them or by which any of their assets may be bound or affected which
      default would have a Material Adverse Effect;

            (s) Neither the execution and delivery of this Pledge Agreement nor
      the compliance by the Holding Company with the terms and provisions hereof
      are events which of themselves, or with the giving of notice or the
      passage of time, or both, would constitute, on the part of the Holding
      Company, a violation of or conflict with, or result in any breach of, or
      default under, the terms, conditions or provisions of, (i) the
      organizational and charter documents of the Holding Company, or (ii) any
      other agreement or instrument to which the Holding Company is a party or
      by which the Holding Company, or any of its assets, are bound;

            (t) Neither the execution and delivery of this Pledge Agreement nor
      the compliance by any General Partner Pledgor with the terms and
      provisions hereof are events which of themselves, or with the giving of
      notice or the passage of time, or both, would constitute, on the part of
      any General Partner Pledgor, a violation of or conflict with, or result in
      any breach of, or default under, the terms, conditions or provisions of,
      (i) the organizational and charter documents of any General Partner
      Pledgor, or (ii) any other agreement or instrument to which any General
      Partner Pledgor is a party or by which any General Partner Pledgor, or any
      of its assets, are bound;

            (u) Neither the execution and delivery of this Pledge Agreement nor
      the compliance by the Holding Company with the terms and provisions hereof
      are events which of themselves, or with the giving of notice or the
      passage of time, or both, would result in the creation or imposition of
      any lien, charge or encumbrance of any nature whatsoever on any of the
      assets of the Holding Company in all cases other than as contemplated by
      this Pledge Agreement or the Loan Agreement, and no such event will result
      in the acceleration of the due date of any obligation of the Holding
      Company;

            (v) Neither the execution and delivery of this Pledge Agreement nor
      the compliance by any General Partner Pledgor with the terms and
      provisions hereof are events which of themselves, or with the giving of
      notice or the passage of time, or both, would result in the creation or
      imposition of any lien, charge or encumbrance of any nature whatsoever on
      any of the assets of any General Partner Pledgor in all cases other than
      as contemplated by this Pledge Agreement or the Loan Agreement, and no
      such event will result in the acceleration of the due date of any
      obligation of any General Partner Pledgor;

            (w) There are no judgments presently outstanding and unsatisfied
      against the Holding Company or any of its assets which would cause an
      Event of Default under the Loan Agreement, and neither the Holding Company
      nor any of its assets are a party to, or the subject of, any actions or
      suits or proceedings in equity or by any governmental authorities which,
      if adversely determined, would have a Material Adverse Effect, and no such
      litigation or proceeding has been threatened in writing against the
      Holding Company or against any of the Holding Company's assets, and, to
      the Holding Company's knowledge, no investigation in contemplation of such
      litigation or proceeding has begun or is pending or has been threatened in
      writing, any of which it is probable (within the meaning of Statement of
      Financial Accounting Standards No. 5) that there will be an adverse
      determination and which, if adversely determined, would have a Material
      Adverse Effect;


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<PAGE>

            (x) There are no judgments presently outstanding and unsatisfied
      against any General Partner Pledgor or any of its assets which would cause
      an Event of Default under the Loan Agreement, and neither the General
      Partner Pledgors nor any of their assets are a party to, or the subject
      of, any actions or suits or proceedings in equity or by any governmental
      authorities which, if adversely determined, would have a Material Adverse
      Effect, and no such litigation or proceeding has been threatened in
      writing against any General Partner Pledgor or against any of the General
      Partner Pledgors' assets, and, to the General Partner Pledgors' knowledge,
      no investigation in contemplation of such litigation or proceeding has
      begun or is pending or has been threatened in writing, any of which it is
      probable (within the meaning of Statement of Financial Accounting
      Standards No. 5) that there will be an adverse determination and which, if
      adversely determined, would have a Material Adverse Effect;

            (y) The address of the Holding Company's chief executive office and
      principal place of business and the location of the Holding Company's
      books and records relating to the Holding Company Pledged Interests is set
      forth below the Holding Company's signature hereto;

            (z) The address of each General Partner Pledgor's chief executive
      office and principal place of business and the location of each General
      Partner Pledgor's books and records relating to the General Partner
      Pledgor Pledged Interests is set forth below each General Partner
      Pledgor's signature hereto; and

            (aa) There are no restrictions on the transfer of the Borrower
      Collateral, the Holding Company Collateral or the General Partner Pledgor
      Collateral to the Agent hereunder, or with respect to any subsequent
      transfer thereof or realization thereupon by the Agent and/or the Lenders
      (or, if there are any such restrictions, such transfer restrictions have
      been duly waived by all required parties), and, as set forth in the
      Consents, the Borrower, the Holding Company and each of the General
      Partner Pledgors have obtained all consents needed in connection with any
      such transfer or subsequent transfer, subject to matters resulting from
      the operation of law.

      6. Covenants. The Borrower, the Holding Company and each General Partner
Pledgor covenant and agree with Agent and the Lenders that from and after the
date of this Pledge Agreement until this Pledge Agreement shall be terminated:

            (a) If the Borrower shall, as a result of its ownership of the
      Borrower Pledged Interests, become entitled to receive or shall receive
      (i) any limited liability company certificate (including, without
      limitation, any certificate representing a dividend or a Distribution in
      connection with any reclassification, increase or reduction of capital or
      any certificate issued in connection with any reorganization), option or
      rights, (ii) any stock, (iii) any limited partnership interests
      (including, without limitation, any certificate representing a dividend or
      a Distribution in connection with any reclassification, increase or
      reduction of capital or any certificate issued in connection with any
      reorganization), option or rights, or (iv) any property other than cash,
      whether in addition to, in substitution of, as a conversion of, or in
      exchange for any of the Borrower Pledged Interests, or otherwise in
      respect thereof, the Borrower shall accept the same as Agent's agent, hold
      the same in trust for Agent and deliver the same forthwith to Agent in the
      exact form received, duly endorsed by the Borrower to Agent, if required,
      together with an undated assignment or power covering such certificate,
      duly executed in blank and with, if Agent so requests, signature
      guaranteed, to be held by Agent hereunder as additional security for the
      Borrower Obligations.


                                       -9-
<PAGE>

            (b) If the Holding Company shall, as a result of its ownership of
      the Holding Company Pledged Interests, become entitled to receive or shall
      receive (i) any limited liability company certificate (including, without
      limitation, any certificate representing a dividend or a Distribution in
      connection with any reclassification, increase or reduction of capital or
      any certificate issued in connection with any reorganization), option or
      rights, (ii) any stock, (iii) any limited partnership interests
      (including, without limitation, any certificate representing a dividend or
      a Distribution in connection with any reclassification, increase or
      reduction of capital or any certificate issued in connection with any
      reorganization), option or rights, or (iv) any property other than cash,
      whether in addition to, in substitution of, as a conversion of, or in
      exchange for any of the Holding Company Pledged Interests, or otherwise in
      respect thereof, the Holding Company shall accept the same as Agent's
      agent, hold the same in trust for Agent and deliver the same forthwith to
      Agent in the exact form received, duly endorsed by the Holding Company to
      Agent, if required, together with an undated assignment or power covering
      such certificate, duly executed in blank and with, if Agent so requests,
      signature guaranteed, to be held by Agent hereunder as additional security
      for the Holding Company Obligations.

            (c) If any General Partner Pledgor shall, as a result of its
      ownership of the General Partner Pledgor Pledged Interests, become
      entitled to receive or shall receive (i) any limited liability company
      certificate (including, without limitation, any certificate representing a
      dividend or a Distribution in connection with any reclassification,
      increase or reduction of capital or any certificate issued in connection
      with any reorganization), option or rights, (ii) any stock, (iii) any
      limited partnership interests (including, without limitation, any
      certificate representing a dividend or a Distribution in connection with
      any reclassification, increase or reduction of capital or any certificate
      issued in connection with any reorganization), option or rights, or (iv)
      any property other than cash, whether in addition to, in substitution of,
      as a conversion of, or in exchange for any of the General Partner Pledgor
      Pledged Interests, or otherwise in respect thereof, such General Partner
      Pledgor shall accept the same as Agent's agent, hold the same in trust for
      Agent and deliver the same forthwith to Agent in the exact form received,
      duly endorsed by the General Partner Pledgor to Agent, if required,
      together with an undated assignment or power covering such certificate,
      duly executed in blank and with, if Agent so requests, signature
      guaranteed, to be held by Agent hereunder as additional security for the
      General Partner Pledgor Obligations.

            (d) Without the prior written consent of Agent, the Borrower will
      not, directly or indirectly (i) vote to enable, or take any other action
      to permit, the issuer(s) of the Borrower Pledged Interests to issue any
      interests or shares, as applicable, or to issue any other securities
      convertible into or granting the right to purchase or exchange for any
      interests of the issuer(s) of the Borrower Pledged Interests, or (ii) if
      prohibited by the Loan Agreement, sell, assign, transfer, exchange or
      otherwise dispose of, or grant any option with respect to, the Borrower
      Collateral, or (iii) create, incur or permit to exist any lien or option
      in favor of, or any claim of any person or entity with respect to, any of
      the Borrower Collateral, or any interest therein, except for the lien
      provided for by this Pledge Agreement and liens permitted under the Loan
      Agreement. The Borrower will defend the right, title and interest of Agent
      in and to the Borrower Collateral against the claims and demands of all
      Persons whomsoever.

            (e) Without the prior written consent of Agent, the Holding Company
      will not, directly or indirectly (i) vote to enable, or take any other
      action to permit, the issuer(s) of the Holding Company Pledged Interests
      to issue any interests or shares, as applicable, or to issue any other
      securities convertible into or granting the right to purchase or exchange
      for any interests of the issuer(s) of the Holding Company Pledged
      Interests, or (ii) if prohibited by the Loan Agreement, sell, assign,
      transfer, exchange or otherwise dispose of, or grant any option with
      respect to, the Holding Company Collateral, or (iii) create, incur or
      permit to


                                      -10-
<PAGE>

      exist any lien or option in favor of, or any claim of any person or entity
      with respect to, any of the Holding Company Collateral, or any interest
      therein, except for the lien provided for by this Pledge Agreement and
      liens permitted under the Loan Agreement. The Holding Company will defend
      the right, title and interest of Agent in and to the Holding Company
      Collateral against the claims and demands of all Persons whomsoever.

            (f) Without the prior written consent of Agent, the General Partner
      Pledgors will not, directly or indirectly (i) vote to enable, or take any
      other action to permit, the issuer(s) of the General Partner Pledgor
      Pledged Interests to issue any interests or shares, as applicable, or to
      issue any other securities convertible into or granting the right to
      purchase or exchange for any interests of the issuer(s) of the General
      Partner Pledgor Pledged Interests, or (ii) if prohibited by the Loan
      Agreement, sell, assign, transfer, exchange or otherwise dispose of, or
      grant any option with respect to, the General Partner Pledgor Collateral,
      or (iii) create, incur or permit to exist any lien or option in favor of,
      or any claim of any person or entity with respect to, any of the General
      Partner Pledgor Collateral, or any interest therein, except for the lien
      provided for by this Pledge Agreement and liens permitted under the Loan
      Agreement. The General Partner Pledgors will defend the right, title and
      interest of Agent in and to the General Partner Pledgor Collateral against
      the claims and demands of all Persons whomsoever.

            (g) At any time and from time to time, upon the written request of
      Agent, and at the sole expense of the Borrower, the Borrower will promptly
      and duly execute and deliver such further instruments and documents and
      take such further actions as Agent may reasonably request for the purposes
      of obtaining or preserving the full benefits of this Pledge Agreement and
      of the rights and powers herein granted. If any amount payable under or in
      connection with any of the Borrower Collateral shall be or become
      evidenced by any promissory note, other instrument or chattel paper, such
      note, instrument or chattel paper shall be promptly delivered to Agent,
      duly endorsed in a manner satisfactory to Agent, to be held as Borrower
      Collateral pursuant to this Pledge Agreement.

            (h) At any time and from time to time, upon the written request of
      Agent, and at the sole expense of the Holding Company, the Holding Company
      will promptly and duly execute and deliver such further instruments and
      documents and take such further actions as Agent may reasonably request
      for the purposes of obtaining or preserving the full benefits of this
      Pledge Agreement and of the rights and powers herein granted. If any
      amount payable under or in connection with any of the Holding Company
      Collateral shall be or become evidenced by any promissory note, other
      instrument or chattel paper, such note, instrument or chattel paper shall
      be promptly delivered to Agent, duly endorsed in a manner satisfactory to
      Agent, to be held as Holding Company Collateral pursuant to this Pledge
      Agreement.

            (i) At any time and from time to time, upon the written request of
      Agent, and at the sole expense of the General Partner Pledgors, the
      General Partner Pledgors will promptly and duly execute and deliver such
      further instruments and documents and take such further actions as Agent
      may reasonably request for the purposes of obtaining or preserving the
      full benefits of this Pledge Agreement and of the rights and powers herein
      granted. If any amount payable under or in connection with any of the
      General Partner Pledgor Collateral shall be or become evidenced by any
      promissory note, other instrument or chattel paper, such note, instrument
      or chattel paper shall be promptly delivered to Agent, duly endorsed in a
      manner satisfactory to Agent, to be held as General Partner Pledgor
      Collateral pursuant to this Pledge Agreement.

            (j) The Borrower, the Holding Company and each General Partner
      Pledgor agree to pay, and to indemnify and save Agent harmless from, any
      and all liabilities with respect


                                      -11-
<PAGE>

      to, or resulting from any delay in paying, any and all stamp, excise,
      sales or other taxes (other than income taxes on the income of Agent or
      any of the Lenders) which may be payable or determined to be payable with
      respect to any of the Borrower Collateral, the Holding Company Collateral
      or the General Partner Pledgor Collateral (as the case may be) or in
      connection with any of the transactions contemplated by this Pledge
      Agreement.

            (k) The Holding Company will not merge or consolidate with any
      person if prohibited by the Loan Agreement.

            (l) None of the General Partner Pledgors will merge or consolidate
      with any person if prohibited by the Loan Agreement.

            (m) The Borrower, the Holding Company and the General Partner
      Pledgors shall, upon request from the Agent, from time to time, cause the
      issuer of any securities comprising any of the Borrower Collateral, the
      Holding Company Collateral or the General Partner Pledgor Collateral which
      may be, but have not been, certificated, to issue certificates with
      respect thereto in the name of the Borrower, the Holding Company or the
      General Partner Pledgors (as the case may be) or, if so requested by the
      Agent, in the name of the Agent as secured party.

            (n) Neither the Borrower nor the Holding Company nor any of the
      General Partner Pledgors shall exercise any right with respect to the
      Borrower Collateral, the Holding Company Collateral or the General Partner
      Pledgor Collateral which would dilute or adversely affect Agent's rights
      in the Borrower Collateral, the Holding Company Collateral and the General
      Partner Pledgor Collateral.

            (o) Except as permitted in the Loan Agreement, the Borrower shall
      not enter into or consent to any amendment or modification of, or with
      respect to, the limited partnership agreements of the Participating
      Limited Partnerships or the operating agreement of the Holding Company
      without Agent's prior written consent in each instance, which consent
      shall not be unreasonably withheld.

            (p) Except as permitted in the Loan Agreement, the Holding Company
      shall not enter into or consent to any amendment or modification of, or
      with respect to, the operating agreements of the General Partner Pledgors
      without Agent's prior written consent in each instance, which consent
      shall not be unreasonably withheld.

            (q) Except as permitted in the Loan Agreement, the General Partner
      Pledgors shall not enter into or consent to any amendment or modification
      of, or with respect to, the limited partnership agreements of the
      Participating Limited Partnerships without Agent's prior written consent
      in each instance, which consent shall not be unreasonably withheld.

      7. Cash Dividends; Distributions; Voting Rights.

            (a) Unless an Event of Default shall have occurred and be
      continuing, the Borrower shall be permitted to exercise all voting rights
      with respect to the Borrower Pledged Interests; provided, however, that
      the Borrower shall not, without the prior written consent of Agent in each
      instance, which consent shall not be unreasonably withheld, vote the
      Borrower Collateral in favor of, or consent to, any resolution or action
      which does or might:

                  (i)   impose any restrictions upon the sale, transfer or
                        disposition of the Borrower Collateral other than
                        restrictions, if any, the


                                      -12-
<PAGE>

                        application of which is waived to the full satisfaction
                        of the Agent as to the Borrower Collateral; or

                  (ii)  result in the issuance of any additional interest in the
                        Participating Limited Partnerships or the Holding
                        Company, or of any class or series of security, which
                        issuance might adversely affect the value of the
                        Borrower Collateral; or

                  (iii) vest additional powers, privileges, preferences or
                        priorities to any other class or series of interest in
                        the Participating Limited Partnerships or the Holding
                        Company to the detriment of the value of, or rights
                        accruing to, the Borrower Collateral; or

                  (iv)  except as permitted in the Loan Agreement, permit the
                        Participating Limited Partnerships or the Holding
                        Company to sell, transfer, assign, pledge, mortgage or
                        otherwise encumber any property owned by any of them, or
                        to incur any new indebtedness in respect of such
                        property, unless Agent has given its prior written
                        consent.

            (b) Unless an Event of Default shall have occurred and be
      continuing, the Holding Company shall be permitted to exercise all voting
      rights with respect to the Holding Company Pledged Interests; provided,
      however, that the Holding Company shall not, without the prior written
      consent of Agent in each instance, which consent shall not be unreasonably
      withheld, vote the Holding Company Collateral in favor of, or consent to,
      any resolution or action which does or might:

                  (i)   impose any restrictions upon the sale, transfer or
                        disposition of the Holding Company Collateral other than
                        restrictions, if any, the application of which is waived
                        to the full satisfaction of the Agent as to the Holding
                        Company Collateral; or

                  (ii)  result in the issuance of any additional interest in the
                        General Partner Pledgors, or of any class of security,
                        which issuance might adversely affect the value of the
                        Holding Company Collateral; or

                  (iii) vest additional powers, privileges, preferences or
                        priorities to any other class of interest in the General
                        Partner Pledgors to the detriment of the value of, or
                        rights accruing to, the Holding Company Collateral; or

                  (iv)  except as permitted in the Loan Agreement, permit the
                        General Partner Pledgors to sell, transfer, assign,
                        pledge, mortgage or otherwise encumber any property
                        owned by any of them, or to incur any new indebtedness
                        in respect of such property, unless Agent has given its
                        prior written consent.

            (c) Unless an Event of Default shall have occurred and be
      continuing, each General Partner Pledgor shall be permitted to exercise
      all voting rights with respect to the General Partner Pledgor Pledged
      Interests; provided, however, that no General Partner Pledgor shall,
      without the prior written consent of Agent in each instance, which consent
      shall not be unreasonably withheld, vote the General Partner Pledgor
      Collateral in favor of, or consent to, any resolution or action which does
      or might:


                                      -13-
<PAGE>

                  (i)   impose any restrictions upon the sale, transfer or
                        disposition of the General Partner Pledgor Collateral
                        other than restrictions, if any, the application of
                        which is waived to the full satisfaction of the Agent as
                        to the General Partner Pledgor Collateral; or

                  (ii)  result in the issuance of any additional interest in the
                        Participating Limited Partnerships, or of any class of
                        security, which issuance might adversely affect the
                        value of the General Partner Pledgor Collateral; or

                  (iii) vest additional powers, privileges, preferences or
                        priorities to any other class of interest in the
                        Participating Limited Partnerships to the detriment of
                        the value of, or rights accruing to, the General Partner
                        Pledgor Collateral; or

                  (iv)  except as permitted in the Loan Agreement, permit the
                        Participating Limited Partnerships to sell, transfer,
                        assign, pledge, mortgage or otherwise encumber any
                        property owned by any of them, or to incur any new
                        indebtedness in respect of such property, unless Agent
                        has given its prior written consent.

            (d) Subject to the terms and provisions hereof relating to the
      rights and remedies of the Agent after the occurrence and during the
      continuance of an Event of Default, in accordance with the terms and
      conditions of the Loan Agreement (including, without limitation, Sections
      7.14, 7.15 and 7.16 thereof), the Consents, the Payment Direction Letters,
      and the Cash Management Agreement (including, without limitation, Section
      2.2 thereof), any and all cash dividends or Distributions or any other
      payments received by the Borrower in respect of the Borrower Collateral
      shall be directly deposited in a designated Depository Account in the name
      of the Borrower. The Borrower agrees that, to the extent that the Borrower
      receives directly any cash dividends or Distributions or any other
      payments which are required to be deposited in a designated Depository
      Account as provided for in the Loan Agreement, the Consents and/or the
      Cash Management Agreement, then (i) such amounts shall be deemed to be
      Borrower Collateral and shall be held in trust for the benefit of Agent,
      (ii) such amounts shall not be commingled with any other funds or property
      of the Borrower, and (iii) the Borrower shall deposit such amounts in the
      applicable Depository Account within three Business Days of receipt.

            (e) Subject to the terms and provisions hereof relating to the
      rights and remedies of the Agent after the occurrence and during the
      continuance of an Event of Default, in accordance with the terms and
      conditions of the Loan Agreement (including, without limitation, Sections
      7.14, 7.15 and 7.16 thereof), the Consents, the Payment Direction Letters,
      and the Cash Management Agreement (including, without limitation, Section
      2.2 thereof), any and all cash dividends or Distributions or any other
      payments received by the Holding Company in respect of the Holding Company
      Collateral shall be directly deposited in a designated Depository Account
      in the name of MLP Manager Corp. or as otherwise directed by Agent in
      accordance with the terms of the Loan Agreement. The Holding Company
      agrees that, to the extent that the Holding Company receives directly any
      cash dividends or Distributions or any other payments which are required
      to be deposited in a designated Depository Account as provided for in the
      Loan Agreement, the Consents and/or the Cash Management Agreement, then
      (i) such amounts shall be deemed to be Holding Company Collateral and
      shall be held in trust for the benefit of Agent, (ii) such amounts shall
      not be commingled with any other funds or property of the Holding Company,
      and (iii) the


                                      -14-
<PAGE>

      Holding Company shall deposit such amounts in the applicable Depository
      Account within three Business Days of receipt.

            (f) Subject to the terms and provisions hereof relating to the
      rights and remedies of the Agent after the occurrence and during the
      continuance of an Event of Default, in accordance with the terms and
      conditions of the Loan Agreement (including, without limitation, Sections
      7.14, 7.15 and 7.16 thereof), the Consents, the Payment Direction Letters,
      and the Cash Management Agreement (including, without limitation, Section
      2.2 thereof), any and all cash dividends or Distributions or any other
      payments received by any General Partner Pledgor in respect of the General
      Partner Pledgor Collateral shall be directly deposited in a designated
      Depository Account in the name MLP Manager Corp. or as otherwise directed
      by Agent in accordance with the terms of the Loan Agreement. Each General
      Partner Pledgor agrees that, to the extent that any General Partner
      Pledgor receives directly any cash dividends or Distributions or any other
      payments which are required to be deposited in a designated Depository
      Account as provided for in the Loan Agreement, the Consents and/or the
      Cash Management Agreement, then (i) such amounts shall be deemed to be
      General Partner Pledgor Collateral and shall be held in trust for the
      benefit of Agent, (ii) such amounts shall not be commingled with any other
      funds or property of such General Partner Pledgor, and (iii) such General
      Partner Pledgor shall deposit such amounts in the applicable Depository
      Account within three Business Days of receipt.

      8. Rights of Agent.

            (a) If an Event of Default shall have occurred and be continuing,
      Agent shall have the right to receive any and all cash dividends or
      Distributions or other payments paid in respect of the Borrower
      Collateral, the Holding Company Collateral and the General Partner Pledgor
      Collateral and make application thereof to the Borrower Obligations, the
      Holding Company Obligations or the General Partner Pledgor Obligations (as
      the case may be), in such order as Agent, in its sole discretion, may
      elect. In connection therewith, if an Event of Default shall have occurred
      and be continuing, the Agent shall have the right to direct the issuer(s)
      of the Borrower Pledged Interests, the Holding Company Pledged Interests
      and the General Partner Pledgor Pledged Interests to pay all such cash
      dividends or Distributions or other payment directly to the Agent or as
      otherwise directed by the Agent.

            (b) If an Event of Default shall have occurred and be continuing,
      then all such Borrower Pledged Interests, Holding Company Pledged
      Interests and General Partner Pledgor Pledged Interests at Agent's option
      shall be registered in the name of Agent or its nominee, and Agent or its
      nominee may thereafter exercise (x) all voting and other rights pertaining
      to such Borrower Pledged Interests, Holding Company Pledged Interests and
      General Partner Pledgor Pledged Interests and (y) any and all rights of
      conversion, exchange, subscription and any other rights, privileges or
      options pertaining to such Borrower Pledged Interests, Holding Company
      Pledged Interests and General Partner Pledgor Pledged Interests as if
      Agent were the absolute owner thereof (including, without limitation, the
      right to exchange at its discretion any and all of the Borrower Pledged
      Interests, the Holding Company Pledged Interests and the General Partner
      Pledgor Pledged Interests upon the merger, consolidation, reorganization,
      recapitalization or other fundamental change in the organizational
      structure of the Borrower, the Holding Company or any of the General
      Partner Pledgors, or upon the exercise by the Borrower, the Holding
      Company any of the General Partner Pledgors or Agent of any right,
      privilege or option pertaining to such Borrower Pledged Interests, Holding
      Company Pledged Interests or General Partner Pledgor Pledged Interests,
      and in connection therewith, the right to deposit and deliver any and all
      of the Borrower Pledged Interests, Holding Company Pledged Interests or
      General Partner Pledgor Pledged Interests with any committee, depositary,
      transfer agent, registrar or other designated agency upon


                                      -15-
<PAGE>

      such terms and conditions as it may determine), all without liability
      except to account for property actually received by it, but Agent shall
      have no duty to exercise any such right, privilege or option and shall not
      be responsible for any failure to do so or delay in so doing.

            (c) The rights of Agent hereunder shall not be conditioned or
      contingent upon the pursuit by Agent of any right or remedy against the
      Borrower or against any other person or entity which may be or become
      liable in respect of all or any part of the Borrower Obligations or
      against any other Borrower Collateral security therefor, guarantee thereof
      or right of offset with respect thereto. Agent shall not be liable for any
      failure to demand, collect or realize upon all or any part of the Borrower
      Collateral or for any delay in doing so, nor shall it be under any
      obligation to sell or otherwise dispose of any Borrower Collateral upon
      the request of the Borrower or any other person or entity or to take any
      other action whatsoever with regard to the Borrower Collateral or any part
      thereof.

            (d) The rights of Agent hereunder shall not be conditioned or
      contingent upon the pursuit by Agent of any right or remedy against the
      Holding Company or against any other person or entity which may be or
      become liable in respect of all or any part of the Holding Company
      Obligations or against any other Holding Company Collateral security
      therefor, guarantee thereof or right of offset with respect thereto. Agent
      shall not be liable for any failure to demand, collect or realize upon all
      or any part of the Holding Company Collateral or for any delay in doing
      so, nor shall it be under any obligation to sell or otherwise dispose of
      any Holding Company Collateral upon the request of the Holding Company or
      any other person or entity or to take any other action whatsoever with
      regard to the Holding Company Collateral or any part thereof.

            (e) The rights of Agent hereunder shall not be conditioned or
      contingent upon the pursuit by Agent of any right or remedy against the
      General Partner Pledgors or against any other person or entity which may
      be or become liable in respect of all or any part of the General Partner
      Pledgor Obligations or against any other General Partner Pledgor
      Collateral security therefor, guarantee thereof or right of offset with
      respect thereto. Agent shall not be liable for any failure to demand,
      collect or realize upon all or any part of the General Partner Pledgor
      Collateral or for any delay in doing so, nor shall it be under any
      obligation to sell or otherwise dispose of any General Partner Pledgor
      Collateral upon the request of any General Partner Pledgor or any other
      person or entity or to take any other action whatsoever with regard to the
      General Partner Pledgor Collateral or any part thereof.

            (f) Notwithstanding anything to the contrary contained herein, at
      all times, the Agent's sole recourse against the General Partner Pledgors
      to enforce the General Partner Pledgor Obligations shall be limited to the
      rights and remedies against the General Partner Pledgor Collateral, and in
      no event shall the Agent or any of the Lenders have any other recourse
      against the General Partner Pledgors with respect to the General Partner
      Pledgor Obligations.

      9. Actions By Agent. The Borrower, the Holding Company and each General
Partner Pledgor hereby designates Agent as the attorney-in-fact of the Borrower,
the Holding Company and each General Partner Pledgor to: (a) after the
occurrence and during the continuance of an Event of Default, endorse in favor
of Agent any of the Borrower Collateral, the Holding Company Collateral or the
General Partner Pledgor Collateral; (b) after the occurrence and during the
continuance of an Event of Default, cause the transfer of any of the Borrower
Collateral, the Holding Company Collateral or the General Partner Pledgor
Collateral in such name as Agent may from time to time determine; (c) cause the
issuance of certificates for book entry and/or uncertificated securities; (d)
renew, extend or roll over any Borrower Collateral, Holding Company Collateral
or General Partner Pledgor Collateral; (e) make, demand and initiate actions to
enforce any of the Borrower Collateral,


                                      -16-
<PAGE>

the Holding Company Collateral or the General Partner Pledgor Collateral or
rights therein; and (f) take any other action to effectuate the terms and
provisions of this Pledge Agreement. Agent may take such action with respect to
the Borrower Collateral, the Holding Company Collateral and the General Partner
Pledgor Collateral as Agent may reasonably determine to be necessary to protect
and preserve its interest in the Borrower Collateral, the Holding Company
Collateral and the General Partner Pledgor Collateral. Except as otherwise
provided herein, all of the rights, remedies, powers, privileges and discretions
included in this Section 9 may be exercised by Agent whether or not the Borrower
Obligations, the Holding Company Obligations or the General Partner Pledgor
Obligations are then due and whether or not an Event of Default has occurred.
The within designation and grant of power of attorney is coupled with an
interest, is irrevocable until the lien created by this Pledge Agreement is
terminated by a written instrument executed by a duly authorized officer of
Agent. The power of attorney shall not be affected by subsequent disability or
incapacity of the Borrower, the Holding Company or any General Partner Pledgor.
Agent shall not be liable for any act or omission to act pursuant to this
Section 9, except for any act or omission to act which is in actual bad faith.

      10. Remedies.

            (a) If an Event of Default shall have occurred and be continuing,
      Agent may exercise, in addition to all other rights and remedies granted
      in this Pledge Agreement and in any other instrument or agreement
      securing, evidencing or relating to the Borrower Obligations, the Holding
      Company Obligations or the General Partner Pledgor Obligations, all rights
      and remedies of a secured party under the UCC. Without limiting the
      generality of the foregoing, Agent, if an Event of Default shall have
      occurred and be continuing, without demand of performance or other demand,
      presentment, protest, advertisement or notice of any kind (except any
      notice required by law referred to below) to or upon the Borrower, the
      Holding Company, the General Partner Pledgors or any other person or
      entity (all and each of which demands, presentments, protests,
      advertisements or notices are hereby waived), may in such circumstances
      forthwith collect, receive, appropriate and realize upon the Borrower
      Collateral, the Holding Company Collateral and the General Partner Pledgor
      Collateral, or any part thereof, and/or may forthwith sell, assign, give
      option or options to purchase or otherwise dispose of and deliver the
      Borrower Collateral, the Holding Company Collateral and the General
      Partner Pledgor Collateral or any part thereof (or contract to do any of
      the foregoing), in one or more parcels at public or private sale or sales,
      in the over-the- counter market, at any exchange, broker's board or office
      of Agent or elsewhere upon such terms and conditions as it may deem
      advisable and at such prices as it may deem best, for cash or on credit or
      for future delivery without assumption of any credit risk. Agent shall
      have the right upon any such public sale or sales, and, to the extent
      permitted by law, upon any such private sale or sales, to purchase the
      whole or any part of the Borrower Collateral, the Holding Company
      Collateral or the General Partner Pledgor Collateral so sold, free of any
      right or equity of redemption in the Borrower, the Holding Company or the
      General Partner Pledgors, which right or equity is hereby waived or
      released. Agent shall apply any Borrower Proceeds, Holding Company
      Proceeds or General Partner Pledgor Proceeds from time to time held by it
      and the net proceeds of any such collection, recovery, receipt,
      appropriation, realization or sale, after deducting all reasonable costs
      and expenses of every kind incurred therein or incidental to the care or
      safekeeping of any of the Borrower Collateral, the Holding Company
      Collateral or General Partner Pledgor Collateral or in any way relating to
      the Borrower Collateral, the Holding Company Collateral or the General
      Partner Pledgor Collateral or the rights of Agent hereunder, including,
      without limitation, reasonable attorneys' fees and disbursements, to the
      payment in whole or in part of the Borrower Obligations, the Holding
      Company Obligations or the General Partner Pledgor Obligations (as the
      case may be), in such order as Agent may elect, and only after such
      application and after the payment by Agent of any other amount required by
      any provision of law, including, without limitation, Section 9-615(a) of
      the UCC, need Agent account for


                                      -17-
<PAGE>

      the surplus, if any, to the Borrower, the Holding Company and the General
      Partner Pledgors. To the extent permitted by applicable law, the Borrower,
      the Holding Company and each General Partner Pledgor waive all claims,
      damages and demands any of them may acquire against Agent arising out of
      the exercise by Agent of any of its rights hereunder, except for any
      claims, damages and demands any of them may have against Agent arising
      from the gross negligence or willful misconduct of Agent. If any notice of
      a proposed sale or other disposition of Borrower Collateral, the Holding
      Company Collateral or General Partner Pledgor Collateral shall be required
      by law, such notice shall be deemed reasonable and proper if given at
      least 10 days before such sale or other disposition. The Borrower and the
      Holding Company shall remain liable for any deficiency if the proceeds of
      any sale or other disposition of Borrower Collateral or the Holding
      Company Collateral (as the case may be) are insufficient to pay the
      Borrower Obligations or the Holding Company Obligations and the fees and
      disbursements of any attorneys employed by Agent to collect such
      deficiency.

            (b) If any Event of Default occurs and is continuing, any deposits,
      balances or other sums credited by or due from Agent, any affiliate of
      Agent or FleetBoston Financial Corporation or any of the Lenders, or from
      any affiliate of any of the Lenders, to the Borrower or the Holding
      Company may to the fullest extent not prohibited by applicable law at any
      time or from time to time, without regard to the existence, sufficiency or
      adequacy of any other collateral, and without notice or compliance with
      any other condition precedent now or hereafter imposed by statute, rule of
      law or otherwise, all of which are hereby waived to the fullest extent
      permitted by law, be set off, appropriated and applied by Agent against
      any or all of the Borrower Obligations or the Holding Company Obligations
      irrespective of whether demand shall have been made, in such manner as
      Agent in its sole and absolute discretion may determine. Within three (3)
      Business Days of making any such set off, appropriation or application,
      Agent agrees to notify Borrower or the Holding Company thereof, provided
      the failure to give such notice shall not affect the validity of such set
      off or appropriation or application. ANY AND ALL RIGHTS TO REQUIRE AGENT
      OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO
      ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING ITS RIGHT
      OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE
      BORROWER OR THE HOLDING COMPANY, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
      IRREVOCABLY WAIVED.

      11. Private Sales.

            (a) The Borrower, the Holding Company and each General Partner
      Pledgor recognize that Agent may be unable to effect a public sale of any
      or all the Borrower Pledged Interests, the Holding Company Pledged
      Interests or the General Partner Pledgor Pledged Interests, by reason of
      certain prohibitions contained in the Securities Act of 1933, as amended,
      and applicable state securities laws or otherwise, and may be compelled to
      resort to one or more private sales thereof to a restricted group of
      purchasers which will be obliged to agree, among other things, to acquire
      such securities for their own account for investment and not with a view
      to the Distribution or resale thereof. The Borrower, the Holding Company
      and each General Partner Pledgor acknowledge and agree that any such
      private sale may result in prices and other terms less favorable to Agent
      than if such sale were a public sale. Agent shall be under no obligation
      to delay a sale of any of the Borrower Pledged Interests, the Holding
      Company Pledged Interests or General Partner Pledgor Pledged Interests for
      the period of time necessary to permit the Borrower, the Holding Company
      or the General Partner Pledgors to register such securities for public
      sale under the Securities Act of 1933, as amended, or under applicable
      state securities laws, even if the Borrower, the Holding Company or the
      General Partner Pledgors would agree to do so.


                                      -18-
<PAGE>

            (b) The Borrower, the Holding Company and each General Partner
      Pledgor further agree to use their best efforts to do or cause to be done
      all such other acts as may be necessary to make any sale or sales of all
      or any portion of the Borrower Pledged Interests, the Holding Company
      Pledged Interests or the General Partner Pledgor Pledged Interests
      pursuant to this paragraph 11 valid and binding and in compliance with any
      and all other applicable requirements of law; provided, however, that
      neither the Borrower nor the Holding Company nor any General Partner
      Pledgor shall be under any obligation to register the Borrower Pledged
      Interests, the Holding Company Pledged Interests or the General Partner
      Pledgor Pledged Interests for public sale under the Securities Act of
      1933, as amended, or under applicable state securities laws. The Borrower,
      the Holding Company and each General Partner Pledgor further agree that a
      breach of any of the covenants contained in this paragraph 11 will cause
      irreparable injury to Agent, that Agent has no adequate remedy at law in
      respect of such breach and, as a consequence, that each and every covenant
      contained in this paragraph 11 shall be specifically enforceable against
      the Borrower, the Holding Company and each General Partner Pledgor, and
      the Borrower, the Holding Company and each General Partner Pledgor hereby
      waive and agree not to assert any defenses against an action for specific
      performance of such covenants except for a defense that no default has
      occurred with respect to the Borrower Obligations, the Holding Company
      Obligations or the General Partner Pledgor Obligations.

      12. Limitation on Duties Regarding Collateral. Agent's sole duty with
respect to the custody, safekeeping and physical preservation of the Borrower
Collateral, the Holding Company Collateral and General Partner Pledgor
Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall
be to deal with it in the same manner as Agent deals with similar securities and
property for its own account. Neither Agent nor any of its directors, officers,
employees or agents shall be liable for failure to demand, collect or realize
upon any of the Borrower Collateral, the Holding Company Collateral or the
General Partner Pledgor Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Borrower Collateral,
the Holding Company Collateral or General Partner Pledgor Collateral upon the
request of the Borrower, the Holding Company, any General Partner Pledgor or
otherwise.

      13. Financing Statements; Other Documents. The Borrower, the Holding
Company and each General Partner Pledgor shall deliver to Agent UCC-1 financing
statements with respect to the Borrower Collateral, the Holding Company
Collateral and the General Partner Pledgor Collateral, duly executed by the
Borrower, the Holding Company and each General Partner Pledgor suitable for
filing in such jurisdictions as Agent shall reasonably request. The Borrower,
the Holding Company and each General Partner Pledgor agree to deliver any other
document or instrument which Agent may reasonably request in connection with the
administration and enforcement of this Pledge Agreement or with respect to the
Borrower Collateral, the Holding Company Collateral and General Partner Pledgor
Collateral for the purposes of obtaining or preserving the full benefits of this
Pledge Agreement and of the rights and powers herein granted.

      14. Powers Coupled with an Interest. All authorizations and agencies and
powers herein contained with respect to the Borrower Collateral, the Holding
Company Collateral and the General Partner Pledgor Collateral are irrevocable
and coupled with an interest.

      15. Security Interest Absolute. All rights of the Agent hereunder, the
grant of a security interest in the Borrower Collateral, the Holding Company
Collateral and the General Partner Pledgor Collateral and all obligations of the
Borrower, the Holding Company and the General Partner Pledgors hereunder, shall
be absolute and unconditional irrespective of (i) any lack of validity or
enforceability of the Loan Agreement, any agreement with respect to any of the
Borrower Obligations, the Holding Company Obligations, the General Partner
Pledgor Obligations or any other agreement or instrument relating to any of the
foregoing, (ii) any change in time, manner or place


                                      -19-
<PAGE>

of payment of, or in any other term of, all or any of the Borrower Obligations,
the Holding Company Obligations or the General Partner Pledgor Obligations, or
any other amendment or waiver of or any consent to any departure from the Note
or any other agreement or instrument, (iii) any exchange, release or
non-perfection of any other collateral, or any release or amendment or waiver of
or consent to or departure from any guarantee, for all or any of the Borrower
Obligations, the Holding Company Obligations or General Partner Pledgor
Obligations, or (iv) any other circumstance which might otherwise constitute a
defense available to (other than the defense of indefeasible payment), or a
discharge of, the Borrower, the Holding Company or the General Partner Pledgors
in respect of the Borrower Obligations, the Holding Company Obligations or the
General Partner Pledgor Obligations or in respect of this Pledge Agreement.

      16. Fees and Expenses. To the extent provided in the Loan Agreement and
the Guaranty, the Borrower, the Holding Company and the General Partner Pledgors
shall be obligated to, upon demand, pay to the Agent the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts or agents which the Agent or any Lender may incur in
connection with (i) the sale of, collection from, or other realization upon, any
of the Borrower Collateral, the Holding Company Collateral or the General
Partner Pledgor Collateral, or (ii) during the continuance of an Event of
Default, the exercise or enforcement of any of the rights of the Agent
hereunder. Any such amounts payable as provided hereunder or thereunder shall be
additional obligations secured hereby and by the other Security Documents.

      17. Termination. Upon the payment in full of the Borrower Obligations, the
Holding Company Obligations or the General Partner Pledgor Obligations, in
immediately available funds, including, without limitation, all unreimbursed
costs and expenses of the Agent and of each Lender for which the Borrower, the
Holding Company or the General Partner Pledgors are responsible, the Agent shall
release the Borrower Collateral, the Holding Company Collateral or the General
Partner Pledgor Collateral (as the case may be) granted to the Agent as provided
for herein. However, such release by the Agent shall not be deemed to terminate
or release the Borrower, the Holding Company or any General Partner Pledgor from
any obligation or liability under this Pledge Agreement which specifically by
its terms survives the payment in full of the Borrower Obligations, the Holding
Company Obligations or the General Partner Pledgor Obligations.

      18. Severability. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      19. Paragraph Headings. The paragraph headings used in this Pledge
Agreement are for convenience of reference only and are not to affect the
construction, or be taken into consideration in interpreting, this Pledge
Agreement.

      20. No Waiver; Cumulative Remedies. Agent shall not by any act delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of Agent, any right, power or privilege hereunder shall
operate as a waiver thereof. No single or partial exercise of any right, power
or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. A waiver by Agent of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Agent would otherwise have on any future occasion. The
rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.


                                      -20-
<PAGE>

      21. Waivers and Amendments; Successors and Assigns; Governing Law; Venue.
None of the terms or provisions of this Pledge Agreement may be waived, amended,
or otherwise modified except by a written instrument executed by the party
against which enforcement of such waiver, amendment, or modification is sought.
This Pledge Agreement shall be binding upon the Borrower, the Holding Company,
each General Partner Pledgor and Agent, and the successors and assigns of each,
and shall inure to the benefit of Agent and the Lenders and their successors and
assigns and to the benefit of the Borrower, the Holding Company and each General
Partner Pledgor and the Borrower's, the Holding Company's, and each General
Partnership Pledgor's successors and permitted assigns; provided that neither
the Borrower nor the Holding Company nor any General Partner Pledgor shall have
any right to (i) assign this Pledge Agreement or any interest herein, or (ii)
assign any interest in the Borrower Collateral, the Holding Company Collateral
or the General Partner Pledgor Collateral or any part thereof, or otherwise
pledge, encumber or grant any option with respect to the Borrower Collateral,
the Holding Company Collateral or the General Partner Pledgor Collateral or any
part thereof, or any cash or property held by the Borrower, the Holding Company
or the General Partner Pledgors as Borrower Collateral, Holding Company
Collateral or General Partner Pledgor Collateral under this Pledge Agreement if
any such assignment, pledge, encumbrance or grant would constitute a violation
of the Loan Agreement. The rights of Agent under this Pledge Agreement shall
automatically be transferred to any transferee to which Agent transfers the Note
and the Loan Agreement pursuant to the terms thereof. The construction,
interpretation, validity, enforceability and effect of all provisions of this
Pledge Agreement including, but not limited to, the payment of the Borrower
Obligations, the Holding Company Obligations and the General Partner Pledgor
Obligations and the legality of the interest rate and other charges shall be
construed and enforced in accordance with the internal laws of The Commonwealth
of Massachusetts (without regard to conflicts of laws). The Borrower, the
Holding Company and each General Partner Pledgor agrees to submit to
non-exclusive personal jurisdiction in Suffolk County, in The Commonwealth of
Massachusetts in any action or proceeding arising out of this Pledge Agreement
and, in furtherance of such agreement, the Borrower, the Holding Company and
each General Partner Pledgor hereby agree and consent that, without limiting
other methods of obtaining jurisdiction, personal jurisdiction over the
Borrower, the Holding Company or any General Partner Pledgor in any such action
or proceeding may be obtained within or without the jurisdiction of any court
located in The Commonwealth of Massachusetts and that any process or notice of
motion or other application to any such court in connection with any such action
or proceeding may be served upon the Borrower, the Holding Company and any
General Partner Pledgor by registered or certified mail to or by personal
service at the last known address of the Borrower, the Holding Company and such
General Partner Pledgor, whether such address be within or without the
jurisdiction of any such court.

      22. Executive Offices.

            (a) The Borrower shall not (i) change the location of its chief
      executive offices or sole place of business from the location as of the
      date hereof or remove its books and records from such location, or (ii)
      change its name, identity or structure if, in either case, such change is
      prohibited by the Loan Agreement.

            (b) The Holding Company shall not (i) change the location of its
      chief executive offices or sole place of business from the location as of
      the date hereof or remove its books and records from such location, or
      (ii) change its name, identity or structure if, in either case, such
      change is prohibited by the Loan Agreement.

            (c) No General Partner Pledgor shall (i) change the location of its
      chief executive offices or sole place of business from the location as of
      the date hereof or remove its books and records from such location, or
      (ii) change its name, identity or structure if, in either case, such
      change is prohibited by the Loan Agreement.


                                      -21-
<PAGE>

      23. Notices. Notices by Agent to the Borrower, the Holding Company and the
General Partner Pledgors, to be effective, shall be in writing and shall be
hand-delivered or sent by Federal Express, or other reputable national overnight
courier service, or by postage pre-paid registered or certified mail, return
receipt requested, addressed to the Borrower, the Holding Company or the General
Partner Pledgors at their address set forth below their signatures hereto, with
a copy in each instance to Rosenman & Colin LLP at the address set forth in
Section 14.1 of the Loan Agreement, and shall be deemed to have been duly given
or made (a) when delivered if hand-delivered or sent by Federal Express, or
other reputable national overnight courier service, or (b) when delivered if
sent by registered or certified mail. Any communications by the Borrower, the
Holding Company or any General Partner Pledgor to Agent may be given in any
manner set forth in the immediately preceding sentence, with a copy to Riemer &
Braunstein LLP, Attention: Steven J. Weinstein, Esq., to the addresses set forth
in Section14.1 of the Loan Agreement.

      24. Entire Understanding. Agent acknowledges that this Pledge Agreement,
the Note, the Guaranty and the other Loan Documents and Security Documents set
forth the entire agreement and understanding of Agent, the Borrower, the Holding
Company and the General Partner Pledgors with respect to the Loan and that no
oral or other agreements, understanding, representation or warranties exist with
respect to the Loan, other than those set forth in this Pledge Agreement, the
Note, the Guaranty and the other Loan Documents.

      25. Counterpart Signatures. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument.

                            [SIGNATURE PAGES FOLLOW]


                                      -22-
<PAGE>

      IN WITNESS WHEREOF, the undersigned has caused this Pledge Agreement to be
duly executed and delivered as of the date first above written.

BORROWER:                             THE NEWKIRK MASTER LIMITED PARTNERSHIP,
                                      A Delaware limited partnership

                                      By: MLP GP LLC, its General Partner

                                      By: Newkirk MLP Corp., its Manager

                                      By: /s/ Lara Sweeney
                                          -----------------------------------
                                          Lara Sweeney, Senior Vice President


                                      Addresses:

                                      1.   Chief Executive Office:
                                           c/o First Winthrop Corporation
                                           7 Bulfinch Place, Suite 500
                                           Boston, Massachusetts 02114

                                      2.   Principal Place of Business:
                                           c/o First Winthrop Corporation
                                           7 Bulfinch Place, Suite 500
                                           Boston, Massachusetts 02114


HOLDING COMPANY:                      NEWKIRK GP HOLDING LLC,
                                      A Delaware limited liability company

                                      By: MLP Manager Corp., its Manager

                                      By: /s/ Lara Sweeney
                                          -----------------------------------
                                          Lara Sweeney, Senior Vice President

GENERAL PARTNER
PLEDGORS:                             Newkirk 21 AT GP LLC
                                      Newkirk Alake GP LLC
                                      Newkirk Albeau GP LLC
                                      Newkirk Allia GP LLC
                                      Newkirk Ateb GP LLC
                                      Newkirk Avrem GP LLC
                                      Newkirk Basot GP LLC
                                      Newkirk Bedcar GP LLC
                                      Newkirk Boford GP LLC
                                      Newkirk Calcraf GP LLC
                                      Newkirk Carlane GP LLC
                                      Newkirk Crostex GP LLC
                                      Newkirk Croydon GP LLC
                                      Newkirk Dautec GP LLC
                                      Newkirk Denport GP LLC


                                      -23-
<PAGE>

                                      Newkirk Denville GP LLC
                                      Newkirk Feddata GP LLC
                                      Newkirk Flamont GP LLC
                                      Newkirk Gersant GP LLC
                                      Newkirk Hazelport GP LLC
                                      Newkirk Jackson Street GP LLC
                                      Newkirk Jaclane GP LLC
                                      Newkirk Jacway GP LLC
                                      Newkirk Johab GP LLC
                                      Newkirk Kalan GP LLC
                                      Newkirk Lando GP LLC
                                      Newkirk Lanmar GP LLC
                                      Newkirk Larloosa GP LLC
                                      Newkirk Leyden GP LLC
                                      Newkirk Liroc GP LLC
                                      Newkirk Marbax GP LLC
                                      Newkirk Martall GP LLC
                                      Newkirk Mesa GP LLC
                                      Newkirk Midlem GP LLC
                                      Newkirk Montal GP LLC
                                      Newkirk Nevit GP LLC
                                      Newkirk Newal GP LLC
                                      Newkirk Pinmar GP LLC
                                      Newkirk Pinole GP LLC
                                      Newkirk Porto GP LLC
                                      Newkirk Renlake GP LLC
                                      Newkirk Sandnord GP LLC
                                      Newkirk Santex GP LLC
                                      Newkirk Segair GP LLC
                                      Newkirk Seguine GP LLC
                                      Newkirk Silward GP LLC
                                      Newkirk Skoob GP LLC
                                      Newkirk Spokmont GP LLC
                                      Newkirk Vegpow GP LLC
                                      Newkirk Vegrouge GP LLC
                                      Newkirk Walando GP LLC
                                      Newkirk Walmad GP LLC
                                      Newkirk Walstaff GP LLC
                                      Newkirk Washtex GP LLC

                                      Each, a Delaware limited liability company

                                      By: MLP Manager Corp., their Manager

                                      By: /s/ Lara Sweeney
                                          -----------------------------------
                                          Lara Sweeney, Senior Vice President


                                      -24-
<PAGE>

                                      Addresses:

                                      1.   Chief Executive Office:
                                           c/o First Winthrop Corporation
                                           7 Bulfinch Place, Suite 500
                                           Boston, Massachusetts 02114

                                      2.   Principal Place of Business:
                                           c/o First Winthrop Corporation
                                           7 Bulfinch Place, Suite 500
                                           Boston, Massachusetts 02114


AGENT:                                FLEET NATIONAL BANK,
                                      A national banking association

                                      By: /s/ Scott C. Dow
                                          -----------------------------------
                                          Scott C. Dow
                                          duly authorized


                                      -25-
<PAGE>

                                                                      SCHEDULE 1
                                                                       To Pledge
                                                                       Agreement

                            GENERAL PARTNER PLEDGORS

         1.       Newkirk 21 AT GP LLC

         2.       Newkirk Alake GP LLC

         3.       Newkirk Albeau GP LLC

         4.       Newkirk Allia GP LLC

         5.       Newkirk Ateb GP LLC

         6.       Newkirk Avrem GP LLC

         7.       Newkirk Basot GP LLC

         8.       Newkirk Bedcar GP LLC

         9.       Newkirk Boford GP LLC

         10.      Newkirk Calcraf GP LLC

         11.      Newkirk Carlane GP LLC

         12.      Newkirk Crostex GP LLC

         13.      Newkirk Croydon GP LLC

         14.      Newkirk Dautec GP LLC

         15.      Newkirk Denport GP LLC

         16.      Newkirk Denville GP LLC

         17.      Newkirk Feddata GP LLC

         18.      Newkirk Flamont GP LLC

         19.      Newkirk Gersant GP LLC

         20.      Newkirk Hazelport GP LLC

         21.      Newkirk Jackson Street GP LLC

         22.      Newkirk Jaclane GP LLC

         23.      Newkirk Jacway GP LLC


                                      -26-
<PAGE>

         24.      Newkirk Johab GP LLC

         25.      Newkirk Kalan GP LLC

         26.      Newkirk Lando GP LLC

         27.      Newkirk Lanmar GP LLC

         28.      Newkirk Larloosa GP LLC

         29.      Newkirk Leyden GP LLC

         30.      Newkirk Liroc GP LLC

         31.      Newkirk Marbax GP LLC

         32.      Newkirk Martall GP LLC

         33.      Newkirk Mesa GP LLC

         34.      Newkirk Midlem GP LLC

         35.      Newkirk Montal GP LLC

         36.      Newkirk Nevit GP LLC

         37.      Newkirk Newal GP LLC

         38.      Newkirk Pinmar GP LLC

         39.      Newkirk Pinole GP LLC

         40.      Newkirk Porto GP LLC

         41.      Newkirk Renlake GP LLC

         42.      Newkirk Sandnord GP LLC

         43.      Newkirk Santex GP LLC

         44.      Newkirk Segair GP LLC

         45.      Newkirk Seguine GP LLC

         46.      Newkirk Silward GP LLC

         47.      Newkirk Skoob GP LLC

         48.      Newkirk Spokmont GP LLC

         49.      Newkirk Vegpow GP LLC

         50.      Newkirk Vegrouge GP LLC


                                      -27-
<PAGE>

         51.      Newkirk Walando GP LLC

         52.      Newkirk Walmad GP LLC

         53.      Newkirk Walstaff GP LLC

         54.      Newkirk Washtex GP LLC


                                      -28-
<PAGE>

                                                                      SCHEDULE 2
                                                                       To Pledge
                                                                       Agreement

                       PARTICIPATING LIMITED PARTNERSHIPS

         1.       Newkirk 21 AT L.P.
                  General Partner Pledgor: Newkirk 21 AT GP LLC

         2.       Newkirk Alake L.P.
                  General Partner Pledgor: Newkirk Alake GP LLC

         3.       Newkirk Albeau L.P.
                  General Partner Pledgor: Newkirk Albeau GP LLC

         4.       Newkirk Allia L.P.
                  General Partner Pledgor: Newkirk Allia GP LLC

         5.       Newkirk Ateb L.P.
                  General Partner Pledgor: Newkirk Ateb GP LLC

         6.       Newkirk Avrem L.P.
                  General Partner Pledgor: Newkirk Avrem GP LLC

         7.       Newkirk Basot L.P.
                  General Partner Pledgor: Newkirk Basot GP LLC

         8.       Newkirk Bedcar L.P.
                  General Partner Pledgor: Newkirk Bedcar GP LLC

         9.       Newkirk Boford L.P.
                  General Partner Pledgor: Newkirk Boford GP LLC

         10.      Newkirk Carlane L.P.
                  General Partner Pledgor: Newkirk Calane GP LLC

         11.      Newkirk Calcraf L.P.
                  General Partner Pledgor: Newkirk Calcraf GP LLC

         12.      Newkirk Crostex L.P.
                  General Partner Pledgor: Newkirk Crostex GP LLC

         13.      Newkirk Croydon L.P.
                  General Partner Pledgor: Newkirk Croydon GP LLC

         14.      Newkirk Dautec L.P.
                  General Partner Pledgor: Newkirk Dautec GP LLC

         15.      Newkirk Denport L.P.
                  General Partner Pledgor: Newkirk Denport GP LLC


                                      -29-
<PAGE>

         16.      Newkirk Denville L.P.
                  General Partner Pledgor: Newkirk Denville GP LLC

         17.      Newkirk Feddata L.P.
                  General Partner Pledgor: Newkirk Feddata GP LLC

         18.      Newkirk Flamont L.P.
                  General Partner Pledgor: Newkirk Flamont GP LLC

         19.      Newkirk Gersant L.P.
                  General Partner Pledgor: Newkirk Gersant GP LLC

         20.      Newkirk Hazelport L.P.
                  General Partner Pledgor: Newkirk Hazelport GP LLC

         21.      Newkirk Jackson Street L.P.
                  General Partner Pledgor: Newkirk Jackson Street GP LLC

         22.      Newkirk Jaclane L.P.
                  General Partner Pledgor: Newkirk Jaclane GP LLC

         23.      Newkirk Jacway L.P.
                  General Partner Pledgor: Newkirk Jacway GP LLC

         24.      Newkirk Johab L.P.
                  General Partner Pledgor: Newkirk Johab GP LLC

         25.      Newkirk Kalan L.P.
                  General Partner Pledgor: Newkirk Kalan GP LLC

         26.      Newkirk Lando L.P.
                  General Partner Pledgor: Newkirk Lando GP LLC

         27.      Newkirk Lanmar L.P.
                  General Partner Pledgor: Newkirk Lanmar GP LLC

         28.      Newkirk Larloosa L.P.
                  General Partner Pledgor: Newkirk Larloosa GP LLC

         29.      Newkirk Leyden L.P.
                  General Partner Pledgor: Newkirk Leyden GP LLC

         30.      Newkirk Liroc L.P.
                  General Partner Pledgor: Newkirk Liroc GP LLC

         31.      Newkirk Marbax L.P.
                  General Partner Pledgor: Newkirk Marbax GP LLC

         32.      Newkirk Martall L.P.
                  General Partner Pledgor: Newkirk Martall GP LLC

         33.      Newkirk Mesa L.P.
                  General Partner Pledgor: Newkirk Mesa GP LLC


                                      -30-
<PAGE>

         34.      Newkirk Midlem L.P.
                  General Partner Pledgor: Newkirk Midlem GP LLC

         35.      Newkirk Montal L.P.
                  General Partner Pledgor: Newkirk Montal GP LLC

         36.      Newkirk Nevit L.P.
                  General Partner Pledgor: Newkirk Nevit GP LLC

         37.      Newkirk Newal L.P.
                  General Partner Pledgor: Newkirk Newal GP LLC

         38.      Newkirk Pinmar L.P.
                  General Partner Pledgor: Newkirk Pinmar GP LLC

         39.      Newkirk Pinole L.P.
                  General Partner Pledgor: Newkirk Pinole GP LLC

         40.      Newkirk Porto L.P.
                  General Partner Pledgor: Newkirk Porto GP LLC

         41.      Newkirk Renlake L.P.
                  General Partner Pledgor: Newkirk Renlake GP LLC

         42.      Newkirk Sandnord L.P.
                  General Partner Pledgor: Newkirk Sandnord GP LLC

         43.      Newkirk Santex L.P.
                  General Partner Pledgor: Newkirk Santex GP LLC

         44.      Newkirk Segair L.P.
                  General Partner Pledgor: Newkirk Segair GP LLC

         45.      Newkirk Seguine L.P.
                  General Partner Pledgor: Newkirk Seguine GP LLC

         46.      Newkirk Silward L.P.
                  General Partner Pledgor: Newkirk Silward GP LLC

         47.      Newkirk Skoob L.P.
                  General Partner Pledgor: Newkirk Skoob GP LLC

         48.      Newkirk Spokmont L.P.
                  General Partner Pledgor: Newkirk Spokmont GP LLC

         49.      Newkirk Vegpow L.P.
                  General Partner Pledgor: Newkirk Vegpow GP LLC

         50.      Newkirk Vegrouge L.P.
                  General Partner Pledgor: Newkirk Vegrouge GP LLC

         51.      Newkirk Walando L.P.
                  General Partner Pledgor: Newkirk Walando GP LLC


                                      -31-
<PAGE>

         52.      Newkirk Walmad L.P.
                  General Partner Pledgor: Newkirk Walmad GP LLC

         53.      Newkirk Walstaff L.P.
                  General Partner Pledgor: Newkirk Walstaff GP LLC

         54.      Newkirk Washtex L.P.
                  General Partner Pledgor: Newkirk Washtex GP LLC


                                      -32-
<PAGE>

                                                                      SCHEDULE 3
                                                                       To Pledge
                                                                       Agreement

<TABLE>
<CAPTION>
                                  Issuer of                                        Series of        Percentage
 Holder of Pledged                 Pledged              Type of                   Membership            of
     Interests                    Interest              Interest                   Interest           Issued
                                                                                                     Interests
<S>                              <C>                   <C>                        <C>                 <C>
The Newkirk Master               Newkirk GP            Membership                 Series 21 AT        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Alake        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Albeau       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Allia        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                  Series Ateb        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Avrem        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Basot        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Bedcar       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Boford       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Calcraf       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Carlane       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Crostex       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Croydon       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Dautec       100.0%
Limited Partnership              Holding LLC
</TABLE>


                                      -33-
<PAGE>

<TABLE>
<S>                              <C>                   <C>                        <C>                 <C>
The Newkirk Master               Newkirk GP            Membership                Series Denport       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Denville      100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Feddata       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Flamont       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Gersant       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership               Series Hazelport      100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Jackson       100.0%
Limited Partnership              Holding LLC                                         Street

The Newkirk Master               Newkirk GP            Membership                Series Jaclane       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Jacway       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Johab        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Kalan        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Lando        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Lanmar       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Larloosa      100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Leyden       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Liroc        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Marbax       100.0%
Limited Partnership              Holding LLC
</TABLE>


                                      -34-
<PAGE>

<TABLE>
<S>                              <C>                   <C>                        <C>                 <C>
The Newkirk Master               Newkirk GP            Membership                Series Martall       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                  Series Mesa        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Midlem       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Montal       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Nevit        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Newal        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Pinmar       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Pinole       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Porto        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Renlake       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Sandnord      100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Santex       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Segair       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Seguine       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Silward       100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                 Series Skoob        100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP            Membership                Series Spokmont      100.0%
Limited Partnership              Holding LLC
</TABLE>


                                      -35-
<PAGE>

<TABLE>
<S>                              <C>                   <C>                        <C>                 <C>
The Newkirk Master               Newkirk GP                 Membership      Series Vegpow             100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP                 Membership      Series Vegrouge           100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP                 Membership      Series Walando            100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP                 Membership      Series Walmad             100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP                 Membership      Series Walstaff           100.0%
Limited Partnership              Holding LLC

The Newkirk Master               Newkirk GP                 Membership      Series Washtex            100.0%
Limited Partnership              Holding LLC
</TABLE>


                                      -36-