<PAGE>

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                                 LOAN AGREEMENT

                                 BY AND BETWEEN

                               SWH FUNDING CORP.,

                                    AS LENDER


                                       AND


                      CEDAR INCOME FUND PARTNERSHIP, L.P.,

                                   AS BORROWER



                             AS OF OCTOBER ___, 2001



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                                TABLE OF CONTENTS

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ARTICLE 1 -- PARTICULAR TERMS; DEFINITIONS........................................................................1

ARTICLE 2 -- THE LOAN............................................................................................23
2.1    Loan Funding..............................................................................................23
2.2    Interest Rate.............................................................................................24
2.3    Payments..................................................................................................24
       2.3.1    Basic Interest...................................................................................24
       2.3.2    Principal Payments...............................................................................24
       2.3.3    Repayment of Outstanding Principal Balance.......................................................25
       2.3.4    Fees.............................................................................................25
       2.3.5    General..........................................................................................25
       2.3.6    Net Proceeds.....................................................................................25
2.4    Loan Term.................................................................................................26
2.5    Change In Law, Etc........................................................................................27
2.6    Prepayment................................................................................................28
2.7    Default Interest; Late Charge.............................................................................28
2.8    Maximum Amount of Interest................................................................................29
2.9    Loan Taxes................................................................................................30
2.10   Servicing.................................................................................................31

ARTICLE 3 -- CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER..................................................32
3.1    Borrower Organization, Enforceability, Etc................................................................32
       3.1.1    Borrower Status..................................................................................32
       3.1.2    Guarantor/General Partner Status.................................................................32
       3.1.3    Status of Limited Partners.......................................................................33
       3.1.4    No Other Partners................................................................................33
       3.1.5    Structure of Borrower............................................................................33
       3.1.6    Guarantor........................................................................................33
3.2    Borrower Address..........................................................................................33
3.3    Organizational Documents..................................................................................33
3.4    Guarantor's Organizational Documents......................................................................33
3.5    Title.....................................................................................................34
3.6    Valid Liens...............................................................................................34
3.7    Uses......................................................................................................34
3.8    No Structural Defects.....................................................................................34
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3.9    Compliance with Zoning, Etc...............................................................................34
3.10   No Condemnation...........................................................................................35
3.11   No Casualty...............................................................................................35
3.12   Purchase Options..........................................................................................35
3.13   No Encroachments..........................................................................................35
3.14   Litigation................................................................................................35
3.15   No Conflict with Law or Agreements........................................................................35
3.16   Personal Property.........................................................................................36
3.17   Easements; Access; Utilities..............................................................................36
3.18   No Flood Hazard, Etc......................................................................................36
3.19   Premises Taxed as a Separate Tax Lot......................................................................36
3.20   Leases....................................................................................................37
3.21   Environmental.............................................................................................38
3.22   Access Laws...............................................................................................38
3.23   No Default................................................................................................38
3.24   No Offsets................................................................................................38
3.25   Financial Statements......................................................................................38
3.26   No Insolvency.............................................................................................38
3.27   Fraudulent Conveyance.....................................................................................38
3.28   Broker....................................................................................................39
3.29   Fiscal Year...............................................................................................39
3.30   No Other Financing........................................................................................39
3.31   ERISA.....................................................................................................39
3.32   FIRPTA....................................................................................................40
3.33   PUHCA.....................................................................................................40
3.34   Insurance.................................................................................................40
3.35   Securities Laws...........................................................................................40
3.36   Investment Company Act....................................................................................40
3.37   Taxes; Impositions........................................................................................40
3.38   Full and Accurate Disclosure..............................................................................40
3.39   Contracts.................................................................................................41
3.40   Other Obligations and Liabilities.........................................................................41
3.41   Documents.................................................................................................41
3.42   No Strikes................................................................................................41

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                                       ii
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3.43   Consumer Credit Laws; Usury...............................................................................41
3.44   SC Affiliate Organization, Enforceability, Etc............................................................42
       3.44.1   SC Affiliate Status..............................................................................42
       3.44.2   Structure of SC Owners...........................................................................42
3.45   SC Affiliates Address.....................................................................................42
3.46   SC Affiliates Organizational Documents....................................................................42
3.47   SC Title..................................................................................................43
3.48   SC Uses...................................................................................................43
3.49   No SC Structural Defects..................................................................................43
3.50   SC Compliance with Zoning, Etc............................................................................43
3.51   No SC Condemnation........................................................................................44
3.52   No SC Casualty............................................................................................44
3.53   SC Purchase Options.......................................................................................44
3.54   No SC Encroachments.......................................................................................44
3.55   SC Litigation.............................................................................................44
3.56   No SC Conflict with Law or Agreements.....................................................................44
3.57   SC Personal Property......................................................................................45
3.58   SC Easements; SC Access; SC Utilities.....................................................................45
3.59   No SC Flood Hazard, Etc...................................................................................45
3.60   Shopping Centers Taxed as a Separate Tax Lot..............................................................45
3.61   SC Leases.................................................................................................46
3.62   SC Environmental..........................................................................................47
3.63   SC Access Laws............................................................................................47
3.64   No SC Default.............................................................................................47
3.65   SC Financial Statements...................................................................................47
3.66   No SC Insolvency..........................................................................................47
3.67   SC Fiscal Year............................................................................................47
3.68   No Other SC Financing.....................................................................................48
3.69   SC ERISA..................................................................................................48
3.70   SC FIRPTA.................................................................................................48
3.71   SC PUHCA..................................................................................................48
3.72   SC Insurance..............................................................................................48
3.73   SC Securities Laws........................................................................................48
3.74   SC Investment Company Act.................................................................................48
3.75   SC Taxes; SC Impositions..................................................................................49

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                                       iii
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3.76   SC Full and Accurate Disclosure...........................................................................49
3.77   SC Contracts..............................................................................................49
3.78   Other SC Obligations and Liabilities......................................................................49
3.79   SC Documents..............................................................................................49
3.80   No SC Strikes.............................................................................................50

ARTICLE 4 -- CERTAIN COVENANTS OF BORROWER.......................................................................50
4.1    Payment and Performance of Obligations....................................................................50
4.2    Transfers.................................................................................................50
4.3    Liens.....................................................................................................51
4.4    Indebtedness..............................................................................................51
4.5    Compliance with Restrictive Covenants, Etc................................................................52
4.6    Leases....................................................................................................52
4.7    Delivery of Notices.......................................................................................55
4.8    ERISA.....................................................................................................56
4.9    Agreements with Affiliates................................................................................57
4.10   After Acquired Property...................................................................................57
4.11   Books and Records.........................................................................................57
4.12   Delivery of Estoppel Certificates.........................................................................57
4.13   Management, Etc...........................................................................................58
4.14   Financial Statements; Approved Operating Budget, Audit Rights.............................................58
4.15   Maintenance of Non-Taxable Status.........................................................................61
4.16   Lender's Attorneys' Fees and Expenses.....................................................................61
4.17   Environmental.............................................................................................62
4.18   Access Laws...............................................................................................62
4.19   Inspections...............................................................................................62
4.20   Use of Premises; Zoning Change............................................................................62
4.21   Required Insurance........................................................................................62
4.22   Construction..............................................................................................62
4.23   Contracts.................................................................................................64
4.24   Report Updates............................................................................................64
4.25   Non-Competition...........................................................................................64
4.26   No Sale or Refinancing....................................................................................64
4.27   SC Liens..................................................................................................65
4.28   SC Indebtedness...........................................................................................65
4.29   SC Compliance with Restrictive Covenants, Etc.............................................................65

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                                       iv
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4.30   SC Leases.................................................................................................66
4.31   SC ERISA..................................................................................................68
4.32   SC Agreements with Affiliates.............................................................................69
4.33   Books and Records.........................................................................................69
4.34   SC Management, Etc........................................................................................69
4.35   SC Financial Statements; Approved Operating Budget, Audit Rights..........................................70
4.36   SC Maintenance of Non-Taxable Status......................................................................72
4.37   SC Environmental..........................................................................................72
4.38   SC Inspections............................................................................................72
4.39   SC Use of Premises; Zoning Change.........................................................................72
4.40   SC Required Insurance.....................................................................................72
4.41   SC Construction...........................................................................................72
4.42   SC Contracts..............................................................................................73
4.43   SC Report Updates.........................................................................................73
4.44   SC Non-Competition........................................................................................74
4.45   No SC Sale or Refinancing.................................................................................74

ARTICLE 5 -- INSURANCE; CASUALTY AND CONDEMNATION................................................................74
5.1    Insurance; Coverages......................................................................................74
5.2    Identification of Lender..................................................................................76
5.3    Approved Insurer; Premiums and Policies...................................................................76
5.4    Waiver of Subrogation.....................................................................................77
5.5    No Separate Insurance.....................................................................................77
5.6    Casualty; Proceeds of Required Insurance..................................................................77
5.7    Condemnation and Eminent Domain...........................................................................79
5.8    SC Insurance; SC Casualty and Condemnation................................................................81

ARTICLE 6 -- EVENTS OF DEFAULT...................................................................................81
6.1    Events of Default.........................................................................................81
       6.1.1    Non-Payment......................................................................................81
       6.1.2    Affirmative Covenants............................................................................81
       6.1.3    Negative Covenants...............................................................................82
       6.1.4    Financial Statements.............................................................................82
       6.1.5    Representations..................................................................................82
       6.1.6    Other Loan Documents.............................................................................82
       6.1.7    Demolition or Alterations........................................................................82

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                                        v
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       6.1.8    Failure to Deliver Estoppel Certificate..........................................................82
       6.1.9    Cessation........................................................................................82
       6.1.10   Transfer.........................................................................................83
       6.1.11   Liens............................................................................................83
       6.1.12   Involuntary Bankruptcy, Etc......................................................................83
       6.1.13   Voluntary Bankruptcy, Etc........................................................................83
       6.1.14   Judgments........................................................................................83
       6.1.15   Leasing Breach...................................................................................84
       6.1.16   Organizational Documents.........................................................................84
       6.1.17   Delivery of Financial Statements; Annual Operating Budget........................................84
       6.1.18   ERISA............................................................................................84
       6.1.19   Termination of Management Agreement, Etc.........................................................84
       6.1.20   Other Conditions for Acceleration................................................................84
       6.1.21   Misapplication of Receipts.......................................................................84
       6.1.22   Prohibited Assignment............................................................................85
       6.1.23   Holdings Agreement...............................................................................85
6.2    Rights upon Event of Default..............................................................................85
6.3    Waiver of Stay, Extension and Moratorium Laws, Appraisal and Valuation, Redemption and Marshalling........86
6.4    Preferences; Revival......................................................................................87

ARTICLE 7 -- GENERAL PROVISIONS..................................................................................87
7.1    Rights Cumulative; Waivers................................................................................87
7.2    Lender's Action for its Own Protection Only...............................................................88
7.3    No Third Party Beneficiaries..............................................................................89
7.4    Payment of Expenses, etc..................................................................................89
       7.4.1    Payment of Expenses..............................................................................89
       7.4.2    Advances Secured.................................................................................90
7.5    Indemnification...........................................................................................90
7.6    Notices...................................................................................................92
7.7    No Oral Modification......................................................................................93
7.8    Assignment by Lender; Participations......................................................................94
       7.8.1    Assignment and Participations....................................................................94
       7.8.2    Assignment and Acceptance........................................................................94
       7.8.3    Other Business...................................................................................95
       7.8.4    Privity of Contract..............................................................................95

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7.9    Severability..............................................................................................95
7.10   No Assignment by Borrower.................................................................................95
7.11   Governing Law.............................................................................................95
7.12   Successors and/or Assigns.................................................................................95
7.13   Entire Contract...........................................................................................96
7.14   Liability.................................................................................................96
7.15   Counterparts; Headings....................................................................................96
7.16   Time of the Essence.......................................................................................96
7.17   Consents..................................................................................................96
       7.17.1   No Subsequent Consent............................................................................96
       7.17.2   Withholding of Consent...........................................................................97
7.18   No Partnership............................................................................................97
7.19   WAIVER OF JURY TRIAL......................................................................................97
7.20   Construction of Provisions................................................................................98
7.21   Limitation on Liability...................................................................................99
7.22   Jurisdiction, Venue, Service of Process...................................................................99
7.23   Rule of Construction......................................................................................99
7.24   Further Assurances........................................................................................99
7.25   Recitals.................................................................................................100
7.26   Effect of Environmental Representations and Covenants and Indemnities....................................100
7.27   Impositions and Insurance Escrow.........................................................................101
       7.27.1   Impositions and Insurance Deposits..............................................................101
       7.27.2   Payment of Impositions and Insurance Premiums...................................................102
       7.27.3   Application upon Event of Default...............................................................102
       7.27.4   Reliance........................................................................................102
       7.27.5   No Third Party Beneficiary......................................................................102
7.28   Interest Reserve Escrow..................................................................................103
       7.28.1   Interest Reserve Deposits.......................................................................103
       7.28.2   Payment of Basic Interest.......................................................................103
       7.28.3   Application upon Event of Default...............................................................104
7.29   Environmental Reserve Escrow.............................................................................104
       7.29.1   Environmental Reserve Deposits..................................................................104
       7.29.2   Reimbursement...................................................................................104
       7.29.3   Application upon Event of Default...............................................................105
7.30   Delivery of Lender Statement.............................................................................105

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                                      vii
<PAGE>


EXHIBITS

EXHIBIT A         Legal Description of the Premises
EXHIBIT B         Approved Contracts
EXHIBIT C         Approved Leases
EXHIBIT D         SC Approved Contracts
EXHIBIT E         SC Approved Leases
EXHIBIT F         Legal Description of Washington Center
EXHIBIT G         Legal Description of Academy Plaza
EXHIBIT H         Legal Description of Port Richmond Village
EXHIBIT I         Structure of Borrower
EXHIBIT J         Rent Roll
EXHIBIT K         Structure of SC Owners
EXHIBIT L         SC Rent Rolls
EXHIBIT M         Approved Operating Budget for 2001
EXHIBIT N         SC Approved Operating Budget for 2001




                                      viii

<PAGE>

                                 LOAN AGREEMENT


         THIS LOAN AGREEMENT (as amended, modified, supplemented, extended,
restated or replaced from time to time, this "Agreement"), dated as of October
___, 2001, by and between SWH FUNDING CORP., a New Jersey corporation, having an
office at Two University Plaza, Hackensack, New Jersey 07601 (together with its
successors, assigns and/or participants, "Lender"), and CEDAR INCOME FUND
PARTNERSHIP, L.P., a Delaware limited partnership, having an office c/o Cedar
Bay Realty Advisors, Inc., 44 South Bayles Avenue, Suite 304, Port Washington,
New York 11050 ("Borrower").


                              W I T N E S S E T H:



         WHEREAS, Borrower has heretofore acquired fee title in and to those
certain tracts or parcels of land located in Jacksonville, Florida, as more
particularly described in Exhibit A attached hereto and made a part hereof (the
"Land"), together with the building(s) and other improvements situate thereon
(collectively, the "Premises"); and

        WHEREAS, Borrower desires to borrow the sum of $6,000,000.00 (the "Loan
Amount") from Lender (the "Loan") in order to provide a portion of the equity
required to purchase the Shopping Centers (as hereinafter defined) and to pay a
portion of the Permitted Closing Fees and Costs (as hereinafter defined); and

        WHEREAS, Lender has advised Borrower that, subject to the terms and
conditions of this Agreement and of the Loan Documents (as hereinafter defined),
and in reliance upon the representations, warranties, covenants and undertakings
of Borrower herein and therein contained, Lender is willing to make the Loan to
Borrower on the terms and conditions set forth herein and therein.

        NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and
the recitals hereinabove set forth which are hereby incorporated herein and made
a part hereof, and the mutual promises and agreements herein contained, Lender
and Borrower hereby agree as follows:

                                   ARTICLE 1
                          PARTICULAR TERMS; DEFINITIONS

         The following terms shall have the respective meanings hereinafter
specified for all purposes of this Agreement, and shall be applicable equally to
the singular and plural forms of such terms:

         "Academy Plaza Loan" shall mean that certain loan in the original
principal amount of $11,080,000.00 made by The Chase Manhattan Bank to Academy



<PAGE>

Store, L.P., which loan (a) is secured by, inter alia, a mortgage encumbering
the Shopping Center known as Academy Plaza and (b) is being or has been assumed
by Academy Plaza L.L.C. 1.

         "Affiliate" shall mean, with respect to a specified Person, (a) a
Person who, directly or indirectly through one or more intermediaries, controls,
is controlled by or is under common control with, the specified Person, (b) any
Person who is an officer, director, partner, manager, employee, or trustee of,
or serves in a similar capacity with respect to, the specified Person or of
which the specified Person is an officer, partner, manager or trustee, or with
respect to which the specified Person serves in a similar capacity, (c) if the
Person is an individual, the spouse, issue, or parent of the specified Person,
and (d) any Person which would constitute an Affiliate of any such Person
described in clauses (a) through (d) immediately above.

         "Affirmative Covenant" shall mean a promise or covenant by any Person
to perform. act, suffer, permit or consent.

         "Agreement" shall have the meaning ascribed thereto in the introductory
paragraph hereof.

         "Allowed Financing" shall have the meaning ascribed thereto in Section
4.26 hereof.

         "Allowed Sale" shall have the meaning ascribed thereto in Section 4.26
hereof.

         "Approved Accountants" shall mean one of the so-called "Big Five"
accounting firms or such other independent certified public accountants of
nationally recognized standing selected by the Person required to deliver the
applicable Financial Statements and other reports provided for herein, which
Approved Accountants, if not one of the so-called "Big Five" accounting firms,
shall be subject to Lender's prior written approval not unreasonably to be
withheld.

         "Approved Base Building Work" shall mean any capital improvements to be
made to any portion of the Premises not occupied or intended to be occupied by a
Tenant.

         "Approved Base Building Work Contractor(s)" shall mean, with respect to
any Approved Base Building Work, the contractor(s) selected or approved by
Borrower to perform the Approved Base Building Work, which contractor(s) shall
have been approved by Lender, such approval not unreasonably to be withheld or
delayed. From and after the Effective Date, Borrower shall obtain at least three
(3) arms-length bids from qualified contractors who are not Affiliates of
Borrower or any other Significant Party in respect of all other Approved Base
Building Work and shall provide to Lender all bid materials prepared by or on
behalf of Borrower in connection therewith and all bids received by Borrower.

         "Approved Base Building Work Plans and Specifications" shall mean the
designs, plans and specifications for any Approved Base Building Work, which
designs, plan and specifications shall have been approved by Lender, such
approval not unreasonably to be withheld or delayed.

                                       2
<PAGE>

         "Approved Contracts" shall mean the Contracts set forth on Exhibit B
attached hereto and made a part hereof and any other Contract entered into after
the date hereof in accordance with Section 4.23 hereof.

         "Approved Leases" shall mean all Leases as set forth on Exhibit C
attached hereto and made a part hereof and all Leases entered into after the
Effective Date in accordance with Section 4.6 hereof.

         "Approved Operating Budget" shall have the meaning ascribed thereto in
Section 4.14(d) hereof.

         "Approved Operating Expenses" shall mean all Expenses set forth on the
Approved Operating Budget then in effect in respect of the Premises.

         "Approved Permitted Encumbrances" shall mean the encumbrances set forth
on Schedule B of the Title Policy.

         "Approved Tenant Improvement Contractor(s)" shall mean, with respect to
any Approved Tenant Improvements, the contractor(s) selected or approved by
Borrower to perform any Landlord Work and/or to oversee any Tenant Work, which
contractor(s) have been approved by Lender, such approval not unreasonably to be
withheld. From and after the Effective Date, Borrower shall obtain at least
three (3) arms-length bids from qualified contractors who are not Affiliates of
Borrower or any other Significant Party in respect of all Approved Tenant
Improvements and shall provide to Lender all bid materials prepared by or on
behalf of Borrower in connection therewith and all bids received by Borrower.

         "Approved Tenant Improvement Plans and Specifications" shall mean the
designs, plans and specifications for any Approved Tenant Improvements, which
designs, plans and specifications have been approved by Lender, such approval
not unreasonably to be withheld.

         "Approved Tenant Improvements" shall mean any Tenant Work or Landlord
Work under an Approved Lease which has been approved by Lender. The performance
of the required alterations in accordance with a certain "design intent plan"
under a certain Supplemental Lease Agreement, dated August 17, 2001, between
Borrower and the United States of America, is hereby approved by Lender.

         "Assignees" shall have the meaning ascribed thereto in Section 7.8.1
hereof.

         "Assignment of Agreements, Licenses, Permits and Contracts" shall mean
that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as
of the Effective Date, given by Borrower, as assignor, to Lender, as assignee,
as the same may be amended, modified, supplemented, restated or replaced from
time to time.

         "Assignment of Leases and Rents" shall mean that certain Absolute
Assignment of Leases and Rents, dated as of the Effective Date, given by
Borrower, as assignor, to Lender, as assignee, as the same may be amended,
modified, supplemented, restated or replaced from time to time.

                                       3
<PAGE>

         "Awards" shall have the meaning ascribed thereto in Section 5.7(a)
hereof.

         "Bankruptcy Code" shall mean Title 11 of the United States Code, 11
U.S.C.ss.ss.101 et seq., as amended.

         "Basic Interest" shall mean interest due on the Outstanding Principal
Balance and the aggregate amount of all Monthly Shortfalls calculated at the
Basic Interest Rate on the basis of a 360 day year for the actual number of days
elapsed.

         "Basic Interest Rate" shall mean a fixed rate equal to (a) twelve and
one-half percent (12.5%) per annum, for any Interest Accrual Period or portion
thereof during and through and including the Initial Maturity Date, (b) if the
First Extension is exercised in accordance with and pursuant to Section 2.4(b)
hereof, the greater of (i) fourteen percent (14%) per annum and (ii) the sum of
LIBOR plus eight and one-quarter percent (8.25%) per annum, for any Interest
Accrual Period or portion thereof after the Initial Maturity Date through and
including the First Extension Maturity Date and (c) if the Second Extension is
exercised in accordance with and pursuant to Section 2.4(c) hereof, the greater
of (i) fifteen percent (15%) per annum and (ii) the sum of LIBOR plus nine and
one quarter percent (9.25%) per annum, for any Interest Accrual Period or
portion thereof after the First Extension Maturity Date through and including
the Second Extension Maturity Date.

         "best knowledge" or "knowledge" shall mean, for the purpose of this
Agreement and the other Loan Documents, the actual knowledge of the Person in
question, after having made due inquiry. If any Person with respect to which
this term would be applicable is a corporation, knowledge of such Person shall
refer to actual knowledge of its officers or directors, after having made due
inquiry. If any such Person is a partnership, knowledge of such entity shall
refer to actual knowledge of each of its partners who participates in the
management of such partnership (directly or indirectly), after having made due
inquiry. If any such Person is a limited liability company, knowledge of such
entity shall refer to actual knowledge of its managing member(s), after having
made due inquiry. The knowledge of Borrower for purposes of this definition
shall also include the knowledge of the Manager if it is an Affiliate of
Borrower.

         "Boiler Insurance" shall have the meaning ascribed thereto in Section
5.1.7 hereof.

         "Borrower" shall have the meaning ascribed thereto in the recitals to
this Agreement.

         "Broker" shall have the meaning ascribed thereto in Section 3.28
hereof.

         "Builder's Risk Insurance" shall have the meaning ascribed thereto in
Section 5.1.5 hereof.

                                       4
<PAGE>

         "Business Day" shall mean any day except a Saturday, Sunday or other
day on which commercial banks are required or permitted by law to close in New
York City.

         "Business Insurance" shall have the meaning ascribed thereto in Section
5.1.3 hereof.

         "Capital Adequacy Events" shall have the meaning ascribed thereto in
Section 2.5(a) hereof.

         "Cash Collateral Account" shall have the meaning ascribed thereto in
the Cash Management Agreement.

         "Cash Management Agreement" shall mean that certain Cash Management
Agreement, dated as of the Effective Date, between Borrower and Lender.

         "Change in Control Event" shall mean any transaction or series of
transactions (including by way of merger, consolidation, exchange, dividend,
hypothecation, Transfer, distribution, redemption or similar event) or any other
event (including death, disability, incapacity, dissolution, insolvency,
resignation, withdrawal or similar occurrence) the result of which is either (a)
that Guarantor no longer controls, directly or indirectly, Borrower and/or (b)
that Brentway Management LLC no longer manages the Premises or the Shopping
Centers and/or (c) Leo Ullman no longer controls, directly or indirectly,
Brentway Management LLC.

         "Claim" shall have the meaning ascribed thereto in Section 7.5(b)
hereof.

         "Clearing Account" shall have the meaning ascribed thereto in the Cash
Management Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, together with the regulations promulgated thereunder.

         "Collateral" shall mean all collateral pledged to Lender in respect of
the Loan hereunder or under any of the other Loan Documents.

         "Competitive Business" shall mean the relocation, solicitation,
enticement, inducement, interference with occupancy or other act or omission by
Borrower or the Manager or any other Significant Party or any of their
respective Affiliates concerning any Tenant of the Premises which results in or
may reasonably be anticipated to result in the relocation, surrender,
termination, takeover, removal or movement of any such Tenant from its occupancy
(including any renewal, extension or expansion right and options of such
Tenant), lease, sublease or tenancy at the Premises to any property or building
other than the Premises without Lender's prior written consent in its sole and
absolute discretion.

         "Contract" shall mean (a) any management, brokerage or leasing
agreement or (b) any cleaning, maintenance, service, construction, engineering,
architectural or other contract or agreement of any kind (other than Leases) of
a material nature (materiality for these purposes to include contracts in excess


                                       5
<PAGE>

of $10,000 or which extend beyond one year (unless cancelable on thirty (30)
days or less notice without penalty or premium)), in either case relating to the
ownership, leasing, management, use, operation, maintenance, design, demolition,
construction, repair or restoration of the Premises, whether written or oral.

         "control" (and the correlative terms "controlled by" and "controlling")
shall mean, with respect to a specified Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through ownership of voting securities or
partnership or other ownership interests, by contract or otherwise; provided,
however, that, without limiting the generality of the foregoing, (a) any Person
(including immediate family members of such Person) which owns, directly or
indirectly, securities representing ten percent (10%) or more of the value or
ordinary voting power of a corporation or ten percent (10%) or more of the
partnership or membership or other ownership interests (based upon value or
vote) of any other Person shall always be deemed to control such corporation or
other Person, (b) a general partner shall always be deemed to control any
partnership of which it is a general partner, and (c) a manager or
member-manager of a limited liability company shall always be deemed to control
any limited liability company of which it is a manager or member-manager, as the
case may be.

         "Default" shall have the meaning ascribed thereto in Section 6.1
hereof.

         "Default Rate" shall mean a per annum rate of interest equal to the
lesser of (a) the sum of five percent (5%) plus the then otherwise applicable
Basic Interest Rate per annum and (b) the highest rate permitted by law to be
paid.

         "Designated Officer" shall mean with respect to any Person (a) if such
Person is a corporation, the chief financial officer of such corporation or such
other officer of such corporation as is fully familiar with the financial
affairs of such Person and is reasonably approved by Lender, (b) if such Person
is a partnership, the chief financial officer of such Person's managing general
partner or such other officer of such Person's managing general partner as is
fully familiar with the financial affairs of such Person and is reasonably
approved by Lender, or (c) if such Person is a limited liability company, the
chief financial officer of such Person's managing member or such other officer
of such Person's managing member as is fully familiar with the financial affairs
of such Person and is reasonably approved by Lender.

         "Disbursement Instructions" shall have the meaning ascribed thereto in
the Cash Management Agreement.

         "Discretionary Expenses" shall mean all Expenses which are not
Nondiscretionary Expenses.

         "Disqualified Person" shall have the meaning ascribed thereto in
Section 3.31 hereof.

         "Dollar" or "$" shall mean lawful money of the United States of
America.



                                       6
<PAGE>

         "Easements" shall have the meaning ascribed thereto in Section 3.17
hereof.

         "Effective Date" shall mean the date on which this Agreement is
executed and delivered by Borrower to Lender, as set forth in the introductory
paragraph hereof.

         "Environmental Covenants and Indemnities" shall mean the covenants set
forth in Section 3, and the indemnities set forth in Section 4, of the Hazardous
Waste Indemnity.

         "Environmental Representations" shall mean the representations set
forth in Section 2 of the Hazardous Waste Indemnity.

         "Environmental Reserve Deposits" shall have the meaning ascribed
thereto in Section 7.29 hereof.

         "Environmental Reserve Escrow Account" shall have the meaning ascribed
thereto in Section 7.29 hereof.

         "Environmental Work" shall have the meaning ascribed thereto in Section
7.29 hereof.

         "Equity Fee" shall mean an amount equal to the greater of (a)
$350,000.00 and (b) ten percent (10%) of the difference between (i) the fair
market value of the Shopping Centers and (ii) the acquisition and closing costs
in connection with the purchase of the Shopping Centers, which fair market value
shall be determined by an appraiser reasonably selected by Lender.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the regulations promulgated thereunder from time to time.

         "Eurodollar Business Day" shall mean any Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London, England.

         "Event of Default" shall have the meaning ascribed thereto in Section
6.1 hereof.

         "Exit Fee" shall mean an amount equal to $120,000.00 and, if the
Obligations are not paid and/or performed in full on or prior to October 5,
2002, such amount shall accrue interest compounded monthly until paid in full at
the following rates:

                  (a) from and including October 5, 2002, through and including
the Initial Maturity Date, at a rate of one-third percent (1/3%) per month;

                  (b) from the Initial Maturity Date through and including
November 1, 2005, at a rate of one-half percent (1/2%) per month;

                  (c) from November 1, 2005, through and including the Second
Extension Maturity Date, at a rate of two-thirds percent (2/3%) per month; and

                                       7
<PAGE>

                  (d) thereafter, at a rate of two percent (2%) per month.

         "Expenses" shall mean, in respect of any Interest Accrual Period, all
reasonable and customary costs and expenses actually incurred during such
Interest Accrual Period by Borrower in respect of the ownership and operation of
the Premises (as reasonably adjusted by Lender to reflect, inter alia, timing of
the payment of expenses and such other factors as Lender shall reasonably
determine to be relevant), calculated on a cash basis, including, without
limitation (a) Impositions, (b) Insurance Premiums and (c) management fees in an
amount not to exceed five percent (5%) of Receipts or such greater percentage as
shall be approved by Lender, but expressly excluding, however, (i) costs which
under GAAP are properly classified as capital expenditures and not currently
expensed, (ii) accounting, and legal fees and disbursements not directly related
to the operation of the Premises, (iii) payments of principal or interest under
the Loan, (iv) leasing commissions, tenant improvements, tenant inducements and
allowances and base building work, from time to time (v) amounts expended on
items for which reserves have been established previously and (vi) depreciation
and amortization.

         "Financial Statements" shall mean the financial statements and other
documentation required to be delivered pursuant to Section 4.14 hereof.

         "First Extension" shall have the meaning ascribed thereto in Section
2.4(b) hereof.

         "First Extension Maturity Date" shall mean May 1, 2006.

         "First Extension Notice" shall have the meaning ascribed thereto in
Section 2.4(b) hereof.

         "First Extension Period" shall have the meaning ascribed thereto in
Section 2.4(b) hereof.

         "First Mandatory Prepayment" shall have the meaning ascribed thereto in
Section 2.6 hereof.

         "Flood Insurance" shall have the meaning ascribed thereto in Section
5.1.4 hereof.

         "Funding Fee" shall mean the sum of $225,000.00.

         "GAAP" shall mean generally accepted accounting principles as adopted
by the American Institute of Certified Public Accountants, consistently applied.

         "Governmental Authority" shall mean the United States, the State of New
York, the State of Florida, the City of Jacksonville, the State of Delaware, the
State of Maryland, the State of Pennsylvania, the State of New Jersey, any
jurisdiction in which any of the Collateral is located, and any political
subdivision of any of the foregoing, and any agency, department, commission,
board, court, bureau or instrumentality of any of the foregoing.

         "Guarantor" shall mean Cedar Income Fund, Ltd., a Maryland corporation.

                                       8
<PAGE>

         "Guaranty" shall mean that certain Guaranty, dated as of the Effective
Date, given by Guarantor in favor of Lender, as the same may hereafter be
amended, modified, supplemented, restated or replaced from time to time.

         "Hazardous Substances" shall have the meaning ascribed thereto in the
Hazardous Waste Indemnity.

         "Hazardous Waste Indemnity" shall mean that certain Hazardous Waste
Indemnity with respect to the Premises, dated as of the Effective Date, made
jointly and severally by Borrower and Guarantor to Lender, as same may be
amended, modified, supplemented, restated or replaced from time to time.

         "Holdings" shall mean Cedar Center Holdings L.L.C. 3, a Delaware
limited liability company.

         "Holdings Agreement" shall mean that certain Limited Liability Company
Agreement of Holdings, dated as of September 14, 2001, between Borrower and SWH
Bryant Member LLC, a Delaware limited liability company.

         "Impositions" shall mean all real estate taxes, assessments (including,
without limitation, all assessments for public improvements or benefits),
frontage and sewer rents, water meter charges, charges for public or private
utilities, license or permit fees, inspection fees and other governmental levies
or payments, of every kind and nature whatsoever, general and special, ordinary
and extraordinary, unforeseen as well as foreseen, which at any time may be
assessed, levied, confirmed, imposed or which may become a Lien upon the
Premises, or any portion thereof, or which are payable with respect thereto, or
upon the rents, issues, revenues, income or profits thereof, or on the
occupancy, operation, use, possession or activities thereof, whether any or all
of the same be levied directly or indirectly or as excise taxes or as income
taxes and, except for Lender's Taxes, all taxes, assessments or charges which
may be levied on this Agreement or the Note.

         "Impositions and Insurance Deposits" shall have the meaning ascribed
thereto in Section 7.27.1 hereof.

         "Impositions and Insurance Escrow Account" shall have the meaning
ascribed thereto in Section 7.27.1 hereof.

         "Improvements" shall mean the buildings and improvements now or
hereafter situate on the Land.

         "Indebtedness" shall mean any and all liabilities and obligations owing
by any Person to any Person, including principal, interest, charges, fees,
reimbursements and expenses, however evidenced, whether as principal, surety,
endorser, guarantor or otherwise, direct or indirect, absolute or contingent,
joint or several, due or not due, primary or secondary, liquidated or
unliquidated, secured or unsecured, original, renewed or extended, (a) in
respect of any borrowed money (whether by loans, the issuance and sale of debt


                                       9
<PAGE>

securities or the sale of any property to another Person subject to an
understanding, agreement, contract or otherwise to repurchase such property) or
for the deferred purchase price of any property or services (other than trade
accounts payable or accrued expenses that are or would be incurred in the
ordinary course of business of such Person ("Trade Payables") and payable within
ninety (90) days after the date of delivery of the respective property or the
rendering of the respective service), (b) as lessee under any leases (other than
the Leases) which shall have been or should be, in accordance with GAAP,
recorded as capital leases, (c) under direct or indirect guarantees and
obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise assure any creditor against loss in respect of the obligations of
others, (d) in respect of letters of credit or similar instruments issued or
accepted by banks and other financial institutions for the account of such
indebted Person, or (e) in respect of unfunded vested benefits under plans
covered by ERISA or any similar liabilities to, for the benefit of, or on behalf
of any employees of such indebted Person.

         "Indemnified Parties" shall mean each of Lender, its Affiliates,
Assignees, Participants and their respective successors, assigns, partners,
members, shareholders, officers, directors, employees, agents and attorneys.

         "Initial Maturity Date" shall mean November 1, 2004.

         "Insolvency Laws" shall have the meaning ascribed thereto in Section
7.20 hereof.

         "Insolvent" shall mean (a) the inability of a Person to pay its debts
as they become due and/or (b) if the fair value of such Person's debts is
greater than the fair value of such Person's assets.

         "Insurance Premiums" shall have the meaning ascribed thereto in Section
7.27 hereof.

         "Interest Accrual Period" shall mean, with respect to any Payment Date,
the calendar month preceding such Payment Date, provided that no Interest
Accrual Period shall end later than the Maturity Date (other than for purposes
of calculating interest at the Default Rate), and the initial Interest Accrual
Period under the Loan shall begin on the Effective Date.

         "Interest Reserve Deposit" shall have the meaning ascribed thereto in
Section 7.28 hereof.

         "Interest Reserve Escrow Account" shall have the meaning ascribed
thereto in Section 7.28 hereof.

         "Land" shall have the meaning ascribed thereto in the recitals to this
Agreement.

         "Landlord Work" shall mean any Approved Tenant Improvements required to
be performed by Borrower under the related Approved Lease.



                                       10
<PAGE>

         "Late Charge" shall have the meaning ascribed thereto in Section 2.7(b)
hereof.

         "Law Change" shall have the meaning ascribed thereto in Section 2.9(c)
hereof.

         "Lease" shall mean any lease now or hereafter on or affecting the
Premises, or any part thereof, whether written or oral, and all licenses and
other agreements for the use and/or occupancy of the Premises, or any part
thereof as the same shall have been or shall hereafter be amended.

         "Legal Requirement" shall mean any law, statute, ordinance, order,
rule, regulation, decree or other requirement of a Governmental Authority, and
all conditions of any Permit.

         "Lender" shall have the meaning ascribed to such term in the
introductory paragraph of this Agreement.

         "Lender's Counsel" shall mean Solomon and Weinberg LLP, located in New
York, New York, and any other law firm acting as counsel to Lender.

         "Lender's Counsel Fees" shall mean all reasonable fees and
disbursements of Lender's Counsel.

         "Liability Insurance" shall have the meaning ascribed thereto in
Section 5.1.2 hereof.

         "LIBOR" shall mean, with respect to any Interest Accrual Period, the
rate per annum (rounded upwards, if necessary, to the nearest one-sixteenth
(1/16th) of one percent (1%)) reported, with respect to the initial Interest
Accrual Period, at 11:00 a.m. London time on the date of this Agreement (or if
such date is not a Eurodollar Business Day, the immediately preceding Eurodollar
Business Day), and thereafter, at 11:00 a.m. London time on the date three (3)
Eurodollar Business Days after the tenth (10th) day of the calendar month in
which such Interest Accrual Period commences (each such date, a "LIBOR
Determination Date"), on Dow Jones Telerate Service Page 3750 (British Bankers
Association Settlement Rate) as the non-reserve adjusted London Interbank
Offered Rate for U.S. dollar deposits having a thirty (30) day term and in an
amount of $1,000,000.00 or more (or on such other page as may replace said Page
3750 on that service or such other service or services as may be nominated by
the British Bankers Association for the purpose of displaying such rate, all as
determined by Lender in its sole but good faith discretion). In the event that
(i) more than one such LIBOR is provided, the average of such rates shall apply,
or (ii) no such LIBOR is published, then LIBOR shall be determined from such
comparable financial reporting company as Lender in its sole but good faith
discretion shall determine. LIBOR for any Interest Accrual Period shall be
adjusted from time to time by increasing the rate thereof to compensate Lender
for any increase in aggregate reserve requirements (including, without
limitation, all basic, supplemental, marginal and other reserve requirements and
taking into account any transitional adjustments or other scheduled changes in
reserve requirements during any Interest Accrual Period) after the date hereof


                                       11
<PAGE>

which are required to be maintained by Lender with respect to "Eurocurrency
Liabilities" (as presently defined in Regulation D of the Board of Governors of
the Federal Reserve System) of the same term under Regulation D, or any other
regulations of a Governmental Authority having jurisdiction over Lender of
similar effect.

         "LIBOR Determination Date" shall have the meaning ascribed to such term
in the definition of "LIBOR" above.

         "Liens" shall have the meaning ascribed thereto in Section 4.3 hereof.

         "Limited Partners" shall have the meaning ascribed thereto in Section
3.1.3 hereof.

         "Loan" shall have the meaning ascribed thereto in the recitals of this
Agreement.

         "Loan Amount" shall have the meaning ascribed thereto in the recitals
of this Agreement.

         "Loan Documents" shall mean this Agreement, the Note, the Mortgage, the
Assignment of Leases and Rents, the Assignment of Agreements, Licenses, Permits
and Contracts, the Hazardous Waste Indemnity, the Guaranty, the Cash Management
Agreement, the Pledge and any other document, assignment or agreement now or
hereafter executed by Borrower, or any other Person for the benefit of Lender,
securing, evidencing or otherwise relating to the Loan, including, without
limitation, all Uniform Commercial Code financing statements in connection with
any of the foregoing.

         "Loan Taxes" shall having the meaning ascribed thereto in Section
2.9(a) hereof.

         "Major Decision" shall mean any decision of or on behalf of any
Significant Party (other than Guarantor) to: (a) engage in any business or
activity other than as set forth in such Significant Party's Organizational
Documents in effect as of the Effective Date; (b) incur any Indebtedness or
assume or guaranty any Indebtedness of any other Person, other than in
connection with any business or activity as set forth in such Significant
Party's Organizational Documents in effect as of the Effective Date; (c)
voluntarily dissolve or liquidate, in whole or in part; (d) consolidate or merge
with or into any other Person or convey or transfer its properties and assets
substantially as an entirety to any other Person other than as set forth in such
Significant Party's Organizational Documents in effect as of the Effective Date;
(e) commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect,
including, without limitation, the Bankruptcy Code, or seek the appointment of a
trustee, receiver, liquidator, custodian, examiner or other similar official of
it or any substantial part of its property, or consent to any such relief or to
the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against it, or make a general assignment for
the benefit of creditors, or fail generally to pay its debts as they become due,
or take any action to authorize any of the foregoing; or (f) amend such
Significant Party's Organizational Documents.

                                       12
<PAGE>

         "Major Lease" shall mean any Lease which demises more than 10% of the
leasable square feet of the Premises.

         "Manager" shall have the meaning ascribed thereto in Section 4.13(a)
hereof, and any replacement thereof pursuant to Section 4.13(a) hereof.

         "Material Adverse Change Event" shall mean any change in circumstances
or conditions with respect to the Loan, the Premises, any Tenant under an
Approved Lease, Borrower, any other Significant Party, the Shopping Centers, any
SC Tenant under an SC Approved Lease or any SC Affiliate or prevailing market
conditions which Lender determines, in its sole discretion, may have a material
and adverse effect on (a) the property, business, operations, financial
condition or liabilities of Borrower, any other Significant Party or any SC
Affiliate, (b) the ability of any Significant Party to perform its material
obligations under any of the Loan Documents, including, without limitation, the
timely payment of principal of or interest on the Loan or other amounts payable
in connection therewith by any Significant Party liable therefor, (c) the
ability of Borrower to perform its material obligations under any Approved
Contract or Approved Lease, (d) the ability of any SC Affiliate or any
Significant Party to perform its material obligations under any of the SC Loan
Documents, including, without limitation, the timely payment of principal of or
interest on the applicable SC Loan or other amounts payable in connection
therewith by any SC Affiliate or any Significant Party liable therefor, (e) the
ability of any SC Affiliate or Borrower to perform its material obligations
under any SC Approved Contract or SC Approved Lease, (f) the validity or
enforceability of any of the Loan Documents by or against Borrower or any other
Significant Party, (g) the rights and remedies of Lender under any of the Loan
Documents, (h) without limiting the foregoing, the Premises or any use or
occupancy thereof and/or the Collateral and/or the priority of the Liens thereon
in favor of Lender or (i) without limiting the foregoing, the Shopping Centers
or any use or occupancy thereof.

         "Maturity Date" shall mean the day which is the earlier to occur of (a)
the Initial Maturity Date, if the First Extension is exercised in accordance
with Section 2.4(b) hereof, the First Extension Maturity Date or, if the Second
Extension is exercised in accordance with Section 2.4(c) hereof, the Second
Extension Maturity Date, as applicable, (b) the date on which payment of the
Obligations shall have been accelerated pursuant to the terms of this Agreement
and (c) the date on which Borrower elects in accordance with this Agreement, in
a Prepayment Notice, to pay in full the Obligations.

         "Maximum Amount" shall have the meaning ascribed thereto in Section 2.8
hereof.

         "Mortgage" shall mean that certain Mortgage, Assignment of Leases and
Rents, Security Agreement and Financing Statement, dated as of the Effective
Date, made by Borrower in favor of Lender, as the same may hereafter be amended,
modified, supplemented, increased, consolidated, extended, restated, replaced,
split or severed from time to time.

                                       13
<PAGE>

         "Mortgage Subaccount" shall have the meaning ascribed thereto in the
Cash Management Agreement.

         "Negative Covenant" shall mean a promise or covenant by any Person to
not act, perform, suffer, permit or consent to.

         "Net Proceeds" means the net proceeds of any Allowed Sale, Allowed
Financing or any other sale or financing of the Premises permitted hereunder
after the payment of customary closing costs in connection therewith, which in
any case shall not exceed six percent (6%) of the gross proceeds.

         "Nondiscretionary Expenses" shall mean (a) utilities, wages and
benefits of building employees, payments under Contracts for service and
maintenance and other Expenses attributable to the maintenance, repair and
operation of the Premises which are not in the nature of capital expenditures in
accordance with GAAP, (b) fees payable pursuant to the Management Agreement,
subject to the limitations contained herein, and (c) Impositions and (d)
Insurance Premiums.

         "Note" shall mean that certain Promissory Note, of even date herewith,
made by Borrower to Lender, in the original principal amount of $6,000,000.00,
as the same may hereafter be amended, modified, supplemented, increased,
consolidated, restated, replaced, split, severed, extended or substituted from
time to time.

         "Notices" shall have the meaning ascribed thereto in Section 7.6
hereof.

         "Obligations" shall mean (a) Borrower's obligation to pay the
principal, interest and any other sums payable to Lender in respect of the Loan
hereunder, under the Note, the Mortgage or any of the other Loan Documents,
including, without limitation, all Basic Interest, and (b) as applicable,
Borrower's, Guarantor's and any other Significant Parties' obligation to perform
and observe all of the terms, covenants and provisions of each of the Loan
Documents to which each is a party.

         "Organizational Documents" shall mean, with respect to any Person who
is not a natural person, the certificate or articles of incorporation,
memorandum of association, articles of association, trust agreement, by-laws,
partnership agreement, limited partnership agreement, certificate of partnership
or limited partnership, limited liability company articles of organization,
limited liability company operating agreement or any other organizational
document, and all shareholder agreements, voting trusts and similar arrangements
with respect to its stock, partnership interests, membership interests or other
equity interests.

         "Outstanding Principal Balance" shall mean, as of any date, the
outstanding principal balance of the Loan.

         "Participants" shall have the meaning ascribed thereto in Section 7.8.1
hereof.



                                       14
<PAGE>

         "Partner" and "Partners" shall have the respective meanings ascribed
thereto in Section 3.1.4 hereof.

         "Party In Interest" shall have the meaning ascribed thereto in Section
3.31 hereof.

         "Payment Date" shall mean December 1, 2001 and the first day of each
month thereafter during the Term of the Loan.

         "Permit" shall mean all approvals, consents, registrations, franchises,
permits, licenses, variances, certificates of occupancy and other authorizations
with regard to zoning, landmark, ecological, environmental, air quality,
subdivision, planning, building or land use required by any Governmental
Authority for the construction, lawful occupancy and operation of the
Improvements and the actual and contemplated uses thereof.

         "Permitted Closing Fees and Costs" shall mean (a) the Funding Fee
payable to Lender on the Effective Date, and (b) the costs and fees in
connection with the closing of the Loan described on the closing statement to be
executed by Borrower and Lender on the Effective Date.

         "Permitted Transfer" shall mean any Transfer (a) to a Permitted
Transferee (i) made prior to the occurrence of an Event of Default and (ii)
which does not result in a Change in Control Event, (b) by a Limited Partner of
its limited partnership interest in Borrower which does not result in a Change
in Control Event, (c) of any publicly traded shares of Guarantor which does not
result in a Change in Control Event and (d) to any Person of (i) additional
limited partnership interest in Borrower or (ii) additional shares in Guarantor,
which in either case, does not result in a Change in Control Event.

         "Permitted Transferee" shall mean, at any time after the Effective Date
for so long as there shall not have occurred and be continuing any Event of
Default and provided that there shall not result therefrom a Change in Control
Event, a Transfer by an individual, to (i) such Person's estate, (ii) such
Person's spouse, parent or child or lineal descendant of such Person's spouse,
parent or child, (iii) any trust established for the benefit of such Person or
such Person's spouse, parent or child or lineal descendant of such Persons'
spouse, parent or child, and (iv) the legal representative of such Person in the
event such Person is no longer legally competent to conduct such Person's
affairs.

         "Person" shall mean any individual, partnership, corporation (including
a business trust), limited liability company, joint stock company, estate,
trust, unincorporated association, joint venture or other entity or a government
or an agency or political subdivision thereof.

         "Port Richmond Village Loan" shall mean that certain loan in the
original principal amount of $12,000,000.00, made by The Chase Manhattan Bank to
Port Richmond Associates LLC, which loan (a) is secured by, inter alia, a
mortgage encumbering the Shopping Center commonly known as Port Richmond Village
and (b) is being or has been assumed by Port Richmond L.L.C. 1.

                                       15
<PAGE>

         "Premises" shall have the meaning ascribed thereto in the recitals to
this Agreement.

         "Prepayment Notice" shall have the meaning ascribed thereto in Section
2.6(b) hereof.

         "Prohibited Transaction" shall mean a prohibited transaction as
described under Section 406 of ERISA or Section 4975 of the Code which is not
the subject of a statutory exemption under Section 408(b) of ERISA or an
administrative exemption granted pursuant to Section 408(a) of ERISA.

         "Property Insurance" shall have the meaning ascribed thereto in Section
5.1.1 hereof.

         "Receipts" shall mean, with respect to the applicable periods set forth
in this Agreement, all gross receipts, rents, revenues, income, fees, payments
and consideration derived from any and all sources in any way, manner or respect
relating to and/or arising from the Premises including, without limitation, (a)
gross fixed, minimum and guaranteed rentals or other sums paid by lessees,
sublessees, tenants, subtenants or other occupants, licensees or users of the
Premises to or for the account or benefit of Borrower or any Affiliate thereof,
(b) percentage, overage, additional and similar rentals paid by lessees,
sublessees, tenants, subtenants or other occupants, licensees or users of the
Premises to or for the account or benefit of Borrower or any Affiliate thereof,
(c) amounts paid by lessees, sublessees, tenants, subtenants or other occupants,
licensees or users of the Premises to or for the account or benefit of Borrower
or any Affiliate thereof, pursuant to escalation provisions in Leases or other
agreements or on account of maintenance, operating and tax expenses for the
Premises or utility reimbursements, or otherwise, (d) late charges and interest
paid to or for the account or benefit of Borrower or any Affiliate thereof
pursuant to Leases and amounts paid to or for the account or benefit of Borrower
or any Affiliate thereof as a result of provisions in Leases permitting the
landlord thereunder to receive or share in receipt from the subleasing of space
demised under, or the assignment of, Leases, (e) automobile parking fees and
rentals, if any, other fees, charges or payments, whether or not denominated as
rental, but paid to or for the account or benefit of Borrower or any Affiliate
thereof for or in connection with the rental of any portion of the Premises and
(f) proceeds of any Property Insurance, Business Insurance or Awards received by
or for the account or benefit of Borrower or any Affiliate thereof.

         "Rent Roll" shall mean each rent roll hereafter delivered to Lender
pursuant to Section 4.14 hereof, each of which must indicate, among other
things, whether any Tenant is in arrears in the payment of rent or expense
reimbursement obligations under its Lease, and the duration and amount of any
such arrears. References in this Agreement to the term "Rent Roll" shall mean
and be deemed to refer to the most recent rent roll delivered to Lender, unless
the context otherwise requires.

         "Required Insurance" shall have the meaning ascribed thereto in Section
5.1.8 hereof.



                                       16
<PAGE>

         "Restoration" shall have the meaning ascribed thereto in Section 5.6(b)
hereof.

         "SC Affiliates" shall mean, collectively, each SC Owner, each SC Member
and Holdings and each of them is referred to herein individually as a "SC
Affiliate."

         "SC Approved Base Building Work" shall mean any capital improvements to
be made to any portion of the Shopping Centers not occupied or intended to be
occupied by a SC Tenant.

         "SC Approved Base Building Work Contractor(s)" shall mean, with respect
to any SC Approved Base Building Work, the contractor(s) selected or approved by
the applicable SC Owner to perform the SC Approved Base Building Work, which
contractor(s) shall have been approved by Lender, such approval not unreasonably
to be withheld or delayed.

         "SC Approved Base Building Work Plans and Specifications" shall mean
the designs, plans and specifications for any SC Approved Base Building Work,
which designs, plan and specifications shall have been approved by Lender, such
approval not unreasonably to be withheld or delayed.

         "SC Approved Contracts" shall mean the SC Contracts set forth on
Exhibit D attached hereto and made a part hereof.

         "SC Approved Leases" shall mean the SC Leases set forth on Exhibit E
attached hereto and made a part hereof.

         "SC Approved Operating Budget" shall have the meaning ascribed thereto
in Section 4.35 hereof.

         "SC Approved Operating Expenses" shall mean all SC Expenses set forth
on the SC Approved Operating Budget then in effect in respect of each Shopping
Center.

         "SC Approved Permitted Encumbrances" shall mean the encumbrances set
forth on Schedule B of each SC Title Policy and each SC Loan.

         "SC Approved Tenant Improvement Contractor(s)" shall mean, with respect
to any SC Approved Tenant Improvements, the contractor(s) selected or approved
by the respective SC Owner to perform any SC Landlord Work and/or to oversee any
SC Tenant Work, which contractor(s) have been approved by Lender, such approval
not unreasonably to be withheld. From and after the Effective Date, Borrower
shall cause the applicable SC Affiliate to obtain at least three (3) arms-length
bids from qualified contractors who are not Affiliates of Borrower, any SC
Affiliate or any other Significant Party in respect of all SC Approved Tenant
Improvements and shall provide to Lender all bid materials prepared by or on
behalf of Borrower or the applicable SC Affiliate in connection therewith and
all bids received by Borrower.

                                       17
<PAGE>

         "SC Approved Tenant Improvement Plans and Specifications" shall mean
the designs, plans and specifications for any SC Approved Tenant Improvements,
which designs, plans and specifications have been approved by Lender, such
approval not unreasonably to be withheld.

         "SC Approved Tenant Improvements" shall mean any SC Tenant Work or SC
Landlord Work under an SC Approved Lease which has been approved by Lender.

         "SC Contracts" shall mean (a) any management, brokerage or leasing
agreement or (b) any cleaning, maintenance, service, construction, engineering,
architectural or other contract or agreement of any kind (other than Leases) of
a material nature (materiality for these purposes to include contracts in excess
of $10,000 or which extend beyond one year (unless cancelable on thirty (30)
days or less notice without penalty or premium)), in either case relating to the
ownership, leasing, management, use, operation, maintenance, design, demolition,
construction, repair or restoration of the Shopping Centers, whether written or
oral.

         "SC Environmental Covenants and Indemnities" shall mean the covenants
set forth in Section 3, and the indemnities set forth in Section 4, of the SC
Hazardous Waste Indemnity.

         "SC Environmental Representations" shall mean the representations set
forth in Section 2 of the SC Hazardous Waste Indemnity.

         "SC Expenses" shall mean, in respect of any calendar month, all
reasonable and customary costs and expenses actually incurred during such
calendar month by Borrower or any SC Affiliate in respect of the ownership and
operation of the Shopping Centers (as reasonably adjusted by Lender to reflect,
inter alia, timing of the payment of expenses and such other factors as Lender
shall reasonably determine to be relevant), calculated on a cash basis,
including, without limitation (a) SC Impositions, (b) SC Insurance Premiums and
(c) management fees in an amount not to exceed five percent (5%) of SC Receipts
or such greater percentage as shall be approved by Lender, but expressly
excluding, however, (i) costs which under GAAP are properly classified as
capital expenditures and not currently expensed, (ii) accounting, and legal fees
and disbursements not directly related to the operation of the Shopping Centers,
(iii) payments of principal or interest under the Loan, (iv) leasing
commissions, tenant improvements, tenant inducements and allowances and base
building work, from time to time (v) amounts expended on items for which
reserves have been established previously and (vi) depreciation and
amortization.

         "SC Financial Statements" shall mean the financial statements and other
documentation required to be delivered pursuant to Section 3.65 hereof.

         "SC Hazardous Waste Indemnity" shall mean that certain Hazardous Waste
Indemnity with respect to the Shopping Centers, dated as of the Effective Date,
made jointly and severally by Borrower and Guarantor, as the same may be
amended, modified, supplemented, restated or replaced from time to time.



                                       18
<PAGE>

         "SC Impositions" shall mean all real estate taxes, assessments
(including, without limitation, all assessments for public improvements or
benefits), frontage and sewer rents, water meter charges, charges for public or
private utilities, license or permit fees, inspection fees and other
governmental levies or payments, of every kind and nature whatsoever, general
and special, ordinary and extraordinary, unforeseen as well as foreseen, which
at any time may be assessed, levied, confirmed, imposed or which may become a
Lien upon any Shopping Center, or any portion thereof, or which are payable with
respect thereto, or upon the rents, issues, revenues, income or profits thereof,
or on the occupancy, operation, use, possession or activities thereof, whether
any or all of the same be levied directly or indirectly or as excise taxes or as
income taxes.

         "SC Improvements" shall mean the buildings and improvements now or
hereafter situate on the SC Land.

         "SC Insurance Premiums" shall mean the premiums for the SC Required
Insurance.

         "SC Land" shall mean, with respect to each Shopping Center, those
certain tracts or parcels of land more particularly described in Exhibits F
through H, inclusive, attached hereto and made a part hereof.

         "SC Landlord Work" shall mean any SC Approved Tenant Improvements
required to be performed by the applicable SC Owner under the related SC
Approved Lease.

         "SC Lease" shall mean any lease now or hereafter on or affecting the
Shopping Centers, or any part thereof, whether written or oral, and all licenses
and other agreements for the use and/or occupancy of the Shopping Centers, or
any part thereof as the same shall have been or shall hereafter be amended.

         "SC Lenders" shall mean holders of the SC Loans from time to time.

         "SC Loan Documents" shall mean each of the documents executed or
delivered in connection with each SC Loan.

         "SC Loans" shall mean the Academy Plaza Loan, the Port Richmond Village
Loan and the Washington Center Loan, and each is referred to herein individually
as a "SC Loan."

         "SC Major Lease" shall mean any SC Lease which demises more than 10% of
the leasable square feet of the respective Shopping Center.

         "SC Members" shall mean Academy Plaza L.L.C. 2, Port Richmond L.L.C. 2
and Washington Center L.L.C. 2, and each is referred to herein individually as a
"SC Member."

         "SC Nondiscretionary Expenses" shall mean (a) utilities, wages and
benefits of building employees, payments under SC Contracts for service and
maintenance and other SC Expenses attributable to the maintenance, repair and
operation of the Shopping Centers which are not in the nature of capital


                                       19
<PAGE>

expenditures in accordance with GAAP, (b) fees payable pursuant to the SC
Management Agreements, subject to the limitations contained herein, (c)
Impositions, (d) Insurance Premiums and (e) ground rent payable to the
Department of Transportation.

         "SC Owners" shall mean Academy Plaza L.L.C. 1, Port Richmond L.L.C. 1
and Washington Center L.L.C. 1, and each is referred to herein individually as a
"SC Owner."

         "SC Permits" shall mean all approvals, consents, registrations,
franchises, permits, licenses, variances, certificates of occupancy and other
authorizations with regard to zoning, landmark, ecological, environmental, air
quality, subdivision, planning, building or land use required by any applicable
Governmental Authority for the construction, lawful occupancy and operation of
the SC Improvements and the actual and contemplated uses thereof.

         "SC Receipts" shall mean, with respect to the applicable periods set
forth in this Agreement, all gross receipts, rents, revenues, income, fees,
payments and consideration derived from any and all sources in any way, manner
or respect relating to and/or arising from the Shopping Centers including,
without limitation, (a) gross fixed, minimum and guaranteed rentals or other
sums paid by lessees, sublessees, tenants, subtenants or other occupants,
licensees or users of the Shopping Centers to or for the account or benefit of
the respective SC Affiliate or any Affiliate thereof, (b) percentage, overage,
additional and similar rentals paid by lessees, sublessees, tenants, subtenants
or other occupants, licensees or users of the Shopping Centers to or for the
account or benefit of the respective SC Affiliate or any Affiliate thereof, (c)
amounts paid by lessees, sublessees, tenants, subtenants or other occupants,
licensees or users of the Shopping Centers to or for the account or benefit of
the respective SC Affiliate or any Affiliate thereof, pursuant to escalation
provisions in SC Leases or other agreements or on account of maintenance,
operating and tax expenses for the Shopping Centers or utility reimbursements,
or otherwise, (d) late charges and interest paid to or for the account or
benefit of the respective SC Affiliate or any Affiliate thereof pursuant to SC
Leases and amounts paid to or for the account or benefit of the respective SC
Affiliate or any Affiliate thereof as a result of provisions in SC Leases
permitting the landlord thereunder to receive or share in receipt from the
subleasing of space demised under, or the assignment of, SC Leases, (e)
automobile parking fees and rentals, if any, other fees, charges or payments,
whether or not denominated as rental, but paid to or for the account or benefit
of the respective SC Affiliate or any Affiliate thereof for or in connection
with the rental of any portion of the Shopping Centers and (f) proceeds of any
insurance or Awards received by or for the account or benefit of the respective
SC Affiliate or any Affiliate thereof.

         "SC Rent Rolls" shall mean the Rent Roll for each Shopping Center as
set forth on Exhibit L attached hereto and made a part hereof.

         "SC Required Insurance" shall mean the insurance required pursuant to
Section 5.8 hereof.

         "SC Security Deposits" shall mean, with respect to any SC Lease, all
security deposits, letters of credit, cash, certificates of deposit, securities,


                                       20
<PAGE>

treasury bills, instruments, collateral or other property deposited with the
landlord or otherwise for the landlord's benefit as security for the performance
by the SC Tenant of its obligations under such SC Lease.

         "SC Surveys" shall mean (a) that certain survey of Academy Plaza, dated
August ___, 2000 (revised June 13, 2001 and September 27, 2001), prepared by
John T. Butler, Pennsylvania Registered Professional Land Surveyor No. 27268, as
certified to, without limitation, Borrower, Lender, SWH Bryant Member LLC,
Academy Plaza L.L.C. 1 and Title Company; (b) that certain survey of Port
Richmond Village, dated September 5, 2000 (revised on June 4, 2001 and September
27, 2001), prepared by Langan Engineering and Environmental Services, as
certified to, without limitation, Borrower, Lender, SWH Bryant Member LLC, Port
Richmond L.L.C. 1 and Title Company; and (c) that certain survey of Washington
Center, dated October 10, 1996 (revised January 24, 1997; October 31, 1997;
September 13, 2000; and June 8, 2001), prepared by Albert N. Floyd & Son, as
certified to, without limitation, Borrower, Lender, SWH Bryant Member LLC,
Washington Center L.L.C. 1 and Title Company.

         "SC Tenant" shall mean any tenant, sub-tenant, licensee, concessionaire
or occupant of any space located at any of the Shopping Centers.

         "SC Tenant Allowance(s)" shall mean allowances payable by any SC Owner
to a SC Tenant (or to contractors on behalf of such SC Tenant) under an SC
Approved Lease to compensate such SC Tenant for completed SC Approved Tenant
Improvements or for any other purpose approved by Lender in Lender's reasonable
discretion.

         "SC Tenant Work" shall mean any work to be performed for a SC Tenant at
the Shopping Centers by any Person other than Borrower or any SC Affiliate and
paid for by Borrower or any SC Affiliate pursuant to an SC Approved Lease on the
basis of the progress of completion of such work.

         "SC Title Policies" shall mean (a) that certain title insurance policy
in respect of Academy Plaza, of even date herewith, issued by Title Company to
Academy Plaza L.L.C. 1 under Policy No. 01-2560 A; (b) that certain title
insurance policy in respect of Port Richmond Village, of even date herewith,
issued by Title Company to Port Richmond L.L.C. 1 under Policy No. 01-256013;
and (c) that certain title insurance policy in respect of Washington Center, of
even date herewith, issued by Title Company to Washington Center L.L.C. 1 under
Policy No. 01-LT-0242.

         "Second Extension" shall have the meaning ascribed thereto in Section
2.4(c) hereof.

         "Second Extension Maturity Date" shall mean November 1, 2007.

         "Second Extension Notice" shall have the meaning ascribed thereto in
Section 2.4(c) hereof.

         "Second Extension Period" shall have the meaning ascribed thereto in
Section 2.4(c) hereof.

                                       21
<PAGE>

         "Second Mandatory Prepayment" shall have the meaning ascribed thereto
in Section 2.6 hereof.

         "Security Deposits" shall mean, with respect to any Lease, all security
deposits, letters of credit, cash, certificates of deposit, securities, treasury
bills, instruments, collateral or other property deposited with the landlord or
otherwise for the landlord's benefit as security for the performance by the
Tenant of its obligations under such Lease.

         "Servicer" shall have the meaning ascribed thereto in Section 2.10
hereof.

         "Shopping Centers" shall mean, collectively, (a) the fee simple
interest of Washington Center L.L.C. 1, a Delaware limited liability company, in
that certain parcel of real property and the improvements situate thereon and
the personal property used in connection therewith, commonly known as Washington
Center and located in Sewell, New Jersey, as more particularly described on
Exhibit F attached hereto and made a part hereof, (b) the fee simple interest of
Academy Plaza L.L.C. 1, a Delaware limited liability company, in that certain
parcel of real property and the improvements situate thereon and the personal
property used in connection therewith, commonly known as Academy Plaza and
located in Philadelphia, Pennsylvania, as more particularly described on Exhibit
G attached hereto and made a part hereof, and (c) the fee simple interest of
Port Richmond L.L.C. 1, a Delaware limited liability company, in that certain
parcel of real property and the improvements situate thereon and the personal
property used in connection therewith, commonly known as Port Richmond Village
and located in Philadelphia, Pennsylvania, as more particularly described on
Exhibit H attached hereto and made a part hereof. Each of the Shopping Centers
is referred to herein individually as a "Shopping Center."

         "Short Period Interest" shall mean Basic Interest at the Basic Interest
Rate on the Outstanding Principal Balance for the period commencing on the date
hereof through and including October 31, 2001.

         "Significant Party" shall mean each of Borrower, Guarantor and Manager.

         "Survey" shall mean those certain surveys of the Land, dated December
14, 1985 (revised January 27, 1984; January 7, 1985; April 11, 1986; April 29,
1998; and May 2, 2000) and July 30, 1991 (revised August 19, 1991; September 17,
1991; April 29, 1998; and May 2, 2000), prepared by Robert M. Angas Associates,
Inc., as certified to Borrower, Lender and the Title Company.

         "Tax or Taxes" shall mean any present or future tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature and whatever called,
by, any Governmental Authority and whenever imposed, levied, collected, withheld
or assessed which are not Impositions; provided, however, that "Tax on the
overall net income" of a Person shall be construed as a reference to a tax
imposed by the jurisdiction in which that Person's principal office (and/or, in
the case of Lender, its lending office) is located on all or part of the net
income of that Person.

                                       22
<PAGE>

         "Tenant" shall mean any tenant, sub-tenant, licensee, concessionaire or
occupant of any space located at any of the Premises.

         "Tenant Allowance(s)" shall mean allowances payable by the Borrower to
a Tenant of the Premises (or to contractors on behalf of such Tenant) under an
Approved Lease to compensate such Tenant for completed Approved Tenant
Improvements.

         "Tenant Work" shall mean any work to be performed for a Tenant at the
Premises by any Person other than Borrower and paid for by Borrower pursuant to
an Approved Lease on the basis of the progress of completion of such work.

         "Term" shall mean the period commencing on the Effective Date and
ending on the Maturity Date.

         "Title Company" shall mean New York Land Services, Inc., as agent for
Chicago Title Insurance Co.

         "Title Policy" shall mean that certain title insurance policy in
respect of the Premises, of even date herewith, issued by the Title Company to
Lender under Policy No. 150101587 in the Loan Amount.

         "Trade Payables" shall have the meaning ascribed thereto in the
definition of the term "Indebtedness."

         "Transfer" shall have the meaning ascribed thereto in Section 4.2(a)
hereof.

         "Washington Center Loan" shall mean that certain loan in the original
principal amount of $6,200,000.00, made by Credit Suisse First Boston Mortgage
Capital LLC to Washington Center Shops, L.P., which loan (a) is secured by,
inter alia, a mortgage encumbering the Shopping Center commonly known as
Washington Center and (b) is being or has been assumed by Washington Center
L.L.C. 1.

         "Worker's Compensation Insurance" shall have the meaning ascribed
thereto in Section 5.1.6 hereof.

                                   ARTICLE 2
                                    THE LOAN

         2.1 Loan Funding. On the Effective Date, subject to the terms and
conditions of this Agreement, and relying upon Borrower's representations,
warranties, covenants and undertakings set forth in this Agreement and in the
other Loan Documents, Lender shall disburse the entire Loan Amount to or on
behalf of Borrower. The Loan shall be used by Borrower solely for the purpose of
(a) funding a portion of the equity in connection with the purchase of the
Shopping Centers by certain Affiliates which Borrower controls and (b) paying a
portion of the Permitted Closing Fees and Costs. Borrower's obligation to repay
the Loan shall be evidenced by the Note which shall be due and payable on the
Maturity Date.

                                       23
<PAGE>

         2.2 Interest Rate. Subject to the further provisions of this Agreement,
including, without limitation, Section 2.7(a) hereof, the Outstanding Principal
Balance of the Loan shall bear and accrue interest at the applicable Basic
Interest Rate from the Effective Date through and until the Maturity Date
thereof. Interest at the applicable Basic Interest Rate and interest at the
Default Rate payable under this Agreement shall be computed on the basis of a
360-day year and charged for the actual number of days elapsed. In computing the
number of days during which interest accrues, the day on which funds are
initially advanced shall be included regardless of the time of day such advance
is made, and the day on which funds are repaid shall, subject to Section 2.3.5
hereof, be excluded. Upon the payment in full (to the extent applicable) of all
amounts due and payable under the Loan Documents, the Note shall be fully
extinguished and Borrower shall have no further liability or obligations
thereunder; provided, however, that nothing contained in this Section 2.2 or
elsewhere in the Loan Documents shall extinguish any liability or obligation of
Borrower under this Agreement or any of the other Loan Documents if such
liabilities or obligations are intended to survive payment of the indebtedness
evidenced by the Note.

         2.3 Payments.

             2.3.1 Basic Interest. Prior to the Maturity Date, interest accruing
on the Outstanding Principal Balance of the Loan during each Interest Accrual
Period shall be payable by Borrower monthly in arrears on each Payment Date,
subject to the further provisions of this Agreement; provided, however, Borrower
shall pay Short Period Interest on the date hereof.

             2.3.2 Principal Payments. Prior to the Maturity Date, Borrower
shall make principal payments on each Payment Date as follows:

                  (a) on each Payment Date from and including the first (1st)
Payment Date through and including the third (3rd) Payment Date, $10,000.00;

                  (b) on each Payment Date from and including the fourth (4th)
Payment Date through and including the sixth (6th) Payment Date, $20,000.00;

                  (c) on each Payment Date from and including the seventh (7th)
Payment Date through and including the twelfth (12th) Payment Date, $35,000.00;

                  (d) on each Payment Date from and including the thirteenth
(13th) Payment Date through and including the twenty-fourth (24th) Payment Date,
$45,833.33; and

                  (e) on each Payment Date from and including the twenty-fifth
(25th) Payment Date through and including the thirty-sixth (36th) Payment Date,
$41,666.67.

                                       24
<PAGE>

             2.3.3 Repayment of Outstanding Principal Balance. The entire
Outstanding Principal Balance of the Loan, together with all accrued and unpaid
interest thereon, the Exit Fee, the Equity Fee and all other amounts payable
hereunder or under any of the other Loan Documents shall, to the extent not
sooner paid pursuant to the terms of the Note and the other Loan Documents, be
due and payable in full on the Maturity Date.

             2.3.4 Fees.

                  (a) Exit Fee. The Exit Fee, together with all accrued interest
thereon, shall be due and payable in full on the Maturity Date.

                  (b) Funding Fee. The Funding Fee shall be deemed fully earned
and payable in full on the Effective Date.

                  (c) Equity Fee. The Equity Fee shall be due and payable in
full on the Maturity Date.


             2.3.5 General. All amounts payable to Lender hereunder (including,
without limitation, amounts payable on the Maturity Date pursuant to Section 2.4
hereof) shall be payable, without setoff, deduction or counterclaim, in
immediately available funds, no later than 2:00 P.M. New York City time on the
date when due by wire transfer to such account or address as Lender may from
time to time designate in a written notice to Borrower. Payments received by
Lender in immediately available funds on any day after 2:00 P.M. New York City
time shall be treated for all purposes of the Loan as having been paid and
received by Lender on the next Business Day. Notwithstanding anything to the
contrary contained herein, when any payment is due hereunder or under any of the
other Loan Documents on a day which is not a Business Day, such payment shall be
made on the next succeeding Business Day.

             2.3.6 Net Proceeds. Notwithstanding anything to the contrary
contained herein or in the other Loan Documents, Borrower shall direct all
payments of Net Proceeds to be paid directly to Lender. Lender shall apply all
Net Proceeds actually received by Lender first to accrued and unpaid interest at
the Default Rate and Late Charges, if any, then to accrued and unpaid Basic
Interest, if any, and the balance to the Outstanding Principal Balance, the Exit
Fee, the Equity Fee and any and all other sums due hereunder or under any of the
other Loan Documents; provided, however, if an Event of Default exists, Lender
may apply such Net Proceeds in such manner and such order of priority as Lender
shall elect in its sole and absolute discretion.

         2.4 Loan Term.

                  (a) The Loan shall mature on the Maturity Date, at which time
the Loan shall be due and payable in full. On the Maturity Date, Borrower shall
pay to Lender the entire unpaid balance of the Outstanding Principal Balance of
the Loan, together with all accrued and unpaid interest thereon (including,
without limitation, the aggregate Monthly Shortfalls, and interest thereon),
accrued and unpaid, the Exit Fee, the Equity Fee and all other amounts payable
hereunder or under any of the other Loan Documents, including, if applicable,
interest at the Default Rate and Late Charges.

                                       25
<PAGE>

                  (b) Borrower shall have the right to extend the Initial
Maturity Date for eighteen (18) months to the First Extension Maturity Date (the
"First Extension"; such eighteen (18) month period, the "First Extension
Period"), provided, that (i) as of both the date of delivery of the First
Extension Notice and the Initial Maturity Date, there shall not have occurred
and be continuing any Default or Event of Default, (ii) Borrower shall have
given to Lender written notice (the "First Extension Notice") of Borrower's
intention to so extend the Initial Maturity Date, which First Extension Notice
must be received by Lender at least sixty (60) days and not more than ninety
(90) days prior to the Initial Maturity Date, (iii) Borrower shall have executed
and delivered to Lender such additional agreements and provided or caused to be
provided to Lender, at Borrower's expense, such further assurances as Lender
shall reasonably require in order to confirm the first lien priority of the
Mortgage and any other collateral security interest to Lender pursuant to the
Loan Documents, (iv) Borrower shall have delivered to Lender, together with the
First Extension Notice, (A) such additional reserves and escrows in immediately
available federal funds, to the extent required, in accordance with Sections
7.27 and 7.28 hereof and (B) insurance policies required under Section 5 hereof
evidencing coverage through the First Extension Maturity Date, together with
evidence of fully paid premiums therefor and (v) the Outstanding Principal
Balance is greater than $500,000.00 as of the Initial Maturity Date.

                  (c) Borrower shall have the right to extend the First Maturity
Date for eighteen (18) months to the Second Extension Maturity Date (the "Second
Extension"; such eighteen (18) month period, the "Second Extension Period"),
provided, that (i) as of both the date of delivery of the Second Extension
Notice and the Second Maturity Date, there shall not have occurred and be
continuing any Default or Event of Default, (ii) Borrower shall have given to
Lender written notice (the "Second Extension Notice") of Borrower's intention to
so extend the First Maturity Date, which Second Extension Notice must be
received by Lender at least sixty (60) days and not more than ninety (90) days
prior to the First Maturity Date, (iii) Borrower shall have executed and
delivered to Lender such additional agreements and provided or caused to be
provided to Lender, at Borrower's expense, such further assurances as Lender
shall reasonably require in order to confirm the first lien priority of the
Mortgage and any other collateral security interest to Lender pursuant to the
Loan Documents and (iv) Borrower shall have delivered to Lender, together with
the Second Extension Notice, (A) such additional reserves and escrows in
immediately available federal funds, to the extent required, in accordance with
Sections 7.27 or 7.28 hereof and (B) insurance policies required under Section 5
hereof evidencing coverage through the Second Extension Maturity Date, together
with evidence of fully paid premiums therefor.

         2.5 Change In Law, Etc.

                  (a) If Lender shall have determined that the applicability of
any law, rule, regulation or guideline adopted after the Effective Date pursuant
to or arising out of the July 1988 report of the Basle Committee on Banking
Regulations and Supervisory Practices entitled "International Convergence of


                                       26
<PAGE>

Capital Measurement and Capital Standards," or the adoption after the Effective
Date of any other law, rule, regulation or guideline (including, without
limitation, any United States law, rule, regulation or guideline) regarding
capital adequacy, or any change becoming effective after the Effective Date in
any of the foregoing or in the enforcement or interpretation or administration
of any of the foregoing by any court or any domestic or foreign governmental
authority, central bank or comparable agency charged with the enforcement or
interpretation or administration thereof, or compliance by Lender or its holding
company, as the case may be, with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on the capital of Lender or Lender's holding company, as the case may be,
to a level below that which Lender or its holding company, as the case may be,
could have achieved but for such applicability, adoption, change or compliance
(taking into consideration Lender's or its holding company's, as the case may
be, policies with respect to capital adequacy) (the foregoing being hereinafter
referred to as "Capital Adequacy Events"), then, upon demand by Lender, Borrower
shall pay to Lender, from time to time, such additional amount or amounts as
will compensate Lender for any such reduction suffered.

                  (b) Any amount payable by Borrower under Section 2.5(a) hereof
shall be paid to Lender within five (5) Business Days of receipt by Borrower of
a certificate signed by an officer of Lender setting forth the amount due and
the basis for the determination of such amount, which statement shall be
conclusive and binding upon Borrower, absent manifest error. Failure on the part
of Lender to demand payment from Borrower for any such amount attributable to
any particular period shall not constitute a waiver of Lender's right to demand
payment of such amount for any subsequent or prior period. Lender shall use
reasonable efforts to deliver to Borrower prompt notice of any event described
in Section 2.5(a) hereof and of the amount to be paid under this Section 2.5 as
a result thereof; provided, however, that any failure by Lender to so notify
Borrower shall not affect Borrower's obligation to make the payments to be made
under this Section 2.5 as a result thereof. All amounts which may become due and
payable by Borrower in accordance with the provisions of this Section 2.5 shall
constitute additional interest hereunder and shall be secured by the Loan
Documents.

                  (c) If Lender requests compensation for any losses or costs to
be reimbursed pursuant to any one or more of the provisions of Section 2.5(a)
hereof, then, upon request of Borrower, Lender shall use reasonable efforts, in
a manner consistent with such institution's practice in connection with loans
like the Loan in question, to designate a different lending office for funding
or booking the Loan in question or to assign its rights and obligations under
this Agreement to another of its offices, branches or Affiliates if such
designation or assignment, in Lender's sole but good faith judgment, (i) would
eliminate, mitigate or reduce amounts payable by Borrower in connection with
Capital Adequacy Events and (ii) would not be otherwise prejudicial to Lender.
Borrower hereby agrees to pay all reasonably incurred costs and expenses
incurred by Lender in connection with any such designation or assignment.

                                       27
<PAGE>

         2.6 Prepayment.

                  (a) Borrower may voluntarily prepay the Loan, in whole or in
part, provided that, (i) Borrower has given Lender written notice (a "Prepayment
Notice") of such prepayment not more than thirty (30) days and not less than ten
(10) days prior to the date of such prepayment and (ii) such prepayment is
accompanied by (A) all interest accrued and unpaid on the Outstanding Principal
Balance to and including the date of such prepayment and (B) all other amounts,
if any, then due and payable hereunder and under the other Loan Documents;
provided however, that, if at the time such prepayment is made Lender has not
received six (6) full months of Interest at the Basic Interest Rate on the
original principal balance of the Loan (the "Minimum Interest Amount"), then, in
addition to any other amount payable by Borrower to Lender, Borrower shall pay
to Lender on the date of such prepayment an amount equal to the difference
between (A) the Minimum Interest Amount and (B) the amount of interest on the
Loan previously paid to Lender (the "Minimum Interest Payment"); provided,
however, that the Minimum Interest Payment does not need to be paid in
connection with a prepayment made with Net Proceeds.

                  (b) Mandatory prepayments made in connection with the
application of insurance proceeds or condemnation awards shall be paid in the
amounts and at the times specified in this Agreement.

                  (c) In addition to all other payments to be made by Borrower
hereunder or under the other Loan Documents, Borrower shall make the following
mandatory prepayments:

                           (i) $4,500,000.00 on or prior to the twelfth (12th)
Payment Date (the "First Mandatory Prepayment"); and

                           (ii) $300,000.00 on or prior to the eighteenth (18th)
Payment Date (the "Second Mandatory Prepayment).

         2.7 Default Interest; Late Charge.

                  (a) If any payment of principal, interest or other sum payable
hereunder, or under any of the other Loan Documents, is not paid when due (after
the expiration of any applicable notice or cure periods), or all principal,
interest and all other amounts due hereunder and under the other Loan Documents
are not paid in full on the Maturity Date, such principal amount, interest or
other sum shall bear interest at the Default Rate, which Default Rate shall so
apply from the date such amount was due until the date such amount is
indefeasibly paid to Lender. Without limiting the foregoing, upon the occurrence
of, and during the continuance of, an Event of Default, the entire Outstanding
Principal Balance of the Loan shall bear interest at the Default Rate. Interest
at the Default Rate shall be paid immediately upon demand, which demand may be
made as frequently as Lender shall elect.

                  (b) If any monthly installment of interest or principal is not
paid within five (5) Business Days after the date when due, or if any other
amount payable hereunder or under any other Loan Document is not paid when due,


                                       28
<PAGE>

Borrower shall pay to Lender a late charge of five percent (5%) of the amount so
overdue (a "Late Charge") in order to defray part of the expense incident to
handling such delinquent payment or payments. Such late charge shall be
immediately due and payable without notice or demand by Lender. Such late charge
shall be in addition to, and separate from, any increase in interest due
hereunder as a result of calculation of interest due hereunder at the Default
Rate. Acceptance by Lender of any late charge or interest at the Default Rate
shall not be deemed a waiver of any of Lender's rights hereunder or under the
other Loan Documents with respect to such late payment.

                  2.8 Maximum Amount of Interest. It is the intention of
Borrower and Lender to conform strictly to the usury and other laws relating to
interest from time to time in force, and all agreements between Borrower and
Lender, whether now existing or hereafter arising and whether oral or written,
are hereby expressly limited so that in no contingency or event whatsoever,
whether by acceleration or maturity or otherwise, shall the amount paid or
agreed to be paid to Lender, or collected by Lender for the use, forbearance or
detention of the money to be loaned under the Note, this Agreement or otherwise,
or for the payment or performance of any covenant or obligation contained herein
or in any of the other Loan Documents or in any other document evidencing,
securing or pertaining to the Loan, exceed the maximum amount of interest
allowable under applicable law (the "Maximum Amount"). If under any
circumstances whatsoever fulfillment of any provision hereof or of any other
Loan Document, at the time performance of such provision shall be due, shall
involve transcending the Maximum Amount, then ipso facto, the provisions of this
Section 2.8 shall govern and control and the obligation to be fulfilled shall be
reduced to the Maximum Amount. For the purposes of calculating the actual amount
of interest paid and or payable, in respect of laws pertaining to usury or such
other laws, all amounts paid or agreed to be paid to Lender for the use,
forbearance or detention of the Loan shall, to the extent permitted by
applicable law, be amortized, allocated and spread from the date of disbursement
of the proceeds of the Loan until payment in full of the Loan, so that the
actual rate of interest on account of the Loan is uniform throughout the Term.
If under any circumstances Lender shall ever receive an amount deemed interest
by applicable law, which would exceed the Maximum Amount, such amount that would
be excessive interest under applicable usury laws shall be deemed a payment in
reduction of the Outstanding Principal Balance and shall be so applied and not
to the payment of interest, or if such excessive interest exceeds the
Outstanding Principal Balance of the Loan, such excessive interest shall be
deemed to have been a payment made by mistake and shall be refunded to the
Borrower or to any other Person making such payment on the Borrower's behalf.
Neither Borrower nor any of the other Persons required to pay any amounts with
respect to the Loan shall have any action or remedy against Lender for any
damages whatsoever, or any defense to enforcement of this Agreement, the Note,
the Mortgage or any of the other Loan Documents, arising out of the payment or
collection of any interest in excess of the Maximum Amount.



                                       29
<PAGE>

         2.9 Loan Taxes.

                  (a) Any and all payments by Borrower to Lender hereunder and
under the other Loan Documents shall, provided that Lender complies with the
requirements of Section 2.9(c) hereof, be made free and clear of, and without
deduction for, any and all future taxes, levies, imposts, deductions, charges,
withholdings or liabilities with respect thereto, except for the following, for
which Borrower shall not be responsible: (i) taxes imposed on or measured by
Lender's net income or net receipts and or (ii) franchise taxes imposed on
Lender by the jurisdiction in which (A) Lender is organized, (B) Lender is
"doing business" (unless such determination of "doing business" is made solely
as a result of Lender's interest in the Loan and the security therefor) or (C)
Lender's applicable lending office is located (all such taxes, levies, imposts,
deductions, charges or withholdings and liabilities (except those described in
the foregoing clauses (i) and (ii) immediately above), collectively, the "Loan
Taxes"). If Borrower shall be required by any law adopted after the Effective
Date to deduct or withhold any Loan Taxes from or in respect of any sum payable
hereunder or under any other Loan Document, then (I) any such sum payable
hereunder or under any other Loan Document shall be increased as may be
necessary so that after making all required deductions or withholdings
(including deductions applicable to additional sums payable under this Section
2.9), Lender receives an amount equal to the sum it would have received had no
such deductions or withholdings (including deductions applicable to additional
sums payable under this Section 2.9) been made, (II) Borrower shall make such
deductions or withholdings, and (III) Borrower shall pay the full amount
deducted or withheld to the relevant taxing authority in accordance with
applicable law. Borrower will indemnify Lender for the full amount of any Loan
Taxes (including, without limitation, any Loan Taxes (as well as taxes described
in clauses (i) and (ii) of the second preceding sentence) imposed by any
jurisdiction after the Effective Date on any amounts payable under this Section
2.9) paid or payable by Lender and any liability (including, without limitation,
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Loan Taxes were correctly or legally asserted. A certificate
as to the amount of such payment or liability delivered to Borrower by Lender
shall be conclusive absent manifest error. The agreements and obligations of
Borrower contained in this Section 2.9 shall survive the payment in full of
principal and interest under this Agreement, the Note and other Loan Documents.

                  (b) Within thirty (30) days after the date of any payment of
Loan Taxes withheld by Borrower in respect of any payment to Lender, Borrower
will furnish to Lender the original or a certified copy of a receipt or other
evidence satisfactory to Lender evidencing payment thereof.

                  (c) If Lender is a U.S. Person (other than the lender
originally named herein), Lender shall deliver to Borrower, upon request, a Form
W-9 (unless it establishes to the reasonable satisfaction of Borrower that it is
otherwise eligible for an exemption from backup withholding tax or other
withholding tax). If Lender is not a U.S. Person, Lender shall deliver to
Borrower, upon request, a Form W-8 and either (i) a Form 1001 which indicates a
0% rate of tax or (ii) a Form 4224. If Lender is not a U.S. Person, Lender


                                       30
<PAGE>

further undertakes to deliver to Borrower additional Forms W-8, 1001, 4224 (or
any successor forms) or other manner of certification, as the case may be, (A)
on or before the date that any such form expires or becomes obsolete, (B) after
the occurrence of any event requiring a change in the most recent form
previously delivered by it to Borrower, and (C) such extensions or renewals
thereof as may reasonably be requested by Borrower, certifying that Lender is
entitled to receive payments hereunder without deduction or withholding of any
Loan Taxes. However, in the event that any change in law, rule, regulation,
treaty or directive, or in the interpretation or application thereof (a "Law
Change"), has occurred prior to the date on which any delivery pursuant to the
preceding sentence would otherwise be required which renders such form
inapplicable, or which would prevent Lender from duly completing and delivering
any such form, or if such Law Change results in Lender being unable to deliver a
Form W-9 (or other satisfactory evidence that it is otherwise eligible for an
exemption from backup withholding tax or other withholding tax), Lender shall
not be obligated to deliver such forms but shall, promptly following such Law
Change, but in any event prior to the time the next payment hereunder is due
following such Law Change, advise Borrower in writing whether it is capable of
receiving payments without any deduction or withholding of Loan Taxes. In the
event of such Law Change, Borrower shall have the obligation to make Lender
whole and to "gross-up" under Section 2.9(a) hereof, despite the failure by
Lender to deliver such forms.

                  (d) If Lender receives a refund in respect of Loan Taxes paid
by Borrower, it shall promptly pay such refund, together with any other amounts
paid by Borrower pursuant to Section 2.9(a) hereof in connection with such
refunded Loan Taxes, to Borrower; provided, however, that Borrower agrees to
promptly return such refund to Lender if it receives notice from Lender that it
is required to repay such refund. Nothing contained herein shall be construed to
require Lender to seek any refund and Lender shall have no obligation to
Borrower to do so.

                  (e) All amounts payable under this Section 2.9 shall
constitute additional interest hereunder and shall be secured by the Mortgage
and the other Loan Documents. The provisions of this Section 2.9 shall survive
any payment or prepayment of the Loan.

                  (f) Any reference under this Section 2.9 to "Lender" shall be
deemed to include any Participant and any Assignees.

         2.10 Servicing. The Loan may, in Lender's sole and absolute discretion,
be serviced by a third party loan servicer (together with any successor servicer
selected by Lender in its sole discretion, the "Servicer"). Lender may change
the Servicer from time to time without the consent of Borrower, on notice to
Borrower; provided, however, that Borrower shall not be required to pay the fees
charged by Servicer.

                                   ARTICLE 3
               CERTAIN REPRESENTATIONS AND WARRANTIES OF BORROWER

         As an inducement to Lender to enter into this Agreement and to make the
Loan, Borrower hereby represents and warrants as follows, which representations
and warranties shall be true and correct on and as of the Effective Date, shall


                                       31
<PAGE>

survive the Effective Date and shall be deemed restated during the Term and, as
restated, shall remain true and correct in all material respects until payment
in full and/or performance, as applicable, of the Obligations, except to the
extent there exist any changes in facts or circumstances which, pursuant to the
terms of this Agreement or the other Loan Documents, are permitted to have
occurred:

         3.1 Borrower Organization, Enforceability, Etc.

             3.1.1 Borrower Status. Borrower (a) is a limited partnership, duly
formed, validly existing and in good standing under the laws of the State of
Delaware; (b) is in good standing under the laws of, and is authorized to
transact business in, all jurisdictions where it conducts business; (c) has all
requisite power and authority to own and operate the Premises and to carry on
its business as now being conducted; and (d) has full right, power and authority
to execute and deliver to Lender this Agreement and the other Loan Documents to
which it is a party and perform the obligations and carry out the duties imposed
upon Borrower by this Agreement and the other Loan Documents. All Loan Documents
to be executed by Borrower have been (or, prior to their execution and delivery,
will have been) duly authorized, approved, executed and delivered by all
necessary parties and constitute (or, upon execution and delivery, will
constitute) the legal, valid and binding obligations of Borrower, enforceable
against Borrower in accordance with their respective terms. Borrower holds all
licenses, certificates and permits from all applicable Governmental Authorities
necessary for the ownership of the Premises and the conduct of business in order
to prevent any materially adverse effect on the Premises, or the ability of
Borrower to perform under the Loan Documents.

             3.1.2 Guarantor/General Partner Status. Guarantor (a) is a
corporation duly formed, validly existing and in good standing under the laws of
the State of Maryland; (b) is in good standing under the laws of, and is
authorized to transact business in, all jurisdictions where it conducts
business; (c) has all requisite power and authority to own its properties and to
carry on its business as now being conducted; (d) is the sole general partner of
Borrower, and owns a twenty-nine percent (29%) partnership interest in Borrower,
free and clear of all liens, claims, and encumbrances, except as otherwise
contemplated or permitted under this Agreement, and does not own any legal or
beneficial ownership interest in any other Person; (e) has full right, power and
authority to execute and deliver this Agreement and the other Loan Documents on
its own behalf and on behalf of Borrower; and (f) shall have full right, power
and authority to make all material business decisions for Borrower during the
Term.

             3.1.3 Status of Limited Partners. In addition to Guarantor, as of
the date hereof, the only other partner in Borrower is Cedar Bay Company, a New
York general partnership ("Limited Partner"), which Limited Partner is solely a
limited partner of Borrower.

             3.1.4 No Other Partners. Guarantor and Limited Partner
(collectively, the "Partners" and, each, individually, a "Partner") are the sole
partners of Borrower.

                                       32
<PAGE>

             3.1.5 Structure of Borrower. The structural chart of Borrower set
forth on Exhibit I attached hereto and made a part hereof is true, complete and
correct in all respects.

             3.1.6 Guarantor. All Loan Documents executed by Guarantor
constitute the legal, valid and binding obligations of Guarantor, enforceable
against Guarantor in accordance with their respective terms.

         3.2 Borrower Address. Borrower's principal place of business is at the
address first set forth above, and shall not be changed during the Term without
giving Lender at least thirty (30) days' prior notice thereof. Borrower uses no
trade name and has not and will not do any business under any other name.

         3.3 Organizational Documents. A true and complete copy of Borrower's
Organizational Documents have been furnished to Lender. Borrower's
Organizational Documents constitute the entire agreement among the Partners and
are binding upon and enforceable against the Partners in accordance with their
respective terms. There are no other agreements, written or oral between the
Partners relating to Borrower except any agreements to which Lender is also a
party. No party is in default of its obligations under Borrower's Organizational
Documents and no condition exists which, with the giving of notice and/or the
passage of time, or both, would constitute a default under Borrower's
Organizational Documents.

         3.4 Guarantor's Organizational Documents. A true and complete copy of
the Organizational Documents of Guarantor have been furnished to Lender. The
Organizational Documents of Guarantor constitute the entire agreement relating
to Guarantor and are binding upon and enforceable against the shareholders of
Guarantor in accordance with their respective terms. There are no other
agreements, oral or written, between the shareholders of Guarantor, relating to
Guarantor. No party is in default of its obligations under the Organizational
Documents of Guarantor and no condition exists which, with the giving of notice
and/or the passage of time, or both, would constitute a default under the
Organizational Documents of Guarantor.

         3.5 Title. Fee simple title to the Premises is owned by Borrower, free
and clear of all liens, claims, encumbrances, covenants, conditions,
restrictions, security interests and claims of others, except for the Loan
Documents and the Approved Permitted Encumbrances.

         3.6 Valid Liens. Subject to the Approved Permitted Encumbrances, the
Mortgage is a good and valid mortgage lien on the Premises and a good and valid
security interest in the personal property described in the Mortgage.

         3.7 Uses. The Premises consist solely of an approximately 79,000 square
foot office/flex space building.

         3.8 No Structural Defects. There are no structural defects in the
Improvements, or material defects to the building systems thereof.

                                       33
<PAGE>

         3.9 Compliance with Zoning, Etc.

                  (a) The Premises shall comply in all material respects with
all applicable Legal Requirements. Any zoning or subdivision approval is based
on no real property, or rights appurtenant thereto, other than the Premises. The
Premises as improved and used are not in material violation of any recorded and,
to the best knowledge of Borrower, unrecorded air rights parcel leases,
covenants, conditions or restrictions of any kind or nature affecting all or any
part of the Premises, or any interest therein. The Improvements can be fully
rebuilt in the event of casualty or destruction thereof under the Permits
applicable to the Premises, subject, however, to non-discretionary requirements
of any Governmental Authority. No amendment or change in any such material
Permit, and no amendment or change in zoning or any other land use control, has
been sought or obtained by Borrower, or any Affiliate of Borrower, or shall be
sought or obtained by Borrower or any Affiliate of Borrower, with respect to the
Premises or the Improvements, except as specifically approved in writing by
Lender.

                  (b) All Permits required by any Governmental Authority for the
operation of the Improvements as currently operated, or otherwise required to be
in compliance with any Environmental Laws or any other Legal Requirements, have
been obtained. The copy of the certificate of occupancy for the Premises
delivered to Lender prior to the date hereof is a true and correct copy of the
permanent certificate of occupancy for the Premises, which permanent certificate
of occupancy remains in full force and effect, and is not subject to any
conditions or limitations, other than those of general applicability to all
certificates of occupancy for commercial uses in Jacksonville, Florida.

                  (c) Borrower has heretofore delivered to Lender true, correct
and complete copies of each material Permit.

                  (d) There are no pending or, to the best knowledge of
Borrower, threatened actions, suits or proceedings to revoke, attack,
invalidate, rescind or modify the zoning of the Premises, or any material
Permits issued with respect to the Premises or any part thereof, or asserting
that such Permits or the zoning of the Premises do not permit the use of the
Premises as contemplated by the Loan Documents.

         3.10 No Condemnation. Borrower has not received any notice of, and to
the best knowledge of Borrower, there does not exist, any actual, proposed or
threatened exercise of the power of eminent domain or other taking by any
governmental or quasi-governmental body or agency, of all or any portion of the
Premises, or any interest therein, or any right of access thereto.

         3.11 No Casualty. The Improvements have suffered no material casualty
or damage which has not been fully repaired and the cost thereof fully paid.

         3.12 Purchase Options. Neither the Premises nor any part thereof are
subject to any purchase options or other similar rights in favor of any Person
not a party hereto.

                                       34
<PAGE>

         3.13 No Encroachments. There are no material encroachments on the Land
and the Improvements do not encroach upon any Easement, any other interest in
real property, any adjoining land or any adjoining street, except as set forth
on the Survey.

         3.14 Litigation. There are no actions, suits, proceedings,
arbitrations, tenant disputes, labor disputes or governmental investigations
pending, or, to the best knowledge of Borrower, threatened against or affecting
any Significant Party or any Affiliate thereof, or, the Premises which, if
adversely determined, (a) could have a material adverse effect on any
Significant Party or the Premises, or any such Person's ability to perform its
obligations pursuant to and as contemplated by this Agreement and the other Loan
Documents, (b) might affect the validity or enforceability of any of the Loan
Documents or the priority of the Liens thereof, or (c) could adversely affect
the use of, operations at, or capital improvements being made to, the Premises.
No Significant Party is operating under, or is subject to, any order, writ,
injunction, decree or demand of any court or any Governmental Authority. No
actions, suits, proceedings or arbitrations are pending or, to the best
knowledge of Borrower, threatened against any Significant Party or any Affiliate
thereof which involve claims, damages or sums of money not covered (including
all applicable deductibles) by insurance.

         3.15 No Conflict with Law or Agreements. The execution and delivery of
this Agreement and the other Loan Documents, and the performance and
consummation of the transactions, contemplated hereby and thereby, on the part
of Borrower and all other Significant Parties (as applicable) and fulfillment of
the terms of the Loan Documents by Borrower and all other Significant Parties
(as applicable), (a) do not and will not conflict with, violate, or constitute a
default (or a condition or event which, after notice or lapse of time, or both,
would constitute such a default) under any provision of any Organizational
Document or any contractual obligation of Borrower or any other Significant
Party, or any Legal Requirement or any court decree or order applicable to the
Premises, Borrower or any other Significant Party, (b) will not result in, or
require, the creation or imposition of any lien or encumbrance on, or conveyance
of, any of Borrower's properties pursuant to any contractual obligation, (c) do
not require the consent or approval of any Governmental Authority or other
Person, except for consents and approvals already obtained.

         3.16 Personal Property. All equipment and other personal property
necessary for (or otherwise actually used in connection with) the proper and
efficient operation and maintenance of the Premises, the actual and contemplated
uses of the Premises, and Borrower's compliance with its obligations under the
Leases, are owned by Borrower and constitute part of the Premises subject to the
Mortgage and located thereat, other than (a) any such equipment which is owned
by a utility company or (b) any such equipment and personal property which is
owned by Tenants and utilized solely by such Tenants.

         3.17 Easements; Access; Utilities. All easements, cross easements,
licenses, air rights, and rights-of-way or other similar property interests
(collectively, "Easements"), if any, necessary for the full utilization of the
Improvements for their current use have been obtained, are described in the
Title Policy, and are in full force and effect without default thereunder. The


                                       35
<PAGE>

Premises has direct rights of access to public ways and is served by water,
sewer, sanitary sewer and storm drain facilities adequate to service the
Premises for its intended use. All public utilities necessary or convenient to
the full use and enjoyment of the Premises are located either in the public
right of way abutting the Premises (which are connected so as to serve the
Premises without passing over other property) or in recorded easements serving
the Premises and described in the Title Policy. All roads necessary for the use
of the Premises for its current purposes have been completed and are available
for public use.

         3.18 No Flood Hazard, Etc. Except as set forth in the Survey, (a) the
Premises are not situated in an area designated as having special flood hazards
as defined by the Flood Disaster Protection Act of 1973, as amended, or
designated a wetlands by any Governmental Authority having jurisdiction over the
Premises, or (b) the Premises are situated in an area designated as having
special flood hazards as defined by the Flood Disaster Protection Act of 1973,
as amended, or as a wetlands by any Governmental Authority having jurisdiction
over the Premises, but Borrower has obtained and paid for, and there is
currently in effect, the flood insurance comprising a part of the Required
Insurance. No portion of the Premises is located on or adjacent to navigable
waters and no portion of the Premises consists of filled-in land.

         3.19 Premises Taxed as a Separate Tax Lot. The Premises are taxed as
one or more separate and distinct tax lots. No part thereof shares a tax lot
with any adjoining lands and for all purposes the Premises may be mortgaged,
conveyed and otherwise dealt with as a single, independent parcel.

         3.20 Leases.

                  (a) Borrower has not entered into any Lease which continues in
existence, and is not bound by any such Lease, other than the Approved Leases.

                  (b) Rent has not been collected under any of the Leases more
than one (1) month in advance of the due date. Except as disclosed on the Rent
Roll attached hereto as Exhibit J, the term of each Lease has commenced and the
tenant has commenced the full payment of rent under such Lease without the
tenant thereunder being entitled to any abatement thereof. Except as disclosed
on the Rent Roll attached hereto as Exhibit J, the Borrower is not required to
perform any tenant work or pay any work allowances under any Lease. All security
and other escrow deposits made under any Lease are being, and have been held, in
accordance with all Legal Requirements and the terms of such Lease. Except as
disclosed on the Rent Roll attached hereto as Exhibit J, no tenant under a Lease
has any right of expansion, extension, cancellation or any other option pursuant
to such Leases, and no tenant has any right of set off or reduction against
rent.

                  (c) Each of the Leases has been duly authorized, approved and
executed by all parties thereto and constitutes the legal, valid and binding
obligations of the parties thereto, enforceable against the parties thereto in
accordance with their respective terms. Borrower has delivered true, correct and
complete copies of the Leases (including, without limitation, all amendments and
supplements thereto and guaranties thereof) to Lender.

                                       36
<PAGE>

                  (d) Each of the Leases is in full force and effect and there
are no monetary or other material defaults by Borrower thereunder, and, to the
best knowledge of Borrower, except as set forth on the Rent Roll attached hereto
as Exhibit J, there are no monetary or other material defaults by any tenant
thereunder. None of Borrower, Manager or any other Person acting on Borrower's
behalf has given or received any notice of default under any of the Leases that
remains uncured or in dispute, and Borrower is not intending to deliver such a
notice of default within the thirty (30) days following the date hereof.

                  (e) Borrower has delivered to Lender true, correct and
complete copies of all guaranties of Leases and all such guaranties are in full
force and effect and constitute the legal, valid and binding obligations of the
parties thereto, enforceable against such parties in accordance with their
respective terms.

                  (f) The Rent Roll attached hereto as Exhibit J is true,
correct and complete in all material respects.

                  (g) The Rent Roll attached hereto as Exhibit J sets forth a
true, correct and complete list of all security deposits made by tenants at the
Premises which have not been applied (including accrued interest thereon), all
of which are held by Borrower in accordance with the terms of the applicable
Lease and applicable Legal Requirements.

                  (h) To Borrower's best knowledge, each tenant under a Lease is
free from bankruptcy or reorganization proceedings.

                  (i) No tenant under any Lease (or any sublease) is an
Affiliate of Borrower, except as may be disclosed otherwise on Exhibit J
attached hereto.

                  (j) There are no brokerage fees or commissions due and payable
in connection with the leasing of space at the Premises, except as has been
previously disclosed to Lender in writing, and no such fees or commissions will
become due and payable in the future in connection with the Leases, including by
reason of any extension of such Lease or expansion of the space leased
thereunder, except as has previously been disclosed to Lender in writing.

         3.21 Environmental. The Environmental Representations are true and
correct in all material respects.

         3.22 Access Laws. Without limiting the effectiveness of Section 10.21
of the Mortgage, the Premises is in compliance in all material respects with all
of the requirements of the Access Laws.

         3.23 No Default. No Significant Party is in Default under this
Agreement, the Note, the Mortgage or any other Loan Document.

         3.24 No Offsets. Borrower has no counterclaims, offsets or defenses
with respect to the Loan, the Note, the Mortgage or any other Loan Document.

                                       37
<PAGE>

         3.25 Financial Statements. All financial statements of Borrower and any
other Significant Party heretofore delivered to Lender in connection with the
Loan are true and correct in all material respects and fairly present the
financial condition of the subjects thereof as of the respective dates thereof,
and no material adverse change has occurred in the financial condition reflected
therein, or the operations or business of, such Persons since the respective
dates of the most recent financial statements delivered to Lender.

         3.26 No Insolvency. None of Borrower nor any Significant Party is
Insolvent, and none of the foregoing Persons will be rendered Insolvent by
execution of this Agreement, the Note, the Mortgage or any of the other Loan
Documents, or by the consummation of the transactions contemplated thereby.

         3.27 Fraudulent Conveyance. Borrower (a) has not entered into the
transactions contemplated by this Agreement and the other Loan Documents with
the actual intent to hinder, delay, impede or defraud any creditor and (b) has
received reasonably equivalent value in exchange for its respective obligations
under this Agreement, the Note, the Mortgage and the other Loan Documents.
Giving effect to the transactions contemplated by the Loan Documents, the fair
salable value of Borrower's assets exceeds, and will, immediately following the
execution and delivery of the Loan Documents and each advance of the proceeds
thereof, exceed, Borrower's total probable liabilities, including, without
limitation, the maximum amount of its subordinated, unliquidated, disputed or
contingent liabilities. Borrower's assets do not and, immediately following the
execution and delivery of the Loan Documents and each advance of the proceeds
thereof, will not, constitute unreasonably small capital to carry out its
business as conducted or as proposed to be conducted. Borrower does not intend
to, and does not believe that it will, incur debts and liabilities (including,
without limitation, contingent liabilities and other commitments) beyond its
ability to pay such debts and liabilities as they mature (taking into account
the timing and amounts to be payable on or in respect of obligations of
Borrower).

         3.28 Broker. No broker or consultant has been retained by Borrower or
any Affiliate of Borrower in connection with the Loan or the Loan Documents
other than Ekstein Rothenberg ("Broker"), which Broker Borrower shall pay in
full as of the Effective Date pursuant to a written agreement between Borrower
and Broker. Borrower hereby indemnifies, defends and holds the Indemnified
Parties harmless from and against all loss, cost, liability and expense arising
from the claims of all brokers and consultants relating to the Loan and/or the
Premises with whom Borrower, any other Significant Party or any Affiliate
thereof or any employee or agent thereof has dealt, including, without
limitation, Broker and all other sales, mortgage or leasing brokers or
consultants.

         3.29 Fiscal Year. Each fiscal year of Borrower commences on December 1.

         3.30 No Other Financing. Borrower has not borrowed any funds which have
not heretofore been repaid in full, except for the Loan.

         3.31 ERISA. The execution, delivery and performance of this Agreement,
the Note, the Mortgage and the other Loan Documents do not constitute a
Prohibited Transaction, assuming solely for this purpose that Lender is a party


                                       38
<PAGE>

in interest as defined in Section 3(14) of ERISA ("Party In Interest") or a
disqualified person as defined in Section 4975(e)(2) of the Code ("Disqualified
Person") with respect to an employee benefit plan, if any, which has directly or
indirectly invested in Borrower or in any Person holding an ownership interest
therein. Borrower and Guarantor have made, and shall continue to make, all
required contributions to all employee benefit plans, if any, within the time
periods required by the applicable provisions of ERISA and any other federal or
state law, and Borrower and Guarantor have no knowledge of any material
liability which has been incurred by any thereof which remains unsatisfied for
any taxes or penalties with respect to any employee benefit plan or any
multi-employer plan. Each such plan has been administered in compliance with its
terms and the applicable provisions of ERISA and any other federal or state law.

         3.32 FIRPTA. No Significant Party is a "foreign person" within the
meaning of Sections 1445 or 7701 of the Code.

         3.33 PUHCA. No Significant Party is a "holding company" or a
"subsidiary company" of a "holding company" or an "affiliate" of either a
"holding company" or a "subsidiary company" as defined in the Public Utility
Holding Company Act of 1935, as amended.

         3.34 Insurance. All Required Insurance is in full force and effect and
the premiums due thereon have been paid in full. Borrower and the Premises are
in compliance with the provisions of the policies of such Required Insurance,
and no notice of cancellation, termination or default has been received with
respect to any such policy.

         3.35 Securities Laws. None of the transactions contemplated in this
Agreement will violate or result in a violation of Section 7 of the Securities
Exchange Act of 1934, as amended, or any regulations issued pursuant thereto,
including, without limitation, Regulations G, T, U and X of the Board of
Governors of the Federal Reserve System. No Significant Party owns or intends to
carry or purchase any "margin security" within the meaning of said Regulation G;
no Affiliate of Borrower intends to purchase any "margin security" within the
meaning of said Regulation G with the proceeds of the Loan. The proceeds of the
Loan have not been used to purchase or refinance any borrowing the proceeds of
which were used to purchase any "security" within the meaning of the Securities
Exchange Act of 1934, as amended.

         3.36 Investment Company Act. No Significant Party is (a) an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or (b) subject to any other
United States federal or state law or regulation which purports to restrict or
regulate its ability to borrow money.

         3.37 Taxes; Impositions. Each Significant Party has each filed all
Federal, state and local tax returns required to be filed prior to the date
hereof and all taxes, charges and assessments shown to be due from all such
parties on such tax returns have been paid or have been legally and validly


                                       39
<PAGE>

extended. All Impositions due and owing in respect of, and affecting, the
Premises have been paid. There are no pending, or to Borrower's best knowledge,
proposed special or other assessments for public improvements or otherwise
affecting the Premises.

         3.38 Full and Accurate Disclosure. No statement of fact made by any
Significant Party in this Agreement, or in any of the other Loan Documents,
contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements contained herein or therein not
misleading. There is no material fact presently known to Borrower which has not
been disclosed to Lender which adversely affects, nor as far as Borrower can
foresee, might adversely affect, the Premises or the business, operations or
condition (financial or otherwise) of any Significant Party, other than with
regard to market risk inherent in projecting future operations.

         3.39 Contracts.

                  (a) Borrower has not entered into, and is not bound by, any
Contract which continues in existence, except the Approved Contracts.

                  (b) Each of the Contracts is in full force and effect, there
are no monetary or other material defaults by Borrower thereunder and, to the
best knowledge of Borrower, there are no monetary or other material defaults
thereunder by any other party thereto. No Significant Party or any other Person
acting on their behalf has given or received any notice of default under any of
the Contracts that remains uncured or in dispute.

                  (c) There has been delivered to Lender true, correct and
complete copies of the Contracts (including all amendments and supplements
thereto).

                  (d) No Contract has as a party an Affiliate of any Significant
Party.

         3.40 Other Obligations and Liabilities. No Significant Party has any
liabilities or other obligations that arose or accrued prior to the date hereof
that, either individually or in the aggregate, could have a material adverse
effect on any such Person's ability to perform their respective obligations
under this Agreement, the Note, any of the other Loan Documents, or any other
obligations that any of them may have in connection with the ownership and
operation of the Premises as contemplated by the Loan Documents. No Significant
Party has any known contingent liabilities.

         3.41 Documents. Borrower has furnished or has caused to be furnished to
Lender a true and complete copy of all material documents relating to each
Significant Party, the Premises and/or the Collateral which a reasonably prudent
institutional Lender, making a loan or loans in a similar amount and on similar
terms as the Loan, would want to have the opportunity to review prior to
agreeing to make such loan or prior to agreeing to any of the material terms
thereof.

                                       40
<PAGE>

         3.42 No Strikes. There are no strikes or other labor disputes or
grievances pending or threatened against the Premises, Borrower or any
Significant Party.

         3.43 Consumer Credit Laws; Usury. The indebtedness evidenced by the
Loan, including interest, fees and charges, (a) is a business loan, (b) is an
exempted transaction under the Truth in Lending Act, 15 U.S.C. 1601 et seq., and
(c) does not and will not, violate the provisions of the consumer credit laws or
usury laws of any applicable jurisdiction.

         3.44 SC Affiliate Organization, Enforceability, Etc.

             3.44.1 SC Affiliate Status. Each SC Affiliate (a) is a limited
liability company, duly formed, validly existing and in good standing under the
laws of the State of Delaware; (b) is in good standing under the laws of, and is
authorized to transact business in, all jurisdictions where it conducts
business; (c) has all requisite power and authority to own and operate its
respective Shopping Center or its membership interest in an SC Owner or in the
SC Members, as applicable, and to carry on its business as now being conducted;
and (d) has full right, power and authority to execute and deliver to the
applicable SC Lender the SC Loan Documents to which it is a party and to perform
the obligations and carry out the duties imposed upon any such SC Affiliate by
the SC Loan Documents. All SC Loan Documents to be executed by any SC Affiliate
have been (or, prior to their execution and delivery, will have been) duly
authorized, approved, executed and delivered by all necessary parties and
constitute (or, upon execution and delivery, will constitute) the legal, valid
and binding obligations of the applicable SC Affiliate, enforceable against the
applicable SC Affiliate in accordance with their respective terms. Each SC
Affiliate holds all licenses, certificates and permits from all applicable
Governmental Authorities necessary for the ownership of its respective Shopping
Center or its respective membership interest in an SC Owner or the SC Members,
as applicable, and the conduct of business in order to prevent any materially
adverse effect on its respective Shopping Center or its respective membership
interest in an SC Owner or the SC Members, as applicable, or the ability of the
applicable SC Affiliate to perform under the SC Loan Documents.

             3.44.2 Structure of SC Owners. The structural chart of each SC
Owner set forth on Exhibit K attached hereto and made a part hereof is true,
complete and correct in all respects.

         3.45 SC Affiliates Address. Each SC Affiliate's principal place of
business is at the same address first set forth above for Borrower, and shall
not be changed during the Term without giving Lender at least thirty (30) days'
prior notice thereof. No SC Affiliate uses any trade name and no SC Affiliate
has or will do any business under any other name.

         3.46 SC Affiliates Organizational Documents. True and Complete copies
of each SC Affiliate's Organizational Documents have been furnished to Lender.
Each SC Affiliate's Organizational Documents constitute the entire agreement
among the members thereof and are binding upon and enforceable against such
members in accordance with their respective terms. There are no other
agreements, written or oral between such members relating to any SC Affiliate
except any agreements to which Lender is also a party. No party is in default of
its obligations under any SC Affiliate's Organizational Documents and no


                                       41
<PAGE>

condition exists which, with the giving of notice and/or the passage of time, or
both, would constitute a default under any SC Affiliate's Organizational
Documents.

         3.47 SC Title. Fee simple title to each Shopping Center is owned by
each related SC Owner free and clear of all liens, claims, encumbrances,
covenants, conditions, restrictions, security interests and claims of others,
except for the applicable SC Loan Documents and the SC Approved Permitted
Encumbrances.

         3.48 SC Uses. Each Shopping Center consists solely of a shopping
center.

         3.49 No SC Structural Defects. There are no structural defects in the
SC Improvements, or material defects to the building systems thereof.

         3.50 SC Compliance with Zoning, Etc.

                  (a) Each Shopping Center shall comply in all material respects
with all applicable Legal Requirements. Any zoning or subdivision approval is
based on no real property, or rights appurtenant thereto, other than the
applicable Shopping Center. Each Shopping Center as improved and used are not in
material violation of any recorded and, to the best knowledge of Borrower,
unrecorded air rights parcel leases, covenants, conditions or restrictions of
any kind or nature affecting all or any part of the applicable Shopping Center,
or any interest therein. The SC Improvements can be fully rebuilt in the event
of casualty or destruction thereof under the SC Permits applicable to the
applicable Shopping Center, subject, however, to non-discretionary requirements
of any Governmental Authority. No amendment or change in any such material SC
Permit, and no amendment or change in zoning or any other land use control, has
been sought or obtained by Borrower, any SC Affiliate or any Affiliate of
Borrower or any SC Affiliate, or shall be sought or obtained by Borrower, any SC
Affiliate or any Affiliate of Borrower or any SC Affiliate, with respect to the
Shopping Centers or the SC Improvements, except as specifically approved in
writing by Lender.

                  (b) All SC Permits required by any Governmental Authority for
the operation of the SC Improvements as currently operated, or otherwise
required to be in compliance with any Environmental Laws or any other Legal
Requirements, have been obtained. The copy of the certificate of occupancy for
each Shopping Center delivered to Lender prior to the date hereof is a true and
correct copy of the permanent certificate of occupancy for the applicable
Shopping Center, which permanent certificates of occupancy remain in full force
and effect, and are not subject to any conditions or limitations, other than
those of general applicability to all certificates of occupancy for commercial
uses in the jurisdiction in which each such Shopping Center is located.

                  (c) Borrower has heretofore delivered to Lender true, correct
and complete copies of each material SC Permit.

                                       42
<PAGE>

                  (d) There are no pending or, to the best knowledge of
Borrower, threatened actions, suits or proceedings to revoke, attack,
invalidate, rescind or modify the zoning of any Shopping Center, or any material
SC Permits issued with respect to any Shopping Center or any part thereof, or
asserting that any Shopping Center or the zoning of any Shopping Center do not
permit the use of any Shopping Center as contemplated by the Loan Documents.

         3.51 No SC Condemnation. Neither Borrower nor any SC Affiliate has
received any notice of, and to the best knowledge of Borrower, there does not
exist, any actual, proposed or threatened exercise of the power of eminent
domain or other taking by any governmental or quasi-governmental body or agency,
of all or any portion of any Shopping Center, or any interest therein, or any
right of access thereto.

         3.52 No SC Casualty. The SC Improvements have suffered no material
casualty or damage which has not been fully repaired and the cost thereof fully
paid.

         3.53 SC Purchase Options. Neither the Shopping Centers nor any part
thereof are subject to any purchase options or other similar rights in favor of
any Person not a party hereto.

         3.54 No SC Encroachments. There are no material encroachments on the SC
Land and the SC Improvements do not encroach upon any Easement, any other
interest in real property, any adjoining land or any adjoining street, except as
set forth on the applicable SC Survey.

         3.55 SC Litigation. There are no actions, suits, proceedings,
arbitrations, tenant disputes, labor disputes or governmental investigations
pending, or, to the best knowledge of Borrower, threatened against or affecting
any Significant Party, any SC Affiliate or any Affiliate thereof, or, any
Shopping Center which, if adversely determined, (a) could have a material
adverse effect on any Significant Party, any SC Affiliate or any Shopping
Center, or any such Person's ability to perform its obligations pursuant to and
as contemplated by the SC Loan Documents, or (b) could adversely affect the use
of, operations at, or capital improvements being made to, any Shopping Center.
No SC Affiliate is operating under, or is subject to, any order, writ,
injunction, decree or demand of any court or any Governmental Authority. No
actions, suits, proceedings or arbitrations are pending or, to the best
knowledge of Borrower, threatened against any SC Affiliate or any Affiliate
thereof which involve claims, damages or sums of money not covered (including
all applicable deductibles) by insurance.

         3.56 No SC Conflict with Law or Agreements. The execution and delivery
of the SC Loan Documents, and the performance and consummation of the
transactions, contemplated thereby, on the part of each SC Affiliate and all
other Significant Parties (as applicable) and fulfillment of the terms of the SC
Loan Documents by each SC Affiliate and all other Significant Parties (as
applicable), (a) do not and will not conflict with, violate, or constitute a
default (or a condition or event which, after notice or lapse of time, or both,


                                       43
<PAGE>

would constitute such a default) under any provision of any Organizational
Document or any contractual obligation of any SC Affiliate or any other
Significant Party, or any Legal Requirement or any court decree or order
applicable to any Shopping Center, any SC Affiliate or any other Significant
Party, (b) will not result in, or require, the creation or imposition of any
lien or encumbrance on, or conveyance of, any of any SC Affiliate's properties
pursuant to any contractual obligation, (c) do not require the consent or
approval of any Governmental Authority or other Person, except for consents and
approvals already obtained.

         3.57 SC Personal Property. All equipment and other personal property
necessary for (or otherwise actually used in connection with) the proper and
efficient operation and maintenance of the Shopping Centers, the actual and
contemplated uses of the Shopping Centers, and each SC Affiliate's compliance
with its obligations under the SC Leases, are owned by an SC Affiliate and
constitute part of the applicable Shopping Center and located thereat, other
than (a) any such equipment which is owned by a utility company or (b) any such
equipment and personal property which is owned by SC Tenants and utilized solely
by such SC Tenants.

         3.58 SC Easements; SC Access; SC Utilities. All Easements, if any,
necessary for the full utilization of the SC Improvements for their current use
have been obtained, are described in the SC Title Policies, and are in full
force and effect without default thereunder. Each Shopping Center has direct
rights of access to public ways and is served by water, sewer, sanitary sewer
and storm drain facilities adequate to service each Shopping Center for their
intended use. All public utilities necessary or convenient to the full use and
enjoyment of each Shopping Center are located either in the public right of way
abutting each Shopping Center (which are connected so as to serve each Shopping
Center without passing over other property) or in recorded easements serving
each Shopping Center and described in the SC Title Policies. All roads necessary
for the use of each Shopping Center for its current purposes have been completed
and are available for public use.

         3.59 No SC Flood Hazard, Etc. Except as set forth in the SC Surveys,
(a) the Shopping Centers are not situated in an area designated as having
special flood hazards as defined by the Flood Disaster Protection Act of 1973,
as amended, or designated a wetlands by any Governmental Authority having
jurisdiction over the Shopping Centers, or (b) the Shopping Centers are situated
in an area designated as having special flood hazards as defined by the Flood
Disaster Protection Act of 1973, as amended, or as a wetlands by any
Governmental Authority having jurisdiction over the Shopping Centers, but the
applicable SC Owner has obtained and paid for, and there is currently in effect,
the flood insurance comprising a part of the SC Required Insurance. No portion
of the Shopping Centers is located on or adjacent to navigable waters and no
portion of the Shopping Centers consists of filled-in land.

         3.60 Shopping Centers Taxed as a Separate Tax Lot. Each Shopping Center
is taxed as one or more separate and distinct tax lots. No part of any Shopping
Center shares a tax lot with any adjoining lands and for all purposes each
Shopping Center may be mortgaged, conveyed and otherwise dealt with as a single,
independent parcel.



                                       44
<PAGE>

         3.61 SC Leases.

                  (a) No SC Owner has entered into any SC Lease which continues
in existence or is bound by any such SC Lease, other than the SC Approved
Leases.

                  (b) SC Rent has not been collected under any of the SC Leases
more than one (1) month in advance of the due date except as disclosed on the SC
Rent Rolls attached hereto and made a part hereof. Except as disclosed on the SC
Rent Rolls attached hereto as Exhibit L, the term of each SC Lease has commenced
and the tenant has commenced the full payment of rent under such SC Lease
without the tenant thereunder being entitled to any abatement thereof. Except as
disclosed on the SC Rent Rolls attached hereto as Exhibit L, no SC Owner is
required to perform any tenant work or pay any work allowances under any SC
Lease. All security and other escrow deposits made under any SC Lease are being,
and, to Borrower's best knowledge, have been held, in accordance with all Legal
Requirements and the terms of such SC Lease. Except as disclosed on the SC Rent
Rolls attached hereto as Exhibit L, no tenant under a SC Lease has any right of
expansion, extension, cancellation or any other option pursuant to such SC
Leases, and no tenant has any right of set off or reduction against rent.

                  (c) Each of the SC Leases has been duly authorized, approved
and executed by all parties thereto and constitutes the legal, valid and binding
obligations of the parties thereto, enforceable against the parties thereto in
accordance with their respective terms. Borrower has delivered true, correct and
complete copies of the SC Leases (including, without limitation, all amendments
and supplements thereto and guaranties thereof) to Lender.

                  (d) Each of the SC Leases is in full force and effect and
there are no monetary or other material defaults by any SC Owner thereunder,
and, to the best knowledge of Borrower, except as set forth on the SC Rent Rolls
attached hereto as Exhibit L, there are no monetary or other material defaults
by any tenant thereunder. No SC Affiliate or any other Person acting on any SC
Affiliate's behalf has given or received any notice of default under any of the
SC Leases that remains uncured or in dispute, and no SC Owner is intending to
deliver such a notice of default within the thirty (30) days following the date
hereof, except with respect to American Furniture Discount which has an SC Lease
at the Shopping Center commonly known as Port Richmond Village.

                  (e) Borrower has delivered to Lender true, correct and
complete copies of all guaranties of SC Leases and all such guaranties are in
full force and effect and constitute the legal, valid and binding obligations of
the parties thereto, enforceable against such parties in accordance with their
respective terms.

                  (f) The SC Rent Rolls attached hereto as Exhibit L are true,
correct and complete in all material respects.

                  (g) The SC Rent Rolls attached hereto as Exhibit L set forth a
true, correct and complete list of all security deposits made by tenants at the


                                       45
<PAGE>

Shopping Centers which have not been applied (including accrued interest
thereon), all of which are held by the applicable SC Owner in accordance with
the terms of the applicable SC Lease and applicable Legal Requirements.

                  (h) To Borrower's best knowledge, each tenant under a SC Lease
is free from bankruptcy or reorganization proceedings.

                  (i) No tenant under any SC Lease (or any sublease) is an
Affiliate of Borrower or any SC Affiliate, except as may be disclosed otherwise
on Exhibit L attached hereto.

                  (j) There are no brokerage fees or commissions due and payable
in connection with the leasing of space at the Shopping Centers, except as has
been previously disclosed to Lender in writing, and no such fees or commissions
will become due and payable in the future in connection with the SC Leases,
including by reason of any extension of such SC Lease or expansion of the space
leased thereunder, except as has previously been disclosed to Lender in writing
including, without limitation, that certain commission in the amount of
$19,878.13 due in connection with that certain SC Lease with the Foot Locker.

         3.62 SC Environmental. The SC Environmental Representations are true
and correct in all material respects.

         3.63 SC Access Laws. The Shopping Centers are in compliance in all
material respects with all of the requirements of the Access Laws.

         3.64 No SC Default. No Significant Party or SC Affiliate is in default
under any SC Loan Document.

         3.65 SC Financial Statements. All financial statements of each SC
Affiliate heretofore delivered to Lender in connection with the Loan are true
and correct in all material respects and fairly present the financial condition
of the subjects thereof as of the respective dates thereof, and no material
adverse change has occurred in the financial condition reflected therein, or the
operations or business of, such Persons since the respective dates of the most
recent financial statements delivered to Lender. 3.66 No SC Insolvency. No SC
Affiliate is Insolvent, and none of the foregoing Persons will be rendered
Insolvent by execution of the SC Loan Documents, or by the consummation of the
transactions contemplated thereby.

         3.67 SC Fiscal Year. Each fiscal year of an SC Affiliate commences on
January 1.

         3.68 No Other SC Financing. No SC Affiliate has borrowed any funds
which have not heretofore been repaid in full, except for the SC Loan.

         3.69 SC ERISA. The execution, delivery and performance of the SC Loan
Documents do not constitute a Prohibited Transaction, assuming solely for this
purpose that Lender is a Party In Interest or a Disqualified Person with respect
to an employee benefit plan, if any, which has directly or indirectly invested


                                       46
<PAGE>

in an SC Affiliate or in any Person holding an ownership interest therein. Each
SC Affiliate has made, and shall continue to make, all required contributions to
all employee benefit plans, if any, within the time periods required by the
applicable provisions of ERISA and any other federal or state law, and has no
knowledge of any material liability which has been incurred by any thereof which
remains unsatisfied for any taxes or penalties with respect to any employee
benefit plan or any multi-employer plan. Each such plan has been administered in
compliance with its terms and the applicable provisions of ERISA and any other
federal or state law.

         3.70 SC FIRPTA. No SC Affiliate is a "foreign person" within the
meaning of Sections 1445 or 7701 of the Code.

         3.71 SC PUHCA. No SC Affiliate is a "holding company" or a "subsidiary
company" of a "holding company" or an "affiliate" of either a "holding company"
or a "subsidiary company" as defined in the Public Utility Holding Company Act
of 1935, as amended.

         3.72 SC Insurance. All SC Required Insurance is in full force and
effect and the premiums due thereon have been paid in full. Each SC Affiliate
and the Shopping Centers are in compliance with the provisions of the policies
of such SC Required Insurance, and no notice of cancellation, termination or
default has been received with respect to any such policy.

         3.73 SC Securities Laws. None of the transactions contemplated in the
SC Loan Documents or any SC Affiliate's Organizational Documents will violate or
result in a violation of Section 7 of the Securities Exchange Act of 1934, as
amended, or any regulations issued pursuant thereto, including, without
limitation, Regulations G, T, U and X of the Board of Governors of the Federal
Reserve System. No SC Affiliate owns or intends to carry or purchase any "margin
security" within the meaning of said Regulation G.

         3.74 SC Investment Company Act. No SC Affiliate is (a) an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended, or (b) subject to any other
United States federal or state law or regulation which purports to restrict or
regulate its ability to borrow money.

         3.75 SC Taxes; SC Impositions. Each SC Affiliate has each filed all
Federal, state and local tax returns required to be filed prior to the date
hereof and all taxes, charges and assessments shown to be due from all such
parties on such tax returns have been paid or have been legally and validly
extended. All SC Impositions due and owing in respect of, and affecting, the
Shopping Centers have been paid. There are no pending, or to Borrower's best
knowledge, proposed special or other assessments for public improvements or
otherwise affecting the Shopping Centers.

                                       47
<PAGE>

         3.76 SC Full and Accurate Disclosure. No statement of fact made by any
SC Owner in any SC Loan Document, contains any untrue statement of a material
fact or omits to state any material fact necessary to make the statements
contained herein or therein not misleading. There is no material fact presently
known to Borrower which has not been disclosed to Lender which adversely
affects, nor as far as Borrower can foresee, might adversely affect, the
Shopping Center or the business, operations or condition (financial or
otherwise) of any SC Affiliate, other than with regard to market risk inherent
in projecting future operations.

         3.77 SC Contracts.

                  (a) No SC Affiliate has entered into, or is bound by, any SC
Contract which continues in existence, except the SC Approved Contracts.

                  (b) Each of the SC Contracts is in full force and effect,
there are no monetary or other material defaults by any SC Affiliate thereunder
and, to the best knowledge of Borrower, there are no monetary or other material
defaults thereunder by any other party thereto. No Significant Party or any
other Person acting on any SC Affiliate's behalf has given or received any
notice of default under any of the SC Contracts that remains uncured or in
dispute.

                  (c) There has been delivered to Lender true, correct and
complete copies of the SC Contracts (including all amendments and supplements
thereto).

                  (d) No SC Contract has as a party an Affiliate of any
Significant Party or any SC Affiliate.

         3.78 Other SC Obligations and Liabilities. No SC Affiliate has any
liabilities or other obligations that arose or accrued prior to the date hereof
that, either individually or in the aggregate, could have a material adverse
effect on any such Person's ability to perform their respective obligations
under the SC Loan Documents or any of the SC Affiliates' Organizational
Documents, or any other obligations that any of them may have in connection with
the ownership and operation of the Shopping Centers. No SC Affiliate has any
known contingent liabilities.

         3.79 SC Documents. Borrower has furnished or has caused to be furnished
to Lender a true and complete copy of all material documents relating to each SC
Affiliate, the SC Loan and/or the Shopping Centers which a reasonably prudent
institutional Lender, making a loan or loans in a similar amount and on similar
terms as the Loan, would want to have the opportunity to review prior to
agreeing to make such loan or prior to agreeing to any of the material terms
thereof.

         3.80 No SC Strikes. There are no strikes or other labor disputes or
grievances pending or threatened against the Shopping Centers or any SC
Affiliate.

                                       48
<PAGE>

                                   ARTICLE 4
                          CERTAIN COVENANTS OF BORROWER

         Borrower hereby covenants and agrees with Lender as follows:

         4.1 Payment and Performance of Obligations. Borrower shall pay and
otherwise perform the Obligations of Borrower in accordance with the terms of
the Loan Documents.

         4.2 Transfers.

                  (a) Except for a Permitted Transfer as expressly provided in
this Section 4.2 or Section 4.26 hereof, Borrower shall not, and shall not
permit or cause any SC Affiliate to, directly or indirectly, sell, assign,
convey, mortgage, pledge, hypothecate, encumber, grant a security interest in,
exchange or otherwise dispose of, or grant any option or warrant with respect
to, directly or indirectly, voluntarily or involuntarily, by operation of law or
otherwise, and whether or not for consideration or of record (each of the
foregoing being herein referred to and constituting a "Transfer"), all or any
part of the Premises or the Shopping Centers, or any part thereof or any
interest therein, or any of the revenues to be earned therefrom, or suffer,
consent to or permit the foregoing, without, in each instance, the prior written
consent of Lender which may be granted or withheld in Lender's sole discretion.
Except for a Permitted Transfer, Borrower shall not permit any owner, directly
or indirectly, of a legal or beneficial interest in Borrower or any SC Affiliate
to Transfer such interest, either of record or beneficially, whether by Transfer
of stock, assignment of partnership or membership interest or other Transfer of
legal or beneficial interest in Borrower or any SC Affiliate, or in any direct
or indirect owner thereof, or otherwise permit any new or additional legal or
beneficial ownership interests in Borrower or any SC Affiliate or any direct or
indirect owner to be issued, without, in each instance, the prior written
consent of Lender which may be granted or withheld in Lender's sole discretion.

                  (b) To the extent that Lender elects to consent to any
Transfer as to which its consent is required hereunder, Lender shall be entitled
to condition its consent on such matters as Lender may elect, in its sole
discretion, including, without limitation, execution of instruments of
assignment and assumption with respect to the Loan Documents and the Collateral
therefor, payment of a transfer fee or other consideration, delivery of
certificates and affidavits and indemnities, including an affidavit and
indemnification in respect of Code Sections 1445 and 7701, agreements
restricting actions which may or may not be taken by any transferee or its
owners or restrictions in any such Person's Organizational Documents with
respect thereto, additional or replacement security for the Loan, restrictions
as to the use of any consideration paid for such Transfer, and opinions,
including without limitation, opinions regarding the assumptions of obligations
hereunder, substantive consolidation and such other matters as Lender may
reasonably require. Within three (3) Business Days after the closing of any
Transfer, whether or not such Transfer required Lender's consent, if (i) the


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Premises, the Shopping Centers or any part thereof or any interest therein or
(ii) any direct or indirect ownership interest in Borrower or any SC Affiliate
is transferred, Borrower shall provide Lender with a copy of the deed or other
instrument of Transfer to any transferee. Borrower shall promptly after request
therefor provide Lender with such other information and documentation with
respect to such Transfer as Lender shall reasonably request, including, without
limitation, information as to the ownership of such transferee.

                  (c) Upon the occurrence of any Transfer, the provisions of
this Section 4.2 shall continue to apply to such transferee (including, without
limitation, any Permitted Transferee) as if it were the transferor hereunder,
and any consent by Lender permitting a transaction otherwise prohibited under
this Section 4.2, or any right of Borrower or any other Person to Transfer
without such consent, shall not constitute a consent to or waiver of any right,
remedy or power of Lender to withhold its consent on a subsequent occasion to a
transaction not otherwise permitted by the provisions of this Section 4.2.
Notwithstanding the giving of any consent hereunder by Lender, Borrower shall
not engage in any Prohibited Transaction.

         4.3 Liens. Borrower shall not create, suffer or permit to exist any
mortgage, pledge, lien, security interest (including, without limitation, a
purchase money security interest), encumbrance, charge, attachment, levy,
distraint or other judicial process (collectively, "Liens") on, of or against,
or otherwise affecting, all or any portion of the Premises (including, without
limitation, fixtures and other personal property), or any other property of
Borrower (whether tangible or intangible and now owned or hereafter acquired) in
favor of any Person other than Lender, without the prior written consent of
Lender (which consent may be granted or withheld in Lender's sole discretion),
other than the Approved Permitted Encumbrances.

         4.4 Indebtedness.

                  (a) Borrower shall not without Lender's prior written consent,
which may be granted or withheld in Lender's sole discretion, create, incur or
assume any Indebtedness, other than (i) the Loan, (ii) those certain guaranties
and indemnities delivered in connection with the SC Loans, (iii) that certain
guaranty in connection with a lease with Giant Supermarket of certain space in
the shopping center commonly known as "The Point" and located in Harrisburg,
Pennsylvania owned by a subsidiary of Borrower and (iv) Trade Payables in
connection with the operation of the Premises, which shall in no event exceed at
any one time $50,000.00. Each month, together with the other financial
statements required to be furnished hereunder, Borrower shall furnish Lender a
written statement (certified by a Designated Officer to be true, correct and
complete) detailing the Indebtedness then outstanding, including the number of
days (in increments of 30 days) that each Trade Payable of Borrower has been
outstanding. Borrower shall not create, incur or assume any other Indebtedness,
if doing so would cause Borrower to be in violation of any other provision of
this Agreement or the other Loan Documents.

                  (b) Notwithstanding that any Trade Payables incurred with
respect to the Premises are otherwise permitted hereunder, Borrower shall pay
any portion of such Trade Payables which becomes due and payable within sixty
(60) days following the date on which each such amount is due and payable.

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<PAGE>

         4.5 Compliance with Restrictive Covenants, Etc.

                  (a) Borrower shall not modify, waive in any material respect
or release any Easements, restrictive covenants or other Approved Permitted
Encumbrances, or suffer, consent to or permit the foregoing, without Lender's
prior written consent, which consent may be granted or withheld in Lender's sole
and absolute judgment. Borrower shall timely comply in all material respects
with the terms of all Easements, restrictive covenants and all other Approved
Permitted Encumbrances. Borrower shall take or cause to be taken such further
actions as Lender may reasonably request from time to time with respect to such
Easements, restrictive covenants or Approved Permitted Encumbrances.

                  (b) Borrower shall observe and comply with any conditions and
requirements necessary to preserve and extend any and all rights, privileges,
franchises and concessions that are applicable to the Premises, the use and
occupancy thereof, or the business conducted thereat, and shall timely comply in
all material respects with all regulations, rules, ordinances, statutes, orders
and decrees of any Governmental Authority or court applicable to it and/or the
Premises or any part thereof.

                  (c) Borrower shall cause the Premises to be maintained in a
good and safe condition and repair and shall not remove, demolish or materially
alter or suffer, consent to or permit to be removed, demolished or materially
altered, the Improvements except as permitted by this Agreement, without
Lender's prior written consent.

         4.6 Leases.

                  (a) Except as permitted pursuant to this Section 4.6, Borrower
shall not enter into, modify, amend, consent to the cancellation or surrender of
(except to the extent such cancellation or surrender is by the Tenant pursuant
to a pre-existing unilateral right under its Lease) or terminate any Lease
whether now existing or hereafter entered into, without the prior written
consent of Lender, which may be granted or withheld in Lender's sole discretion.

                  (b) Borrower shall timely comply with or cause to be timely
complied with all material terms and conditions on the landlord's part to be
performed under each Lease. Borrower shall neither do nor neglect to do, nor
permit to be done, anything which may cause the termination of any Lease, other
than due to the default of the Tenant(s) under such Lease. Borrower shall not
collect any rent or other payment under any Lease more than one (1) month in
advance of the due date thereof and will use its best efforts to require the
performance of all of the obligations of Tenants and other Persons bound by the
Leases and to enforce the Leases, subject, however, to the limitation on
termination described in this Section 4.6.

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<PAGE>

                  (c) Borrower may, without Lender's prior written consent,
enter into any Lease which will not be a Major Lease when such Lease comes into
effect, provided that each of the following conditions is satisfied: (i) the
rent and other material business terms of such Lease are on market terms for
similarly situated Premises; (ii) the Lease does not provide for the rent to
decline at any point during the term of such Lease; (iii) such Lease does not
contain any options to purchase or other rights with respect to the ownership of
the Premises; (iv) such Lease does not contain any restrictions on the
landlord's rights to lease remaining portions of the Premises, except that such
Lease may contain options to lease additional space in the Premises on then
existing market terms; (v) such Lease does not contain any options for the
Tenant thereunder to terminate such Lease, other than in the event of Borrower's
failure to deliver possession of the applicable premises or a material casualty
or condemnation or Borrower's failure to deliver vacant possession; (vi) such
Lease does not contain any extraordinary landlord obligations (including
obligations which an unaffiliated landlord would have difficulty performing);
(vii) such Lease is entered into on the standard form of Lease which Lender has
previously approved, with such non-material changes thereto as a proposed tenant
may request and Borrower is willing to agree to; (viii) such Lease is entered
into on arms length terms, without consideration of any relationship Borrower or
any Affiliate of Borrower may otherwise have with the Tenant thereunder or any
Affiliate thereof; and (ix) the Lease shall contain each of the provisions
required by this Section 4.6. Without limiting Borrower's obligations hereunder,
Lender hereby approves, with respect to any Lease which is not a Major Lease,
the form of Lease heretofore submitted by Borrower to Lender.

                  (d) Borrower may, without Lender's prior written consent,
modify or amend any Lease which is not a Major Lease, provided that either (i)
such modification or amendment is required to be entered into pursuant to the
express terms of such Lease, or (ii) each of the following conditions is
satisfied: (A) such amendment or modification is entered into on an arms-length
basis without consideration of any relationship of Borrower or any Affiliate of
Borrower with the Tenant thereunder or any Affiliate thereof; (B) such Lease
would not be a Major Lease and would, after such amendment or modification,
satisfy the conditions set forth in clauses (ii), (iii), (iv), (v), (vi), (vii)
and (ix) of Subsection 4.6(c) hereof; (C) such amendment or modification does
not release any party from its liability under the Lease or reduce the square
footage demised thereunder; (D) to the extent that any additional space is
demised pursuant to such amendment or modification, with respect thereto, such
amendment or modification satisfies this Section 4.6; (E) such amendment or
modification does not reduce the rent paid under the Lease; (F) after such
amendment, such Lease, as modified, continues to be subordinate to the Liens of
the Mortgage and the Assignment of Leases and Rents; and (G) such amendment or
modification does not otherwise have a material adverse effect on the fair
market value of the Premises or the Lien of the Mortgage on the Premises.
Borrower may, without the prior written consent of Lender, terminate any Lease
which is not a Major Lease in its good faith exercise of its remedies under such
Lease, or at law or in equity, by reason of a material monetary default having
continued under such Lease beyond the expiration of applicable cure periods.
Without first obtaining Lender's prior written consent, Borrower shall not
consent to any assignment or subletting of any Lease unless the consent of
Borrower may not be withheld under such circumstances under the terms of the
applicable Lease, except that Borrower may, without Lender's prior written
consent, consent to any assignment or subletting which does not release the
liability of any Person then liable thereunder as tenant, guarantor or otherwise
if such assignment or subletting is of a Lease which is not a Major Lease.

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<PAGE>

                  (e) Each Lease executed by Borrower after the date hereof
shall provide, in a manner satisfactory to Lender, for (i) automatic
subordination of such Lease to the Liens of the Mortgage and the Assignment of
Leases and Rents, (ii) attornment by the Tenant thereunder to Lender promptly
after the giving by Lender of a notice to such Tenant requiring such attornment,
(iii) the Tenant thereunder to give a notice to Lender of each material default
by the landlord or licensor thereunder, simultaneously with the giving of notice
of such default to such landlord or licensor, (iv) Lender to have the right, but
not the obligation, to cure any default by the landlord or licensor thereunder
after the expiration of the landlord's or licensor's cure period, if any, and
(v) execution and delivery (not more than ten (10) days after a request
therefor) of an estoppel certificate reasonably satisfactory to Lender. Without
limiting the foregoing, each Lease shall also provide that Lender (or any other
successor to the landlord or licensor acquiring the Premises by foreclosure,
deed in lieu of foreclosure or otherwise in connection with the enforcement of
the Loan Documents) shall not be: (A) liable for any previous act or omission of
the landlord or licensor under such Lease; (B) subject to any credit, demand,
claim, counterclaim, offset or defense which theretofore accrued to such Tenant
against the landlord or licensor; (C) unless consented to by Lender, or
otherwise permitted, under this Section 4.6, bound by any previous modification
of such Lease, or by any previous prepayment of more than one month's fixed rent
or additional rent; (D) bound by any covenant or obligation of the landlord or
licensor to perform, undertake or complete any work in the leased space of the
Premises or to prepare it for occupancy; (E) required to account for any
security deposit of the tenant or licensee other than any security deposit
actually delivered to Lender by Borrower; (F) bound by any obligation to make
any payment to such tenant or licensee or grant any credits, except for
services, repairs, maintenance and restoration provided for under the Lease to
be performed by landlord or licensor after the date of such attornment; and (G)
responsible for any monies owing by the landlord or licensor to such Tenant. All
actual out of pocket costs and expenses of Lender (including, without
limitation, reasonable attorneys' fees and disbursements) in connection with
Lender's review of any Lease and the negotiation, preparation, execution and
delivery of any non-disturbance agreement shall be paid by Borrower within five
(5) Business Days after request therefor by Lender. Prior to seeking Lender's
consent to any Lease, Borrower shall deliver to Lender a copy of such Lease,
blacklined to show the changes from the standard form of Lease previously
approved by Lender, together with a detailed term sheet setting forth the
material terms of such Lease.

                  (f) All Security Deposits shall not be commingled with any
other funds of Borrower and, if cash, shall be deposited by Borrower at such
commercial or savings bank or banks as may be reasonably satisfactory to Lender.
Any bond or other instrument which Borrower is permitted to hold in lieu of
Security Deposits in the form of cash under any applicable legal requirements
(i) shall be maintained in full force and effect in the full amount of such
deposits unless replaced by cash deposits as herein above described, (ii) shall
be issued by an institution reasonably satisfactory to Lender, (iii) shall, if


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permitted pursuant to any legal requirements, name Lender as payee or mortgagee
thereunder (or at Lender's option, be fully assignable to Lender), and (iv)
shall in all respects comply with any applicable Legal Requirements and
otherwise be satisfactory to Lender. Borrower shall, upon request, provide
Lender with evidence satisfactory to Lender of Borrower's compliance with the
foregoing. Following the occurrence and during the continuance of any Event of
Default, upon Lender's demand, Borrower shall turn over to Lender the Security
Deposits (and any interest theretofore earned thereon) with respect to all or
any portion of the Premises, to be held by Lender subject to the terms of the
Leases. If Borrower is entitled to retain a Security Deposit, then such amount
shall be transferred by Borrower into the Clearing Account.

         4.7 Delivery of Notices. Borrower shall promptly, but in no event later
than five (5) days after Borrower becomes aware of any of the following events,
furnish a written notice to Lender (together with the applicable correspondence
and papers relating thereto) specifying the nature and period of existence of
such condition or event and, with respect to events described in clause (a)
immediately below, what action Borrower is taking or proposes to take with
respect thereto (compliance with the provisions of this Section 4.7 shall not be
deemed or construed to constitute a waiver of or consent to any Default or Event
of Default of which Borrower has given Lender notice pursuant to this Section
4.7):

                  (a) any Default hereunder or under any of the other Loan
Documents, or any Event of Default;

                  (b) any default or event of default (or any terms of similar
import) under any of the SC Loan Documents;

                  (c) (i) any receipt or delivery by Borrower or any SC
Affiliate of a notice of default or termination, (ii) any proposed action with
respect to any default, (iii) any failure by any Person to perform any material
obligation, maintain any material representation or warranty or satisfy any
material condition, in each instance, in connection with any Lease, the
Management Agreement, any Contract, any Easement, any recorded instrument, any
Permit, any SC Lease, any SC Management Agreement, any SC Contract or any SC
Permit;

                  (d) the filing of any action, suit or proceeding against or
affecting Borrower, any SC Affiliate, any other Significant Party, the Premises
or any Shopping Center that, if adversely determined, could (i) impair the
validity or enforceability of this Agreement or any of the other Loan Documents
or the ability of Borrower, any SC Affiliate or any other Significant Party to
perform their respective obligations hereunder, thereunder or under the SC Loan
Documents, (ii) have a material adverse effect on the value of the Premises or
any Shopping Center or their respective current use, or (iii) result in a Lien
on any portion of the Premises or any Shopping Center; and/or

                  (e) any notice received from any Governmental Authority
asserting a violation of any material Legal Requirement and any correspondence
to or from Borrower, any SC Affiliate, any other Significant Party, the Manager
or any SC Manager with respect thereto.

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<PAGE>

         Without limiting the generality of the foregoing, Borrower shall
transmit or cause to be transmitted to Lender, immediately upon receipt thereof,
any communication (addressed to Borrower, any SC Affiliate or any Affiliate of
Borrower or any SC Affiliate) which relates to matters which could adversely
affect Lender's security for the Loan or could have a material adverse effect on
the Premises, any Shopping Center, the financial condition of Borrower, any SC
Affiliate and/or any other Significant Party, and shall promptly respond fully
to any inquiry of Lender made with respect thereto.

         4.8 ERISA.

                  (a) In addition to the prohibitions set forth in Section 4.2
hereof, and not in limitation thereof, Borrower shall not Transfer its interest
or rights in this Agreement or in the Premises, or attempt to do any of the
foregoing or suffer any of the foregoing, nor shall any Person owning a direct
or indirect interest in Borrower Transfer any of its rights or interest (direct
or indirect) in Borrower, attempt to do any of the foregoing or suffer any of
the foregoing, nor shall Borrower or any Person owning a direct or indirect
interest in Borrower take, without limitation, any action or fail to take any
action, if, in any such case, doing so would (i) cause the Loan or the exercise
of any of Lender's rights in connection therewith to constitute a Prohibited
Transaction (unless Borrower furnishes a legal opinion reasonably satisfactory
to Lender that the same is exempt from the Prohibited Transaction provisions of
ERISA and the Code or otherwise does not constitute a Prohibited Transaction),
assuming solely for this purpose that Lender is a Party In Interest or a
Disqualified Person with respect to an employee benefit plan, if any, which has
directly or indirectly invested in Borrower or Guarantor, or (ii) otherwise
result in Lender being deemed in violation of any applicable provisions of ERISA
with respect to the Loan. Borrower and Guarantor shall take such steps as are
necessary to assure that each of them (and their respective shareholders,
partners and members) does not commit any act, or fail to commit any act, the
occurrence of which or the failure of which to occur would cause the Loan to be
a Prohibited Transaction.

                  (b) If the provisions of this Section 4.8 are violated,
Borrower agrees, at its own cost and expense, to take such steps as Lender shall
reasonably request to prevent the occurrence of a Prohibited Transaction or to
correct the occurrence of a Prohibited Transaction. Borrower agrees to
indemnify, defend and hold the Indemnified Parties free and harmless from and
against all loss, costs (including, without limitation, reasonable attorney's
fees and expenses), taxes, penalties, damages and expenses any Indemnified Party
may suffer by reason of the investigation, defense and settlement of claims
based upon a breach of the foregoing provisions. The provisions of Section 4.8
hereof shall apply to such indemnification. The foregoing indemnification shall
survive repayment of the Loan.

         4.9 Agreements with Affiliates. From and after the Effective Date,
Borrower shall not enter into any contract, agreement or other arrangement with
any Affiliate without Lender's prior written consent. Any such contract or
agreement shall provide Lender the right to terminate it upon Lender's (or its
designee's) acquisition of the Premises through foreclosure, a deed-in-lieu of
foreclosure, Uniform Commercial Code sale or otherwise.

                                       55
<PAGE>

         4.10 After Acquired Property. Borrower has and shall grant to Lender a
security interest in and to all equipment and other personal property owned by
Borrower, whether or not used in the construction, maintenance and/or operation
of the Improvements, immediately upon acquisition of same or any part of same,
having the same priority as Lender's security interest in such equipment and
personal property owned by Borrower on the Effective Date and located at the
Premises.

         4.11 Books and Records. Borrower shall keep and maintain, or cause to
be kept and maintained, at all times at its principal office or the Manager's
office, complete, true and accurate books of account and records reflecting the
results of its operations. Borrower shall permit and cause the Manager to permit
Lender, its agents, consultants and representatives, upon reasonable notice
(which may be given orally or in writing) and at reasonable times, to examine
and audit such books and records and make copies thereof, at Borrower's expense.
Borrower shall cause the Manager and its Affiliates to make all records relating
to the Premises available to Lender and shall cause the Manager to cooperate
with any examination, audit or other inquiry (including causing the personnel
responsible for the Premises to be available to respond to inquiries).

         4.12 Delivery of Estoppel Certificates.

                  (a) Borrower shall, from time to time, within ten (10)
Business Days after written request from Lender, furnish to Lender or such other
party (or parties as may be requested by Lender) a written certificate setting
forth the Outstanding Principal Balance of and interest due on the Loan and any
other amounts evidenced or secured by the Mortgage and/or the other Loan
Documents, stating the date through which interest has been paid and whether or
not any offsets, defenses or counterclaims exist with respect to the Loan
Documents. If requested, such certificate will also attach true and correct
copies of any Loan Documents, and state such other information as Lender shall
reasonably require. Upon request of Lender, Borrower shall cause Manager within
ten (10) days after such request to furnish Lender or such other Person(s) as
Lender may request, a written certificate certifying as to such matters as
Lender may reasonably request.

                  (b) Borrower shall use all reasonable efforts to deliver to
Lender upon request, which may be made from time to time, tenant estoppel
certificates from each Tenant at the Premises in form and substance reasonably
satisfactory to Lender.

         4.13 Management, Etc.

                  (a) The Premises shall at all times be managed in a competent
and professional manner appropriate for buildings similar to the Premises by
either Borrower or a prominent professional managing agent approved by Lender (a
"Manager") pursuant to a management agreement with the Manager approved by
Lender (the "Management Agreement"), such approval not to be unreasonably
withheld. Lender hereby approves Brentway Management LLC as the initial Manager.


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Notwithstanding anything to the contrary herein contained, any third party
managing agent, and the terms and conditions of any management agreement
therewith, or any amendment or modification of any management agreement
theretofore approved by Lender, shall be subject to Lender's prior approval
which may be granted or withheld in Lender's reasonable judgment.

                  (b) Borrower represents it has delivered to Lender a true,
correct and complete copy of the Management Agreement, which Management
Agreement is hereby approved by Lender, subject to the terms of the Assignment
and Subordination, dated as of the date hereof, between Lender, Borrower and
Manager (as the same may be amended, modified, supplemented, extended,
consolidated, restated or replaced from time to time, the "Manager Assignment
and Subordination"); provided, however, that the terms and conditions of any
subsequent Management Agreement between Manager and Borrower, or any amendment
or modification of any Management Agreement between Manager and Borrower, and
any compensation of Manager with respect to its services performed at or in
connection with the Premises (other than an extension of the existing Management
Agreement for compensation which is no greater, and on terms and conditions no
less favorable to Borrower, than those contained in the existing Management
Agreement) are subject to approval by Lender in its sole but reasonable
discretion.

                  (c) In the event that there shall have occurred and be
continuing an Event of Default, then, upon Lender's request, Borrower shall
replace the present Manager with a managing agent approved by Lender in its sole
discretion.

         4.14 Financial Statements; Approved Operating Budget, Audit Rights.
Until payment in full of the Obligations, Borrower shall cause the following
financial statements and information, in form and substance satisfactory to
Lender, to be delivered as and when hereinafter provided:

                  (a) as soon as practicable and in any event within ninety (90)
days after the end of each fiscal year of Borrower, audited statements of
financial position (balance sheet) of Borrower as of the end of each such fiscal
year during the Term, detailing all receipts in respect of the Premises, all
expenses in respect of the Premises (and, separately delineated, all other
recurring and non-recurring expenses in the nature of capital items under GAAP)
and retained earnings, changes in financial position and cash flows for such
fiscal year, which statements shall be duly certified by the Designated Officer
of Borrower to fairly represent the financial condition of Borrower as of the
date thereof, prepared in accordance with GAAP and accompanied by an opinion of
the Approved Accountants (which opinion shall be unqualified and shall not
contain any statement of emphasis) to the effect that such financial statements
present fairly, in all material respects, the financial condition of Borrower as
of the end of the fiscal year being reported on and that the results of the
operations and cash flows for such year were prepared and are in conformity with
GAAP and that the examination of the Approved Accountants in connection with
such financial statements has been conducted in accordance with GAAP and
included such tests of the accounting records and such other auditing procedures
as the Approved Accountants deemed necessary in the circumstances which
statements of financial position shall be incorporated within the consolidated
statements of financial position for Guarantor;

                                       57
<PAGE>

                  (b) promptly and in any event within forty-five (45) days
after the end of each fiscal quarter of Borrower, an unaudited quarterly
statement of financial position (balance sheet) of Borrower, a statement of
profits and losses and a calculation of net cash flows for such quarter,
including all receipts in respect of the Premises and all expenses in respect of
the Premises, and a schedule of accounts payable as of the end of such fiscal
quarter, such quarterly financial statements to be certified by a Designated
Officer of Borrower to fairly represent the financial condition of Borrower as
of the date thereof and to have been prepared and reported on in conformity with
GAAP which statements of financial position shall be incorporated within the
consolidated statements of financial position for Guarantor;

                  (c) promptly and in any event within fifteen (15) Business
Days after the end of each calendar month (i) a monthly operating statement,
prepared on a cash basis, showing all Receipts, Expenses (and, separately
delineated, all other recurring and non-recurring expenses in the nature of
capital items under GAAP) and net cash flow for the applicable calendar quarter
and year-to-date results and variances from the same month for prior calendar
year and from the Approved Operating Budget, and such other matters as Lender
shall reasonably require and (ii) monthly Rent Rolls, (dated as of the last day
of the applicable calendar month and identifying all current Tenants and the
floor and space occupied or leased thereby), the amount of square footage
demised under each Lease, the current monthly and annual rent payable under each
Lease, the calculated rent per rentable square foot, the commencement and
expiration date of each Lease, the Security Deposits held pursuant to each
Lease, a description of any termination or expansion options, rental increase
dates and amounts, CPI increases (if applicable), escalation and pass-through
expense detail (including base year data), any percentage rent formula (and most
recently available Tenant sales data if required to be provided by the related
Tenant) and such other matters as Lender shall reasonable require), which
monthly operating statements and Rent Rolls shall be certified by a Designated
Officer to be true, correct and complete in all material respects;

                  (d) not later than each December 15 during the Term, a
reasonably detailed operating budget for the Premises covering the calendar year
commencing on the following January 1, each of which budgets shall be subject to
Lender's approval (each such budget, when so approved, an "Approved Operating
Budget"). Until Lender shall approve a new budget, the Approved Operating Budget
from the prior year shall remain in effect. If as of the beginning of any
calendar year any operating budget for such year has not been agreed to as
provided above, Borrower shall operate the Premises in accordance with the
Approved Operating Budget applicable during the immediately preceding year
except (i) to the extent Lender has approved particular Expenses in the proposed
operating budget, Borrower shall have the right to incur and pay such approved
Expenses, (ii) Borrower shall have the right to incur and pay all
Nondiscretionary Expenses when due, subject to Lender's right to reject
Nondiscretionary Expenses (other than Impositions and Insurance Premiums) which
exceed by more than five percent (5%) the amount of such Nondiscretionary
Expense in the Approved Operating Budget applicable during the immediately
preceding year and (iii) unless specifically approved by Lender, no
Discretionary Expenses, capital expenditures, tenant allowances, tenant
inducement or leasing commissions shall be incurred or paid by Borrower. The
Approved Operating Budget for calendar year 2001 is attached hereto as Exhibit N
and made a part hereof;

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                  (e) contemporaneously with delivery to Partners, but in no
event later than April 15 of each calendar year during the Term (subject to
legally permitted extensions), the annual Form 1065 (with accompanying schedules
K-1) prepared by Borrower;

                  (f) promptly and in any event within fifteen (15) Business
Days after the end of each calendar month, a project report setting forth in
narrative form the status of (i) all leasing activity, including a listing of
all leasing leads and a summary of the material terms proposed, accompanied by
copies of all term sheets and responses thereto, (ii) all refinancing and
construction loan activity, accompanied by copies of all loan requests and
proposals and (iii) all predevelopment and development activities, accompanied
by copies of all schematic design drawings and site analyses, plans and
specifications and design and construction documentation;

                  (g) from time to time, such other reports and information
which Lender reasonably requires, certified by a Designated Officer to be true,
correct and complete in all material respects; and

                  (h) together with each of the financial statements and
information required pursuant to clauses (a) through (g) immediately above,
inclusive, a certificate of the Designated Officer of Borrower certifying that
Borrower has observed and performed, in all material respects, all of its
covenants and other agreements contained in this Agreement and the other Loan
Documents, whether there exists any Default or Event of Default and, if there
is, specifying the nature and period of existence thereof and the action taken
or proposed to be taken with respect thereto.

         4.15 Maintenance of Non-Taxable Status. Borrower shall maintain its
status as a company taxable as a partnership for the purposes of Federal, state
and local income taxation.

         4.16 Lender's Attorneys' Fees and Expenses. Borrower shall appear in
and defend any action or proceeding purporting to affect the security of the
Mortgage or the security interests granted under any of the other Loan
Documents, or the rights and powers of Lender under any of the Loan Documents,
and Borrower (in addition to Lender's reasonable attorneys' fees and expenses to
be paid by Borrower otherwise pursuant to this Agreement or the other Loan
Documents) shall pay all of Lender's reasonable attorneys' fees and
disbursements in connection with the enforcement of this Agreement and the other
Loan Documents and the collection of all amounts payable hereunder and
thereunder. In case of any Default under this Agreement or any of the other Loan
Documents, or if any action or proceeding is commenced in which it becomes


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necessary to defend or uphold the Lien or priority of the Mortgage or the other
Loan Documents, or which adversely affects Lender's interests in the Premises or
any part thereof, including, without limitation, eminent domain, or proceedings
of any nature affecting the Premises or involving the bankruptcy, insolvency,
arrangement, reorganization or other form of debtor relief with respect to
Borrower or any other Significant Party or relating to a decedent, then Lender
may, but without any obligation to do so, and without releasing Borrower or any
other Significant Party from any obligation hereunder or under the other Loan
Documents, make such appearances, disburse such reasonable sums and take such
actions as Lender deems necessary or appropriate to protect Lender's interest in
the Premises and the other Collateral. All costs incurred by Lender, including,
without limitation, reasonable attorneys' fees and disbursements, in taking any
action described above shall be paid by Borrower upon demand, together with
interest thereon at the Default Rate from the date paid by Lender through the
date of repayment and the same shall be deemed to constitute protective advances
evidenced by the Note and secured by the Mortgage and the other Loan Documents.
In addition to, and without limiting the generality of, the foregoing, if, at
any time hereafter, Lender employs counsel (a) for advice or other
representation (whether or not any suit has been, or shall thereafter be, filed,
and whether or not other legal proceedings have been, or shall thereafter be,
instituted, and whether or not Lender shall be a party thereto) with respect to
the Loan, the Premises or any part thereof, this Agreement or any of the other
Loan Documents or (b) to protect, collect, lease, sell, take possession of,
foreclose upon or liquidate all or any part of the Premises, or to attempt to
enforce any security interest or Lien in all or on any part of the Premises or
the other Collateral, or to enforce any rights of Lender or any of Borrower's
obligations hereunder or under any of the other Loan Documents, or any
obligations of any other Person which may be obligated to Lender by virtue of
this Agreement or any other agreement, instrument or document heretofore or
hereafter delivered to Lender by or for the benefit of Borrower, then, in any
such event, all of the reasonable attorneys' fees and expenses arising from such
services, and all expenses, costs and charges relating thereto, shall be paid by
Borrower upon demand, together with interest thereon at the Default Rate from
the date paid by Lender through the date of repayment, and the same shall be
deemed to constitute protective advances evidenced by the Note and secured by
the Mortgages and other Loan Documents. Notwithstanding the foregoing provisions
of this Section 4.16, Borrower shall not be required to pay Lender's attorneys'
fees in connection with any collection or enforcement action or proceeding
against Borrower or any other obligor under any of the other Loan Documents if
Borrower or such other obligor is the prevailing party in such action or
proceeding, as determined by a final nonappealable judgment or order of a court
of competent jurisdiction.

         4.17 Environmental. Borrower shall fully and truly comply with and
perform or cause to be complied with and performed each of the Environmental
Covenants and Indemnities.

         4.18 Access Laws. Borrower shall fully and faithfully comply with and
perform each of the obligations of the mortgagor under Section 10.21 of the
Mortgage.

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         4.19 Inspections. Borrower shall permit Lender and its agents,
consultants or representatives, to enter upon the Premises on reasonable notice
(which may be given orally or in writing) at reasonable times to inspect the
Improvements. Lender or its agents, consultants or representatives as part of
any inspection may take soil, air, water, building material and other samples,
subject to the rights of Tenants under Leases.

         4.20 Use of Premises; Zoning Change. Borrower shall not initiate or
acquiesce in a change in the plat of subdivision or zoning classification of the
Premises without Lender's prior written consent, which consent shall not be
unreasonably withheld or delayed.

         4.21 Required Insurance. Borrower shall at all times maintain all
Required Insurance pursuant to Section 5 hereof.

         4.22 Construction.

                  (a) All Approved Tenant Improvements constituting Landlord
Work shall be completed pursuant to Approved Tenant Improvement Plans and
Specifications by Approved Tenant Improvement Contractor(s); all Approved Base
Building Work shall be completed pursuant to Approved Base Building Work Plans
and Specifications by Approved Base Building Work Contractor(s); and all
Approved Tenant Improvements constituting Landlord Work and Approved Base
Building Work shall be completed in compliance with all applicable Legal
Requirements. Borrower shall not undertake any capital improvements to any
portion of the Premises which does not constitute Approved Tenant Improvements
or Approved Base Building Work.

                  (b) If Borrower abandons or fails to proceed diligently with
and complete any Approved Tenant Improvements constituting Landlord Work or
Approved Base Building Work in a timely fashion or is otherwise in Default under
this Agreement, in addition to, and not in limitation of, any other rights and
remedies available to Lender hereunder, under any of the other Loan Documents,
at law or in equity, Lender shall have the right (but not the obligation) to
enter upon the Premises and take over and cause the completion thereof. Any
contracts entered into or indebtedness incurred upon the exercise of such right
may be in the name of Borrower, and Lender hereby irrevocably appoints Lender
the attorney-in-fact of Borrower, such appointment being coupled with an
interest, to enter into such contracts, incur such obligations, enforce any
contracts or agreements made by or on behalf of Borrower (including the
prosecution and defense of all actions and proceedings in connection with the
Approved Tenant Improvements constituting Landlord Work or Approved Base
Building Work and payment, settlement or compromise of all bills and claims for
materials and work performed in connection therewith, and do any and all things
necessary or proper to complete the same, including signing Borrower's name to
any contracts and documents as may be deemed necessary by Lender). In no event
shall Lender or the Servicer be required to expend its own funds to complete,
but Lender may, in its sole discretion, advance such funds. Any funds advanced
shall be added to the Obligations of Borrower, shall be secured by the Loan
Documents and shall be payable to Lender by Borrower in accordance with the
provisions hereof and of the other Loan Documents pertaining to the protection


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of Lender's security and advances made by Lender. Borrower waives any and all
claims it may have against Lender and/or the Servicer for materials used, work
performed or resultant damage to the Premises (other than by reason of Lender's
and/or the Servicer's gross negligence or willful misconduct, provided that such
gross negligence or willful misconduct is determined to have occurred by a final
and nonappealable decision of a court of competent jurisdiction).

                  (c) In addition to all Required Insurance, while performing
Approved Tenant Improvements constituting Landlord Work and Approved Base
Building Work hereunder, Borrower shall provide or cause to be provided workers
compensation, builder's risk (if required by Lender) and public liability
insurance and other insurance required under applicable law in connection
therewith. All such policies which can be endorsed with standard mortgagee
clauses making losses payable to Lender or its assigns shall be so endorsed.
Certified copies of such policies shall be deposited with Lender. The
disbursement of monies from any accounts held by Lender, or other acknowledgment
by Lender and/or the Servicer of completion of any Approved Tenant Improvements
constituting Landlord Work or Approved Base Building Work in a manner
satisfactory to Lender, shall not be deemed a certification by Lender or the
Servicer that the same has been completed in accordance with applicable
building, zoning or other codes, ordinances, statutes, laws, regulations or
Legal Requirements of any Governmental Authority. Borrower shall at all times
have the sole responsibility for insuring that the foregoing is completed in
accordance with all such Legal Requirements.

         4.23 Contracts.

                  (a) Except as permitted in this Section 4.23, Borrower shall
not enter into, modify, amend, consent to the cancellation or surrender of or
terminate any Contract, whether now existing or hereafter entered into, without
the prior written consent of Lender, which consent shall not be unreasonably
withheld.

                  (b) Borrower will timely comply with or cause to be complied
with all material terms and conditions on Borrower's part to be performed under
each Approved Contract.

         4.24 Report Updates.

                  (a) Lender shall have the right at any time from time to time
throughout the Term to order additional engineering reports with respect to the
Premises. Such additional engineering reports shall be paid for by Borrower in
accordance with Section 6.4 hereof; provided, however, that Borrower shall not
be required to pay for such additional engineering reports more frequently than
once every year unless (i) an Event of Default has occurred, (ii) any such
additional engineering report is required by applicable Legal Requirements to be
obtained or (iii) in Lender's sole but good faith judgment, an adverse change in
the condition of the Premises has occurred.

                  (b) Lender shall not be liable for any action or inaction by
Borrower with respect to any repair or replacement recommended in any
engineering report, notwithstanding any review or approval of Borrower's method
of repair or replacement, as applicable, or any response by Lender.

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         4.25 Non-Competition. From and after the Closing Date until payment in
full of the Obligations, Borrower shall not engage and shall prevent each
Significant Party from engaging in any Competitive Business.

         4.26 No Sale or Refinancing. Supplementing the provisions of Sections
4.2 and 4.3 hereof, notwithstanding that either such activity may result in the
payment in full of the entire Outstanding Principal Balance and other sums and
charges, Borrower shall not sell or refinance the Premises without the prior
written consent of Lender, except in connection with (a) a bona fide sale of all
right, title and interest in and to the fee ownership of the Premises to a
Person who or which is not an Affiliate of Borrower or any other Significant
Party, or any of them, which bona fide sale has been negotiated and is
consummated on an arms' length basis (an "Allowed Sale") or (b) a bona fide
refinancing of the entire outstanding mortgage indebtedness encumbering the
Premises with a Person who or which is not an Affiliate of Borrower or any other
Significant Party, or any of them, which bona fide refinancing has been
negotiated and is consummated on an arms' length basis (an "Allowed Financing"),
provided, that, in either event the Net Proceeds payable to Lender in accordance
with Section 2.3.6 hereof is equal to or exceeds $4,500,000.00.

         4.27 SC Liens. No SC Affiliate shall create, suffer or permit to exist
any Lien on, of or against, or otherwise affecting, all or any portion of the
Shopping Centers (including, without limitation, fixtures and other personal
property), or any other property of any SC Affiliate (whether tangible or
intangible and now owned or hereafter acquired) in favor of any Person other
than Lender, without the prior written consent of Lender (which consent may be
granted or withheld in Lender's sole discretion), other than the SC Approved
Permitted Encumbrances.

         4.28 SC Indebtedness.

                  (a) No SC Affiliate shall without Lender's prior written
consent, which may be granted or withheld in Lender's sole discretion, create,
incur or assume any Indebtedness, other than (i) the SC Loans and (ii) Trade
Payables in connection with the operation of the Shopping Centers, which shall
in no event exceed at any one time $50,000.00 per Shopping Center, exclusive of
utility charges; provided, however, in no event shall such Trade Payables,
inclusive of utility charges, exceed at any one time $100,000.00. Each month,
together with the other financial statements required to be furnished hereunder,
Borrower shall furnish Lender a written statement (certified by a Designated
Officer to be true, correct and complete) detailing the Indebtedness then
outstanding, including the number of days (in increments of 30 days) that each
Trade Payable of each SC Affiliate has been outstanding. No SC Affiliate shall
create, incur or assume any other Indebtedness, if doing so would cause Borrower
to be in violation of any other provision of this Agreement or the other Loan
Documents or would cause Borrower or any SC Affiliate to be in violation of any
SC Loan Document.

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<PAGE>

                  (b) Notwithstanding that any Trade Payables incurred with
respect to the Shopping Centers are otherwise permitted hereunder, such Trade
Payables which become due and payable shall be paid within sixty (60) days
following the date on which each such amount is due and payable.

         4.29 SC Compliance with Restrictive Covenants, Etc.

                  (a) No SC Affiliate shall modify, waive in any material
respect or release any Easements, restrictive covenants or other SC Approved
Permitted Encumbrances, or suffer, consent to or permit the foregoing, without
Lender's prior written consent, which consent may be granted or withheld in
Lender's sole and absolute judgment. Borrower shall cause each SC Affiliate to
timely comply in all material respects with the terms of all Easements,
restrictive covenants and all other SC Approved Permitted Encumbrances.

                  (b) Borrower shall cause each SC Affiliate to observe and
comply with any conditions and requirements necessary to preserve and extend any
and all rights, privileges, franchises and concessions that are applicable to
the Shopping Centers, the use and occupancy thereof, or the business conducted
thereat, and shall timely comply in all material respects with all regulations,
rules, ordinances, statutes, orders and decrees of any Governmental Authority or
court applicable to it and/or the Shopping Centers or any part thereof.

                  (c) Borrower shall cause each SC Affiliate to cause the
Shopping Centers to be maintained in a good and safe condition and repair and
shall not remove, demolish or materially alter or suffer, consent to or permit
to be removed, demolished or materially altered, the SC Improvements except as
permitted by this Agreement, without Lender's prior written consent.

         4.30 SC Leases.

                  (a) Except as permitted pursuant to this Section 4.30,
Borrower shall not permit or cause any SC Affiliate to enter into, modify,
amend, consent to the cancellation or surrender of (except to the extent such
cancellation or surrender is by the SC Tenant pursuant to a pre-existing
unilateral right under its SC Lease) or terminate any SC Lease whether now
existing or hereafter entered into, without the prior written consent of SC
Lender, which may be granted or withheld in Lender's sole discretion.

                  (b) Borrower shall timely cause each SC Affiliate to comply
with or cause to be timely complied with all material terms and conditions on
the landlord's part to be performed under each SC Lease. Borrower shall cause
each SC Affiliate to neither do nor neglect to do, nor permit to be done,
anything which may cause the termination of any SC Lease, other than due to the
default of the SC Tenant(s) under such SC Lease. Borrower shall cause each SC
Affiliate to not collect any rent or other payment under any SC Lease more than
one (1) month in advance of the due date thereof (except as disclosed on the
Rent Roll) and shall cause each SC Affiliate to use its best efforts to require
the performance of all of the obligations of SC Tenants and other Persons bound
by the SC Leases and to enforce the SC Leases, subject, however, to the
limitation on termination described in this Section 4.30.

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                  (c) Borrower may cause each SC Affiliate to, without Lender's
prior written consent, enter into any SC Lease which will not be a SC Major
Lease when such SC Lease comes into effect, provided that each of the following
conditions is satisfied: (i) the rent and other material business terms of such
SC Lease are on market terms for similarly situated Shopping Centers; (ii) the
SC Lease does not provide for the rent to decline at any point during the term
of such SC Lease; (iii) such SC Lease does not contain any options to purchase
or other rights with respect to the ownership of any Shopping Center; (iv) such
SC Lease does not contain any restrictions on the landlord's rights to lease
remaining portions of the Shopping Centers, except that such SC Lease may
contain options to lease additional space in the Shopping Centers on then
existing market terms; (v) such SC Lease does not contain any options for the SC
Tenant thereunder to terminate such SC Lease, other than in the event of the
applicable SC Affiliate's failure to deliver possession of the applicable
premises or a material casualty or condemnation or the applicable SC Affiliate's
failure to deliver vacant possession; (vi) such SC Lease does not contain any
extraordinary landlord obligations (including obligations which an unaffiliated
landlord would have difficulty performing); (vii) such SC Lease is entered into
on the standard form of SC Lease which Lender has previously approved, with such
non-material changes thereto as a proposed tenant may request and the applicable
SC Affiliate is willing to agree to; (viii) such SC Lease is entered into on
arms length terms, without consideration of any relationship Borrower, any SC
Affiliate or any Affiliate of Borrower or any SC Affiliate may otherwise have
with the SC Tenant thereunder or any Affiliate thereof; and (ix) the SC Lease
shall contain each of the provisions required by this Section 4.30.

                  (d) Borrower may permit any SC Affiliate, without Lender's
prior written consent, to modify or amend any SC Lease which is not a SC Major
Lease, provided that either (i) such modification or amendment is required to be
entered into pursuant to the express terms of such SC Lease, or (ii) each of the
following conditions is satisfied: (A) such amendment or modification is entered
into on an arms-length basis without consideration of any relationship of
Borrower or any Affiliate of Borrower or any SC Affiliate with the SC Tenant
thereunder or any Affiliate thereof; (B) such SC Lease would not be a SC Major
Lease and would, after such amendment or modification, satisfy the conditions
set forth in clauses (ii), (iii), (iv), (v), (vi), (vii) and (ix) of Subsection
4.30(c) hereof; (C) such amendment or modification does not release any party
from its liability under the SC Lease or reduce the square footage demised
thereunder; (D) to the extent that any additional space is demised pursuant to
such amendment or modification, with respect thereto, such amendment or
modification satisfies this Section 4.30(d); (E) such amendment or modification
does not reduce the rent paid under the SC Lease; and (F) such amendment or
modification does not otherwise have a material adverse effect on the fair
market value of the applicable Shopping Center. Borrower may permit any SC
Affiliate, without the prior written consent of Lender, to terminate any SC
Lease which is not a SC Major Lease in its good faith exercise of its remedies
under such SC Lease, or at law or in equity, by reason of a material monetary
default having continued under such SC Lease beyond the expiration of applicable
cure periods. Without first obtaining Lender's prior written consent, Borrower
shall not permit or cause any SC affiliate to consent to any assignment or
subletting of any SC Lease unless the consent of the applicable SC Affiliate may
not be withheld under such circumstances under the terms of the applicable SC
Lease, except that Borrower may permit or cause any SC Affiliate to, without
Lender's prior written consent, consent to any assignment or subletting which
does not release the liability of any Person then liable thereunder as tenant,
guarantor or otherwise if such assignment or subletting is of a SC Lease which
is not a SC Major Lease.

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<PAGE>

                  (e) Each Lease executed by any SC Affiliate after the date
hereof shall provide, in a manner satisfactory to Lender, for (i) the SC Tenant
thereunder to give a notice to Lender of each material default by the landlord
or licensor thereunder, simultaneously with the giving of notice of such default
to such landlord or licensor, (ii) Lender to have the right, but not the
obligation, to cure any default by the landlord or licensor thereunder after the
expiration of the landlord's or licensor's cure period, if any, and (iii)
execution and delivery (not more than ten (10) Business Days after a request
therefor) of an estoppel certificate reasonably satisfactory to Lender. All
actual out of pocket costs and expenses of Lender (including, without
limitation, reasonable attorneys' fees and disbursements) in connection with
Lender's review of any SC Lease shall be paid by Borrower within five (5)
Business Days after request therefor by Lender. Prior to seeking Lender's
consent to any SC Lease, Borrower shall deliver to Lender a copy of such SC
Lease, blacklined to show the changes from the standard form of SC Lease
previously approved by Lender, together with a detailed term sheet setting forth
the material terms of such SC Lease.

                  (f) SC Security Deposits shall not be commingled with any
other funds of any SC Affiliate or Borrower and, if cash, shall be deposited at
such commercial or savings bank or banks as may be reasonably satisfactory to
Lender. Any bond or other instrument which any SC Affiliate or Borrower is
permitted to hold in lieu of SC Security Deposits in the form of cash under any
applicable legal requirements (i) shall be maintained in full force and effect
in the full amount of such deposits unless replaced by cash deposits as herein
above described, (ii) shall be issued by an institution reasonably satisfactory
to Lender, and (iii) shall in all respects comply with any applicable Legal
Requirements and otherwise be satisfactory to Lender. Borrower shall, upon
request, provide Lender with evidence satisfactory to Lender of compliance with
the foregoing.

         4.31 SC ERISA.

                  (a) In addition to the prohibitions set forth in Section 3.69
hereof, and not in limitation thereof, Borrower shall not permit or cause any SC
Affiliate to Transfer its interest or rights in the Shopping Centers, or attempt
to do any of the foregoing or suffer any of the foregoing, nor shall any Person
owning a direct or indirect interest in any SC Affiliate Transfer any of its
rights or interest (direct or indirect) in any SC Affiliate, attempt to do any
of the foregoing or suffer any of the foregoing, nor shall any SC Affiliate or
any Person owning a direct or indirect interest in any SC Affiliate take,
without limitation, any action or fail to take any action, if, in any such case,
doing so would (i) cause the Loan or the exercise of any of Lender's rights in
connection therewith to constitute a Prohibited Transaction (unless Borrower


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furnishes a legal opinion reasonably satisfactory to Lender that the same is
exempt from the Prohibited Transaction provisions of ERISA and the Code or
otherwise does not constitute a Prohibited Transaction), assuming solely for
this purpose that Lender is a Party In Interest or a Disqualified Person with
respect to an employee benefit plan, if any, which has directly or indirectly
invested in any SC Affiliate, or (ii) otherwise result in Lender being deemed in
violation of any applicable provisions of ERISA with respect to the Loan.
Borrower shall cause each SC Affiliate to take such steps as are necessary to
assure that each of them (and their respective shareholders, partners and
members) does not commit any act, or fail to commit any act, the occurrence of
which or the failure of which to occur would cause the Loan to be a Prohibited
Transaction.

                  (b) If the provisions of this Section 4.31 are violated,
Borrower agrees, at its own cost and expense, to take such steps as Lender shall
reasonably request to prevent the occurrence of a Prohibited Transaction or to
correct the occurrence of a Prohibited Transaction. Borrower agrees to
indemnify, defend and hold the Indemnified Parties free and harmless from and
against all loss, costs (including, without limitation, reasonable attorney's
fees and expenses), taxes, penalties, damages and expenses any Indemnified Party
may suffer by reason of the investigation, defense and settlement of claims
based upon a breach of the foregoing provisions. The provisions of Section 4.31
hereof shall apply to such indemnification. The foregoing indemnification shall
survive repayment of the Loan.

         4.32 SC Agreements with Affiliates. From and after the Effective Date,
no SC Affiliate shall enter into any contract, agreement or other arrangement
with any Affiliate without Lender's prior written consent.

         4.33 Books and Records. Borrower shall cause each SC Affiliate to keep
and maintain, or cause to be kept and maintained, at all times at its principal
office or the Manager's office, complete, true and accurate books of account and
records reflecting the results of its operations. Borrower shall permit and
cause the Manager and SC Affiliate to permit Lender, its agents, consultants and
representatives, upon reasonable notice (which may be given orally or in
writing) and at reasonable times, to examine and audit such books and records
and make copies thereof, at Borrower's expense. Borrower shall cause the
Manager, each SC Affiliate and their Affiliates to make all records relating to
the Shopping Centers available to Lender and shall cause the Manager to
cooperate with any examination, audit or other inquiry (including causing the
personnel responsible for the Shopping Centers to be available to respond to
inquiries).

         4.34 SC Management, Etc.

                  (a) The Shopping Centers shall at all times be managed in a
competent and professional manner appropriate for buildings similar to the
Shopping Centers by either Borrower or a prominent professional managing agent
approved by Lender (a "SC Manager") pursuant to a management agreement with the
SC Manager approved by Lender (the "SC Management Agreement"), such approval not
to be unreasonably withheld. Lender hereby approves Brentway Management LLC as
the initial SC Manager. Notwithstanding anything to the contrary herein


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contained, any third party managing agent, and the terms and conditions of any
management agreement therewith, or any amendment or modification of any
management agreement theretofore approved by Lender, shall be subject to
Lender's prior approval which may be granted or withheld in Lender's reasonable
judgment.

                  (b) Borrower represents it has delivered to Lender a true,
correct and complete copy of the SC Management Agreement for each Shopping
Center, which SC Management Agreements are hereby approved by Lender; provided,
however, that the terms and conditions of any subsequent SC Management Agreement
between SC Manager and any SC Affiliate, or any amendment or modification of any
SC Management Agreement between SC Manager and any SC Affiliate, and any
compensation of SC Manager with respect to its services performed at or in
connection with any Shopping Center (other than an extension of the existing SC
Management Agreement for compensation which is no greater, and on terms and
conditions no less favorable to the applicable SC Affiliate, than those
contained in the existing SC Management Agreement) are subject to approval by
Lender in its sole but reasonable discretion.

                  (c) In the event that there shall have occurred and be
continuing an Event of Default, then, upon Lender's request, Borrower shall
replace the present SC Manager with a managing agent approved by Lender in its
sole discretion.

         4.35 SC Financial Statements; Approved Operating Budget, Audit Rights.
Until payment in full of the Obligations, Borrower shall cause the following
financial statements and information, in form and substance satisfactory to
Lender, to be delivered as and when hereinafter provided:

                  (a) as soon as practicable and in any event within ninety (90)
days after the end of each fiscal year of each SC Affiliate, audited statements
of financial position (balance sheet) of each SC Affiliate as of the end of each
such fiscal year during the Term, detailing all receipts in respect of each
Shopping Center, all expenses in respect of each Shopping Center (and,
separately delineated, all other recurring and non-recurring expenses in the
nature of capital items under GAAP) and retained earnings, changes in financial
position and cash flows for such fiscal year, which statements shall be duly
certified by the Designated Officer of Borrower to fairly represent the
financial condition of each SC Affiliate as of the date thereof, prepared in
accordance with GAAP and accompanied by an opinion of the Approved Accountants
(which opinion shall be unqualified and shall not contain any statement of
emphasis) to the effect that such financial statements present fairly, in all
material respects, the financial condition of the applicable SC Affiliate as of
the end of the fiscal year being reported on and that the results of the
operations and cash flows for such year were prepared and are in conformity with
GAAP and that the examination of the Approved Accountants in connection with
such financial statements has been conducted in accordance with GAAP and
included such tests of the accounting records and such other auditing procedures
as the Approved Accountants deemed necessary in the circumstances which
statements of financial position shall be incorporated within the consolidated
statements of financial position for Guarantor;

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                  (b) promptly and in any event within forty-five (45) days
after the end of each fiscal quarter of each SC Affiliate, an unaudited
quarterly statement of financial position (balance sheet) of each SC Affiliate,
a statement of profits and losses and a calculation of net cash flows for such
quarter, including all receipts in respect of each Shopping Center and all
expenses in respect of each Shopping Center, and a schedule of accounts payable
as of the end of such fiscal quarter, such quarterly financial statements to be
certified by a Designated Officer of Borrower to fairly represent the financial
condition of the applicable SC Affiliate as of the date thereof and to have been
prepared and reported on in conformity with GAAP which statements of financial
position shall be incorporated within the consolidated statements of financial
position for Guarantor;

                  (c) promptly and in any event within fifteen (15) Business
Days after the end of each calendar month (i) a monthly operating statement,
prepared on a cash basis, showing all SC Receipts, SC Expenses (and, separately
delineated, all other recurring and non-recurring expenses in the nature of
capital items under GAAP) and net cash flow for the applicable calendar quarter
and year-to-date results and variances from the same month for prior calendar
year and from the SC Approved Operating Budget, and such other matters as Lender
shall reasonably require and (ii) monthly SC Rent Rolls, (dated as of the last
day of the applicable calendar month and identifying all current SC Tenants and
the floor and space occupied or leased thereby), the amount of square footage
demised under each SC Lease, the current monthly and annual rent payable under
each SC Lease, the calculated rent per rentable square foot, the commencement
and expiration date of each SC Lease, the SC Security Deposits held pursuant to
each SC Lease, a description of any termination or expansion options, rental
increase dates and amounts, CPI increases (if applicable), escalation and
pass-through expense detail (including base year data), any percentage rent
formula (and most recently available SC Tenant sales data if required to be
provided by the related SC Tenant) and such other matters as Lender shall
reasonable require), which monthly operating statements and SC Rent Rolls shall
be certified by a Designated Officer to be true, correct and complete in all
material respects;

                  (d) not later than each December 15 during the Term, a
reasonably detailed cash basis operating budget for each Shopping Center
covering the calendar year commencing on the following January 1, each of which
budgets shall be subject to Lender's approval (each such budget, when so
approved, an "SC Approved Operating Budget"). Until Lender shall approve a new
budget, the SC Approved Operating Budget from the prior year shall remain in
effect. If as of the beginning of any calendar year any operating budget for
such year has not been agreed to as provided above, Borrower shall cause the SC
Affiliates to operate each Shopping Center in accordance with the SC Approved
Operating Budget applicable during the immediately preceding year except (i) to
the extent Lender has approved particular SC Expenses in the proposed operating
budget, Borrower shall have the right to cause the SC Affiliates to incur and
pay such approved SC Expenses, (ii) Borrower shall have the right to cause the
SC Affiliates to incur and pay all SC Nondiscretionary Expenses when due,
subject to Lender's right to reject SC Nondiscretionary Expenses (other than SC


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Impositions and Insurance Premiums) which exceed by more than five percent (5%)
the amount of such SC Nondiscretionary Expense in the SC Approved Operating
Budget applicable during the immediately preceding year and (iii) unless
specifically approved by Lender, no SC Discretionary Expenses, capital
expenditures, tenant allowances, tenant inducement or leasing commissions shall
be incurred or paid. The SC Approved Operating Budget for calendar year 2001 is
attached hereto as Exhibit O and made a part hereof;

                  (e) promptly and in any event within fifteen (15) Business
Days after the end of each calendar month, a project report setting forth in
narrative form the status, with respect to each Shopping Center of (i) all
leasing activity, including a listing of all leasing leads and a summary of the
material terms proposed, accompanied by copies of all term sheets and responses
thereto, (ii) all refinancing and construction loan activity, accompanied by
copies of all loan requests and proposals and (iii) all predevelopment and
development activities, accompanied by copies of all schematic design drawings
and site analyses, plans and specifications and design and construction
documentation; and

                  (f) together with each of the financial statements and
information required pursuant to clauses (a) through (e) immediately above,
inclusive, a certificate of the Designated Officer of Borrower certifying that
Borrower has observed and performed, in all material respects, all of its
covenants and other agreements contained in this Agreement and the other Loan
Documents, whether there exists any Default or Event of Default and, if there
is, specifying the nature and period of existence thereof and the action taken
or proposed to be taken with respect thereto.

         4.36 SC Maintenance of Non-Taxable Status. Borrower shall cause each SC
Affiliate to maintain its status as a company taxable as a partnership for the
purposes of Federal, state and local income taxation.

         4.37 SC Environmental. Borrower shall cause each SC Affiliate to fully
and truly comply with and perform or cause to be complied with and performed
each of the SC Environmental Covenants and Indemnities.

         4.38 SC Inspections. Borrower shall cause each SC Affiliate to permit
Lender and its agents, consultants or representatives, to enter upon the
Shopping Centers on reasonable notice (which may be given orally or in writing)
at reasonable times to inspect the SC Improvements. Lender or its agents,
consultants or representatives as part of any inspection may take soil, air,
water, building material and other samples, subject to the rights of SC Tenants
under SC Leases.

         4.39 SC Use of Premises; Zoning Change. Borrower shall not permit or
cause any SC Affiliate to initiate or acquiesce in a change in the plat of
subdivision or zoning classification of the Shopping Centers without Lender's
prior written consent, which consent shall not be unreasonably withheld or
delayed.

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         4.40 SC Required Insurance. Borrower shall at all times cause each SC
Affiliate to maintain all SC Required Insurance pursuant to Section 5.8 hereof.

         4.41 SC Construction.

                  (a) All SC Approved Tenant Improvements constituting SC
Landlord Work shall be completed pursuant to SC Approved Tenant Improvement
Plans and Specifications by SC Approved Tenant Improvement Contractor(s); all SC
Approved Base Building Work shall be completed pursuant to SC Approved Base
Building Work Plans and Specifications by SC Approved Base Building Work
Contractor(s); and all SC Approved Tenant Improvements constituting SC Landlord
Work and SC Approved Base Building Work shall be completed in compliance with
all applicable Legal Requirements. Borrower shall not permit or cause any SC
Affiliate to undertake any capital improvements to any portion of the Shopping
Centers which do not constitute SC Approved Tenant Improvements or SC Approved
Base Building Work.

                  (b) In addition to all SC Required Insurance, while performing
SC Approved Tenant Improvements constituting SC Landlord Work and SC Approved
Base Building Work hereunder, Borrower shall cause the applicable SC Affiliate
to provide or cause to be provided workers compensation, builder's risk (if
required by Lender) and public liability insurance and other insurance required
under applicable law in connection therewith. Certified copies of such policies
shall be deposited with Lender. The disbursement of monies from any accounts
held by Lender, or other acknowledgment by Lender and/or the Servicer of
completion of any SC Approved Tenant Improvements constituting SC Landlord Work
or SC Approved Base Building Work in a manner satisfactory to Lender, shall not
be deemed a certification by Lender or the Servicer that the same has been
completed in accordance with applicable building, zoning or other codes,
ordinances, statutes, laws, regulations or Legal Requirements of any
Governmental Authority. Borrower shall at all times have the sole responsibility
for insuring that the foregoing is completed in accordance with all such Legal
Requirements.

         4.42 SC Contracts.

                  (a) Except as permitted in this Section 4.42, Borrower shall
not permit or cause any SC Affiliate to enter into, modify, amend, consent to
the cancellation or surrender of or terminate any SC Contract, whether now
existing or hereafter entered into, without the prior written consent of Lender,
which consent shall not be unreasonably withheld.

                  (b) Borrower shall cause the SC Affiliates to timely comply
with or cause to be complied with all material terms and conditions on the
applicable SC Affiliate's part to be performed under each SC Approved Contract.

         4.43 SC Report Updates.

                  (a) Lender shall have the right at any time from time to time
throughout the Term to order additional engineering reports with respect to the
Shopping Centers. Such additional engineering reports shall be paid for by


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Borrower in accordance with Section 6.4 hereof; provided, however, that Borrower
shall not be required to pay for such additional engineering reports more
frequently than once every year unless (i) an Event of Default has occurred,
(ii) any such additional engineering report is required by applicable Legal
Requirements to be obtained or (iii) in Lender's sole but good faith judgment,
an adverse change in the condition of the Shopping Centers has occurred.

                  (b) Lender shall not be liable for any action or inaction by
Borrower or any SC Affiliate with respect to any repair or replacement
recommended in any engineering report, notwithstanding any review or approval of
Borrower's or any SC Affiliate's method of repair or replacement, as applicable,
or any response by Lender.

         4.44 SC Non-Competition. From and after the Closing Date until payment
in full of the Obligations, Borrower shall not permit or cause any SC Affiliate
to engage in any Competitive Business.

         4.45 No SC Sale or Refinancing. Supplementing the provisions of
Sections 4.2 and 4.3 hereof, notwithstanding that either such activity may
result in the payment in full of the entire Outstanding Principal Balance and
other sums and charges, Borrower shall not permit or cause any SC Affiliate to
sell or refinance the Shopping Centers without the prior written consent of
Lender.

                                   ARTICLE 5
                      INSURANCE; CASUALTY AND CONDEMNATION

         5.1 Insurance; Coverages. Borrower shall at all times prior to payment
or satisfaction in full of the Obligations, obtain or cause to be obtained in
respect of Borrower and the Premises the following policies of insurance, to the
extent applicable in Lender's sole discretion, issued by insurance companies and
containing terms satisfactory to Lender in its sole discretion:

             5.1.1 comprehensive all risk insurance (including coverage for
earthquake subsidence and/or earth movements, if necessary) on the Improvements
and the personal property of Borrower (including coverage for earthquake
subsidence and/or earth movements, if necessary) or any Affiliate of Borrower
located on the Premises (which may be carried on a blanket basis with other
properties provided that the coverages and premiums therefor are separately
allocated and stated) including contingent liability from "Operation of Building
Laws," "Demolition Costs" and "Increased Cost of Construction" endorsements, in
each case (a) in an amount equal to 100% of the "Full Replacement Cost" (which
for purposes hereof shall mean actual replacement value exclusive of costs of
excavations, foundations, underground utilities and footings), as determined by
an appraiser or contractor designated and paid by Borrower and reasonably
approved by Lender, or by an engineer or appraiser in the regular employ of the
insurer, with a waiver of depreciation, (b) containing an "Agreed Amount"
endorsement with respect to the Improvements and personal property of Borrower
or any Affiliate of Borrower located on the Premises, waiving all co-insurance
provisions, (c) providing for no deductible in excess of $25,000.00 and (d)
containing an "Ordinance or Law Coverage" or "Enforcement" endorsement if any of
the Improvements or the use of the Premises shall constitute legal
non-conforming structures or uses ("Property Insurance");

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             5.1.2 commercial general liability insurance against claims for
personal injury, bodily injury, death or property damage occurring upon, in or
about the Premises ("Liability Insurance"), which Liability Insurance may be
carried under one or more insurance policies aggregating the minimum combined
single limit hereinbelow described and shall (a) be on the so-called
"occurrence" form with a combined single limit of not less than $2,000,000.00
with at least a $100,000,000.00 "umbrella" policy, (b) continue at not less than
the aforesaid limit until required to be changed by Lender in writing by reason
of changed economic conditions making such protection inadequate and (c) cover
at least the following hazards: (i) premises and operations, (ii) products and
completed operations on an "if any" basis, (iii) independent contractors, (iv)
blanket contractual liability for all written and oral contracts and (v)
contractual liability covering the indemnities contained in the Loan Documents
to the extent the same is available at commercially reasonable premium rates;

             5.1.3 business income or interruption (loss of rents) insurance
("Business Insurance") determined by Lender based on Lender's reasonable
estimate of Borrower's gross income, (a) with loss payable to Lender, (b)
covering all risks required to be covered by the Property Insurance, (c)
containing an "Extended Period of Indemnity" endorsement which provides that
after the physical loss to the Improvements and personal property located on the
Premises has been repaired, the continued loss of income will be insured until
the expiration of not less than two (2) years from the date of the loss,
notwithstanding that the policy may expire prior to the end of such period and
(d) in an amount equal to 100% of the projected gross income from the Premises
for a period of two (2) years;

             5.1.4 flood hazard insurance ("Flood Insurance") for such portions
of the Premises as are located in a federally designated "special flood hazard
area" and in which flood insurance has been made available under the National
Flood Insurance Act of 1968, as amended;

             5.1.5 at all times during which any work or construction, repairs
or alterations are being made with respect to the Improvements or on the
Premises Property Insurance, written on a so-called builder's risk completed
value form (a) on a non-reporting basis, (b) against all risks insured against
under the Property Insurance, (c) including permission to occupy the subject
property, and (d) with an "Agreed Amount" endorsement waiving co-insurance
provisions ("Builder's Risk Insurance");

             5.1.6 if there shall be any employees of Borrower on the Premises,
worker's compensation, subject to the statutory limits of the State of Florida,
and employer's liability insurance with a limit of at least $5,000,000.00 per
accident and per disease per employee, and $5,000,000.00 for disease aggregate
in respect of any work or operations on or about the Premises or in connection
with the Premises ("Worker's Compensation Insurance");

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<PAGE>

             5.1.7 comprehensive boiler and machinery insurance, if applicable,
in amounts as shall be reasonably required by Lender ("Boiler -------
Insurance"); and

             5.1.8 such other insurance as Lender may reasonably require from
time to time (together with the Property Insurance, the Liability Insurance, the
Business Insurance, the Flood Insurance, the Builder's Risk Insurance, the
Worker's Compensation Insurance and the Boiler Insurance, as applicable, the
"Required Insurance").

         5.2 Identification of Lender. Lender's security interest in the
Premises shall be identified in the Required Insurance as follows:

                  (i) The Property Insurance, the Flood Insurance, the Builder's
Risk Insurance and the Boiler Insurance shall provide for at least thirty (30)
days written notice to Lender in the event of policy cancellation and/or
material change and shall identify Lender and Lender's address under the "New
York Standard Mortgagee Clause" (noncontributory) endorsement:

                  SWH Funding Corp., its successors,  assigns and participants,
                  as their respective  interests may appear, as mortgagee

                  (ii) The Liability Insurance shall provide for at least thirty
(30) days written notice to Lender in the event of policy cancellation and/or
material change, and shall name Lender as an additional insured; and

                  (iii) The Business Insurance shall provide for at least thirty
(30) days written notice to Lender in the event of policy cancellation and/or
material change and shall contain a Loss Payable endorsement attached to the
policy identifying Lender, as follows:

                  SWH Funding Corp., its successors,  assigns and participants,
                  as their respective  interests may appear, as mortgagee

                  (iv) The Worker's Compensation Insurance shall provide for a
least thirty (30) days written notice to Lender in the event of policy
cancellation and/or material change and Borrower shall produce for Lender
evidence of such insurance in the form of an ACORD Certificate of Insurance.

         5.3 Approved Insurer; Premiums and Policies. The Required Insurance
shall be carried by insurance companies authorized to do business in the State
of Florida having a general policy rating of A or better and a financial class
of VI or better by A.M. Best Company, Inc. and be acceptable to Lender. Borrower
shall pay the premiums for the Required Insurance as the same become due and
payable. Not later than thirty (30) days prior to the expiration date of each of
the Required Insurance, Borrower shall deliver to Lender or cause to be
delivered to Lender a renewal policy or policies (evidences of such renewal
policy or policies in Acord 27 Form) for each of the Required Insurance marked
"premium paid" or accompanied by other evidence of payment of premium
satisfactory to Lender. If at any time Lender is not in receipt of written


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evidence that all Required Insurance hereunder is in force and effect, Lender
shall have the right to take such action as Lender deems necessary to protect
its interest in the Premises, including, without limitation, the obtaining of
such insurance coverage as Lender in its sole discretion deems appropriate, and
all expenses incurred by Lender in connection with such action or in obtaining
such insurance and keeping it in effect shall be paid by Borrower to Lender upon
demand.

         5.4 Waiver of Subrogation. The Required Insurance (except for Worker's
Compensation Insurance), as applicable, and all renewals thereof shall contain,
in form and substance reasonably acceptable to Lender, a standard "Waiver of
Subrogation" endorsement, and an endorsement providing in general that any claim
or defense the insurance company may have against Borrower to deny payment of
any claim by Borrower thereunder shall not be effective against Lender (and
affirmatively providing that the insurance company will pay the proceeds of such
Required Insurance to Lender notwithstanding any claim or defense of the
insurance company against Lender).

         5.5 No Separate Insurance. Borrower will not take out separate
insurance concurrent in form or contributing in the event of loss with that
required to be maintained pursuant to this Section 5. ---------

         5.6 Casualty; Proceeds of Required Insurance. Borrower shall give
Lender prompt notice of any loss or damage to the Premises, and:

                  (a) In the case of any loss or damage covered by any Required
Insurance, Lender (or, after entry of a decree of foreclosure, the purchaser
upon foreclosure or decree creditor, as the case may be) is hereby authorized
(i) if an Event of Default shall have occurred or, if no Event of Default shall
have occurred but Borrower fails to settle and adjust any claim within ninety
(90) days after such casualty has occurred, to settle and adjust any claim under
such Required Insurance without the consent of Borrower, or (ii) if no Event of
Default has occurred, to allow Borrower within ninety (90) days after such
casualty to settle and adjust such claim with, if any settlement may reasonably
be anticipated to result in proceeds in excess of $50,000.00, the consent of
Lender, not to be unreasonably withheld; provided, however, that in either case
Lender shall, and is hereby authorized to, collect and receive any such
insurance proceeds. The expenses incurred by Lender in the adjustment and
collection of such proceeds of Required Insurance shall be additional
Obligations, and shall be reimbursed to Lender upon demand or, at Lender's
option, in the event and to the extent sufficient proceeds are available,
deducted by Lender from such proceeds of Required Insurance prior to any other
application thereof. Each insurance company which has issued Required Insurance
is hereby authorized and directed to make payment for all losses covered by such
Required Insurance to Lender alone, and not to Lender and Borrower jointly.
Borrower agrees to execute all documents and make all deliveries required in
order to permit adjustment and payment of insurance proceeds as provided above.

                  (b) Lender shall, in its sole discretion, apply the proceeds
of Required Insurance consequent upon any casualty either (i) to reduce the
Obligations, in such order or manner as Lender may elect; or (ii) to reimburse
Borrower for or to pay the cost of restoring, repairing, replacing or rebuilding


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(collectively, a "Restoration") the loss or damage caused by such casualty,
subject to the conditions of, and in accordance with, the provisions of clause
(g) immediately below.

                  (c) Whether or not proceeds of Required Insurance are made
available to Borrower or are sufficient for such purposes, Borrower hereby
covenants to, promptly after such casualty and at Borrower's sole cost and
expense, commence and thereafter diligently proceed to restore the Improvements,
to be of at least equal value and of substantially the same character as prior
to such loss or damage, if allowed by law, in accordance with all Legal
Requirements and plans, specifications and procedures to be first submitted to
and approved by Lender, and Borrower shall pay all costs of such Restoration.

                  (d) Any portion of the proceeds of Required Insurance
remaining after payment in full of the Obligations shall be paid to Borrower or
as ordered by a court of competent jurisdiction.

                  (e) In the event of foreclosure of the Mortgage or other
transfer or title to the Premises in extinguishment of the Obligations, all
right, title and interest of Borrower in and to any Required Insurance
(including, without limitation, the right to a refund of insurance premiums and
all rights to the proceeds thereof) then in force shall pass to the purchaser of
the Premises in foreclosure or the grantee of a deed in lieu of foreclosure, and
Borrower hereby appoints Lender its true and lawful attorney-in-fact, coupled
with an interest, in Borrower's name, to assign and transfer all such policies
and proceeds to such purchaser or grantee.

                  (f) All proceeds of Business Insurance with respect to damage
to the Premises shall be applied by Lender as and when received in accordance
with Section 2.3 hereof.

                  (g) Provided that no Event of Default has occurred and is then
continuing, proceeds of Required Insurance that Lender has agreed to apply to
Restoration of the Premises in accordance with Section 5.6(b) hereof shall be
disbursed from time to time (but not more often than monthly) upon Lender being
furnished with (i) evidence reasonably satisfactory to Lender from an
independent architect or other Person, in any case, approved by Lender of the
estimated cost of completion of the Restoration, (ii) cash sufficient in
addition to the proceeds of Required Insurance, to complete and fully pay for
the completion of the Restoration, based on the cost estimate referenced in
clause (i) immediately above, (iii) a request from Borrower dated not more than
twenty (20) Business Days prior to the application for such payment, requesting
such payment or reimbursement and setting forth the Restoration work which is
the subject of such request, the parties which performed such work, and the
actual cost thereof, and certifying that such work and materials are free and
clear of Liens other than Approved Permitted Encumbrances, and (iv) such
architect's certificates, waivers of lien, contractor's sworn statements, title
insurance endorsements, plats of survey and such other evidences of cost,
payment and performance as Lender may reasonably require and approve. Lender
may, in all events, require that all plans and specifications for any such
Restoration be submitted to and approved by Lender (such approval not to be
unreasonably withheld or delayed) and that all required Permits be obtained
prior to commencement of Restoration work. Except as provided below, any cash


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provided in accordance with clause (ii) immediately above shall be applied as if
such cash were proceeds of Required Insurance. No payment made prior to the
final completion of the Restoration shall exceed ninety percent (90%) of the
value of the Restoration work performed or materials delivered, as applicable,
from time to time, as such value shall be determined by Lender in its reasonable
judgment. Funds other than proceeds of Required Insurance shall be disbursed
prior to disbursement of such proceeds, except as may otherwise be provided
herein; and at all times the undisbursed balance of such proceeds, together with
cash furnished to Lender in accordance with clause (ii) immediately above to pay
the cost of completion of the Restoration, shall be at least sufficient in the
reasonable judgment of Lender to pay the entire unpaid cost of the completion of
the Restoration, free and clear of all Liens or claims for Lien. In addition to
all other conditions contained in this Section 5.6(g), final payment of all
proceeds of Required Insurance remaining with Lender shall be made upon receipt
by Lender of a certification by an independent architect approved by Lender as
to the completion of the Restoration substantially in accordance with the
submitted plans and specifications, and the filing of a notice of completion (if
such filing is required by applicable Legal Requirements). Any surplus which may
remain out of proceeds of Required Insurance (or cash provided pursuant to
clause (ii) immediately above) held by Lender after payment of such costs of
Restoration shall be applied by Lender to reduce the Obligations. If there shall
have occurred an Event of Default while Lender is holding funds for Restoration
(including for these purposes any cash deposited pursuant to clause (ii)
immediately above), Lender may at its sole option apply such funds against the
Obligations in such order or manner as Lender may elect. If the cost of
Restoration of the loss or damage from any casualty is estimated to exceed
$500,000.00, Borrower shall pay, from time to time, within five (5) Business
Days after demand therefor, the fees and expenses of any consultant hired by
Lender to review the progress of the Restoration and inspect the work of
Restoration, which consultant's approval shall be required for any disbursement
to be made. Lender shall not be obligated to see to the proper application of
funds disbursed to Borrower pursuant hereto, whether pursuant to the above
conditions or upon waiver thereof.

         5.7 Condemnation and Eminent Domain.

                  (a) Any and all awards (the "Awards") heretofore or hereafter
made or to be made by any Governmental Authority for the taking by condemnation
or eminent domain, of all or any part of the Premises (including any award from
the United States government at any time after the allowance of a claim
thereof), or the proceeds from a transfer in lieu of such condemnation or
eminent domain are hereby assigned by Borrower to Lender, which Awards Lender
hereby authorized to collect and receive from the condemnation authorities.
Lender is hereby authorized to give appropriate receipts and acquaintances
therefor and Borrower hereby appoints Lender Borrower's attorney-in-fact,
coupled with an interest, to collect such Awards. Borrower shall give Lender
prompt notice of the actual or threatened commencement of any condemnation or
eminent domain proceedings affecting all or any part of the Premises and shall
deliver to Lender copies of any and all papers served in connection with any
such proceedings. Borrower further agrees to make, execute and deliver to


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Lender, at any time upon request, free, clear and discharged of any encumbrance
of any kind whatsoever, any and all further assignments and other instruments
deemed reasonably necessary by Lender for the purpose of validly and
sufficiently assigning all Awards and other compensation heretofore and
hereafter made to Borrower upon any taking, either permanent or temporary, under
any such proceeding and all proceeds paid from a sale in lieu of such taking,
and to facilitate Lender's collection and receipt of the same. If
notwithstanding the foregoing provisions any Award or other compensation
described above is nonetheless paid to Borrower, Borrower shall hold such monies
in trust for the benefit of Lender and shall immediately pay the same to Lender.
The expenses incurred by Lender in the collection and administration of any
Award (or any other compensation or proceeds described above), including,
without limitation, reasonable attorneys' fees and disbursements, shall be
additional Obligations, and shall be reimbursed to Lender upon demand or, at
Lender's option, in the event and to the extent sufficient proceeds are
available, shall be deducted by Lender from said proceeds prior to any other
application hereof. Borrower may not settle or compromise any claim for or right
to receive any Award (or related compensation) or its rights under any
proceeding with respect thereto without the prior written consent of Lender.
Notwithstanding any taking (including, without limitation, any transfer made in
lieu of such taking), Borrower shall continue to pay the Loan with interest
thereon at the time and in the manner provided for in the Note and the other
Loan Documents and the Obligations shall not be reduced by reason of such taking
(or transfer in lieu thereof) unless and until any Award (or related
compensation) shall have been actually received and applied by Lender to such
Obligations and then only to such extent. Borrower shall not be limited to any
interest paid on the Award by the condemning authority but shall be entitled to
receive out of the Award interest at the rates set forth herein and in the Note.

                  (b) In the event of any partial taking of the Premises or any
interest in the Premises (or transfer in lieu thereof) which in the reasonable
judgment of Lender leaves the Premises (after taking into account any
Restoration to be performed) as an architectural and economic unit of the same
character and not materially less valuable than the same was prior to the
taking, provided no Event of Default shall have occurred, and (i) in Lender's
reasonable judgment the cost of Restoration of the Premises is less than
$100,000.00 and (ii) such Restoration can be completed in less than ninety (90)
Business Days but, in no event, beyond the Maturity Date, then the Award and
other compensation paid in connection therewith (after deducting Lender's
reasonable fees as provided in Section 5.7(a) hereof) shall be applied to
reimburse Borrower for the cost of Restoration of the Premises and Borrower
shall effect such Restoration of the Premises and such Award and other
compensation paid in connection therewith (after deducting Lender's reasonable
fees as provided in Section 5.7(a) hereof) shall be disbursed in the same
manner, and subject to the same limitations, as provided in Section 5.6(g)
hereof for the application of proceeds of Required Insurance; provided, however,
that any surplus after payment of such cost of Restoration shall, at the
election of Lender, be applied against the Obligations, in such order and manner
as Lender shall elect. In the event of any taking (or transfer in lieu thereof),
other than a taking (or transfer in lieu thereof) under which the Award (or
other compensation) is required to be applied to Restoration as provided in the
immediately preceding sentence, then, any Award (and related compensation) shall
be applied, at Lender's election in its sole discretion either (A) to the cost
of Restoration as provided in the immediately preceding sentence or (B) against
the Obligations in such order or manner as Lender shall elect.

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         5.8 SC Insurance; SC Casualty and Condemnation. Subject to compliance
with the express provisions of the SC Loan Documents, each and every provision
of Sections 5.1 through 5.7, inclusive, shall be equally applicable to the SC
Affiliates and the Shopping Centers and is hereby incorporated into this Section
5.8, mutatis mutandis, as if such provisions were set forth in this Section 5.8
at length. By way of example, if Borrower is required to obtain any particular
insurance with respect to the Premises, then each SC Owner shall also be
required to obtain such insurance with respect to the related Shopping Center.

                                   ARTICLE 6
                                EVENTS OF DEFAULT

         6.1 Events of Default. The term "Default" shall mean any one or more of
the events set forth below prior to the expiration of the applicable notice or
grace period, if any. The term "Event of Default" shall mean any one or more of
the events set forth below after the expiration of the applicable notice or
grace period, if any.

             6.1.1 Non-Payment. Failure by Borrower to pay (a) any periodic
installment of interest or principal or any other regularly scheduled payment
within seven (7) days after the same shall become due and payable hereunder or
under any other Loan Document, (b) the Outstanding Principal Balance of the
Note, together with all interest accrued thereon, the Exit Fee, all Late
Charges, the Equity Fee and all other sums which may then be owed by Borrower to
Lender, on the Maturity Date or upon prepayment of the Note in full or (c) any
other amounts to be paid by Borrower hereunder or under any other Loan Document,
including, without limitation, the First Mandatory Prepayment and the Second
Mandatory Prepayment, within ten (10) days from the date on which Lender gives
Borrower written notice of such failure.

             6.1.2 Affirmative Covenants. Failure by Borrower or any other
Person to duly keep, perform and observe any Affirmative Covenant or agreement
in this Agreement, the Note, the Mortgage or in any other Loan Document (unless
the same constitutes a Default under any other subsection of this Section 6.1 or
any other Loan Document, in which case the grace or cure period, if any set
forth in such other subsection shall govern) within thirty (30) days of Lender's
notice thereof; provided, however, that in the event such failure is curable but
not reasonably susceptible of cure within such thirty (30) days, and Borrower
commences the cure thereof within such thirty (30) days, Borrower's failure to
effect such cure within such thirty (30) days shall not constitute an Event of
Default if Borrower diligently prosecutes such cure to completion within sixty
(60) days of Lender's notice of such failure, but in no event beyond the
Maturity Date.

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             6.1.3 Negative Covenants. If Borrower or any other Person shall
breach or otherwise not comply with any Negative Covenant set forth herein or in
any other Loan Document (unless the same constitutes a Default under any other
subsection of this Section 6.1 or any other Loan Document, in which case, the
grace or cure period, if any, set forth in such other subsection shall govern)
and such Default shall continue for five (5) days after written notice thereof
by Lender to Borrower, provided that no such notice and grace shall be required
with respect to a knowing, intentional and willful breach of a Negative
Covenant.

             6.1.4 Financial Statements. If any material inaccuracy shall exist
in any of the Financial Statements, the SC Financial Statements or in any other
financial statement or other information furnished by Borrower or any Designated
Officer or any other Person on behalf of Borrower, any SC Affiliate or any other
Significant Party to Lender pursuant to the provisions of this Agreement or any
other Loan Document or to induce Lender to make the Loan or any advance
thereunder or to consent to any matter hereunder or under any other Loan
Document.

             6.1.5 Representations. If, at any time, any representation,
warranty or certification made by Borrower or any other Significant Party, as
applicable, in this Agreement, the Note or any other Loan Document, or in any
document delivered pursuant to any Loan Document, or otherwise delivered in
connection with the Loan, shall be untrue, incorrect or misleading in any
material respect when made.

             6.1.6 Other Loan Documents. If an "Event of Default" (or any other
term(s) of similar import) shall occur under the Mortgage or under any other
Loan Document (or under any document evidencing or securing or delivered in
connection with any loan (other than the Loan) which Lender may hereafter elect
to make to Borrower) or any other default (or term(s) of similar import) shall
occur and continue beyond the applicable notice or grace period, if any, under
or with respect to any Loan Document (or under or with respect to any of the
documents evidencing or securing any such other loan).

             6.1.7 Demolition or Alterations. Except as otherwise permitted or
contemplated herein or in the other Loan Documents, the commencement of
demolition of or material alterations to the Premises or the Shopping Centers
without the prior written consent of Lender, which consent may be granted or
withheld by Lender in Lender's sole and absolute discretion.

             6.1.8 Failure to Deliver Estoppel Certificate. If Borrower shall
fail to deliver any estoppel certificate required by Section 4.12 hereof within
the time period provided therein.

             6.1.9 Cessation. If Borrower, any SC Affiliate or Guarantor ceases
to exist.

             6.1.10 Transfer. If there shall occur a Transfer or other event
prohibited under Section 4.2(a) hereof which is not a Permitted Transfer.

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             6.1.11 Liens. If, in violation of Section 4.3 hereof, all or any
part of the Premises, the Shopping Centers and/or the other Collateral or any
part thereof is mortgaged, pledged or hypothecated or any other Lien is placed
thereon.

             6.1.12 Involuntary Bankruptcy, Etc. The entry by a court of (a) a
decree or order for relief in respect of any SC Affiliate or any Significant
Party in an involuntary case or proceeding under any applicable federal or state
bankruptcy, insolvency, reorganization or other similar law or (b) a decree or
order adjudging any SC Affiliate or any Significant Party a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of any SC Affiliate or
any Significant Party under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of any SC Affiliate or any Significant Party or of any substantial part of the
property of any SC Affiliate or any Significant Party, or ordering the winding
up or liquidation of the affairs of any Significant Party, and the continuance
of any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of sixty (60) days.

             6.1.13 Voluntary Bankruptcy, Etc. (a) The commencement by any SC
Affiliate or any Significant Party of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or of any other case or proceeding, to be adjudicated a bankrupt or
insolvent, (b) the consent by any SC Affiliate or any Significant Party (i) to
the entry of a decree or order for relief in respect of Borrower, such SC
Affiliate or such Significant Party in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law, or (ii) to the commencement of any bankruptcy or insolvency case or
proceeding against Borrower, such SC Affiliate or such other Significant Party,
(c) the filing by any SC Affiliate or any Significant Party of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state bankruptcy, insolvency, reorganization or other similar law, (d) the
consent by any SC Affiliate or any Significant Party to the filing of such
petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of any SC
Affiliate or any Significant Party, or of any substantial part of any property
of any SC Affiliate or any Significant Party, (e) the making by any SC Affiliate
or any Significant Party of an assignment for the benefit of creditors or (f)
the admission by any SC Affiliate or any Significant Party in writing of its
inability to pay its debts generally as they become due.

             6.1.14 Judgments. If, at any time, a judgment shall be rendered
against any SC Affiliate or a Significant Party which, in Lender's good faith
determination, could adversely affect the ability of any SC Affiliate or any
Significant Party to perform any of its obligations, if any, under this
Agreement, the Note, any other Loan Document or any SC Loan Document.

             6.1.15 Leasing Breach. Except as otherwise expressly permitted
under Section 4.6 hereof, if any Lease shall be entered into, amended, modified,
cancelled or terminated without the prior written consent of Lender. Except as


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otherwise expressly permitted under Section 3.61 hereof, if any SC Lease shall
be entered into, amended, modified, cancelled or terminated without the prior
written consent of Lender.

             6.1.16 Organizational Documents. If at any time any Organizational
Document of Borrower, any SC Affiliate or Guarantor is modified in any material
respect without Lender's prior written consent.

             6.1.17 Delivery of Financial Statements; Annual Operating Budget.
If Borrower or Guarantor shall fail to deliver to Lender any Financial
Statement, any SC Financial Statement or other report required by Sections 4.14
or 4.43 hereof within the time period provided therein and shall fail to cure
such default within ten (10) days after notice from Lender.

             6.1.18 ERISA. If there shall occur a breach of any of the
provisions of Sections 4.31 or 4.8 hereof.

             6.1.19 Termination of Management Agreement, Etc. If, without
Lender's prior written consent, (a) the Manager or any SC Manager resigns or is
removed or the Management Agreement or any SC Management Agreement terminates
unless, in the case of a Management Agreement or any SC Management Agreement
with an entity which is not an Affiliate of Borrower, such Management Agreement
or such SC Management Agreement is replaced within ten (10) Business Days after
notice of such resignation, removal or termination with a replacement Management
Agreement and Manager or a replacement SC Management Agreement and SC Manager,
as applicable, satisfying the provisions of Sections 4.13 or 4.34, as
applicable, hereof, (b) there is any material change in the Management Agreement
or any SC Management Agreement without Lender's prior written consent or (c)
with respect to any Manager or any SC Manager which is an Affiliate of Borrower,
the ownership, management or control of such Manager or such SC Manager is
transferred to a Person which is not an Affiliate of Borrower.

             6.1.20 Other Conditions for Acceleration. If there shall occur any
condition set forth herein, in the Note, in the Mortgage or in any other Loan
Document permitting Lender to accelerate the Loan.

             6.1.21 Misapplication of Receipts. If Borrower shall (a) apply any
monies delivered to Borrower pursuant to Section 8 of the Cash Management
Agreement (or the Disbursement Instructions effectuating the same) other than to
pay amounts permitted to be paid with such funds pursuant to the provisions of
Section 8 of the Cash Management Agreement, and such breach shall continue for
two (2) Business Days following written notice thereof; provided, however, that
no such notice and grace shall be required with respect to an intentional breach
of such provision; or (b) fail to pay to Lender any amounts required to be paid
to Lender pursuant to Section 8(c) of the Cash Management Agreement at the time
such payment is to be made to Lender thereunder.



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             6.1.22 Prohibited Assignment. If Borrower attempts to delegate its
obligations or assign its rights under this Agreement or any of the other Loan
Documents, or any interest herein or therein.

             6.1.23 Holdings Agreement. If Borrower shall be in default of or
violate any of its obligation under the Holdings Agreement.

         6.2 Rights upon Event of Default. Upon the occurrence and during the
continuance of any Event of Default, Lender shall, in addition to all other
remedies conferred upon Lender at law or in equity or by the terms of the Note,
the Mortgage and the other Loan Documents, have the right, but not the
obligation, to pursue any one or more of the following remedies, concurrently or
successively, it being the intent hereof that all such remedies shall be
cumulative and that no such remedy shall be to the exclusion of any other:

                  (a) take any action which, in Lender's sole judgment, is
necessary or appropriate to effect observance and performance of the covenants,
agreements and obligations (under this Agreement and the other Loan Documents)
of Borrower or any other Person providing Collateral pursuant to, or obligated
to perform any of the terms and provisions of, this Agreement or the other Loan
Documents (each, an "Obligated Party");

                  (b) take any action which, in Lender's sole judgment, is
necessary or appropriate to effect observance and performance of the covenants,
agreements and obligations under this Agreement and the other Loan Documents;

                  (c) declare the Note to be immediately due and payable;
provided, however, that upon the occurrence of any event specified in Section
6.1.12 or Section 6.1.13 hereof, the Note shall automatically become immediately
due and payable, both as to principal and all interest and other amounts due
thereunder, without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived, notwithstanding anything contained herein or
in the Note to the contrary;

                  (d) use and apply any and all monies deposited in or credited
to, as the case may be, the Clearing Account, the Cash Collateral Account (or
any Mortgage Subaccount established thereunder) or any other monies deposited by
Borrower with Lender, regardless of the purpose for which the same were
deposited, to cure any Default or Event of Default, or to apply such monies on
account of any Obligations in such manner or order of priority as Lender may
determine in its sole and absolute discretion, or to operate the Premises, or
for any other purposes described herein or in any other Loan Document;

                  (e) take such actions as Lender shall deem necessary to
realize upon any or all of the Collateral, including, without limitation, the
institution of foreclosure actions and/or Uniform Commercial Code sales;

                  (f) institute one or more actions, suits or proceedings at law
or in equity for the specific performance of any covenant, condition or
agreement contained herein or in the Mortgage, the Note or any other Loan
Document or for the enforcement of any other appropriate legal or equitable
remedy; and/or

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                  (g) setoff against the obligations to Lender of Borrower or
any other Obligated Party, any sum owed by Lender or any Affiliate of Lender in
any capacity to Borrower or such other Obligated Party, or any property of any
of them in the possession of Lender or any Affiliate of Lender.

         6.3 Waiver of Stay, Extension and Moratorium Laws, Appraisal and
Valuation, Redemption and Marshalling.

                  (a) Borrower shall not at any time insist upon, or plead, or
in any manner whatsoever claim or take any benefit or advantage of any stay or
extension or moratorium law, any exemption from execution or sale of any
Collateral, or any part of any thereof, wherever enacted, which may affect the
covenants and terms of performance of the Loan Documents, nor claim, take or
insist upon any benefit or advantage of any law now or hereafter in force
providing for the valuation or appraisal of any of the Collateral, or any part
of any thereof, prior to any sale or sales thereof which may be made pursuant to
any provision of any Loan Document, or pursuant to the decree, judgment or order
of any court of competent jurisdiction; nor, after any such sale or sales, claim
or exercise any right under any statute to redeem the property so sold, or any
part thereof, and Borrower hereby expressly waives all benefit or advantage of
any such law or laws, and covenants not to hinder, delay or impede the execution
of any power herein granted or delegated to Lender, but to suffer and permit the
execution of every power as though no such law or laws had been made or enacted.
Borrower, for itself and all who may claim thereunder, waive, to the extent that
each lawfully may, all right to have any of the Premises marshaled upon any
foreclosure.

                  (b) In the event that any bankruptcy or insolvency proceeding
under any federal, state or local law is filed by or against Borrower, or its
assignees or designees at any time prior to payment in full of the Obligations,
Lender shall, to the extent permitted by law, be absolutely and unconditionally
entitled to relief from any automatic stay imposed with respect to Borrower or
its assignees or designees and/or the Premises by the filing of such bankruptcy
or insolvency proceeding, including, without limitation, the stay imposed
pursuant to Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a),
effective as of any such filing, without further action by Lender or order of
any court, and Lender shall be authorized to exercise all of its rights and
remedies with respect to the Premises, including, but not limited to, commencing
one or more foreclosure actions, seeking the appointment of a receiver therein
and selling the Premises therein, and Borrower hereby irrevocably consents to
the foregoing. Without limiting the previous sentence, Borrower hereby
irrevocably consents to, shall not oppose or contest, and shall not request or
cause any creditors' committee or any party in interest to oppose or contest,
any application for relief from the automatic stay or for "adequate protection,"
as that term is defined in the Bankruptcy Code, which may be filed by Lender in
any future bankruptcy or insolvency proceeding with respect to Borrower and/or
the Premises. No other action, inaction or agreement by Lender in any future
bankruptcy or insolvency proceeding shall be deemed to be a waiver of the rights
given to Lender hereby.

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         6.4 Preferences; Revival. Lender shall have no obligation to marshal
any assets in favor of Borrower or any other Person or against or in payment of
the Loan. To the extent Borrower, or any of them, makes a payment to Lender,
which payment or the proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent, preferential or avoidable, set aside or required to
be repaid to a trustee, receiver or any other party having requisite authority
under any bankruptcy law, state or federal law, common law or equitable cause,
then, to the extent of such payment or proceeds received, the obligation
hereunder or part thereof intended to be satisfied shall be revived and continue
in full force and effect, as if such payment or proceeds had not been received.

                                   ARTICLE 7
                               GENERAL PROVISIONS

         7.1 Rights Cumulative; Waivers.

                  (a) Each right, power and remedy herein conferred upon Lender
herein or in any of the other Loan Documents is cumulative and in addition to
every other right, power or remedy, express or implied, now or hereafter
provided by law or in equity, and each and every right, power and remedy herein
set forth or otherwise so existing may be exercised, concurrently or
independently, from time to time as often and in such order as may be deemed
expedient to Lender. The exercise of one right, power or remedy shall not be a
waiver of the right to exercise at the same time or thereafter any other right,
power or remedy, and no delay or omission of Lender in the exercise of any
right, power or remedy accruing hereunder or arising otherwise shall impair any
such right, power or remedy, or be construed to be a waiver of any Default or
acquiescence therein. No act of Lender shall be construed as an election to
proceed under any provision herein or in any other Loan Document to the
exclusion of any other provision herein. Except as otherwise specifically
required herein, notice of the exercise of any right, remedy or power granted to
Lender by this Agreement or any other Loan Document is not required to be given.
Lender shall be entitled to enforce payment of the Loan and any other amount
payable under the Loan Documents, and performance of this Agreement and the
other Loan Documents, and to exercise all rights and remedies under this
Agreement or the other Loan Documents or otherwise at law or in equity,
notwithstanding that some or all of the indebtedness secured thereby may now or
hereafter be otherwise secured, whether by mortgage, security agreement, pledge,
lien, assignment or otherwise. Neither the acceptance of this Agreement nor its
enforcement shall prejudice or in any manner affect Lender's right to realize
upon or enforce any other security now or hereafter held by Lender, it being
agreed that Lender shall be entitled to enforce this Agreement, the Mortgage,
and any other security now or hereafter held by Lender hereunder, under any of
the other Loan Documents or otherwise, in such order and manner as Lender may
determine in its absolute discretion.

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                  (b) Lender may, by written notice to Borrower, at any time and
from time to time, waive in whole or in part, absolutely or conditionally, any
Default or Event of Default hereunder. Any such waiver shall be subject to such
conditions or limitations as shall be specified in any such notice. In the case
of any such waiver, the rights of Borrower shall be otherwise unaffected, and
any Default or Event of Default so waived shall be deemed to be cured and not
continuing only to the extent, and only on the conditions or limitations, set
forth in such waiver, but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right, remedy or power consequent
thereupon.

         7.2 Lender's Action for its Own Protection Only. The authority herein
conferred upon Lender, and any action taken by Lender, to inspect the Premises,
to review and/or approve all documents and instruments submitted to Lender, or
otherwise, will be exercised and taken by Lender and by Lender's employees,
agents, consultants and representatives for their own protection only and may
not be relied upon by Borrower or any other Person for any purposes whatsoever;
and neither Lender nor Lender's employees, agents, consultants and
representatives shall be deemed to have assumed any responsibility to Borrower
or any other Person with respect to any such action herein or under any of the
other Loan Documents authorized to be taken by Lender or Lender's employees,
agents and representatives. Any review, investigation or inspection conducted by
Lender, any architect, engineer or other consultant retained by Lender, or any
agent or representative of Lender, in order to verify independently Borrower's
satisfaction of the covenants, agreements and obligations thereof under this
Agreement or under any of the other Loan Documents, or the validity of any
representations and warranties made by Borrower or any other Person (regardless
of whether or not the Person conducting such review, investigation or inspection
should have discovered that any of such conditions precedent were not satisfied
or that any such covenants, agreements or obligations were not performed or that
any such representations or warranties were not true) shall not affect (or
constitute, except as may specifically be provided in this Agreement or in the
other Loan Documents to the contrary, a waiver by Lender of) (a) any
representations and warranties under this Agreement or the other Loan Documents
or Lender's reliance thereon or (b) Lender's reliance upon any certifications of
Borrower or any other Person in connection with the Loan, or any other facts,
information or reports furnished to Lender by Borrower or any other party in
connection with the Loan. Lender neither undertakes nor assumes any
responsibility or duty to Borrower to select, review, inspect, supervise, pass
judgment upon or inform Borrower of any matter in connection with the Premises,
and Borrower shall rely entirely upon its own judgment with respect to such
matters, and any review, inspection, supervision, exercise of judgment or supply
of information to Borrower by Lender in connection with such matters is for the
protection of Lender only and neither Borrower nor any other Person is entitled
to rely thereon.

         7.3 No Third Party Beneficiaries. All conditions to the obligations of
Lender hereunder and under the other Loan Documents are imposed solely and
exclusively for the benefit of Lender and its Assignees and Participants, if
any, and its or their successors and assigns, and no other Person (other than
Servicer) shall have standing to require satisfaction of such conditions in


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accordance with their terms, or be entitled to assume that Lender will refuse to
advance proceeds of the Loan or refuse to agree or consent to any matter in the
absence of compliance with any or all thereof, and no other Person (other than
Servicer) shall, under any circumstances, be deemed to be the beneficiary of
such conditions, any or all of which may be freely waived in whole or in part by
Lender at any time if, in its sole discretion, it deems it advisable to do so,
it being further understood that Lender and its Assignees and Participants, if
any, and its or their successors and assigns shall have no obligation to assure
that the Approved Tenant Improvements, Approved Base Building Work or any other
work required or contemplated hereby or by the other Loan Documents are properly
and/or timely completed.

         7.4 Payment of Expenses, etc.

             7.4.1 Payment of Expenses. Borrower shall, on the Effective Date
and at all times thereafter, pay all costs and fees incurred by Lender in
connection with the preparation, negotiation, consummation, execution,
administration, repayment, collection and enforcement of the Loan, the Loan
Documents and any approval, consent, amendment, modification or waiver related
thereto. Without limiting the generality of the foregoing, Borrower shall pay:

                  (a) Lender's Counsel Fees in connection with the foregoing;

                  (b) all taxes and recording fees and expenses, including,
without limitation, stamp and/or mortgage taxes and transfer taxes, if any;

                  (c) all fees and out-of-pocket expenses incurred by Lender,
including all expenses of Lender and its respective agents and representatives,
in connection with any Default hereunder, under the Note or under any other Loan
Document or the collection or enforcement thereof;

                  (d) all fees and expenses of any environmental, engineering,
appraisal, construction, insurance or other consultants retained by Lender in
connection with the Loan or the administration, enforcement or collection
thereof; and

                  (e) all brokers' fees and commissions in connection with the
Loan, the Premises and any Lease or purchase agreement in respect of the
Premises.

         Without limiting the generality of the foregoing, to the extent that
Lender, after the Effective Date, deems it necessary to employ counsel and/or
any other consultant for any purpose in connection with the Loan or Lender's
interest in the Premises, including, without limitation, all future amendments,
supplements, notices, recordings, approvals, consents and waivers with respect
to the Loan Documents (or any proposal by Borrower therefor), whether or not
consummated, the adjustment and collection of any and all proceeds of Required
Insurance, or obtaining any and all Awards, the reasonable fees and
disbursements of such counsel and/or consultants shall be paid by Borrower. All
such fees and expenses shall be paid by Borrower within ten (10) days after
demand is made by Lender therefor. Borrower hereby indemnifies, defends and


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holds Lender harmless from and against any loss, cost (including, without
limitation, reasonable attorneys' fees and disbursements) or damage whatsoever
incurred by Lender as a result of Borrower's failure to pay any cost or expense
contemplated hereby. The provisions of this Section 7.4.1 are not intended to
limit any other obligation of Borrower to pay fees and expenses of Lender or
other Persons contained herein or in any other Loan Document.

             7.4.2 Advances Secured. All costs and expenses incurred and
payments made by Lender under this Agreement or any of the other Loan Documents
from time to time, which are to be paid or reimbursed by Borrower as described
herein or in any of the other Loan Documents shall, as and when advanced or
incurred by Lender, constitute protective advances evidenced by the Note and
secured by the Mortgage and the other Loan Documents to the same extent and with
the same effect as if the terms and provisions of this Agreement were set forth
therein, whether or not the Outstanding Principal Balance of the applicable Loan
plus such protective advances shall exceed the Loan Amount. If Borrower shall
fail to reimburse or pay to Lender the amount of such protective advances by the
applicable due date therefor, interest at the Default Rate shall accrue on such
protective advances from the date such protective advances were made by Lender
to and including the date that such protective advances are reimbursed or paid
to Lender in full, together with all such accrued interest thereon.

         7.5 Indemnification.

                  (a) In addition to any other indemnifications provided herein
or in the other Loan Documents, Borrower shall protect, defend, indemnify and
save harmless the Indemnified Parties from and against all liabilities,
obligations, claims, demands, damages, penalties, causes of action, losses,
fines, costs, expenses (including, without limitation, reasonable attorneys'
fees and disbursements) imposed upon or incurred by or asserted against any
Indemnified Party (other than by reason of such Indemnified Party's gross
negligence or willful misconduct, as determined to have occurred pursuant to the
final nonappealable decision of a court of competent jurisdiction) by reason of
(i) ownership or holding of the Mortgage, this Agreement, the other Loan
Documents, the Premises, any Shopping Center or any interest therein or any
other Collateral, including any funds deposited with Lender, (ii) receipt and
application of any Receipts or SC Receipts or an Indemnified Party's payment or
non-payment of costs and expenses of operating the Premises or each Shopping
Center, (iii) any accident, injury to or death of Persons or loss of or damage
to property occurring on or about the Premises, any Shopping Center or any part
thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways, (iv) any design, construction, alteration,
operation, maintenance, use, nonuse or condition of the Premises, any Shopping
Center or any part thereof or on adjoining sidewalks, curbs, adjacent property
or adjacent parking areas, streets or ways, (v) any failure on the part of
Borrower or any other Significant Party to perform or comply with any of the
terms of this Agreement or any other Loan Document, (vi) performance of any
labor or services or the furnishing of any materials or other property in
respect of the Premises, any Shopping Center or any part thereof, (vii) any
failure of the Premises or any Shopping Center to comply with any Legal
Requirements, (viii) the presence in, at or under the Premises or any Shopping


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Center of any Hazardous Substances, or any release or discharge on or from the
Premises of any Hazardous Substances, (ix) any representation or warranty made
in the Note, the Mortgage, this Agreement or any of the other Loan Documents
being false or misleading in any material respect as of the date such
representation or warranty was made, (x) except to the extent any such claims
are made solely as a result of any dealings between Lender and any broker,
finder or similar person claiming to be entitled to a commission in connection
with the Loan, and with whom Borrower has had no dealings with in connection
with the Loan, any claim by brokers, finders or similar Persons claiming to be
entitled to a commission in connection with any Lease, any SC Lease or other
action involving the Premises, any Shopping Center or any part thereof, (xi) the
claims of any lessee of any portion of the Premises or any Shopping Center or
any person acting through or out of any lessee or otherwise arising out of or as
a consequence of any Lease or any SC Lease, (xii) any claim that the
relationship of Lender and Borrower is other than that of lender and borrower,
or (xiii) the execution and delivery of this Agreement, the Mortgage and the
other Loan Documents, the transactions contemplated hereby or thereby and the
performance of the parties hereto of their respective obligations hereunder or
thereunder. Any amounts payable to any Indemnified Party by reason of the
application of this Section 7.5 shall become immediately due and payable and
shall bear interest at the Default Rate from the date loss or damage is
sustained by any Indemnified Party until paid. The obligations and liabilities
of Borrower under this Section 7.5 shall survive any termination, satisfaction,
or assignment of this Agreement and the exercise by Lender of any of its rights
or remedies hereunder, including, without limitation, the acquisition of the
Premises by foreclosure or a conveyance in lieu of foreclosure, or otherwise.

                  (b) In case any claim, action or proceeding (a "Claim") is
brought against any Indemnified Party in respect of which indemnification may be
sought by such Indemnified Party pursuant to this Section 7.5, such Indemnified
Party shall give notice thereof to Borrower; provided, however, that the failure
of such Indemnified Party to so notify Borrower shall not limit or affect such
Indemnified Party's rights to be indemnified pursuant to this Section 7.5,
except to the extent such delay shall materially and adversely prejudice
Borrower's defense of such Claim. Upon receipt of such notice of Claim, Borrower
shall, at its sole cost and expense, diligently defend any such Claim with
counsel reasonably satisfactory to such Indemnified Party, which counsel may,
without limiting the rights of Indemnified Party pursuant to the next succeeding
sentence, also represent Borrower in such Claim. In the alternative, the
Indemnified Parties may elect to conduct their own defense through counsel of
their own choosing, and at the expense of Borrower, if (i) the Indemnified
Parties reasonably determine that the conduct of its defense by Borrower
presents a conflict or potential conflict between Borrower and Lender that would
make separate representation advisable or otherwise could be prejudicial to its
interests, (ii) Borrower refuses to defend or (iii) Borrower shall have failed,
in Lender's reasonable judgment, to diligently defend the Claim. Borrower may
settle any Claim against Indemnified Parties without such Indemnified Parties'
consent, provided that (A) such settlement is without any liability, cost or
expense whatsoever to such Indemnified Parties, (B) the settlement does not
include or require any admission of liability or culpability by such Indemnified


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Parties under any Legal Requirement, whether criminal or civil in nature, and
(C) Borrower obtains an effective written release of liability for such
Indemnified Parties from the party to the Claim with whom such settlement is
being made, which release must be reasonably acceptable to such Indemnified
Parties, and a dismissal with prejudice with respect to all claims made by the
party with whom such settlement is being made, with respect to any pending legal
action against such Indemnified Parties in connection with such Claim. If the
Indemnified Parties are conducting their own defense as provided above, Borrower
shall be responsible for any good faith settlement of such Claim entered into by
such Indemnified Parties, and such Indemnified Parties shall not be required to
obtain the Borrower's consent to any such settlement. Indemnified Parties shall
endeavor to keep Borrower reasonably informed as to the status of any Claim and
any settlement discussions related thereto; provided, however, the failure to
keep Borrower so informed shall not limit or otherwise affect Borrower's
liability or the Indemnified Parties' rights hereunder. Nothing contained herein
shall be construed as requiring any Indemnified Parties to expend funds or incur
costs to defend any Claim in connection with the matters for which such
Indemnified Parties are entitled to indemnification pursuant to this Section
7.5.

         7.6 Notices. All notices, reports, demands and other communications
permitted or required to be given or furnished hereunder ("Notices") shall be in
writing and shall be given: (a) by hand delivery; (b) by deposit in the United
States mail as first class certified mail, return receipt requested, postage
paid; (c) by overnight nationwide commercial courier service; or (d) by
facsimile transmission with a confirmation copy to be delivered by duplicate
notice in accordance with any of clauses (a) through (c) immediately above,
inclusive, in each case, to the Person intended to receive the same at the
following address(es):

                  Lender:

                                    SWH Funding Corp.
                                    Two University Plaza
                                    Hackensack, New Jersey 07601
                                    Attention:    Sanford S. Herrick
                                    Facsimile:    (201) 343-1523

                  with a copy to:

                                    Solomon and Weinberg LLP
                                    685 Third Avenue
                                    New York, New York  10017
                                    Attention:    Howard R. Shapiro, Esq.
                                    Facsimile:    (212) 605-0999



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                  Borrower:

                                    Cedar Income Fund Partnership, L.P.
                                    c/o Cedar Bay Realty Advisors, Inc.
                                    44 South Bayles Avenue, Suite 304
                                    Port Washington, New York 11050
                                    Attention:    Brenda J. Walker
                                    Facsimile:    (516) 767-6497

                  with a copy to:

                                    Cedar Bay Realty Advisors, Inc.
                                    44 South Bayles Avenue, Suite 304
                                    Port Washington, New York 11050
                                    Attention:    Stuart H. Widowski, Esq.
                                    Facsimile:    (516) 767-6497

         Any Person may change the address to which any such Notice is to be
delivered by furnishing ten (10) Business Days written notice of such change to
the other parties in accordance with the provisions of this Section 7.6. Notices
shall be deemed to have been given on the date they are actually received;
provided, however, that the inability to deliver Notices because of a changed
address of which no Notice was given, or rejection or refusal to accept any
Notice offered for delivery shall be deemed to be receipt of the Notice as of
the date of such inability to deliver or rejection or refusal to accept
delivery. Notice for either party may be given by its respective counsel.

         7.7 No Oral Modification. In order to protect Lender from allegations
in connection with the transactions contemplated by this Agreement that some
loan officer or administrator of Lender made an oral modification of the Loan or
a statement which was interpreted as an extension or modification or amendment
of one or more of the Loan Documents, and that Borrower relied to its detriment
thereon, Borrower acknowledges that this Agreement, the Mortgage, the Note and
the other Loan Documents can be extended, modified or amended only in writing
executed by Lender and Borrower and that none of the rights or benefits of
Lender can be waived permanently except in a written document executed by
Lender. Borrower further acknowledges its understanding that no officer,
administrator or agent of Lender has the power or the authority from Lender to
orally extend, modify or amend the Loan on any Loan Document on behalf of
Lender.

         7.8 Assignment by Lender; Participations.

             7.8.1 Assignment and Participations. Lender may on or after the
Effective Date sell and assign all or any portion of the Loan, to or with one or
more Persons as may be selected by Lender in its sole and absolute discretion
and on terms and conditions satisfactory to Lender in its sole and absolute
discretion ("Assignees"), and/or pledge, hypothecate or encumber all or any
portion of the Loan to one or more Persons as may be selected by Lender in its
sole and absolute discretion and on terms satisfactory to Lender in its sole and
absolute discretion, and/or sell one or more participation interests in the Loan
to one or more Persons as may be selected by Lender in its sole and absolute
discretion and on terms satisfactory to Lender in its sole and absolute
discretion ("Participants"). Borrower and all other Persons associated or


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connected with the Loan or the Premises shall cooperate in all reasonable
respects with Lender in connection with the sale of participation interests in,
or the pledge, hypothecation or encumbrance or sale of all or any portion of,
the Loan, and shall, in connection therewith, execute and deliver such
estoppels, certificates, instruments and documents as may be reasonably
requested by Lender. Borrower grants to Lender the right to distribute financial
and other information concerning Borrower, any other Significant Party, the
Premises, the other Collateral and all other pertinent information with respect
to the Loan to any Person who has purchased a participation interest in the
Loan, or who has purchased the Loan, or who has made a loan to Lender secured by
the Loan or who has expressed an interest in purchasing a participation interest
in the Loan, or expressed an interest in purchasing the Loan or the making of a
loan to Lender secured by the Loan. If requested by Lender, Borrower shall
execute and deliver, and shall cause each other Person associated or connected
with the Loan or the Premises or the other Collateral to execute and deliver, at
no cost or expense to Borrower, such documents and instruments as may be
necessary to split the Loan into two or more loans evidenced by separate sets of
notes and secured by separate sets of other related Loan Documents to the full
extent required by Lender to facilitate the sale of participation interests in
the Loan or the sale of the Loan or the making of a loan to Lender secured by
the Loan, it being agreed that (a) any such splitting of the Loan will not
adversely affect or diminish the rights of Borrower as presently set forth
herein and in the other Loan Documents and will not increase the respective
obligations and liabilities of Borrower or any other Person associated or
connected with the Loan or the Collateral, (b) the Loan Documents securing the
Loan as so split will have such priority of lien as may be specified by Lender
and (c) the retained interest of Lender in the Loan as so split, if any, shall
be allocated to or among one or more of such separate loans in a manner
specified by Lender in its sole and absolute discretion.

             7.8.2 Assignment and Acceptance. From and after the effective date
of any assignment to an Assignee, (a) such Assignee shall be a party hereto and
to each of the other Loan Documents to the extent of the applicable percentage
or percentages assigned to such Assignee and, except as otherwise specified
herein, shall succeed to the rights and obligations of Lender hereunder in
respect of such applicable percentage or percentages and (b) Lender shall
relinquish its rights and be released from its obligations hereunder and under
the Loan Documents to the extent of such applicable percentage or percentages.
The liabilities of Lender and each of the other Assignees shall be separate and
not joint and several. Neither Lender nor any Assignee shall be responsible for
the obligations of any other Assignee.

             7.8.3 Other Business. Lender, each Assignee and each Participant
and their respective Affiliates may accept deposits from, lend money to, act as
trustee under indentures of, and generally engage in any kind of business with,
Borrower, any Affiliate of Borrower, and any Person who may do business with or
own interests in or securities of Borrower or any such Affiliate, without any
duty to account therefor.

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             7.8.4 Privity of Contract. This Agreement is being entered into by
Lender individually and as agent for all present and future Assignees, and
privity of contract is hereby created among Lender and all present and future
Assignees, on the one hand, and Borrower, on the other hand.

         7.9 Severability. In the event that any of the covenants, agreements,
terms or provisions contained in the Note, this Agreement, the Mortgage or in
any other Loan Document shall be invalid, illegal or unenforceable in any
respect, the validity of the remaining covenants, agreements, terms or
provisions contained herein or in the Note, the Mortgage, or in any other Loan
Document shall be in no way affected, prejudiced or disbursed thereby.

         7.10 No Assignment by Borrower. Borrower shall not assign or transfer
any of its rights hereunder without the prior written consent of Lender which
may be granted or withheld in Lender's sole discretion. Any assignment made
without Lender's prior written consent shall be void.

         7.11 Governing Law. This Agreement and the other Loan Documents shall
be governed by and construed and enforced in accordance with the laws of the
State of New York from time to time in effect, (a) without giving effect to the
State of New York's principles of conflicts of law except that it is the intent
and purpose of Lender and Borrower that Section 5-1401 of the General
Obligations Law of the State of New York shall apply to this Agreement and the
other Loan Documents and (b) except to the extent of the procedural and
substantive matters relating only to the creation, perfection or foreclosure of
liens and enforcement of rights and remedies against the Premises or any other
Collateral, or any part thereof, and the establishment of and defense in an
action for a deficiency, which matters shall be governed by the laws of the
State in which the Premises or such other Collateral, as applicable, is located.

         7.12 Successors and/or Assigns. Subject to the restrictions on transfer
and assignment contained in this Agreement and the other Loan Documents,
whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the permitted successors and/or assigns of
such party, and this Agreement shall inure to the benefit of and shall be
binding on the parties hereto and the successors and/or assigns of such party.

         7.13 Entire Contract. This Agreement and the other Loan Documents,
including all annexes, schedules and exhibits hereto and thereto, and all other
documents furnished to Lender in connection with this Agreement, constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and thereof and shall supersede and take the place of any other
instruments purporting to be an agreement of the parties hereto relating to the
transactions contemplated hereby, including, without limitation, any term sheet,
letter of intent or loan commitment letter.

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<PAGE>

         7.14 Liability. If Borrower hereunder is more than one Person, the
obligations and liabilities of Borrower hereunder and under the other Loan
Documents shall be joint and several.

         7.15 Counterparts; Headings. This Agreement may be executed in
counterparts, each of which shall constitute an original, and which, when taken
together, shall constitute but one instrument. The captions and headings of the
various sections of this Agreement are for purposes of reference only and are
not to be construed as confining or limiting in any way the scope or intent of
the provisions hereof. Whenever the context requires or permits, the singular
shall include the plural, the plural shall include the singular, and the
masculine, feminine and neuter shall be freely interchangeable.

         7.16 Time of the Essence. Time is of the essence as to Borrower's
obligations under this Agreement and the other Loan Documents.

         7.17 Consents.

             7.17.1 No Subsequent Consent. Any consent or approval by Lender in
any single instance shall not be deemed or construed to be Lender's consent or
approval in any like matter arising at a subsequent date. Any consent or
approval requested of and granted by Lender pursuant hereto or to any of the
other Loan Documents shall be narrowly construed to be applicable only to
Borrower and the matter identified in such consent or approval and no third
party shall claim any benefit by reason thereof. Wherever this Agreement, the
Mortgage or any other Loan Document refers to the consent or approval of Lender,
or provides that any document or Person will be satisfactory or acceptable to
Lender or words of similar import, (a) such consent or approval may be given or
withheld by Lender, and such document or Person must be satisfactory or
acceptable to Lender, in its sole and absolute discretion, unless otherwise
expressly provided herein or therein, and (b) such consent or approval shall not
be effective unless given in writing. Wherever this Agreement, the Mortgage or
any other Loan Document refers to the provision of documents or other items
being as Lender may require, provides for the selection by Lender of any Person
to provide reports or other items hereunder or thereunder or for the selection
by Lender of any means of determining any matter, or otherwise refers to terms
and conditions hereof being as Lender deems appropriate, any such requirement,
selection or determination of appropriateness shall be made by Lender in its
sole and absolute discretion, unless expressly provided otherwise herein or
therein. The foregoing provisions are intended to be effective whether or not
the applicable provision hereof or of any other Loan Document specifies that the
applicable consent, approval or other matter is to be determined by Lender in
its "sole and absolute discretion" or words of similar import.

             7.17.2 Withholding of Consent. Wherever in this Agreement, the
Mortgage or any other Loan Document, reference is made to any consent or
approval not being "unreasonably withheld" or words of similar import, the same
shall be deemed to include within its meaning (unless expressly provided
otherwise) that if such consent or approval is to be granted, the same will
occur within a commercially reasonable period of time. If Borrower believes that
Lender has improperly failed to grant its consent or approval (or otherwise


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improperly failed to act as requested by Borrower as described in Section 7.17.1
hereof (e.g., determined that a document is not acceptable to Lender) hereunder
or under the Mortgage or any other Loan Document (including, without limitation,
by failing to respond within a commercially reasonable period of time) where
such consent or approval is required to be given by (or such action which was
not taken is in breach of) the terms of this Agreement or such other Loan
Document, Borrower's sole remedy shall be to obtain declaratory relief in a
final, non-appealable judgment determining such withholding to have been
improper, whereupon such consent or approval shall be deemed given (or such
other action described in Section 7.17.1 hereof shall be deemed taken), and
Borrower hereby waives all claims for damages or set-off resulting from any
withholding of consent or approval (or failure to take any other action
described in Section 7.17.1 hereof) by Lender.

         7.18 No Partnership. Nothing contained in this Agreement or the other
Loan Documents shall be deemed to create an equity investment on the part of
Lender or a joint venture or partnership between Lender and Borrower, it being
the intent of the parties hereto that only the relationship of lender and
borrower shall exist with respect to the Premises. Borrower agrees that it shall
report this transaction for income tax purposes, and file all related tax
returns, in a manner consistent with the form of this transaction as a loan.

         7.19 WAIVER OF JURY TRIAL. BORROWER HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY AND UNCONDITIONALLY WAIVES IN RESPECT OF ANY LITIGATION BASED ON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, THE MORTGAGE OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTIONS OF BORROWER, ANY OTHER SIGNIFICANT PARTY
OR LENDER RELATING TO THE LOAN, AND THE LENDING RELATIONSHIP WHICH IS THE
SUBJECT OF THIS AGREEMENT ANY AND EVERY RIGHT BORROWER MAY HAVE TO (I) A TRIAL
BY JURY, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (EXCEPT FOR ANY COMPULSORY
COUNTERCLAIM WHICH, IF NOT ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING, WOULD BE
WAIVED) AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT,
ACTION OR PROCEEDING. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER
ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         7.20 Construction of Provisions. The following rules of construction
shall be applicable for all purposes of this Agreement and all documents or
instruments supplemental hereto, unless the context otherwise requires:

                  (a) All references herein to numbered Articles or Sections or
to lettered Exhibits are references to the Articles and Sections hereof and the
Exhibits attached to this Agreement, unless expressly otherwise designated in
context.

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<PAGE>

                  (b) The terms "include," "including" and similar terms shall
be construed as if followed by the phrase "without limitation,."

                  (c) The terms "Premises," "Shopping Center" and "Collateral"
shall be construed as if followed by the phrase "or any part thereof."

                  (d) The term "Obligations" or "obligations" shall be construed
as if followed by the phrase "or any other sums secured hereby or by the other
Loan Documents, or any part thereof."

                  (e) Words of masculine, feminine or neuter gender shall mean
and include the correlative words of the other genders, and words importing the
singular number shall mean and include the plural number, and vice versa.

                  (f) The term "provisions," when used with respect hereto or to
any other document or instrument, shall be construed as if preceded by the
phrase "terms, covenants, agreements, requirements, conditions and/or."

                  (g) All Article, Section and Exhibit captions herein are used
for convenience of reference only and in no way define, limit or describe the
scope or intent of, or in any way affect, this Mortgage.

                  (h) No inference in favor of, or against, any party shall be
drawn from the fact that such party has drafted any portion hereof.

                  (i) The cover page of, and all recitals set forth in, and all
Exhibits to, this Agreement are hereby incorporated in this Agreement.

                  (j) All obligations of Borrower hereunder shall be performed
and satisfied by or on behalf of Borrower at Borrower's sole cost and expense.

         7.21 Limitation on Liability. In no event shall Lender be liable to
Borrower or any Related Party for consequential or other damages, whatever the
nature of a breach by Lender of its obligations under this Agreement or any of
the other Loan Documents and Borrower for itself and all Related Parties hereby
waives all claims for consequential or other damages.

         7.22 Jurisdiction, Venue, Service of Process. ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT, THE NOTE, THE MORTGAGE OR
ANY OTHER LOAN DOCUMENT SHALL BE TRIED AND LITIGATED, AT LENDER'S OPTION, IN
STATE OR FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, EXCEPT AS OTHERWISE
REQUIRED PURSUANT TO THE MORTGAGE AND UNLESS SUCH ACTIONS OR PROCEEDINGS ARE
REQUIRED TO BE BROUGHT IN ANOTHER COURT TO OBTAIN SUBJECT MATTER JURISDICTION
OVER THE MATTER IN CONTROVERSY. BORROWER WAIVES ANY RIGHT IT MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS, TO ASSERT THAT IT IS NOT SUBJECT TO THE
JURISDICTION OF SUCH COURTS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING
IS BROUGHT IN ACCORDANCE HEREWITH. IN ANY ACTION AGAINST BORROWER, SERVICE OF
PROCESS MAY BE MADE THEREUPON BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT


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REQUESTED, TO THE ADDRESS(ES) ABOVE SET FORTH, WHICH SERVICE SHALL BE DEEMED
SUFFICIENT FOR PERSONAL JURISDICTION AND SHALL BE DEEMED EFFECTIVE SEVEN (7)
BUSINESS DAYS AFTER MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF
LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY OTHER
JURISDICTION.

         7.23 Rule of Construction. This Agreement and the other Loan Documents
shall not be construed more strictly against a party solely because this
Agreement or such Loan Documents may have been prepared by counsel for such
party, it being agreed that each of Lender and Borrower have contributed
substantially and materially to the preparation of this Agreement and the other
Loan Documents.

         7.24 Further Assurances.

                  (a) Borrower shall, at its sole cost and expense, do, execute,
acknowledge and deliver or cause to be done, executed, acknowledged and
delivered all such further acts, conveyances, notes, mortgages, assignments,
security agreements, financing statements and assurances as Lender shall from
time to time reasonably require or reasonably deem advisable (i) to effectuate
the intent and purposes of this Agreement and the other Loan Documents, (ii) for
the better assuring, conveying, mortgaging, assigning and confirming unto Lender
of all property and rights mortgaged, granted, bargained, alienated, confirmed,
pledged, hypothecated, conveyed or assigned by this Agreement or any of the
other Loan Documents or which Borrower may be or may hereafter become bound to
convey or assign to Lender, (iii) for the perfection of any such lien or
security interest granted herein or in the other Loan Documents and (iv) for the
better assuring and confirming of all of Lender's rights, powers and remedies
hereunder. Borrower, on demand, shall execute and deliver, and hereby authorizes
Lender to execute in the name of Borrower or without the signature of Borrower
to the extent Lender may lawfully do so, one or more financing statements,
chattel mortgages or other instruments to evidence more effectively the security
interest of Lender in the Premises and the Collateral.

                  (b) Borrower forthwith upon the execution and delivery of this
Agreement and thereafter, from time to time, shall cause the Mortgage and any
security instrument creating a Lien or security interest or evidencing the lien
of the Mortgage and the other applicable Loan Documents upon the Premises or
other property and each instrument of further assurance to be filed, registered
or recorded in such manner and in such places as may be required by any present
or future Legal Requirement in order to publish notice of and fully to protect
the Lien or security interest of, and the priority of, the Mortgage and the
other Loan Documents upon, and the interest of Lender in, the Premises or other
applicable property. Borrower will pay all filing, registration or recording


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fees, and all expenses incident to the foregoing and all taxes, duties,
assessments and charges of any Governmental Authority arising out of or in
connection with the execution and delivery of the Mortgage, any other security
instrument, any instrument of further assurance or any other Loan Document. Upon
Lender's request, Borrower shall, from time to time, furnish Lender with
evidence reasonably satisfactory to Lender that such property is free of Liens
and security interests (except as permitted hereunder), including, without
limitation, searches of applicable public records.

                  (c) Upon any failure by Borrower, to do so, Lender may make,
execute, record, file, re-record or refile any and all such mortgages,
instruments, certificates and documents for and in the name of Borrower, and
Borrower hereby irrevocably appoints (which appointment is coupled with an
interest and with full power of substitution) Lender the agent and
attorney-in-fact of Borrower to do so, and Borrower shall reimburse Lender, on
demand, for all costs and expenses (including reasonable attorneys' fees and
disbursements) incurred by Lender in connection therewith. Upon foreclosure, the
appointment of a receiver or any other relevant action, Borrower shall, at the
cost of Borrower and without expense to Lender, cooperate fully and completely
to effect the assignment or transfer of any Permit, agreement or any other right
necessary or useful to the operation of the Premises and shall deliver to Lender
all books and records relating to the Premises.

         7.25 Recitals. The Recitals set forth at the beginning of this
Agreement are hereby incorporated into the substantive provisions of this
Agreement.

         7.26 Effect of Environmental Representations and Covenants and
Indemnities. The Environmental Representations and the Environmental Covenants
and Indemnities are continuing representations, warranties, covenants and
indemnities for the benefit of Lender and any successors and assigns of Lender,
including, without limitation, any purchaser at a foreclosure sale, any
transferee of the title of Lender or any other purchaser at a foreclosure sale,
and any subsequent owner of the Premises, and shall survive the termination of
this Agreement, or the satisfaction or release of the Mortgage, any foreclosure
of the Mortgage and/or any acquisition of title to the Premises or any part
thereof by Lender, or anyone claiming by, through or under Lender, by deed in
lieu of foreclosure or otherwise.

         7.27 Impositions and Insurance Escrow. In order to assure the payment
of Impositions and premiums with respect to all Required Insurance ("Insurance
Premiums") as and when the same shall become due and payable, the following
provisions shall apply:

             7.27.1 Impositions and Insurance Deposits. On the Effective Date,
Borrower shall deposit $118,296.00 with Lender or Servicer to be held by and
pledged to Lender as additional Collateral for the Loan (the "Impositions and
Insurance Escrow Account"). Borrower hereby pledges, transfers and assigns to
Lender, and grants to Lender, as additional security for the Obligations, a
continuing perfected first priority security interest in and to and a lien upon
the Impositions and Insurance Escrow Account and all amounts which may from time
to time be a deposit therein. On each Payment Date, Borrower shall pay to


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Lender, in immediately available funds for deposit into the Impositions and
Insurance Escrow Account, an amount equal to one-twelfth (1/12) of the product
of (a) one hundred ten percent (110%) and (b) the Impositions and Insurance
Premiums to become due during the period commencing on the first day of the
first month following such Payment Date and ending twelve (12) months following
such first day. In all cases there must be paid hereunder, to be deposited and
held in the Impositions and Insurance Escrow Account, an amount sufficient to
pay one hundred ten percent (110%) of such Impositions and Insurance Premiums
one month prior to the date when they are due and payable. The amounts of all of
the foregoing deposits with respect to Impositions and Insurance Premiums
(together with all interest accruing thereon from time to time, collectively,
the "Impositions and Insurance Deposits") shall be determined by Lender based on
actual invoices, or if such invoices are not available, based on one hundred and
ten percent (110%) of the cost of the prior year's Impositions and Insurance
Premiums. Borrower shall promptly, upon the demand of Lender, make additional
Impositions and Insurance Deposits as Lender may from time to time require due
to (a) the failure of Borrower to make Impositions and Insurance Deposits in
previous months, (b) the underestimation of the amounts of Impositions and/or
Insurance Premiums, (c) the particular due dates and amounts of Impositions
and/or Insurance Premiums or (d) the application of the Impositions and
Insurance Deposits pursuant to this Agreement. All Impositions and Insurance
Deposits shall be held by Lender or Servicer in the Impositions and Insurance
Escrow Account and invested and applied as provided in the Cash Management
Agreement.

             7.27.2 Payment of Impositions and Insurance Premiums. Provided that
no Event of Default has then occurred and is continuing, Lender will, out of the
funds in the Impositions and Insurance Escrow Account (provided such funds are
sufficient for such purpose), upon the presentation to Lender by Borrower of the
bills therefor, pay the Impositions and Insurance Premiums or will, upon the
presentation of official receipted bills therefor, reimburse Borrower for such
payments made by Borrower. If the total funds on deposit in the Impositions and
Insurance Escrow Account shall not be sufficient to pay all of the Impositions
and Insurance Premiums when the same shall become due, then Borrower shall pay
to Lender on demand the amount necessary to make up the deficiency. Lender shall
be entitled, without request of Borrower, but, prior to an Event of Default upon
two (2) Business Days notice to Borrower, to apply any funds in the Impositions
and Insurance Escrow Account to the payment of any Impositions (other than any
Impositions which Borrower has notified Lender that Borrower is contesting) and
Insurance Premiums which have become due and have not yet been paid. Borrower
and Lender acknowledge and agree that Borrower shall not be in default hereunder
or under the other Loan Documents for failure to pay Impositions or Insurance
Premiums, if such failure arises by reason of Lender's failure to comply with
its agreement contained in this Section 7.27.2.

             7.27.3 Application upon Event of Default. Upon the occurrence and
during the continuance of an Event of Default, Lender may, at its option,
without being required to do so, apply any Impositions and Insurance Deposits on
hand to pay Impositions or Insurance Premiums or to pay principal, interest and
other amounts payable to Lender hereunder or under the other Loan Documents, all


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in such order and manner as Lender, in its sole discretion, may elect. When the
principal and interest under the Note and all prepayment premiums, if any, in
connection therewith and all other Obligations have been fully and properly
paid, any remaining Impositions and Insurance Deposits shall be returned to
Borrower or such other Person as may be lawfully entitled thereto.

             7.27.4 Reliance. Lender shall be absolutely entitled to rely on any
statements of any Governmental Authority with respect to Impositions and any
statement of Borrower's insurance carrier or its agent with respect to Insurance
Premiums.

             7.27.5 No Third Party Beneficiary. No provision of this Agreement,
the Mortgage or any other Loan Document shall be construed as creating in any
party other than Borrower and Lender (and Servicer), any rights in and to the
Impositions and Insurance Deposits or any rights to have the Impositions and
Insurance Deposits applied to payment of Impositions and Insurance Premiums.
Lender shall have no obligation or duty to any third party to collect or apply
Impositions and Insurance Deposits.

         7.28 Interest Reserve Escrow. In order to assure the payment of Basic
Interest as and when the same shall become due and payable, the following
provisions shall apply:

             7.28.1 Interest Reserve Deposits. On the Effective Date, Borrower
shall deposit $152,083.33 with Lender or Servicer to be held by and pledged to
Lender as additional Collateral for the Loan (the "Interest Reserve Escrow
Account"). Borrower hereby pledges, transfers and assigns to Lender, and grants
to Lender, as additional security for the Obligations, a continuing perfected
first priority security interest in and to and a lien upon the Interest Reserve
Escrow Account and all amounts which may from time to time be a deposit therein.
In all cases there must be paid hereunder to be deposited and held in the
Interest Reserve Escrow Account, an amount sufficient to pay a portion of the
Basic Interest due on each of the first twelve (12) Payment Dates in an amount
equal to one-twelfth (1/12) of two and one-half percent (2.5%) of the Loan
Amount. (The amounts of all of the foregoing deposits with respect to Basic
Interest, together with all interest accruing thereon from time to time,
collectively, the "Interest Reserve Deposits"). Borrower shall promptly, upon
the demand of Lender, make additional Interest Reserve Deposits as Lender may
from time to time require due to (a) the failure of Borrower to make Interest
Reserve Deposits in previous months, (b) the underestimation of the amounts of
Basic Interest, or (c) the application of the Interest Reserve Deposits pursuant
to this Agreement. All Interest Reserve Deposits shall be held by Lender or
Servicer in the Interest Reserve Escrow Account and invested and applied as
provided in the Cash Management Agreement.

             7.28.2 Payment of Basic Interest. Provided that no Event of Default
has then occurred and is continuing, Lender shall, out of the funds in the
Interest Reserve Escrow Account (provided such funds are sufficient for such
purpose), pay on each Payment Date Basic Interest or a portion thereof as
follows: (a) from and after the first (1st) Payment Date through and including
the twelfth (12th) Payment Date, an amount equal to one-twelfth (1/12) of two
and one-half percent (2.5%) of the Outstanding Principal Balance as of the
applicable Payment Date; (b) from and after the thirteenth (13th) Payment Date
through and including the Initial Maturity Date, nothing; (c) during the First


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Extension Period, nothing, and (d) during the Second Extension Period, nothing.
Notwithstanding anything to the contrary contained herein, to the extent that
there are any funds remaining in the Interest Reserve Escrow Account after the
twelfth (12th) Payment Date but prior to the first (1st) day of the First
Extension Period, such funds may be used by Lender, in Lender's sole and
absolute discretion, to make additional payments of principal. If the total
funds on deposit in the Interest Reserve Escrow Account shall not be sufficient
to pay all of the Basic Interest when the same shall become due, then Borrower
shall pay to Lender on demand the amount necessary to make up the deficiency.
Borrower agrees and acknowledges that neither the insufficiency of the amount
of, nor the unavailability of, the Interest Reserve Deposits is intended to, and
shall therefore not, constitute a limitation on the obligation of Borrower to
pay Basic Interest under this Agreement; provided, however, so long as no Event
of Default exists, Borrower shall not be in default hereunder or under the other
Loan Documents for failure to pay Basic Interest or the portion thereof that
Lender was supposed to pay pursuant to this Section 7.28.2, if such failure
arises by reason of Lender's failure to comply with its agreement contained in
this Section 7.28.2. Interest earned on the Interest Reserve shall be for the
benefit of Lender. Interest earned shall be taxable to Borrower. Lender shall
have no liability with respect to the payment of interest or the rate earned
upon the funds held in the Interest Reserve.

             7.28.3 Application upon Event of Default. Upon the occurrence and
during the continuance of an Event of Default, Lender may, at its option,
without being required to do so, apply any Interest Reserve Deposits on hand to
pay principal, interest and other amounts payable to Lender hereunder or under
the other Loan Documents, all in such order and manner as Lender, in its sole
discretion, may elect. When the principal and interest under the Note and the
Exit Fee, the Equity Fee and all other Obligations have been fully and properly
paid, any remaining Interest Reserve Deposits shall be returned to Borrower or
such other Person as may be lawfully entitled thereto.

         7.29 Environmental Reserve Escrow. In order to assure the remediation
of certain environmental matters (the "Environmental Work") as described in the
Environmental Report, the following provisions shall apply:

             7.29.1 Environmental Reserve Deposits. On the Effective Date,
Borrower shall deposit $6,000.00 (the "Environmental Reserve Deposit") with
Lender or Servicer to be held by and pledged to Lender as additional Collateral
for the Loan (the "Environmental Reserve Escrow Account"). Borrower hereby
pledges, transfers and assigns to Lender, and grants to Lender, as additional
security for the Obligations, a continuing perfected first priority security
interest in and to and a lien upon the Environmental Reserve Escrow Account and
all amounts which may from time to time be a deposit therein. Borrower shall
promptly, upon the demand of Lender, make additional Environmental Reserve
Deposits as Lender may from time to time reasonably require. All Environmental
Reserve Deposits shall be held by Lender or Servicer in the Environmental
Reserve Escrow Account and invested and applied as provided in the Cash
Management Agreement.



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             7.29.2 Reimbursement . Provided that no Event of Default has then
occurred and is continuing, Lender shall upon completion of the Environmental
Work to Lender's satisfaction, out of the funds in the Environmental Reserve
Escrow Account (provided such funds are sufficient for such purpose), disburse
to Borrower the funds in the Environmental Reserve Escrow Account. Borrower
agrees and acknowledges that neither the insufficiency of the amount of, nor the
unavailability of, the Environmental Reserve Deposits is intended to, and shall
therefore not, constitute a limitation on the obligation of Borrower to complete
the Environmental Work. Interest earned on the Environmental Reserve Deposits
shall be for the benefit of Lender. Lender shall have no liability with respect
to the payment of interest or the rate earned upon the funds held in the
Environmental Reserve Escrow Account.

             7.29.3 Application upon Event of Default. Upon the occurrence and
during the continuance of an Event of Default, Lender may, at its option,
without being required to do so, apply any Interest Reserve Deposits on hand to
pay principal, interest and other amounts payable to Lender hereunder or under
the other Loan Documents, all in such order and manner as Lender, in its sole
discretion, may elect. When the principal and interest under the Note and the
Exit Fee, the Equity Fee and all other Obligations have been fully and properly
paid, any remaining Interest Reserve Deposits shall be returned to Borrower or
such other Person as may be lawfully entitled thereto.

         7.30 Delivery of Lender Statement. Lender shall, not more than one (1)
time during the Term, within ten (10) Business Days after written request from
Borrower, furnish to Borrower or such other party (or parties as may be
requested by Borrower) a non-binding written statement setting forth only the
Outstanding Principal Balance of and accrued and unpaid interest due on the Loan
and stating the date through which interest has been paid, it being understood
and agreed that such written statement shall be provided by Lender for
informational purposes only and not be relied upon by Borrower or such other
party (or parties) as having any estoppel effect on Lender (and such statement
may contain a provision to such effect).




                            [SIGNATURE PAGE FOLLOWS]




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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                        LENDER:

                                        SWH FUNDING CORP.,
                                        a New Jersey corporation


                                        By:
                                           -----------------------------
                                            Name:  Sanford S. Herrick
                                            Title:


                                        BORROWER:

                                        CEDAR INCOME FUND PARTNERSHIP, L.P.,
                                        a Delaware limited partnership

                                        By:    Cedar Income Fund, Ltd.,
                                               a Maryland corporation,
                                               General Partner


                                               By:
                                                  -------------------------
                                                    Name:
                                                    Title:




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                                 ACKNOWLEDGMENTS


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


                  On the ___ day of October in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared
[_______________], personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.



                                                           _____________________
                                                           Notary Public (SEAL)



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


                  On the ___ day of October in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared
[______________], personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the
---------------------------------.


                                                           _____________________
                                                           Notary Public (SEAL)





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<PAGE>


                                 ACKNOWLEDGMENTS


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


                  On the ___ day of October in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared
[_______________], personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.




                                                           _____________________
                                                           Notary Public (SEAL)



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


                  On the ___ day of October in the year 2001, before me, the
undersigned, a Notary Public in and for said State, personally appeared
[______________], personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that she/he executed the same in
her/his capacity, and that by her/his signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument, and that such individual made such appearance before the
undersigned in the
---------------------------------.




                                                           _____________________
                                                           Notary Public (SEAL)





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