<PAGE>

                                                                    Exhibit 10.3

                       SECOND AMENDMENT TO LOAN AGREEMENT


         THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of
February 8, 2001, is entered into by and among:

               (1) CATELLUS FINANCE 1, L.L.C., a Delaware limited liability
         company ("Borrower"); and

               (2) LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle National
         Bank, as trustee for the registered Holders of Prudential Mortgage
         Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates,
         Series 1998-1 ("Lender").

                                    RECITALS

         A.    Reference is made to that certain loan agreement dated as of
October 26, 1998 between Borrower and Prudential Mortgage Capital Company, Inc.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Lender, as
amended by that certain First Amendment to Loan Agreement dated as of January
11, 2001 (as the same may hereinafter be consolidated, extended, modified,
amended and/or restated or renewed from time to time, the "Loan Agreement").
Pursuant to the terms of the Loan Agreement, Prudential agreed to extend a loan
(the "Loan"), evidenced by that certain promissory note dated October 26, 1998,
in the original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND
00/100 DOLLARS ($373,000,000.00).

         B.    Prudential assigned all of its right, title and interest under
the Loan to Prudential Mortgage Capital Company I, LLC, which in turn assigned
all of its right, title and interest under the Loan to Lender in accordance with
the terms and provisions of that certain Trust and Servicing Agreement dated as
of November 11, 1998, by and among Prudential Mortgage Capital Company I, LLC,
as Depositor, The Prudential Insurance Company of America, as Servicer (the
"Servicer"), ABN AMRO Bank N.V., as Fiscal Agent, and LaSalle National Bank, as
Trustee (the "Trust and Servicing Agreement").

         C.    In connection with the closing of the Loan, Borrower pledged to
Prudential as collateral for the Loan, among other things, certain Properties
identified in Exhibit A of the Loan Agreement as follows: (1) CA0710625, 505
West 2nd Street, San Bernardino, California; (2) CA0370051, 240 South Arroyo
Parkway, Pasadena, California; (3) CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and (4) CA0010251, 1300-1310 University Avenue, Berkeley,
California (the foregoing four properties are more specifically described in
Exhibit A attached hereto and are collectively referred to herein as the
"Proposed Replaced Properties"); and (b) certain "Expansion Land" comprising a
portion of the Property identified as CA0010612, Automall Parkway, Fremont,
California in Exhibit A to the Loan Agreement (the "Automall Property"); (such
Expansion Land, consisting of approximately 3.87 acres of land, is hereinafter
referred to as the "Office Depot Expansion Land").

         D.    By exercise of an option contained in the lease affecting the
Office Depot Expansion Land, the tenant under such lease has caused Borrower to
construct on the Office

<PAGE>

Depot Expansion Land certain "Expansion Improvements" (the Office Depot
Expansion Land and such Expansion Improvements are collectively referred to
herein as the "Office Depot Expansion Premises").

         E.    In accordance with Section 2.15 of the Loan Agreement, Borrower
has requested to have the Office Depot Expansion Premises considered as a
Substitute Property and to have the Proposed Replaced Properties released from
the Property Pool as if such Properties were Replaced Properties, and to amend
the Loan Agreement, the applicable mortgage(s) and the other Loan Documents
accordingly.

         F.    Lender has agreed to such request and is willing to amend the
Loan Agreement, the applicable mortgage and the other Loan Documents upon the
terms and subject to the conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower and Lender hereby agree as follows:

         1.    Definitions, Interpretation. All capitalized terms defined above
and elsewhere in this Amendment shall be used herein as so defined. Unless
otherwise defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Loan Agreement, as amended by
this Amendment.

         2.    Amendments to Loan Agreement. Subject to the satisfaction of the
conditions set forth in Section 5 below and the applicable conditions set forth
in Sections 2.12 and 2.15 of the Loan Agreement, the Office Depot Expansion
Premises shall constitute a Substitute Property and the Proposed Replaced
Properties are released from the Property Pool as Replaced Properties. In
furtherance thereof: (a) Exhibit A of the Loan Agreement is hereby amended by
deleting therefrom the Proposed Replaced Properties, and (b) Schedule 1 of the
Loan Agreement is hereby amended by deleting therefrom the Proposed Replaced
Properties (including all information relating thereto) and replacing the row of
information corresponding to the Automall Property with a new row of information
as follows:

               PN#                 18 CA 0010612
               Property            Automall Parkway
                                   Fremont
                                   CA
               Property Type       Industrial
               SF                  449,501
               Fair Market Value   29,855,000
               NOI                 2,553,201
               Allocated Loan      21,750,000

                                        2

<PAGE>

Notwithstanding the foregoing, the release of the Proposed Replaced Properties
shall not constitute a release of Borrower's indemnification obligations under
the Loan Agreement or under the other Loan Documents as to any matters or claims
which occurred or relate to any matters or claims which occurred on or before
the Effective Date (as defined below) with respect to the Proposed Replaced
Properties and such obligations shall survive the release of the Proposed
Replaced Properties from the Property Pool.

         3.    Representations and Warranties of Borrower. Borrower hereby
represents and warrants to Lender that the following are true and correct on the
date of this Amendment and that, after giving effect to the amendment set forth
in Paragraph 2 above, the following will be true and correct on the Effective
Date (as defined below):

               (a)  The representations and warranties of Borrower set forth
         in the Loan Agreement, including, without limitation, Article V thereof
         and in the other Loan Documents are true and correct in all material
         respects as if made on such date (except for representations and
         warranties expressly made as of a specified date, which shall be true
         as of such date);

               (b)  The Borrower has not previously undertaken a Substitution
         on six (6) occasions;

               (c)  No Default or Event of Default has occurred and is
         continuing; and

               (d)  There are no existing rights, conditions or options to
         expand onto, to lease, or to purchase, all or any portion of the
         Proposed Replaced Properties held by any tenant of the Properties which
         shall remain in the Property Pool following the consummation of the
         Substitution contemplated herein (collectively, the "Continuing
         Property"). All options, rights of first refusal or any other right to
         lease or purchase all or any portion of the Proposed Replaced
         Properties, if any, held by any past or present tenant or any other
         person with an interest in the Proposed Replaced Properties have either
         been terminated, waived or expired, such that the Proposed Replaced
         Properties can be released from the Property Pool without any resulting
         adverse consequences to Lender.

(Without limiting the scope of the term "Loan Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)

         4.    Effective Date. The amendments effected by Paragraph 2 above
shall become effective (the "Effective Date") upon satisfaction and receipt by
Lender of the following matters, each in form and substance satisfactory to
Lender:

               (a)  This Amendment duly executed by Borrower and Lender;

               (b)  A First Amendment to and Partial Release of Deed of Trust,
         Assignment of Leases and Rents, Security Agreement and Fixture Filing
         in the form of Exhibit B-1

                                        3

<PAGE>

         hereto and to be recorded in Alameda County, California (the "Amendment
         to Alameda Deed of Trust"), duly executed by Lender and Borrower and
         appropriately notarized;

               (c)  A First Amendment to and Partial Release of Assignment of
         Leases and Rents in the form of Exhibit B-2 hereto and to be recorded
         in Alameda County, California (the "Amendment to Alameda Assignment of
         Leases"), duly executed by Lender and Borrower and appropriately
         notarized;

               (d)  A Second Amendment to and Partial Release of Deed of
         Trust, Assignment of Leases and Rents, Security Agreement and Fixture
         Filing in the form of Exhibit C-1 attached hereto and to be recorded in
         San Bernardino County, California (the "Amendment to San Bernardino
         Deed of Trust"), duly executed by Lender and Borrower and appropriately
         notarized;

               (e)  A Second Amendment to and Partial Release of Assignment of
         Leases and Rents in the form of Exhibit C-2 attached hereto and to be
         recorded in San Bernardino County, California (the "Amendment to San
         Bernardino Assignment of Leases"), duly executed by Lender and Borrower
         and appropriately notarized;

               (f)  A First Amendment to and Partial Release of Deed of Trust,
         Assignment of Leases and Rents, Security Agreement and Fixture Filing
         in the form of Exhibit D-1 attached hereto and to be recorded in Los
         Angeles County, California (the "Amendment to Los Angeles Deed of
         Trust"), duly executed by Lender and Borrower and appropriately
         notarized;

               (g)  A First Amendment to and Partial Release of Assignment of
         Leases and Rents in the form of Exhibit D-2 attached hereto and to be
         recorded in Los Angeles County, California (the "Amendment to Los
         Angeles Assignment of Leases"), duly executed by Lender and Borrower
         and appropriately notarized;

               (h)  A First Amendment to and Partial Release of Deed of Trust,
         Assignment of Leases and Rents, Security Agreement and Fixture Filing
         in the form of Exhibit E-1 attached hereto and to be recorded in Orange
         County, California (the "Amendment to Orange Deed of Trust"), duly
         executed by Lender and Borrower and appropriately notarized;

               (i)  A First Amendment to and Partial Release of Assignment of
         Leases and Rents in the form of Exhibit E-2 attached hereto and to be
         recorded in Orange County, California (the "Amendment to Orange
         Assignment of Leases"), duly executed by Lender and Borrower and
         appropriately notarized;

               (j)  A title endorsement to Lender's title insurance policy
         insuring the lien of the Mortgage encumbering the Continuing Property
         which shall provide, inter alia, that the lien and priority of the
         applicable Mortgages shall be unaffected as a result of the release of
         the Proposed Replaced Properties from the Property Pool, and the
         recordation of the Amendments to Deeds of Trust in the Official Records
         of Alameda, San Bernardino, Los Angeles and Orange Counties,
         California;

                                        4

<PAGE>

               (k)  An opinion of counsel reasonably satisfactory to Lender,
         which opinion shall be in form and substance reasonably satisfactory to
         Lender, as to the due authority, execution and delivery of the
         amendment documents and the enforceability thereof;

               (l)  An opinion of counsel (obtained at the expense of Borrower)
         to the effect that this Amendment and the consummation of the
         Substitution contemplated herein will not cause either the Lower-Tier
         REMIC or the Upper Tier REMIC (as such terms are defined in the Trust
         and Servicing Agreement) to fail to qualify as REMIC for federal income
         tax purposes or cause such REMICs to be subject to any "prohibited
         transaction" tax as defined in Section 860F of the Code;

               (m)  Payment of all fees and expenses payable to Lender and
         Servicer, including, without limitation, the Substitution and all
         attorneys' fees and expenses;

               (n)  Confirmation that the Amendments to Deeds of Trust and the
         Amendments to Assignments of Leases have been recorded in the Official
         Records of Alameda, San Bernardino, Los Angeles, and Orange Counties,
         California;

               (o)  Confirmation from the Rating Agencies that the consummation
         of the Substitution contemplated herein will not result in a downgrade,
         qualification or withdrawal of the ratings of the securities held by
         the Certificateholders; and

               (p)  Such other evidence as Lender may reasonably request to
         establish the accuracy and completeness in all material respects of the
         representations and warranties and the compliance with the terms and
         conditions contained in this Amendment and the other Loan Documents.

         5.    Effect of this Amendment. On and after the Effective Date, each
reference in the Loan Agreement and the other Loan Documents to the Loan
Agreement shall mean the Loan Agreement as amended hereby. Except as
specifically amended above, (a) the Loan Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and affirmed and
(b) the execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power, or
remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement
or any other Operative Document.

         6.    Miscellaneous.

               (a)  Counterparts. This Amendment may be executed in any number
         of identical counterparts, any set of which signed by all the parties
         hereto shall be deemed to constitute a complete, executed original for
         all purposes.

               (b)  Headings. Headings in this Amendment are for convenience
         of reference only and are not part of the substance hereof.

               (c)  Governing Law. This Amendment shall be governed by and
         construed in accordance with the laws of the State of New York without
         reference to conflicts of law rules as provided in Section 11.16 of the
         Loan Agreement.

                                        5

<PAGE>

                  [Remainder of page intentionally left blank.]

                                        6

<PAGE>

         IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to
be executed as of the day and year first above written.

BORROWER:                   CATELLUS FINANCE 1, L.L.C.,

                            By: /s/ Michael D. Fisk
                               -----------------------------------
                               Name: Michael D. Fisk
                                    ------------------------------
                               Title: Vice President
                                     -----------------------------


LENDER:                     LASALLE BANK NATIONAL ASSOCIATION,
                            f/k/a LaSalle National Bank,
                            as trustee for the registered Holders of Prudential
                            Mortgage Capital Company I, LLC, Commercial
                            Mortgage Pass-Through Certificates, Series 1998-1

                            By:   The Prudential Insurance Company of America,
                                  as Servicer

                                  By: /s/ J. Michael Welborn
                                     --------------------------------
                                  Name:  J. Michael Welborn
                                  Title: Vice President

                                        7

<PAGE>

                                    EXHIBIT A

               LEGAL DESCRIPTIONS OF PROPOSED REPLACED PROPERTIES

                                 See Attachment.

<PAGE>

                                   EXHIBIT B-1

                   FORM OF AMENDMENT TO ALAMEDA DEED OF TRUST

                                 See Attachment.

<PAGE>

                                   EXHIBIT B-2

                FORM OF AMENDMENT TO ALAMEDA ASSIGNMENT OF LEASES

                                 See Attachment.

<PAGE>

                                   EXHIBIT C-1

                FORM OF AMENDMENT TO SAN BERNARDINO DEED OF TRUST

                                 See Attachment.

<PAGE>

                                   EXHIBIT C-2

            FORM OF AMENDMENT TO SAN BERNARDINO ASSIGNMENT OF LEASES

                                 See Attachment.

<PAGE>

                                   EXHIBIT D-1

                 FORM OF AMENDMENT TO LOS ANGELES DEED OF TRUST

                                 See Attachment.

<PAGE>

                                   EXHIBIT D-2

              FORM OF AMENDMENT TO LOS ANGELES ASSIGNMENT OF RENTS

                                 See Attachment.

<PAGE>

                                   EXHIBIT E-1

                    FORM OF AMENDMENT TO ORANGE DEED OF TRUST

                                 See Attachment.

<PAGE>

                                   EXHIBIT E-2

                FORM OF AMENDMENT TO ORANGE ASSIGNMENT OF LEASES

                                 See Attachment.

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA  30346-2110
Attention:  Sherry Hughes

       FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
                                     FILING

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Trustor

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
 as trustee for the registered Holders of Prudential Mortgage Capital Company I,
       LLC, Commercial Mortgage Pass-Through Certificates, Series 1998-1,

                                 as Beneficiary

                          Dated as of February 8, 2001



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

                        County of Alameda (the "County")

                        State of California (the "State")

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

<PAGE>

   FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF DEED OF
           TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
                               AND FIXTURE FILING

         THIS FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE
OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Trustor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Beneficiary"), having an address at 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60647-4107.

                                    RECITALS

              A. Reference is made to that certain loan agreement dated as of
October 26, 1998 between Trustor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Beneficiary
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of October 28, 1998, and recorded on October 28, 1998 as Document
98379436 in the Official Records of Alameda County, California (the "Alameda
Deed of Trust").

              B. As described in Section 2.15(a) of the Loan Agreement, the
Alameda Deed of Trust encumbers, among other properties, "Expansion Land" (such
Expansion Land is referred to herein as the "Office Depot Expansion Land")
comprising a portion of the Property identified as CA0010612, Automall Parkway,
Fremont, California in Exhibit A to the Loan Agreement and more particularly
described on Exhibit A attached hereto (the "Automall Property").

              C. In accordance with Section 2.15 of the Loan Agreement, Trustor
has caused to be constructed on the Office Depot Expansion Land certain
"Expansion Improvements" (the Office Depot Expansion Land and the Expansion
Improvements constructed on the Office Depot Expansion Land are collectively
referred to herein as the "Office Depot Expansion Premises"), and has requested
Beneficiary to accept the Office Depot Expansion Premises as a Substitute
Property and has designated the following properties as Replaced Properties to
be released from the applicable security documents: CA0710625, 505 West 2nd
Street, San Bernardino, California; CA0370051, 240 South Arroyo Parkway,
Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa Ana, California;
and CA0010251, 1300 University Avenue, Berkeley, California.

<PAGE>

              D. Beneficiary and Trustor now desire to amend the Alameda Deed of
Trust: (i) to release the property identified as CA0010251, 1300 University
Avenue, Berkeley, California, from the lien of the Alameda Deed of Trust; and
(ii) to reflect the increase in the Allocated Loan Amount applicable to the
Automall Property as a result of the Expansion Improvements made on the Office
Depot Expansion Land.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Beneficiary and Trustor hereby agree as follows:

         1. Definitions. All capitalized terms defined above and elsewhere in
this Amendment shall be used herein as so defined. Unless otherwise defined
herein, all other capitalized terms used herein shall have the respective
meanings given to those terms in the Loan Agreement.

         2. Increase in Allocated Loan Amount with respect to the Automall
Property. Trustor and Beneficiary hereby agree that the Allocated Loan Amount
for the Automall Property is hereby increased from $17,700,000 to $21,750,000.

         3. Substitution of Trustee and Partial Release of Property under
Alameda Deed of Trust. Beneficiary hereby substitutes itself as trustee under
the Alameda Deed of Trust in place of First American Title Insurance Company and
hereby releases and discharges from the lien of the Alameda Deed of Trust that
portion, and only that portion, of the real property and improvements encumbered
by the Alameda Deed of Trust which is more particularly described on Exhibit B
attached hereto and made a part hereof (the "Release Parcel"). All other
"Property" described in and currently encumbered by the Alameda Deed of Trust
shall remain encumbered by the Alameda Deed of Trust in accordance with the
terms thereof.

         4. Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Alameda County, California, each reference
in the Loan Agreement to the Alameda Deed of Trust shall mean such Deed of Trust
as amended hereby. Except as specifically amended above, (a) the Loan Agreement,
the Alameda Deed of Trust and the other Loan Documents shall remain in full
force and effect and are hereby ratified and affirmed and (b) the execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power, or remedy of
Beneficiary, nor constitute a waiver of any provision of the Loan Agreement, the
Alameda Deed of Trust or any other Loan Document.

         5. Miscellaneous.

            (a) Counterparts. This Amendment may be executed in any number of
         counterparts, each of which shall be deemed an original, but all of
         which taken together shall constitute one and the same instrument. The
         signature page and acknowledgment of any counterpart may be removed
         therefrom and attached to any other counterpart to

                                      -2-

<PAGE>

         evidence execution thereof by all of the parties hereto without
         affecting the validity thereof.

            (b) Headings. Headings in this Amendment are for convenience of
         reference only and are not part of the substance hereof.

            (c) Governing Law. This Amendment shall be governed by and construed
         in accordance with the laws of the State of New York and the laws of
         the State of California as provided in the Alameda Deed of Trust.

                          [The signature page follows]

                                      -3-

<PAGE>

         IN WITNESS WHEREOF, Beneficiary and Trustor have caused this Amendment
to be executed as of the day and year first above written.

                                      TRUSTOR:

                                      CATELLUS FINANCE 1, L.L.C.,
                                      a Delaware limited liability company



                                      By:_______________________________________
                                      Name:
                                      Title:


                                      BENEFICIARY:

                                      LASALLE BANK NATIONAL ASSOCIATION,
                                      f/k/a LaSalle National Bank,
                                      as trustee for the registered Holders of
                                      Prudential Mortgage Capital Company I,
                                      LLC, Commercial Mortgage Pass-Through
                                      Certificates, Series 1998-1

                                      By:  The Prudential Insurance Company of
                                           America, as Servicer



                                      By:_______________________________________
                                      Name:        J. Michael Welborn
                                      Title:         Vice President

                                      -4-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ___________                            *** OPTIONAL SECTION ***
County of __________                           CAPACITY CLAIMED BY SIGNER
On this _______ day of ________, 2001,
before me,                               Through statute does not require the
_____________________________________,   Notary to fill in he data below, doing
         Name, title of Officer          so may prove invaluable o persons
                                         relying on the document

Personally appeared ___________________, [_]    INDIVIDUAL
                    Name(s) of Signer(s) [_]    CORPORATE OFFICERS(S)
                                         [_]    PARTNER(S)   [_]   LIMITED
[_] personally known to me - OR - [_]                        [_]   GENERAL
proved to me on the basis of             [_]    ATTORNEY-IN-FACT
satisfactory evidence to be the person(s)[_]    TRUSTEE(S)
whose name(s) is/are subscribed to the   [_]    GUARDIAN/CONSERVATOR
within instrument and acknowledged to me [_]    OTHER: ______________________
that he/she/they executed the same in
his/her/their authorized capacity(ies),
and that by his/her/their signature(s)
on the the person(s), or the entity upon
behalf of which the person(s) acted,
executed the instrument.                 SIGNER IS REPRESENTING:
                                         NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.
                                         ____________________________________

_______________________________________
         SIGNATURE OF NOTARY


             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ___________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ______________________________
SIGNER(S) OTHER THAN NAMED ABOVE ____________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of __________                               *** OPTIONAL SECTION ***
County of__________                                  CAPACITY CLAIMED BY SIGNER
On this _______ day of __________, 2001,
before me,                               Through statute does not require the
_______________________________________, Notary to fill in he data below, doing
        Name, title of Officer           so may prove invaluable o persons
                                         relying on the document

Personally appeared ___________________, [_]    INDIVIDUAL
                    Name(s) of Signer(s) [_]    CORPORATE OFFICERS(S)
                                         [_]    PARTNER(S)   [_]   LIMITED
[_] personally known to me - OR - [_]                        [_]   GENERAL
proved to me on the basis of             [_]    ATTORNEY-IN-FACT
satisfactory evidence to be the person(s)[_]    TRUSTEE(S)
whose name(s) is/are subscribed to the   [_]    GUARDIAN/CONSERVATOR
within instrument and acknowledged to me [_]    OTHER:_______________________
that he/she/they executed the same in
his/her/their authorized capacity(ies),
and that by his/her/their signature(s)
on the instrument the person(s), or the
entity upon behalf of which the person(s)
acted, executed the instrument.          SIGNER IS REPRESENTING:
                                         NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.
                                         ____________________________________

_______________________________________
        SIGNATURE OF NOTARY



             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ___________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ______________________________
SIGNER(S) OTHER THAN NAMED ABOVE ____________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

                    (Legal Description of Automall Property)

                                 [See Attached.]

<PAGE>

                                    EXHIBIT B

                      (Legal Description of Release Parcel)

                                 [See Attached.]

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA  30346-2110
Attention:  Sherry Hughes

                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Assignor

                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
      as trustee for the registered Holders of Prudential Mortgage Capital
                Company I, LLC, Commercial Mortgage Pass-Through
                          Certificates, Series 1998-1,

                                   as Assignee

                          Dated as of February 8, 2001

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

                        County of Alameda (the "County")

                        State of California (the "State")

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

<PAGE>

                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

         THIS FIRST AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND
RENTS (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Assignor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Assignee"), having an address at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60647-4107.

                                    RECITALS

                  A. Reference is made to that certain loan agreement dated as
of October 26, 1998 between Assignor and PRUDENTIAL MORTGAGE CAPITAL COMPANY,
INC., a Delaware corporation ("Prudential"), predecessor-in-interest to Assignee
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain
Assignment of Leases and Rents dated as of October 26, 1998, and recorded on
October 28, 1998 as Document 98379437 in the Official Records of Alameda County,
California (as subsequently assigned and amended, the "Alameda Assignment of
Leases").

                  B. As described in Section 2.15(a) of the Loan Agreement,
Assignor has the option to substitute certain Expansion Premises in place of
certain other properties designated by Assignor (the "Replaced Properties") and
to have such Replaced Properties released from the Property Pool securing the
Loan.

                  C. Assignor has now elected to have the expansion land
comprising a portion of the Property identified as CA0010612, AutoMall Parkway,
Fremont, California (Office Depot) in Exhibit A to the Loan Agreement (such
expansion land referred to herein as the "Office Depot Expansion Premises") to
be considered a Substitute Property, and has designated the following properties
as Replaced Properties and to be released from the applicable security
documents: CA0710625, 505 West 2nd Street, San Bernardino, California;
CA0370051, 240 South Arroyo Parkway, Pasadena, California; CA0591434, 1915 South
Grand Avenue, Santa Ana, California; and CA0010251, 1300 University Avenue,
Berkeley, California.

                  D. Assignee and Assignor now desire to amend the Alameda
Assignment of Leases to release the property identified as CA0010251, 1300
University Avenue, Berkeley, California, from the lien of the Alameda Assignment
of Leases.

<PAGE>

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignee and Assignor hereby agree as follows:

         1. Definitions. All capitalized terms defined above and elsewhere in
this Amendment shall be used herein as so defined. Unless otherwise defined
herein, all other capitalized terms used herein shall have the respective
meanings given to those terms in the Loan Agreement.

         2. Partial Release of Property under Alameda Assignment of Leases.
Assignee hereby releases and discharges from the lien of the Alameda Assignment
of Leases that portion, and only that portion, of the real property and
improvements encumbered by the Alameda Assignment of Leases which is more
particularly described on Exhibit A attached hereto and made a part hereof (the
"Release Parcel"). All other "Property" described in and currently encumbered by
the Alameda Assignment of Leases shall remain encumbered by the Alameda
Assignment of Leases in accordance with the terms thereof.

         3. Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Alameda County, California, each reference
in the Loan Agreement to the Assignment of Leases and Rents encumbering the
property identified as CA0010251, 1300 University Avenue, Berkeley, California,
shall mean such Assignment of Leases and Rents as amended hereby. Except as
specifically amended above, (a) the Loan Agreement, the Alameda Assignment of
Leases and the other Loan Documents shall remain in full force and effect and
are hereby ratified and affirmed and (b) the execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of Assignee, nor constitute a
waiver of any provision of the Loan Agreement, the Alameda Assignment of Leases
or any other Loan Document.

         4. Miscellaneous.

                  (a) Counterparts. This Amendment may be executed in any number
         of counterparts, each of which shall be deemed an original, but all of
         which taken together shall constitute one and the same instrument. The
         signature page and acknowledgment of any counterpart may be removed
         therefrom and attached to any other counterpart to evidence execution
         thereof by all of the parties hereto without affecting the validity
         thereof.

                  (b) Headings. Headings in this Amendment are for convenience
         of reference only and are not part of the substance hereof.

                  (c) Governing Law. This Amendment shall be governed by and
         construed in accordance with the laws of the State of New York and the
         laws of the State of California as provided in the Alameda Assignment
         of Leases.

                          [The signature page follows.]

                                       -2-

<PAGE>

         IN WITNESS WHEREOF, Assignee and Assignor have caused this Amendment to
be executed as of the day and year first above written.

                                    ASSIGNOR:

                                    CATELLUS FINANCE 1, L.L.C.,
                                    a Delaware limited liability company



                                    By:
                                           _____________________________________
                                    Name:
                                    Title:


                                    ASSIGNEE:

                                    LASALLE BANK NATIONAL ASSOCIATION,
                                    f/k/a LaSalle National Bank,
                                    as trustee for the registered Holders of
                                    Prudential Mortgage Capital Company I, LLC,
                                    Commercial Mortgage Pass-Through
                                    Certificates, Series 1998-1

                                    By:    The Prudential Insurance Company of
                                           America, as Servicer


                                           By:
                                                 _______________________________
                                           Name:        J. Michael Welborn
                                           Title:         Vice President


                                       -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of __________                              *** OPTIONAL SECTION ***
County of _________                             CAPACITY CLAIMED BY SIGNER
On this ____ day of _____________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below, doing
        Name, title of Officer            so  may  prove invaluable o persons
                                          relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)  [_]    LIMITED
                                                            [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _________________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.
                                          ______________________________________

________________________________________
        SIGNATURE OF NOTARY




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES ______________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of ___________, 2001,
before me,                                  Through statute does not require the
__________________________________________, Notary to fill in he data below,
       Name, title of Officer               doing so may prove invaluable o
                                            persons relying on the document

Personally appeared ______________________, [_]   INDIVIDUAL
                     Name(s) of Signer(s)   [_]   CORPORATE OFFICERS(S)
                                            [_]   PARTNER(S)   [_]    LIMITED
                                                               [_]    GENERAL
[_] personally known to me - OR - [_]       [_]   ATTORNEY-IN-FACT
proved to me on the basis of                [_]   TRUSTEE(S)
satisfactory evidence to be the             [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are              [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.             SIGNER IS REPRESENTING:
                                            NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                            __________________________________

_______________________________________
         SIGNATURE OF NOTARY


             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of __________, 2001,
before me,                                  Through statute does not require the
_________________________________________,  Notary to fill in he data below,
       Name, title of Officer               doing so may prove invaluable o
                                            persons relying on the document

Personally appeared _____________________,  [_]   INDIVIDUAL
                     Name(s) of Signer(s)   [_]   CORPORATE OFFICERS(S)
                                            [_]   PARTNER(S)   [_]    LIMITED
                                                               [_]    GENERAL
[_] personally known to me - OR - [_]       [_]   ATTORNEY-IN-FACT
proved to me on the basis of                [_]   TRUSTEE(S)
satisfactory evidence to be the             [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are              [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.             SIGNER IS REPRESENTING:
                                            NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                            __________________________________

_______________________________________
         SIGNATURE OF NOTARY


             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN ALAMEDA COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:


                                 [See Attached.]

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA 30346-2110
Attention: Sherry Hughes

        SECOND AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE
           OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
                          AGREEMENT AND FIXTURE FILING

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Trustor

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
      as trustee for the registered Holders of Prudential Mortgage Capital
         Company I, LLC, Commercial Mortgage Pass-Through Certificates,
                                 Series 1998-1,

                                 as Beneficiary

                          Dated as of February 8, 2001

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

                     County of San Bernardino (the "County")

                        State of California (the "State")

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

<PAGE>

            SECOND AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL
           RELEASE OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
                     SECURITY AGREEMENT AND FIXTURE FILING

     THIS SECOND AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Trustor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Beneficiary"), having an address at 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60647-4107.

                                    RECITALS

          A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Trustor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Beneficiary
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of October 26, 1998, and recorded on October 28, 1998 as Document
19980458192 in the Official Records of San Bernardino County, California (as
subsequently assigned and amended, the "San Bernardino Deed of Trust").

          B.   As described in Section 2.15(a) of the Loan Agreement, Trustor
has the option to substitute certain Expansion Premises in place of certain
other properties designated by Trustor (the "Replaced Properties") and to have
such Replaced Properties released from the Property Pool securing the Loan.

          C.   Trustor has now elected to have the expansion land comprising a
portion of the Property identified as CA0010612, AutoMall Parkway, Fremont,
California (Office Depot) in Exhibit A to the Loan Agreement (such expansion
land referred to herein as the "Office Depot Expansion Premises") to be
considered a Substitute Property, and has designated the following properties as
Replaced Properties and to be released from the applicable security documents:
CA0710625, 505 West 2nd Street, San Bernardino, California; CA0370051, 240 South
Arroyo Parkway, Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and CA0010251, 1300 University Avenue, Berkeley, California.

          D.   Beneficiary and Trustor now desire to amend the San Bernardino
Deed of Trust to release the property identified as CA0710625, 505 West 2nd
Street, San Bernardino, California, from the lien of the San Bernardino Deed of
Trust.

<PAGE>

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Beneficiary and Trustor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2.   Substitution of Trustee and Partial Release of Property under San
Bernardino Deed of Trust. Beneficiary hereby substitutes itself as trustee under
the San Bernardino Deed of Trust in place of First American Title Insurance
Company and hereby releases and discharges from the lien of the San Bernardino
Deed of Trust that portion, and only that portion, of the real property and
improvements encumbered by the San Bernardino Deed of Trust which is more
particularly described on Exhibit A attached hereto and made a part hereof (the
"Release Parcel"). All other "Property" described in and currently encumbered by
the San Bernardino Deed of Trust shall remain encumbered by the San Bernardino
Deed of Trust in accordance with the terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of San Bernardino County, California, each
reference in the Loan Agreement to the Deed of Trust encumbering the Release
Parcel shall mean such Deed of Trust as amended hereby. Except as specifically
amended above, (a) the Loan Agreement, the San Bernardino Deed of Trust and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and affirmed and (b) the execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy of Beneficiary, nor constitute a waiver of any
provision of the Loan Agreement, the San Bernardino Deed of Trust or any other
Loan Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the San Bernardino Deed of Trust.

                          [The signature page follows]

                                      -2-

<PAGE>

     IN WITNESS WHEREOF, Beneficiary and Trustor have caused this Amendment to
be executed as of the day and year first above written.

                                     TRUSTOR:

                                     CATELLUS FINANCE 1, L.L.C.,
                                     a Delaware limited liability company



                                     By: _______________________________________
                                     Name:
                                     Title:


                                     BENEFICIARY:

                                     LASALLE BANK NATIONAL ASSOCIATION,
                                     f/k/a LaSalle National Bank,
                                     as trustee for the registered Holders of
                                     Prudential Mortgage Capital Company I, LLC,
                                     Commercial Mortgage Pass-Through
                                     Certificates, Series 1998-1

                                     By:  The Prudential Insurance Company of
                                          America, as Servicer



                                     By: _______________________________________
                                     Name:          J. Michael Welborn
                                     Title:            Vice President

                                      -3-

<PAGE>

                 CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                 CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.
                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

                      (Legal Description of Release Parcel)

                                 [See Attached.]

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA 30346-2110
Attention: Sherry Hughes

                   SECOND AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Assignor

                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
      as trustee for the registered Holders of Prudential Mortgage Capital
         Company I, LLC, Commercial Mortgage Pass-Through Certificates,
                                 Series 1998-1,

                                   as Assignee

                          Dated as of February 8, 2001

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

                     County of San Bernardino (the "County")

                        State of California (the "State")

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

<PAGE>

                   SECOND AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

     THIS SECOND AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND
RENTS (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Assignor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Assignee"), having an address at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60647-4107.

                                    RECITALS

          A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Assignor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Assignee (as
the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain
Assignment of Leases and Rents dated as of October 26, 1998, and recorded on
October 28, 1998 as Document 19980458193 in the Official Records of San
Bernardino County, California (as subsequently assigned and amended, the "San
Bernardino Assignment of Leases").

          B.   As described in Section 2.15(a) of the Loan Agreement, Assignor
has the option to substitute certain Expansion Premises in place of certain
other properties designated by Assignor (the "Replaced Properties") and to have
such Replaced Properties released from the Property Pool securing the Loan.

          C.   Assignor has now elected to have the expansion land comprising a
portion of the Property identified as CA0010612, AutoMall Parkway, Fremont,
California (Office Depot) in Exhibit A to the Loan Agreement (such expansion
land referred to herein as the "Office Depot Expansion Premises") to be
considered a Substitute Property, and has designated the following properties as
Replaced Properties and to be released from the applicable security documents:
CA0710625, 505 West 2nd Street, San Bernardino, California; CA0370051, 240 South
Arroyo Parkway, Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and CA0010251, 1300 University Avenue, Berkeley, California.

          D.   Assignee and Assignor now desire to amend the San Bernardino
Assignment of Leases to release the property identified as CA0710625, 505 West
2nd Street, San Bernardino, California from the lien of the San Bernardino
Assignment of Leases.

                                    AGREEMENT

<PAGE>

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignee and Assignor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2.   Partial Release of Property under San Bernardino Assignment of Leases.
Assignee hereby releases and discharges from the lien of the San Bernardino
Assignment of Leases that portion, and only that portion, of the real property
and improvements encumbered by the San Bernardino Assignment of Leases which is
more particularly described on Exhibit A attached hereto and made a part hereof
(the "Release Parcel"). All other "Property" described in and currently
encumbered by the San Bernardino Assignment of Leases shall remain encumbered by
the San Bernardino Assignment of Leases in accordance with the terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of San Bernardino County, California, each
reference in the Loan Agreement to the Assignment of Leases and Rents
encumbering the property identified as CA0710625, 505 West 2nd Street, San
Bernardino, California, shall mean such Assignment of Leases and Rents as
amended hereby. Except as specifically amended above, (a) the Loan Agreement,
the San Bernardino Assignment of Leases and the other Loan Documents shall
remain in full force and effect and are hereby ratified and affirmed and (b) the
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power, or remedy of
Assignee, nor constitute a waiver of any provision of the Loan Agreement, the
San Bernardino Assignment of Leases or any other Loan Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the San Bernardino Assignment of Leases.

                          [The signature page follows.]

                                      -2-

<PAGE>

     IN WITNESS WHEREOF, Assignee and Assignor have caused this Amendment to be
executed as of the day and year first above written.

                                  ASSIGNOR:

                                  CATELLUS FINANCE 1, L.L.C.,
                                  a Delaware limited liability company



                                  By: __________________________________________
                                  Name:
                                  Title:


                                  ASSIGNEE:

                                  LASALLE BANK NATIONAL ASSOCIATION,
                                  f/k/a LaSalle National Bank,
                                  as trustee for the registered Holders of
                                  Prudential Mortgage Capital Company I, LLC,
                                  Commercial Mortgage Pass-Through Certificates,
                                  Series 1998-1

                                  By: The Prudential Insurance Company of
                                      America, as Servicer



                                  By: __________________________________________
                                  Name:           J. Michael Welborn
                                  Title:             Vice President

                                      -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
       Name, title of Officer             doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
       Name, title of Officer             doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
       Name, title of Officer             doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN SAN BERNARDINO COUNTY, CALIFORNIA,
DESCRIBED AS FOLLOWS:

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA 30346-2110
Attention: Sherry Hughes



       FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
       DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
                               AND FIXTURE FILING

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Trustor

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
 as trustee for the registered Holders of Prudential Mortgage Capital Company I,
       LLC, Commercial Mortgage Pass-Through Certificates, Series 1998-1,

                                 as Beneficiary


                          Dated as of February 8, 2001




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

                      County of Los Angeles (the "County")

                        State of California (the "State")

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

<PAGE>

        FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE
           OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
                          AGREEMENT AND FIXTURE FILING

     THIS FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Trustor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Beneficiary"), having an address at 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60647-4107.

                                    RECITALS

          A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Trustor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Beneficiary
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of October 26, 1998, and recorded on October 27, 1998 as Document
98-1959996 in the Official Records of Los Angeles County, California (as
subsequently assigned and amended, the "Los Angeles Deed of Trust").

          B.   As described in Section 2.15(a) of the Loan Agreement, Trustor
has the option to substitute certain Expansion Premises in place of certain
other properties designated by Trustor (the "Replaced Properties") and to have
such Replaced Properties released from the Property Pool securing the Loan.

          C.   Trustor has now elected to have the expansion land comprising a
portion of the Property identified as CA0010612, AutoMall Parkway, Fremont,
California (Office Depot) in Exhibit A to the Loan Agreement (such expansion
land referred to herein as the "Office Depot Expansion Premises") to be
considered a Substitute Property, and has designated the following properties as
Replaced Properties and to be released from the applicable security documents:
CA0710625, 505 West 2nd Street, San Bernardino, California; CA0370051, 240 South
Arroyo Parkway, Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and CA0010251, 1300 University Avenue, Berkeley, California.

          D.   Beneficiary and Trustor now desire to amend the Los Angeles Deed
of Trust to release the property identified as CA0370051, 240 South Arroyo
Parkway, Pasadena, California, from the lien of the Los Angeles Deed of Trust.

<PAGE>

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Beneficiary and Trustor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2.   Substitution of Trustee and Partial Release of Property under Los
Angeles Deed of Trust. Beneficiary hereby substitutes itself as trustee under
the Los Angeles Deed of Trust in place of First American Title Insurance Company
and hereby releases and discharges from the lien of the Los Angeles Deed of
Trust that portion, and only that portion, of the real property and improvements
encumbered by the Los Angeles Deed of Trust which is more particularly described
on Exhibit A attached hereto and made a part hereof (the "Release Parcel"). All
other "Property" described in and currently encumbered by the Los Angeles Deed
of Trust shall remain encumbered by the Los Angeles Deed of Trust in accordance
with the terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Los Angeles County, California, each
reference in the Loan Agreement to the Deed of Trust encumbering the Release
Parcel shall mean such Deed of Trust as amended hereby. Except as specifically
amended above, (a) the Loan Agreement, the Los Angeles Deed of Trust and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and affirmed and (b) the execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy of Beneficiary, nor constitute a waiver of any
provision of the Loan Agreement, the Los Angeles Deed of Trust or any other Loan
Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the Los Angeles Deed of Trust.

                          [The signature page follows]

                                      -2-

<PAGE>

     IN WITNESS WHEREOF, Beneficiary and Trustor have caused this Amendment to
be executed as of the day and year first above written.

                                        TRUSTOR:

                                        CATELLUS FINANCE 1, L.L.C.,
                                        a Delaware limited liability company



                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BENEFICIARY:

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        f/k/a LaSalle National Bank,
                                        as trustee for the registered Holders of
                                        Prudential Mortgage Capital Company I,
                                        LLC, Commercial Mortgage Pass-Through
                                        Certificates, Series 1998-1

                                        By: The Prudential Insurance Company of
                                            America, as Servicer



                                        By: ____________________________________
                                        Name:        J. Michael Welborn
                                        Title:         Vice President

                                      -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

                      (Legal Description of Release Parcel)

                                 [See Attached.]

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA  30346-2110
Attention:  Sherry Hughes



                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Assignor

                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
 as trustee for the registered Holders of Prudential Mortgage Capital Company I,
       LLC, Commercial Mortgage Pass-Through Certificates, Series 1998-1,

                                   as Assignee


                          Dated as of February 8, 2001





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

                      County of Los Angeles (the "County")
                        State of California (the "State")

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

<PAGE>

          FIRST AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES
                                   AND RENTS

     THIS FIRST AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND
RENTS (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Assignor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Assignee"), having an address at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60647-4107.

                                    RECITALS

          A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Assignor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Assignee (as
the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain
Assignment of Leases and Rents dated as of October 26, 1998, and recorded on
October 27, 1998 as Document 98-1959998 in the Official Records of Los Angeles
County, California (as subsequently assigned and amended, the "Los Angeles
Assignment of Leases").

          B.   As described in Section 2.15(a) of the Loan Agreement, Assignor
has the option to substitute certain Expansion Premises in place of certain
other properties designated by Assignor (the "Replaced Properties") and to have
such Replaced Properties released from the Property Pool securing the Loan.

          C.   Assignor has now elected to have the expansion land comprising a
portion of the Property identified as CA0010612, AutoMall Parkway, Fremont,
California (Office Depot) in Exhibit A to the Loan Agreement (such expansion
land referred to herein as the "Office Depot Expansion Premises") to be
considered a Substitute Property, and has designated the following properties as
Replaced Properties and to be released from the applicable security documents:
CA0710625, 505 West 2nd Street, San Bernardino, California; CA0370051, 240 South
Arroyo Parkway, Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and CA0010251, 1300 University Avenue, Berkeley, California.

          D.   Assignee and Assignor now desire to amend the Los Angeles
Assignment of Leases to release the property identified as CA0370051, 240 South
Arroyo Parkway, Pasadena, California, from the lien of the Los Angeles
Assignment of Leases.

<PAGE>

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignee and Assignor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2.   Partial Release of Property under Los Angeles Assignment of Leases.
Assignee hereby releases and discharges from the lien of the Los Angeles
Assignment of Leases that portion, and only that portion, of the real property
and improvements encumbered by the Los Angeles Assignment of Leases which is
more particularly described on Exhibit A attached hereto and made a part hereof
(the "Release Parcel"). All other "Property" described in and currently
encumbered by the Los Angeles Assignment of Leases shall remain encumbered by
the Los Angeles Assignment of Leases in accordance with the terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Los Angeles County, California, each
reference in the Loan Agreement to the Assignment of Leases and Rents
encumbering the property identified as CA0370051, 240 South Arroyo Parkway,
Pasadena, California, shall mean such Assignment of Leases and Rents as amended
hereby. Except as specifically amended above, (a) the Loan Agreement, the Los
Angeles Assignment of Leases and the other Loan Documents shall remain in full
force and effect and are hereby ratified and affirmed and (b) the execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power, or remedy of Assignee,
nor constitute a waiver of any provision of the Loan Agreement, the Los Angeles
Assignment of Leases or any other Loan Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the Los Angeles Assignment of Leases.

                          [The signature page follows.]

                                      -2-

<PAGE>

     IN WITNESS WHEREOF, Assignee and Assignor have caused this Amendment to be
executed as of the day and year first above written.

                                        ASSIGNOR:

                                        CATELLUS FINANCE 1, L.L.C.,
                                        a Delaware limited liability company



                                        By: ____________________________________
                                        Name:
                                        Title:


                                        ASSIGNEE:

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        f/k/a LaSalle National Bank,
                                        as trustee for the registered Holders of
                                        Prudential Mortgage Capital Company I,
                                        LLC, Commercial Mortgage Pass-Through
                                        Certificates, Series 1998-1

                                        By: The Prudential Insurance Company of
                                            America, as Servicer



                                        By: ____________________________________
                                        Name:         J. Michael Welborn
                                        Title:          Vice President

                                      -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:

                                 [See Attached.]

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA 30346-2110
Attention: Sherry Hughes



       FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
       DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
                               AND FIXTURE FILING

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Trustor

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
as trustee for the registered Holders of Prudential Mortgage Capital Company I,
       LLC, Commercial Mortgage Pass-Through Certificates, Series 1998-1,

                                 as Beneficiary


                          Dated as of February 8, 2001



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

                         County of Orange (the "County")

                        State of California (the "State")

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

<PAGE>

        FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE
           OF DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY
                          AGREEMENT AND FIXTURE FILING

     THIS FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Trustor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Beneficiary"), having an address at 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60647-4107.

                                    RECITALS

          A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Trustor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Beneficiary
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of October 26, 1998, and recorded on October 27, 1998 as Document
19980726609 in the Official Records of Orange County, California (as
subsequently assigned and amended, the "Orange Deed of Trust").

          B.   As described in Section 2.15(a) of the Loan Agreement, Trustor
has the option to substitute certain Expansion Premises in place of certain
other properties designated by Trustor (the "Replaced Properties") and to have
such Replaced Properties released from the Property Pool securing the Loan.

          C.   Trustor has now elected to have the expansion land comprising a
portion of the Property identified as CA0010612, AutoMall Parkway, Fremont,
California (Office Depot) in Exhibit A to the Loan Agreement (such expansion
land referred to herein as the "Office Depot Expansion Premises") to be
considered a Substitute Property, and has designated the following properties as
Replaced Properties and to be released from the applicable security documents:
CA0710625, 505 West 2nd Street, San Bernardino, California; CA0370051, 240 South
Arroyo Parkway, Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and CA0010251, 1300 University Avenue, Berkeley, California.

          D.   Beneficiary and Trustor now desire to amend the Orange Deed of
Trust to release the property identified as CA0591434, 1915 South Grand Avenue,
Santa Ana, California, from the lien of the Orange Deed of Trust.

<PAGE>

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Beneficiary and Trustor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2.   Substitution of Trustee and Partial Release of Property under Orange
Deed of Trust. Beneficiary hereby substitutes itself as trustee under the Orange
Deed of Trust in place of First American Title Insurance Company and hereby
releases and discharges from the lien of the Orange Deed of Trust that portion,
and only that portion, of the real property and improvements encumbered by the
Orange Deed of Trust which is more particularly described on Exhibit A attached
hereto and made a part hereof (the "Release Parcel"). All other "Property"
described in and currently encumbered by the Orange Deed of Trust shall remain
encumbered by the Orange Deed of Trust in accordance with the terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Orange County, California, each reference in
the Loan Agreement to the Deed of Trust encumbering the Release Parcel shall
mean such Deed of Trust as amended hereby. Except as specifically amended above,
(a) the Loan Agreement, the Orange Deed of Trust and the other Loan Documents
shall remain in full force and effect and are hereby ratified and affirmed and
(b) the execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power, or
remedy of Beneficiary, nor constitute a waiver of any provision of the Loan
Agreement, the Orange Deed of Trust or any other Loan Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the Orange Deed of Trust.

                          [The signature page follows]

                                       -2-

<PAGE>

     IN WITNESS WHEREOF, Beneficiary and Trustor have caused this Amendment to
be executed as of the day and year first above written.

                                            TRUSTOR:

                                            CATELLUS FINANCE 1, L.L.C.,
                                            a Delaware limited liability company



                                            By: ________________________________
                                            Name:
                                            Title:


                                            BENEFICIARY:

                                            LASALLE BANK NATIONAL ASSOCIATION,
                                            f/k/a LaSalle National Bank,
                                            as trustee for the registered
                                            Holders of Prudential Mortgage
                                            Capital Company I, LLC, Commercial
                                            Mortgage Pass-Through Certificates,
                                            Series 1998-1

                                            By: The Prudential Insurance Company
                                                of America, as Servicer



                                            By: ________________________________
                                            Name:      J. Michael Welborn
                                            Title:       Vice President

                                       -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>
                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>
                                    EXHIBIT A

                      (Legal Description of Release Parcel)

                                 [See Attached.]

<PAGE>

Recording Requested by and
When Recorded Return to:

Prudential Capital Group
Mortgage Asset Management
Two Ravinia Drive, Suite 1400
Atlanta, GA 30346-2110
Attention: Sherry Hughes



                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Assignor

                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
as trustee for the registered Holders of Prudential Mortgage Capital Company I,
       LLC, Commercial Mortgage Pass-Through Certificates, Series 1998-1,

                                   as Assignee


                          Dated as of February 8, 2001

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

                         County of Orange (the "County")

                        State of California (the "State")

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

<PAGE>

                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

     THIS FIRST AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND
RENTS (this "Amendment"), dated as of February 8, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Assignor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Assignee"), having an address at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60647-4107.

                                    RECITALS

          A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Assignor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Assignee (as
the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain
Assignment of Leases and Rents dated as of October 26, 1998, and recorded on
October 27, 1998 as Document 19980726611 in the Official Records of Orange
County, California (as subsequently assigned and amended, the "Orange Assignment
of Leases").

          B.   As described in Section 2.15(a) of the Loan Agreement, Assignor
has the option to substitute certain Expansion Premises in place of certain
other properties designated by Assignor (the "Replaced Properties") and to have
such Replaced Properties released from the Property Pool securing the Loan.

          C.   Assignor has now elected to have the expansion land comprising a
portion of the Property identified as CA0010612, AutoMall Parkway, Fremont,
California (Office Depot) in Exhibit A to the Loan Agreement (such expansion
land referred to herein as the "Office Depot Expansion Premises") to be
considered a Substitute Property, and has designated the following properties as
Replaced Properties and to be released from the applicable security documents:
CA0710625, 505 West 2nd Street, San Bernardino, California; CA0370051, 240 South
Arroyo Parkway, Pasadena, California; CA0591434, 1915 South Grand Avenue, Santa
Ana, California; and CA0010251, 1300 University Avenue, Berkeley, California.

          D.   Assignee and Assignor now desire to amend the Orange Assignment
of Leases to release the property identified as CA0591434, 1915 South Grand
Avenue, Santa Ana, California, from the lien of the Orange Assignment of Leases.

<PAGE>

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignee and Assignor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2.   Partial Release of Property under Orange Assignment of Leases.
Assignee hereby releases and discharges from the lien of the Orange Assignment
of Leases that portion, and only that portion, of the real property and
improvements encumbered by the Orange Assignment of Leases which is more
particularly described on Exhibit A attached hereto and made a part hereof (the
"Release Parcel"). All other "Property" described in and currently encumbered by
the Orange Assignment of Leases shall remain encumbered by the Orange Assignment
of Leases in accordance with the terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Orange County, California, each reference in
the Loan Agreement to the Assignment of Leases and Rents encumbering the
property identified as CA0591434, 1915 South Grand Avenue, Santa Ana,
California, shall mean such Assignment of Leases and Rents as amended hereby.
Except as specifically amended above, (a) the Loan Agreement, the Orange
Assignment of Leases and the other Loan Documents shall remain in full force and
effect and are hereby ratified and affirmed and (b) the execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power, or remedy of Assignee, nor constitute a
waiver of any provision of the Loan Agreement, the Orange Assignment of Leases
or any other Loan Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the Orange Assignment of Leases.

                          [The signature page follows.]

                                      -2-

<PAGE>

     IN WITNESS WHEREOF, Assignee and Assignor have caused this Amendment to be
executed as of the day and year first above written.

                                        ASSIGNOR:

                                        CATELLUS FINANCE 1, L.L.C.,
                                        a Delaware limited liability company



                                        By: ____________________________________
                                        Name:
                                        Title:


                                        ASSIGNEE:

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        f/k/a LaSalle National Bank, as trustee
                                        for the registered Holders of Prudential
                                        Mortgage Capital Company I, LLC,
                                        Commercial Mortgage Pass-Through
                                        Certificates, Series 1998-1

                                        By: The Prudential Insurance Company of
                                            America, as Servicer



                                        By: ____________________________________
                                        Name:        J. Michael Welborn
                                        Title:         Vice President

                                      -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

<TABLE>
<S>                                               <C>
State of __________________                                  *** OPTIONAL SECTION ***
County of _________________                                 CAPACITY CLAIMED BY SIGNER
On this _________ day of ______________, 2001,
before me,
_____________________________________________,    Through statute does not require the Notary to
              Name, title of Officer              fill in he data below, doing so may prove
                                                  invaluable o persons relying on the document
Personally appeared _________________________,
                       Name(s) of Signer(s)       [_]  INDIVIDUAL
                                                  [_]  CORPORATE OFFICERS(S)
[_] personally known to me - OR - [_] proved      [_]  PARTNER(S)         [_]  LIMITED
to me on the basis of satisfactory evidence to                            [_]  GENERAL
be the person(s) whose name(s) is/are             [_]  ATTORNEY-IN-FACT
subscribed to the within instrument and           [_]  TRUSTEE(S)
acknowledged to me that he/she/they executed      [_]  GUARDIAN/CONSERVATOR
the same in his/her/their authorized              [_]  OTHER: __________________________________
capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s),     SIGNER IS REPRESENTING:
or the entity upon behalf of which the            NAME OF PERSON(S) OR ENTITY(IES)
person(s) acted, executed the instrument.
                                                  ______________________________________________
WITNESS my hand and official seal.

______________________________________________
              SIGNATURE OF NOTARY
</TABLE>




             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT ______________________________________________________
NUMBER OF PAGES _____________  DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:


                                 [See Attached.]