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                                 LOAN AGREEMENT

                          Dated as of February 27, 2003



                                     Between

                                   FLIK, INC.,
                                  as Borrower,



                               EPT DOWNREIT, INC.,
                                  as Indemnitor



                                       and


                          SECORE FINANCIAL CORPORATION,
                                    as Lender


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                                Table of Contents

                                                                         Page



I.   DEFINITIONS; PRINCIPLES OF CONSTRUCTION...................................1

     Section 1.1     Definitions...............................................1

     Section 1.2     Principles of Construction...............................24

II.  GENERAL TERMS............................................................24

     Section 2.1     Loan Commitment; Disbursement to Borrower................24

     Section 2.2     Interest; Loan Payments; Late Payment Charge.............25

     Section 2.3     Prepayments..............................................27

     Section 2.4     Defeasance...............................................28

     Section 2.5     Release of Property......................................31

     Section 2.6     Manner of Making Payments; Cash Management...............33

     Section 2.7     Property Transfers.......................................34

III. CONDITIONS PRECEDENT.....................................................35

     Section 3.1     Conditions Precedent to Closing..........................35

IV.  REPRESENTATIONS AND WARRANTIES...........................................40

     Section 4.1     Borrower Representations.................................40

V.   BORROWER COVENANTS.......................................................55

     Section 5.1     Affirmative Covenants....................................55

     Section 5.2     Negative Covenants.......................................67

VI.  INSURANCE; CASUALTY;CONDEMNATION.........................................70

     Section 6.1     Insurance................................................70

     Section 6.2     Casualty.................................................74

     Section 6.3     Condemnation.............................................75

     Section 6.4     Restoration..............................................75

VII. RESERVE ACCOUNTS.........................................................80

     Section 7.1     Tax and Insurance Escrow Account.........................80

     Section 7.2     Replacements and Replacement Reserve.....................81

     Section 7.3     Ground Lease Reserve Account.............................86

     Section 7.4     [Intentionally Omitted]..................................87

     Section 7.5     [Intentionally Omitted]..................................87

     Section 7.6     Accounts Generally.......................................87

VIII.DEFAULTS.................................................................87

     Section 8.1     Event of Default.........................................87

     Section 8.2     Remedies.................................................89

     Section 8.3     Remedies Cumulative; Waivers.............................91

     Section 8.4     Application of Payments after an Event of Default........91

IX.  SPECIAL PROVISIONS.......................................................91

     Section 9.1     Sale of Notes and Securitization.........................91

     Section 9.2     Securitization Indemnification...........................92

     Section 9.3     Rating Surveillance......................................96

     Section 9.4     Exculpation..............................................96

     Section 9.5     Satisfaction of Obligations by Master Tenants............98

     Section 9.6     Servicer.................................................98

X.   MISCELLANEOUS............................................................98

     Section 10.1    Survivial................................................98

     Section 10.2    Lender's Discretion......................................98

     Section 10.3    Governing Law............................................99

     Section 10.4    Modification, Waiver in Writing.........................100

     Section 10.5    Delay Not a Waiver......................................100

     Section 10.6    Notices.................................................101

     Section 10.7    Trial by Jury...........................................102

     Section 10.8    Headings................................................102

     Section 10.9    Severability............................................102

     Section 10.10   Preferences.............................................103

     Section 10.11   Waiver of Notice........................................103

     Section 10.12   Remedies of Borrower....................................103

     Section 10.13   Expenses; Indemnity.....................................103

     Section 10.14   Schedules Incorporated..................................104

     Section 10.15   Offsets; Counterclaims and Defenses.....................104

     Section 10.16   No Joint Venture or Partnership; No
                      Third Party Beneficiaries..............................105

     Section 10.17   Publicity...............................................105

     Section 10.18   Cross-Default; Cross-Collateralization;
                       Waiver of Marshalling of Assets.......................105

     Section 10.19   Waiver of Counterclaim..................................106

     Section 10.20   Conflict; Construction of Documents; Reliance...........106

     Section 10.21   Brokers and Financial Advisors..........................106

     Section 10.22   Prior Agreements........................................107

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                                    SCHEDULES
                                    ---------


Schedule I        -        Properties

Schedule II       -        Additional Leases

Schedule III      -        Monthly Principal Payment Amount

Schedule IV       -        Certain Alterations

Schedule V        -        Allocated Amounts

Schedule VI       -        Litigation


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                                 LOAN AGREEMENT


          THIS  LOAN  AGREEMENT,  dated as of  February  27,  2003 (as  amended,
restated,  replaced,  supplemented or otherwise modified from time to time, this
"Agreement"),  between SECORE FINANCIAL CORPORATION, a Pennsylvania corporation,
having an address at 1620 L Street, NW, Suite 950, Washington, DC (together with
its  successors  and assigns,  "Lender"),  FLIK,  INC., a Delaware  corporation,
having an address at 30 Pershing Road,  Suite 201,  Kansas City,  Missouri 64108
("Borrower"), and EPT DOWNREIT, INC., a Missouri corporation,  having an address
at 30 Pershing Road, Suite 201, Kansas City, Missouri 64108 ("Indemnitor").

                              W I T N E S S E T H:

          WHEREAS,  Borrower desires to obtain the Loan (as hereinafter defined)
from Lender; and

          WHEREAS,  Lender is willing to make the Loan to  Borrower,  subject to
and in accordance  with the terms of this Agreement and the other Loan Documents
(as hereinafter defined).

          NOW THEREFORE,  in  consideration  of the making of the Loan by Lender
and the covenants, agreements,  representations and warranties set forth in this
Agreement,  the parties hereto hereby covenant,  agree, represent and warrant as
follows:

          I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

          Section 1.1 Definitions.

          For all  purposes of this  Agreement,  except as  otherwise  expressly
required or unless the context clearly indicates a contrary intent:

          "Additional  Insolvency  Opinion"  shall have the meaning set forth in
Section 4.1.30.

          "Adjusted  Release  Amount"  shall mean,  for each Partial  Defeasance
Property,  one hundred twenty-five percent (125%) of the Pro-Rata Release Amount
applicable  to  such  Partial  Defeasance  Property  immediately  prior  to  its
permitted release.

          "Affiliate"  shall mean,  as to any  Person,  any other  Person  that,
directly or  indirectly,  is in Control of, is  Controlled by or is under common
Control  with such  Person or is a director  or officer of such  Person or of an
Affiliate of such Person.

          "Affiliated Loans" shall mean a loan made by Lender to an Affiliate of
Borrower or any guarantor.

          "Agent"  shall mean  Wachovia or any  successor  Eligible  Institution
acting as Agent under the Cash Management Agreement.

          "Allocated  Loan  Amount"  shall mean for an  Individual  Property the
amount set forth on Schedule V hereto.

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

          "Alteration"  shall  mean any  demolition,  alteration,  installation,
improvement or expansion of or to any Individual Property.

          "AMC"  shall  mean  American  Multi-Cinema,  Inc.,  together  with its
successors and assigns.

          "AMC Louisiana Option  Agreements"  shall mean,  collectively (a) that
certain Option  Agreement  relating to the AMC Louisiana Option Property located
in Hammond,  Louisiana, dated as of March 9, 2002, between EPT Gulf States, LLC,
a  predecessor-in-interest  to Borrower,  and AMC,  and (b) that certain  Option
Agreement  relating  to the AMC  Louisiana  Option  Property  located  in Houma,
Louisiana,  dated  as of  March  9,  2002,  between  EPT  Gulf  States,  LLC,  a
predecessor-in-interest to Borrower, and AMC.

          "AMC Louisiana Option Properties" shall mean the Individual Properties
located in Hammond, Louisiana and Houma, Louisiana.

          "AMC Louisiana  Option" shall mean the option contained in each of the
AMC Louisiana  Option  Agreements,  pursuant to which option AMC is permitted to
cause  Borrower to sell its  interest in the  applicable  AMC  Louisiana  Option
Property to AMC or an unrelated third party in the event that, during the period
from March 15, 2005 to March 31, 2022, AMC intends to discontinue its operations
at such Individual Property.

          "AMC Prohibition  Master Leases" shall mean the Master Leases relating
to the AMC Prohibition Individual Properties.

          "AMC  Prohibition  Individual  Properties"  shall mean the  Individual
Properties located in Hammond, Louisiana; Houma, Louisiana;  Harahan, Louisiana;
San  Diego,  California;  Livonia,  Michigan;  Metaire,  Louisiana;  Alexandria,
Virginia and Sterling Heights, Michigan.

          "AMC  Prohibition  Purchase Option" shall mean the option contained in
each of the AMC  Prohibition  Master  Leases,  pursuant  to which  option AMC is
permitted to purchase  Borrower's  interest in the  applicable  AMC  Prohibition
Individual  Property  upon the  occurrence of a  "Prohibition"  (as such term is
defined in each such Master Lease).

          "Annual Budget" shall mean the operating budget, including all planned
capital expenditures, for the Properties prepared by Borrower for the applicable
Fiscal Year or other period.

          "Applicable  Interest  Rate" shall mean the following  rates per annum
with respect to the  corresponding  Components  comprising the Note as set forth
below:

                   Component A-1             4.260% per annum
                   Component A-2             5.265% per annum
                   Component B               5.755% per annum
                   Component C               6.244% per annum
                   Component D               6.732% per annum
                   Component E               7.947% per annum.
                   Component F               9.012% per annum.

          "Approved  Annual  Budget" shall have the meaning set forth in Section
5.1.11(d).

          "Approved  Appraisal"  shall mean an MAI  appraisal of the  applicable
Individual  Property  prepared by an  appraiser  satisfactory  to Lender and the
applicable  Rating  Agencies  that  is no more  than  one  (1)  year  old and is
otherwise satisfactory in form and substance to Lender and the applicable Rating
Agencies.

          "Assignment  of  Contracts"  shall mean that  certain  first  priority
Collateral Assignment of Contracts,  Licenses, Permits,  Agreements,  Warranties
and  Approvals,  dated as of the date hereof,  from  Borrower,  as assignor,  to
Lender,  as assignee,  assigning to Lender all of Borrower's  interest in and to
certain  contracts,  licenses,  permits,  agreements,  warranties  and approvals
relating  to the  Properties,  as  security  for the  Loan,  as the  same may be
amended,  restated,  replaced,  supplemented or otherwise  modified from time to
time.

          "Assignment  of Leases"  shall mean,  with respect to each  Individual
Property,  that certain first priority  Assignment of Leases and Rents, dated as
of the date  hereof,  from  Borrower,  as  assignor,  to  Lender,  as  assignee,
assigning to Lender all of Borrower's interest in and to the Leases and Rents of
such  Individual  Property as security for the Loan, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.

          "Association"  shall mean the "Association" as such term is defined in
the Declaration.

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

          "Basic  Carrying  Costs" shall mean,  with respect to each  Individual
Property,  the  sum of the  following  costs  associated  with  such  Individual
Property  for the  relevant  Fiscal  Year or payment  period:  (i)  Taxes,  (ii)
Insurance Premiums and (iii) Ground Rents.

          "Borrower"  shall mean Flik,  Inc.,  together with its  successors and
assigns permitted under the Loan Documents.

          "Borrower Unit" shall mean,  collectively,  any and all Units owned in
fee by the Borrower.

          "Business  Day"  shall  mean any day other  than (a) a  Saturday  or a
Sunday, or (b) any other day on which federally insured depository  institutions
in (i) the State of New York,  (ii) the State of California,  or (iii) the state
or states in which the  relevant  offices of the Servicer are located (as of the
Closing Date,  the States of North  Carolina and  Illinois),  are  authorized or
obligated by law, governmental decree or executive order to be closed.

          "By-Laws"  shall mean the by-laws  governing the  Condominium,  as the
same may be  amended,  modified  or  replaced  from  time to time in  accordance
herewith.

          "Capital Expenditures" shall mean, for any period, the amount expended
for  Replacements  and other items  capitalized  under GAAP  (including  leasing
commissions and tenant improvements).

          "Cash  Management  Agreement"  shall mean that certain Cash Management
Agreement by and among Borrower,  Agent and Lender,  as the same may be amended,
restated,  replaced,  supplemented  or  otherwise  modified  from  time to time,
relating to funds deposited in the Lockbox  Account,  the Loss Proceeds  Account
and the Reserve Accounts.

          "Casualty" shall have the meaning specified in Section 6.2 hereof.

          "Casualty  Consultant"  shall  have the  meaning  set forth in Section
6.4(b)(iii) hereof.

          "Casualty  Retainage"  shall  have the  meaning  set forth in  Section
6.4(b)(iv) hereof.

          "Certificateholders"  means,  collectively,  any holders of any senior
and/or  subordinate  notes,  debentures or pass-through  certificates,  or other
evidence of indebtedness,  or debt or equity  securities,  or any combination of
the  foregoing,  representing  a direct or beneficial  interest,  in whole or in
part, in the Loan.

          "Change of  Control"  shall mean (a) the  failure  of  Borrower  to be
Controlled   by  one  or   more   Qualified   Equityholders   (individually   or
collectively),  or (ii) a pledge of any direct or  indirect  equity  interest in
Borrower,  the  foreclosure  on which would result in a Change of Control  under
clause (i). For the  avoidance of doubt,  no transfer or issuance of a direct or
indirect  equity  interest in any  Qualified  Equityholder  shall  constitute  a
"Change of Control" for purposes hereof.

          "Clearview  Ground Lease" shall mean,  with respect to the  Individual
Property  located in  Metaire,  Louisiana,  that  certain  Lease by and  between
Richards   Clearview,    as   landlord,   and   Clearview   Theatres,    L.L.C.,
predecessor-in-interest to Borrower, as tenant, dated as of December 6, 1999, as
the same may have been and may  hereafter  be  amended,  restated  or  otherwise
modified.

          "Clearview  Fee  Mortgages"  means,  collectively,  (a)  that  certain
Collateral  Mortgage And  Assignment of Leases and Rents,  dated as of March 30,
1998, from Richards  Clearview for the benefit of Whitney National Bank, and (b)
that certain  Collateral  Mortgage  With Act of  Assignment of Leases and Rents,
dated as of  September  20, 2000,  from  Richards  Clearview  for the benefit of
Whitney  National  Bank,  in each case  burdening  the fee  interest of Richards
Clearview in the Individual Property located in Metairie, Louisiana.

          "Clearview SNDA" means that certain Subordination, Non-Disturbance and
Attornment Agreement, dated as of November 17, 2000, between Richards Clearview,
a  predecessor-in-interest  to Borrower,  and Whitney National Bank, pursuant to
which,  among other things,  the Clearview Ground Lease has been subordinated to
the lien of each of the Clearview Fee Mortgages.

          "Closing Date" shall mean the date hereof.

          "Closing  Date  Debt  Service   Coverage   Ratio"  shall  mean  2.05x.

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

          "Common  Elements"  shall  mean  "Common  Elements"  as defined in the
Declaration.

          "Component"  shall  mean,  individually,  any  one of  Component  A-1,
Component  A-2,  Component B, Component C, Component D, Component E or Component
F.

          "Component  A-1"  shall  mean  that  certain  Component  of  the  Note
corresponding to the Securities designated as Class A-1.

          "Component  A-2"  shall  mean  that  certain  Component  of  the  Note
corresponding to the Securities designated as Class A-2.

          "Component   B"  shall  mean  that  certain   Component  of  the  Note
corresponding to the Securities designated as Class B.

          "Component   C"  shall  mean  that  certain   Component  of  the  Note
corresponding to the Securities designated as Class C.

          "Component   D"  shall  mean  that  certain   Component  of  the  Note
corresponding to the Securities designated as Class D.

          "Component   E"  shall  mean  that  certain   Component  of  the  Note
corresponding to the Securities designated as Class E.

          "Component   F"  shall  mean  that  certain   Component  of  the  Note
corresponding to the Securities designated as Class F.

          "Components" shall mean,  collectively,  Component A-1, Component A-2,
Component B, Component C, Component D, Component E and Component F.

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

          "Condominium" shall mean the "Pentagon Centre Condominium"  located in
Livonia, Michigan that is governed by the Declaration.

          "Condominium  Act" shall mean the statutes  governing  condominiums in
the State of Michigan.

          "Condominium Documents" shall mean, collectively, the Declaration, the
By-Laws, any rules and regulations promulgated thereunder, and any and all other
documents and agreements binding upon,  governing or otherwise pertaining to the
Condominium and/or the Association.

          "Control"  of  any  entity  shall  mean  the  ownership,  directly  or
indirectly,  of at least 51% of the  equity  interests  in,  and the right to at
least 51% of the distributions from, such entity and the possession, directly or
indirectly,  of the power to direct or cause the direction of the  management or
policies of such entity,  whether  through the ability to exercise voting power,
by contract or otherwise  ("Controlled" and "Controlling" each have the meanings
correlative thereto).

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

          "Debt" shall mean the outstanding  principal  amount set forth in, and
evidenced by, this Agreement and the Note together with all interest accrued and
unpaid  thereon  and all other sums  (including  any  Prepayment  Charge) due to
Lender in respect of the Loan under the Note, this  Agreement,  the Mortgages or
any other Loan Document.

          "Debt Service" shall mean, with respect to any Test Period,  scheduled
principal  and/or interest  payments under the Note or if a Defeasance Event has
occurred under the Undefeased  Note due and payable on the final Payment Date of
such Test Period.

          "Debt  Service  Coverage  Ratio" shall mean,  with respect to any Test
Period,  the  quotient of (i) Gross  Income  from  Operations  for such  period,
divided by (ii) the Debt Service for such period.

          "Declaration"   shall  mean  that  certain   Master  Deed   (including
Declaration  of  Restrictions),  dated as of December 23, 1996,  relating to the
Condominium,  as amended  by that  certain  First  Amendment  to Master  Deed of
Pentagon Centre Condominium,  dated as of January 2, 1997, as further amended by
that certain  Second  Amendment to Master Deed of Pentagon  Centre  Condominium,
dated as of August 12,  1997,  and as  further  amended  by that  certain  Third
Amendment to Master Deed of Pentagon  Centre  Condominium,  dated as of December
23,  1997,  each as  recorded in the  recording  office for the County of Wayne,
Michigan, as the same may be further amended,  modified or replaced from time to
time in accordance herewith.

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

          "Default Interest" shall mean, with respect to each Component, for the
portion of each Interest  Accrual  Period during which an Event of Default shall
be continuing,  the amount by which interest accrued on amounts owing under such
Component  at its  Default  Rate during such  portion of such  Interest  Accrual
Period  exceeds  the amount of  interest  that would have  accrued  during  such
portion  of such  Interest  Accrual  Period on such  amounts  owing  under  such
Component at its respective Interest Rate.

          "Default Rate" shall mean,  with respect to the Loan (or any Component
thereof), a rate per annum equal to the lesser of (a) the Maximum Legal Rate, or
(b) five percent (5%) above the Applicable Interest Rate.

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

          "Defeasance  Deposit" shall mean an amount sufficient to purchase U.S.
Obligations  that will  provide  for the  payment  of all  Scheduled  Defeasance
Payments as and when due pursuant to Section 2.4.1(b).

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

          "Defeased   Note"   shall  have  the  meaning  set  forth  in  Section
2.4.l(a)(v) hereof.

          "Disbursing  Agent" shall mean Stewart Title  Guaranty  Company or, if
such Person is unable or  unwilling to act in such  capacity,  such other escrow
agent as shall be acceptable to Master Tenant,  Borrower,  Lender and the Rating
Agencies.

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

          "Eligible Account" shall mean (i) a segregated account maintained with
a federal or  state-chartered  depository  institution  or trust  company  which
complies with the definition of Eligible Institution, or (ii) a segregated trust
account or accounts  maintained with the corporate trust department of a federal
depository  institution or state-chartered  depository  institution which has an
investment-grade  rating and is subject to regulations regarding fiduciary funds
on deposit  under,  or similar to,  Title 12 of the Code of Federal  Regulations
Section 9.10(b) which, in either case, has corporate trust powers, acting in its
fiduciary  capacity.  An Eligible Account will not be evidenced by a certificate
of deposit, passbook or other instrument.

          "Eligible  Institution"  shall  mean  an  institution  (i)  whose  (A)
commercial paper,  short-term debt obligations or other short-term  deposits are
rated at  least  A-1,  Prime-1  or F-1,  as  applicable,  by each of the  Rating
Agencies, (B) long-term senior unsecured debt obligations are rated at least AA-
or Aa3,  as  applicable,  by each of the  Rating  Agencies  (or,  in the case of
Wachovia or LaSalle  Bank,  National  Association,  A+ by S&P and AA- or Aa3, as
applicable,  by each of the other Rating Agencies,  so long as it maintains such
ratings),  and (C)  deposits  are insured by the FDIC,  or (ii) with  respect to
which Lender shall have received confirmation in writing from each of the Rating
Agencies to the effect  that such  institution's  being an Eligible  Institution
will not, in and of itself,  result in a downgrade,  withdrawal or qualification
of the initial,  or, if higher, then current ratings assigned in connection with
any Securitization.

          "Environmental  Indemnity" shall mean, with respect to each Individual
Property,  that certain  Environmental and Hazardous  Substance  Indemnification
Agreement  executed by Borrower and  Indemnitor in connection  with the Loan for
the  benefit  of  Lender,  as the  same  may  be  amended,  restated,  replaced,
supplemented or otherwise modified from time to time.

          "ERISA"  shall mean the  Employee  Retirement  Income  Security Act of
1974, as amended.

          "Escrow  Period" shall mean any period (A) from (i) the  conclusion of
any Test Period  during which Net Operating  Income is less than the  applicable
Escrow Period  Calculated  NOI, to (ii) the  conclusion of the second of any two
Test Periods ending in consecutive  Fiscal  Quarters  thereafter  during each of
which Test  Periods Net  Operating  Income is at least  equal to the  applicable
Escrow  Period  Calculated  NOI,  or (B)  during  which an Event of  Default  is
continuing.

          "Escrow Period  Calculated  NOI" shall mean, for any Test Period,  the
sum  of the  Allocated  Closing  Date  NOI  figures  set  forth  on  Schedule  V
corresponding  to the Individual  Properties that are subject to the Lien of the
Mortgages as of the last date of such Test Period.

          "Estoppel  Indemnity  Agreement"  shall  mean  that  certain  Estoppel
Indemnity  Agreement,  dated  as of the date  hereof,  from  Indemnitor  for the
benefit of Lender,  entered into in connection with the origination of the Loan,
as the  same may be  amended,  restated,  replaced,  supplemented  or  otherwise
modified from time to time.

          "Event of Default"  shall have the meaning set forth in Section 8.1(a)
hereof.

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

          "Exchange  Act  Filing"  shall have the  meaning  set forth in Section
5.1.11(i).

          "Extraordinary  Expense"  shall have the  meaning set forth in Section
5.1.11(e) hereof.

          "Fiscal Quarter" shall mean each three (3) month period  commencing on
January 1 and ending on March 31,  commencing  on April 1 and ending on June 30,
commencing on July 1 and ending on September 30, and commencing on October 1 and
ending on December 31, in each case, during each year of the term of the Loan.

          "Fiscal  Year" shall mean each twelve (12) month period  commencing on
January 1 and ending on December 31 during each year of the term of the Loan.

          "Fitch" shall mean means Fitch, Inc. and its successors.

          "GAAP" shall mean  generally  accepted  accounting  principles  in the
United States of America as of the date of the applicable financial report.

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

          "Gross  Income  from  Operations"  shall  mean,  for any  period,  all
operating income of Borrower from the Properties during such period,  determined
in accordance with GAAP (but without  straight-lining of rents),  other than (i)
Insurance  Proceeds and Awards (but  Operating  Income will include  rental loss
Insurance  Proceeds to the extent  allocable to such  period),  (ii) any revenue
attributable  to a Lease to the extent it is paid more than 30 days prior to the
due  date,  (iii) any  interest  income  from any  source,  (iv) any  repayments
received  from any third  party of  principal  loaned or  advanced to such third
party by Borrower,  (v) any proceeds  resulting  from the Transfer of all or any
portion of any of the Properties,  (vi) sales,  use and occupancy or other taxes
on  receipts  required  to be  accounted  for by  Borrower  to any  Governmental
Authority, and (vii) any other extraordinary or non-recurring items.

          "Ground Lease  Property"  shall mean the real property  demised by the
Ground Leases.

          "Ground  Lease  Reserve  Account"  shall have the meaning set forth in
Section 7.3.1.

          "Ground Leases" shall mean,  collectively,  the Clearview Ground Lease
and the Hoffman Ground

Lease.

          "Ground Rents" shall have the meaning set forth in Section 7.3.1.

          "Hoffman  Ground  Lease" shall mean,  with  respect to the  Individual
Property  located in  Alexandria,  Virginia,  that certain  Lease by and between
Hoffman  Family,  L.L.C.,  as  landlord,  and  AMC,  predecessor-in-interest  to
Borrower,  as tenant,  dated as of September 30, 1998, as the same may have been
and may hereafter be amended, restated or otherwise modified.

          "Improvements" shall have the meaning set forth in the granting clause
of the related Mortgage with respect to each Individual Property.

          "Indebtedness"  of a Person,  at a particular date, shall mean the sum
(without  duplication) at such date of (a) all indebtedness or liability of such
Person,  including,  but  not  limited  to,  amounts  for  borrowed  money;  (b)
obligations evidenced by bonds, debentures, notes, or other similar instruments;
(c)  obligations  for the  deferred  purchase  price  of  property  or  services
(including  trade  obligations);  (d) obligations  under letters of credit;  (e)
obligations under acceptance facilities; (f) all guaranties, endorsements (other
than for  collection  or deposit in the ordinary  course of business)  and other
contingent  obligations  to purchase,  to provide  funds for payment,  to supply
funds,  to invest in any Person or  entity,  or  otherwise  to assure a creditor
against  loss;  and (g)  obligations  secured by any  Liens,  whether or not the
obligations have been assumed.

          "Indemnified  Person"  shall  have the  meaning  set forth in  Section
9.2(h).

          "Indemnitor"  shall mean EPT DownREIT,  Inc., a Missouri  corporation,
together with is successors and assigns.

          "Indemnitor  Estoppel" shall mean that certain  Estoppel  Certificate,
dated as of the date hereof, from Indemnitor for the benefit of Lender, relating
to certain reciprocal easement  agreements  affecting certain of the Properties,
as the  same may be  amended,  restated,  replaced,  supplemented  or  otherwise
modified from time to time.

          "Indemnity  Agreement"  shall mean that certain  Indemnity  Agreement,
dated as of the date hereof, from Indemnitor for the benefit of Lender,  entered
into in connection with the origination of the Loan, as the same may be amended,
restated,  replaced,  supplemented  or  otherwise  modified  from  time to time.
"Independent  Director" of any  corporation or limited  liability  company shall
mean a duly  appointed  member of the board of directors or board of managers of
such  corporation  or limited  liability  company  and who is not at the time of
initial  appointment,  or at any time while serving as such director or manager,
and has never  been:  (a) a member,  stockholder,  director,  manager,  officer,
employee,  partner,  attorney or counsel of the Borrower or any Special  Purpose
Equityholder or any of their  respective  stockholders  or Affiliates  (with the
exception of serving as the Independent  Director of an Affiliate of Borrower or
any Special Purpose Equityholder that is not in the direct chain of ownership of
Borrower and that is required by a creditor to be a special  purpose  bankruptcy
remote entity); (b) a creditor,  customer, supplier, service provider (including
provider  of  professional  services)  or other  person who  derives  any of its
purchases or revenues from its activities with the Borrower, any Special Purpose
Equityholder or any of their respective stockholders or Affiliates (other than a
company that routinely provides  professional  independent managers or directors
and which also provides lien search and other similar services to Borrower,  any
Special  Purpose  Equityholder  or  any  of  their  respective  stockholders  or
Affiliates in the ordinary course of business);  (c) a family member of any such
member,  stockholder,  director,  manager, officer, employee, partner, creditor,
customer,   supplier,  service  provider  or  other  person;  or  (d)  a  Person
controlling or under common  control with any of (a), (b) or (c) above.  As used
in this  definition,  the term "control"  shall mean the  possession,  directly,
indirectly  or  otherwise,  of the power to direct  or cause  the  direction  of
management,  policies or activities of a Person,  whether  through  ownership of
voting securities, by contract or otherwise.

          "Individual  Property"  shall mean each parcel of real  property,  the
Improvements  thereon and all personal property owned by Borrower and encumbered
by a  Mortgage,  together  with  all  rights  pertaining  to such  property  and
Improvements,  as more  particularly  described in the Granting  Clauses of each
Mortgage and referred to therein as the "Property".

          "Initial Payment Date" shall mean March 10, 2003.

          "Insolvency Opinion" shall mean that certain non-consolidation opinion
letter  dated the date hereof  delivered by  Sonneneschein,  Nath & Rosenthal in
connection with the Loan.

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

          "Insurance  Proceeds"  shall  have the  meaning  set forth in  Section
6.4(b) hereof.

          "Interest   Accrual   Period"  shall  mean,  in  connection  with  the
calculation  of interest and  principal  accrued  with respect to any  specified
Payment  Date,  the period from the 10th day of the calendar  month  immediately
preceding  such Payment Date to but excluding the 10th day of the calendar month
containing such Payment Date; provided, however, that the first Interest Accrual
Period shall commence on and include the Closing Date.

          "JMA" shall mean JMA Properties,  L.L.C., together with its successors
and assigns.

          "JMA  Exercise  Period"  shall have the  meaning  set forth in Section
5.1.24(a) hereof.

          "JMA Ground Lease" shall mean that certain Net Ground Lease,  dated as
of June 17, 1993,  among Mary K. Rome, Ann K. Stockwell and James  Kinberger III
(now members of JMA),  as landlord,  and a  predecessor-in-interest  to Richards
Clearview,  as tenant,  as amended and  restated by that certain  Amendment  and
Restatement  of Net Ground  Lease,  dated as of November 4, 1999,  in each case,
relating to a portion of the Individual Property located in Metairie, Louisiana,
as the  same may be  amended,  restated,  replaced,  supplemented  or  otherwise
modified from time to time.

          "JMA  Ground  Lease  Estoppel"   shall  mean  that  certain   Estoppel
Certificate,  Non-Disturbance  Agreement and  Guaranty,  dated as of November 4,
1999, among a  predecessor-in-interest  to the Borrower,  Richards Clearview and
JMA.

          "Lease"  shall  mean any  lease,  sublease  or  subsublease,  letting,
license,  concession or other agreement (whether written or oral and whether now
or  hereafter  in effect)  pursuant to which any Person is granted a  possessory
interest  in, or right to use or occupy  all or any  portion of any space in any
Individual  Property of  Borrower,  including,  without  limitation,  the Master
Leases,  and every  modification,  amendment or other agreement relating to such
lease, sublease, subsublease, or other agreement entered into in connection with
such lease, sublease, subsublease, or other agreement and every guarantee of the
performance  and  observance of the  covenants,  conditions and agreements to be
performed and observed by the other party thereto.

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

          "Lender" shall mean Secore  Financial  Corporation,  together with its
successors and assigns.

          "Lender and Goldman Group" shall have the meaning set forth in Section
9.2(b) hereof.

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

          "Licenses" shall have the meaning set forth in Section 4.1.22 hereof.

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

          "Liquidation Fee" shall mean any "Liquidation Fee" (or term of similar
meaning) as defined in the  Servicing  Agreement  in effect with  respect to the
Loan from time to time.

          "Loan" shall mean the Components comprising the loan made by Lender to
Borrower pursuant to this Agreement.

          "Loan  Amount"  shall mean One Hundred  and  Fifty-Five  Million  Five
Hundred Thousand Dollars ($155,500,000).

          "Loan Documents" shall mean,  collectively,  this Agreement, the Note,
the  Mortgages,  the  Assignments  of  Leases,   Assignment  of  Contracts,  the
Environmental  Indemnities,   the  Cash  Management  Agreement,  the  Indemnitor
Estoppel,  the Indemnity  Agreement,  the Estoppel  Indemnity  Agreement and all
other documents executed and/or delivered in connection with the Loan.

          "Lockbox  Account" shall mean,  collectively,  the Eligible Account or
Accounts,  if any,  specified in the Cash  Management  Agreement  for deposit of
Rents and other receipts from the Properties.

          "Loss  Proceeds  Account"  shall have the meaning set forth in Section
6.4(b)(ii) hereof.

          "Master  Leases"  shall mean,  collectively,  (a) that certain  Lease,
dated as of March 9, 2002, between EPT Gulf States, LLC, predecessor-in-interest
to Borrower,  as landlord,  and AMC, as tenant,  with respect to the  Individual
Property known as AMC Clearview Palace 12 located in Metairie, Louisiana (as the
same may have been, or may be,  amended,  restated or otherwise  modified);  (b)
that certain  Lease,  dated as of March 9, 2002,  between EPT Gulf States,  LLC,
predecessor-in-interest  to  Borrower,  as  landlord,  and AMC, as tenant,  with
respect to the  Individual  Property  known as AMC Elmwood  Palace 20 located in
Harahan,  Louisiana (as the same may have been, or may be, amended,  restated or
otherwise  modified);  (c) that  certain  Lease,  dated as of  December 3, 1997,
between A.B. Sterling Heights Limited  Partnership,  predecessor-in-interest  to
Borrower,  as  landlord,  and AMC,  as tenant,  with  respect to the  Individual
Property known as AMC Forum 30 at Gateways located in Sterling Heights, Michigan
(as the same may have been, or may be, amended, restated or otherwise modified);
(d) that certain Lease, dated as of March 9, 2002, between EPT Gulf States, LLC,
predecessor-in-interest  to  Borrower,  as  landlord,  and AMC, as tenant,  with
respect to the  Individual  Property  known as AMC Hammond  Palace 10 located in
Hammond,  Louisiana (as the same may have been, or may be, amended,  restated or
otherwise  modified);  (e) that  certain  Lease,  dated as of  October  3, 2002,
between 30 West Pershing, LLC, predecessor-in-interest to Borrower, as landlord,
and AMC, as tenant, with respect to the Individual Property known as AMC Hoffman
Town Centre 22 located in  Alexandria,  Virginia (as the same may have been,  or
may be, amended,  restated or otherwise modified); (f) that certain Lease, dated
as of March 9, 2002, between EPT Gulf States,  LLC,  predecessor-in-interest  to
Borrower,  as  landlord,  and AMC,  as tenant,  with  respect to the  Individual
Property  known as AMC Houma Palace 10 located in Houma,  Louisiana (as the same
may have been, or may be,  amended,  restated or otherwise  modified);  (g) that
certain  Lease,  dated as of August 7,  2002,  between  30 West  Pershing,  LLC,
predecessor-in-interest  to  Borrower,  as  landlord,  and AMC, as tenant,  with
respect to the  Individual  Property known as AMC Livonia 20 located in Livonia,
Michigan (as the same may have been, or may be,  amended,  restated or otherwise
modified);  (h) that certain Lease, dated as of June 11, 1996, between George W.
Venteicher and Frank R. Krejci, as tenants in common, and Susan Venteicher, wife
of  George  W.  Venteicher,  and Vera  Jane  Krejci,  wife of  Frank R.  Krejci,
collectively, the predecessors-in-interest to Borrower, as landlord, and AMC, as
predecessor-in-interest  to Megaplex Nine, Inc., as tenant,  with respect to the
Individual  Property  known as AMC Oak View Plaza 24 located in Omaha,  Nebraska
(as the same may have been, or may be, amended, restated or otherwise modified);
(i) that certain  Lease,  dated as of August 20, 1996,  between  A.B./Olathe  II
Limited   Partnership   (a/k/a   A.B.   Shopping   Center   Properties,   Inc.),
predecessor-in-interest  to  Borrower,  as  landlord,  and AMC, as tenant,  with
respect to the  Individual  Property  known as AMC Olathe  Station 30 located in
Olathe,  Kansas  (as the same may have been,  or may be,  amended,  restated  or
otherwise  modified);  (j) that  certain  Lease,  dated as of February 10, 2000,
between EPT DownREIT,  Inc.,  predecessor-in-interest  to Borrower, as landlord,
and AMC, as tenant,  with respect to the  Individual  Property known as AMC Palm
Promenade 24 located in San Diego, California (as the same may have been, or may
be, amended,  restated or otherwise modified);  (k) that certain Lease, dated as
of March 9, 2002,  between  EPT Gulf  States,  LLC,  predecessor-in-interest  to
Borrower,  as  landlord,  and AMC,  as tenant,  with  respect to the  Individual
Property  known as AMC Westbank  Palace 16 located in Harvey,  Louisiana (as the
same may have been, or may be,  amended,  restated or otherwise  modified);  (l)
that  certain  Lease,  dated as of December 21,  1998,  between Cary  Crossroads
Cinema,   L.L.C.,   predecessor-in-interest   to  Borrower,  as  landlord,   and
Consolidated  Theatres  Management,  L.L.C.,   predecessor-in-interest  to  Cary
Cinema,  L.L.C.,  as tenant,  with respect to the  Individual  Property known as
Consolidated Cary Crossroads 20 located in Cary, North Carolina (as the same may
have been, or may be, amended, restated or otherwise modified); (m) that certain
Lease,  dated as of September 19, 2000,  between AIG Baker  Cherrydale,  L.L.C.,
predecessor-in-interest to Borrower, as landlord, and Cherrydale Cinema, L.L.C.,
as  tenant,  with  respect  to the  Individual  Property  known as  Consolidated
Cherrydale 16 located in Greenville,  South Carolina (as the same may have been,
or may be,  amended,  restated or otherwise  modified);  (n) that certain Lease,
dated as of May 28, 2002,  between Megaplex Four, Inc.,  predecessor-in-interest
to Borrower,  as landlord,  and North Star Cinema, Inc., as tenant, with respect
to the  Individual  Property  known as Loews  Woodridge 18 located in Woodridge,
Illinois (as the same may have been, or may be,  amended,  restated or otherwise
modified);  and (o) that certain Lease,  dated as of June 17, 1999,  between EPT
DownREIT,  Inc.,  predecessor-in-interest  to Borrower, as landlord,  and Muvico
Entertainment,  L.L.C., as tenant, with respect to the Individual Property known
as Muvico  Tampa  Starlight  20 located in Tampa,  Florida (as the same may have
been, or may be, amended, restated or otherwise modified).

          "Master Tenant" shall mean the tenant under each of the Master Leases,
and its successors and/or assigns.

          "Material Adverse Effect" means a material adverse effect upon (i) the
ability of the  Borrower  to  perform,  or of Lender to  enforce,  any  material
provision  of any  Loan  Document,  (ii)  the  enforceability  of  any  material
provision of any Loan  Document,  or (iii) the appraised  value or Net Operating
Income  of any of the  Properties,  or (iv) the use or  enjoyment  of any of the
Properties or the operation thereof.

          "Material  Alteration"  shall mean any  Alteration  of any  Individual
Property that (a) is reasonably  likely to have a material adverse effect on the
value of the applicable Individual Property,  (b) is reasonably expected to cost
in excess of fifteen  percent (15%) of the Loan Amount,  or (c) when  aggregated
with other ongoing Alterations at the Properties, is reasonably expected to cost
in  excess  of  twenty  percent  (20%) of the  Loan  Amount;  provided  that the
Alterations  described  on  Schedule  IV shall  not be  deemed  to be  "Material
Alterations".

          "Maturity Date" shall mean the Payment Date occurring in February 2013
or such other date on which the final  payment of  principal of the Note becomes
due and payable as therein or herein  provided,  whether at such stated maturity
date, by declaration of acceleration, or otherwise.

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

          "Monthly  Debt  Service  Payment  Amount"  shall  mean  the sum of the
Monthly Interest Payment Amount and the Monthly Principal Payment Amount.

          "Monthly  Interest  Payment  Amount"  shall  mean,  for each  Interest
Accrual  Period,  the aggregate  interest due and payable on amounts owing under
the Components for such Interest Accrual Period at the applicable Interest Rates
(except that interest  shall be payable on amounts  owing under each  Component,
including  due but unpaid  interest,  at the  Default  Rate with  respect to any
portion of such Interest  Accrual Period  falling  during the  continuance of an
Event of Default,  in which case the "Monthly  Interest Payment Amount" shall be
increased by the aggregate  amount of Default  Interest  accrued on such amounts
owing under the Components during the applicable Interest Accrual Period).

          "Monthly  Principal  Payment  Amount"  shall mean,  for each  Interest
Accrual Period, the aggregate scheduled principal  repayments due and payable in
respect of the  Components  for such Interest  Accrual  Period,  as set forth on
Schedule  III.  "Moody's"  shall mean Moody's  Investors  Service,  Inc. and its
successors.

          "Mortgage" shall mean, with respect to each Individual Property,  that
certain  first  priority  Mortgage  (or Deed of Trust or Deed to Secure  Debt or
Leasehold  Mortgage or Leasehold Deed of Trust or Leasehold Deed to Secure Debt)
and  Security  Agreement,  dated the date  hereof,  executed  and  delivered  by
Borrower as security for the Loan and encumbering such Individual  Property,  as
the same may be amended, restated, replaced,  supplemented or otherwise modified
from time to time.

          "Net Cash Flow After Debt  Service"  for any period shall mean (a) the
sum of the Gross Income From  Operations for the  Properties  less the aggregate
Operating  Expenses and Capital  Expenditures  for such  Properties  during such
period, less (b) the Debt Service for such period.

          "Net  Operating  Income" shall mean,  with respect to any Test Period,
the excess of (i) Gross  Income  from  Operations  for the last  Fiscal  Quarter
contained in such Test Period,  times four,  minus (ii)  Operating  Expenses for
such Test Period.

          "Net  Proceeds"  shall have the  meaning  set forth in Section  6.4(b)
hereof.

          "Net Proceeds  Deficiency" shall have the meaning set forth in Section
6.4(b)(vi) hereof.

          "Non-Discretionary  Item" shall mean Taxes, insurance premiums,  costs
of utilities,  labor costs arising from collective bargaining agreements,  costs
associated with  ameliorating  unsafe  conditions or arising out of an emergency
and costs of complying with existing contracts and agreements.

          "Note" shall mean that certain  Promissory  Note of even date herewith
in the  principal  amount of One Hundred and  Fifty-Five  Million  Five  Hundred
Thousand  Dollars  ($155,500,000),  made by Borrower in favor of Lender,  as the
same may,  from time to time,  be  amended,  restated,  replaced,  supplemented,
otherwise  modified  and/or  replaced by multiple Notes in accordance  with this
Agreement,  including any Defeased Note and Undefeased  Note that may exist from
time to time.

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

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

          "Operating  Expenses"  shall  mean,  for any  period,  all  operating,
renting,  administrative,  management,  legal and  other  ordinary  expenses  of
Borrower  during such period,  determined  in  accordance  with GAAP;  provided,
however, that such expenses shall not include (i) depreciation,  amortization or
other  noncash  items (other than  expenses that are due and payable but not yet
paid), (ii) interest,  principal or any other sums due and owing with respect to
the Loan, (iii) income taxes or other taxes in the nature of income taxes,  (iv)
Capital Expenditures relating to the Properties,  (v) equity  distributions,  or
(vi) closing costs  incurred by Borrower in connection  with the  origination of
the Loan.

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

          "Partial  Defeasance  Properties"  shall have the meaning set forth in
Section 2.4.1 hereof.

          "Payables Threshold" shall mean two percent (2%) of the Loan Amount.

          "Payment  Date" shall mean the Initial  Payment Date and,  thereafter,
the tenth day of each month (or,  if such tenth day is not a Business  Day,  the
first preceding Business Day).

          "Permitted  Debt"  shall  mean (a) the Debt,  (b) Trade  Payables  not
represented  by a note  and not more  than  sixty  (60)  days  outstanding,  and
financing  leases and purchase money debt,  which, in each case, are incurred in
the ordinary course of Borrower's ownership and operation of the Properties,  in
amounts  reasonable  and  customary  for  similar  properties  and,  not, in the
aggregate at any one time,  exceeding the Payables Threshold,  and (c) any other
Indebtedness  incurred in the ordinary  course of business by Borrower  which is
hereafter  approved in writing by Lender in its sole discretion and with respect
to which Lender shall have received written confirmation from each of the Rating
Agencies  that  such  Indebtedness  will  not,  in and of  itself,  result  in a
downgrade,  withdrawal  or  qualification  of the initial,  or, if higher,  then
current ratings assigned in connection with a Securitization.

          "Permitted  Encumbrances"  shall mean,  with respect to an  Individual
Property, collectively, (a) the Liens and security interests created by the Loan
Documents, (b) all Liens,  encumbrances and other matters disclosed in the Title
Insurance Policies relating to such Individual Property or any part thereof, (c)
Liens,  if any, for Taxes imposed by any  Governmental  Authority not yet due or
delinquent,  (d) mechanics',  materialmen's  or similar Liens, if any, and Liens
for delinquent taxes or impositions, in each case only if being contested in the
manner provided in Section 5.2.2,  and (e) rights of existing and future tenants
at the Properties, as tenants only, pursuant to the Leases.

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

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

          "Personal  Property"  shall have the meaning set forth in the granting
clause of the Mortgage with respect to each Individual Property.

          "Physical   Conditions  Report"  shall  mean,  with  respect  to  each
Individual  Property,  a  structural  engineering  report  prepared by a company
satisfactory  to Lender  regarding  the physical  condition  of such  Individual
Property,  satisfactory in form and substance to Lender in its sole  discretion,
which  report  shall,  among  other  things,  (a) confirm  that such  Individual
Property and its use complies,  in all material  respects,  with all  applicable
Legal  Requirements  (including,  without  limitation,  zoning,  subdivision and
building  laws),  (b) include a copy of a final  certificate  of occupancy  with
respect to all  Improvements on such Individual  Property and (c) if required by
Lender, include a seismic report.

          "Policies" shall have the meaning specified in Section 6.1(b) hereof.

          "Prepayment  Charge"  shall mean an amount equal to the greater of (i)
three  percent  (3%) of the  outstanding  principal  balance  of the  Loan to be
prepaid or  satisfied,  or (ii) the amount  which,  when added to the  principal
balance of the Loan to be prepaid or  satisfied,  will be sufficient to purchase
U.S.  Obligations  that would provide for all payments of interest and principal
due  thereafter on the amount so prepaid or satisfied  (including the payment of
the remaining outstanding principal balance of the Loan on the Maturity Date).

          "Pro-Rata  Release Amount" shall mean, for each  Individual  Property,
the Allocated Loan Amount for such  Individual  Property,  as such amount may be
reduced from time to time pursuant to Section 2.5.2(f) hereof.

          "Properties"  shall  mean,  collectively,  each and  every  Individual
Property which is subject to the terms of this Agreement.

          "Provided  Information"  shall have the  meaning  set forth in Section
9.1(a) hereof.

          "Qualified Equityholder" shall mean (i) Indemnitor, (ii) Entertainment
Properties Trust, or (iii) a bank, saving and loan association, investment bank,
insurance company, trust company,  commercial credit corporation,  pension plan,
pension fund or pension advisory firm,  mutual fund,  government entity or plan,
real estate company,  investment fund or an institution substantially similar to
any of the  foregoing,  provided in each case under this  clause  (iii) that (x)
such  Person  has total  assets  (in name or under  management)  in excess of $1
billion  and  (except  with  respect  to a  pension  advisory  firm  or  similar
fiduciary)  capital/statutory  surplus or shareholder's equity in excess of $500
million (in both cases,  exclusive of the Properties),  and is regularly engaged
in  the  business  of  owning  and  operating  commercial  properties  in  major
metropolitan  areas,  and (y) with respect to which  Lender shall have  received
written confirmation from each of the Rating Agencies that such entity's being a
Qualified  Equityholder  will not,  in and of  itself,  result  in a  downgrade,
withdrawal or qualification of the initial,  or, if higher, then current ratings
assigned in connection with a Securitization.

          "Qualified  Successor  Borrower"  shall mean (a) any  Special  Purpose
Entity that is Controlled  by one or more  Qualified  Equityholders,  or (b) any
other entity with respect to which Lender  shall  receive  written  confirmation
from each of the Rating Agencies that such entity's being a Qualified  Successor
Borrower  will not,  in and of  itself,  result in a  downgrade,  withdrawal  or
qualification  of the initial,  or, if higher,  then current ratings assigned in
connection with a Securitization.

          "Rating   Agencies"   shall   mean   Moody's,   Fitch  or  any   other
nationally-recognized  statistical  rating  agency  which has been  approved  by
Lender.

          "Rating  Surveillance  Charge"  shall  have the  meaning  set forth in
Section 9.3 hereof.

          "REAs" shall mean,  collectively,  the "REA  Agreements" as defined in
the Estoppel Indemnity Agreement.

          "Estoppel  Indemnity  Agreement"  shall  mean  that  certain  Estoppel
Indemnity  Agreement,  dated  as of the date  hereof,  from  Indemnitor  for the
benefit of Lender,  entered into in connection with the origination of the Loan,
as the  same may be  amended,  restated,  replaced,  supplemented  or  otherwise
modified from time to time.

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

          "Rents"  shall mean,  with respect to each  Individual  Property,  all
rents,  percentage rent, rent equivalents,  moneys payable as damages or in lieu
of rent or rent equivalents,  royalties (including,  without limitation, all oil
and gas or other mineral royalties and bonuses), income, receivables,  receipts,
revenues, deposits (including,  without limitation,  security, utility and other
deposits),  accounts,  cash, issues, profits, charges for services rendered, and
other consideration of whatever form or nature received by or paid to or for the
account of or benefit of  Borrower or its agents or  employees  from any and all
sources arising from or attributable to the Individual  Property,  and proceeds,
if any, from business interruption or other loss of income insurance.

          "Replacement  Reserve  Account"  shall have the  meaning  set forth in
Section 7.2.1 hereof.

          "Replacement  Reserve  Monthly  Deposit"  shall mean, for any Interest
Accrual Period, the sum of the Allocated  Replacement  Reserve Amounts set forth
on Schedule V corresponding to the Individual Properties that are subject to the
Lien of the Mortgages as of the last date of such Interest Accrual Period.

          "Replacements" shall mean replacements and capital repairs made to the
Properties  (including  repairs to, and replacements of, structural  components,
roofs,  building  systems,  parking garages and parking lots,  together with any
other  repairs or  replacements  identified in the Physical  Conditions  Reports
delivered to Lender in connection  with the  origination  of the Loan),  in each
case to the extent expenditures in respect thereof are capitalized in accordance
with GAAP.

          "Reserve  Accounts"  shall mean the Tax and Insurance  Escrow Account,
the Replacement  Reserve Account,  the Ground Lease Reserve Account or any other
escrow fund established by the Loan Documents.

          "Restoration"  shall mean the repair and  restoration of an Individual
Property after a Casualty or Condemnation as nearly as possible to the condition
the  Individual   Property  was  in  immediately   prior  to  such  Casualty  or
Condemnation, with such alterations as may be reasonably approved by Lender.

          "Richards Clearview" shall mean Richards Clearview,  L.L.C.,  together
with its successors and

assigns.

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

          "Scheduled  Defeasance  Payments"  shall have the meaning set forth in
Section 2.4.l(b) hereof.

          "Securities" shall have the meaning set forth in Section 9.1 hereof.

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

          "Securitization"  shall  have the  meaning  set forth in  Section  9.1
hereof.

          "Security  Agreement"  shall  have the  meaning  set forth in  Section
2.4.1(a)(vi) hereof.

          "Servicer" shall have the meaning set forth in Section 9.6 hereof

          "Servicing  Agreement" shall have the meaning set forth in Section 9.6
hereof.

          "Servicing  Fee"  shall mean any  "Servicing  Fee" (or term of similar
meaning) as defined in the  Servicing  Agreement  in effect with  respect to the
Loan from time to time.

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

          "Special  Purpose  Entity" shall mean a Person that is a  corporation,
limited liability company or limited  partnership that at all times on and after
the date hereof:

          (i) is  organized  under the laws of the State of Delaware  solely for
the  purpose  of  acquiring,  developing,  owning,  holding,  selling,  leasing,
transferring,  exchanging, managing and operating the Properties (or in the case
of a Special Purpose  Equityholder,  for the purpose of acquiring and holding an
ownership  interest in the  Borrower),  entering  into this  Agreement  with the
Lender,  refinancing the Properties in connection with a permitted  repayment of
the Loan,  and  transacting  lawful  business  that is incident,  necessary  and
appropriate to accomplish the foregoing;

          (ii) is not engaged and will not engage in any  business  unrelated to
the  acquisition,   development,  ownership,  management  or  operation  of  the
Properties  (or in the case of a Special  Purpose  Equityholder,  its  ownership
interest in the Borrower);

          (iii)  does not have and will not have any  assets  other  than  those
related to the Properties (or in the case of a Special Purpose Equityholder, its
ownership interest in the Borrower);

          (iv) has not  engaged,  sought or consented to and will not engage in,
seek or consent to any  dissolution,  winding  up,  liquidation,  consolidation,
merger,  sale of all or substantially all of its assets or amend its certificate
of  incorporation  or  certificate  of formation with respect to the matters set
forth in this definition;

          (v) has at least two  Independent  Directors on its board of directors
or its  board of  managers,  or,  in the case of a  limited  partnership,  has a
Special Purpose  Equityholder  with at least two  Independent  Directors on such
Special Purpose  Equityholder's board of directors or board of managers, and has
not caused or allowed and will not cause or allow the board of  directors or the
board of  managers  of such entity to take any action  requiring  the  unanimous
affirmative  vote of one hundred  percent  (100%) of the members of its board of
directors or the board of managers unless two  Independent  Directors shall have
participated in such vote;

          (vi) has a  certificate  of  incorporation,  by-laws  or an  operating
agreement,  or, in the case of a  limited  partnership,  has a  Special  Purpose
Equityholder  with a  certificate  of  incorporation,  by-laws  or an  operating
agreement,  that  provides  that such  entity  will not:  (1)  dissolve,  merge,
liquidate or consolidate;  (2) sell all or substantially all of its assets;  (3)
engage in any other business  activity,  or amend its  organizational  documents
with respect to the matters set forth in this definition  without the consent of
the Lender; or (4) without the affirmative vote of two Independent Directors and
of all  other  directors  or  managers,  as  applicable,  file a  bankruptcy  or
insolvency petition,  assign for the benefit of creditors or otherwise institute
insolvency proceedings with respect to itself or to any other entity in which it
has a direct or indirect legal or beneficial ownership interest (or, in the case
of a Special Purpose Equityholder,  permit the Borrower to do any of the actions
described in clauses (1) through (4));

          (vii) is and will  remain  solvent  and pay its debts and  liabilities
(including,  as  applicable,  shared  personnel and overhead  expenses) from its
assets as the same  shall  become  due,  and is  maintaining  and will  maintain
adequate capital for the obligations reasonably foreseeable in a business of its
size and character and in light of its contemplated business operations;

          (viii)  has not  failed  and  will  not  fail  to  correct  any  known
misunderstanding regarding the separate identity of such entity;

          (ix) has maintained and will maintain its accounts,  books and records
separate from any other Person and will file its own tax returns,  except to the
extent that it is required to file consolidated tax returns by law;

          (x)  has  maintained  and  will  maintain  its  own  records,   books,
resolutions and agreements;

          (xi) other than as provided in the Cash Management Agreement,  (a) has
not  commingled  and will not  commingle  its funds or assets  with those of any
other Person and (b) has not  participated  and will not participate in any cash
management system with any other Person;

          (xii) has held and will hold its assets in its own name;

          (xiii) has conducted and will conduct its business in its name or in a
name  franchised  or  licensed  to it by an entity  other than an  Affiliate  of
Borrower;

          (xiv) has  maintained  and will  maintain  its  financial  statements,
accounting records and other entity documents separate from any other Person and
has not  permitted  and will not permit its assets to be listed as assets on the
financial  statement of any other entity  except as required by GAAP;  provided,
however,  that any such  consolidated  financial  statement shall contain a note
indicating that such Person's and such Person's  Affiliates' separate assets and
liabilities are neither  available to pay the debts of the  consolidated  entity
nor constitute obligations of the consolidated entity;

          (xv) has paid and will pay its own liabilities and expenses, including
the  salaries of its own  employees,  out of its own funds and  assets,  and has
maintained  and will  maintain a sufficient  number of employees in light of its
contemplated business operations;

          (xvi) has observed and will observe, in the case of (A) a corporation,
all  corporate  formalities;  (B)  a  limited  liability  company,  all  limited
liability  company  formalities;  and (C) a  limited  partnership,  all  limited
partnership formalities;

          (xvii) has and will have no Indebtedness other than Permitted Debt;

          (xviii) has not and will not assume or guarantee  or become  obligated
for the debts of any other  Person or hold out its credit as being  available to
satisfy the obligations of any other Person;

          (xix) has not and will not acquire  obligations  or  securities of its
shareholders or any other Affiliate;

          (xx) has  allocated  and  will  allocate  fairly  and  reasonably  any
overhead expenses that are shared with any Affiliate, including, but not limited
to, paying for shared office space and services  performed by any employee of an
Affiliate;

          (xxi)   maintains   and  uses  and  will  maintain  and  use  separate
stationery, invoices and checks bearing its name. The stationery,  invoices, and
checks  utilized by the Special  Purpose Entity or utilized to collect its funds
or pay its  expenses  shall bear its own name and shall not bear the name of any
other  entity  unless  such  entity is clearly  designated  as being the Special
Purpose Entity's agent;

          (xxii) has not  pledged and will not pledge its assets for the benefit
of any other Person,  and,  except as expressly  provided in the Loan Documents,
has not and will not agree to allow any other  Person to hold such other  Person
out to be  responsible  for the  indebtedness,  or to pledge such other Person's
assets or credit for the  benefit,  of it (and has and will take all  reasonable
steps to correct any known misunderstandings regarding such matters);

          (xxiii) has held itself out and identified itself and will hold itself
out and identify  itself as a separate  and  distinct  entity under its own name
(and, if applicable,  using its own logo) or in a name (or, if applicable, using
a logo)  franchised  or licensed to it by an entity  other than an  Affiliate of
Borrower and not as a division or part of any other Person;

          (xxiv) has  maintained and will maintain its assets in its own name in
such a manner that it will not be costly or difficult to segregate, ascertain or
identify its individual assets from those of any other Person;

          (xxv)  has not made and  will  not make any  advances  or loans to any
Person or hold evidence of indebtedness issued by any other Person;

          (xxvi) has not  identified and will not identify any other Person as a
division  or part of it, and has not  identified  itself and shall not  identify
itself as a division or part of any other Person;

          (xxvii)  has not  entered  into or been a party to, and will not enter
into or be a party to,  any  transaction  with its  shareholders  or  Affiliates
(including  any such  transaction  pursuant to which such  shareholders  or such
Affiliates  agree to be liable  for any of its  obligations)  except  (A) in the
ordinary course of its business and on terms which are intrinsically  fair, made
in good faith and  without  intent to hinder,  delay or defraud  creditors,  are
commercially  reasonable  and are no less favorable to it than would be obtained
in a comparable arm's-length  transaction with an unrelated third party; and (B)
in connection with this Agreement;

          (xxviii)  has not and will not have any  obligation  to, and will not,
indemnify its officers,  directors,  managers, partners or shareholders,  as the
case may be,  unless such an obligation  is fully  subordinated  to the Debt and
will not  constitute a claim against it in the event that cash flow in excess of
the amount required to pay the Debt is insufficient to pay such obligation;

          (xxix) shall  consider the  interests of its  creditors in  connection
with all corporate actions;

          (xxx)  does not and will not have its  obligations  guaranteed  by any
Affiliate (other than as provided in the Loan Documents);

          (xxxi)  has  complied  and  will  comply  with  all of the  terms  and
provisions  contained  in  its  organizational  documents,   including,  without
limitation,  provisions  relating to the limitations on powers and  separateness
requirements.  The statements of facts contained in its organizational documents
are true and correct and will remain true and correct;

          (xxxii) if such entity is a limited  liability  company  with a single
member, has  organizational  documents which provide that upon the occurrence of
any event (other than a permitted  equity  transfer) that causes its sole member
to cease to be a member  while  the  Loan is  outstanding,  at least  one of its
Independent Directors shall automatically be admitted as the sole member of such
single-member  limited  liability  company and shall  preserve  and continue the
existence thereof without dissolution; and

          (xxxiii)  has been and will be for United  States  federal  income tax
purposes  a  "disregarded   entity"   (including  by  being  a  "qualified  REIT
subsidiary", as defined under Section 856(i)(2) of the Code).

          "Special  Purpose  Equityholder"  shall mean a Special  Purpose Entity
that: (x) is a limited liability company or corporation formed under the laws of
the  State of  Delaware;  (y)  owns at  least a 1%  direct  equity  interest  in
Borrower; and (z) serves as the general partner or managing member of Borrower.

          "Special  Servicing  Fee" shall mean any "Special  Servicing  Fee" (or
term of similar  meaning) as defined in the  Servicing  Agreement in effect with
respect to the Loan from time to time.

          "State" shall mean, with respect to an individual Property,  the State
or  Commonwealth  in which  such  Individual  Property  or any part  thereof  is
located.

          "Successor Borrower" shall have the meaning set forth in Section 2.4.2
hereof.

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

          "Tax and Insurance Escrow Account" shall have the meaning set forth in
Section 7.1.1 hereof.

          "Taxes"  shall  mean all real  estate  and  personal  property  taxes,
assessments,  water rates or sewer rents, now or hereafter levied or assessed or
imposed against any Individual Property or part thereof.

          "Terrorism Coverage Amount" shall mean, from time to time, the highest
Appraised Value set forth on Schedule V corresponding to an Individual  Property
that is then subject to the Lien of one of the Mortgages.

          "Terrorism  Premium  Threshold"  shall mean Two Hundred Fifty Thousand
Dollars ($250,000).

          "Test Period"  shall mean each 12-month  period ending on the last day
of a Fiscal Quarter.

          "Threshold  Amount" shall have the meaning set forth in Section 5.1.21
hereof.

          "Title Insurance Policies" shall mean, with respect to each Individual
Property,  an ALTA mortgagee title insurance  policy in the form  (acceptable to
Lender) (or, if an  Individual  Property is in a State which does not permit the
issuance of such ALTA policy,  such form as shall be permitted in such State and
acceptable  to Lender)  issued  with  respect to such  Individual  Property  and
insuring the lien of the Mortgage encumbering such Individual Property.

          "Transfer" shall mean the sale or other whole or partial conveyance of
all or any portion of any Individual Property or any direct or indirect interest
therein to a third party, including granting of any purchase options,  rights of
first refusal, rights of first offer or similar rights in respect of any portion
of any  Individual  Property or the  subjecting of any portion of any Individual
Property to  restrictions  on transfer;  except that the  conveyance  of a space
lease at any Individual  Property in accordance  herewith shall not constitute a
Transfer.

          "Triggered  Master  Lease" shall have the meaning set forth in Section
5.2.16 hereof.

          "UCC" or "Uniform  Commercial Code" shall mean the Uniform  Commercial
Code as in effect in the  applicable  State in which an  Individual  Property is
located.

          "Undefeased  Note"  shall  have  the  meaning  set  forth  in  Section
2.4.1(a)(v) hereof.

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

          "Unit" shall mean each individual  unit in the  Condominium  (together
with all  interests  appurtenant  thereto),  and  "Units"  means all such Units,
collectively.

          "U.S.  Obligations" shall mean direct non-callable  obligations of the
United States of America or other obligations which are "government  securities"
within the meaning of Section 2(a)(l6) of the investment Company Act of 1940, to
the extent acceptable to the applicable Rating Agencies.  "U.S.  Person" means a
United  States  person  within  the  meaning  of  Section   7701(a)(30)  of  the
Code.

          "Wachovia" shall mean Wachovia Bank, National Association,  a national
banking association.

          "Work-Out  Fee"  shall  mean any  "Work-Out  Fee" (or term of  similar
meaning) as defined in the  Servicing  Agreement  in effect with  respect to the
Loan from time to time.

          Section 1.2 Principles of Construction. All references to sections and
schedules are to sections and schedules in or to this Agreement unless otherwise
specified.  All uses of the word  "including"  shall  mean  "including,  without
limitation"  unless the  context  shall  indicate  otherwise.  Unless  otherwise
specified,  the words  "hereof,"  "herein" and  "hereunder" and words of similar
import when used in this Agreement  shall refer to this Agreement as a whole and
not to any particular  provision of this Agreement.  Unless otherwise specified,
all meanings  attributed to defined terms herein shall be equally  applicable to
both the singular and plural forms of the terms so defined.

          II. GENERAL TERMS

          Section 2.1 Loan Commitment; Disbursement to Borrower.

          2.1.1 The Loan. Subject to and upon the terms and conditions set forth
herein,  Lender hereby  agrees to make and Borrower  hereby agrees to accept the
Loan on the Closing Date.

          2.1.2  Components of the Loan.  For the purpose of computing  interest
payable from time to time on the principal  amount of the Loan and certain other
computations  set forth  herein,  the  principal  balance  of the Loan  shall be
divided into  Components  A-1 through F. The principal  amount of the Components
shall be as follows:

             COMPONENT                    PRINICIPAL AMOUNT
             ---------                    -----------------
                A-1                          $56,937,000
                A-2                          $43,955,000
                 B                           $16,085,000
                 C                           $17,156,000
                 D                            $5,776,000
                 E                           $10,591,000
                 F                            $5,000,000

In addition to any rights of Lender  under  Section  8.2(c),  Lender may request
that each  Component be represented  by a separate  physical  Note.  Upon such a
request,  Borrower  shall execute and return to Lender each such Note within two
Business Days after Borrower's receipt of an execution copy thereof.

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

          2.1.4  The  Note,  Mortgages  and Loan  Documents.  The Loan  shall be
evidenced by the Note and secured by the  Mortgages,  the  Assignments of Leases
and the other Loan  Documents.  Goldman Sachs  Mortgage  Company or the Servicer
shall maintain, or cause to be maintained, as agent for the Borrower, a register
at 85 Broad  Street or such other  address as it shall  notify the  Borrower  in
writing,  on which it shall enter the name or names of the  registered  owner or
owners from time to time of a Note or any portion  thereof (and the Borrower may
review such register upon request following  reasonable advance written notice).
No  assignment of a Note or any portion  thereof  shall be effective  unless and
until it is entered in such register.

          2.1.5 Use of Proceeds.  Borrower shall use the proceeds of the Loan to
(a) repay and discharge any existing loans relating to the  Properties,  (b) pay
all past-due Basic Carrying Costs,  if any, with respect to the Properties,  (c)
make  deposits  into the Reserve  Accounts  on the  Closing  Date in the amounts
provided  herein,  (d) pay costs and expenses  incurred in  connection  with the
closing  of the Loan,  as  approved  by  Lender,  (e) fund any  working  capital
requirements  of the  Properties  and (f)  distribute  the  balance,  if any, to
Borrower for any lawful use.

          Section 2.2 Interest; Loan Payments; Late Payment Charge.

          2.2.1  Interest  Generally.  Interest  on  the  outstanding  principal
balance of the Loan shall  accrue from the Closing  Date  through the end of the
Interest  Accrual Period in which the Loan has been repaid in full in accordance
herewith at the Applicable Interest Rate corresponding to each of the Components
comprising the Loan.  Interest on the Loan shall accrue on the principal  amount
of each  Component  and shall be  payable in arrears  for the  Interest  Accrual
Period corresponding to each Payment Date.

          2.2.2  Interest  Calculation.  Interest on the  outstanding  principal
balance of the Loan shall be calculated for each Interest  Accrual Period on the
basis of a three  hundred  sixty (360) day year,  and Interest  Accrual  Periods
consisting of (a) during the first Interest Accrual Period, the actual number of
days in such Interest Accrual Period,  and (b) during all other Interest Accrual
Periods, thirty (30) days.

          2.2.3 Payments Generally. Borrower shall pay to Lender on each Payment
Date up to and including the Maturity  Date, an amount equal to the Monthly Debt
Service Payment Amount,  which represents the interest and principal due for the
applicable  Interest Accrual Period.  Such payments shall be applied to interest
due (i) first, on Component A-1 and Component A-2, on a pro rata basis, based on
the  amount  of  interest  then due on each  such  Component,  (ii)  second,  on
Component  B, (iii) third,  on  Component  C, (iv)  fourth,  on Component D, (v)
fifth,  on  Component  E, and (vi) sixth on Component F, in that order until the
interest then due on each such Component  shall have been paid in full, and then
to principal  due (A) first,  on Component  A-1, (B) second,  on Component  A-2,
(iii)  third,  on  Component  B, (iv)  fourth,  on  Component  C, (v) fifth,  on
Component D, (vi) sixth,  on Component E, and (vii) seventh,  on Component F, in
that order until the principal then due on each such  Component  shall have been
paid in full.

          2.2.4 Payment on Maturity  Date.  Borrower  shall pay to Lender on the
Maturity  Date  the  remaining  outstanding  principal  balance  on  each of the
Components,  all accrued and unpaid  interest on each of the  Components and all
other amounts due hereunder and under the Note, the Mortgages and other the Loan
Documents.

          2.2.5  Payments  after  Default.  Upon the  occurrence  and during the
continuance of an Event of Default,  (a) interest on the  outstanding  principal
balance of the Loan and, to the extent  permitted by law,  overdue  interest and
other  amounts due in respect of the Loan,  shall  accrue at the  Default  Rate,
calculated  from the date such  payment was due  without  regard to any grace or
cure  periods  contained  herein and (b) Lender shall be entitled to receive and
Borrower  shall pay to Lender on each  Payment  Date an amount  equal to the Net
Cash Flow After Debt Service for the prior  month,  such amount to be applied by
Lender to the  payment of the Debt in  accordance  with  Section  2.3.5  hereof.
Interest at the Default Rate and Net Cash Flow After Debt Service  shall both be
computed from the  occurrence  of the Event of Default until the actual  receipt
and  collection  of the Debt (or that portion  thereof that is then due). To the
extent permitted by applicable law,  interest at the Default Rate shall be added
to the Debt,  shall  itself  accrue  interest  at the  weighted  average  of the
Applicable  Interest Rate  corresponding to each of the Components  (weighted on
the basis of such Components'  outstanding  principal  balances)  comprising the
Loan and shall be secured by the Mortgages.  This section shall not be construed
as an agreement or privilege to extend the date of the payment of the Debt,  nor
as a waiver of any other  right or  remedy  accruing  to Lender by reason of the
occurrence  of any Event of Default;  the  acceptance of any payment of Net Cash
Flow After Debt  Service  shall not be deemed to cure or  constitute a waiver of
any Event of Default; and Lender retains its rights under the Note and the other
Loan  Documents to accelerate and to continue to demand payment of the Debt upon
the  happening  of any Event of  Default,  despite  any payment of Net Cash Flow
After Debt Service.

          2.2.6 Late Payment  Charge.  If any  principal,  interest or any other
sums due under the Loan  Documents  is not paid by Borrower on the date on which
it is due,  Borrower  shall pay to  Lender  upon  demand an amount  equal to the
lesser of five  percent  (5%) of such  unpaid sum or the  Maximum  Legal Rate in
order to defray the expense  incurred by Lender in handling and processing  such
delinquent  payment  and to  compensate  Lender  for the loss of the use of such
delinquent  payment.  Any such amount shall be secured by the  Mortgages and the
other Loan Documents to the extent permitted by applicable law.

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

          Section 2.3 Prepayments.

          2.3.1  Voluntary  Prepayments.  Except as  otherwise  provided  herein
(including in Section  2.2.3),  Borrower  shall not have the right to prepay the
Loan in whole or in part prior to the Maturity Date.

          2.3.2  Mandatory  Prepayments.  On the  next  occurring  Payment  Date
following  the date on which Net Proceeds are  deposited  into the Loss Proceeds
Account,  if and to the extent Lender is not obligated to make such Net Proceeds
available to Borrower for the restoration of any Individual Property pursuant to
the terms and  provisions  of this  Agreement  (including,  without  limitation,
Section  6.4(e)),  such Net Proceeds  shall be applied to the  prepayment of the
outstanding  principal  balance of the Note.  Other than  following  an Event of
Default,  no Prepayment  Charge shall be due in connection  with any  prepayment
made pursuant to this Section 2.3.2.  Any partial  prepayment under this Section
shall be applied in accordance with Section 2.3.5.

          2.3.3  Prepayments  After Default.  If, following an Event of Default,
payment of all or any part of the Debt is  tendered  by  Borrower  or  otherwise
recovered  by  Lender,  such  tender or  recovery  shall be (a) made on the next
occurring  Payment Date  together with the Monthly Debt Service  Payment  (which
shall  include  all  interest  that  would have  accrued on the Debt  during the
portion of the Interest  Accrual Period  occurring after the date of such tender
or recovery)  and (b) deemed a voluntary  prepayment by Borrower in violation of
the prohibition against prepayment set forth in Section 2.3.1 and Borrower shall
pay, in addition to the Debt,  the  Prepayment  Charge.  Any  Prepayment  Charge
received  by Lender will be  allocated  to the  Component  or  Components  being
reduced as a result of the tender of payment by Borrower or recovery of the Debt
by Lender,  but shall not  further  reduce  the  balance  of such  Component  or
Components.  If two (2) or more  Components  receive such payment,  first,  each
Component will be allocated an amount equal to the Prepayment Charge and second,
among the Components  receiving such payments,  pro rata, based on the principal
received by such Component.

          2.3.4 Other  Permitted  Prepayments.  Borrower shall have the right to
prepay the Loan in whole (but not in part) on any  Business Day that is not more
than  180  days  prior to the  Maturity  Date and that is not less  than 30 days
following  Lender's receipt of written notice of Borrower's intent to so prepay;
provided that any  prepayment  under this Section 2.3.4 shall be  accompanied by
all interest  accrued on the amount  prepaid plus, if such  prepayment  does not
occur on the tenth  day of a month,  the  amount of  interest  that  would  have
accrued  thereon if the Loan had  remained  outstanding  through  the end of the
Interest Accrual Period in which such prepayment occurs,  plus all other amounts
then due under the Loan Documents.  Borrower's notice of prepayment  pursuant to
this Section  2.3.4 shall create an obligation of Borrower to prepay the Loan as
set forth therein, but may be rescinded with five days' written notice to Lender
(subject to payment of any reasonable out-of-pocket costs and expenses resulting
from such  rescission).  Any  partial  prepayment  under this  Section  shall be
applied in accordance with Section 2.3.5.

          2.3.5 Application of Prepayments to Components.  Any prepayment of the
principal  balance  of the  Loan,  in  whole  or in  part,  (a)  shall,  if such
prepayment occurs pursuant to Sections 2.3.2, be applied to reduce the principal
balances of the Components in the following  order:  (i) first, to Component A-1
and Component A-2, on a pro rata basis,  based on the principal balances of each
such Component,  until such principal balances are reduced to zero, (ii) second,
to Component B until the principal balance of such Component is reduced to zero,
(iii) third,  to Component C until the  principal  balance of such  Component is
reduced to zero, (iv) fourth, to Component D until the principal balance of such
Component  is reduced to zero,  (v) fifth,  to  Component E until the  principal
balance of such  Component  is reduced to zero,  and (vi) sixth,  to Component F
until the principal balance of such Component is reduced to zero, and (b) shall,
if such  prepayment  occurs  pursuant to Section 2.3.4, be applied to reduce the
principal  balances of the  Components in the  following  order:  (i) first,  to
Component A-1 until the principal  balance of such Component is reduced to zero,
(ii) second,  to Component A-2, until the principal balance of such Component is
reduced to zero, (iii) third, to Component B until the principal balance of such
Component is reduced to zero,  (iv) fourth,  to Component C until the  principal
balance of such  Component is reduced to zero,  (v) fifth,  to Component D until
the  principal  balance of such  Component  is reduced to zero,  (vi) sixth,  to
Component E until the  principal  balance of such  Component is reduced to zero,
and (vii) seventh,  to Component F until the principal balance of such Component
is  reduced  to  zero;  provided,  however,  that,  in the  case  of each of the
foregoing  clauses (a) and (b), if a Defeasance Event has occurred,  prepayments
of principal will only be allocated to the Components of the Undefeased Note (in
the same  priority and method set forth in this  Section  2.3.5) and will not be
allocated  to reduce the  principal  balance of the  Components  of the Defeased
Note.

          Section 2.4 Defeasance.

          2.4.1  Voluntary  Defeasance.  (a) Provided no Event of Default  shall
then exist, Borrower shall have the right at any time prior to the Maturity Date
to  voluntarily  defease  all of the Loan or,  in the  case of a  release  of an
Individual Property (each, a "Partial  Defeasance  Property") in accordance with
Section 2.5.2, any portion of the Loan by and upon satisfaction of the following
conditions and the  conditions  set forth in Section 2.5.1 or Section 2.5.2,  as
applicable (such event being a "Defeasance Event"):

          (i)  Borrower  shall  provide  not less than thirty (30) days (and not
more than sixty (60) days) prior written notice to Lender specifying the Payment
Date (the  "Defeasance  Date") on which the Defeasance Event is to occur and the
principal  amount of the Loan to be defeased  (provided that, if such Defeasance
does not occur on the date set forth in such  notice,  (x) such notice  shall be
deemed  rescinded,  and (y)  Borrower  shall,  on such  date,  pay to Lender all
reasonable  losses,  costs and expenses  suffered by Lender as a consequence  of
such rescission);

          (ii) Borrower shall pay to Lender all accrued and unpaid  interest and
principal under the Loan to and including the Defeasance Date;

          (iii)  Borrower  shall pay to Lender  all other  sums,  not  including
scheduled  interest  or  principal  payments,  then due  under  the  Note,  this
Agreement, the Mortgages and the other Loan Documents;

          (iv)  Borrower  shall  deliver  to  Lender  the   Defeasance   Deposit
applicable to the Defeasance Event;

          (v) In the event  only a  portion  of the Loan is the  subject  of the
Defeasance Event,  Borrower shall prepare all necessary documents to modify this
Agreement and to amend and restate the Note and issue two substitute notes, each
note having a maturity  date equal to the Maturity  Date,  and one note having a
principal  balance  equal to the  defeased  portion  of the  original  Note (the
"Defeased  Note") and the other note  having a  principal  balance  equal to the
undefeased  portion of the Note (the "Undefeased  Note").  The Defeased Note and
the  Undefeased  Note will each be divided  into  Components,  which  shall bear
interest  at rates  corresponding  to the  rates at which  the  Components  that
existed on the Note prior to the Defeasance  Event bore interest.  The amount of
the Loan being defeased will be applied to reduce the principal  balance of each
Component of the Undefeased Note in the priority and method set forth in Section
2.3.5 hereof. Each Component of the Defeased Note will have an initial principal
balance equal to the amount of the reduction in connection  with such Defeasance
Event of the  corresponding  Component of the Undefeased Note. The Defeased Note
and Undefeased  Note shall  otherwise have terms  identical to the Note,  except
that a Defeased  Note cannot be the subject of any further  Defeasance  Event or
any prepayment;

          (vi) Borrower shall execute and deliver a security agreement,  in form
and substance  satisfactory to Lender,  creating a first priority perfected lien
on the Defeasance Deposit and the U.S. Obligations purchased with the Defeasance
Deposit in accordance  with the  provisions  of this Section 2.4 (the  "Security
Agreement");

          (vii)  Borrower  shall  deliver an opinion of counsel for  Borrower in
form that would be satisfactory to a prudent lender stating, among other things,
that (A) the Security  Agreement  has been duly  authorized  and is  enforceable
against  Borrower in  accordance  with its terms,  (B)  Borrower has legally and
validly  transferred  and assigned  the U.S.  Obligations  and all  obligations,
rights and duties under and to the Note or Defeased Note (as  applicable) to the
Successor Borrower,  (C) Lender has a perfected first priority security interest
in the Defeasance Deposit and the U.S.  Obligations  delivered by Borrower,  (D)
any grantor trust within the meaning of subpart E, part I of subchapter J of the
Code formed pursuant to a Securitization will not fail to maintain its status as
a grantor trust as a result of such  Defeasance  Event,  as applicable,  (E) the
Defeasance  Event (or if, in addition to the  occurrence of a Defeasance  Event,
there shall also occur a contemporaneous designation of Successor Borrower(s) or
Qualified  Successor  Borrower(s)  pursuant to Section  2.4.2 or Section 2.7, as
applicable, the Defeasance Event and any such designation) will not constitute a
"significant modification" of the Loan under Section 1001 of the Code or cause a
tax  to  be  imposed  on  any  grantor  or  other  trust  formed  pursuant  to a
Securitization, and (F) the Defeasance Event will not cause any grantor or other
trust formed pursuant to a Securitization to be an "investment company" required
to be registered under the Investment Company Act of 1940;

          (viii)  Borrower  shall  deliver  confirmation  in  writing  from  the
applicable  Rating  Agencies to the effect that such release will not, in and of
itself,  result in a downgrade,  withdrawal or qualification of the initial, or,
if higher,  then current ratings assigned in connection with any  Securitization
and  shall  pay all  fees  and  expenses  of the  Rating  Agencies  incurred  in
connection  with  such  confirmation.  If  required  by  the  applicable  Rating
Agencies,   Borrower   shall   also   deliver  or  cause  to  be   delivered   a
non-consolidation  opinion  with respect to the  Successor  Borrower in form and
substance satisfactory to Lender and the applicable Rating Agencies and will pay
all fees and expenses of the Rating  Agencies  incurred in  connection  with the
review and approval of such non-consolidation opinion;

          (ix) Borrower shall deliver an Officer's  Certificate  certifying that
the requirements set forth in this Section 2.4.1(a) have been satisfied;

          (x) Borrower  shall  deliver a certificate  of Borrower's  independent
certified public accountant  certifying that the U.S. Obligation  purchased with
the Defeasance  Deposit  generate amounts equal to or greater than the Scheduled
Defeasance  Payments as and when the same are  required  to be made  pursuant to
Section 2.4.1(b);

          (xi)  Borrower  shall  deliver such other  certificates,  documents or
instruments as Lender may reasonably request; and

          (xii)  Borrower  shall pay all costs and expenses of Lender  (and,  if
applicable,  its Servicer) and the Rating  Agencies  incurred in connection with
the Defeasance Event, including any costs and expenses associated with a release
of the Lien of the related Mortgage as provided in Section 2.5 hereof as well as
reasonable attorneys' fees and expenses.

          (b) In connection with each Defeasance Event, Borrower hereby appoints
Lender as its agent and attorney-in-fact for the purpose of using the Defeasance
Deposit to purchase U.S.  Obligations which provide payments on or prior to, but
as close as  possible  to, all  successive  scheduled  Payment  Dates  after the
Defeasance Date in amounts  sufficient to make all of the scheduled payments due
on such dates under the Note (in the case of a  Defeasance  Event for the entire
outstanding  principal  balance of the Loan) or under the Defeased  Note (in the
case of a  Defeasance  Event for only a  portion  of the  outstanding  principal
balance  of the  Loan  relating  to  one  or  more  of  the  Partial  Defeasance
Properties),  including,  without limitation (i) scheduled payments of interest,
principal (including payment of the remaining outstanding balance of the Note or
Defeased Note, as applicable,  on the Maturity  Date),  servicing fees (if any),
Rating  Surveillance  Charges and other amounts due under the Loan  Documents on
such  dates,  (ii)  payment of income  taxes on any net income  incurred  by the
Borrower or the  Successor  Borrower,  as  applicable,  in  connection  with the
applicable  Defeasance Event, (iii) payment of costs and expenses incurred or to
be  incurred  in the  purchase  of such  U.S.  Obligations  (including  fees and
expenses  of  accountants,   attorneys  and  the  Rating  Agencies  incurred  in
connection  therewith),  and (iv)  payment of any  revenue,  documentary  stamp,
intangible  taxes or other taxes or charges due in connection  with the transfer
of the Note or the Defeased  Note, as  applicable,  the creation of the Defeased
Note and the Undefeased Note, if applicable, or otherwise required to accomplish
the  requirements  of this  Section 2.4 and/or  Section 2.5  (collectively,  the
"Scheduled Defeasance Payments").  Borrower,  pursuant to the Security Agreement
or other  appropriate  document,  shall  authorize  and direct that the payments
received from the U.S.  Obligations  may be made directly to the Lockbox Account
(unless otherwise  directed by Lender) and applied to satisfy the obligations of
Borrower under the Note or the Defeased Note, as applicable.  Any portion of the
Defeasance  Deposit  in excess of the  amount  necessary  to  purchase  the U.S.
Obligations   required  by  this  Section  2.4  and  satisfy   Borrower's  other
obligations under this Section 2.4 and Section 2.5 shall be remitted to Borrower
or the Successor Borrower, as applicable.

          2.4.2 Successor  Borrower.  In connection  with any Defeasance  Event,
Borrower may at its option,  or if so required by the applicable Rating Agencies
shall,  establish or  designate a successor  entity (the  "Successor  Borrower")
which shall be a Special Purpose Entity,  and Borrower shall transfer and assign
all  obligations,  rights and duties under and to the Note or the Defeased Note,
as  applicable,  together with the pledged U.S.  Obligations  to such  Successor
Borrower. Such Successor Borrower shall assume the obligations under the Note or
the Defeased Note, as applicable,  and the Security Agreement and, provided that
Lender  shall have  reasonably  approved  all  documentation  relating  thereto,
Borrower shall be relieved of its  obligations  under such  documents.  Borrower
shall  pay One  Thousand  and  No/100  Dollars  ($1,000)  to any such  Successor
Borrower as  consideration  for assuming the  obligations  under the Note or the
Defeased  Note,  as  applicable,  and the  Security  Agreement.  Notwithstanding
anything in this  Agreement to the contrary,  no other  assumption  fee shall be
payable  upon a transfer of the Note or the Defeased  Note,  as  applicable,  in
accordance  with  this  Section  2.4.2,  but  Borrower  shall  pay all costs and
expenses  incurred by Lender  (and,  as  applicable,  its  Servicer),  including
Lender's  attorneys' fees and expenses,  and any fees and expenses of any Rating
Agencies, incurred in connection therewith.

          Section 2.5 Release of  Property.  Except as set forth in this Section
2.5, no  repayment,  prepayment  or defeasance of all or any portion of the Loan
shall  cause,  give rise to a right to  require,  or  otherwise  result  in, the
release of any Lien of any Mortgage on any Individual Property.

          2.5.1 Release of all Properties.

          (a) If  Borrower  has  elected  to  defease  the  entire  Loan and the
requirements of Section 2.4 relating to a defeasance of the entire Loan and this
Section 2.5 have been  satisfied,  all of the Properties  shall be released from
the  Liens of their  respective  Mortgages  and the  U.S.  Obligations,  pledged
pursuant  to the  Security  Agreement,  shall be the sole  source of  collateral
securing the Note.

          (b) In connection  with the release of the  Mortgages,  Borrower shall
submit to Lender,  not less than  thirty (30) days (and not more than sixty (60)
days)  prior to the  Defeasance  Date,  a  release  of Lien  (and  related  Loan
Documents) for each  Individual  Property for execution by Lender.  Such release
shall be in a form  appropriate  in each  jurisdiction  in  which an  Individual
Property  is located  and that would be  satisfactory  to a prudent  lender.  In
addition,  Borrower  shall  provide all other  documentation  Lender  reasonably
requires to be delivered by Borrower in connection  with such release,  together
with an  Officer's  Certificate  certifying  that such  documentation  (i) is in
compliance  with all Legal  Requirements,  and (ii) will effect such releases in
accordance with the terms of this Agreement.

          2.5.2 Release of the Partial  Defeasance  Properties.  If Borrower has
elected  to defease a portion of the Loan and the  requirements  of Section  2.4
relating  to a partial  defeasance  of the Loan and this  Section  2.5 have been
satisfied, Borrower may obtain the release of a Partial Defeasance Property from
the Lien of the Mortgage thereon (and related Loan Documents) and the release of
Borrower's  obligations  under the Loan  Documents  with respect to such Partial
Defeasance  Property  (other than those expressly  stated to survive),  upon the
satisfaction of each of the following conditions:

          (a) The  principal  balance of the Defeased Note shall equal or exceed
the Adjusted  Release Amount for the  applicable  Partial  Defeasance  Property;
provided,  however,  if the undefeased portion of the Loan at the time a release
is requested is less than the Adjusted  Release Amount,  the Defeased Note shall
equal the remaining undefeased portion of the Loan at the time of release;

          (b) Borrower  shall  submit to Lender,  not less than thirty (30) days
(and not more than sixty (60) days) prior to the date of such release, a release
of Lien (and related Loan  Documents) for such Partial  Defeasance  Property for
execution  by  Lender.  Such  release  shall  be in a form  appropriate  in each
jurisdiction   in  which  the  Partial   Defeasance   Property  is  located  and
satisfactory  to Lender in its sole  discretion.  In  addition,  Borrower  shall
provide all other  documentation  Lender reasonably  requires to be delivered by
Borrower in connection with such release, together with an Officer's Certificate
certifying  that  such  documentation  (i)  is  in  compliance  with  all  Legal
Requirements, (ii) will effect such release in accordance with the terms of this
Agreement,  and (iii) will not impair or otherwise  adversely  affect the Liens,
security interests and other rights of Lender under the Loan Documents not being
released (or as to the parties to the Loan Documents and  Properties  subject to
the Loan Documents not being released);

          (c) After giving  effect to such  release,  the Debt Service  Coverage
Ratio for the Properties  then  remaining  subject to the Liens of the Mortgages
(taking into account only Gross Income from  Operations for such  Properties and
Debt Service under the Undefeased Note) shall be equal to the greater of (A) the
Debt Service  Coverage  Ratio for all of the  Properties  (including the Partial
Defeasance  Property to be released)  for the twelve (12) full  calendar  months
immediately  preceding the release of such Partial Defeasance Property,  and (B)
the Closing Date Debt Service Coverage Ratio;

          (d) The Partial  Defeasance  Property to be released shall be conveyed
to a Person other than a Borrower or any of its Affiliates; and

          (e)  The  Adjusted  Release  Amount  paid to  Lender  as a part of the
Defeasance  Deposit in  connection  with any such  release  shall be applied (i)
first, to reduce the Pro-Rata Release Amount of the Partial Defeasance  Property
being released to zero and (ii) second,  pro-rata to reduce the Pro-Rata Release
Amounts of each Individual  Property remaining subject to the Lien of a Mortgage
immediately following such release.

          2.5.3  Release on  Payment in Full.  Lender  shall,  upon the  written
request  and at the  expense  of  Borrower,  and  upon  payment  in  full of all
principal  and  interest  due on the Loan and all other  amounts due and payable
under the Loan Documents in accordance with the terms and provisions of the Note
and this Loan  Agreement,  release the Lien of the  Mortgage on each  Individual
Property not theretofore released.

          Section 2.6 Manner of Making Payments; Cash Management.

          2.6.1  Deposits into Lockbox  Account.  Borrower shall cause all Rents
from the Properties to be deposited into the Lockbox  Account in accordance with
the Cash Management  Agreement.  Without  limitation of the foregoing,  Borrower
shall, and shall cause Manager to, (a) deliver irrevocable written  instructions
to all Tenants under Leases to deliver all Rents payable thereunder  directly to
the  Lockbox  Account,  and (b)  deposit  all  amounts  received  by Borrower or
Manager,  if any,  constituting  Rents or  other  revenue  of any kind  from the
Properties  into the  Lockbox  Account  within one (1)  Business  Day of receipt
thereof.  Disbursements from the Lockbox Account will be made in accordance with
the terms and  conditions of this Agreement and the Cash  Management  Agreement.
Lender shall have sole  dominion  and control  over the Lockbox  Account and any
other  cash  management  account  established  pursuant  to the Cash  Management
Agreement and,  except as set forth in the Cash Management  Agreement,  Borrower
shall  have  no  rights  to  make  withdrawals  therefrom.   Borrower  shall  be
responsible for all costs of maintaining all such accounts.

          2.6.2 Making of Payments.  Each payment by Borrower hereunder or under
the Note shall be made in funds  settled  through  the New York  Clearing  House
Interbank  Payments  System or other funds  immediately  available  to Lender by
11:00 a.m.,  New York City time,  on the date such  payment is due, to Lender by
deposit to such account as Lender may  designate by written  notice to Borrower.
Whenever any payment  hereunder or under the Note shall be stated to be due on a
day  which is not a  Business  Day,  such  payment  shall  be made on the  first
Business Day preceding such scheduled due date.

          2.6.3  Payments  Received  in  the  Lockbox  Account.  Notwithstanding
anything  to  the  contrary  contained  in  this  Agreement  or the  other  Loan
Documents,  and  provided no Event of Default has  occurred  and is  continuing,
Borrower's  obligations  with respect to the monthly  payment of  principal  and
interest and any amounts due for the Reserve  Accounts shall be deemed satisfied
to the extent sufficient amounts are deposited in the Lockbox Account to satisfy
such obligations and any other obligations due on the dates each such payment is
required, regardless of whether any of such amounts are so applied by Lender.

          2.6.4 No Deductions,  etc. (a) All payments made by Borrower hereunder
or under the Note or the other Loan Documents shall be made irrespective of, and
without any  deduction  for,  any setoff,  defense or  counterclaims,  except as
provided hereinafter for any taxes.

          (b) Each Lender that is a U.S.  Person  agrees to complete and deliver
to the  Borrower,  on or prior to the first date of  payment to such  Lender and
thereafter  from time to time as required for renewal  under  applicable  law, a
duly completed and executed copy of United States Internal  Revenue Service Form
W-9 or  successor  form  establishing  that such  Lender is not  subject to U.S.
backup  withholding  tax. Each Lender that is not a U.S. Person shall deliver to
the  Borrower,  on or prior to the first  date of  payment  to such  Lender  and
thereafter from time to time as required for renewal under  applicable law, duly
completed and executed  copies of United States  Internal  Revenue  Service Form
W-8BEN  or  W-8ECI  (or  any  successor  or  acceptable  substitute  forms),  as
appropriate,  indicating  in each case that such  Lender is  entitled to receive
payments  under  the  Loan and the  Loan  Documents  without  any  deduction  or
withholding of any United States  federal  income taxes.  If any Lender fails to
provide a  certificate,  document or other  evidence  required  pursuant to this
Section   2.6.4(b)   following  a  request  by  Borrower,   then  deductions  or
withholdings  on  payments to such  Lender  shall be made,  if and to the extent
required by law.

          Section 2.7 Property  Transfers.  The initial  Borrower shall have the
right  to  contemporaneously  Transfer  all of  the  Properties  to a  Qualified
Successor Borrower that will assume all of the obligations of Borrower hereunder
(an "Assumption"),  provided no Event of Default or material monetary Default is
then continuing or would result  therefrom and the following  conditions are met
to the reasonable satisfaction of Lender:

          (a)  such  Qualified   Successor  Borrower  shall  have  executed  and
delivered to Lender an assumption  agreement,  in form and substance  reasonably
acceptable  to Lender,  evidencing  its  agreement  to abide and be bound by the
terms  of  the  Loan  Documents  and  containing  representations  substantially
equivalent to those contained in Article IV, and such other representations (and
evidence of the accuracy of such representations) as the Lender shall reasonably
request;

          (b) such Qualified  Successor  Borrower shall execute and deliver such
Uniform Commercial Code financing  statements as may be reasonably  requested by
Lender;

               (i)  Indemnitor  shall  have  delivered  to Lender an  instrument
satisfactory to Lender  acknowledging the Assumption and ratifying its continued
obligations  under any  indemnity and guaranty  agreements  relating to the Loan
(including the Environmental Indemnity, the Estoppel Indemnity Agreement and the
Indemnity  Agreement) to which  Indemnitor is a party,  except that if, upon the
Assumption, Borrower delivers to Lender new indemnity agreements satisfactory to
Lender executed by a substitute  indemnitor  satisfactory  to Lender,  which new
indemnity  agreements cover the activities  covered by the indemnity  agreements
existing as of the date hereof,  to the extent first occurring after the date of
the  Assumption,  then Lender  shall  modify the  indemnity  agreements  so that
Indemnitor has no liability for such  activities,  to the extent first occurring
after the date of such Assumption;

          (c) such Qualified  Successor  Borrower shall have delivered to Lender
legal opinions of counsel  reasonably  acceptable to Lender which are equivalent
to the opinions delivered to Lender on the Closing Date (including,  only in the
case of a Qualified  Successor Borrower  satisfying clause (a) of the definition
of Qualified  Successor  Borrower,  a new Insolvency Opinion which is reasonably
satisfactory  to Lender and  satisfactory to each of the Rating  Agencies);  and
Borrower and the Qualified  Successor  Borrower  shall have delivered such other
documents, certificates and legal opinions as Lender shall reasonably request;

          (d) such Qualified  Successor  Borrower shall have delivered to Lender
all  documents  reasonably  requested  by it relating to the  existence  of such
Qualified  Successor  Borrower  and the  due  authorization  of  such  Qualified
Successor  Borrower to assume the Loan and to execute and deliver the  documents
described  in  this  Section  2.7,  each  in  form  and   substance   reasonably
satisfactory to Lender,  including,  but not limited to, a certified copy of the
applicable  resolutions  from all appropriate  persons,  certified copies of the
organizational documents of the Qualified Successor Borrower,  together with all
amendments  thereto,  and  certificates  of good  standing or existence  for the
Qualified  Successor  Borrower  issued  as of a  recent  date  by its  state  of
organization  and each  other  state  where  such  entity,  by the nature of its
business, is required to qualify or register;

          (e) the title  insurance  policy or  policies  delivered  pursuant  to
Section  3.1.3(b)  shall have been properly  endorsed to reflect the Transfer of
the Properties to the Qualified Successor Borrower;

          (f) Lender shall received written confirmation from each of the Rating
Agencies  that the legal  structure of the  Qualified  Successor  Borrower,  the
documentation  of the Assumption and the related legal opinions will not, in and
of  themselves,  result  in a  downgrade,  withdrawal  or  qualification  of the
initial,  or, if higher,  then current  ratings  assigned in  connection  with a
Securitization; and

          (g) Lender shall have received a Twenty-Five Thousand Dollar ($25,000)
nonrefundable  assumption fee and shall have received  payment of all reasonable
out-of-pocket  costs and  expenses  incurred  by Lender  (and its  Servicer)  in
connection with such Assumption (including reasonable attorneys' fees and costs,
the cost of an endorsement to the title insurance  policy or policies  delivered
pursuant to Section 3.1.3(b)  reflecting the conveyance of the Properties to the
Qualified Successor Borrower,  lien search and credit investigation expenses and
Rating Agency fees and expenses).

          III. CONDITIONS PRECEDENT

          Section 3.1 Conditions  Precedent to Closing. The obligation of Lender
to make the Loan  hereunder is subject to the  fulfillment by Borrower or waiver
by Lender of the following conditions precedent no later than the Closing Date:

          3.1.1 Representations and Warranties;  Compliance with Conditions. The
representations  and warranties of Borrower  contained in this Agreement and the
other Loan Documents  shall be true and correct in all material  respects on and
as of the  Closing  Date with the same effect as if made on and as of such date,
and no Default or an Event of Default shall have occurred and be continuing; and
each of Borrower and Indemnitor shall be in compliance in all material  respects
with all terms and conditions set forth in this Agreement and in each other Loan
Document on its part to be observed or performed.

          3.1.2 Loan  Agreement  and Note.  Lender shall have received a copy of
this Agreement and the Note; in each case, duly executed and delivered on behalf
of Borrower and, as applicable, Indemnitor.

          3.1.3 Delivery of Loan Documents; Title Insurance; Reports; Leases.

          (a) Mortgages;  Assignments of Leases. Lender shall have received from
Borrower fully executed and  acknowledged  counterparts of the Mortgages and the
Assignments  of Leases and  evidence  that  counterparts  of the  Mortgages  and
Assignments of Leases have been delivered to the title company for recording, in
the  reasonable  judgment  of  Lender,  so as to  effectively  create  upon such
recording valid and  enforceable  Liens upon each  Individual  Property,  of the
requisite priority, in favor of Lender (or such other trustee as may be required
or desired under local law), subject only to the Permitted Encumbrances.  Lender
shall have also  received  from  Borrower  fully  executed  counterparts  of the
Environmental Indemnity and the Cash Management Agreement.

          (b) Title  Insurance.  Lender  shall  have  received  Title  Insurance
Policies  issued by a title  company  acceptable  to Lender  and dated as of the
Closing Date (or a marked,  signed  commitment  to issue such Policies from such
title  company),  with  reinsurance and direct access  agreements  acceptable to
Lender.  Such Title  Insurance  Policies  shall (i) provide  coverage in amounts
satisfactory to Lender,  (ii) insure Lender that the relevant Mortgage creates a
valid  lien on the  Individual  Property  encumbered  thereby  of the  requisite
priority,  free and clear of all  exceptions  from coverage other than Permitted
Encumbrances  and other  exceptions and exclusions from coverage (as modified by
the  terms  of any  endorsements)  acceptable  to  Lender,  (iii)  contain  such
endorsements  and affirmative  coverages as Lender may reasonably  request,  and
(iv)  name  Lender  as the  insured.  The  Title  Insurance  Policies  shall  be
assignable.  Lender  also shall have  received  evidence  that all  premiums  in
respect of such Title Insurance Policies have been paid.

          (c) Survey. Lender shall have received a current title survey for each
Individual  Property,  certified  to the  title  company  and  Lender  and their
successors and assigns, in form and content  satisfactory to Lender and prepared
by a professional and properly licensed land surveyor  satisfactory to Lender in
accordance with the 1992 Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys.  The surveys shall meet the  classification  of an "Urban Survey"
and  the  following   additional   items  from  the  list  of  "Optional  Survey
Responsibilities  and Specifications"  (Table A) should be added to each survey:
2, 3, 4, 6, 8, 9, 10, 11 and 13. Each such survey  shall  reflect the same legal
description   contained  in  the  Title  Insurance  Policies  relating  to  such
Individual  Property  referred to in clause (ii) above and shall include,  among
other things, a metes and bounds description, or a recorded plat description, of
the  real  property  comprising  part of  such  Individual  Property  reasonably
satisfactory to Lender.  The surveyor's seal shall be affixed to each survey and
the surveyor shall provide a certification for each survey in form and substance
acceptable to Lender.

          (d)  Insurance.  Lender  shall have  received  valid  certificates  of
insurance  for the  policies  of  insurance  required  hereunder,  in  form  and
substance  satisfactory  to Lender in its sole  discretion,  and evidence of the
payment of all premiums payable for the existing policy period.

          (e)  Environmental  Reports.  Lender  shall  have  received  a Phase I
environmental report (and, if recommended by the Phase I environmental report, a
Phase II environmental  report) in respect of each Individual Property,  in each
case satisfactory in form and substance to Lender and the Rating Agencies.

          (f) Zoning.  With respect to each  Individual  Property,  Lender shall
have received, at Lender's option, either (i) (A) letters or other evidence with
respect to each Individual Property from the appropriate  municipal  authorities
(or other  Persons)  concerning  applicable  zoning and building laws, or (B) an
ALTA 3.1 zoning  endorsement for the applicable Title Insurance Policy or (ii) a
zoning  opinion letter or zoning  report,  in each case in substance  reasonably
satisfactory to Lender.

          (g) Encumbrances. Borrower shall have taken or caused to be taken such
actions in such a manner so that Lender has a valid and perfected  first Lien as
of the Closing Date with respect to each Mortgage on the  applicable  Individual
Property,  subject only to applicable Permitted  Encumbrances,  and Lender shall
have received  satisfactory evidence thereof (including reports of UCC, tax lien
and  judgment  searches  conducted  by a search firm  acceptable  to Lender with
respect to the Property and Borrower and in such  locations as Lender shall have
requested).

          3.1.4 Related  Documents.  Each additional  document not  specifically
referenced  herein,  but  relating  to  the  transactions   contemplated  herein
(including  each  additional  Loan  Document)  shall  be in form  and  substance
satisfactory  to  Lender,  and shall  have been duly  authorized,  executed  and
delivered  by all parties  thereto and Lender  shall have  received and approved
certified copies thereof.

          3.1.5 Delivery of Organizational  Documents.  On or before the Closing
Date, each of Borrower and Indemnitor  shall deliver or cause to be delivered to
Lender  copies  certified  by  Borrower or  Indemnitor  (as  applicable)  of all
organizational  documentation  related to  Borrower  and  Indemnitor  and/or the
formation,  structure,  existence,  good  standing  and/or  qualification  to do
business,  as Lender may  request  in its sole  discretion,  including,  without
limitation,  good standing  certificates,  qualifications  to do business in the
appropriate jurisdictions, resolutions authorizing the entering into of the Loan
and incumbency certificates as may be requested by Lender.

          3.1.6 Opinions of Borrower's  Counsel.  Lender shall have received (a)
the Insolvency Opinion,  (b) opinions of Borrower's counsel with respect to true
sale and true contribution  issues, (c) opinions of counsel qualified in each of
the states in which the Individual  Properties are located covering such matters
as Lender shall request,  and (d) opinions of Borrower's counsel with respect to
due execution,  authority,  enforceability  of the Loan Documents and such other
matters as Lender may require,  all such  opinions in form,  scope and substance
satisfactory to Lender and Lender's counsel in their sole discretion.

          3.1.7 Financial Information. Borrower shall have delivered, and Lender
shall have  approved,  the Annual Budget for the current  Fiscal Year,  together
with financial information relating to Indemnitor, Borrower and the Property, in
each case, which is satisfactory to Lender.

          3.1.8 Basic  Carrying  Costs.  Borrower shall have paid, or shall have
caused the Master Tenants to have paid, all Basic Carrying Costs relating to the
Properties which are in arrears,  including without limitation,  (a) accrued but
unpaid insurance  premiums  relating to the Properties,  (b) currently due Taxes
(including  any in arrears)  relating to the  Properties,  and (c) currently due
Other  Charges  relating to the  Properties,  which amounts shall be funded with
proceeds of the Loan.

          3.1.9 Completion of Proceedings.  All corporate and other  proceedings
taken or to be taken in connection  with the  transactions  contemplated by this
Agreement and other Loan Documents and all documents incidental thereto shall be
satisfactory in form and substance to Lender, and Lender shall have received all
such  counterpart  originals or certified copies of such documents as Lender may
reasonably request.

          3.1.10 Payments. All payments, deposits or escrows required to be made
or  established by Borrower  under this  Agreement,  the Note and the other Loan
Documents on or before the Closing Date shall have been paid.

          3.1.11 Ground Lessor Estoppels. Lender shall have received an executed
ground lessor estoppel letter, which shall be in form and substance satisfactory
to the Lender, from each of the ground lessors under the Ground Leases.

          3.1.12 Tenant Estoppels. Lender shall have received an executed tenant
estoppel  letter,  which shall be in form and substance  satisfactory to Lender,
from each  Master  Tenant  and any  other  tenant  leasing  any  portion  of any
Individual Property.

          3.1.13  Transaction  Costs.  Borrower  shall  have paid or  reimbursed
Lender for all title  insurance  premiums,  recording and filing fees,  costs of
environmental  reports,  Physical  Conditions  Reports,   appraisals  and  other
reports,  the fees and  costs of  Lender's  counsel  and all other  third  party
out-of-pocket expenses incurred in connection with the origination of the Loan.

          3.1.14  Material  Adverse  Change.  There  shall have been no material
adverse  change in the  financial  condition or business  condition of Borrower,
Indemnitor,  Entertainment  Properties  Trust, any Master Tenant,  any parent or
principal of any Master Tenant or any Individual  Property since the date of the
most recent financial statements delivered to Lender. The income and expenses of
the  Properties,  the occupancy  leases  thereof,  and all other features of the
transaction  shall be as represented to Lender without  material adverse change.
Neither Borrower,  Indemnitor,  nor any of their respective  constituent Persons
shall  be  the  subject  of  any  bankruptcy,   reorganization,   or  insolvency
proceeding.

          3.1.15  Leases and Rent Roll.  Lender  shall  have  received  true and
complete copies of all tenant leases,  certified copies of the Master Leases and
any other tenant leases as requested by Lender and  certified  true and complete
copies of the Ground Leases. Lender shall have received a current certified rent
roll of the Properties, reasonably satisfactory in form and substance to Lender.

          3.1.16  Subordination  and  Attornment.  Lender  shall  have  received
appropriate  instruments  acceptable to Lender  subordinating  all of the Leases
affecting  the  Properties  to the  Mortgage.  Lender  shall  have  received  an
agreement  to attorn to Lender  satisfactory  to Lender from any tenant  under a
Lease that does not provide  for such  attornment  by its terms or as  otherwise
requested by Lender.

          3.1.17  Tax  Lot.  Lender  shall  have  received  evidence  that  each
Individual  Property  constitutes  one  (1) or more  separate  tax  lots,  which
evidence shall be reasonably satisfactory in form and substance to Lender.

          3.1.18  Physical  Conditions  Reports.   Lender  shall  have  received
Physical  Conditions  Reports with respect to each  Individual  Property,  which
reports  shall be  satisfactory  in form and  substance to Lender and the Rating
Agencies.

          3.1.19 Appraisal.  Lender shall have received an Approved Appraisal of
each Individual  Property,  which shall be satisfactory in form and substance to
Lender and the Rating Agencies.

          3.1.20 Consents, Licenses, Approvals, etc.. Lender shall have received
copies of all consents,  licenses and approvals,  if any, required in connection
with the execution,  delivery and performance by Borrower,  and the validity and
enforceability, of the Loan Documents, and such consents, licenses and approvals
shall be in full force and effect.

          3.1.21 Inventory.  Lender shall have received a complete  inventory of
the  fixtures  and  equipment  present at each  Individual  Property  or used in
connection with each Individual Property,  indicating the owner of each item and
its  location  (if other than on the site of the related  Individual  Property);
provided,  however, that such information with respect to fixtures and equipment
owned,  leased or otherwise  supplied by the related Master Tenant shall only be
required to the extent such  information  has been made available to Borrower or
any of its Affiliates.

          3.1.22 Securitization.  Borrower acknowledges that it is intended that
a Securitization  be completed  simultaneously  with the closing of the Loan and
that the execution of a Securitization  of the Loan on a "stand-alone"  basis on
terms  satisfactory  to Lender,  in its sole  discretion,  shall be a  condition
precedent to any obligation of Lender to make the Loan.

          3.1.23  Collateral  Accounts.  The Lockbox Account,  the Loss Proceeds
Account  and  each of the  Reserve  Accounts  shall  have  been  established  in
conformance with this Agreement and the Cash Management  Agreement and funded to
the extent required thereunder.

          3.1.24  No  Injunction.  No  Legal  Requirement  shall  exist,  and no
litigation  shall be pending or threatened,  which in the good faith judgment of
Lender would enjoin, prohibit, restrain or impose or result in the imposition of
any material adverse condition upon, the making or repayment of the Loan.

          3.1.25 Licenses. Lender shall have received a copy of (a) all Licenses
used in  connection  with the  ownership or occupancy of each of the  Individual
Properties,  which Licenses are held by Borrower or its Affiliates,  and (b) all
such Licenses held by third parties (including the Master Tenants) to the extent
that Borrower or its Affiliates  have received copies of the same, in each case,
in form and substance reasonably satisfactory to Lender.

          3.1.26  Further  Documents.  Lender or its counsel shall have received
such other and further approvals,  opinions, documents and information as Lender
or its counsel may have  reasonably  requested  including the Loan  Documents in
form and substance satisfactory to Lender and its counsel.

          IV. REPRESENTATIONS AND WARRANTIES

          Section 4.1 Borrower Representations. Borrower represents and warrants
as of the date hereof and as of the Closing Date that:

          4.1.1  Organization.  Each of Borrower  and  Indemnitor  has been duly
organized and is validly  existing and in good standing with requisite power and
authority  to own its assets and to transact the  businesses  in which it is now
engaged. Each of Borrower and Indemnitor is duly qualified to do business and is
in good standing in each jurisdiction where it is required to be so qualified in
connection  with its assets,  businesses  and  operations.  Each of Borrower and
Indemnitor   possesses  all  rights,   licenses,   permits  and  authorizations,
governmental  or  otherwise,  necessary  to  entitle it to own its assets and to
transact  the  businesses  in which it is now  engaged.  The  sole  business  of
Borrower is the ownership, management and operation of the Properties.

          4.1.2 Proceedings. Each of Borrower and, as applicable, Indemnitor has
taken all necessary action to authorize the execution,  delivery and performance
of this  Agreement and the other Loan  Documents.  This Agreement and such other
Loan Documents have been duly executed and delivered by or on behalf of Borrower
and,  as  applicable,   Indemnitor  and  constitute  legal,  valid  and  binding
obligations  of Borrower and, as  applicable,  Indemnitor,  enforceable  against
Borrower and, as  applicable,  Indemnitor in  accordance  with their  respective
terms,  subject only to applicable  bankruptcy,  insolvency and similar laws and
legal principles  affecting rights of creditors  generally,  and subject,  as to
enforceability,   to  general   principles  of  equity  (regardless  of  whether
enforcement is sought in a proceeding in equity or at law).

          4.1.3 No Conflicts.  The execution,  delivery and  performance of this
Agreement  and  the  other  Loan  Documents  by  Borrower  and,  as  applicable,
Indemnitor  will not conflict  with or result in a breach of any of the terms or
provisions  of, or  constitute  a default  under,  or result in the  creation or
imposition of any lien,  charge or encumbrance  (other than pursuant to the Loan
Documents)  upon any of the  property or assets of Borrower  or, as  applicable,
Indemnitor pursuant to the terms of any indenture, mortgage, deed of trust, loan
agreement,  partnership  agreement,  management  agreement or other agreement or
instrument  to which  Borrower  or  Indemnitor  is a party  or by  which  any of
Borrower's or Indemnitor's  property or assets is subject,  nor will such action
result in any violation of the  provisions of any statute or any order,  rule or
regulation of any court or governmental  agency or body having jurisdiction over
Borrower or  Indemnitor  or any of  Borrower's  or  Indemnitor's  properties  or
assets,  and  any  consent,  approval,  authorization,  order,  registration  or
qualification  of or with any court or any such  regulatory  authority  or other
governmental agency or body required for the execution, delivery and performance
by Borrower or, as  applicable,  Indemnitor of this  Agreement or any other Loan
Documents has been obtained and is in full force and effect.

          4.1.4 Litigation. There are no actions, suits or proceedings at law or
in equity by or before any Governmental Authority or other agency now pending or
threatened against or affecting Borrower or any Individual  Property,  except as
set forth on Schedule VI hereof. No such actions,  suits or proceedings (whether
or not listed on Schedule VI), if determined  against Borrower or any Individual
Property,   might  materially  adversely  affect  the  condition  (financial  or
otherwise)  or  business  of  Borrower  or the  condition  or  ownership  of any
Individual  Property.  Any  material  liability  imposed upon or incurred by the
Borrower or any Individual  Property in connection with the litigation listed on
Schedule IV will be fully covered by insurance.

          4.1.5  Agreements.  Borrower  is  not a  party  to  any  agreement  or
instrument or subject to any restriction which might materially adversely affect
Borrower or any  Individual  Property,  or  Borrower's  business,  properties or
assets,  operations  or condition,  financial or  otherwise.  Borrower is not in
default in any material respect in the performance, observance or fulfillment of
any of the  obligations,  covenants or conditions  contained in any agreement or
instrument to which it is a party or by which  Borrower or any of the Properties
are bound.  Borrower has no material  financial  obligation under any indenture,
mortgage,  deed of trust,  loan  agreement or other  agreement or  instrument to
which  Borrower is a party or by which  Borrower or the  Properties is otherwise
bound,  other  than (a)  obligations  incurred  in the  ordinary  course  of the
operation  of the  Properties  as  permitted  pursuant  to  clause  (xx)  of the
definition of "Special Purpose Entity" set forth in Section 1.1 hereof,  and (b)
obligations under the Loan Documents.

          4.1.6 Title.  Borrower has good,  marketable  and insurable fee simple
title or leasehold  title, as applicable,  to the real property  comprising each
Individual  Property and good title to the balance of such Individual  Property,
free and clear of all Liens whatsoever  except the Permitted  Encumbrances.  The
Permitted  Encumbrances in the aggregate do not materially and adversely  affect
the value,  operation or use of the applicable Individual Property (as currently
used) or  Borrower's  ability to repay the Loan.  Each  Mortgage,  when properly
recorded in the appropriate  records,  together with any Uniform Commercial Code
financing statements required to be filed in connection  therewith,  will create
(a) a  valid,  perfected  first  priority  lien  on  the  applicable  Individual
Property,  subject only to Permitted  Encumbrances  and (b)  perfected  security
interests in and to, and perfected  collateral  assignments  of, all  personalty
(including the Leases),  all in accordance with the terms thereof,  in each case
subject only to any applicable Permitted  Encumbrances.  There are no claims for
payment for work, labor or materials affecting the Properties,  which are or may
become a lien prior to, or of equal priority with, the Liens created by the Loan
Documents,  other than those claims with respect to which insurance  coverage is
provided pursuant to the related Title Insurance Policy.

          4.1.7  Solvency.  Borrower (a) has not entered into the transaction or
executed the Note,  this  Agreement or any other Loan  Documents with the actual
intent to hinder,  delay or defraud any  creditor  and (b)  received  reasonably
equivalent  value in exchange  for its  obligations  under such Loan  Documents.
Giving effect to the Loan, the fair saleable value of Borrower's  assets exceeds
and will,  immediately following the making of the Loan, exceed Borrower's total
liabilities, including, without limitation, subordinated, unliquidated, disputed
and contingent liabilities.  The fair saleable value of Borrower's assets is and
will,  immediately  following the making of the Loan, be greater than Borrower's
probable liabilities, including the maximum amount of its contingent liabilities
on its debts as such debts become absolute and matured. Borrower's assets do not
and,  immediately  following  the  making  of  the  Loan  will  not,  constitute
unreasonably small capital to carry out its business as conducted or as proposed
to be conducted. Borrower does not intend to, and does not believe that it will,
incur  debt  and  liabilities   (including  contingent   liabilities  and  other
commitments)  beyond its ability to pay such debt and liabilities as they mature
(taking  into  account the timing and amounts of cash to be received by Borrower
and the  amounts to be payable on or in  respect of  obligations  of  Borrower).
Except as expressly  disclosed to Lender in writing,  no petition in  bankruptcy
has been filed against Borrower or any constituent  Person in the last seven (7)
years,  and neither  Borrower nor any  constituent  Person in the last seven (7)
years  has  ever  made an  assignment  for the  benefit  of  creditors  or taken
advantage of any insolvency act for the benefit of debtors. Neither Borrower nor
any of its constituent Persons are contemplating either the filing of a petition
by it  under  any  state  or  federal  bankruptcy  or  insolvency  laws  or  the
liquidation  of all or a major  portion of  Borrower's  assets or property,  and
Borrower  has no knowledge  of any Person  contemplating  the filing of any such
petition against it or such constituent Persons.

          4.1.8  Full and  Accurate  Disclosure.  No  statement  of fact made by
Borrower in this  Agreement or in any of the other Loan  Documents  contains any
untrue  statement  of a  material  fact or  omits  to state  any  material  fact
necessary to make statements  contained herein or therein not misleading.  There
is no material fact presently  known to Borrower which has not been disclosed to
Lender  which  materially  and  adversely  affects,  nor as far as Borrower  can
foresee,  might materially and adversely affect, any Individual  Property or the
business,  operations or condition (financial or otherwise) of Borrower. For the
purposes of the representations and warranties  contained in this Section 4.1.8,
any  information  contained  in the  Offering  Materials  shall be  deemed to be
disclosed to Lender.

          4.1.9 No Plan Assets.  Borrower is not an "employee  benefit plan," as
defined in Section 3(3) of ERISA,  subject to Title I of ERISA,  and none of the
assets of Borrower  constitutes or will constitute  "plan assets" of one or more
such plans within the meaning of 29 C.F.R. Section 2510.3-101.  In addition, (a)
Borrower is not a  "governmental  plan"  within the meaning of Section  3(32) of
ERISA and (b) transactions by or with Borrower are not subject to state statutes
regulating   investment   of,  and  fiduciary   obligations   with  respect  to,
governmental  plans similar to the provisions of Section 406 of ERISA or Section
4975 of the Code currently in effect,  which prohibit or otherwise  restrict the
transactions contemplated by this Loan Agreement.

          4.1.10  Compliance.  Borrower and the  Properties  and the use thereof
comply  in  all  material  respects  with  all  applicable  Legal  Requirements,
including,  without  limitation,  building  and  zoning  ordinances  and  codes.
Borrower is not in default or violation of any order, writ,  injunction,  decree
or  demand  of any  Governmental  Authority.  There  has not been  committed  by
Borrower or, to the best knowledge of Borrower, any other Person in occupancy of
or involved  with the  operation  or use of the  Properties  any act or omission
affording the federal government or any other  Governmental  Authority the right
of  forfeiture  as against any  Individual  Property or any part  thereof or any
monies  paid in  performance  of  Borrower's  obligations  under any of the Loan
Documents.

          4.1.11 Financial Information.  All financial data, including,  without
limitation,  any statements of cash flow and income and operating expense,  that
have been  prepared  by  Borrower  or any of its  Affiliates  or, to the best of
knowledge of Borrower,  on behalf of Borrower and delivered to Lender in respect
of  Borrower  and the  Properties  (i) are true,  complete  and  correct  in all
material  respects,  (ii)  accurately  represent the financial  condition of the
Properties as of the date of such reports,  and (iii) to the extent  prepared or
audited by an independent  certified public  accounting firm, have been prepared
in accordance  with GAAP  throughout  the periods  covered,  except as disclosed
therein. To Borrower's knowledge, all financial data relating to the revenues of
the Properties  (including,  without  limitation,  reports on theater ticket and
other sales for the  calculation  of percentage  rents under the Master  Leases)
prepared by the Master Tenants and delivered by Borrower to Lender (a) are true,
complete and correct in all material respects,  and (b) accurately represent the
financial condition of the Properties as of the date of such reports. Except for
Permitted  Encumbrances,  Borrower  does not have  any  contingent  liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized or
anticipated  losses from any unfavorable  commitments that are known to Borrower
and  reasonably  likely to have a materially  adverse  effect on any  Individual
Property  or the  operation  thereof  as a  megaplex  movie  theater,  except as
referred to or reflected in said  financial  statements.  Since the date of such
financial  statements,  there  has  been no  materially  adverse  change  in the
financial  condition,  operations  or business  of  Borrower  or any  Individual
Property  from  that set forth in said  financial  statements.  Borrower  has no
reason to believe or suspect that any financial data provided by or on behalf of
any Master Tenant in respect of any of the Properties and delivered to Lender is
not true,  complete and correct in all material  respects or does not accurately
represent the financial  condition of the related Individual  Property as of the
date thereof.

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

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

          4.1.14  Utilities  and Public  Access.  Each  Individual  Property has
rights of access to public ways and is served by water,  sewer,  sanitary  sewer
and storm drain facilities  adequate to service such Individual Property for its
respective  intended uses. All public  utilities  necessary or convenient to the
full use and  enjoyment of each  Individual  Property are located  either in the
public right-of-way abutting such Individual Property (which are connected so as
to serve such  Individual  Property  without  passing over other property) or in
recorded  easements serving such Individual  Property and such easements are set
forth in and insured by the Title  Insurance  Policies.  All roads necessary for
the use of each Individual  Property for their current respective  purposes have
been  completed  and  dedicated to public use and  accepted by all  Governmental
Authorities.

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

          4.1.16 Separate Lots. Each Individual Property is comprised of one (1)
or more  parcels  which  constitute  a  separate  tax lot or lots  and  does not
constitute  a  portion  of any  other  tax lot  not a part  of  such  Individual
Property.

          4.1.17 Assessments.  There are no pending or proposed special or other
assessments  for public  improvements  or  otherwise  affecting  any  Individual
Property, nor are there any contemplated improvements to any Individual Property
that may result in such special or other assessments.

          4.1.18 Enforceability. The Loan Documents are not subject to any right
of rescission,  set-off,  counterclaim or defense by Borrower or, as applicable,
Indemnitor,  including  the defense of usury,  nor would the operation of any of
the terms of the Loan Documents, or the exercise of any right thereunder, render
the  Loan  Documents   unenforceable   (subject  to  principles  of  equity  and
bankruptcy,  insolvency and other laws generally affecting creditors' rights and
the  enforcement  of  debtors'  obligations),   and  neither  Borrower  nor,  as
applicable,   Indemnitor  has  asserted  any  right  of   rescission,   set-off,
counterclaim or defense with respect thereto.

          4.1.19  No Prior  Assignment.  There are no prior  assignments  of the
Leases or any  portion of the Rents due and payable or to become due and payable
which are presently outstanding.

          4.1.20 Insurance.  Borrower has obtained and has delivered,  to Lender
certificates  of  insurance  in  form  and  substance   satisfactory  to  Lender
reflecting the insurance coverages,  amounts and other requirements set forth in
this Agreement. No claims have been made under any insurance policy evidenced by
such  certificates and Borrower has not and, to the Borrower's best of knowledge
no other Person,  has done, by act or omission,  anything which would impair the
coverage of any such policy.

          4.1.21 Use of Property.  Each Individual  Property is used exclusively
as a movie theater and for other appurtenant and related uses.

          4.1.22  Certificate  of  Occupancy;   Licenses.  All  certificates  of
completion  and occupancy  permits and, to the best  knowledge of Borrower,  all
other  certifications,  permits,  licenses  and  approvals,  including,  without
limitation,  any applicable liquor license required for the legal use, occupancy
and operation of each  Individual  Property as a megaplex  movie theater and all
appurtenant and related uses (collectively,  the "Licenses"), have been obtained
and are in full force and effect, Borrower shall keep and maintain, or cause the
related  Master  Tenant to keep and  maintain,  all Licenses  necessary  for the
operation  of each  Individual  Property  as a megaplex  movie  theater  and all
appurtenant and related uses. The use being made of each Individual  Property is
in  conformity  with the  certificate  of occupancy  issued for such  Individual
Property.

          4.1.23 Flood Zone. None of the Improvements on any Individual Property
are located in an area as identified by the Federal Emergency  Management Agency
as an area having special flood hazards; provided that, if any Improvement is so
located,  the flood insurance  required pursuant to Section 6.l(a)(i) is in full
force and effect with respect to each such Individual Property.

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

          4.1.25  Boundaries.  All of the  improvements  which were  included in
determining  the appraised  value of each  Individual  Property  pursuant to the
related  Approved  Appraisal of such  Individual  Property lie wholly within the
boundaries and building  restriction lines of such Individual  Property,  and no
improvements on adjoining properties encroach upon such Individual Property, and
no easements  or other  encumbrances  upon the  applicable  Individual  Property
encroach  upon  any  of  the  improvements,   so  as  to  affect  the  value  or
marketability  of the  applicable  Individual  Property  except  those which are
insured against by title insurance.

          4.1.26 Leases.  (a) The Properties are not subject to any Leases other
than the Master  Leases and any other  Leases  described on Schedule II attached
hereto and made a part  hereof.  Borrower is the owner and lessor of  landlord's
interest in the Leases. No Person has any possessory  interest in any Individual
Property or right to occupy the same except under and pursuant to the provisions
of the Leases. The Leases are in full force and effect and there are no defaults
thereunder by either party and there are no conditions that, with the passage of
time or the giving of notice, or both, would constitute defaults thereunder.  No
Rent  (including  security  deposits)  has been  paid more than one (1) month in
advance of its due date.  All work to be performed by Borrower  under each Lease
has been performed as required and has been accepted by the  applicable  tenant,
and any payments,  free rent,  partial rent,  rebate of rent or other  payments,
credits, allowances or abatements required to be given by Borrower to any tenant
has already been received by such tenant. There has been no prior sale, transfer
or  assignment,  hypothecation  or pledge of any Lease or of the Rents  received
therein. No Master Tenant or other tenant listed on Schedule II has assigned its
Lease or sublet all or any portion of the premises  demised  thereby,  no Master
Tenant or such  other  tenant  holds its leased  premises  under  assignment  or
sublease,  nor does anyone except the related Master Tenant or such other tenant
and its employees occupy such leased  premises.  No tenant under any Lease has a
right or option  pursuant to such Lease or otherwise to purchase all or any part
of the leased  premises or the building of which the leased  premises are a part
(other than AMC, with respect to its rights of first refusal and rights of first
offer, the AMC Prohibition  Purchase Options and the AMC Louisiana Options).  No
tenant  under any Lease has any  right or  option  for  additional  space in the
Improvements.  To the best knowledge of Borrower,  no hazardous  wastes or toxic
substances, as defined by applicable federal, state or local statutes, rules and
regulations, have been disposed, stored or treated by any tenant under any Lease
on or about the leased  premises  nor does  Borrower  have any  knowledge of any
tenant's  intention to use its leased premises for any activity which,  directly
or indirectly,  involves the use, generation,  treatment,  storage,  disposal or
transportation  of any  petroleum  product or any toxic or  hazardous  chemical,
material, substance or waste.

          4.1.27 Survey.  The Survey for each Individual  Property  delivered to
Lender in connection  with this  Agreement has been prepared in accordance  with
the  provisions  of Section  3.1.3(c)  hereof,  and does not fail to reflect any
material matter affecting such Individual Property or the title thereto.

          4.1.28 [Intentionally Omitted]

          4.1.29 Filing and Recording  Taxes.  All transfer taxes,  deed stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid by any Person under  applicable Legal  Requirements  currently in effect in
connection  with the transfer of the  Properties to Borrower have been paid. All
mortgage, mortgage recording, stamp, intangible or other similar tax required to
be paid by any Person under applicable Legal Requirements currently in effect in
connection  with the execution,  delivery,  recordation,  filing,  registration,
perfection  or  enforcement  of any of the Loan  Documents,  including,  without
limitation,   the   Mortgages,   have  been  paid,   and,  under  current  Legal
Requirements,  each of the Mortgages is  enforceable  in  accordance  with their
respective  terms by Lender  (or any  subsequent  holder  thereof),  subject  to
principles  of  equity  and  bankruptcy,  insolvency  and other  laws  generally
applicable to creditors' rights and the enforcement of debtors' obligations.

          4.1.30  Special  Purpose  Entity/Separateness.  (a) Until the Debt has
been paid in full, Borrower hereby represents,  warrants and covenants that each
of Borrower and any Special Purpose Equityholder is, shall be and shall continue
to be a Special Purpose Entity.

          (b) The representations, warranties and covenants set forth in Section
4.1.30(a)  shall  survive  for so long as any amount  remains  payable to Lender
under this Agreement or any other Loan Document.

          (c) All of the factual  assumptions  made in the  Insolvency  Opinion,
including,  but not  limited to, any  exhibits  attached  thereto,  are true and
correct in all  respects  and any  factual  assumptions  made in any  subsequent
non-consolidation  opinion  delivered in connection  with the Loan Documents (an
"Additional  Insolvency Opinion"),  including,  but not limited to, any exhibits
attached thereto,  will have been and shall be true and correct in all respects.
Borrower has complied and will comply with all of the factual  assumptions  made
with respect to it in the  Insolvency  Opinion.  Borrower will have complied and
will comply with all of the factual  assumptions  made with respect to it in any
Additional  Insolvency Opinion.  Each entity other than Borrower with respect to
which a factual  assumption has been made in the Insolvency  Opinion or shall be
made in any  Additional  Insolvency  Opinion will have  complied and will comply
with all of the factual assumptions made with respect to it in such opinion.

          4.1.31   Management  of  Properties.   Each  Individual   Property  is
self-managed  by Borrower in so far as each  Individual  Property is leased to a
Master Tenant which is required to perform typical property management functions
(other  than  collection  of rents  under such  Master  Leases)  pursuant to the
related Master Lease and no third party property  manager has been retained with
respect to any Individual Property.

          4.1.32 Ground Leases.  (a) Borrower  represents and warrants to Lender
with respect to the Ground Leases as follows:

               (i) With respect to the Clearview Ground Lease:

                    (1) A true and  complete  copy of such Ground Lease has been
          delivered to Lender, and such Ground Lease or a memorandum thereof has
          been duly recorded;

                    (2) Such  Ground  Lease is in full  force and  effect and no
          default has occurred thereunder nor, to Borrower's knowledge, is there
          any  existing  condition  which,  but for the  passage  of time or the
          giving of notice or both,  would  result in a default  under the terms
          thereof;

                    (3) All rents,  additional  rents,  percentage rents and all
          other  charges due and payable under such Ground Lease have been fully
          paid;

                    (4) Such Ground Lease has an original term which extends not
          less than thirty (30) years beyond the latest Maturity Date hereunder,
          taking into account any extension options that are freely  exercisable
          by the lessee under such Ground Lease, and all such extension  options
          have either been  previously  exercised or are first  exercisable  not
          less than five (5) years after the latest Maturity Date hereunder;

                    (5)  Such  Ground  Lease  does not  restrict  the use of any
          portion  of  the   applicable   Individual   Property  by  the  lessee
          thereunder, its successors or its assigns in a manner that would cause
          a Material Adverse Effect;

                    (6) Such Ground  Lease  permits  the  interest of the lessee
          thereunder  to be  encumbered  by leasehold  mortgages and contains no
          restrictions on the identity of a leasehold mortgagee;

                    (7)  Such  Ground  Lease  may  not  be  amended,   modified,
          cancelled  or  terminated  without  the prior  written  consent of the
          leasehold mortgagee;

                    (8)  Such  Ground  Lease  is not  subject  to any  liens  or
          encumbrances  superior  to, or of equal  priority  with,  the Mortgage
          (other than the fee interest of the lessor thereunder);

                    (9) There are no liens  encumbering  the fee interest of the
          lessor  thereunder  (other  than  the  mortgage  encumbering  such fee
          interest which was disclosed to Lender in an estoppel letter delivered
          by the owner of such fee interest on or prior to the Closing Date);

                    (10) Such  Ground  Lease is  assignable  by the  holder of a
          leasehold  mortgage  upon a foreclosure  of such mortgage  without the
          consent of the lessor thereunder;  provided that such assignment is to
          an assignee that (a) has a net worth that is at least equal to that of
          Borrower's predecessor-in-interest,  as tenant under the Ground Lease,
          at the time of the  commencement of the Ground Lease, and (b) will use
          the applicable Individual Property as a theater complex;

                    (11) Such Ground  Lease  requires the lessor  thereunder  to
          give notice of any default by the lessee thereunder to the holder of a
          leasehold  mortgage;  and such Ground Lease  further  provides that no
          notice given  thereunder  is effective  against such holder,  unless a
          copy has been  given to such  holder in the manner  described  in such
          Ground Lease;

                    (12) The holder of a  leasehold  mortgage  is  permitted  at
          least  thirty  (30) days in  addition to the cure period of the lessee
          under such Ground Lease to cure any default thereunder,  to the extent
          such  default  is  curable,  after the  receipt  of notice of any such
          default, before the lessor thereunder may terminate such Ground Lease;

                    (13)  In  the  event  of the  bankruptcy  or  insolvency  of
          Borrower,  as the lessee  under  such  Ground  Lease,  the holder of a
          leasehold  mortgage  has  the  right,  following  termination  of such
          existing Ground Lease or rejection thereof by a bankruptcy  trustee or
          similar  party,  to enter  into a new  ground  lease  with the  lessor
          thereunder  on the same terms as the existing  Ground  Lease,  and all
          rights of the lessee under such Ground Lease may be exercised by or on
          behalf of such holder; and

                    (14) Subject to the Permitted Encumbrances,  Borrower is the
          owner of the entire  lessee's  interest in and under such Ground Lease
          and has the right and authority  thereunder to execute this Agreement,
          the related Mortgage and other related Loan Documents.

               (ii) With respect to the Hoffman Ground Lease:

                    (1) A true and  complete  copy of such Ground Lease has been
          delivered to Lender, and such Ground Lease or a memorandum thereof has
          been duly recorded;

                    (2) Such  Ground  Lease is in full  force and  effect and no
          default has occurred thereunder nor, to Borrower's knowledge, is there
          any  existing  condition  which,  but for the  passage  of time or the
          giving of notice or both,  would  result in a default  under the terms
          thereof;

                    (3) All rents,  additional  rents,  percentage rents and all
          other  charges due and payable under such Ground Lease have been fully
          paid;

                    (4) Such Ground Lease has an original term which extends not
          less than thirty (30) years beyond the latest Maturity Date hereunder,
          taking into account any extension options that are freely  exercisable
          by the lessee under such Ground Lease, and all such extension  options
          have either been  previously  exercised or are first  exercisable  not
          less than five (5) years after the latest Maturity Date hereunder;

                    (5)  Such  Ground  Lease  does not  restrict  the use of any
          portion  of  the   applicable   Individual   Property  by  the  lessee
          thereunder, its successors or its assigns in a manner that would cause
          a Material Adverse Effect;

                    (6) Such Ground  Lease  permits  the  interest of the lessee
          thereunder  to be  encumbered  by leasehold  mortgages and contains no
          restrictions on the identity of a leasehold mortgagee;

                    (7)  Such  Ground  Lease  may  not  be  amended,   modified,
          cancelled  or  terminated  without  the prior  written  consent of the
          leasehold mortgagee;

                    (8)  Such  Ground  Lease  is not  subject  to any  liens  or
          encumbrances  superior  to, or of equal  priority  with,  the Mortgage
          (other than the fee interest of the lessor thereunder);

                    (9) There are no liens  encumbering  the fee interest of the
          lessor thereunder;

                    (10) Such  Ground  Lease is  assignable  by the  holder of a
          leasehold  mortgage upon a  foreclosure  of such mortgage (a) prior to
          June  2006,  with  the  consent  of the  lessor  thereunder,  and  (b)
          thereafter, without the consent of such lessor;

                    (11) Such Ground  Lease  requires the lessor  thereunder  to
          give notice of any default by the lessee  thereunder  to a holder of a
          leasehold  mortgage;  and such Ground Lease  further  provides that no
          notice given  thereunder  is effective  against such holder,  unless a
          copy has been  given to such  holder in the manner  described  in such
          Ground Lease;

                    (12) A holder of a leasehold  mortgage is permitted at least
          thirty (30) days in  addition  to the cure period of the lessee  under
          such Ground Lease to cure any default  thereunder,  to the extent such
          default is curable,  after the receipt of notice of any such  default,
          before the lessor  thereunder  may  terminate  such Ground Lease (and,
          where  necessary,  is permitted the  opportunity to gain possession of
          the  interest of such lessee  under such Ground  Lease  through  legal
          proceedings  or to  take  other  action  so long  as  such  holder  is
          proceeding diligently);

                    (13) In the case of a default  under such Ground Lease which
          is not curable by the holder of a leasehold mortgage,  such holder has
          the right,  following  termination  of such  existing  Ground Lease to
          enter into a new ground lease with the lessor  thereunder  on the same
          terms as the existing Ground Lease, and all rights of the lessee under
          such Ground  Lease may be  exercised  by or on behalf of such  holder;
          provided  that, in the case of a termination of such Ground Lease as a
          result of a default not curable by such holder,  such holder shall (a)
          timely  notify  lessor of such  holder's  desire  to enter  into a new
          ground lease;  (b) timely pay all delinquent  rents and other sums due
          and payable under the existing Ground Lease; and (iii) timely commence
          and proceed with diligence to cure all other curable  defaults of such
          lessee thereunder; and

                    (14) Subject to the Permitted Encumbrances,  Borrower is the
          owner of the entire  lessee's  interest in and under such Ground Lease
          and has the right and authority  thereunder to execute this Agreement,
          the related Mortgage and other related Loan Documents.

          (b) Borrower  covenants  and agrees with  Landlord with respect to the
Ground Leases as follows:

               (i) Borrower  shall,  at its sole cost and expense,  promptly and
timely  perform and observe,  or cause the related Master Tenant to promptly and
timely  perform and observe,  all the material  terms,  covenants and conditions
required to be  performed  and  observed by Borrower as lessee under each Ground
Lease (including,  but not limited to, the payment of all rent, additional rent,
percentage rent and other charges required to be paid under such Ground Lease).

               (ii) If Borrower shall violate any of the covenants  specified in
any Ground Lease, then Borrower grants Lender the right (but not the obligation)
to cause the  resulting  default  or  defaults  under  such  Ground  Lease to be
remedied and  otherwise  to exercise  any and all rights of Borrower  under each
Ground Lease, as may be necessary to prevent or cure any default,  provided such
actions are necessary to protect Lender's  interest under this  instrument,  and
Lender  shall have the right  subject to the terms of the Ground  Lease to enter
all or any  portion of the  Property  at such times and in such manner as Lender
deems necessary, to prevent or to cure any such default.

               (iii) The  actions or  payments  of Lender to cure any default by
Borrower under any Ground Lease shall not remove or waive,  as between  Borrower
and Lender,  the default  that  occurred  under this  Agreement by virtue of the
default by Borrower under any Ground Lease.  All sums expended by Lender to cure
any such default shall be paid by Borrower to Lender, upon demand, with interest
on such sum at the rate set forth in the Note from the date such sum is expended
to and including the date the reimbursement  payment is made to the Lender.  All
such indebtedness shall be deemed to be secured by the related Mortgage.

               (iv)  Borrower  shall  notify  Lender  promptly in writing  after
Borrower receives notice of the occurrence of any material default by the lessor
under any Ground Lease or the occurrence of any event that,  with the passage of
time or service of notice,  or both,  would constitute a material default by the
lessor  under any  Ground  Lease,  and the  receipt  by  Borrower  of any notice
(written or otherwise) from the lessor under any Ground Lease noting or claiming
the  occurrence  of any  default  by  Borrower  under  any  Ground  Lease or the
occurrence of any event that, with the passage of time or service of notice,  or
both,  would  constitute a default by Borrower under any Ground Lease.  Borrower
shall  promptly  deliver to Lender a true and complete  copy of any such written
notice of default.

               (v)  Borrower  shall  deliver to each  ground  lessor  under each
Ground  Lease  written  notice of the  identity  of Lender and each  assignee of
Lender of which Borrower is aware.

               (vi) In the event  proceeds  of a Casualty or  Condemnation  with
respect to any of the  Properties  are required to be deposited  into an account
pursuant to the relevant  Ground Lease,  Borrower  shall, to the extent Borrower
has such right under such Ground Lease,  cause such amounts to be deposited into
an Eligible  Account,  and any amounts  released  therefrom to Borrower shall be
deposited into the Loss Proceeds Account in accordance herewith.

               (vii)  Within  thirty (30) days after  written  demand by Lender,
Borrower  shall use  reasonable  efforts  (other than payments to the lessor) to
obtain from the lessor under any Ground Lease and furnish to Lender the estoppel
certificate of such lessor stating the date through which rent has been paid and
whether or not there are any defaults  thereunder  and  specifying the nature of
such claimed defaults, if any.

               (viii) Borrower shall promptly  execute,  acknowledge and deliver
to Lender such  instruments  as may  reasonably  be required to permit Lender to
cure any  default  under any  Ground  Lease or permit  Lender to take such other
action  required  to enable  Lender to cure or remedy the matter in default  and
preserve the security  interest of Lender under the Loan  Documents with respect
to any Ground Lease Property.  Borrower  irrevocably appoints Lender as its true
and lawful  attorney-in-fact  to do, in its name or otherwise,  any and all acts
and to execute any and all  documents  that are necessary to preserve any rights
of  Borrower  under or with  respect to the Ground  Leases,  including,  without
limitation,  the right to  effectuate  any  extension  or  renewal of any Ground
Lease,  or to preserve any rights of Borrower  whatsoever in respect of any part
of any Ground Lease (and the above powers  granted to Lender are coupled with an
interest and shall be irrevocable).

               (ix) The generality of the provisions of this section relating to
the Ground Leases shall not be limited by other  provisions of this Agreement or
the other Loan Documents  setting forth particular  obligations of Borrower that
are also  required of Borrower  with respect to the Ground Leases or the related
Ground Lease Properties.

               (x) Borrower shall not,  without  Lender's prior written consent,
surrender, terminate, forfeit, or suffer or permit the surrender, termination or
forfeiture of, or change,  modify or amend in a material or adverse manner,  any
Ground Lease. Consent to one amendment,  change, agreement or modification shall
not be deemed to be a waiver of the right to require consent to other, future or
successive amendments, changes, agreements or modifications.  Any acquisition of
any  lessor's  interest  in any Ground  Lease by Borrower  or any  affiliate  of
Borrower  shall be  accomplished  by  Borrower in such a manner so as to avoid a
merger of the  interests  of lessor  and  lessee in such  Ground  Lease,  unless
consent to such merger is granted by Lender.

               (xi)  Notwithstanding  anything to the contrary contained in this
Agreement with respect to the Ground Leases:

                    (1) The  lien of the  related  Mortgage  attaches  to all of
          Borrower's  rights and remedies at any time arising  under or pursuant
          to Subsection 365(h) of the Bankruptcy Code, 11 U.S.C. Sections 101 et
          seq. (the "Bankruptcy Code"),  including,  without limitation,  all of
          Borrower's  rights,  as debtor, to remain in possession of the related
          Ground Lease Property.

                    (2) Borrower shall not,  without  Lender's  written consent,
          elect  to  treat  any  Ground  Lease as  terminated  under  subsection
          365(h)(l)  of the  Bankruptcy  Code.  Any such  election  made without
          Lender's prior written consent shall be void.

                    (3) As  security  for  the  Debt,  Borrower  unconditionally
          assigns,  transfers and sets over to Lender all of  Borrower's  claims
          and rights to the payment of damages arising from any rejection by the
          lessor under any Ground Lease under the  Bankruptcy  Code.  Lender and
          Borrower  shall proceed  jointly or in the name of Borrower in respect
          of any claim, suit, action or proceeding  relating to the rejection of
          any Ground Lease, including, without limitation, the right to file and
          prosecute  any  proofs of claim,  complaints,  motions,  applications,
          notices and other documents in any case in respect of lessor under the
          Bankruptcy  Code. This assignment  constitutes a present,  irrevocable
          and  unconditional  assignment  of the  foregoing  claims,  rights and
          remedies,  and shall  continue  in effect  until all of the Debt shall
          have been satisfied and  discharged in full.  Any amounts  received by
          Lender or Borrower  as damages  arising  out of the  rejection  of any
          Ground  Lease as  aforesaid  shall be  applied  first to all costs and
          expenses of Lender (including, without limitation, attorneys' fees and
          costs)  incurred in connection  with the exercise of any of its rights
          or remedies under this Section  4.1.32(b)(xii)  and then in accordance
          with the other  applicable  provisions of this Agreement.

                    (4) If,  pursuant  to  subsection  365(h) of the  Bankruptcy
          Code,  Borrower  seeks to offset,  against  the rent  reserved  in any
          Ground Lease,  the amount of any damages caused by the  nonperformance
          by the lessor of any of its obligations thereunder after the rejection
          by lessor of any Ground Lease under the Bankruptcy Code, then Borrower
          shall not effect any offset of the  amounts so  objected to by Lender.
          If Lender has failed to object as aforesaid within ten (10) days after
          notice from  Borrower in  accordance  with the first  sentence of this
          subsection,  the  Borrower may proceed to offset the amounts set forth
          in Borrower's notice.

                    (5) If any  action,  proceeding,  motion or notice  shall be
          commenced  or filed in respect of any lessor of all or any part of the
          leasehold  property in connection  with any case under the  Bankruptcy
          Code, the Lender and Borrower shall cooperatively  conduct and control
          any such  litigation  with counsel  agreed upon  between  Borrower and
          Lender  in  connection  with such  litigation.  Borrower  shall,  upon
          demand,  pay to Lender all costs and  expenses  (including  reasonable
          attorneys'  fees and costs)  actually  paid or  actually  incurred  by
          Lender in connection  with the  cooperative  prosecution or conduct of
          any such proceedings.  All such costs and expenses shall be secured by
          the lien of the related Mortgage.

                    (6) Borrower shall promptly,  after  obtaining  knowledge of
          such  filing  notify  Lender  orally of any filing by or  against  any
          lessor under a Ground Lease of a petition under the  Bankruptcy  Code.
          Borrower shall thereafter  promptly give written notice of such filing
          to Lender,  setting forth any information  available to Borrower as to
          the date of such filing,  the court in which such  petition was filed,
          and the relief sought in such filing.  Borrower shall promptly deliver
          to Lender any and all notices, summonses, pleadings,  applications and
          other  documents  received  by Borrower  in  connection  with any such
          petition and any proceedings relating to such petition.

               (xii) In addition  to those  events  otherwise  set forth in this
Agreement,  the  occurrence  of any of the following  events shall,  at Lender's
option,  constitute an Event of Default,  as such term is defined in Section 8.1
hereof and, upon the occurrence of an Event of Default, Lender shall have all of
the rights and remedies available to it under Section 8.2 hereof:

                    (1) A breach or default by Borrower  under any  condition or
          obligation  contained in any Ground Lease that is not cured within any
          applicable cure period provided therein;

                    (2) The  occurrence of any event or condition that gives the
          lessor  under any Ground  Lease a right to  terminate  or cancel  such
          Ground Lease; or

                    (3)   Borrower's   failure  to  permit   Lender  and/or  its
          representatives  at all reasonable times upon reasonable prior written
          notice to make  investigation  or  examination  concerning  Borrower's
          performance  and observance of the terms,  covenants and conditions of
          any Ground Lease.

               (xiii) Borrower shall not, without Lender's written consent, fail
to exercise  any option or right to renew or extend the term of any Ground Lease
at least six (6) months prior to the date of  termination  of any such option or
right,  and shall give  immediate  written  notice to Lender and shall  execute,
acknowledge, deliver and record any document requested by Lender to evidence the
lien of this  instrument  on such  extended  or renewed  lease  term;  provided,
however,  Borrower shall not be required to exercise any particular  such option
or right to renew or extend to the extent Borrower shall have received the prior
written  consent of Lender (which  consent may be withheld by Lender in its sole
and absolute  discretion)  allowing Borrower to forego exercising such option or
right to renew or extend.  If Borrower shall fail to exercise any such option or
right as aforesaid,  Lender may exercise the option or right as Borrower's agent
and  attorney-in-fact  as provided  above in Lender's own name or in the name of
and on behalf of a nominee of Lender, as Lender may determine in the exercise of
its sole and absolute discretion.

               (xiv) Upon the request of Lender,  Borrower  shall  deposit  with
Lender a copy of each fully executed  Ground Lease certified by Borrower as true
and correct,  as further  security to Lender,  until all of the  obligations are
fully paid and performed.

               (xv)  Borrower  shall not  waive,  excuse,  condone or in any way
release or discharge  the lessor under any Ground Lease of or from such lessor's
material obligations, covenant and/or conditions under such Ground Lease without
the prior written consent of Lender.

          (c) To the best of Borrower's knowledge, as of the Closing Date, there
has been no event which would  materially alter  information  contained in those
ground  lessor  estoppels  delivered  by Borrower to Lender with  respect to the
Ground Leases prior to the date hereof.

          4.1.32 Illegal  Activity.  No portion of any  Individual  Property has
been or will be purchased by Borrower or any of its Affiliates  with proceeds of
any illegal activity.

          4.1.33  No  Change  in  Facts  or   Circumstances;   Disclosure.   All
information  submitted  by  Borrower to Lender and to the best of  knowledge  of
Borrower,  submitted on behalf of Borrower to Lender, including, but not limited
to, all  financial  statements,  rent  rolls,  reports,  certificates  and other
documents  submitted in connection with the Loan or in satisfaction of the terms
thereof and all  statements of fact made by Borrower in this Agreement or in any
other  Loan  Document,  are  accurate,  complete  and  correct  in all  material
respects.  There has been no material  adverse  change in any  condition,  fact,
circumstance  or  event  that  would  make  any  such  information   inaccurate,
incomplete  or otherwise  misleading in any material  respect or that  otherwise
materially  adversely  affects  or might  materially  adversely  affect the use,
operation or value of any Individual  Property or the business operations or the
financial  condition of Borrower or Indemnitor unless such change has been fully
disclosed in writing to Lender.  Borrower  has  disclosed to Lender all material
facts and has not failed to  disclose  any  material  fact that could  cause any
Provided  Information or representation or warranty made herein to be materially
misleading.  For the purposes of the representations and warranties contained in
this Section 4.1.34,  any information in the Offering  Materials shall be deemed
to be disclosed to Lender.

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

          4.1.35  Inventory.  Borrower is the owner of all of the  equipment and
assets at the Properties or used in connection with the  Properties,  other than
those owned by the Master  Tenant and Borrower  shall not lease any equipment or
assets other than as permitted hereunder.

          4.1.36  Payment of Taxes.  To  Borrower's  knowledge,  Borrower (or an
entity  required to file tax returns  with respect to  Borrower)  has filed,  or
caused to be filed, all tax returns (federal, state, local and foreign) required
to be  filed  and  paid  all  amounts  of  taxes  due  (including  interest  and
penalties), except where any failures to do so would not in the aggregate result
in a  Material  Adverse  Effect.  Borrower  (or an entity  required  to file tax
returns with respect to Borrower)  has paid all other taxes,  fees,  assessments
and other governmental charges (including mortgage recording taxes,  documentary
stamp taxes and intangible taxes) owing by it necessary to preserve any Liens in
favor of Lender, except for taxes which are not yet delinquent.

          4.1.37  Survival of  Representations.  Borrower agrees that all of the
representations  and  warranties  of Borrower  set forth in this Section 4.1 and
elsewhere in this Agreement and in the other Loan Documents shall survive for so
long as any amount  remains  owing to Lender under this  Agreement or any of the
other Loan Documents by Borrower. All representations, warranties, covenants and
agreements  made in this  Agreement  or in the other Loan  Documents by Borrower
shall  be  deemed  to have  been  relied  upon  by  Lender  notwithstanding  any
investigation heretofore or hereafter made by Lender or on its behalf.

          4.1.38 Condominium. Each of the statements listed on Schedule 4 to the
Estoppel  Indemnity  Agreement  is true and correct  with respect to each of the
Condominium Documents.

          4.1.39  REAs.  Each of the  statements  listed  on  Schedule  2 to the
Estoppel  Indemnity  Agreement  is true and correct  with respect to each of the
REAs.

          4.1.40 JMA Ground Lease; Clearview SNDA. Each of the statements listed
on Schedule 6 to the  Estoppel  Indemnity  Agreement  is true and  correct  with
respect to the JMA Ground Lease, the JMA Ground Lease Estoppel Agreement and the
Clearview SNDA.

          V. BORROWER COVENANTS

          Section  5.1  Affirmative  Covenants.  From the date  hereof and until
payment and  performance  in full of all  obligations of Borrower under the Loan
Documents or the earlier  release of the Liens of all Mortgages  encumbering the
Properties  (and all related  obligations)  in accordance with the terms of this
Agreement and the other Loan  Documents,  Borrower  hereby  covenants and agrees
with Lender that:

          5.1.1 Existence;  Compliance with Legal Requirements;  Insurance. Each
of Borrower and Indemnitor  shall do or cause to be done all things necessary to
preserve,  renew  and keep in full  force  and  effect  its  existence,  rights,
licenses,  permits  and  franchises  and  comply  with  all  Legal  Requirements
applicable  to it and,  with respect to Borrower,  the  Properties.  There shall
never be committed by Borrower  and, if known to  Borrower,  Borrower  shall not
suffer or permit to be committed by any other Person in occupancy of or involved
with the operation or use of the Properties,  any act or omission  affording the
federal  government or any state or local  government the right of forfeiture as
against  any  Individual  Property  or any part  thereof or any  monies  paid in
performance of Borrower's obligations under any of the Loan Documents.  Borrower
hereby covenants and agrees not to commit,  permit or suffer to exist any act or
omission  affording  such  right of  forfeiture.  Borrower  shall  at all  times
maintain,  preserve and protect all  franchises and trade names and preserve all
the  remainder of its property used or useful in the conduct of its business and
shall, or shall cause the Master Tenants to, keep the Properties in good working
order  and  repair,  and from  time to time  make,  or  cause  to be  made,  all
reasonably   necessary   repairs,   renewals,   replacements,   betterments  and
improvements  thereto,  all as more fully  provided in the  Mortgages.  Borrower
shall,  or shall cause the  applicable  Master  Tenant to, keep each  Individual
Property insured at all times by financially  sound and reputable  insurers,  to
such  extent and against  such risks,  and  Borrower  shall,  or shall cause the
applicable Master Tenant to, maintain liability and such other insurance,  as is
more fully  provided in this Agreement  (including in Article VI hereof).  After
prior written notice to Lender, Borrower or the applicable Master Tenant, at its
own expense,  may contest by appropriate legal proceeding promptly initiated and
conducted  in good  faith  and with due  diligence,  the  validity  of any Legal
Requirement,  the  applicability  of any  Legal  Requirement  to  Borrower,  the
applicable Master Tenant or any Individual  Property or any alleged violation of
any Legal  Requirement,  provided  that (i) no Default  or Event of Default  has
occurred  and  remains  uncured;  (ii)  such  contest  is  permitted  under  the
provisions of any mortgage or deed of trust  superior in lien to the  applicable
Mortgage;  (iii) such  proceeding  shall be permitted  under and be conducted in
accordance  with the  provisions of any  instrument to which Borrower is subject
and shall not  constitute  a default  thereunder  and such  proceeding  shall be
conducted in accordance with all applicable statutes, laws and ordinances;  (iv)
no  Individual  Property  nor any part  thereof or interest  therein  will be in
danger of being sold,  forfeited,  terminated,  cancelled or lost;  (v) promptly
upon final determination thereof,  Borrower shall, or shall cause the applicable
Master Tenant to, comply with any such Legal Requirement  determined to be valid
or  applicable  or cure  any  violation  of any  Legal  Requirement;  (vi)  such
proceeding  shall suspend the  enforcement  of the contested  Legal  Requirement
against Borrower or any Individual  Property;  and (vii) Borrower shall furnish,
or shall cause the applicable Master Tenant to furnish security  satisfactory to
Lender in the amount of one hundred and twenty-five percent (125%) of the dollar
amount necessary to ensure compliance with such Legal Requirement and to pay all
interest and  penalties  payable in connection  therewith.  Lender may apply any
such security,  as necessary to cause compliance with such Legal  Requirement at
any time when, in the reasonable judgment of Lender, the validity, applicability
or violation of such Legal Requirement is finally  established or any Individual
Property (or any part thereof or interest  therein)  shall be in danger of being
sold, forfeited, terminated, cancelled or lost.

          5.1.2 Taxes and Other Charges.  (a) Borrower (or an entity required to
file tax returns with respect to Borrower)  shall,  or Borrower  shall cause the
applicable  Master  Tenant to, pay all Taxes and Other  Charges now or hereafter
levied or assessed or imposed  against  Borrower (or any such entity required to
file tax returns  with  respect to  Borrower),  its income and its assets or any
part  thereof  as the  same  become  due and  payable;  provided,  however,  any
obligation  of Borrower  (or any such entity  required to file tax returns  with
respect to Borrower) to directly pay, or cause the  applicable  Master Tenant to
directly pay,  Taxes with respect to an Individual  Property  shall be suspended
for so long as such Taxes are paid from the Tax and Insurance Escrow Account and
Borrower complies with the terms and provisions of Section 7.1 hereof.  Borrower
will deliver to Lender  receipts for payment or other evidence  satisfactory  to
Lender  that the  Taxes  and  Other  Charges  have  been so paid or are not then
delinquent  no later  than ten (10)  days  prior to the date on which  the Taxes
and/or Other Charges would  otherwise be delinquent if not paid.  Borrower shall
furnish to Lender  receipts  for the payment of the Taxes and the Other  Charges
prior to the date the same shall  become  delinquent  (provided,  however,  that
Borrower is not  required to furnish  such  receipts for payment of Taxes in the
event that such Taxes have been paid by Lender  pursuant to Section 7.1 hereof).
Borrower (or, if applicable, an entity required to file tax returns with respect
to Borrower) shall not suffer and shall promptly cause to be paid and discharged
any Lien or charge  whatsoever  which may be or become a Lien or charge  against
the Properties, and shall promptly pay, or cause the applicable Master Tenant to
pay, for all utility  services  provided to the Properties.  After prior written
notice to Lender,  Borrower  (or an entity  required  to file tax  returns  with
respect to Borrower) or the applicable  Master Tenant,  at its own expense,  may
contest by appropriate  legal  proceeding,  promptly  initiated and conducted in
good faith and with due  diligence,  the amount or  validity or  application  in
whole or in part of any Taxes or Other Charges,  provided that (i) no Default or
Event of  Default  has  occurred  and  remains  uncured;  (ii) such  contest  is
permitted under the provisions of any mortgage or deed of trust superior in lien
to the applicable  Mortgage;  (iii) such proceeding shall be permitted under and
be conducted in accordance with the provisions of any other  instrument to which
Borrower  (or any such  entity  required  to file tax  returns  with  respect to
Borrower)  is subject and shall not  constitute  a default  thereunder  and such
proceeding shall be conducted in accordance with all applicable  statutes,  laws
and  ordinances;  (iv) no  Individual  Property nor any part thereof or interest
therein  will be in danger of being sold,  forfeited,  terminated,  cancelled or
lost; (v) Borrower (or any such entity required to file tax returns with respect
to  Borrower)  or  the  applicable  Master  Tenant  shall  promptly  upon  final
determination  thereof  pay the  amount  of any such  Taxes  or  Other  Charges,
together  with all  costs,  interest  and  penalties  which  may be  payable  in
connection therewith;  (vi) such proceeding shall suspend the collection of such
contested Taxes or Other Charges from the applicable  Individual  Property;  and
(vii)  Borrower shall  furnish,  or shall cause the applicable  Master Tenant to
furnish,  security  satisfactory  to Lender in the  amount  of one  hundred  and
twenty-five  percent (125%) of the dollar amount of such Taxes or Other Charges,
to insure the payment thereof, together with all interest and penalties thereon.
Lender may pay over any such cash  deposit or part thereof held by Lender to the
claimant  entitled  thereto at any time when,  in the  judgment  of Lender,  the
entitlement of such claimant is established or any Individual  Property (or part
thereof  or  interest  therein)  shall be in  danger of being  sold,  forfeited,
terminated,  cancelled  or lost or there  shall be any danger of the Lien of any
Mortgage being primed by any related Lien.

          (b) Borrower  (or an entity  required to file tax returns with respect
to  Borrower)  shall file all  federal,  state and local tax  returns  and other
reports that it is required by law to file.

          (c) In the  event  of the  enactment  after  this  date  of any law or
regulation  applicable  to Lender,  any Note,  any  Individual  Property  or any
Mortgage  deducting  from the value of property  for the purpose of taxation any
lien or security  interest  thereon,  or imposing upon Lender the payment of the
whole or any  portion of the taxes or  assessments  or  charges or liens  herein
required to be paid by Borrower (or any entity required to file tax returns with
respect to Borrower), or changing in any way the laws or regulations relating to
the  taxation of deeds of trust or  mortgages  or security  agreements  or debts
secured by deeds of trust or mortgages or security agreements or the interest of
the mortgagee or secured party in the property covered thereby, or the manner of
collection of such taxes, so as to affect any Mortgage,  the Debt or Lender (but
specifically  excluding the enactment of any law or regulation relating to taxes
imposed on the overall net income of the  Lender),  then  Borrower  (or any such
entity  required to file tax returns with respect to  Borrower),  upon demand by
Lender, shall pay such taxes, assessments, charges or liens, or reimburse Lender
for any  amounts  paid by Lender;  provided  that if in the  opinion of Lender's
counsel  it  would,  or there is a  substantial  likelihood  that it  would,  be
unlawful  to require  the  Borrower  (or any such  entity  required  to file tax
returns  with  respect to  Borrower)  to make such payment or the making of such
payment would, or there is a substantial likelihood that it would, result in the
imposition of interest  beyond the maximum amount  permitted by applicable  law,
Lender may elect to declare  all of the Debt to be due and  payable  ninety (90)
days from the giving of written notice by Lender to Borrower (without prepayment
premium or fee or premium).

          5.1.3 Litigation.  Borrower shall give prompt written notice to Lender
of any  litigation or  governmental  proceedings  pending or threatened  against
Borrower which might  materially  adversely  affect  Borrower's or  Indemnitor's
condition (financial or otherwise) or business or any Individual Property.

          5.1.4   Access  to   Properties.   Borrower   shall   permit   agents,
representatives  and  employees of Lender to inspect the  Properties or any part
thereof at reasonable  hours upon  reasonable  advance notice and subject to the
rights of tenants under the Leases.

          5.1.5 Notice of Default.  Borrower shall promptly advise Lender of any
material  adverse change in Borrower's or Indemnitor's  condition,  financial or
otherwise,  or of the  occurrence  of any  Escrow  Period  or  Default  of which
Borrower has knowledge.

          5.1.6 Cooperate In Legal  Proceedings.  Borrower shall cooperate fully
with Lender with  respect to any  proceedings  before any court,  board or other
Governmental  Authority  which  may in any  way  affect  the  rights  of  Lender
hereunder or any rights obtained by Lender under any of the other Loan Documents
and, in connection therewith,  permit Lender, at its election, to participate in
any such proceedings.

          5.1.7 Perform Loan  Documents.  Borrower  shall  observe,  perform and
satisfy all the terms,  provisions,  covenants and  conditions of, and shall pay
when due all costs,  fees and  expenses  to the extent  required  under the Loan
Documents executed and delivered by, or applicable to, Borrower.

          5.1.8  Insurance  Benefits.  Subject  to the terms and  provisions  of
Section 6.4(e), Borrower shall cooperate with Lender in obtaining for Lender the
benefits of any Insurance  Proceeds  lawfully or equitably payable in connection
with any  Individual  Property,  and Lender shall be reimbursed for any expenses
incurred in connection therewith  (including  attorneys' fees and disbursements,
and the payment by Borrower of the expense of an  appraisal  on behalf of Lender
in case of a fire or other  casualty  affecting any  Individual  Property or any
part thereof) out of such Insurance Proceeds.

          5.1.9 Further Assurances.  Borrower shall, at Borrower's sole cost and
expense:

          (a) furnish to Lender all instruments,  documents,  boundary  surveys,
footing  or  foundation   surveys,   certificates,   plans  and  specifications,
appraisals, title and other insurance reports and agreements, and each and every
other document,  certificate,  agreement and instrument required to be furnished
by Borrower pursuant to the terms of the Loan Documents or reasonably  requested
by Lender in connection therewith;

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

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

          5.1.10  Supplemental  Mortgage  Amendments.  As of  the  date  hereof,
Borrower  represents that it has paid all state,  county and municipal recording
and all other taxes imposed upon the execution and recordation of the Mortgages.
If at any time Lender  determines,  based on applicable  law, that Lender is not
being afforded the maximum amount of security  available from any one or more of
the  Properties as a direct or indirect  result of  applicable  taxes not having
been paid with respect to any Individual Property, Borrower agrees that Borrower
will  execute,  acknowledge  and deliver to Lender,  immediately  upon  Lender's
request,  supplemental affidavits increasing the amount of the Debt attributable
to such  Individual  Property  (as set  forth as the  Allocated  Loan  Amount on
Schedule V annexed hereto) to an amount  determined by Lender to be equal to the
lesser of (a) the greater of the fair market value of the applicable  Individual
Property  (i) as of the date  hereof  and (ii) as of the date such  supplemental
affidavits  are to be  delivered  to  Lender,  and (b) one  hundred  twenty-five
percent (125%) of the Allocated Loan Amount for such  Individual  Property,  and
Borrower shall, on demand, pay any additional taxes.

          5.1.11  Financial  Reporting.  (a) Borrower  will keep and maintain or
will cause to be kept and maintained on a Fiscal Year basis,  in accordance with
GAAP (or such other accounting basis acceptable to Lender),  proper and accurate
books,  records and accounts reflecting all of the financial affairs of Borrower
and all items of income and expense in connection with  Borrower's  operation on
an individual basis of the Properties.  Lender shall have the right from time to
time at all times during normal business hours upon reasonable notice to examine
such books,  records and  accounts at the office of Borrower or any other Person
maintaining such books, records and accounts and to make such copies or extracts
thereof as Lender shall  desire.  After the  occurrence  of an Event of Default,
Borrower  shall pay any  costs  and  expenses  incurred  by  Lender  to  examine
Borrower's  accounting  records with respect to the Properties,  as Lender shall
determine to be necessary or appropriate in the protection of Lender's interest.

          (b) Borrower will furnish to Lender annually,  within ninety (90) days
following the end of each Fiscal Year of Borrower, a complete copy of Borrower's
annual  financial  statements  audited by a "Big Four"  accounting firm or other
independent  certified public accountant acceptable to Lender in accordance with
GAAP  (or such  other  accounting  basis  acceptable  to  Lender)  covering  the
Properties  on a combined  basis as well as each  Individual  Property  for such
Fiscal  Year and  containing  statements  of profit  and loss and cash flows for
Borrower  and a balance  sheet for  Borrower.  In addition,  (x)  Borrower  will
furnish  Lender  with  statements  of  profits  and loss and cash  flows for the
Properties to the extent  Borrower is required  pursuant to the Master Leases to
receive,  and actually receives,  such information from the Master Tenants,  and
(y)  Borrower  will use  reasonable  efforts to furnish  Lender  with such other
information as Lender shall reasonably request. Such statements shall set forth,
to the extent Borrower is required pursuant to the Master Leases to receive (and
actually receives) such information,  the financial condition and the results of
operations for the  Properties for such Fiscal Year, and shall include,  but not
be limited to, amounts representing annual Net Cash Flow After Debt Service, Net
Operating  Income,   Gross  Income  from  Operations  and  Operating   Expenses.
Borrower's  annual  financial  statements shall be accompanied by (i) the actual
income and expenses for the prior Fiscal Year, (ii) a comparison of the budgeted
income and  expenses  and the actual  income and  expenses  for the prior Fiscal
Year,  (iii) a statement of the annual sales of each tenant under the Leases (to
the extent  provided by such tenant),  (iv) a certificate  executed by the chief
financial  officer or by any other executive  officer of Borrower  stating that,
except with  respect to  financial  statements  or other  financial  information
received  from the  Master  Tenants  (A) each such  annual  financial  statement
presents  fairly  the  financial  condition  and the  results of  operations  of
Borrower  and  the  Properties  being  reported  upon,  and (B)  such  financial
statements  have been prepared in accordance  with GAAP,  and (v) an unqualified
opinion of a "Big Four"  accounting firm or other  independent  certified public
accountant  reasonably  acceptable to Lender.  Together with  Borrower's  annual
financial statements,  Borrower shall furnish to Lender an Officer's Certificate
certifying as of the date thereof  whether there exists an event or circumstance
which  constitutes a Default or Escrow Period under the Loan  Documents,  and if
such Default or Escrow Period exists, the nature thereof,  the period of time it
has existed and the action then being taken to remedy the same.

          (c) Borrower will furnish to Lender quarterly,  within forty-five (45)
days  following the end of each Fiscal  Quarter of Borrower,  a complete copy of
Borrower's  unaudited quarterly financial statements in accordance with GAAP (or
such other  accounting  basis acceptable to Lender) covering the Properties on a
combined basis as well as each  Individual  Property for such Fiscal Quarter and
containing  statements  of profit  and loss and cash  flows for  Borrower  and a
balance sheet for Borrower.  In addition,  (x) Borrower will furnish Lender with
statements  of profits and loss and cash flows for the  Properties to the extent
Borrower is  required  pursuant to the Master  Leases to receive,  and  actually
receives,  such information  from the Master Tenants,  and (y) Borrower will use
reasonable efforts to furnish Lender with such other information as Lender shall
reasonably  request.  Such statements shall set forth, to the extent Borrower is
required  pursuant to the Master Leases to receive (and actually  receives) such
information,  the  financial  condition  and the results of  operations  for the
Properties for such Fiscal  Quarter,  and shall include,  but not be limited to,
amounts  representing  quarterly Net Cash Flow After Debt Service, Net Operating
Income,  Gross  Income  from  Operations  and  Operating  Expenses.   Borrower's
quarterly financial statements shall be accompanied by (i) the actual income and
expenses for the prior Fiscal  Quarter,  and (ii) a certificate  executed by the
chief financial  officer or by any other executive  officer of Borrower  stating
that, except with respect to financial statements or other financial information
received from the Master  Tenants (A) each such  quarterly  financial  statement
presents  fairly  the  financial  condition  and the  results of  operations  of
Borrower  and  the  Properties  being  reported  upon,  and (B)  such  financial
statements have been prepared in accordance with GAAP.  Together with Borrower's
quarterly  financial  statements,  Borrower shall furnish to Lender an Officer's
Certificate  certifying as of the date thereof  whether there exists an event or
circumstance  which  constitutes  a  Default  or  Escrow  Period  under the Loan
Documents  executed and delivered by, or applicable  to,  Borrower,  and if such
Default or Escrow Period exists,  the nature thereof,  the period of time it has
existed and the action then being taken to remedy the same.

          (d)  During  the  continuance  of any  Escrow  Period,  Borrower  will
furnish, or cause to be furnished, to Lender on or before twenty (20) days after
the end of each calendar month the following items, accompanied by a certificate
of the chief  financial  officer or by any other  executive  officer of Borrower
stating  that such items are true,  correct,  accurate,  and complete and fairly
present the financial  condition and results of the  operations of Borrower and,
to the extent Borrower  receives such information from the Master Tenants during
such month (or has previously  received such information from the Master Tenants
and has not theretofore delivered such information to Lender), the Properties on
a combined basis as well as each Individual Property (subject to normal year-end
adjustments) as applicable: (i) a rent collection report; and (ii) a calculation
reflecting the annual Debt Service  Coverage Ratio and Net Operating  Income for
the  immediately  preceding  twelve (12) month period as of the last day of such
month accompanied by an Officer's Certificate with respect thereto. In addition,
such  certificate  shall  also be  accompanied  by a  certificate  of the  chief
financial officer or of any other executive officer of Borrower stating that the
representations  and warranties of Borrower set forth in Section 4.1.30 are true
and  correct  as of the date of such  certificate  and that  there  are no trade
payables outstanding for more than sixty (60) days.

          (e) For the partial year period commencing on the date hereof, and for
each Fiscal Year  thereafter,  Borrower  shall submit to Lender an Annual Budget
not later  than  sixty (60) days  prior to the  commencement  of such  period or
Fiscal Year in form reasonably  satisfactory to Lender.  The Annual Budget shall
be subject to Lender's written  approval (each such Annual Budget,  an "Approved
Annual  Budget").  In the event that Lender objects to a proposed  Annual Budget
submitted by Borrower,  Lender shall advise Borrower of such  objections  within
fifteen  (15) days after  receipt  thereof (and deliver to Borrower a reasonably
detailed description of such objections) and Borrower shall promptly revise such
Annual Budget and resubmit the same to Lender.  Lender shall advise  Borrower of
any  objections to such revised Annual Budget within ten (10) days after receipt
thereof  (and  deliver to Borrower a  reasonably  detailed  description  of such
objections)  and Borrower shall promptly  revise the same in accordance with the
process  described in this  subsection  until Lender approves the Annual Budget.
Until such time that Lender approves a proposed Annual Budget, the most recently
Approved  Annual Budget shall apply,  provided that such Approved  Annual Budget
shall  be  adjusted  to  reflect  actual  increases  in any real  estate  taxes,
insurance  premiums and utilities  expenses  which are not the  obligations of a
Master Tenant pursuant to the terms and provisions of the related Master Lease.

          (f) In the event that, Borrower must incur an extraordinary  operating
expense or capital  expense not set forth in the Approved Annual Budget (each an
"Extraordinary  Expense"),  then  (i) if  such  Extraordinary  Expense  is not a
Non-Discretionary Item, prior to incurring such expense, Borrower shall promptly
deliver  to  Lender  a  reasonably   detailed   explanation   of  such  proposed
Extraordinary  Expense for  Lender's  approval,  and (ii) if such  Extraordinary
Expense  is a  Non-Discretionary  Item,  Borrower  shall  deliver  to  Lender  a
reasonably  detailed  explanation of such  Extraordinary  Expense as promptly as
practicable after incurring such expense.

          (g) If requested by Lender,  Borrower shall provide  Lender,  promptly
upon request, with any other or additional financial  statements,  or financial,
statistical or operating  information,  as shall be reasonably  requested by the
Lender  (to the extent  any such  information  regarding  the  operation  of any
Individual Property by a Master Tenant is available to Borrower).

          (h) Any  reports,  statements  or  other  information  required  to be
delivered  under this Agreement  shall be delivered (i) in paper form, (ii) on a
diskette,  and (iii) if  requested  by Lender  and within  the  capabilities  of
Borrower's data systems without change or  modification  thereto,  in electronic
form and prepared using a Microsoft Word for Windows or WordPerfect  for Windows
files (which files may be prepared using a spreadsheet program and saved as word
processing  files).   Borrower  agrees  that  Lender  may  disclose  information
regarding the  Properties  and Borrower  that is provided to Lender  pursuant to
this Section in connection with the  Securitization  to such parties  requesting
such information in connection with such Securitization.

          5.1.12 Business and Operations.  Borrower will continue to engage only
in the  businesses  presently  conducted by it as and to the extent the same are
necessary  for the  ownership,  maintenance,  management  and  operation  of the
Properties.  Borrower  will  qualify  to do  business  and will  remain  in good
standing under the laws of each  jurisdiction  as and to the extent the same are
required  for  the  ownership,  maintenance,  management  and  operation  of the
Properties.

          5.1.13 Title to the  Properties.  Borrower will warrant and defend (a)
the title to each  Individual  Property and every part thereof,  subject only to
Permitted  Encumbrances  and (b) the  validity  and priority of the Liens of the
Mortgages  and the  Assignments  of Leases on the  Properties,  subject  only to
Permitted  Encumbrances,  in  each  case  against  the  claims  of  all  Persons
whomsoever.  Borrower shall reimburse Lender for any losses,  costs,  damages or
expenses  (including  reasonable  attorneys'  fees and court costs)  incurred by
Lender if an  interest  in any  Individual  Property,  other  than as  permitted
hereunder, is claimed by another Person.

          5.1.14  Costs of  Enforcement.  In the  event  (a)  that any  Mortgage
encumbering  any  Individual  Property is foreclosed in whole or in part or that
any such  Mortgage is put into the hands of an attorney  for  collection,  suit,
action  or  foreclosure,  (b) of the  foreclosure  of any  mortgage  prior to or
subsequent  to  any  Mortgage  encumbering  any  Individual  Property  in  which
proceeding  Lender  is  made a  party,  or (c)  of the  bankruptcy,  insolvency,
rehabilitation or other similar  proceeding in respect of Borrower or any of its
constituent  Persons or an  assignment  by  Borrower  or any of its  constituent
Persons for the benefit of its creditors,  Borrower,  its successors or assigns,
shall be chargeable  with and agrees to pay all costs of collection and defense,
including  attorneys'  fees  and  costs,  incurred  by  Lender  or  Borrower  in
connection  therewith  and  in  connection  with  any  appellate  proceeding  or
post-judgment action involved therein, together with all required service or use
taxes.

          5.1.15 Estoppel Statement. (a) After request by Lender, Borrower shall
within ten (10) days furnish  Lender with a  statement,  duly  acknowledged  and
certified, setting forth (i) the amount of the original principal amount of each
of the Components  comprising the Note, (ii) the unpaid principal amount of each
of the  Components  comprising the Note,  (iii) the Applicable  Interest Rate of
each of the  Components  comprising  the  Note,  (iv) the date  installments  of
interest  and/or  principal  were last paid,  (v) any offsets or defenses to the
payment  of the  Debt,  if any,  and (vi)  that the Note,  this  Agreement,  the
Mortgages and the other Loan Documents are valid, legal and binding  obligations
and  have  not  been  modified  or  if  modified,  giving  particulars  of  such
modification.

          (b) Borrower  shall  deliver to Lender upon request,  tenant  estoppel
certificates from each commercial tenant leasing space at the Properties in form
and substance  reasonably  satisfactory to Lender,  provided that Borrower shall
not be required to deliver such  certificates  more frequently than one (1) time
in  any  calendar  year  unless   otherwise   required  in  connection   with  a
Securitization.

          5.1.16  Loan  Proceeds.  Borrower  shall use the  proceeds of the Loan
received by it on the Closing  Date only for the  purposes  set forth in Section
2.1.5.

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

          5.1.18  Confirmation of  Representations.  Borrower shall deliver,  in
connection  with  any  Securitization,  (a) one or more  Officer's  Certificates
certifying  as to the  accuracy of all  representations  made by Borrower in the
Loan  Documents  as of the date of the  closing  of such  Securitization  in all
relevant  jurisdictions,  and  (b)  certificates  of the  relevant  Governmental
Authorities  in all  relevant  jurisdictions  indicating  the good  standing and
qualification of Borrower and Indemnitor as of the date of the Securitization.

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

          5.1.20  Leasing  Matters.  Any Leases  with  respect to an  Individual
Property  written  after the date  hereof  shall be  approved  by Lender,  which
approval  shall not be  unreasonably  withheld,  conditioned  or  delayed.  Upon
request,  Borrower shall furnish Lender with executed copies of all Leases.  All
renewals of Leases  (unless the terms of such renewals are already  provided for
in the Lease),  all  amendments,  modifications  and changes to Leases,  and all
proposed Leases (a) shall provide for rental rates  comparable to existing local
market rates,  (b) shall be on commercially  reasonable  terms and (c) shall not
contain any terms which would  materially  affect Lender's rights under the Loan
Documents.  All renewals of Leases and all Leases executed after the date hereof
shall  provide  that  they  are  subordinate  to the  Mortgage  encumbering  the
applicable Individual Property and that the lessee agrees to attorn to Lender or
any  purchaser  at a sale by  foreclosure  or power of sale.  Borrower (i) shall
observe and perform the obligations  imposed upon the lessor under the Leases in
a commercially  reasonable manner;  (ii) shall enforce the terms,  covenants and
conditions  contained in the Leases upon the part of the lessee thereunder to be
observed or performed in a commercially reasonable manner and in a manner not to
impair the value of the Individual  Property involved except that no termination
by Borrower or  acceptance  of surrender of any rights by a tenant of any Leases
shall be permitted without the prior written consent of Lender;  (iii) shall not
collect any of the Rents more than one (1) month in advance (other than security
deposits);  (iv) shall not execute any other assignment of lessor's  interest in
the Leases or the Rents  (except as  contemplated  by the Loan  Documents);  (v)
shall not  alter,  amend,  modify or change the terms of any Lease  without  the
prior  written  consent of Lender;  and (vi) shall  execute  and  deliver at the
request of Lender all such further assurances,  confirmations and assignments in
connection with the Leases as Lender shall from time to time reasonably require.
Notwithstanding  anything to the contrary  contained herein,  Borrower shall not
enter  into a  Lease  of all or  substantially  all of any  Individual  Property
without Lender's prior written consent,  which consent shall not be unreasonably
withheld or delayed.

          5.1.21  Alterations.  Borrower  shall obtain  Lender's  prior  written
consent to any Material Alteration.  If the total unpaid amounts due and payable
with respect to Alterations to the  Improvements at the Properties  shall at any
time exceed the lesser of (i) five  percent (5%) of the Loan Amount and (ii) the
cost of any tenant improvement work or Alterations  requiring the consent of the
landlord  pursuant to the terms and  provisions of the  applicable  Master Lease
(the "Threshold Amount"),  Borrower shall promptly deliver to Lender as security
for the  payment of such  amounts  and as  additional  security  for  Borrower's
obligations  under the Loan Documents any of the  following:  (A) cash, (B) U.S.
Obligations,  (C) other securities having a rating acceptable to Lender and that
the  applicable  Rating  Agencies have  confirmed in writing will not, in and of
itself,  result in a downgrade,  withdrawal or qualification of the initial, or,
if higher,  then current ratings assigned in connection with any Securitization,
or (D) a completion  and  performance  bond or an  irrevocable  letter of credit
(payable  on sight  draft  only)  issued  by a  financial  institution  having a
long-term  unsecured debt rating of not less than Aa2 (or the  equivalent)  from
each of the Rating  Agencies.  Such security  shall be in an amount equal to the
excess  of  the  total  unpaid  amounts  with  respect  to  Alterations  to  the
Improvements on the Properties (other than such amounts to be paid or reimbursed
by tenants under the Leases) over the Threshold Amount and Lender may apply such
security from time to time at the option of Lender to pay for such Alterations.

          5.1.22 Property  Management.  In the event that Lender determines that
any  Individual  Property  is not being  managed in  accordance  with  generally
accepted  management   practices  for  properties  similar  to  such  Individual
Property,  Lender may deliver  written notice thereof to Borrower,  which notice
shall  specify with  particularity  the grounds for Lender's  determination.  If
Lender  reasonably  determines that the conditions  specified in Lender's notice
are not remedied to Lender's  reasonable  satisfaction by Borrower within thirty
(30) days from receipt of such notice or that  Borrower has failed to diligently
undertake  correcting  such  conditions  within  such  thirty  (30) day  period,
Borrower  shall,  at  Lender's  direction,  engage a  professional  third  party
property  manager  reasonably  acceptable  to Lender to manage  such  Individual
Property pursuant to a property management  agreement  reasonably  acceptable to
Lender, which property management agreement shall require such manager to manage
such Individual  Property subject to the rights of the applicable  Master Tenant
under the related  Master  Lease.  Borrower  and such manager  shall  execute an
agreement  acceptable to Lender  conditionally  assigning Borrower's interest in
such management agreement to Lender and subordinating manager's right to receive
fees and expenses under such agreement while the Debt remains outstanding.

          5.1.23 AMC Purchase  Options.  (a) If a  "Prohibition"  (as defined in
each AMC Prohibition Master Lease) shall occur at any AMC Prohibition  Property,
and if, in connection therewith, AMC shall send Borrower notice of its intention
to exercise its AMC Prohibition  Purchase Option with respect to such Individual
Property,  Borrower shall timely exercise its right under the applicable  Master
Lease  to  negate  the  exercise  of  such  purchase  option  by  sending  AMC a
"Landlord's  Negation  Notice" (as  defined in such Master  Lease) in the manner
described in such Master Lease;  provided that Borrower may choose to accept the
exercise of such  purchase  option if, prior to the  transfer of the  applicable
Individual  Property to AMC, Borrower shall have voluntary defeased a portion of
the Loan in  accordance  with the  terms of  Section  2.4.1  above in an  amount
sufficient  to obtain the release of such  Individual  Property from the Lien of
the Mortgage thereon in accordance with the terms of Section 2.5.2 above.

          (b) If AMC shall send to Borrower  notice of its intention to exercise
its AMC  Louisiana  Option with  respect to either of the AMC  Louisiana  Option
Properties,  Borrower  shall  promptly send written notice thereof to Lender and
shall take all steps  necessary  to, and,  immediately  prior to the sale of the
applicable  Individual  Property by the Borrower  pursuant to such AMC Louisiana
Option,  shall,  voluntary  defease a portion of the Loan in accordance with the
terms of Section  2.4.1 above in an amount  sufficient  to obtain the release of
the  applicable  Individual  Property  from the Lien of the Mortgage  thereon in
accordance with the terms of Section 2.5.2 above.

          5.1.24 Clearview Covenants. (a) In the event that the JMA Ground Lease
is terminated or rejected in connection  with either (x) a default under the JMA
Ground Lease by Richards  Clearview,  or (y) a bankruptcy  or similar event with
respect to Richards Clearview, then Borrower shall either:

                    (i) within the time period  required  pursuant to Section VI
          of the  JMA  Ground  Lease  Estoppel  following  such  termination  or
          rejection  (the  "JMA  Exercise  Period"),  take  any  and  all  steps
          necessary to permit  Borrower to exercise,  and  exercise,  Borrower's
          right under such  Section VI to enter into a new ground lease with JMA
          for the balance of the then remaining term under the JMA Ground Lease,
          which new ground  lease shall  contain  the same rental  rates and the
          same covenants as were  contained in the JMA Ground Lease  immediately
          prior to its termination or rejection; or

                    (ii)  within  the JMA  Exercise  Period,  deliver  notice to
          Lender of Borrower's intention to voluntarily defease a portion of the
          Loan in accordance  with the terms of Section 2.4.1 above in an amount
          sufficient to obtain the release of the Individual Property located in
          Metairie,   Louisiana  from  the  Lien  of  the  Mortgage  thereon  in
          accordance  with the terms of Section 2.5.2 above,  and,  within sixty
          (60) days  following  the  conclusion of the JMA Exercise  Period,  so
          defease such portion of the Loan.

          (b) Within  thirty (30) days of the date hereof,  Borrower  shall send
notice to the  mortgagee  under the  Clearview  Fee  Mortgages,  informing  such
mortgagee that Borrower has obtained  financing from Lender, and that, until the
Maturity Date,  Lender shall be deemed a "Leasehold  Mortgagee" for all purposes
under the Clearview  SNDA.  For so long as the  Clearview  Fee  Mortgages  shall
burden the Individual  Property located in Metairie,  Louisiana,  Borrower shall
neither  consent to nor  permit  the  Clearview  SNDA to be  amended,  modified,
cancelled or terminated,  nor shall Borrower waive any material rights under the
Clearview SNDA. In addition, in the event of (i) the occurrence of a foreclosure
under either of the  Clearview  Fee Mortgages (or any deed or dation en paiement
in lieu  thereof),  or (ii) for so long as the  Clearview  Fee  Mortgages  shall
burden  the  applicable  Individual  Property,   the  amendment,   modification,
cancellation,  termination  or rejection of the Clearview  SNDA,  Borrower shall
either:

                    (A) with respect  only to clause (i) above,  timely take any
          and all steps  necessary  pursuant to the Clearview  SNDA  (including,
          without  limitation,  attorning to any  "Acquiring  Party" (as defined
          therein) in the manner  provided for pursuant to Section 2 thereof) to
          ensure that  neither the  Clearview  Ground  Lease nor the interest of
          Borrower (or any  successor or assign of Borrower)  thereunder  is, at
          any  time,  disturbed  in  any  way  as a  result  of  the  applicable
          foreclosure (or any deed or dation en paiement in lieu thereof); or

                    (B) with  respect  to  clauses  (i) and (ii)  above,  within
          thirty (30) days following the applicable  foreclosure (or any deed or
          dation  en  paiement  in  lieu  thereof),   amendment,   modification,
          cancellation,  termination or rejection, Borrower shall deliver notice
          to Lender of Borrower's  intention to voluntarily defease a portion of
          the Loan in  accordance  with the terms of Section  2.4.1  above in an
          amount  sufficient  to obtain the release of the  Individual  Property
          located in Metairie,  Louisiana from the Lien of the Mortgage  thereon
          in accordance with the terms of Section 2.5.2 above, and, within sixty
          (60) days following delivery of such notice, Borrower shall so defease
          such portion of the Loan.

          5.1.25 Ground Lease,  JMA Ground Lease  Estoppel,  Condominium and REA
Covenants.

                    (a) The Borrower covenants and agrees as follows:

                    (i) The  Borrower  shall  comply  with all  material  terms,
          conditions  and  covenants of the Ground  Lease,  the JMA Ground Lease
          Estoppel, the Condominium Documents and each REA;

                    (ii) The Borrower  shall  promptly  deliver to Lender a true
          and complete copy of each and every notice of default  received by the
          Borrower  with  respect  to  any  obligation  of  Borrower  under  the
          provisions of the Ground  Lease,  the JMA Ground Lease  Estoppel,  the
          Condominium Documents and each REA;

                    (iii) The  Borrower  shall  deliver to Lender  copies of any
          written notices of default or event of default  relating to the Ground
          Lease,  the JMA Ground Lease Estoppel,  the Condominium  Documents and
          each REA served by the Borrower;

                    (iv) after the occurrence of an Event of Default, so long as
          the Loan is  outstanding,  the Borrower  shall not cast its vote(s) in
          the Association and shall not grant or withhold any consent,  approval
          or waiver under the Ground Lease,  the JMA Ground Lease Estoppel,  the
          Condominium  Documents  and any REA,  in each case,  without the prior
          written consent of Lender;

                  (v) The Borrower shall not consent to the termination,
         amendment or modification of the Ground Lease, the JMA Ground Lease
         Estoppel, the Condominium Documents or any REA, without the prior
         written consent of Lender; and

                    (vi)  Borrower  shall deliver to the  counterparties  to the
          Ground Lease, the JMA Ground Lease Estoppel, the Condominium Documents
          and each REA,  written  notice  of the  identity  of  Lender  and each
          assignee of Lender of which the Borrower is aware.

          (b) Except to the extent such  amounts are paid by Lender  pursuant to
Section 7.3 hereof,  Borrower shall pay, or cause to be paid,  all rents,  fees,
assessments and charges  assessed  pursuant to the Ground Lease,  the JMA Ground
Lease Estoppel,  the Condominium  Documents and each REA against the Borrower or
the  applicable  Individual  Properties  as and  when the  same  become  due and
payable.  Upon request of Lender,  the Borrower shall deliver to Lender evidence
reasonably  satisfactory  to  Lender  that all such  rents,  fees,  assessments,
charges and other amounts assessed  pursuant to the Ground Lease, the JMA Ground
Lease Estoppel,  the Condominium  Documents and each REA against the Borrower or
the applicable Individual Properties,  which are then due and payable, have been
paid by the Borrower.

          Section 5.2 Negative Covenants. From the date hereof until payment and
performance  in full of all  obligations of Borrower under the Loan Documents or
the earlier release of the Liens of all Mortgages  encumbering the Properties in
accordance  with the  terms of this  Agreement  and the  other  Loan  Documents,
Borrower  covenants and agrees with Lender that the  following  will be complied
with:

          5.2.1  Operation of Property.  Borrower  shall not,  without the prior
consent of Lender (or unless  required by Section  5.1.22)  retain a third party
manager with  respect to any  Individual  Property or enter into any  management
agreement with respect to any Individual Property.

          5.2.2 Liens.  Borrower  shall not create,  incur,  assume or suffer to
exist any Lien on any  portion  of any  Individual  Property  or permit any such
action to be taken,  except for  Permitted  Encumbrances.  After  prior  written
notice to Lender,  Borrower or the applicable Master Tenant, at its own expense,
may contest by appropriate legal proceeding  promptly initiated and conducted in
good  faith  and  with  due  diligence,  the  validity  of any  Lien of the type
described in clause (d) of the  definition  of Permitted  Encumbrance,  provided
that (i) no Event of Default has occurred and remains uncured; (ii) such contest
is permitted  under the  provisions of any mortgage or deed of trust superior in
lien to the applicable Mortgage;  (iii) such proceeding shall be permitted under
and be conducted in accordance  with the  provisions of any  instrument to which
Borrower  is subject  and shall not  constitute  a default  thereunder  and such
proceeding shall be conducted in accordance with all applicable  statutes,  laws
and  ordinances;  (iv) no  Individual  Property nor any part thereof or interest
therein  will be in danger of being sold,  forfeited,  terminated,  cancelled or
lost; (v) promptly upon final  determination  thereof  Borrower  shall, or shall
cause the applicable  Master Tenant to, pay all amounts or take any other action
required to remove such Lien; (vi) such proceeding shall suspend the enforcement
of such  contested  Lien;  (vii)  Borrower  shall  furnish,  or shall  cause the
applicable  Master  Tenant to furnish,  security  satisfactory  to Lender in the
amount of one hundred and  twenty-five  percent  (125%) of the dollar  amount of
such Lien, to ensure the removal of such Lien,  together with the payment of any
interest and  penalties  payable in connection  therewith.  Lender may apply any
such security,  as necessary to cause the removal of such Lien at any time when,
in the  reasonable  judgment  of Lender,  the  validity  of such Lien is finally
established or any Individual Property (or any part thereof or interest therein)
shall be in danger of being sold, forfeited, terminated, cancelled or lost.

          5.2.3  Dissolution.  Borrower shall not (a) engage in any termination,
dissolution,  liquidation  or  consolidation  or  merger  with or into any other
business  entity,  (b)  engage  in any  business  activity  not  related  to the
ownership and operation of the Properties,  (c) transfer,  lease or sell, in one
transaction  or  any  combination  of   transactions,   the  assets  or  all  or
substantially  all of the properties or assets of Borrower  except to the extent
expressly  permitted  by the Loan  Documents,  or (d)  modify,  amend,  waive or
terminate its organizational documents (including, without limitation, Paragraph
4 of its certificate of incorporation) or its qualification and good standing in
any jurisdiction,  in each case,  without obtaining the prior written consent of
Lender or Lender's designee. No Special Purpose Equityholder shall (x) dissolve,
wind up or liquidate or take any action,  or omit to take an action, as a result
of which such  Special  Purpose  Equityholder  would be  dissolved,  wound up or
liquidated  in whole or in part,  or (y) amend,  modify,  waive or terminate the
certificate of incorporation or bylaws of such Special Purpose Equityholder,  in
each case,  without  obtaining the prior  written  consent of Lender or Lender's
designee.

          5.2.4  Change In Business.  Borrower  shall not enter into any line of
business other than the ownership and operation of the  Properties,  or make any
material change in the scope or nature of its business  objectives,  purposes or
operations, or undertake or participate in activities other than the continuance
of its present business.

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

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

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

          5.2.8 Assets.  Borrower  shall not purchase or own any property  other
than the Properties.

          5.2.9  Debt.   Borrower   shall  not  create,   incur  or  assume  any
Indebtedness other than Permitted Debt.


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

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

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

          (b) Borrower  further  covenants  and agrees to deliver to Lender such
certifications  or other  evidence from time to time  throughout the term of the
Loan,  as requested by Lender in its sole  discretion,  that (A) Borrower is not
and does not maintain an "employee  benefit  plan" as defined in Section 3(3) of
ERISA, which is subject to Title I of ERISA, or a "governmental plan" within the
meaning of Section 3(3) of ERISA;  (B) Borrower is not subject to state statutes
regulating  investments and fiduciary  obligations  with respect to governmental
plans; and (C) one or more of the following circumstances is true:

               (i) Equity interests in Borrower are publicly offered securities,
within the meaning of 29 C.F.R. ss.2510.3-101(b)(2);

               (ii)  Less than  twenty-five  percent  (25%) of each  outstanding
class of equity  interests  in  Borrower  are held by "benefit  plan  investors"
within the meaning of 29 C.F.R. ss.2510.3-101(f)(2); or

               (iii)  Borrower  qualifies as an  "operating  company" or a "real
estate operating  company" within the meaning of 29 C.F.R.  ss.2510.3-101(c)  or
(e).

          5.2.13 Transfers. Borrower shall not Transfer the Properties, any part
thereof or any interest therein other than in compliance with Section 2.7.

          5.2.14  Change of  Control.  No  Change of  Control  shall  occur.  In
addition, no party which does not own, as of the Closing Date, 49% of the direct
or indirect equity interests in Borrower (or if applicable,  any  Single-Purpose
Equityholder)  shall  hereafter  obtain  more than 49% of the direct or indirect
equity   interests  in  Borrower   (or,  if   applicable,   any   Single-Purpose
Equityholder),  even if not  constituting a Change of Control,  unless  Borrower
shall  deliver to Lender with  respect to such new  equityholder  an  Additional
Insolvency  Opinion   satisfactory  to  (A)  prior  to  the  occurrence  of  any
Securitization  of the Loan,  Lender  (Lender's  approval of any such Additional
Insolvency  Opinion which is substantially in the form of the Insolvency Opinion
not  to  be  unreasonably   withheld),   and  (B)  at  any  time  following  any
Securitization  of the Loan,  each of the  Rating  Agencies;  provided  that the
provisions of this  sentence  shall not apply to transfers of direct or indirect
interests in a Qualified Equityholder.

          5.2.15  Special  Purpose  Entity.  Neither  Borrower  nor any  Special
Purpose Equityholder shall cease to be a Special Purpose Entity.

          5.2.16  Cross-Defaulted  Master Leases.  Following the occurrence of a
default  or event of default  under any Master  Lease  (such a Master  Lease,  a
"Triggered  Master  Lease") that is caused solely by the occurrence of a default
or event of default under any other lease  (including  any other Master  Lease),
sublease, subsublease, letting, license, concession or other occupancy agreement
between the Tenant under such  Triggered  Master Lease (or any Affiliate of such
Tenant) and Borrower (or any Affiliate of Borrower),  then Borrower shall not be
permitted  to  exercise  any remedy in  connection  with the default or event of
default under such Triggered Master Lease without first obtaining Lender's prior
written consent.

VI.      INSURANCE; CASUALTY; CONDEMNATION

          Section 6.1  Insurance.  (a) Borrower  shall obtain and  maintain,  or
cause to be maintained,  insurance for Borrower and the Properties  providing at
least the following coverages:

               (i) insurance  against loss or damage by standard perils included
within the  classification  "All Risks  Special  Form Cause of Loss"  (including
coverage for damage caused by windstorm and hail).  Such insurance  shall (A) be
in an aggregate  amount equal to the full  replacement  cost of the Property and
fixtures (without  deduction for physical  depreciation),  which for purposes of
this  Agreement  shall mean  actual  replacement  value  (exclusive  of costs of
excavations,   foundations,   underground  utilities  and  footings);  (B)  have
deductibles acceptable to Lender (but in any event not in excess of Ten Thousand
and No/100 Dollars  ($10,000));  (C) be paid annually in advance;  (D) contain a
"Replacement  Cost  Endorsement" and an "Agreed Upon Amount  Endorsement" with a
waiver of  depreciation;  (E) include an ordinance  or law coverage  endorsement
containing  Coverage A: "Loss Due to Operation of Law" (with a minimum liability
equal to  replacement  cost),  Coverage  B:  "Demolition  Cost" and  Coverage C:
"Increased Cost of Construction" coverages; (F) permit that the improvements and
other property  covered by such insurance be rebuilt at another  location in the
event  that such  improvements  and other  property  cannot  be  rebuilt  at the
location on which they are situated as of the date hereof. In addition, Borrower
shall obtain or cause to be obtained:  (x) if any portion of the Improvements is
currently  or at any time in the  future  located  in an area that is  federally
designated  as being  located in a "100 year flood  plain" or as having  special
flood  hazards  (including  Zones A, B, C, V and X and  Shaded X  areas),  flood
hazard  insurance (A) in an amount equal to the lesser of (I) the Loan Amount or
(II) the maximum  amount of such  insurance  available or such greater amount as
Lender shall require,  and (B) having  deductibles not in excess of Ten Thousand
and No/100 Dollars ($10,000);  and (y) if required by Lender with respect to any
Individual  Property,  earthquake  insurance (A) in an amount equal to two times
the  probable  maximum  loss  of the  Property,  as  indicated  in the  Physical
Conditions Report, (B) having deductibles reasonably approved by Lender and with
respect to which Lender shall have received  written  confirmation  from each of
the Rating Agencies that such deductibles will not, in and of themselves, result
in a downgrade,  withdrawal or qualification of the initial, or, if higher, then
current ratings assigned in connection with a Securitization (and, in any event,
having  deductibles not in excess of 5% of the full  replacement  cost of any of
the  applicable  Individual  Properties),  and  (C) if  any  of  the  applicable
Individual   Properties  is  legally   nonconforming   under  applicable  zoning
ordinances and codes, containing ordinance of law coverage.

               (ii) rental loss and/or business  income  insurance (A) with loss
payable  to  Lender;  (B)  covering  all risks  required  to be  covered  by the
insurance  provided  for in  subsection  (i) above;  (C) in an annual  aggregate
amount  equal  to  all  estimated  gross  revenues  from  the  operation  of the
Properties as of the date hereof (or such greater amount as determined  pursuant
to the following sentence);  (D) covering business  interruption for a period of
at  least  eighteen  (18)  months  commencing  on the  date of any  Casualty  or
Condemnation,  and  containing  an  extended  period  of  indemnity  endorsement
covering  the 12 month  period  commencing  on the date on which the  applicable
Individual  Property  is  repaired  or  replaced  and  operations  are  resumed,
whichever first occurs (as reasonably determined by the applicable insurer). The
amount of such rental loss and/or business income  insurance shall be determined
prior to the date  hereof  and at  least  once  each  year  thereafter  based on
Borrower's reasonable estimate of the gross income from each Individual Property
for the succeeding  eighteen (18) month period.  All proceeds  payable to Lender
pursuant to this subsection  shall be held by Lender and shall be applied to the
obligations  secured  by the Loan  Documents  from time to time due and  payable
hereunder and under the Note; provided,  however,  that nothing herein contained
shall be deemed to relieve  Borrower of its  obligations to pay the  obligations
secured by the Loan Documents on the respective dates of payment provided for in
the Note and the other Loan  Documents  except to the extent  such  amounts  are
actually paid out of the proceeds of such business income insurance;

               (iii)  at  all  times  during  which  construction,   repairs  or
alterations are being made with respect to the Improvements, "All Risk" builders
insurance or "Course of Construction"  insurance in non-reporting form, covering
any improvements under construction,  being repaired or otherwise being altered,
and in an  amount  equal  to not  less  than  the  full  insurable  value of the
applicable  Individual  Property against such risks (including fire and extended
coverage and collapse of  Improvements  to agreed limits) as Lender may request,
in form and substance acceptable to Lender;

               (iv)  insurance  against  loss or damage  from (A)  leakage  from
sprinkler  systems and (B)  explosions of steam boilers,  high pressure  piping,
machinery and  equipment  (if such systems are in operation at the  Properties),
air conditioning  equipment and similar apparatus now or hereafter  installed in
any of the Improvements (without exclusion for explosions) and insurance against
loss of occupancy or use arising from any breakdown, in such amounts as shall be
reasonably required by Lender;

               (v) commercial general liability insurance,  including broad form
coverage  of personal  injury  (including  death  resulting  therefrom),  bodily
injury,  death or property  damage  occurring  upon, in or about the  Individual
Property,  such  insurance (A) to be on the so-called  "occurrence"  form with a
combined  limit  of not  less  than  Two  Million  Dollars  ($2,000,000)  in the
aggregate and One Million Dollars  ($1,000,000) per occurrence;  (B) to continue
at not less than the aforesaid  limit until  required to be changed by Lender in
writing  by  reason  of  changed  economic  conditions  making  such  protection
inadequate;  and (C) to cover at least the following  hazards:  (1) premises and
operations;  (2) products and  completed  operations  on an "if any" basis;  (3)
independent  contractors;  (4)  blanket  contractual  liability  for  all  legal
contracts;  and (5) contractual  liability covering the indemnities contained in
Article 9 of the Mortgages to the extent the same is available;

               (vi)  automobile  liability  coverage for all owned and non-owned
vehicles,  including  rented and leased vehicles  containing  minimum limits per
occurrence of One Million Dollars ($1,000,000);

               (vii) worker's  compensation and employee's  liability  insurance
for all  Persons  employed  by the  Borrower  at the  Properties  subject to the
worker's  compensation  laws of the applicable  state and  employer's  liability
coverage of at least One Million Dollars ($1,000,000);

               (viii) excess and/or  umbrella  liability  insurance in an amount
not less than Fifty Million Dollars ($50,000,000) per occurrence for all claims,
including all legal liability  imposed upon Borrower and all related court costs
and attorneys' fees and  disbursement,  on terms  consistent with the commercial
general  liability   insurance  policy  required  under  subsection  (ii)  above
including   supplemental  coverage  for  workers'  compensation  and  automobile
liability,  which  umbrella  liability  coverage  shall  apply in  excess of the
automobile liability coverage in clause (vi) above;

               (ix) coverage to fully  compensate for the cost of demolition and
the increased cost of construction, renovation or alteration for the Properties;

               (x) coverage for  terrorism  (either as part of  Borrower's  "All
Risks"  policy  or  as  a  separate  policy),   providing   casualty,   business
interruption  and  liability  coverage  in an amount no less than the  Terrorism
Coverage  Amount,  if and to the extent that such  coverage is available  for an
annual  premium that is less than or equal to the  Terrorism  Premium  Threshold
(such annual  premium to be computed after taking into account the effect of any
subsidies or credits that may be provided to Borrower by or pursuant to any law,
regulation,   policy  or  other  initiative  relating  to  the  purchase  and/or
maintenance of terrorism  insurance enacted by any Governmental  Authority).  If
such coverage is not available for an annual  premium that is less than or equal
to the  Terrorism  Premium  Threshold,  then  Borrower  shall  obtain  terrorism
coverage  (at a premium,  computed as set forth in the previous  sentence,  that
does not exceed the Terrorism  Premium  Threshold) from such insurers,  and with
such coverage,  as shall be acceptable to Lender in its  reasonable  discretion;
and

               (xi) upon sixty (60) days' written notice,  such other reasonable
insurance, such as sinkhole or land subsidence insurance, and in such reasonable
amounts as Lender from time to time may  reasonably  request  against such other
insurable  hazards which at the time are commonly insured against for properties
similar  to the  Properties  located  in or  around  the  regions  in which  the
Properties are located.

               (b)  All  insurance  provided  for in  Section  6.1(a)  shall  be
obtained under valid and enforceable policies  (collectively,  the "Policies" or
in the singular,  the "Policy"),  and shall be subject to the approval of Lender
as to insurance companies,  amounts,  deductibles, loss payees and insureds. The
Policies  shall  be  issued  by  financially  sound  and  responsible  insurance
companies  authorized to do business in the State and (1) having a claims-paying
ability  of (x) at  least  Aa1 (or  its  equivalent)  or (y) in the  case of the
earthquake  insurance  described in Section 6.1(a)(i) above, at least A2 (or its
equivalent),  in each case, by each of the Rating Agencies rating the Securities
or (2) as  otherwise  acceptable  to each such  Rating  Agency as  evidenced  by
written  confirmation that such Policies will not, in and of themselves,  result
in a downgrade,  withdrawal or qualification of the initial, or, if higher, then
current  ratings  assigned in  connection  with a  Securitization.  The Policies
described  in  Section  6.1  (other  than those  strictly  limited to  liability
protection)  shall designate  Lender as loss payee.  Not less than ten (10) days
prior to the expiration dates of the Policies  theretofore  furnished to Lender,
Borrower shall cause  certificates of insurance  evidencing the Policies in form
and  substance  reasonably   satisfactory  to  Lender  accompanied  by  evidence
satisfactory to Lender of payment of the premiums due thereunder (the "Insurance
Premiums"), to be delivered by Borrower to Lender.

               (c) With respect to any blanket insurance Policy,  Borrower shall
provide  evidence  satisfactory  to Lender that the  insurance  premiums for the
Properties are separately allocated under such Policy to the Properties and that
(i) payment of such allocated  amount shall maintain the  effectiveness  of such
Policy as to the Properties  notwithstanding the failure of payment of any other
portion  of  premiums,   and  (ii)  overall   insurance  limits  will  under  no
circumstance  limit the amount  that will be paid in respect of the  Properties;
provided that any such blanket  policy shall contain an amendment  setting forth
that (A) the  aggregate  limit under such policy shall apply  separately to each
property covered  thereunder,  and (B) unless otherwise agreed to by Lender, the
limit of such  policy  shall be a "true  blanket  limit"  and not  limited  by a
schedule of values for the properties covered thereby.

               (d) All Policies  provided for or contemplated by Section 6.1(a),
except for the Policy referenced in Section 6.1(a)(vii), shall name Borrower, or
the  applicable  Master  Tenant,  as the  insured  and Lender as the  additional
insured, as its interests may appear, and in the case of property damage, rental
loss  and/or  business  income,  boiler  and  machinery,  flood  and  earthquake
insurance,   shall  contain  a  so-called  New  York  standard  non-contributing
mortgagee  clause in favor of Lender as first mortgagee  providing that the loss
thereunder shall be payable to Lender.

               (e) All  Policies  provided for in Section  6.1(a) shall  contain
clauses or endorsements to the effect that:

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

               (ii)  neither  Borrower nor Lender nor any other party shall be a
co-insurer under the Policies;

               (iii) subrogation is waived against Lender;

               (iv) the Policy  shall not be  reduced,  changed  (other  than to
increase the coverage provided thereby) or canceled without at least thirty (30)
days'  written  notice  to  Lender  and any  other  party  named  therein  as an
additional insured;

               (v) the issuers  thereof  shall give written  notice to Lender if
the Policy has not been renewed thirty (30) days prior to its expiration; and

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

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

          (g)  Borrower  shall pay the  premiums  for all  Policies  as the same
become due and payable,  and shall maintain all Policies  throughout the term of
the Loan without cost to Lender.

          (h) All  Policies  shall  contain  deductibles  which,  in addition to
complying  with  any  other  requirements  set  forth  in  Section  6.1(a),  are
acceptable  to Lender and are no larger than is customary  for similar  policies
covering  similar  properties in the geographic  markets in which the Properties
are located (and in any event, no larger than $250,000).

          Section 6.2 Casualty.

          6.2.1 Subject to Section  6.4(e)  hereof,  if an  Individual  Property
shall be damaged or destroyed, in whole or in part, by fire or other casualty (a
"Casualty"),  Borrower  shall give prompt  notice of such damage to Lender,  and
shall promptly commence and diligently prosecute, or cause the applicable Master
Tenant to promptly  commence and  diligently  prosecute,  the  completion of the
Restoration  of the  Individual  Property as nearly as possible to the condition
the Individual Property was in immediately prior to such fire or other casualty,
with such  alterations as may be reasonably  approved by Lender and otherwise in
accordance  with Section 6.4.  Borrower shall pay, or shall cause the applicable
Master  Tenant to pay, all costs of such  Restoration  whether or not such costs
are covered by  insurance.  Lender may, but shall not be obligated to make proof
of loss if not made promptly by Borrower or the applicable Master Tenant.

          6.2.2 All  insurance  proceeds  paid by the  Policies  (other than the
rental loss and/or business income insurance policy,  which shall be immediately
deposited  into the Lockbox  Account) in connection  with any Casualty  shall be
immediately deposited into the Loss Proceeds Account.

          Section 6.3 Condemnation.

          6.3.1 Subject to Section 6.4(e)  hereof,  Borrower shall promptly give
Lender notice of the actual or threatened commencement of any proceeding for the
Condemnation  of any  Individual  Property and shall deliver to Lender copies of
any and all  papers  served in  connection  with such  proceedings.  Lender  may
participate  in any such  proceedings,  and  Borrower  shall  from  time to time
deliver to Lender all instruments  requested by it to permit such participation.
Borrower  shall,  at its expense,  or shall cause Master  Tenant to,  diligently
prosecute any such proceedings, and shall consult with Lender, its attorneys and
experts,  and  cooperate  with them in the  carrying  on or  defense of any such
proceedings.

          6.3.2 Any Award received in connection with any Condemnation  shall be
immediately deposited into the Loss Proceeds Account.

          6.3.3  Notwithstanding  any  taking  by  any  public  or  quasi-public
authority through Condemnation or otherwise (including,  but not limited to, any
transfer  made in lieu of or in  anticipation  of the exercise of such  taking),
Borrower shall  continue to pay the Debt at the time and in the manner  provided
for its  payment  in the Note and in this  Agreement  and the Debt  shall not be
reduced  until  any  Award  shall  have been  actually  deposited  into the Loss
Proceeds  Account  and  applied by Lender,  after the  deduction  of expenses of
collection,  to the  reduction  or  discharge  of the Debt.  Lender shall not be
limited to the interest paid on the Award by the condemning  authority but shall
be entitled to receive out of the Award  interest at the rate or rates  provided
herein or in the Note.

          6.3.4 If any Individual  Property or any portion thereof is taken by a
condemning authority, Borrower shall promptly commence and diligently prosecute,
or shall cause the applicable  Master Tenant to promptly commence and diligently
prosecute,  the Restoration of the applicable  Individual Property and otherwise
comply with the provisions of Section 6.4. If any  Individual  Property is sold,
through  foreclosure or otherwise,  prior to the receipt by Lender of the Award,
Lender shall have the right,  whether or not a  deficiency  judgment on the Note
shall have been sought,  recovered or denied, to receive the Award, or a portion
thereof sufficient to pay the Debt.

          Section  6.4  Restoration.  The  following  provisions  shall apply in
connection with the Restoration of any Individual Property:

          (a) If the Net  Proceeds  shall be less than One Hundred  Thousand and
No/100 Dollars  ($100,000)  and the reasonably  estimated cost of completing the
Restoration  shall  be  less  than  One  Hundred  Thousand  and  No/100  Dollars
($100,000), the Net Proceeds will be disbursed from the Loss Proceeds Account by
Lender to Borrower upon receipt,  provided that all of the  conditions set forth
in  Section  6.4(b)(i)  are  met and  Borrower  delivers  to  Lender  a  written
undertaking to expeditiously  commence and to  satisfactorily  complete with due
diligence,  or cause the applicable Master Tenant to expeditiously  commence and
to  satisfactorily  complete with due diligence,  the  Restoration in accordance
with the terms of this Agreement and the Master Lease.

          (b) If the Net  Proceeds  are  equal to or  greater  than One  Hundred
Thousand and No/100 Dollars ($100,000) or the cost of completing the Restoration
is reasonably  estimated to be equal to or greater than One Hundred Thousand and
No/100 Dollars ($100,000), Lender shall make the Net Proceeds available from the
Loss Proceeds  Account for the  Restoration to the extent  required under and in
accordance  with the provisions of this Section 6.4. The term "Net Proceeds" for
purposes of this  Section 6.4 shall  mean:  (1) the net amount of all  insurance
proceeds paid by the Policies (other than the rental loss and/or business income
insurance  policy) as a result of a Casualty,  after deduction of the reasonable
costs and expenses (including,  but not limited to, reasonable counsel fees), if
any,  incurred  by Lender  (or its  Servicer)  in  collecting  same  ("Insurance
Proceeds"),  or  (2)  the  net  amount  of  any  Award  paid  as a  result  of a
Condemnation,  after deduction of the reasonable costs and expenses  (including,
but not limited to, reasonable counsel fees), if any, incurred by Lender (or its
Servicer) in collecting same ("Condemnation  Proceeds"),  whichever the case may
be.

               (i)  The Net  Proceeds  shall  be made  available  by  Lender  to
Borrower from the Loss Proceeds  Account for  Restoration  provided that each of
the following conditions are met:

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

                    (B)  (1)  in  the  event  the  Net  Proceeds  are  Insurance
               Proceeds,  less  than  twenty-five  percent  (25%)  of the  gross
               rentable area of the Improvements on the Individual  Property has
               been damaged,  destroyed or rendered unusable as a result of such
               fire or other  casualty or (2) in the event the Net  Proceeds are
               Condemnation  Proceeds,  less than fifteen  percent  (15%) of the
               land constituting the Individual Property is taken, and such land
               is located  along the  perimeter or  periphery of the  Individual
               Property,  and no portion of the  Improvements is located on such
               land;

                    (C) The  Applicable  Master Lease shall remain in full force
               and effect during and after the  completion  of the  Restoration,
               notwithstanding   the   occurrence   of  any  such   Casualty  or
               Condemnation, whichever the case maybe;

                    (D) Borrower shall  commence,  or shall cause the applicable
               Master Tenant to commence,  the Restoration as soon as reasonably
               practicable  (but in no event  later  than  sixty (60) days after
               such damage or destruction or taking,  whichever the case may be,
               occurs)  and  shall  diligently   pursue,   or  shall  cause  the
               applicable  Master  Tenant to  pursue,  the same to  satisfactory
               completion;

                    (E) Lender shall be satisfied  that any operating  deficits,
               including all scheduled  payments of principal and interest under
               the Note,  which will be incurred with respect to the  Individual
               Property as a result of the  occurrence  of any such  Casualty or
               Condemnation,  whichever  the case may be, will be covered out of
               (1) the Net Proceeds,  (2) the insurance  coverage referred to in
               Section  6.1(a)(ii),  if  applicable,  or (3) by  other  funds of
               Borrower;

                    (F) Lender shall be satisfied that the  Restoration  will be
               completed  on or  before  the  earliest  to  occur of (1) six (6)
               months prior to the Maturity Date, (2) the earliest date required
               for such completion under the terms of any Leases,  (3) such time
               as may be required under applicable zoning law,  ordinance,  rule
               or  regulation  in order to repair  and  restore  the  applicable
               Individual  Property to the condition it was in immediately prior
               to such Casualty or to as nearly as possible the condition it was
               in immediately prior to such  Condemnation,  as applicable or (4)
               the expiration of the insurance  coverage  referred to in Section
               6.l(a)(ii);

                    (G) the  Individual  Property and the use thereof  after the
               Restoration  will be in compliance  with and permitted  under all
               applicable zoning laws, ordinances, rules and regulations;

                    (H) the Restoration  shall be done and completed by Borrower
               or the applicable  Master Tenant in an  expeditious  and diligent
               fashion and in compliance with all applicable  governmental laws,
               rules  and  regulations  (including,   without  limitation,   all
               applicable environmental laws);

                    (I) such Casualty or Condemnation,  as applicable,  does not
               result in the loss of access to the  Individual  Property  or the
               related Improvements;

                    (J) after giving effect to the  Restoration,  either (i) the
               Debt Service Coverage Ratio for the affected  Individual Property
               shall be equal to or greater than the Debt Service Coverage Ratio
               for such Individual  Property as of the Closing Date, or (ii) the
               fair market value for the affected  Individual  Property shall be
               equal  to at  least  the fair  market  value  of such  Individual
               Property immediately prior to such Casualty or Condemnation;

                    (K) Borrower  shall  deliver,  or cause to be delivered,  to
               Lender a signed detailed budget approved in writing by Borrower's
               architect or engineer  stating the entire cost of completing  the
               Restoration, which budget shall be acceptable to Lender; and

                    (L)  the  Net  Proceeds  together  with  any  cash  or  cash
               equivalent  deposited by Borrower or the applicable Master Tenant
               in  the  Loss  Proceeds   Account  are   sufficient  in  Lender's
               discretion to cover the cost of the Restoration.

               (ii) The Net  Proceeds  shall be held by  Lender  in an  Eligible
Account (the "Loss Proceeds  Account") and, until  disbursed in accordance  with
the provisions of this Section 6.4(b), shall constitute  additional security for
the Debt and other obligations under the Loan Documents. The Net Proceeds shall,
subject to Section  6.4(b)(i),  be  disbursed  by Lender to, or as directed  by,
Borrower from time to time during the course of the Restoration, upon receipt of
evidence  satisfactory  to Lender that (A) all materials  installed and work and
labor  performed  (except to the extent  that they are to be paid for out of the
requested disbursement) in connection with the Restoration have been paid for in
full,  and (B) there exist no notices of pendency,  stop orders,  mechanic's  or
materialman's  liens or notices of intention to file same, or any other liens or
encumbrances of any nature whatsoever on the Individual  Property which have not
either been fully bonded to the  satisfaction of Lender and discharged of record
or in the alternative  fully insured to the  satisfaction of Lender by the title
company issuing the Title Insurance Policy.

               (iii) All plans and  specifications  required in connection  with
the Restoration  shall be subject to prior review and acceptance in all respects
by Lender and by an  independent  consulting  engineer  selected  by Lender (the
"Casualty   Consultant").   Lender   shall   have  the  use  of  the  plans  and
specifications  and all permits,  licenses and approvals required or obtained in
connection with the Restoration. The identity of the contractors, subcontractors
and materialmen engaged in the Restoration, as well as the contracts under which
they have been  engaged,  shall be subject to prior  review  and  acceptance  by
Lender and the Casualty Consultant. All costs and expenses incurred by Lender in
connection with making the Net Proceeds available for the Restoration including,
without  limitation,  reasonable counsel fees and disbursements and the Casualty
Consultant's fees, shall be paid by Borrower.

               (iv) In no event shall Lender be obligated to make  disbursements
of the Net Proceeds in excess of an amount equal to the costs actually  incurred
from time to time for work in place as part of the Restoration,  as certified by
the  Casualty  Consultant,  minus the  Casualty  Retainage.  The term  "Casualty
Retainage" shall mean an amount equal to ten percent (10%) of the costs actually
incurred  for work in  place as part of the  Restoration,  as  certified  by the
Casualty  Consultant,  until the Restoration  has been  completed.  The Casualty
Retainage shall in no event,  and  notwithstanding  anything to the contrary set
forth above in this Section  6.4(b),  be less than the amount actually held back
by Borrower or the applicable Master Tenant from contractors, subcontractors and
materialmen  engaged in the  Restoration.  The Casualty  Retainage  shall not be
released until the Casualty Consultant  certifies to Lender that the Restoration
has been completed in accordance  with the provisions of this Section 6.4(b) and
that all approvals  necessary  for the  re-occupancy  and use of the  Individual
Property have been obtained from all  appropriate  Governmental  Authorities and
quasi-governmental  authorities,  and Lender receives  evidence  satisfactory to
Lender that the costs of the Restoration  have been paid in full or will be paid
in full out of the  Casualty  Retainage;  provided,  however,  that  Lender will
release the portion of the  Casualty  Retainage  being held with  respect to any
contractor,  subcontractor  or materialman  engaged in the Restoration as of the
date upon which the Casualty Consultant certifies to Lender that the contractor,
subcontractor  or  materialman  has  satisfactorily  completed  all work and has
supplied all materials in accordance  with the  provisions of the  contractor's,
subcontractor's  or  materialman's  contract,  the contractor,  subcontractor or
materialman  delivers  the lien  waivers and  evidence of payment in full of all
sums due to the  contractor,  subcontractor  or materialman as may be reasonably
requested by Lender or by the title company issuing the Title Insurance  Policy,
and Lender  receives an endorsement to the Title  Insurance  Policy insuring the
continued  priority of the lien of the related  Mortgage and evidence of payment
of any premium payable for such endorsement.  If required by Lender, the release
of any such  portion of the Casualty  Retainage  shall be approved by the surety
company,  if any, which has issued a payment or performance bond with respect to
the contractor, subcontractor or materialman.

               (v) Lender shall not be obligated  to make  disbursements  of the
Net Proceeds more  frequently  than once every  calendar  month or in the amount
less  than Ten  Thousand  Dollars  ($10,000)  (or a lesser  amount  if the total
remaining Net Proceeds are less than Ten Thousand  Dollars  ($10,000),  in which
case only one disbursement of the remaining Net Proceeds shall be made).

               (vi) If at any time the Net Proceeds or the  undisbursed  balance
thereof  shall not, in the opinion of Lender in  consultation  with the Casualty
Consultant,  be  sufficient  to pay in full the  balance of the costs  which are
estimated  by the  Casualty  Consultant  to be incurred in  connection  with the
completion of the  Restoration,  Borrower shall deposit the deficiency (the "Net
Proceeds  Deficiency")  into  the  Loss  Proceeds  Account  before  any  further
disbursement  of the Net Proceeds  shall be made.  The Net  Proceeds  Deficiency
deposited  into the Loss  Proceeds  Account shall be held by Lender and shall be
disbursed for costs actually  incurred in connection with the Restoration on the
same conditions applicable to the disbursement of the Net Proceeds, and until so
disbursed pursuant to this Section 6.4(b) shall constitute  additional  security
for the Debt and other obligations under the Loan Documents.

               (vii) The excess,  if any, of the Net Proceeds and the  remaining
balance, if any, of the Net Proceeds  Deficiency  contained in the Loss Proceeds
Account after the Casualty  Consultant  certifies to Lender that the Restoration
has been completed in accordance with the provisions of this Section 6.4(b), and
the receipt by Lender of evidence satisfactory to Lender that all costs incurred
in connection  with the  Restoration  have been paid in full,  shall be released
from the Loss Proceeds  Account by Lender into the Lockbox Account to be applied
in accordance  with the priorities set forth in the Cash  Management  Agreement,
provided no Event of Default shall have  occurred and shall be continuing  under
the Note, this Agreement or any of the other Loan Documents.

          (c) All Net Proceeds not  required  (i) to be made  available  for the
Restoration  (including  pursuant  to Section  6.4(b)(i)  above),  or (ii) to be
returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) will
be retained and applied by Lender  toward the payment of the Debt whether or not
then due and payable in such order,  priority and  proportions  as Lender in its
sole discretion shall deem proper, or, at the discretion of Lender, the same may
be paid,  either in whole or in part,  to Borrower  for such  purposes as Lender
shall approve, in its discretion.

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

          (e) Notwithstanding anything to the contrary set forth in this Section
6.4,  Lender and Borrower agree that, at all times while the  applicable  Master
Lease is in full force and effect with respect to an Individual Property, if (i)
neither the  applicable  Master Tenant nor Borrower shall elect to terminate the
related  Master  Lease and (ii) the  applicable  Master  Tenant  shall  elect to
restore  such  Individual  Property  after  the  occurrence  of  a  Casualty  or
Condemnation  affecting  such  Individual  Property  pursuant  to the  terms and
provisions of the related Master Lease,  then (A) any related Net Proceeds shall
be released by Lender from the Loss Proceeds  Account to the Disbursing Agent to
be held in an Eligible Account and shall be disbursed by the Disbursing Agent to
the applicable  Master Tenant for  application to the Restoration of the related
Individual  Property in  accordance  with the terms and  provisions of an escrow
agreement among Borrower, the applicable Master Tenant and the Disbursing Agent,
which escrow  agreement (1) shall provide for the  disbursement of the deposited
Net Proceeds as the Restoration of the related Individual  Property is completed
in accordance  with an Application  and  Certificate in the form of AIA Document
G702 to be properly  completed and executed by the  applicable  Master  Tenant's
contractor (or by the applicable Master Tenant if such Master Tenant acts as its
own  contractor)  and  architect  and  submitted  to  the  Disbursing  Agent  in
connection with each  disbursement of any portion of the deposited Net Proceeds,
(2) shall  provide  for the  disbursement  of the portion of the  deposited  Net
Proceeds that is the subject of any such completed and executed  Application and
Certificate within five (5) Business Days of Disbursing Agent's receipt thereof,
(3) shall  provide for the  release of the  deposited  Net  Proceeds to the Loss
Proceeds  Account (to be applied in accordance  with the terms and provisions of
Sections  6.4(a)  through  (c)) if the  applicable  Master  Tenant shall fail to
complete the Restoration of the related  Individual  Property in accordance with
the related  Master Lease,  (4) shall be in form and substance  satisfactory  to
Lender and (5) shall  provide that such escrow  agreement may not be modified or
amended  without  the prior  written  consent of  Lender;  and (B) the terms and
provisions  of this  Section 6.4 shall be deemed to be  satisfied so long as the
applicable  Master Tenant  diligently  pursues and completes the  Restoration of
such  Individual  Property in  accordance  with the terms and  provisions of the
related Master Lease. If Borrower shall elect to restore any Individual Property
affected by a Casualty or  Condemnation  pursuant to the terms and provisions of
the related Master Lease,  Borrower's rights and obligations with respect to the
related  Restoration  and Net Proceeds  shall be as otherwise  set forth in this
Section 6.4.

          VII. RESERVE ACCOUNTS

          Section 7.1 Tax and Insurance Escrow Account.

          7.1.1 Tax and Insurance Escrow Account. On each Payment Date, Borrower
shall deposit into an Eligible  Account  established  on or prior to the Closing
Date  (hereinafter  called the "Tax and Insurance Escrow Account") the following
amounts:  (a)  one-twelfth  of the Taxes that Lender  estimates  will be payable
during the next ensuing  twelve (12) months in order to  accumulate  with Lender
sufficient  funds to pay all such Taxes at least thirty (30) days prior to their
respective due dates, and (b) one-twelfth of the Insurance  Premiums that Lender
estimates  will be payable  for the  renewal  of the  coverage  afforded  by the
Policies  upon  the  expiration  thereof  in  order to  accumulate  with  Lender
sufficient  funds to pay all such  Insurance  Premiums at least thirty (30) days
prior to the  expiration of the  Policies.  Lender will apply amounts in the Tax
and  Insurance  Escrow  Account  to  payments  of Taxes and  Insurance  Premiums
required to be made by Borrower (or any entity required to file tax returns with
respect to Borrower)  pursuant to Section 5.1.2 hereof and under the  Mortgages.
In making any payment from the Tax and Insurance  Escrow Account,  Lender may do
so according to any bill,  statement or estimate  procured from the  appropriate
public  office  (with  respect to Taxes) or insurer  or agent  (with  respect to
Insurance  Premiums),  without inquiry into the accuracy of such bill, statement
or estimate or into the validity of any tax, assessment,  sale, forfeiture,  tax
lien or title or claim  thereof.  If the amount in the Tax and Insurance  Escrow
Account shall exceed the amounts due for Taxes and Insurance  Premiums  pursuant
to Section 5.1.2 hereof, Lender shall, in its sole discretion, return any excess
to Borrower or credit such excess against future  payments to be made to the Tax
and  Insurance  Escrow  Account.  Any amount  remaining in the Tax and Insurance
Escrow  Account  after  the Debt  has been  paid in full  shall be  returned  to
Borrower.  In allocating  such excess,  Lender may deal with the Person shown on
the records of Lender to be the owner of the  Properties.  If at any time Lender
reasonably determines that the amount in the Tax and Insurance Escrow Account is
not or will not be sufficient  to pay Taxes and Insurance  Premiums by the dates
set  forth  in  (a)  and  (b)  above,  Lender  shall  notify  Borrower  of  such
determination  and Borrower shall increase its monthly payments to Lender by the
amount that Lender  estimates is sufficient  to make up the  deficiency at least
thirty (30) days prior to delinquency of the Taxes and/or thirty (30) days prior
to expiration of the Policies, as the case may be.

          7.1.2   Exemption   from  Tax  and  Insurance   Escrow   Requirements.
Notwithstanding the terms and provisions of Section 7.1.1, Borrower shall not be
required to contribute to the Tax and Insurance  Escrow  Account,  except during
the  continuance of an Escrow  Period.  Upon the occurrence of an Escrow Period,
Borrower  shall begin to make monthly  payments to the Tax and Insurance  Escrow
Account in accordance with the terms and provisions of Section 7.1.1  commencing
on the next occurring Payment Date.

          Section 7.2 Replacements and Replacement Reserve.

          7.2.1  Replacement  Reserve  Account.  On each Payment Date,  Borrower
shall deposit into an Eligible  Account  established  on or prior to the Closing
Date  (hereinafter  called the  "Replacement  Reserve  Account") the Replacement
Reserve  Monthly  Deposit.  Lender may  reassess  the amount of the  Replacement
Reserve  Monthly  Deposit from time to time,  and may increase  such amount upon
thirty  (30) days'  notice to Borrower if Lender  determines  in its  reasonable
discretion that an increase is necessary to maintain the proper  maintenance and
operation of the Properties.  Any amount held in the Replacement Reserve Account
and allocated for an Individual  Property shall be retained therein and credited
toward the future  Replacement  Reserves  Monthly  Deposits  required  by Lender
hereunder in the event such Individual Property is released from the Lien of its
related Mortgage in accordance with Section 2.5 hereof.

          7.2.2 Disbursements from Replacement Reserve Account. (a) Lender shall
make disbursements from the Replacement Reserve Account to pay Borrower only for
the  costs  of  the  Replacements.   Lender  shall  not  be  obligated  to  make
disbursements from the Replacement Reserve Account to reimburse Borrower for the
costs of routine maintenance to an Individual Property.

          (b) Lender shall,  upon written request from Borrower and satisfaction
of the  requirements  set forth in this  Section  7.2.2,  disburse  to  Borrower
amounts from the  Replacement  Reserve  Account  necessary to pay for the actual
approved  costs  of  Replacements  or  to  reimburse  Borrower  therefore,  upon
completion  of such  Replacements  (or,  upon partial  completion in the case of
Replacements  made pursuant to Section  7.2.2(e)) as determined by Lender. In no
event shall Lender be obligated to disburse funds from the  Replacement  Reserve
Account if a Default or an Event of Default exists.

          (c) Each request for disbursement from the Replacement Reserve Account
shall be in a form  specified  or approved  by Lender and shall  specify (i) the
specific Replacements for which the disbursement is requested, (ii) the quantity
and price of each item purchased,  if the  Replacement  includes the purchase or
replacement of specific items, (iii) the price of all materials (grouped by type
or category) used in any  Replacement  other than the purchase or replacement of
specific  items,  and (iv) the cost of all  contracted  labor or other  services
applicable to each  Replacement for which such request for disbursement is made.
With each request Borrower shall certify that all Replacements have been made in
accordance with all applicable Legal Requirements of any Governmental  Authority
having  jurisdiction  over the  applicable  Individual  Property  to  which  the
Replacements  are being provided.  Each request for  disbursement  shall include
copies of invoices for all items or materials purchased and all contracted labor
or services  provided  and,  unless  Lender has agreed to issue joint  checks as
described below in connection with a particular Replacement,  each request shall
include evidence  satisfactory to Lender of payment of all such amounts.  Except
as  provided  in  Section  7.2.2(e),  each  request  for  disbursement  from the
Replacement  Reserve  Account  shall  be  made  only  after  completion  of  the
Replacement for which  disbursement is requested.  Borrower shall provide Lender
evidence of completion satisfactory to Lender in its reasonable judgment.

          (d)  Borrower   shall  pay  all  invoices  in   connection   with  the
Replacements  with  respect  to  which a  disbursement  is  requested  prior  to
submitting such request for  disbursement  from the Replacement  Reserve Account
or, at the  request of  Borrower,  Lender will issue  joint  checks,  payable to
Borrower and the contractor,  supplier, materialman,  mechanic, subcontractor or
other party to whom payment is due in connection with a Replacement. In the case
of payments  made by joint check,  Lender may require a waiver of lien from each
Person  receiving  payment prior to Lender's  disbursement  from the Replacement
Reserve Account.  In addition,  as a condition to any  disbursement,  Lender may
require  Borrower  to  obtain  lien  waivers  from  each  contractor,  supplier,
materialman,  mechanic or subcontractor  who receives payment in an amount equal
to or greater  than  Twenty-Five  Thousand  and  NO/100  Dollars  ($25,000)  for
completion of its work or delivery of its materials.  Any lien waiver  delivered
hereunder  shall conform to the  requirements  of applicable law and shall cover
all work performed and materials supplied (including equipment and fixtures) for
the applicable Individual Property by that contractor, supplier,  subcontractor,
mechanic or  materialman  through the date covered by the current  reimbursement
request  (or,  in  the  event  that  payment  to  such   contractor,   supplier,
subcontractor,  mechanic  or  materialmen  is to be made by a joint  check,  the
release of lien shall be  effective  through  the date  covered by the  previous
release of funds request).

          (e) If (i) the cost of a Replacement exceeds Twenty-Five  Thousand and
NO/100  Dollars  ($25,000),  (ii) the  contractor  performing  such  Replacement
requires periodic  payments  pursuant to terms of a written contract,  and (iii)
Lender has approved in writing in advance such periodic payments,  a request for
reimbursement from the Replacement  Reserve Account may be made after completion
of a  portion  of the work  under  such  contract,  provided  (A) such  contract
requires  payment upon completion of such portion of the work, (B) the materials
for which the request is made are on site at the applicable  Individual Property
and are properly secured or have been installed in such Individual Property, (C)
all other conditions in this Agreement for disbursement have been satisfied, (D)
funds  remaining in the Replacement  Reserve Account are, in Lender's  judgment,
sufficient to complete such  Replacement and other  Replacements  when required,
and (E) if  required  by Lender,  each  contractor  or  subcontractor  receiving
payments  under such  contract  shall  provide a waiver of lien with  respect to
amounts which have been paid to that contractor or subcontractor.

          (f)  Borrower  shall  not make a  request  for  disbursement  from the
Replacement  Reserve Account more frequently than once in any calendar month and
(except  in  connection  with the  final  disbursement)  the  total  cost of all
Replacements  in any request  shall not be less than  Twenty-Five  Thousand  and
NO/100 Dollars ($25,000.00).

          7.2.3  Performance of  Replacements.  (a) Borrower  shall,  subject to
Section  5.1.11(b),  make,  or  cause  the  applicable  Master  Tenant  to make,
Replacements  when  required  in  order  to keep  each  Individual  Property  in
condition and repair  consistent  with megaplex movie theater  properties in the
same market  segment in  metropolitan  areas  comparable to the one in which the
respective  Individual Property is located, and to keep each Individual Property
or  any  portion  thereof  from  deteriorating.   Borrower  shall  complete  all
Replacements in a good and workmanlike  manner as soon as practicable  following
the commencement of making each such Replacement.

          (b) Lender reserves the right, at its option, to approve all contracts
or  work  orders  with  materialmen,   mechanics,   suppliers,   subcontractors,
contractors or other parties providing labor or materials in connection with the
Replacements.  Upon  Lender's  request,  Borrower  shall  assign any contract or
subcontract to Lender.

          (c) In the event Lender  determines in its reasonable  discretion that
any Replacement is not being performed in a workmanlike or timely manner or that
any Replacement has not been completed in a workmanlike or timely manner, Lender
shall  have  the  option  to  withhold   disbursement  for  such  unsatisfactory
Replacement  and to proceed under  existing  contracts or to contract with third
parties to complete such  Replacement  and to apply  amounts in the  Replacement
Reserve  Account  toward the labor and  materials  necessary  to  complete  such
Replacement,  without providing any prior notice to Borrower and to exercise any
and all other remedies available to Lender upon an Event of Default hereunder.

          (d) In  order to  facilitate  Lender's  completion  or  making  of the
Replacements  pursuant to Section  7.2.3(c)  above,  Borrower  grants Lender the
right to enter onto any  Individual  Property  and  perform any and all work and
labor necessary to complete or make the  Replacements  and/or employ watchmen to
protect such Individual Property from damage. All sums so expended by Lender, to
the extent not from the  Replacement  Reserve  Account,  shall be deemed to have
been advanced under the Loan to Borrower and secured by the Mortgages.  For this
purpose   Borrower   constitutes   and  appoints  Lender  its  true  and  lawful
attorney-in-fact  with full power of  substitution  to complete or undertake the
Replacements in the name of Borrower.  Such power of attorney shall be deemed to
be a power  coupled  with an interest and cannot be revoked.  Borrower  empowers
said  attorney-in-fact  as  follows:  (i) to use any  funds  in the  Replacement
Reserve Account for the purpose of making or completing the  Replacements;  (ii)
to make such additions,  changes and corrections to the Replacements as shall be
necessary  or  desirable  to  complete  the  Replacements;  (iii) to employ such
contractors,  subcontractors,  agents,  architects  and  inspectors  as shall be
required for such purposes; (iv) to pay, settle or compromise all existing bills
and claims which are or may become Liens against any Individual Property,  or as
may be necessary or desirable  for the  completion of the  Replacements,  or for
clearance of title; (v) to execute all applications and certificates in the name
of  Borrower  which may be required by any of the  contract  documents;  (vi) to
prosecute  and  defend  all  actions  or  proceedings  in  connection  with  any
Individual Property or the rehabilitation and repair of any Individual Property;
and (vii) to do any and every act which  Borrower  might do in its own behalf to
fulfill the terms of this Agreement.

          (e) Nothing in this Section 7.2.3 shall:  (i) make Lender  responsible
for making or completing the  Replacements;  (ii) require Lender to expend funds
in addition to amounts in the  Replacement  Reserve  Account to make or complete
any Replacement; (iii) obligate Lender to proceed with the Replacements; or (iv)
obligate Lender to demand from Borrower  additional sums to make or complete any
Replacement.

          (f)   Borrower   shall   permit   Lender  and   Lender's   agents  and
representatives (including, without limitation, Lender's engineer, architect, or
inspector) or third parties making  Replacements  pursuant to this Section 7.2.3
to enter onto each Individual  Property during normal business hours (subject to
the rights of  tenants  under  their  Leases) to  inspect  the  progress  of any
Replacements  and all materials being used in connection  therewith,  to examine
all plans and shop drawings  relating to such  Replacements  which are or may be
kept at each Individual Property, and to complete any Replacements made pursuant
to this Section 7.2.3.  Borrower shall cause all contractors and  subcontractors
to  cooperate  with Lender or  Lender's  representatives  or such other  persons
described  above  in  connection  with  inspections  described  in this  Section
7.2.3(f) or the completion of Replacements pursuant to this Section 7.2.3.

          (g) Lender may  require an  inspection  of the  applicable  Individual
Property  at  Borrower's  expense  prior  to  making  a  disbursement  from  the
Replacement  Reserve Account in order to verify  completion of the  Replacements
for which  reimbursement  is sought.  Lender may require that such inspection be
conducted  by an  appropriate  independent  qualified  professional  selected by
Lender  and/or  may  require  a  copy  of a  certificate  of  completion  by  an
independent   qualified   professional   acceptable   to  Lender  prior  to  the
disbursement of any amounts from the Replacement Reserve Account. Borrower shall
pay the expense of the inspection as required hereunder, whether such inspection
is conducted by Lender or by an independent qualified professional.

          (h) The Replacements and all materials,  equipment,  fixtures,  or any
other item comprising a part of any Replacement shall be constructed,  installed
or completed, as applicable, free and clear of all mechanics',  materialmen's or
other liens (except for those Liens existing on the date of this Agreement which
have been approved in writing by Lender).

          (i) Before each  disbursement  from the Replacement  Reserve  Account,
Lender may  require  Borrower  to provide  Lender  with a search of title to the
applicable Individual Property effective to the date of the disbursement,  which
search shows that no  mechanics'  or  materialmen's  liens or other liens of any
nature have been placed  against the  applicable  Individual  Property since the
date of  recordation of the related  Mortgage and that title to such  Individual
Property  is free and clear of all  Liens  (other  than the lien of the  related
Mortgage and any other Liens previously approved in writing by Lender, if any).

          (j)  All   Replacements   shall  comply  with  all  applicable   Legal
Requirements  of all  Governmental  Authorities  having  jurisdiction  over  the
applicable Individual Property and applicable insurance requirements  including,
without   limitation,   applicable   building   codes,   special  use   permits,
environmental regulations, and requirements of insurance underwriters.

          (k) In addition to any insurance  required  under the Loan  Documents,
Borrower shall provide or cause to be provided workmen's compensation insurance,
builder's risk, and public liability insurance and other insurance to the extent
required under applicable law in connection with a particular  Replacement.  All
such policies shall be in form and amount reasonably satisfactory to Lender. All
such policies which can be endorsed with standard  mortgagee clauses making loss
payable to Lender or its assigns shall be so endorsed.  Certified copies of such
policies shall be delivered to Lender.

          7.2.4  Failure  to Make  Replacements.  (a) It  shall  be an  Event of
Default under this  Agreement if Borrower  fails to comply with any provision of
this  Section  7.2 and such  failure  is not cured  within  (i) in the case of a
Default  that can be cured by the payment of money,  ten (10) days after  notice
from Lender,  or (ii) in the case of any other  Default,  thirty (30) days after
notice from Lender (provided that, if such  non-monetary  Default is susceptible
of cure but cannot reasonably be cured within such 30-day period and if Borrower
shall  have  commenced  to cure such  Default  within  such  30-day  period  and
thereafter  diligently and expeditiously  proceeds to cure the same, such 30-day
period shall be extended for such time as is  reasonably  necessary for Borrower
in the exercise of due diligence to cure such Default,  such  additional  period
not to exceed sixty (60) days). Upon the occurrence of such an Event of Default,
Lender may use  amounts in the  Replacement  Reserve  Account  for any  purpose,
including  but not  limited to  completion  of the  Replacements  as provided in
Section 7.2.3, or for any other repair or replacement to any Individual Property
or toward  payment of the Debt in such order,  proportion and priority as Lender
may  determine  in its sole  discretion.  Lender's  right to withdraw  and apply
amounts in the  Replacement  Reserve  Account  shall be in addition to all other
rights and remedies  provided to Lender under this  Agreement and the other Loan
Documents.

          (b) Nothing in this Agreement  shall  obligate  Lender to apply all or
any portion of the amounts in the  Replacement  Reserve Account on account of an
Event of Default to payment of the Debt or in any specific order or priority.

          7.2.5 Balance in the Replacement Reserve Account. The insufficiency of
any balance in the Replacement  Reserve Account shall not relieve  Borrower from
its obligation to fulfill all preservation and maintenance covenants in the Loan
Documents.

          7.2.6 Indemnification. Borrower shall indemnify Lender and hold Lender
harmless  from  and  against  any  and  all  actions,  suits,  claims,  demands,
liabilities,  losses,  damages,  obligations  and costs and expenses  (including
litigation costs and reasonable  attorneys fees and expenses) arising from or in
any way connected  with the  performance  of the  Replacements.  Borrower  shall
assign to Lender all rights and claims  Borrower may have against all persons or
entities  supplying  labor or materials  in  connection  with the  Replacements;
provided,  however, that Lender may not pursue any such right or claim unless an
Event of Default has occurred and remains uncured.

          7.2.7  Exemption  from  Replacement   Reserve  Account   Requirements.
Notwithstanding  the terms and  provisions of Section  7.2.1 and Section  7.2.2,
Borrower shall not be required to make the Replacement  Reserve Monthly Deposit,
except during the  continuance  of an Escrow  Period.  Upon the occurrence of an
Escrow Period,  Borrower  shall begin to make the  Replacement  Reserve  Monthly
Deposit in accordance with the terms and provisions of Section 7.2.1  commencing
on the next occurring Payment Date.

          Section 7.3 Ground Lease Reserve Account.

          7.3.1  Deposits to Ground Lease Fund. On each Payment  Date,  Borrower
shall deposit into an Eligible  Account  established  on or prior to the Closing
Date (hereinafter called the "Ground Lease Reserve Account")  one-twelfth of the
rents  (including both base and additional  rents) and other charges that Lender
estimates  will be  payable  by  Borrower  as  tenant  under the  Ground  Leases
(collectively,  "Ground  Rents")  during the next ensuing  twelve (12) months in
order to accumulate in the Ground Lease Reserve Account  sufficient funds to pay
all such  rents and  other  charges  at least  thirty  (30) days  prior to their
respective due dates.

          7.3.2  Release of Ground Lease  Funds.  Lender shall have the right to
apply amounts in the Ground Lease Reserve  Account to payment of rents and other
charges due under any Ground Lease. In making any payment  relating to rents and
other charges  under any Ground  Lease,  Lender may do so according to any bill,
statement or estimate procured from the lessor under such Ground Lease,  without
inquiry into the accuracy of such bill, statement or estimate.  If the amount in
the Ground  Lease  Reserve  Accounts  shall exceed the amounts due for rents and
other charges under the Ground Leases for the immediately succeeding twelve (12)
months as determined by Lender, Lender shall, in its sole discretion, return any
excess to Borrower or credit such excess against  future  payments to be made to
the Ground  Lease  Reserve  Account.  Any  amounts in the Ground  Lease  Reserve
Account  remaining  after the Debt has been paid in full  shall be  returned  to
Borrower.

          7.3.3  Exemption  from  Ground  Lease  Reserve  Account  Requirements.
Notwithstanding  the terms and  provisions of Section  7.3.1 and Section  7.3.2,
Borrower  shall not be  required  to  contribute  to the  Ground  Lease  Reserve
Account,  except during the continuance of an Escrow Period. Upon the occurrence
of an Escrow  Period,  Borrower shall begin to make payments to the Ground Lease
Reserve  Account in  accordance  with the terms and  provisions of Section 7.3.1
commencing on the next occurring Payment Date.

          Section 7.4 [Intentionally Omitted]

          Section 7.5 [Intentionally Omitted]

          Section 7.6 Accounts Generally.

          7.6.1 Borrower  grants to Lender a first priority  perfected  security
interest  in each of the Reserve  Accounts,  the Loss  Proceeds  Account and the
Lockbox Account and any and all monies now or hereafter  deposited  therein,  as
additional  security  for  payment  of the Debt.  Until  expended  or applied in
accordance  herewith,  the Reserve  Accounts,  the Loss Proceeds Account and the
Lockbox Account shall constitute additional security for the Debt.

          7.6.2 Upon the  occurrence  of an Event of  Default,  Lender  may,  in
addition to any and all other rights and remedies available to Lender, apply any
sums then  present  in any or all of the  Reserve  Accounts,  the Loss  Proceeds
Account and the  Lockbox  Account to the payment of the Debt in any order in its
sole discretion.

          7.6.3 Neither the Reserve Accounts,  the Loss Proceeds Account nor the
Lockbox  Account shall  constitute  trust funds or may be commingled  with other
monies held by Lender.

          7.6.4 Borrower shall not, without  obtaining the prior written consent
of Lender,  further pledge, assign or grant any security interest in any Reserve
Account,  the  Loss  Proceeds  Account  or the  Lockbox  Account  or the  monies
deposited  therein or permit any Lien to attach thereto,  or any levy to be made
thereon,  or any UCC-l Financing  Statements,  except those naming Lender as the
secured party, to be filed with respect thereto.

          VIII. DEFAULTS

          Section 8.1 Event of Default.  (a) Each of the following  events shall
constitute an event of default hereunder (an "Event of Default"):

               (i) if any  portion  of the Debt is not paid when due  (including
the payment of the Monthly Debt Service Payment Amount on each Payment Date);

               (ii) if any of the Taxes or Other  Charges  are not paid prior to
delinquency;

               (iii) if the Policies  are not kept in full force and effect,  or
if certified  copies of the Policies (or, if such insurance is being provided by
a Master  Tenant,  certificates  of insurance  evidencing  the Policies) are not
delivered to Lender upon request;

               (iv) if  Borrower  transfers  or  encumbers  any  portion  of the
Properties  without  Lender's  prior written  consent or otherwise  violates the
provisions of Article 6 of any Mortgage;

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

               (vi) if Borrower,  Indemnitor or any guarantor under any guaranty
issued in connection  with the Loan shall make an assignment  for the benefit of
creditors;

               (vii) if a receiver, liquidator or trustee shall be appointed for
Borrower,  Indemnitor or any guarantor under any guarantee  issued in connection
with the Loan or if Borrower,  Indemnitor or such guarantor shall be adjudicated
a bankrupt or insolvent,  or if any petition for bankruptcy,  reorganization  or
arrangement  pursuant to federal bankruptcy law, or any similar federal or state
law, shall be filed by or against,  consented to, or acquiesced in by, Borrower,
Indemnitor  or such  guarantor,  or if any  proceeding  for the  dissolution  or
liquidation  of Borrower,  Indemnitor  or such  guarantor  shall be  instituted;
provided, however, if such appointment, adjudication, petition or proceeding was
involuntary and not consented to by Borrower, Indemnitor or such guarantor, upon
the same not being discharged, stayed or dismissed within ninety (90) days;

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

               (ix)  if a  breach  occurs  in  any  of  the  negative  covenants
contained in Section 5.2 or any covenant contained in Section 4.1.30 hereof;

               (x) if Borrower fails to provide Lender with any of the financial
information  specifically  required  to be provided  pursuant to Section  5.1.11
within ten (10)  Business  Days of notice from Lender to Borrower of its failure
to provide  such  information  on the date such  information  is  required to be
delivered pursuant to Section 5.1.11;

               (xi) with respect to any term,  covenant or  provision  set forth
herein which  specifically  contains a notice  requirement  or grace period,  if
Borrower  shall be in default under such term,  covenant or condition  after the
giving of such notice or the expiration of such grace period;

               (xii)  if  any  of  the  factual  assumptions  contained  in  the
Insolvency Opinion,  or in any Additional  Insolvency Opinion is or shall become
untrue in any material respect;

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

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

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

          Section 8.2 Remedies.  (a) Upon the occurrence of an Event of Default,
all or any one or more of the  rights,  powers,  privileges  and other  remedies
available to Lender  against  Borrower  under this Agreement or any of the other
Loan Documents  executed and delivered by, or applicable to,  Borrower or at law
or in  equity  may be  exercised  by  Lender  at any time and from time to time,
whether or not all or any of the Debt shall be  declared  due and  payable,  and
whether or not Lender shall have commenced any  foreclosure  proceeding or other
action for the  enforcement  of its rights  and  remedies  under any of the Loan
Documents with respect to all or any Individual Property. Any such actions taken
by Lender shall be cumulative and  concurrent and may be pursued  independently,
singularly,  successively, together or otherwise, at such time and in such order
as Lender may determine in its sole discretion,  to the fullest extent permitted
by law, without  impairing or otherwise  affecting the other rights and remedies
of Lender  permitted by law, equity or contract or as set forth herein or in the
other Loan Documents. Without limiting the generality of the foregoing, Borrower
agrees  that if an Event of Default is  continuing  (i) Lender is not subject to
any "one action" or "election of remedies"  law or rule,  and (ii) all liens and
other  rights,  remedies or  privileges  provided to Lender shall remain in full
force and effect until  Lender has  exhausted  all of its  remedies  against the
Properties and each Mortgage has been foreclosed, sold and/or otherwise realized
upon in satisfaction of the Debt or the Debt has been paid in full.

          (b) With respect to Borrower  and the  Properties,  nothing  contained
herein or in any other Loan Document  shall be construed as requiring  Lender to
resort to any  Individual  Property for the  satisfaction  of any of the Debt in
preference  or priority to any other  Individual  Property,  and Lender may seek
satisfaction  out of all of the Properties or any part thereof,  in its absolute
discretion in respect of the Debt. In addition, Lender shall have the right from
time to time to  partially  foreclose  the  Mortgages  in any manner and for any
amounts secured by the Mortgages then due and payable as determined by Lender in
its sole discretion including,  without limitation, the following circumstances:
(i) in the event Borrower  defaults  beyond any  applicable  grace period in the
payment of one or more scheduled payments of principal and interest,  Lender may
foreclose one or more of the Mortgages to recover such delinquent  payments,  or
(ii) in the event Lender elects to accelerate  less than the entire  outstanding
principal balance of the Loan, Lender may foreclose one or more of the Mortgages
to recover so much of the principal balance of the Loan as Lender may accelerate
and such other sums secured by one or more of the Mortgages as Lender may elect.
Notwithstanding  one or more partial  foreclosures,  the Properties shall remain
subject to the Mortgages to secure  payment of sums secured by the Mortgages and
not previously recovered.

          (c)  Lender  shall  have the right from time to time to sever the Note
and the other Loan  Documents  into one or more  separate  notes,  mortgages and
other security documents (the "Severed Loan Documents") in such denominations as
Lender shall  determine in its sole  discretion  for purposes of evidencing  and
enforcing its rights and remedies provided hereunder. Borrower shall execute and
deliver to Lender from time to time,  promptly  after the  request of Lender,  a
severance agreement and such other documents as Lender shall request in order to
effect  the  severance  described  in the  preceding  sentence,  all in form and
substance reasonably satisfactory to Lender. Lender shall have the right, in its
sole  discretion,  from time to time to amend and modify the Loan  Documents  so
that  one  or  more  of  the   Mortgages  are  no  longer   cross-defaulted   or
cross-collateralized  with the other  Mortgages as  described in Section  10.18.
Borrower  shall execute and deliver to Lender from time to time,  promptly after
the request of Lender, such documents amending or modifying the Mortgages or the
other Loan  Documents and such other  documents as Lender shall request in order
to effect the  amendment  or  modification  with  respect to  cross-defaults  or
cross-collateralizations described in the preceding sentence (including, without
limitation,  such documents as may be necessary for the formation of one or more
Special  Purpose  Entities to act as  borrower  under the Loan  Documents  as so
amended or  modified),  all in form and  substance  reasonably  satisfactory  to
Lender.  Borrower hereby absolutely and irrevocably  appoints Lender as its true
and lawful attorney, coupled with an interest, in its name and stead to make and
execute all documents  necessary or desirable to effect the aforesaid  severance
or   amendment   or   modification    with   respect   to    cross-defaults   or
cross-collateralizations, Borrower ratifying all that its said attorney shall do
by virtue thereof; provided,  however, Lender shall not make or execute any such
documents  under such power until three (3) days after  notice has been given to
Borrower by Lender of Lender's  intent to exercise  its rights under such power.
Except as may be  required  in  connection  with a  Securitization  pursuant  to
Section  9.1  hereof  and  provided  no Event of  Default  has  occurred  and is
continuing,  (i)  Borrower  shall not be  obligated to pay any costs or expenses
incurred in connection with the preparation,  execution,  recording or filing of
the Severed Loan Documents or the documents executed and delivered in connection
with  any  amendment  or  modification   with  respect  to   cross-defaults   or
cross-collateralizations,  and (ii) the Severed Loan  Documents or the documents
executed and delivered in connection  with any  amendment or  modification  with
respect to  cross-defaults  or  cross-collateralizations  shall not  contain any
representations, warranties or covenants not contained in the Loan Documents and
any such  representations  and  warranties  contained  therein  will be given by
Borrower only as of the Closing Date.

          Section 8.3  Remedies  Cumulative;  Waivers.  The  rights,  powers and
remedies of Lender under this Agreement shall be cumulative and not exclusive of
any other right, power or remedy which Lender may have against Borrower pursuant
to this Agreement or the other Loan  Documents,  or existing at law or in equity
or otherwise.  Lender's rights,  powers and remedies may be pursued  singularly,
concurrently  or  otherwise,  at such  time  and in such  order  as  Lender  may
determine  in Lender's  sole  discretion.  No delay or omission to exercise  any
remedy,  right or power  accruing upon an Event of Default shall impair any such
remedy,  right or power or shall be construed as a waiver thereof,  but any such
remedy, right or power may be exercised from time to time and as often as may be
deemed  expedient.  A waiver of one Default or Event of Default  with respect to
Borrower  shall not be  construed  to be a waiver of any  subsequent  Default or
Event of Default by Borrower or to impair any remedy,  right or power consequent
thereon.

          Section 8.4 Application of Payments after an Event of Default.  During
the  continuance  of an Event of  Default,  all  amounts  received  by Lender in
respect of the Loan shall be applied  toward  amounts owing under the Components
(e.g.,  interest,  principal and other amounts payable hereunder),  the Loan and
the Note in such sequence as Lender shall elect in its sole discretion.

          IX. SPECIAL PROVISIONS

          Section 9.1 Sale of Notes and  Securitization.  Borrower  acknowledges
and agrees  that the Lender may sell all or any portion of the Loan and the Loan
Documents,  or issue one or more  participations  therein,  or consummate one or
more  private  or  public   securitizations  of  rated  single-  or  multi-class
securities secured by or evidencing ownership interests in all or any portion of
the Loan and the Loan  Documents  or a pool of assets that  include the Loan and
the  Loan  Documents  (the  "Securities";   such  sales,  participations  and/or
securitizations, collectively, a "Securitization"). At the request of the holder
of the Note and, to the extent not  already  required to be provided by Borrower
under  this  Agreement,   Borrower  shall  use  reasonable  efforts  to  provide
information  not in the possession of the holder of the Note in order to satisfy
the  market  standards  to which the holder of the Note  customarily  adheres or
which may be reasonably  required in the marketplace or by the applicable Rating
Agencies  in  connection  with  such  sales  or  transfers,  including,  without
limitation, to:

          (a) (i) provide such financial and other  information  with respect to
the Properties,  Borrower, Indemnitor and, to the extent delivered by the Master
Tenants,  the  Master  Tenants,  (ii)  provide  such  budgets  relating  to  the
Properties  and (iii) to perform or permit or cause to be performed or permitted
such site inspections,  appraisals,  market studies,  environmental  reviews and
reports  (Phase I reports and, if  appropriate,  Phase II reports),  engineering
reports and other due diligence  investigations  of the Properties in accordance
with the terms of the  Master  Leases,  as may be  reasonably  requested  by the
holder of the Note or as may be  requested  by the Rating  Agencies or as may be
necessary  or  appropriate  in  connection  with the  Securitization  and/or the
listing  of  the  Securities  on  any  securities  exchange  (collectively,  the
"Provided Information"),  together, if customary,  with appropriate verification
and/or  consents  of the  Provided  Information  through  letters of auditors or
opinions of counsel of independent attorneys acceptable to Lender and the Rating
Agencies;

          (ii) at Borrower's  expense,  cause counsel to render opinions,  which
may be relied  upon by the  holder of the Note,  the Rating  Agencies  and their
respective  counsel,  agents  and  representatives,   as  to  non-consolidation,
fraudulent conveyance, and true sale and/or lease or any other opinion customary
in securitization  transactions,  which counsel and opinions shall be reasonably
satisfactory to the holder of the Note and satisfactory to the Rating Agencies;

          (iii) make such  representations and warranties as of the closing date
of the Securitization with respect to the Properties,  Borrower,  Indemnitor and
the Loan  Documents as may be reasonably  requested by the holder of the Note or
as may be requested by the Rating Agencies and consistent with the facts covered
by such  representations  and  warranties  as they  exist on the  date  thereof,
including the representations and warranties made in the Loan Documents;

          (iv) execute such amendments to the Loan Documents and  organizational
documents  and  establish  and fund such Reserve  Accounts  (including,  without
limitation, Reserve Accounts for deferred maintenance,  unfunded obligations and
capital  improvements)  as may be  requested  by the  holder  of the Note or the
Rating Agencies or otherwise to effect the  Securitization;  provided,  however,
that Borrower shall not be required to modify or amend any Loan Document if such
modification  or amendment  would (A) change the aggregate  interest  rate,  the
stated  maturity or the  aggregate  amortization  of principal  set forth in the
Note, (B) modify or amend any other  material  economic term of the Loan, or (C)
require the deposit of additional  reserves,  unless  otherwise  required by the
Loan Documents;

          (v) execute such  amendments to the Loan Documents as may be necessary
to  ensure  that  all  payments  required  to be made to the  Certificateholders
pursuant  to the  Servicing  Agreement  shall  be made in a  timely  fashion  by
Borrower  to  Lender  pursuant  to the Loan  Documents  (it  being  the  express
intention of the parties hereto that the amounts  payable  hereunder by Borrower
be sufficient to make all payments to the Servicer and Certificateholders  under
the Servicing Agreement, without shortfalls); and

          (vi)  participate in meetings with Rating  Agencies  and/or  potential
investors if reasonably requested by the Lender.

          (b) All reasonable  third party costs and expenses  incurred by Lender
in connection  with  Borrower's  complying with requests made under this Section
9.1  (including,  without  limitation,  the  fees  and  expenses  of the  Rating
Agencies) shall be paid by Borrower.

          Section  9.2   Securitization   Indemnification.   (a)   Borrower  and
Indemnitor  understand that certain of the Provided  Information may be included
in a private  placement  memorandum,  offering  circular  or other  offering  or
disclosure  documents  (the  "Disclosure  Documents")  in  connection  with  the
Securitization  and may also be  included  in filings  with the  Securities  and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  or the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  or provided or made  available to  investors  or  prospective
investors in the Securities,  the Rating Agencies,  any securities exchange, and
service providers relating to the  Securitization.  Borrower and Indemnitor will
cooperate  with the holder of the Note in drafting and  updating the  Disclosure
Document  by  providing  all  current  information  available  to  Borrower  and
necessary, with respect to the Provided Information,  the Properties, the Master
Leases,  the Master Tenants,  Borrower and its Affiliates,  or the Loan, to keep
the Disclosure Document accurate and complete in all material respects.

          (b) Borrower and Indemnitor  agree to provide in connection  with each
of  (i)  a  preliminary  and  a  final  private  placement  memorandum,  (ii)  a
preliminary  and final  prospectus or prospectus  supplement or (iii) such other
offering  materials  as may be used for the  securitization  of the  Loan  (such
materials  described  in  clauses  (i),  (ii) or  (iii),  as  applicable,  being
hereinafter   referred  to   collectively   as  the  "Offering   Materials")  an
indemnification  certificate  jointly and severally (A) certifying that Borrower
and Indemnitor have carefully examined the Offering Materials, including without
limitation,   the  sections  entitled  "Summary  of  Offering  Circular,"  "Risk
Factors,"  "Description  of the  Properties,"  "Description  of the  Loan,"  and
"Description of Entertainment  Properties Trust" and such Offering  Materials to
the extent  they  relate to or include  any  Provided  Information,  and as they
relate to the Properties,  the Master Leases,  the Master Tenants,  Borrower and
its Affiliates,  Indemnitor and its  Affiliates,  any parties to any of the Loan
Documents  other than the Lender,  the Servicer or any  Affiliates of either the
Lender or the  Servicer,  the Loan  Documents  or the Loan (other  than  federal
income tax matters and ERISA matters which do not pertain to the Properties, the
Master Leases, the Master Tenants,  Borrower or its Affiliates),  do not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
necessary  in  order  to  make  the  statements   made,  in  the  light  of  the
circumstances  under  which they were made,  not  misleading,  (B)  indemnifying
Lender and Goldman Sachs Mortgage Company and the Goldman Sachs Group,  Inc. and
any of their respective  Affiliates,  and each of their respective  officers and
directors  and each person or entity who  controls  each such Person  within the
meaning of Section 15 of the  Securities  Act, or Section 20 of the Exchange Act
(Lender,  Goldman Sachs Mortgage Company, the Goldman Sachs Group, Inc. and such
Affiliates,  directors,  officers  or  Persons  being  hereinafter  referred  to
collectively  as the  "Lender  and  Goldman  Group"),  and each  underwriter  or
placement  agent  with  respect  to the  Securities,  each of  their  respective
officers and  directors  and each person or entity who controls each such Person
within the  meaning of Section 15 of the  Securities  Act and  Section 20 of the
Exchange Act  (collectively,  the "Underwriter  Group") for any losses,  claims,
damages or liabilities (collectively, the "Liabilities") to which the Lender and
Goldman  Group or the  Underwriter  Group  may  become  subject  insofar  as the
Liabilities  arise out of or are based upon any untrue statement or misstatement
or alleged untrue  statement or  misstatement  of any material fact contained in
the  portions  of  the  Offering   Materials  covered  by  the   indemnification
certificate  (the "Covered  Information")  or arise out of or are based upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated in the Covered  Information  or necessary in order to make the statements
in the Covered Information,  in light of the circumstances under which they were
made,  not misleading and (C) agreeing to reimburse the Lender and Goldman Group
and the Underwriter Group for any legal or other expenses reasonably incurred by
the Lender and  Goldman  Group and the  Underwriting  Group in  connection  with
investigating  or  defending  the  Liabilities.  The  liability  of Borrower and
Indemnitor under the  indemnification  provided for in clauses (B) and (C) above
shall be in addition to any liability which Borrower or Indemnitor may otherwise
have.  Moreover,  the indemnification  provided for in clauses (B) and (C) above
shall be effective,  and Borrower and  Indemnitor  hereby agree to indemnify and
hold harmless the Lender and Goldman Group and the Underwriter Group if Borrower
and  Indemnitor  fail to deliver an  indemnification  certificate  described  in
clause (A) above  within a  reasonable  time after  delivery  of the  applicable
Offering  Materials to Borrower and Indemnitor for review in connection with the
request for the indemnification  certificate and indemnification by Borrower and
Indemnitor  shall be  applicable  based on  information  previously  provided by
Indemnitor,  Borrower or  Affiliates of Borrower or  Indemnitor,  as updated and
corrected,  and with respect to which Borrower or Indemnitor have not previously
raised objections.

          (c) In connection  with filings  under the Exchange Act,  Borrower and
Indemnitor  agree  to (i)  indemnify  the  Lender  and  Goldman  Group  and  the
Underwriter  Group for  Liabilities to which the Lender and Goldman Group or the
Underwriter  Group may become subject insofar as the Liabilities arise out of or
are based upon any untrue  statement or misstatement of any material fact in the
Provided  Information  or the  omission  or  alleged  omission  to  state in the
Provided  Information  a material  fact  required  to be stated in the  Provided
Information  in order to make the  statements  in the Provided  Information,  in
light of the  circumstances  under which they were made, not misleading and (ii)
reimburse the Lender and Goldman Group or the Underwriter Group for any legal or
other  expenses  reasonably  incurred  by the  Lender and  Goldman  Group or the
Underwriter Group in connection with defending or investigating the Liabilities.

          (d) Borrower and  Indemnitor  agree that no  Indemnified  Person shall
have any liability to Borrower or Indemnitor for or in connection  with the Loan
unless and to the extent that it is finally judicially determined that liability
for losses,  claims,  damages,  liabilities or expenses  incurred by Borrower or
Indemnitor  resulted directly from the fraud,  illegal acts, gross negligence or
willful misconduct of such Indemnified Person.

          (e) Promptly after receipt by an  Indemnified  Person of notice of any
claim or the  commencement  of any action,  the  Indemnified  Person shall, if a
claim in respect  thereof is to be made against  Borrower or  Indemnitor  notify
such  entity  in  writing  of the  claim  or the  commencement  of that  action;
provided,  however,  that the  failure  to notify  Borrower  or  Indemnitor  (as
applicable)  shall not relieve it from any liability which it may have under the
indemnification  provisions  of this  Section  9.2.  If any such claim or action
shall be brought against an Indemnified  Person,  such Indemnified  Person shall
have the right to employ separate  counsel in any such action and to participate
in the defense thereof and Borrower or Indemnitor (as applicable)  shall pay the
fees,  expenses and disbursements of such counsel and such counsel shall, to the
extent consistent with its professional responsibility,  cooperate with Borrower
or Indemnitor (as applicable) and any counsel selected by Borrower or Indemnitor
(as applicable);  provided, however, that, if multiple Indemnified Persons shall
seek to be  indemnified  by Borrower or  Indemnitor  under this  Section 9.2 for
Liabilities  arising out of a single action or omission,  Borrower or Indemnitor
(as  applicable)   shall  not  be  required  to  pay  the  fees,   expenses  and
disbursements  of more than a single  outside law firm  representing  all of the
applicable Indemnified Persons as a group in connection therewith.

          (f) Without the prior written  consent of Lender (which  consent shall
not be unreasonably  withheld or delayed),  neither Borrower nor Indemnitor will
settle or  compromise  or consent to the entry of any judgment in any pending or
threatened claim, action, suit or proceeding in respect of which indemnification
may be sought hereunder  (whether or not any Indemnified  Person is an actual or
potential party to such claim,  action,  suit or proceeding)  unless Borrower or
Indemnitor  (as  applicable)  shall have given Lender  reasonable  prior written
notice  thereof and shall have obtained an  unconditional  release of Lender and
each other  Indemnified  Person hereunder from all liability arising out of such
claim,  action,  suit or  proceedings.  As long as  Borrower or  Indemnitor  (as
applicable) has complied with its obligations to defend and indemnify hereunder,
Borrower or Indemnitor  (as  applicable)  shall not be liable for any settlement
made by Lender or any other  Indemnified  Person without the consent of Borrower
or indemnitor (as applicable) (which consent shall not be unreasonably  withheld
or delayed).

          (g)  Borrower  and  Indemnitor  agree that if any  indemnification  or
reimbursement  sought  pursuant  to  this  Section  9.2  is  finally  judicially
determined to be  unavailable  for a reason other than the fraud,  illegal acts,
gross  negligence  or  willful   misconduct  of  an  Indemnified  Person  or  is
insufficient  to hold an Indemnified  Person  harmless (with respect only to the
losses,  claims,  damages,  liabilities or expenses that are the subject of this
Section 9.2), then Borrower or Indemnitor (as  applicable) and such  Indemnified
Person shall contribute to the losses, claims, damages, liabilities and expenses
for which  such  indemnification  or  reimbursement  is held  unavailable  or is
insufficient:  (x) in such  proportion as is appropriate to reflect the relative
benefits to Borrower or Indemnitor  (as  applicable)  on the one hand,  and such
Indemnified  Person on the  other  hand,  from the  transactions  to which  such
indemnification or reimbursement  relates;  or (y) if the allocation provided by
clause (x) above is not  permitted by applicable  law, in such  proportion as is
appropriate to reflect not only the relative  benefits referred to in clause (x)
but also the relative  faults of Borrower or Indemnitor  (as  applicable) on the
one hand,  and all  Indemnified  Persons on the other hand, as well as any other
equitable  considerations.  Notwithstanding  the provisions of this Section 9.2,
(A) no party found liable for a fraudulent  misrepresentation  shall be entitled
to  contribution  from any other  party who is not also  found  liable  for such
fraudulent misrepresentation, and (B) Borrower, Indemnitor and Lender agree that
in no event  shall  the  amount to be  contributed  by the  Indemnified  Persons
collectively  pursuant  to this  paragraph  exceed  the  amount  of the fees (by
underwriting  discount or otherwise) actually received by the Lender and Goldman
Group and the  Underwriter  Group in connection  with the closing of the Loan or
the securitization or other secondary market sale of the Loan.

          (h)  Borrower   and   Indemnitor   agree  that  the   indemnification,
contribution and  reimbursement  obligations set forth in this Section 9.2 shall
apply whether or not the Lender and Goldman Group, the Underwriter  Group or any
other Indemnified Person is a formal party to any such lawsuits, claims or other
proceedings,  and that such obligations shall extend upon the terms set forth in
this  Section  9.2  to  any  controlling  person,  director,  partner,  officer,
employee,  representative  or  agent  of the  Lender  and  Goldman  Group or the
Underwriter  Group (each member of the Lender and Goldman Group, the Underwriter
Group and each such controlling person, director,  partner,  officer,  employee,
representative or agent being, an "Indemnified Person"). Borrower and Indemnitor
further  agree  that  their  indemnification,   contribution  and  reimbursement
obligations  shall be in addition to any liability which they may otherwise have
and shall extend,  upon the same terms and conditions,  to each Person,  if any,
who controls any Indemnified Persons within the meaning of the Securities Act.

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

          Section  9.3  Rating  Surveillance.  Borrower  will  retain the Rating
Agencies to provide rating surveillance services on any certificates issued in a
Securitization.  Such rating  surveillance will be at the expense of Borrower in
an  amount  determined  by  Lender  in its  reasonable  discretion  prior to the
occurrence  of a  Securitization  and such  expense  (the  "Rating  Surveillance
Charge") will be paid in monthly installments.

          Section 9.4 Exculpation.  Subject to the qualifications  below, Lender
shall not  enforce  the  liability  and  obligation  of  Borrower to perform and
observe the obligations contained in the Note, this Agreement,  the Mortgages or
the other Loan  Documents by any action or proceeding  wherein a money  judgment
shall be sought  against  Borrower,  except that Lender may bring a  foreclosure
action, an action for specific  performance or any other  appropriate  action or
proceeding to enable  Lender to enforce and realize upon its interest  under the
Note,  this  Agreement,  the Mortgages and the other Loan  Documents,  or in the
Properties,  the Rents, or any other  collateral given to Lender pursuant to the
Loan Documents; provided, however, that, except as specifically provided herein,
any  judgment  in any such action or  proceeding  shall be  enforceable  against
Borrower only to the extent of  Borrower's  interest in the  Properties,  in the
Rents and in any other collateral given to Lender,  and Lender, by accepting the
Note, this Agreement,  the Mortgages and the other Loan Documents,  agrees that,
except as permitted  below,  it shall not sue for, seek or demand any deficiency
judgment against Borrower in any such action or proceeding under or by reason of
or under or in connection with the Note,  this  Agreement,  the Mortgages or the
other Loan  Documents.  The provisions of this section shall not,  however,  (a)
constitute  a waiver,  release or  impairment  of any  obligation  evidenced  or
secured  by any of the Loan  Documents;  (b)  impair the right of Lender to name
Borrower as a party  defendant  in any action or suit for  foreclosure  and sale
under any of the Mortgages;  (c) affect the validity or enforceability of or any
guaranty made in  connection  with the Loan or any of the rights and remedies of
Lender thereunder; (d) impair the right of Lender to obtain the appointment of a
receiver;  (e) impair the enforcement of any of the  Assignments of Leases;  (f)
impair the enforcement of the Environmental  Indemnity,  the Estoppel  Indemnity
Agreement or the  Indemnity  Agreement;  (g)  constitute a  prohibition  against
Lender to seek such relief against Borrower as may be necessary to fully realize
the  security  granted  by  each  of the  Mortgages  or to  commence  any  other
appropriate  action or  proceeding  in order for Lender to exercise its remedies
against all of the Properties; or (h) constitute a waiver of the right of Lender
to enforce the  liability  and  obligation  of  Borrower,  by money  judgment or
otherwise,  to  the  extent  of  any  loss,  damage  (other  than  punitive  and
consequential damages, unless such punitive or consequential damages are imposed
on or asserted against Lender by third parties), cost, expense, liability, claim
or other  obligation  incurred by Lender  (including  attorneys'  fees and costs
reasonably incurred) arising out of or in connection with the following:

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

               (ii) the gross negligence or willful misconduct of Borrower,  its
Affiliates, Indemnitor or any guarantor in connection with the Loan;

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

               (iv) the removal or  disposal  of any portion of the  Properties,
other than by Lender or its agents, after an Event of Default;

               (v)  the   misappropriation,   misapplication  or  conversion  by
Borrower,  its  Affiliates,  Indemnitor or any guarantor in connection  with the
Loan of any  funds  relating  to the  Properties  in  contravention  of the Loan
Documents,  including (A) any Insurance  Proceeds paid by reason of any Casualty
to the Properties,  (B) any  Condemnation  Proceeds or other amounts received in
connection with the  Condemnation of all or a portion of the Properties,  or (C)
any Rents;

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

               (vii)  the  misappropriation,  misapplication  or  conversion  by
Borrower, its Affiliate, Indemnitor or any guarantor in connection with the Loan
of any security deposits,  advance deposits or any other deposits collected with
respect to the  Properties  which are not delivered to Lender upon a foreclosure
of the  Properties  or action in lieu  thereof,  except to the  extent  any such
security  deposits were applied in accordance  with the terms and  conditions of
any of the Leases prior to the occurrence of the Event of Default that gave rise
to such foreclosure or action in lieu thereof; and

               (viii) any intentional and material misrepresentation by Borrower
or Indemnitor in any of the Loan Documents.

          Notwithstanding  anything to the contrary in this Agreement,  the Note
or any of the Loan Documents,  (A) Lender shall not be deemed to have waived any
right which Lender may have under Section 506(a),  506(b),  1111(b) or any other
provisions  of the U.S.  Bankruptcy  Code to file a claim for the full amount of
the Debt  secured by the  Mortgages  or to  require  that all  collateral  shall
continue to secure all of the Debt owing to Lender in  accordance  with the Loan
Documents,  and (B) the Debt shall be fully  recourse  to  Borrower in the event
that:  (i) the first full monthly  payment of principal  and interest  under the
Note is not paid  when  due;  (ii) an  Event  of  Default  pursuant  to  Section
8.1(a)(x)  occurs  or  Borrower  fails  to  permit  on-site  inspections  of the
Properties  (subject to the rights of tenants under  Leases),  fails to maintain
its  status  as a Special  Purpose  Entity  or fails to  appoint  a third  party
property  manager  upon the request of Lender as  permitted  hereunder,  each as
required  by,  and in  accordance  with the  terms and  provisions  of this Loan
Agreement,  the Mortgages and the other Loan Documents;  (iii) Borrower fails to
obtain  Lender's  prior written  consent to any  subordinate  financing or other
voluntary Lien  encumbering  any  Individual  Property;  (iv) Borrower  violates
Sections 5.1.23,  5.1.24,  5.1.25,  5.2.12, 5.2.13, 5.2.14 or 5.2.16 hereof, (v)
Borrower  files a  voluntary  petition  under the  Bankruptcy  Code or any other
Federal  or  state  bankruptcy  or  insolvency  law;  (vi) any  Person  files an
involuntary  petition  against  Borrower under the Bankruptcy  Code or any other
Federal or state bankruptcy or insolvency law, in which Borrower,  any Affiliate
of Borrower,  Indemnitor or any  guarantor in connection  with the Loan colludes
with,  or  otherwise  assists,  such  Person,  (vii)  Borrower  files an  answer
consenting to or otherwise acquiescing in or joining in any involuntary petition
filed  against it, by any other  Person under the  Bankruptcy  Code or any other
Federal or state  bankruptcy  or  insolvency  law,  or  solicits or causes to be
solicited  petitioning  creditors for any involuntary  petition from any Person;
(viii)  Borrower  consents to or acquiesces or joins in an  application  for the
appointment of a custodian,  receiver,  trustee, or examiner for Borrower or any
portion of the Property; or (ix) Borrower makes an assignment for the benefit of
creditors,  or admits, in writing or in any legal proceeding,  its insolvency or
inability to pay its debt as they become due;  provided,  however,  any recourse
arising from  subclauses (v) through and including (ix) of this section shall be
limited to fifty percent (50%) of the Debt.

          Section 9.5  Satisfaction of Obligations by Master  Tenants.  Borrower
may satisfy any of its obligations  pursuant to the terms and provisions of this
Agreement and the other Loan Documents by causing the  applicable  Master Tenant
to satisfy such obligation.

          Section  9.6  Servicer.  At the  option  of  Lender,  the  Loan may be
serviced  by a  servicer/trustee  and/or  special  servicer  (collectively,  the
"Servicer") selected by Lender and Lender may delegate all or any portion of its
responsibilities  under  this  Agreement  and the other  Loan  Documents  to the
Servicer pursuant to a servicing  agreement (the "Servicing  Agreement") between
Lender and Servicer  (Borrower  hereby  agreeing to  recognize  any action taken
under the Loan  Documents by the Servicer in such  capacity).  Borrower shall be
responsible  for (i) any  reasonable  set-up  fees or any  other  initial  costs
relating  to or arising  under the  Servicing  Agreement,  and (ii) any  Special
Servicing  Fee,  Work-Out Fee or  Liquidation  Fee due to the Servicer under the
Servicing Agreement,  provided,  however, that Borrower shall not be responsible
for payment of the monthly Servicing Fee due to the Servicer under the Servicing
Agreement.

          X. MISCELLANEOUS

          Section 10.1 Survivial. This Agreement and all covenants,  agreements,
representations  and warranties  made herein and in the  certificates  delivered
pursuant hereto shall survive the making by Lender of the Loan and the execution
and delivery to Lender of the Note,  and shall continue in full force and effect
so long as all or any of the  Debt is  outstanding  and  unpaid  unless a longer
period is expressly set forth herein or in the other Loan Documents. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include  the legal  representatives,  successors  and  assigns of such
party. All covenants, promises and agreements in this Agreement, by or on behalf
of Borrower, shall inure to the benefit of the legal representatives, successors
and assigns of Lender.

          Section 10.2 Lender's Discretion. Whenever pursuant to this Agreement,
Lender  exercises  any  right  given  to it to  approve  or  disapprove,  or any
arrangement or term is to be satisfactory  to Lender,  the decision of Lender to
approve  or  disapprove  or  to  decide  whether   arrangements   or  terms  are
satisfactory  or not  satisfactory  shall  (except as is otherwise  specifically
herein  provided)  be in the sole  discretion  of Lender  and shall be final and
conclusive.

          Section 10.3 Governing Law.

          (A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WERE NEGOTIATED IN THE
STATE OF NEW YORK,  THE LOAN WAS MADE BY LENDER AND  ACCEPTED BY BORROWER IN THE
STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED  PURSUANT  HERETO WERE
DISBURSED  FROM THE  STATE OF NEW YORK,  WHICH  STATE  THE  PARTIES  AGREE HAS A
SUBSTANTIAL  RELATIONSHIP  TO THE  PARTIES  AND TO  THE  UNDERLYING  TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
OF THE  FOREGOING,  MATTERS OF  CONSTRUCTION,  VALIDITY  AND  PERFORMANCE,  THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING HEREUNDER AND
THEREUNDER  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF
THE STATE OF NEW YORK  APPLICABLE TO CONTRACTS  MADE AND PERFORMED IN SUCH STATE
(WITHOUT  REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY  APPLICABLE  LAW OF
THE UNITED STATES OF AMERICA,  IT BEING  UNDERSTOOD  THAT, TO THE FULLEST EXTENT
PERMITTED  BY THE LAW OF SUCH  STATE,  THE LAW OF THE  STATE OF NEW  YORK  SHALL
GOVERN THE CONSTRUCTION,  VALIDITY AND  ENFORCEABILITY OF ALL LOAN DOCUMENTS AND
ALL OF THE  OBLIGATIONS  ARISING  HEREUNDER OR  THEREUNDER,  EXCEPT THAT, AT ALL
TIMES, THE PROVISIONS FOR THE CREATION,  ATTACHMENT,  PRIORITY,  PERFECTION, AND
ENFORCEMENT  OF THE LIENS AND SECURITY  INTERESTS  CREATED  PURSUANT  HERETO AND
PURSUANT  TO THE  OTHER  LOAN  DOCUMENTS  SHALL  BE  GOVERNED  BY AND  CONSTRUED
ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE INDIVIDUAL PROPERTY IS
LOCATED. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND  IRREVOCABLY  WAIVES  ANY  CLAIM  TO  ASSERT  THAT  THE  LAW  OF  ANY  OTHER
JURISDICTION  GOVERNS  THIS  AGREEMENT,  THE NOTE OR THE  OTHER  LOAN  DOCUMENTS
(EXCEPT TO THE EXTENT EXPRESSLY  PROVIDED  OTHERWISE IN THE PREVIOUS  SENTENCE),
AND THIS  AGREEMENT,  THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY
AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO
SECTION  5-1401 OF THE NEW YORK  GENERAL  OBLIGATIONS  LAW (EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED OTHERWISE IN THE PREVIOUS SENTENCE).

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

                  CT Corporation Systems
                  1633 Broadway
                  New York, New York 10019

AS ITS AUTHORIZED  AGENT TO ACCEPT AND  ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS  WHICH MAY BE SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING IN
ANY FEDERAL OR STATE  COURT IN NEW YORK,  NEW YORK,  AND AGREES THAT  SERVICE OF
PROCESS  UPON SAID AGENT AT SAID  ADDRESS  AND  WRITTEN  NOTICE OF SAID  SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED 1N
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS  UPON  BORROWER  IN ANY SUCH SUIT,
ACTION OR  PROCEEDING  IN THE STATE OF NEW YORK.  BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER,  (II)
MAY AT ANY TIME AND FROM TIME TO TIME  DESIGNATE A SUBSTITUTE  AUTHORIZED  AGENT
WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED  AS THE PERSON AND ADDRESS FOR SERVICE OF  PROCESS),  AND (III) SHALL
PROMPTLY  DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED  AGENT CEASES TO HAVE AN
OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

          Section  10.4  Modification,   Waiver  in  Writing.  No  modification,
amendment, extension, discharge,  termination or waiver of any provision of this
Agreement,  or of the Note,  or of any other Loan  Document,  nor consent to any
departure by Borrower therefrom, shall in any event be effective unless the same
shall be in a writing  signed by the party against whom  enforcement  is sought,
and then  such  waiver  or  consent  shall  be  effective  only in the  specific
instance,  and for the purpose,  for which given.  Except as otherwise expressly
provided herein, no notice to, or demand on Borrower,  shall entitle Borrower to
any  other  or  future   notice  or  demand  in  the  same,   similar  or  other
circumstances.

          Section 10.5 Delay Not a Waiver.  Neither any failure nor any delay on
the part of Lender in insisting upon strict performance of any term,  condition,
covenant or  agreement,  or  exercising  any right,  power,  remedy or privilege
hereunder,  or under  the Note or under any other  Loan  Document,  or any other
instrument given as security  therefor,  shall operate as or constitute a waiver
thereof,  nor shall a single or  partial  exercise  thereof  preclude  any other
future exercise, or the exercise of any other right, power, remedy or privilege.
In particular,  and not by way of limitation, by accepting payment after the due
date of any  amount  payable  under this  Agreement,  the Note or any other Loan
Document,  Lender shall not be deemed to have waived any right either to require
prompt payment when due of all other amounts due under this Agreement,  the Note
or the other  Loan  Documents,  or to  declare a default  for  failure to effect
prompt payment of any such other amount.

          Section 10.6 Notices.  All notices,  consents,  approvals and requests
required or permitted  hereunder or under any other Loan Document shall be given
in writing and shall be effective  for all purposes if (a) hand  delivered;  (b)
sent by (1) certified or registered United States mail, postage prepaid,  return
receipt requested or (ii) expedited prepaid delivery service,  either commercial
or United States Postal Service,  with proof of attempted delivery,  or (c) sent
by telecopier  (with advice by telephone to recipient that a telecopy  notice is
forthcoming and a  machine-generated  confirmation of successful  transmission),
addressed as follows (or at such other address and Person as shall be designated
from time to time by any party hereto,  as the case may be, in a written  notice
to the other parties hereto in the manner provided for in this Section):

         If to Lender:            Secore Financial Corporation
                                  1620 L Street, NW, Suite 950
                                  Washington, DC 20036
                                  Attention: Tamera Massey
                                  Facsimile No.: (202) 785-7667
                                  Telephone No.: (202) 785-5420

         with a copy to:          Goldman, Sachs Mortgage Company
                                  85 Broad Street
                                  New York, New York 10004
                                  Attention:  Jeffrey Fastov
                                  Facsimile No. (212) 346-3594
                                  Telephone No. (212) 902-1000

         and:                     Cleary, Gottlieb, Steen & Hamilton
                                  1 Liberty Plaza
                                  New York, New York 10006
                                  Attention:  Michael Weinberger, Esq.
                                  Facsimile No. (212) 225-3999
                                  Telephone No. (212) 225-2092

         If to Borrower:          Flik, Inc.
                                  30 Pershing Road
                                  Suite 201
                                  Kansas City, Missouri 64108
                                  Attention:  Fred L. Kennon
                                  Facsimile No. (816) 472-5794
                                  Telephone No. (816) 472-1700

         With a copy to:          Entertainment Properties Trust
                                  30 Pershing Road
                                  Suite 201
                                  Kansas City, Missouri 64108
                                  Attention:  Gregory K. Silvers, Esq.
                                   Facsimile No. (816) 472-5794
                                  Telephone No. (816) 472-1700

         If to Indemnitor:        EPT DownREIT, Inc.
                                  30 Pershing Road
                                  Suite 201
                                  Kansas City, Missouri 64108
                                  Attention:  Fred L. Kennon
                                  Facsimile No. (816) 472-5794
                                  Telephone No. (816) 472-1700

         With a copy to:          Entertainment Properties Trust
                                  30 Pershing Road
                                  Suite 201
                                  Kansas City, Missouri 64108
                                  Attention:  Gregory K. Silvers, Esq.
                                   Facsimile No. (816) 472-5794
                                   Telephone No. (816) 472-1700

A notice shall be deemed to have been given:  in the case of hand  delivery,  at
the  time of  delivery;  in the  case of  registered  or  certified  mail,  when
delivered  or the first  attempted  delivery  on a Business  Day; in the case of
expedited prepaid delivery, upon the first attempted delivery on a Business Day;
or in the  case  of  telecopy,  upon  sender's  receipt  of a  machine-generated
confirmation of successful  transmission  after advice by telephone to recipient
that a telecopy notice is forthcoming.

          Section 10.7 Trial by Jury.

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

          Section 10.8 Headings.  The Article  and/or  Section  headings and the
Table of Contents in this  Agreement  are  included  herein for  convenience  of
reference  only and shall not  constitute a part of this Agreement for any other
purpose.

          Section 10.9 Severability.  Wherever possible,  each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

          Section  10.10  Preferences.  Lender  shall  have the  continuing  and
exclusive right to apply or reverse and reapply any and all payments by Borrower
to any portion of the obligations of Borrower hereunder.  To the extent Borrower
makes a payment or  payments  to Lender,  which  payment or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside or  required  to be repaid to a trustee,  receiver  or any other party
under any bankruptcy law, state or federal law,  common law or equitable  cause,
then,  to the  extent of such  payment or  proceeds  received,  the  obligations
hereunder or part thereof intended to be satisfied shall be revived and continue
in full force and effect,  as if such payment or proceeds had not been  received
by Lender.

          Section 10.11 Waiver of Notice.  Borrower shall not be entitled to any
notices of any nature  whatsoever from Lender except with respect to matters for
which this  Agreement or the other Loan  Documents  specifically  and  expressly
provide for the giving of notice by Lender to Borrower  and except with  respect
to matters for which Borrower is not, pursuant to applicable Legal Requirements,
permitted to waive the giving of notice.  Borrower hereby  expressly  waives the
right to receive any notice  from  Lender  with  respect to any matter for which
this  Agreement or the other Loan  Documents do not  specifically  and expressly
provide for the giving of notice by Lender to Borrower.

          Section  10.12  Remedies  of  Borrower.  In the event  that a claim or
adjudication  is made that  Lender or its  agents  have  acted  unreasonably  or
unreasonably  delayed acting in any case where by law or under this Agreement or
the other  Loan  Documents,  Lender or such  agent,  as the case may be,  has an
obligation to act  reasonably or promptly,  Borrower  agrees that neither Lender
nor its agents shall be liable for any monetary  damages,  and  Borrower's  sole
remedies shall be limited to commencing an action seeking  injunctive  relief or
declaratory judgment.  The parties hereto agree that any action or proceeding to
determine  whether Lender has acted  reasonably shall be determined by an action
seeking declaratory judgment.

          Section 10.13 Expenses;  Indemnity.  (a) Borrower covenants and agrees
to pay or, if  Borrower  fails to pay,  to  reimburse,  Lender  upon  receipt of
written  notice from Lender for all  reasonable  costs and  expenses  (including
reasonable  attorneys' fees and disbursements)  incurred by Lender in connection
with (i) the preparation,  negotiation, execution and delivery of this Agreement
and  the  other  Loan  Documents  and  the   consummation  of  the  transactions
contemplated  hereby and thereby and all the costs of furnishing all opinions by
counsel for Borrower  (including  without  limitation any opinions  requested by
Lender as to any legal matters  arising  under this  Agreement or the other Loan
Documents with respect to the Properties);  (ii) Borrower's ongoing  performance
of and compliance with Borrower's  respective agreements and covenants contained
in this  Agreement  and the other Loan  Documents on its part to be performed or
complied with after the Closing Date, including, without limitation,  confirming
compliance with environmental and insurance requirements; (iii) Lender's ongoing
performance and compliance with all agreements and conditions  contained in this
Agreement  and the other Loan  Documents on its part to be performed or complied
with after the  Closing  Date;  (iv) the  negotiation,  preparation,  execution,
delivery  and  administration  of any  consents,  amendments,  waivers  or other
modifications  to this  Agreement  and the other  Loan  Documents  and any other
documents or matters  requested by Lender;  (v) securing  Borrower's  compliance
with any requests made pursuant to the  provisions of this  Agreement;  (vi) the
filing and recording fees and expenses,  title insurance and reasonable fees and
expenses of counsel for  providing to Lender all required  legal  opinions,  and
other similar expenses incurred in creating and perfecting the Liens in favor of
Lender pursuant to this Agreement and the other Loan Documents;  (vii) enforcing
or preserving any rights,  in response to third party claims or the  prosecuting
or  defending  of any action or  proceeding  or other  litigation,  in each case
against, under or affecting Borrower, this Agreement,  the other Loan Documents,
the Properties,  or any other security given for the Loan; and (viii)  enforcing
any  obligations  of or  collecting  any payments due from  Borrower  under this
Agreement,  the other Loan  Documents  or with respect to the  Properties  or in
connection  with any  refinancing or  restructuring  of the credit  arrangements
provided under this Agreement in the nature of a "work-out" or of any insolvency
or bankruptcy proceedings;  provided, however, that Borrower shall not be liable
for the  payment of any such costs and  expenses to the extent the same arise by
reason of the gross  negligence,  illegal acts,  fraud or willful  misconduct of
Lender.  Any cost and  expenses  due and  payable to Lender may be paid from any
amounts in the Lockbox Account.

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

          (c) Borrower  covenants and agrees to pay for or, if Borrower fails to
pay, to  reimburse  Lender  for,  any fees and  expenses  incurred by any Rating
Agency in  connection  with any  Rating  Agency  review  of the  Loan,  the Loan
Documents or any  transaction  contemplated  thereby or any  consent,  approval,
waiver or  confirmation  obtained from such Rating Agency  pursuant to the terms
and conditions of this Agreement or any other Loan Document and the Lender shall
be  entitled  to  require  payment  of such  fees and  expenses  as a  condition
precedent  to  the   obtaining  of  any  such  consent,   approval,   waiver  or
confirmation.

          Section 10.14 Schedules Incorporated. The Schedules annexed hereto are
hereby  incorporated  herein as a part of this Agreement with the same effect as
if set forth in the body hereof.

          Section 10.15  Offsets;  Counterclaims  and Defenses.  Any assignee of
Lender's  interest  in and to  this  Agreement,  the  Note  and the  other  Loan
Documents  shall take the same free and clear of all offsets,  counterclaims  or
defenses which are unrelated to such documents which Borrower may otherwise have
against any assignor of such  documents,  and no such unrelated  counterclaim or
defense  shall be interposed or asserted by Borrower in any action or proceeding
brought by any such assignee upon such documents and any such right to interpose
or assert any such unrelated offset,  counterclaim or defense in any such action
or proceeding is hereby expressly waived by Borrower.

          Section  10.16  No  Joint  Venture  or  Partnership;  No  Third  Party
Beneficiaries.  Borrower  and  Lender  intend  that  the  relationships  created
hereunder  and under the other Loan  Documents  be solely that of  borrower  and
lender.  Nothing  herein or  therein  is  intended  to  create a joint  venture,
partnership,  tenancy-in-common,  or joint tenancy relationship between Borrower
and Lender nor to grant Lender any interest in the Properties other than that of
mortgagee, beneficiary or lender.

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

          Section 10.17 Publicity.  All news releases,  publicity or advertising
by Borrower or their Affiliates  through any media intended to reach the general
public which refers to the Loan Documents or the financing evidenced by the Loan
Documents,  the Lender and Goldman Group, or any of their respective  Affiliates
shall be subject to the prior  written  approval of Lender,  except as otherwise
required by applicable law.

          Section  10.18  Cross-Default;   Cross-Collateralization;   Waiver  of
Marshalling of Assets.  (a) Borrower  acknowledges that Lender has made the Loan
to Borrower upon the security of its  collective  interest in the Properties and
in reliance upon the aggregate of the Properties taken together being of greater
value as collateral  security  than the sum of each  Individual  Property  taken
separately.   Borrower   agrees   that   the   Mortgages   are   and   will   be
cross-collateralized and cross-defaulted with each other so that (i) an Event of
Default  under any of the Mortgages  shall  constitute an event of Default under
each of the other  Mortgages  which  secure  the Note;  (ii) an Event of Default
under the Note or this Agreement shall constitute an Event of Default under each
Mortgage;  (iii) each Mortgage  shall  constitute  security for the Note as if a
single  blanket  lien were placed on all of the  Properties  as security for the
Note;  and (iv)  such  cross-collateralization  shall in no event be  deemed  to
constitute a fraudulent conveyance.

          (b) To the fullest extent permitted by law,  Borrower,  for itself and
its successors and assigns,  waives all rights to a marshalling of the assets of
Borrower,  Borrower's partners or members and others with interests in Borrower,
and of the Properties,  or to a sale in inverse order of alienation in the event
of  foreclosure  of all or any of the  Mortgages,  and  agrees not to assert any
right  under any laws  pertaining  to the  marshalling  of  assets,  the sale in
inverse order of alienation,  homestead exemption, the administration of estates
of decedents,  or any other matters  whatsoever to defeat,  reduce or affect the
right of Lender  under the Loan  Documents to a sale of the  Properties  for the
collection of the Debt without any prior or different  resort for  collection or
of the right of Lender to the payment of the Debt out of the net proceeds of the
Properties  in  preference  to every other  claimant  whatsoever.  In  addition,
Borrower,  for itself and its  successors  and  assigns,  waives in the event of
foreclosure  of  any or all of the  Mortgages,  any  equitable  right  otherwise
available to Borrower which would require the separate sale of the Properties or
require Lender to exhaust its remedies  against any  Individual  Property or any
combination of the Properties  before  proceeding  against any other  Individual
Property  or  combination  of  Properties;  and  further  in the  event  of such
foreclosure,  Borrower does hereby expressly consents to and authorizes,  at the
option of Lender,  the foreclosure and sale either separately or together of any
combination of the Properties.

          Section 10.19 Waiver of Counterclaim. Borrower hereby waives the right
to assert a counterclaim, other than a compulsory counterclaim, in any action or
proceeding brought against it by Lender or its agents.

          Section 10.20 Conflict;  Construction of Documents;  Reliance.  In the
event of any conflict  between the  provisions of this Loan Agreement and any of
the other Loan  Documents,  the provisions of this Loan Agreement shall control.
The parties hereto  acknowledge that they were represented by competent  counsel
in connection with the negotiation, drafting and execution of the Loan Documents
and that such Loan Documents shall not be subject to the principle of construing
their meaning against the party which drafted same. Borrower  acknowledges that,
with  respect to the Loan,  Borrower  shall rely solely on its own  judgment and
advisors  in  entering  into the  Loan  without  relying  in any  manner  on any
statements,   representations  or  recommendations  of  Lender  or  any  parent,
subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation
whatsoever  in the exercise of any rights or remedies  available to it under any
of the Loan Documents or any other  agreements or  instruments  which govern the
Loan by virtue of the ownership by it or any parent,  subsidiary or Affiliate of
Lender of any equity interest any of them may acquire in Borrower,  and Borrower
hereby  irrevocably  waives the right to raise any defense or take any action on
the basis of the foregoing with respect to Lender's  exercise of any such rights
or remedies.  Borrower  acknowledges that Lender engages in the business of real
estate  financings and other real estate  transactions and investments which may
be viewed as adverse to or  competitive  with the  business  of  Borrower or its
Affiliates.

          Section  10.21  Brokers  and  Financial   Advisors.   Borrower  hereby
represents that it has dealt with no financial advisors, brokers,  underwriters,
placement  agents,  agents  or  finders  in  connection  with  the  transactions
contemplated by this Agreement.  Borrower hereby agrees to indemnify, defend and
hold Lender harmless from and against any and all claims, liabilities, costs and
expenses of any kind  (including  Lender's  attorneys' fees and expenses) in any
way  relating to or arising from a claim by any Person that such Person acted on
behalf of Borrower or Lender in connection  with the  transactions  contemplated
herein.  The  provisions of this Section 10.21 shall survive the  expiration and
termination of this Agreement and the payment of the Debt.

          Section  10.22 Prior  Agreements.  This  Agreement  and the other Loan
Documents  contain the entire  agreement  of the  parties  hereto and thereto in
respect  of the  transactions  contemplated  hereby and  thereby,  and all prior
agreements  among or between such parties,  whether oral or written,  including,
without  limitation,  any term sheet or commitment  letter between  Borrower and
Lender  are  superseded  by the  terms  of this  Agreement  and the  other  Loan
Documents.

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

                                 FLIK, INC., a Delaware corporation


                                 By:_________________________________
                                     Name:
                                     Title:


                                 EPT DOWNREIT, INC., a Missouri corporation


                                 By:_________________________________
                                     Name:
                                     Title:




<page>


                                 SECORE FINANCIAL CORPORATION, a Pennsylvania
                                    corporation


                                 By:_________________________________
                                     Name:
                                     Title:



<page>

<table>
<caption>

                                   SCHEDULE I
                                   ----------

                                   PROPERTIES

Individual Property Name                   Master Tenant             Location           Interest of Borrower
------------------------                   -------------             --------           --------------------


                                   <c>                           <c>                      <c>
AMC Clearview Palace 12               American Multi-Cinema, Inc.   Metairie, LA             Leasehold
AMC Elmwood Palace 20                 American Multi-Cinema, Inc.   Harahan, LA              Fee
AMC Forum 30 at Gateways              American Multi-Cinema, Inc.   Sterling Heights, MI     Fee
AMC Hammond Palace 10                 American Multi-Cinema, Inc.   Hammond, LA              Fee
AMC Hoffman Town Centre 22            American Multi-Cinema, Inc.   Alexandria, VA           Leasehold
AMC Houma Palace 10                   American Multi-Cinema, Inc.   Houma, LA                Fee
AMC Livonia 20                        American Multi-Cinema, Inc.   Livonia, MI              Fee
AMC Oak View Plaza 24                 Megaplex Nine, Inc.           Omaha, NE                Fee
AMC Olathe Station 30                 American Multi-Cinema, Inc.   Olathe, KS               Fee
AMC Palm Promenade 24                 American Multi-Cinema, Inc.   San Diego, CA            Fee
AMC Westbank Palace 16                American Multi-Cinema, Inc.   Harvey, LA               Fee
Consolidated Cary Crossroads 20       Cary Cinema, L.L.C.           Cary, NC                 Fee
Consolidated Cherrydale 16            Cherrydale Cinema, L.L.C.     Greenville, SC           Fee
Loews Woodridge 18                    North Star Cinema, Inc.       Woodridge, IL            Fee
Muvico Tampa Starlight 20             Muvico Entertainment, L.L.C.  Tampa, Florida           Fee

</table>

<page>


                                  SCHEDULE II
                                  -----------

                                ADDITIONAL LEASES

1. Retail Lease  Agreement,  dated  October 22,  2001,  relating to the Gingival
Property  located  in  Greenville,  South  Carolina,  by and  between  AIG Baker
Cherrydale,  L.L.C.,  a  Delaware  limited  liability  company  and  New  Market
Ventures, L.L.C., a South Carolina limited liability company, d/b/a Ca'Bellz Ice
Cream, as assigned pursuant to that certain Assignment and Assumption  Agreement
dated June 25, 2002 by AIG Baker Cherrydale,  L.L.C. to 30 West Pershing, LLC, a
Missouri limited liability company, a predecessor-in-interest to Borrower.


2. Retail Lease  Agreement,  dated October 21, 2002,  relating to the Individual
Property located in Greenville, South Carolina, by and between 30 West Pershing,
LLC,  a  Missouri  limited  liability  company,  a  predecessor-in-interest   to
Borrower, and H&R Block Eastern Tax Services, Inc., a Missouri corporation.

3.  Retail  Lease  Agreement,  dated June 5, 2001,  relating  to the  Individual
Property  located  in  Greenville,  South  Carolina,  by and  between  AIG Baker
Cherrydale,  L.L.C., a Delaware limited  liability company and John H. Thomas, a
resident of South Carolina,  trade name, Just Dogs, as assigned pursuant to that
certain  Assignment  and Assumption  Agreement  dated June 25, 2002 by AIG Baker
Cherrydale,  L.L.C.  to 30 West  Pershing,  LLC,  a Missouri  limited  liability
company, a predecessor-in-interest to Borrower.

4. Retail  Lease  Agreement,  dated June 20,  2002,  relating to the  Individual
Property  located  in  Greenville,  South  Carolina,  by and  between  AIG Baker
Cherrydale,  L.L.C., a Delaware limited  liability company and Lura S. Boggs and
Carroll B. Boggs, residents of South Carolina,  trade name Pak Mail, as assigned
pursuant to that certain Assignment and Assumption Agreement dated June 25, 2002
by AIG Baker  Cherrydale,  L.L.C. to 30 West Pershing,  LLC, a Missouri  limited
liability company, a predecessor-in-interest to Borrower.

<page>
<table>
<caption>

                                  SCHEDULE III

                        MONTHLY PRINCIPAL PAYMENT AMOUNT

------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
                            Monthly                               Monthly                              Monthly
   Interest                 Principal  Interest                  Principal    Interest                Principal
   Accrual      Payment     Payment     Accrual     Payment       Payment     Accrual     Payment      Payment
   Period       Date in      Amount     Period      Date in       Amount      Period      Date in       Amount
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------


          <c>          <c>          <c>       <c>            <c>          <c>       <c>          <c>
     1       March 2003   356,956.43      25     March 2005     398,362.51     50       April 2007    446,609.21
------------ ------------ -----------  --------- ------------- ------------  --------- -----------  ------------

     2       April 2003   358,592.48      26     April 2005     400,188.34     51        May 2007     448,656.17
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------

     3       May 2003     360,236.03      27     May 2005       402,022.53     52        June 2007    450,712.51
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------

     4       June 2003    361,887.11      28     June 2005      403,865.14     53        July 2007    452,778.28
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------

     5       July 2003    363,545.76      29     July 2005      405,716.18     54       August 2007   454,853.51
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
                                                                                         September
     6       August 2003  365,212.01      30      August 2005   407,575.72     55          2007       456,938.25
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              September                           September                               October
     7          2003      366,885.90      31        2005        409,443.77     56          2007       459,032.55
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
               October                                                                   November
     8          2003      368,567.46      32     October 2005   411,320.39     57          2007       461,136.45
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              November                             November                              December
     9          2003      370,256.73      33         2005       413,205.61     58          2007       463,250.00
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              December                             December                              January
    10          2003      371,953.74      34         2005       415,099.47     59         2008        465,373.22
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
               January                                                                   February
    11          2004      373,658.53      35     January 2006   417,002.01     60         2008        467,506.19
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              February
    12          2004      375,371.13      36     February 2006  418,913.27     61       March 2008    469,648.92
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------

    13       March 2004   377,091.58      37     March 2006     420,833.28     62       April 2008    471,801.48
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------

    14       April 2004   378,819.92      38     April 2006     422,762.10     63        May 2008     473,963.90
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------

    15        May 2004    380,556.17      39     May 2006       424,699.76     64        June 2008    476,136.24
------------ ------------ -----------  --------- ------------  ------------  ---------  -----------  ------------

    16        June 2004   382,300.39      40     June 2006      426,646.30     65        July 2008    478,318.53
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
                                                                                          August
    17        July 2004   384,052.60      41     July 2006      428,601.77     66          2008       480,510.82
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
                                                                                         September
    18       August 2004  385,812.84      42     August 2006    430,566.19     67          2008       482,713.16
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              September                           September                               October
    19          2004      387,581.15      43        2006        432,539.62     68          2008       484,925.60
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
               October                                                                    November
    20          2004      389,357.56      44     October 2006   434,522.09     69          2008       487,148.17
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              November                             November                              December
    21          2004      391,142.12      45         2006       436,513.65     70          2008       489,380.94
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              December                             December                              January
    22          2004      392,934.85      46         2006       438,514.34     71          2009       491,623.93
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
               January                                                                   February
    23          2005      394,735.80      47     January 2007   440,524.20     72          2009       493,877.21
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
              February                             February
    24          2005      396,545.01      48         2007       442,543.27     73       March 2009    496,140.81
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
                                          49      March 2007    444,571.59     74       April 2009    498,414.79
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
</table>

<page>
<table>
<caption>
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  ------------
 Interest                              Interest                              Interest
 Accrual        Payment                Accrual     Payment                    Accrual     Payment
 Period         Date in    Principal    Period     Date in      Principal     Period      Date in     Principal
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------

          <c>          <c>          <c>       <c>           <c>           <c>        <c>          <c>
                                                   September                             January
    75          May 2009   500,699.19     91          2010      538,706.72     107         2012         579,599.35
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                                                         February
    76         June 2009  502,994.06      92     October 2010   541,175.79     108         2012         582,255.85
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                  November
    77         July 2009  505,299.45      93         2010       543,656.18     109       March 2012     584,924.52
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                  December
    78       August 2009  507,615.41      94         2010       546,147.93     110       April 2012     587,605.42
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
               September
    79           2009     509,941.98      95     January 2011   548,651.11     111       May 2012       590,298.61
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
    80       October 2009 512,279.21      96     February 2011  551,165.76     112       June 2012      593,004.15
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                November
    81           2009     514,627.16      97      March 2011    553,691.94     113       July 2012      595,722.08
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
               December                                                                   August
    82           2009     516,985.87      98      April 2011    556,229.70     114         2012         598,452.48
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                                                         September
    83       January 2010 519,355.39      99       May 2011     558,779.08     115         2012         601,195.38
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
               February                                                                  October
    84           2010     521,735.77     100      June 2011     561,340.15     116         2012         603,950.86
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                                                         November
    85        March 2010  524,127.05     101      July 2011     563,912.96     117         2012         606,718.97
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                                                         December
    86        April 2010  526,529.30     102     August 2011    566,497.56     118         2012         609,499.77
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                  September                              January
    87         May 2010   528,942.56     103         2011       569,094.01     119        2013          612,293.31
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  -------------
                                                                                         February
    88        June 2010   531,366.88     104     October 2011   571,702.36     120        2013       99,177,842.63
------------ ------------ -----------  --------- ------------- ------------  ---------  -----------  --------------
    89        July 2010                  105       November
                          533,802.31                 2011       574,322.66
------------ ------------ -----------  --------- ------------- ------------
    90       August 2010  536,248.91     106       December
                                                     2011       576,954.97
------------ ------------ -----------  --------- ------------- ------------
</table>

<page>


                                   SCHEDULE IV

                               CERTAIN ALTERATIONS

1. The  Borrower  shall be  permitted  to expand the  theater on the  Individual
Property located in Hammond,  Louisiana by up to four (4) auditoriums beyond the
number of  auditoriums  contained  in such  theater as of the Closing Date (such
additional  auditoriums to become a part of the  collateral  securing the Loan);
provided that such auditoriums are generally of the quality and character of the
auditoriums  located at such  Individual  Property as of the Closing Date;  and,
provided further that the total cost of constructing  each such auditorium shall
not exceed an all-in amount of Nine Hundred Thousand Dollars ($900,000).

2. The  Borrower  shall be  permitted  to expand the  theater on the  Individual
Property  located in Houma,  Louisiana by up to four (4) auditoriums  beyond the
number of  auditoriums  contained  in such  theater as of the Closing Date (such
additional  auditoriums to become a part of the  collateral  securing the Loan);
provided that such auditoriums are generally of the quality and character of the
auditoriums  located at such  Individual  Property as of the Closing Date;  and,
provided further that the total cost of constructing  each such auditorium shall
not exceed an all-in amount of Nine Hundred Thousand Dollars ($900,000).


<page>
<table>
<caption>

                                    SCHEDULE V

                                ALLOCATED AMOUNTS

                                                                                Allocated
 Individual Property           Allocated Loan         Allocated Closing        Replacement
         Name                      Amount                 Date NOI            Reserve Amount     Appraised Value
--------------------           --------------         -----------------       --------------     ---------------


                               <c>                   <c>                      <c>              <c>
AMC Clearview Palace 12           $7,512,077            $1,217,520               $1,167           $12,000,000

AMC Elmwood Palace 20             14,398,148             2,215,440                1,507            23,000,000

AMC Forum 30 at Gateways          17,528,180             3,045,258                1,795            28,000,000

AMC Hammond Palace 10              5,477,556               997,200                  660             8,750,000

AMC Hoffman Town Centre 22        14,398,148             2,420,000                1,500            23,000,000

AMC Houma Palace 10                5,634,058               997,200                  741             9,000,000

AMC Livonia 20                    14,335,548             2,420,000                1,252            22,900,000

AMC Oak View Plaza 24              3,881,240               575,000                1,790             6,200,000

AMC Olathe Station 30             12,520,129             2,255,648                1,833            20,000,000

AMC Palm Promenade 24             14,961,554             2,714,375                1,477            23,900,000

AMC Westbank Palace 16            10,016,103             1,772,640                1,193            16,000,000

Consolidated Cary Crossroads 20    9,515,298             1,596,021                1,291            15,200,000

Consolidated Cherrydale 16         5,164,553               898,110                  881             8,250,000

Loews Woodridge 18                 8,889,291             1,550,000                1,367            14,200,000

Muvico Tampa Starlight 20         11,268,116             1,918,175                1,400            18,000,000
                                  ==========             =========                =====            ==========
     Total                      $155,500,000           $26,592,587              $19,853           248,400,000

</table>

<page>



                                   SCHEDULE VI

                                   LITIGATION

1. A $435,455  mechanic's  lien has been filed against the  Individual  Property
located in Woodridge, Illinois in connection with certain work performed at such
Individual  Property  prior to the  ownership  of such  Individual  Property  by
Borrower  (or any of its  Affiliates).  An action to  foreclose  this lien (Huen
Electric, Inc. v Megaplex Four, Inc., EPT DownREIT, Inc. et al) has been brought
in the  Circuit  Court  of Du Page  County,  Illinois.  Each  of the  fee  title
insurance  policy of Borrower  and the  mortgagee's  title  insurance  policy of
Lender have  omitted the  above-referenced  mechanic's  lien as an  exception to
coverage under such policy.

2. A personal  injury action (Ward v  Schwendender  Construction,  Loews Chicago
Cinemas,  Inc., EPT DownREIT,  Inc. et al) has been brought in the Circuit Court
of Cook County, Illinois relating to an accident that occurred at the Individual
Property  located  in  Woodridge,  Illinois  in  September  1998,  prior  to the
ownership  of  such  Individual   Property  by  the  Borrower  (or  any  of  its
Affiliates).  Borrower has informed Lender that the plaintiff in such action has
claimed unspecified damages in excess of $50,000. Borrower has moved to have the
above-referenced action dismissed.  However,  Borrower has informed Lender that,
if such dismissal is not granted,  the former owner of such Individual  Property
has agreed to indemnify Borrower against any loss that Borrower may sustain as a
result of such action (and that,  to the extent  such  indemnity  does not fully
compensate Borrower for all or any portion of such loss, such loss will be fully
covered by insurance).