Indenture of Mortgage, Deed of Trust, Security Agreement,
             Financing Statement, Fixture Filing and
        Assignment of Leases, Rents and Security Deposits

                    Dated as of June 18, 1996

                              from

KRT Property Holdings, Inc., Hillcrest Plaza Limited Partnership,
  KR Suburban, L.P., Fox Run, Limited Partnership, KR MacArthur
Associates, L.P., KR Best Associates, L.P., KR 69th Street, L.P.,
 KR Trust One, Inc., KR Manchester, Inc., KR Street Associates,
 L.P., KR Orange, Inc., KR Collegetown, Inc., KR Hillcrest Mall,
        Inc. and KR Pilgrim, L.P., each having an address
                    c/o Kranzco Realty Trust
           128 Fayette Street, Conshohocken, PA  19428

                           as Grantor

   (as to properties in New Jersey, Pennsylvania, Connecticut
                        and New York) to

                      KRT Origination Corp.
           having an address c/o Kranzco Realty Trust
           128 Fayette Street, Conshohocken, PA  19428

                          as Mortgagee

                               and

                (as to properties in Maryland) to

         Ronald P. Fish, Esq. and Thomas A. Hauser, Esq.
                      having an address at
                Ballard Spahr Andrews & Ingersoll
       300 East Lombard Street, Baltimore, Maryland  21202

                  as Trustee for the benefit of
                      KRT ORIGINATION CORP.
           having an address c/o Kranzco Realty Trust
           128 Fayette Street, Conshohocken, PA  19428

                         as Beneficiary
-----------------------------------------------------------------

                   After recording, return to:
                    Martha Feltenstein, Esq.
              Skadden, Arps, Slate, Meagher & Flom
                        919 Third Avenue
                    New York, New York 10022
-----------------------------------------------------------------
 Maximum principal indebtedness for New York mortgage recording
                 tax purposes is $37,086,793.05

This Mortgage, to the extent it covers property located in
Pennsylvania is an "open-end mortgage" that secures future
advances, and for Pennsylvania Open-End Mortgage purposes, the
maximum principal indebtedness to be
                        secured hereby is $181,700.000.00.  [CT]

                        TABLE OF CONTENTS


                                                             Page
                                                             ----

1.   Definitions . . . . . . . . . . . . . . . . . . . . . . .  7

2.   Warranty of Title . . . . . . . . . . . . . . . . . . . . 26

3.   Payment and Performance of Obligations Secured. . . . . . 27

4.   Negative Covenants. . . . . . . . . . . . . . . . . . . . 27

5.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . 28

6.   Condemnation and Insurance Proceeds . . . . . . . . . . . 33

7.   Impositions, Liens and Other Items. . . . . . . . . . . . 39

8.   Ground Leases . . . . . . . . . . . . . . . . . . . . . . 40

9.   License to Collect Rents. . . . . . . . . . . . . . . . . 42

10.  Security Agreement. . . . . . . . . . . . . . . . . . . . 43

11.  Transfers, Indebtedness and Subordinate Liens . . . . . . 44

12.  Maintenance of Trust Estate; Alterations; Inspection;
     Utilities . . . . . . . . . . . . . . . . . . . . . . . . 49

13.  Legal Compliance. . . . . . . . . . . . . . . . . . . . . 50

14.  Books and Records, Financial Statements, Reports and Other
     Information . . . . . . . . . . . . . . . . . . . . . . . 51

15.  Compliance with Leases and Agreements . . . . . . . . . . 53

16.  Beneficiary's Right to Perform. . . . . . . . . . . . . . 55

17.  Grantor's Existence; Organization and Authority . . . . . 56

18.  Protection of Security; Costs and Expenses. . . . . . . . 57

19.  Management of the Trust Estate. . . . . . . . . . . . . . 58

20.  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . 59

21.  Application of Proceeds . . . . . . . . . . . . . . . . . 66

22.  Certain Waivers . . . . . . . . . . . . . . . . . . . . . 66

23.  Notice of Certain Occurrences . . . . . . . . . . . . . . 67

24.  Trust Funds . . . . . . . . . . . . . . . . . . . . . . . 67

25.  Taxation. . . . . . . . . . . . . . . . . . . . . . . . . 67

26.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . 67

27.  No Oral Modification. . . . . . . . . . . . . . . . . . . 68

28.  Partial Invalidity. . . . . . . . . . . . . . . . . . . . 68

29.  Successors and Assigns. . . . . . . . . . . . . . . . . . 68

30.  Governing Law . . . . . . . . . . . . . . . . . . . . . . 68

31.  Certain Representations, Warranties and Covenants . . . . 69

32.  No Waiver . . . . . . . . . . . . . . . . . . . . . . . . 73

33.  Non-Recourse Obligations. . . . . . . . . . . . . . . . . 73

34.  Further Assurances. . . . . . . . . . . . . . . . . . . . 74

35.  Estoppel Certificates . . . . . . . . . . . . . . . . . . 74

36.  Intentionally Omitted . . . . . . . . . . . . . . . . . . 74

37.  Indemnification by Grantor. . . . . . . . . . . . . . . . 74

38.  Release of Property . . . . . . . . . . . . . . . . . . . 76

39.  Rating Agency Monitoring. . . . . . . . . . . . . . . . . 80

40.  Environmental Matters . . . . . . . . . . . . . . . . . . 80

41.  Recourse Nature of Certain Indemnifications . . . . . . . 82

42.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . 82

43.  Merger, Conversion, Consolidation or Succession to Business
     of Beneficiary. . . . . . . . . . . . . . . . . . . . . . 82

44.  No Endorsement. . . . . . . . . . . . . . . . . . . . . . 82

45.  Substitute Property . . . . . . . . . . . . . . . . . . . 82

46.  Defeasance. . . . . . . . . . . . . . . . . . . . . . . . 87

47.  Defeasance Collateral Account . . . . . . . . . . . . . . 90

48.  Reserves. . . . . . . . . . . . . . . . . . . . . . . . . 91

49.  Modification of Operating Agreements. . . . . . . . . . . 92

50.  Substitute or Successor Trustee . . . . . . . . . . . . . 92

51.  Liability of Trustee. . . . . . . . . . . . . . . . . . . 93

52.  Beneficiary and Trustee . . . . . . . . . . . . . . . . . 94

53.  Miscellaneous; Servicer Cure. . . . . . . . . . . . . . .101

54.  As to Property in Maryland. . . . . . . . . . . . . . . .101

55.  As to Property in Connecticut . . . . . . . . . . . . . .102

56.  As to Property in New Jersey. . . . . . . . . . . . . . .106

57.  As to Property in New York. . . . . . . . . . . . . . . .106

58.  As to Property in Pennsylvania. . . . . . . . . . . . . .108

59.  Liability of Assignees of Beneficiary . . . . . . . . . .110

60.  One of a Number of Mortgages. . . . . . . . . . . . . . .110





                            EXHIBITS

EXHIBIT A           Legal Descriptions of Properties
EXHIBIT B           Environmental Reports
EXHIBIT C           Subordination, Nondisturbance
                      and Attornment Agreement

                            SCHEDULES

SCHEDULE 1 - Allocated Loan Amounts
SCHEDULE 2 - Grantor/Grantor Properties
SCHEDULE 3 - Short-Term Repairs

              INDENTURE OF MORTGAGE, DEED OF TRUST,
            SECURITY AGREEMENT, FINANCING STATEMENT,
                  FIXTURE FILING AND ASSIGNMENT
             OF LEASES, RENTS AND SECURITY DEPOSITS

          THIS INDENTURE OF MORTGAGE, DEED OF TRUST, SECURITY
AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF
LEASES, RENTS AND SECURITY DEPOSITS (herein, together with all
amendments and supplements thereto, this "Mortgage"), dated as of
the 18th day of June, 1996, is made by those certain entities
listed on Schedule 4 hereto (collectively, "Grantor" or
"Mortgagor"), having an address c/o Kranzco Realty Trust, 128
Fayette Street, Conshohocken, Pennsylvania 19428, (as to
properties in New Jersey, Pennsylvania, Connecticut and New York)
to KRT ORIGINATION CORP. having an address at c/o Kranzco Realty
Trust, 128 fayette Street, Conshohocken, Pennsylvania  19428, as
Mortgagee, and (as to properties in Maryland) to Ronald P. Fish,
Esq. and Thomas A. Hauser, Esq., individuals having an address at
c/o Ballard Spahr Andrews & Ingersoll, 300 East Lombard Street,
19th Floor, Baltimore, Maryland 21202 (individually and/or
collectively, the "Trustee"), for the benefit of KRT ORIGINATION
CORP., a Delaware corporation, having an address at c/o Kranzco
Realty Trust, 128 Fayette Street, Conshohocken, Pennsylvania
19428 (together with its successors and assigns, "Beneficiary" or
"Mortgagee").

                      W I T N E S S E T H :

          WHEREAS, each Grantor is the record and beneficial
owner of the fee simple or leasehold interests in one or more of
the Properties (as defined below), located on and comprising the
land described in Exhibit "A" attached hereto (collectively, the
"Land"), which Exhibit A sets forth which Grantor is such owner
of each of the Properties or a leasehold interest therein; and

          WHEREAS, Beneficiary has agreed to make loans to
Grantor in the aggregate principal amount of One Hundred Eighty-
One Million Seven Hundred Thousand Dollars ($181,700,000)
(collectively, the "Loan"), which Loan shall be evidenced by the
Class A Mortgage Note (the "Class A Note"), the Class B Mortgage
Note (the "Class B Note"), the Class C Mortgage Note (the "Class
C Note"), and the Class D Mortgage Note (the "Class D Note"),
each of even date herewith (together with all amendments,
modifications, supplements, restatements, substitutions and
replacements of any thereof or thereto, the "Notes"), executed by
Grantor in favor of Beneficiary, in the initial principal amounts
of $123,700,000, $20,600,000, $28,900,000 and $8,500,000,
respectively, payable as specified therein, with a maturity date
of June 20, 2003 or if such date is not a Business Day, on the
next preceding Business Day (the "Maturity Date") or such earlier
date as may be required under the terms of the Notes; and

          WHEREAS, the indebtedness evidenced by the Notes and
the other obligations of Grantor set forth in the other Loan
Documents (as defined below) shall be secured by this Mortgage
and the other Loan Documents; and

          WHEREAS, Grantor and Beneficiary intend these recitals
to be a material part of this Mortgage.

          NOW, THEREFORE, in consideration of the Loan to Grantor
evidenced by the Notes and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor hereby agrees as follows:

          TO SECURE:

               (i)  payment and performance of all covenants,
     conditions, liabilities and obligations of Grantor to
     Beneficiary contained in, and payment of the indebtedness
     evidenced by, the Notes plus all interest payable
     thereunder; and

               (ii)  payment and performance of all covenants,
     conditions, liabilities and obligations contained in this
     Mortgage and any extensions, renewals or modifications
     hereof; and

               (iii)  payment and performance of all covenants,
     conditions, liabilities and obligations of Grantor contained
     in the Assignment of Leases, Rents and Security Deposits,
     dated as of the date hereof (together with any extensions,
     renewals or modifications thereof, the "Assignment of
     Leases"), between Grantor, as assignor, and Beneficiary, as
     assignee, and the Cash Collateral Account, Security, Pledge
     and Assignment Agreement, dated as of the date hereof
     (together with any extensions, renewals or modifications
     thereof, the "Cash Collateral Agreement"), among Grantor, as
     pledgor, State Street Bank and Trust Company, as collateral
     agent, and Beneficiary, as pledgee; and

               (iv) payment and performance of all covenants,
     conditions, liabilities and obligations of Grantor contained
     in each of the other Loan Documents (as defined below); and 

               (v)  without limiting the foregoing, payment of
     all indebtedness, liabilities, and amounts from time to time
     incurred by Beneficiary pursuant to the Notes, this Mortgage
     or such other Loan Documents, even if the aggregate amount
     of the monetary obligation outstanding at any one time
     exceeds the face amount of the Notes (all of the foregoing
     indebtedness, monetary liabilities and obligations set forth
     in clauses (i)-(iv) above and this clause (v), collectively,
     the "Indebtedness"); and

               (vi) payment of the Indebtedness together with the
     payment and performance of all other covenants, conditions,
     liabilities and obligations described and set forth in
     clauses (i)-(v) above and in this clause (vi), collectively,
     the "Obligations."


                        GRANTING CLAUSES

          NOW, THEREFORE, THIS MORTGAGE WITNESSETH:  that
Grantor, in consideration of the premises, the Indebtedness
secured by the Notes and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged (a)
has mortgaged, warranted, granted, bargained, sold, alienated,
released, confirmed, conveyed, pledged and assigned and (b) by
these presents does hereby irrevocably grant and create a first
priority Lien (as defined below), subject to the Permitted
Encumbrances and the provisions hereof and of the other Loan
Documents, on and security interest in, and does hereby MORTGAGE,
WARRANT, GRANT A SECURITY INTEREST IN, GRANT, BARGAIN, SELL,
ALIENATE, RELEASE, CONFIRM, CONVEY, PLEDGE, ASSIGN, TRANSFER AND
SET OVER (as to properties in New Jersey, Pennsylvania,
Connecticut and New York) to Beneficiary as Mortgagee and (as to
properties in Maryland) to Trustee, IN TRUST WITH POWER OF SALE
AND RIGHT OF ENTRY AND POSSESSION, and its respective successors
and assigns forever, all its estate, right, title and interest
now owned or hereafter acquired in, to and under any and all the
property (collectively, the "Trust Estate") described in the
following Granting Clauses:

               (A)  the Land;

               (B)  all of Grantor's right, title and interest in
     and to the buildings, foundations, structures, improvements
     and fixtures now or hereafter located or erected on the Land
     (the "Improvements");

               (C)  all of Grantor's right, title and interest,
     if any, in and to (i) all streets, avenues, roads, alleys,
     passages, places, sidewalks, strips and gores of land and
     ways, existing or proposed, public or private, adjacent to
     the Land, and all reversionary rights with respect to the
     vacation of said streets, avenues, roads, alleys, passages,
     places, sidewalks and ways in the land lying thereunder,
     (ii) all air, lateral support, drainage, oil, gas and
     mineral rights, options to purchase or lease, waters, water
     courses and riparian rights now or hereafter pertaining to
     or used in connection with the Land and/or Improvements,
     (iii) all and singular, the tenements, hereditaments, rights
     of way, easements, appendages and appurtenances and property
     now or hereafter belonging or in any way appertaining to the
     Land, and (iv) all estate, right, title, claim or demand
     whatsoever, either at law or in equity, in possession or
     expectancy, of, in and to the Land (collectively, the
     "Appurtenances");

               (D)  all of Grantor's right, title and interest in
     and to all of the machinery, appliances, apparatus, equip-
     ment, fittings, fixtures, materials, articles of personal
     property and goods of every kind and nature whatsoever, and
     all additions to and renewals and replacements thereof, and
     all substitutions therefor, now or hereafter affixed to,
     attached to, placed upon or located upon or in the Land, or
     any part thereof, and used in connection with the use,
     ownership, management, maintenance, enjoyment or operation
     of the Land in any present or future occupancy or use
     thereof and now owned or leased or hereafter owned or leased
     (to the extent permitted by the applicable Lease) by Grantor
     including, but without limiting the generality of the
     foregoing, all heating, lighting, laundry, cooking, incin-
     erating, loading, unloading and power equipment, boilers,
     dynamos, stokers, engines, pipes, pumps, tanks, motors,
     conduits, switchboards, plumbing, lifting, cleaning, fire
     prevention, fire extinguishing, refrigerating, ventilating,
     and communications apparatus, air cooling and air condi-
     tioning apparatus, building materials and equipment,
     elevators, escalators, carpeting, shades, draperies,
     awnings, screens, doors and windows, blinds, stoves, ranges,
     refrigerators, dishwashers, cabinets, office equipment,
     furniture and furnishings, partitions, ducts and compressors
     (other than equipment and personal property of tenants of
     the Land or the Improvements, or any part thereof) (herein-
     after collectively called "Building Equipment"), and Grantor
     agrees to execute and deliver, from time to time, such
     further instruments (including, without limitation, any
     financing statements under the Uniform Commercial Code of
     the applicable State in which a Property is located (the
     "UCC")) as may be reasonably requested by Beneficiary to
     confirm the lien of this Mortgage on any Building Equipment
     or any Intangible;

               (E)  all of Grantor's right, title and interest as
     lessee in and to all of the leases of the Properties, or any
     part thereof, now existing or hereafter entered into by
     Grantor, (collectively, the "Ground Leases");

          All such right, title and interest of Grantor in and to
each of the parcels or sets of parcels of the Land, the Ground
Leases, Grantor's interest in and to the Improvements and
Building Equipment located thereon and such other property with
respect thereto described in the foregoing Granting Clauses is
herein called a "Property" and all such Property, together with
the Land, the Ground Leases, Grantor's interest in and to the
Improvements and Building Equipment comprising a part of the
properties owned by each Grantor and identified on Schedule 2 are
herein collectively called the "Properties."

               (F)  all of Grantor's right, title and interest as
     lessor or licensor, as the case may be, in, to and under all
     leases, underlettings, concession agreements and licenses of
     the Properties, or any part thereof, now existing or here-
     after entered into by Grantor including, without limitation,
     any cash and securities deposited thereunder (collectively,
     the "Leases"), the grant of such cash and securities here-
     under being expressly subject to the provisions of the
     applicable Leases, and all of Grantor's right, title and
     interest, subject to the provisions of Section 9, in the
     right to receive and collect the revenues, income, rents,
     issues, profits, royalties and other benefits payable under
     any of the Leases or otherwise arising from the use or
     enjoyment of all or any portion of the Properties
     (collectively, the "Rents");

               (G)  subject to the provisions of Section 6
     hereof, all of Grantor's right, title and interest in and to
     all proceeds, judgments, claims, compensation, awards or
     payments hereafter made to Grantor for the taking, whether
     permanent or temporary, by condemnation, eminent domain, or
     for any conveyance made in lieu of such taking, of the whole
     or any part of the Properties, including, without limita-
     tion, all proceeds, judgments, claims, compensation awards
     or payments for changes of grade of streets or any other
     injury to or decrease in the value of the Properties,
     whether direct or consequential, which said awards and
     payments are hereby assigned to Beneficiary, who is hereby
     authorized to collect and receive the proceeds thereof and
     to give proper receipts and acquittances therefor, and to
     apply the same toward the payment of the Indebtedness in
     such order as Beneficiary may determine in accordance with
     the provisions of this Mortgage without regard to the
     adequacy of Beneficiary's security hereunder and notwith-
     standing the fact that the amount thereof may not then be
     due and payable, and toward the payment of reasonable
     counsel fees, costs and disbursements incurred by
     Beneficiary in connection with the collection of such awards
     or payments; and Grantor hereby agrees, upon request, to
     make, execute and deliver any and all further assignments
     and other instruments sufficient for the purpose of
     confirming this assignment of said proceeds, judgments,
     claims, compensation awards or payments to Beneficiary,
     free, clear and discharged of any encumbrances of any kind
     or nature whatsoever other than the Permitted Encumbrances;

               (H)  subject to the provisions of Section 6
     hereof, all of Grantor's right, title and interest in and to
     all unearned premiums paid under insurance policies now or
     hereafter obtained by Grantor to the extent the same insure
     the Properties and any other insurance policies required to
     be maintained pursuant to Section 5 hereof to the extent the
     same insure the Properties including, without limitation,
     liability insurance policies and Grantor's interest in and
     to all proceeds of the conversion and the interest payable
     thereon, voluntary or involuntary, of the Trust Estate, or
     any part thereof, into cash or liquidated claims including,
     without limitation, proceeds of casualty insurance, title
     insurance (other than liability insurance) or any other
     insurance maintained on or with respect to the Properties;

               (I)  all right, title and interest of Grantor in
     and to all extensions, improvements, betterments, renewals,
     substitutes and replacements of, and all additions and
     Appurtenances to, the Properties, hereafter acquired by or
     released to Grantor or constructed, assembled or placed by
     Grantor on the Properties, and all conversions of the
     security constituted thereby; immediately upon such
     acquisition, release, construction, assembling, placement or
     conversion, as the case may be, and in each such case, to
     the extent permitted by law, without any further mortgage,
     conveyance, assignment or other act by Grantor, any of such
     extensions, improvements, betterments, renewals, substitutes
     and replacements shall become subject to the Lien of this
     Mortgage as fully and completely, and with the same effect,
     as though now owned by Grantor and specifically described
     herein;

               (J)  all of Grantor's right, title and interest
     in, to and under, to the extent the same may be encumbered
     or assigned by Grantor pursuant to the terms thereof without
     occurrence of a breach of default thereunder or a violation
     under applicable law, and without impairment of the validity
     or enforceability thereof, (i) any Operating Agreements (as
     defined below) and all contracts and agreements relating to
     the Properties (other than the Leases), and other documents,
     books and records related to the ownership and operation of
     the Properties; (ii) to the extent permitted by law, all
     consents, licenses (including, to the extent permitted by
     law, any licenses held by Grantor permitting the sale of
     liquor at any of the Properties the transfer and/or
     assignment of which is permitted by law without filing or
     other qualification), warranties, guaranties, building
     permits and government approvals relating to or required for
     the construction, completion, occupancy and operation of the
     Properties; (iii) all plans and specifications for the
     construction of the Improvements, including, without
     limitation, installations of curbs, sidewalks, gutters,
     landscaping, utility connections and all fixtures and
     equipment necessary for the construction, operation and
     occupancy of the Improvements; (iv) all such other contracts
     and agreements (other than the Leases) from time to time
     executed by Grantor relating to the ownership, leasing,
     construction, maintenance, operation, occupancy or sale of
     the Properties, together with all rights of Grantor to
     compel performance of the terms of such contracts and
     agreements; and (v) subject to the terms of the Cash
     Collateral Agreement, the Accounts (as defined below) and
     any funds in such Accounts from time to time (it being
     understood that at such time as Grantor shall withdraw any
     amounts from any Accounts in accordance with the provisions
     of the Cash Collateral Agreement, the same shall cease to
     constitute part of the Trust Estate);

               (K)  to the extent the same may be encumbered or
     assigned by Grantor pursuant to the terms thereof and to the
     extent permitted by law, all of Grantor's right, title and
     interest in, to and under escrows, documents, instruments,
     and general intangibles, as the foregoing terms are defined
     in the UCC, in any case which now or hereafter relate to,
     are derived from, or are used in connection with the Prop-
     erties, and all contract rights, franchises, books, records,
     plans, specifications, permits, licenses, approvals, actions
     and causes of action which now or hereafter relate to, are
     derived from or used in connection with the Properties or
     the use, operation, maintenance, occupancy or enjoyment
     thereof or the conduct of any business or activities thereon
     (collectively, the property described in the foregoing
     paragraphs (G), (H), (I), (J) and this paragraph (K), the
     "Intangibles"); and

               (L)  all of Grantor's right, title and interest in
     all proceeds, both cash and noncash, of the foregoing which
     may be sold or otherwise be disposed of pursuant to the
     terms hereof.

          TO HAVE AND TO HOLD THE TRUST ESTATE hereby conveyed,
or mentioned and intended so to be, whether now owned or held or
hereafter acquired, subject only to the Permitted Encumbrances,
unto Trustee for the benefit and use of Beneficiary, its
successors and assigns, forever, upon the terms and conditions
set forth herein.

          IN TRUST FOREVER, WITH POWER OF SALE (to the extent
permitted by applicable law), upon the terms and trusts set forth
herein and to secure the performance of, and compliance with, the
obligations, covenants and conditions of this Mortgage and the
other Loan Documents all as herein set forth. 

          1.   Definitions.  Wherever used in this Mortgage, the
following terms, and the singular and plural thereof, shall have
the following meanings.  All capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them
in the Notes:

          Accounts:  Shall mean, collectively, the Collection
Account, the Capital and TI Reserve Account and the Sinking Fund
Account and any and all of Grantor's other accounts, general
intangibles, chattel paper, cash or monies, wherever located,
whether in the form of cash or checks, and all cash equivalents
including all deposits and certificates of deposit, instruments,
whether negotiable or non-negotiable, debt notes both
certificated and uncertificated, repurchase obligations for
underlying notes of the types described herein, and commercial
paper (it being agreed that all of the foregoing must at all
times qualify as Eligible Investments (as defined in the Cash
Collateral Agreement)), (a) received in connection with the sale
or other disposition of all or any of the Properties, (b)
maintained by Grantor in a segregated account in trust for the
benefit of Beneficiary, or (c) held by Beneficiary, but not any
account maintained by Grantor or an Affiliate of Grantor not in
trust for the benefit of Beneficiary, or cash or cash equivalents
that have been disbursed to Grantor in accordance with the Cash
Collateral Agreement.

          Affiliate:  Shall mean, with respect to any specified
Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with, or
any general partner in, such specified Person.  For the purposes
of this definition, "control" when used with respect to any
specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through
the ownership of voting securities or other beneficial interest,
by contract or otherwise; and the terms "controlling" and
"controlled" have the meanings correlative to the foregoing.

          Agent:  Shall mean the Collateral Agent acting as such
under the Cash Collateral Agreement.
          
          Aggregate Alteration Threshold Amount:  Shall mean
$5,000,000. 

          Allocated Loan Amount:  Shall mean the portion of the
Principal Indebtedness allocated, solely for purposes of
performing certain calculations hereunder, to each Property as
set forth in Schedule 1 annexed hereto and made a part hereof, as
such amounts shall be adjusted from time to time as hereinafter
set forth. In the case of a Total Loss in accordance with Section
6(d) where the Proceeds are less than 125% of the Allocated Loan
Amount, each Allocated Loan Amount shall be increased by an
amount equal to the product of (a) the difference between 125% of
the applicable Allocated Loan Amount and the Proceeds, and (b) a
fraction, the numerator of which is the applicable Allocated Loan
Amount (prior to the adjustment in question) and the denominator
of which is the Principal Indebtedness prior to the adjustment to
the Principal Indebtedness resulting in the recalculation of the
Allocated Loan Amount.  Whenever a property is substituted for a
Property pursuant to Section 45 hereof, the Allocated Loan Amount
for the Replaced Property shall be the Allocated Loan Amount for
the Substitute Property.  All calculations made pursuant to this
Mortgage with respect to an Allocated Loan Amount (including or
scheduled interest payments on an Allocated Loan Amount) shall be
certified to Beneficiary by Grantor pursuant to an Officer's
Certificate.  

          Alteration:  As defined in Section 12(c) hereof.

          Approved Banks:  Shall mean banks or other financial
institutions which have a minimum long-term unsecured debt rating
of at least "AA" by the Rating Agency (whether or not published
by the Rating Agency), or if any such bank or other financial
institution is not rated by the Rating Agency, then a minimum
long-term rating of at least "AA" or its equivalent by two of
Standard & Poor's Ratings Services, Duff & Phelps Credit Rating
Corp. or Moody's Investors Services, Inc.

          Appurtenances:  As defined in Granting Clause (C)
hereof.

          Assignee:  As defined in Section 59 hereof.

          Assignment of Leases:  As defined in the recitals
hereof.

          Beneficiary:  As defined in the introductory paragraph
hereof.

          Best:  As defined in Section 5(b).

          Building Equipment:  As defined in Granting Clause (D)
hereof.

          Business Day:  Shall mean any day except a Saturday, a
Sunday or any other day on which commercial banks in the States
of New York or Pennsylvania are authorized or obligated by law,
governmental decree or executive order to be closed.

          Capital and TI Reserve Account:  Shall have the meaning
set forth for such term in the Cash Collateral Account.

          Cash and Cash Equivalents:  Shall mean (i) cash, and
(ii) direct obligations of the United States Government,
including, without limitation, treasury bills, notes and bonds,
(iii) interest bearing or discounted obligations of Federal
agencies and government sponsored entities or pools of such
instruments offered by Approved Banks and dealers, including,
without limitation, Federal Home Loan Mortgage Corporation
participation sale certificates, Government National Mortgage
Association modified pass-through certificates, Federal National
Mortgage Association bonds and notes, Federal Farm Credit System
securities, (iv) time deposits, domestic and Eurodollar
certificates of deposit, bankers acceptances, commercial paper
rated "F-1+" by the Rating Agency, and/or guaranteed by an entity
rated "AA" by the Rating Agency, floating rate notes, other money
market instruments and letters of credit each issued by Approved
Banks, (v) obligations issued by state and local governments or
their agencies, rated "AA" with respect to long-term debt or "F-
1+" for short-term debt by the Rating Agency and/or guaranteed by
an unconditional, irrevocable, clean, sight draft letter of
credit of an Approved Bank in favor of Beneficiary, and (vi)
repurchase agreements with Approved Banks and primary government
securities dealers fully secured by U.S. Government or agency
collateral equal to or exceeding the principal amount on a daily
basis and held in safekeeping.

          Cash Collateral Agreement:  As defined in the recitals
hereof.

          Casualty Amount:  As defined in Section 6(b) hereof.

          Certificates:  Shall mean, collectively, Certificates
issued pursuant to the Trust and Servicing Agreement.

          Closing Date:  Shall mean the date the Loan and the
transactions contemplated hereby are consummated.

          Collection Account:  Shall have the meaning set forth
for such term in the Cash Collateral Agreement.

          Code:  Shall mean the Internal Revenue Code of 1986, as
amended, and any successor thereto, and any temporary or final
regulations promulgated thereunder.

          CPI:  Shall mean the Consumer Price Index for All Urban
Consumers published by the Bureau of Labor Statistics of the
United States Department of Labor, All Items (1982-1984=100), or
any successor index thereto, appropriately adjusted.  In the
event that the CPI is converted to a different standard reference
base or otherwise revised, the determination of adjustments
provided for herein shall be made with the use of such conversion
factor, formula or table for converting the CPI as may be
published by the Bureau of Labor Statistics or, if said Bureau
shall not publish the same, then with the use of such conversion
factor, formula or table as may be published by Prentice-Hall,
Inc., or any other nationally recognized publisher of similar
statistical information.

          Debt:  Shall mean, with respect to any Person at any
time, (a) indebtedness or liability of such Person for borrowed
money whether or not evidenced by bonds, debentures, notes or
other instruments, or for the deferred purchase price of property
or services (excluding trade obligations); (b) obligations of
such Person as lessee under leases which should have been or
should be, in accordance with GAAP, recorded as capital leases;
(c) current liabilities of such Person in respect of unfunded
vested benefits under plans covered by Title IV of ERISA; (d)
obligations issued for, or liabilities incurred on the account
of, such Person; (e) obligations or liabilities of such Person
arising under acceptance facilities; (f) obligations of such
Person under any guarantees or other agreement to become
secondarily liable for any obligation of any other Person,
endorsements (other than for collection or deposit in the
ordinary course of business) and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest
in any Person or otherwise to assure a creditor against loss; (g)
obligations of such Person secured by any Lien on any property of
such Person, whether or not the obligations have been assumed by
such Person; or (h) obligations of such Person under any interest
rate or currency exchange agreement.

          Debt Service:  Shall mean the amount of interest and
principal due and payable in accordance with the Notes during any
applicable period.

          Debt Service Coverage Ratio:  Shall mean for any period
the ratio of Net Operating Income to Debt Service on the Notes
(based on a debt service constant on the Notes of the greater or
10.09% per annum and the actual average debt service constant on
the Notes) for such period.

          Default:  Shall mean the occurrence or existence of any
event or condition which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default
hereunder.

          Default Rate:  Shall mean, in the case of each Note,
the lesser of (a) the rate per annum on such Note plus 3%, and
(b) the maximum rate of interest allowable under New York law.

          Defeasance:  As defined in Section 46 hereof.

          Defeasance Collateral:  Shall mean Defeasance Eligible
Investments included in the Trust Estate as collateral pursuant
to Sections 38, 45 and 46 hereof (including, without limitation,
all amounts then on deposit in the Defeasance Collateral
Account).

          Defeasance Collateral Account:  As defined in Section
47 hereof.

          Defeasance Eligible Investments:  Shall mean obliga-
tions or securities not subject to prepayment, call or early
redemption which are direct obligations of, or obligations fully
guaranteed as to timely payment by, the United States of America
or any agency or instrumentality of the United States of America,
or the obligations of which are backed by the full faith and
credit of the United States of America, the ownership of which
will not cause Beneficiary to be an "investment company" under
the Investment Company Act of 1940, as amended, as evidenced by
an Opinion of Counsel acceptable to Beneficiary, and which
qualify under Section 1.860G-2(a)(8) of the Treasury regulations. All
such obligations or securities shall mature or be redeemable, or
provide for payments of interest thereon, on or prior to the
Business Day preceding the date such amounts are required to be
applied under this Mortgage.

          Direct Beneficial Owner:  Shall mean such Persons who
own any direct ownership interest in Grantor. 

          Environmental Certificate:  As defined in Section 40(b)
hereof.

          Environmental Claim:  Shall mean any action,
governmental investigation or written notice by any Person
alleging potential liability (including potential liability for
investigatory costs, cleanup costs, natural resource damages,
property damages, personal injuries or penalties) arising out of,
based upon or resulting from (a) the presence, threatened
presence, release or threatened release into the environment of
any Hazardous Substances from or at the Properties, or (b) the
violation, or alleged violation, of any Environmental Law,
relating to the Properties.

          Environmental Event:  As defined in Section 40(b)
hereof.

          Environmental Laws:  Shall mean all present or future
federal, state and local laws, statutes, rules, ordinances, and
regulations relating to pollution or protection of human health
or the environment (including, without limitation, ambient air,
surface water, ground water, land surface or subsurface strata),
including, without limitation laws, statutes, rules, ordinances
and regulations relating to emissions, discharges, releases of
Hazardous Substances, or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Substances including, without
limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 et
seq.; the Resource Conservation and Recovery Act of 1976, 42
U.S.C. Section 6901 et seq.; the Toxic Substance Control Act, 15
U.S.C. Section 2601 et seq.; the Water Pollution Control Act (also
known as the Clean Water Act), 33 U.S.C. Section 1251 et seq.; the
Clean Air Act, 42 U.S.C. Section 7401 et seq.; and the Hazardous
Materials Transportation Act, 49 U.S.C. Section 1801 et seq., as the
same may be hereafter amended or modified.

          Environmental Reports:  As defined in Section 40(a)
hereof.

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

          Events of Default:  Shall mean the occurrence of any of
the following, each of which shall constitute an Event of Default
under this Mortgage:

          (a)  (i) Failure to make any payment of interest or
principal on any Note when due, or (ii) failure to pay the
principal balance of any Note when due; or

          (b)  Grantor fails to pay any other amount payable
pursuant to this Mortgage or the Notes when due and payable in
accordance with the provisions hereof, with such failure
continuing for ten (10) days after Beneficiary delivers written
notice thereof to Grantor; or

          (c)  (i) Failure to keep in force the insurance
required by Section 5 of this Mortgage, or (ii) failure to comply
with any other covenants set forth in Section 5 with such failure
in this clause (ii) continuing for ten (10) Business Days after
Beneficiary delivers written notice thereof to Grantor; or

          (d)  Any default under the terms of Section 7(b)
(subject to the terms of Section 7(c)) beyond any applicable time
periods set forth therein, with such default continuing for ten
(10) Business Days after Beneficiary delivers written notice
thereof to Grantor, or the incurrence of any Debt in violation of
Section 11(c) of this Mortgage or the occurrence of any Transfer
in violation of Sections 11(a) and 11(b) (but subject to the
terms of Section 11(d)) of this Mortgage; or

          (e)  Any attempt by Grantor to assign its rights under
this Mortgage; or

          (f)  Any other default in the performance or payment,
or breach, of any material covenant, warranty, representation or
agreement of Grantor contained herein or in any other Loan
Document (other than a covenant, representation or agreement, a
default in the performance or payment of or the breach of which
is specifically addressed elsewhere in this definition), which
default is not cured within thirty (30) Business Days after
receipt by Grantor of notice from Beneficiary in writing of such
breach.  If cure of such default (a) would require performance of
an Obligation other than payment of Indebtedness to Grantor and
(b) cannot be effected within said 30 Business Day period despite
Grantor's diligence in prosecuting such cure, then, provided
Grantor commences to cure within said thirty (30) Business Day
period and diligently prosecutes said cure to completion, subject
only to Excusable Delays, the cure period provided hereunder
shall be extended to such time as may be reasonably necessary to
cure the default; provided, however, that such extended period
shall in no event exceed 60 days plus time permitted for
Excusable Delays; and provided, further, that Grantor shall
provide Beneficiary with a written report and evidence of the
progress of Grantor's cure efforts 30 days after commencement of
such 60-day cure period.  Notwithstanding the foregoing sentence,
the cure period provided hereunder may be extended for one
additional 90-day period, subject to Excusable Delays, if and
only if (x) such default involves breach of a covenant (as
distinct from a representation) and cure of such default would
require physical construction or remedial work, and (y) such cure
cannot with diligence be completed within the initial 60-day
period.  Grantor shall provide Beneficiary with an additional
written report and evidence of the progress of Grantor's cure
efforts 45 days after commencement of such additional 90-day cure
period; or

          (g)  The entry by a court of (A) a decree or order for
relief in respect of Grantor or its General Partner 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 Grantor or its General Partner
a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or
composition of or in respect of Grantor or its General Partner
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 Grantor or its General Partner or of any
substantial part of either of their respective property, or
ordering the winding up or liquidation of either of their
respective affairs, 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 more than ninety (90) consecutive days;
or

          (h)  The commencement by Grantor or its General Partner
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, or the consent by it to the entry of a decree or
order for relief in respect of it in an involuntary case or
proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding
against it, or the filing by Grantor or its general partner of a
petition or answer or consent seeking reorganization or relief
under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law, or the consent by Grantor or
its General Partner 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 Grantor or its General Partner or of any substantial part of
any of either of their respective property, or the making by
Grantor or its General Partner of an assignment for the benefit
of creditors, or the admission by Grantor or its General Partner
in writing of its inability to pay its debts generally as they
become due, or the taking of official partnership action of
Grantor or corporate action of its General Partner (or if, at any
time, Grantor shall no longer be a partnership or the General
Partner shall no longer be a corporation) in furtherance of any
such action; or

          (i)  This Mortgage or any other Loan Document or any
Lien granted hereunder or thereunder shall, in whole or in part,
terminate, cease to be effective or cease to be a legally valid,
binding and enforceable obligation of Grantor, or any Lien
securing the Indebtedness shall, in whole or in part, cease to be
a perfected first priority Lien, subject to the Permitted
Encumbrances (except in any of the foregoing cases in accordance
with the terms hereof or under any other Loan Document); or

          (j)  Any "Event of Default" as defined in any Loan
Document other than this Mortgage occurs.

          Exculpated Parties:  As defined in Section 33 hereof.

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

          First Class:  Shall mean, with respect to any Property,
a standard of operation and maintenance consistent with
properties comparable to and in the same metropolitan area as the
applicable Property.

          Fitch:  Shall mean Fitch Investors Service, L.P. or any
successor thereto.

          GAAP:  Shall mean the generally accepted accounting
principles set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the
accounting profession), or in such other statements by such
entity as may be in general use by significant segments of the
U.S. accounting profession, to the extent such principles are
applicable to the facts and circumstances on the date of
determination.

          General Partner:  Shall mean a general partner in a
Grantor which is a partnership.

          Governmental Authority:  Shall mean any Federal, state
or local government or any other political subdivision thereof
exercising executive, legislative, judicial, regulatory or
administrative functions.

          Grantor:  As defined in the introductory paragraph
hereof, Grantor shall mean, collectively, the entities described
on Exhibit 4 attached hereto, and as the context may provide,
Grantor shall also mean each of such entities separately with
respect to a matter pertaining solely to an entity itself or to a
particular Property owned by an entity.

          Ground Leases:  As defined in Granting Clause (E)
hereof.
          Hazardous Substance:  Shall mean any material waste or
material substance which is:

          (a)  included within the definition of "hazardous
substances," "hazardous materials," "toxic substances," or "solid
waste" in or pursuant to any Environmental Law, or subject to
regulation under any Environmental Law;

          (b)  listed in the United States Department of
Transportation Optional Hazardous Materials Table, 49 C.F.R.
Section 172.101 enacted as of the date hereof or hereafter amended, or
in the United States Environmental Protection Agency List of
Hazardous Substances and Reportable Quantities, 40 C.F.R. Part
302, as enacted as of the date hereof or as hereafter amended; or

          (c)  an explosive, radioactive, asbestos,
polychlorinated biphenyl, oil or petroleum product.

          Holders:  Shall mean, collectively, the holders of the
Certificates issued pursuant to the Trust and Servicing
Agreement.

          Impositions:  Shall mean all taxes (including all ad
valorem, sales (including those imposed on lease rentals), use,
single business, gross receipts, value added, intangible
transaction, privilege or license or similar taxes), governmental
assessments (including all assessments for public improvements or
benefits, whether or not commenced or completed prior to the date
hereof and whether or not commenced or completed within the term
of this Mortgage), water, sewer or other rents and charges,
excises, levies, fees (including license, permit, inspection,
authorization and similar fees), and all other governmental
charges, in each case whether general or special, ordinary or
extraordinary, or foreseen or unforeseen, of every character in
respect of the Trust Estate and/or any Rents (including all
interest and penalties thereon), which at any time prior to,
during or in respect of the term hereof may be assessed or
imposed on or in respect of or be a Lien upon (a) Grantor
(including all income, franchise, single business or other taxes
imposed on Grantor for the privilege of doing business in the
jurisdiction in which the Trust Estate is located), (b) the Trust
Estate, or any other collateral delivered or pledged to
Beneficiary in connection with the Loan, or any part thereof, or
any Rents therefrom or any estate, right, title or interest
therein, or (c) any occupancy, operation, use or possession of,
or sales from, or activity conducted on, or in connection with
the Trust Estate or the leasing or use of all or any part
thereof.  Nothing contained in this Mortgage shall be construed
to require Grantor to pay any tax, assessment, levy or charge
imposed on (i) any tenant occupying any portion of the Property
or (ii) Beneficiary or any Holder in the nature of a franchise,
capital levy, estate, inheritance, succession, income or net
revenue tax.

          Improvements:  As defined in Granting Clause (B)
hereof.

          Indebtedness:  As defined in the recitals hereof.

          Indemnified Environmental Parties:  As defined in
Section 40(c) hereof.

          Indemnified Parties:  As defined in Section 37 hereof.

          Independent Accountant:  Shall mean Arthur Andersen
LLP, or another firm of nationally recognized, independent
certified public accountants selected by Grantor which is
reasonably acceptable to Beneficiary.

          Independent Appraiser:  Shall mean an independent
appraiser which is a member of the American Institute of Real
Estate Appraisers selected by Grantor and having at least five
(5) years of experience in the applicable real estate market
where the applicable Property is located in the valuation of
properties of the type being appraised.

          Independent Architect:  Shall mean an independent
architect, engineer or construction consultant selected by
Grantor, licensed to practice in the State where the applicable
Property is located and having at least five (5) years of
experience.

          Individual Environmental Matter:  As defined in Section
48(c).

          Individual Threshold Amount:  Shall mean, with respect
to each Property, five percent (5%) of the Allocated Loan Amount
therefor.

          Individual Trustee:  Shall mean such person as is re-
quired by applicable state law to perform the functions of the
Trustee pursuant to Section 52 hereof.

          Insurance Requirements:  Shall mean all terms of any
insurance policy required hereunder covering or applicable to any
Property or any part thereof, all requirements of the issuer of
any such policy, and all orders, rules, regulations and other
requirements of which Grantor has notice of the national board of
fire underwriters (or any other body exercising similar
functions) applicable to or affecting any Property or any part
thereof or any use of any Property or any part thereof.

          Intangibles:  As defined in Granting Clause (K) hereof.

          Jurisdictional Trustee:  As defined in Section 52
hereof.

          Land:  As defined in the recitals hereof.

          Leases:  As defined in Granting Clause (F) hereof.

          Legal Requirements:  As defined in Section 13(a)
hereof.

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

          Loan:  As defined in the recitals hereof.

          Loan Amount:  Shall mean the aggregate Principal Amount
of the Loan, which initially shall be $181,700,000.

          Loan Documents:  Shall mean this Mortgage, the
Assignment of Leases, the Cash Collateral Agreement, the Notes,
and any and all other agreements, instruments or documents
executed by Grantor evidencing, securing or delivered in
connection with the Loan and the transactions contemplated
hereby.

          Material Adverse Effect:  Shall mean any event or
condition that has a material adverse effect on (i) all of the
Properties taken as a whole, (ii) the business, prospects,
profits, operations or condition (financial or otherwise) of
Grantor, or (iii) the ability of Grantor to repay the principal
and interest of the Indebtedness as it becomes due.

          Material Alteration:  Shall mean any Alteration which,
when aggregated with all related Alterations constituting a
single project, involves an estimated cost exceeding the greater
of the Individual Threshold Amount and $500,000 with respect to
Alterations (including the Alteration in question) being
undertaken at a single Property at such time or the Aggregate
Alteration Threshold Amount with respect to Alterations
(including the Alteration in question) being undertaken at all
the Properties at such time, but in either event, excluding any
Alteration for which a Tenant is obligated to pay directly.

          Maturity Date:  As defined in the recitals hereof.

          Maximum Foreseeable Casualty Loss:  As defined in
Section 5(b) hereof.

          Minimum Defeasance Collateral Requirement:  Shall mean,
with respect to a Property Release or a substitution pursuant to
Section 46 hereof resulting in a Defeasance, Defeasance Collater-
al in an amount (i) sufficient to pay 125% of the Allocated Loan
Amount applicable to the Property which is the subject of the
Property Release or substitution in respect of the first seven
Properties and 135% of the Allocated Loan Amount for the release
or substitution of each Property thereafter or, if the Property
to be released is a Specified Property, an amount equal to 150%
of the Allocated Loan Amount unless prior to the release of such
Specified Property the Rating Agency has delivered the written
affirmation of the ratings of the Certificates as provided for in
Section 38(b)(iii) hereof, and (ii) sufficient to pay scheduled
interest and principal payments (such payments, the "Defeasance
Debt Service Payments") on the portion of the Loan equal to such
Allocated Loan Amount on such Property or Replaced Property, as
the case may be, assuming an average interest rate on the Notes
equal to the actual interest rates on the Notes.  Sufficient
portions of the Defeasance Collateral must mature on or before
the dates when such amounts are required to be applied to pay
Defeasance Debt Service Payments when due.

          Monthly Capital and TI Reserve Amount:  As defined in
Section 48(b) hereof.

          Mortgage:  As defined in the recitals hereof.

          Net Operating Income:  Shall mean, with respect to any
period, the excess of Operating Income over Operating Expenses
for such period.

          Nondisqualification Opinion:  Shall have the meaning
set forth for such term in the Trust and Servicing Agreement.

          Nondisturbance Agreement:  As defined in Section 15(d)
hereof.

          Notes:  As defined in the recitals hereof.

          Obligations:  As defined in the recitals hereof.

          Officer's Certificate:  Shall mean a certificate
delivered to Beneficiary and signed by an officer of Kranzco
Realty Trust or by an officer of one of the entities comprising
the Grantor (or if such entity is a partnership, then signed by a
general partner in the entity).

          Operating Agreements:  Shall mean the reciprocal
easement agreements, operating agreements and similar agreements
affecting the ownership, use and operation of the Properties, as
such agreements have been or may hereafter be amended, modified
or supplemented.

          Operating Expenses:  Shall mean, for any period,
without duplication, all expenses paid or to be paid by Grantor
during such period in connection with the operation, management,
maintenance, repair and use of the Trust Estate, determined on an
accrual basis, and, except to the extent otherwise provided in
this definition, in accordance with GAAP.  Operating Expenses
specifically shall include (i) all payments required to be made
pursuant to any Ground Leases and/or Operating Agreements, (ii)
legal, accounting, appraisal and other professional fees and
disbursements in connection with the Notes, and (iii) fees and
expenses of Beneficiary (if any) paid by Grantor, and (iv)
management fees, whether or not actually paid, equal to 3.5% of
annual "base" or "fixed" Rent and any percentage rent due under
the Leases.  Notwithstanding the foregoing, Operating Expenses
shall not include (1) depreciation or amortization, (2) income
taxes or other Impositions in the nature of income taxes, (3) any
expenses (including legal, accounting and other professional
fees, expenses and disbursements) incurred in connection with the
issuance of the Notes or the sale, exchange, transfer, financing
or refinancing of all or any portion of the Trust Estate or in
connection with the recovery of insurance or condemnation
proceeds which are applied to prepay the Notes, (4) any expenses
which in accordance with GAAP should be capitalized, (5) Debt
Service, and (6) any item of expense which would otherwise be
considered within Operating Expenses pursuant to the provisions
above but is paid directly by any Tenant.

          Operating Income:  Shall mean, for any period, all
income of Grantor during such period from the operation of the
Trust Estate or, as applicable, a Property as follows:

               (i)  all amounts payable to Grantor by any Person
     as rent and other amounts under Leases, license agreements,
     occupancy agreements or other agreements relating to the
     Trust Estate or, as applicable, a Property (including
     reimbursements and percentage rents);

               (ii)  rent insurance proceeds; and

               (iii)  all other amounts which in accordance with
     GAAP are included in Grantor's annual financial statements
     as operating income attributable to the Trust Estate or, as
     applicable, a Property.

          Notwithstanding the foregoing, Operating Income shall
not include (a) any condemnation or insurance proceeds (other
than rent insurance proceeds or condemnation proceeds with
respect to a temporary taking and, in either such case, only to
the extent allocable to the applicable reporting period), (b) any
proceeds resulting from the Transfer of all or any portion of a
Property, (c) any rent attributable to a Lease prior to the date
on which the actual payment of rent is required to commence
thereunder, (d) any item of income otherwise includable in
Operating Income but paid directly by any tenant to a Person
other than Grantor, provided such item of income is an item of
expense (such as payments for utilities paid directly to a
utility company) and is otherwise excluded from the definition of
Operating Expenses, or (e) security deposits received from
Tenants until forfeited.  Operating Income shall be calculated on
the accrual basis of accounting and, except to the extent
otherwise provided in this definition, in accordance with GAAP.

          Opinion of Counsel:  Shall mean an opinion of counsel
of a nationally recognized law firm or other law firm reasonably
acceptable to Beneficiary and, at any time that the Loan is
included in any securitization transaction, the Rating Agency,
procured by Grantor and rendered at Grantor's sole cost and
expense.

          Permitted Debt:  As defined in Section 11(c) hereof.  

          Permitted Encumbrances:  Shall mean:

               (i)  Liens for Impositions not yet due and payable
     or Liens arising after the date hereof which are being
     contested in good faith by appropriate proceedings promptly
     instituted and diligently conducted in accordance with
     Section 7(c) hereof;

               (ii) In the case of Liens arising after the date
     hereof, statutory Liens of carriers, warehousemen,
     mechanics, materialmen and other similar Liens arising by
     operation of law, which are incurred in the ordinary course
     of business for sums not more than sixty (60) days
     delinquent or which are being contested in good faith in
     accordance with Section 7(c);

               (iii)  Easements, rights-of-way, restrictions and
     other similar charges or non-monetary encumbrances against
     real property not interfering in any material respect with
     the use or ordinary conduct of Grantor's business or any
     Property and not diminishing in any material respect the
     value of the Property or Properties to which it is attached;

               (iv) Liens arising from filing UCC financing
     statements regarding leases of Building Equipment;

               (v)  From and after the date hereof, liens and
     judgments which have been or will be bonded or released of
     record within thirty (30) days after Grantor has received
     notice of the filing of such Lien or judgment or which are
     being contested in good faith in accordance with Section
     7(c) hereof;

               (vi) Those matters set forth in the "marked-up"
     commitment for Beneficiary's loan policy of title insurance
     concerning the Properties issued by the Title Company;

               (vii)  Liens in favor of Beneficiary under this
     Mortgage and the other Loan Documents;

               (viii) Rights of existing and future Tenants, as
     tenants only, pursuant to Leases;

               (ix)  Such other title exceptions as Beneficiary
     and the Rating Agency may approve in writing in their sole
     discretion; and

               (x)   Any Liens related to or secured by any
     Excluded Property.

          Person:  Shall mean any individual, corporation,
partnership, joint venture, estate, trust, unincorporated
association, and any federal, state, county or municipal
government or any political subdivision thereof.

          Principal Amount:  Shall mean in the case of each Note,
the principal amount thereof, as defined therein.

          Principal Indebtedness:  Shall mean, in the aggregate,
the Principal Amount payable by Grantor under each Note.

          Proceeds:  As defined in Section 6(b) hereof.

          Properties:  As defined in Granting Clause (E) hereof.

          Property Release:  Shall mean the release of a Replaced
Property from the lien and security interest of Beneficiary in
this Mortgage and other Loan Documents relating to such Replaced
Property, and the execution and delivery by Beneficiary of any
agreements reasonably requested by Grantor to release and
terminate or reconvey and reassign, such Mortgage; provided that
such release and termination or reconveyance and reassignment
shall be without recourse to Beneficiary and without any
representation and warranty and Grantor shall be released from
its obligations under the Loan Documents with respect to the
Replaced Property, and if a particular entity which is one of the
entities comprising Grantor has no other interest in any of the
Properties after the replacement of the Replaced property, then
such entity shall also be released from any liability under the
Loan Documents; provided, further, that upon the release and
termination or reconveyance and reassignment of Beneficiary's
security interest in this Mortgage relating to the Replaced
Property, all references herein to this Mortgage relating to the
Replaced Property shall be deemed deleted; and provided, further,
that upon any Property Release, Grantor shall cause to be
delivered to Beneficiary in form and substance reasonably
satisfactory to Beneficiary, at Grantor's sole cost and expense,
an original title insurance policy endorsement, if available at a
nominal cost (without additional premium), insuring Beneficiary's
perfected first priority interest under this Mortgage in and to
the remaining Properties in the Trust Estate following the
Property Release.

          Qualifying Manager:  As defined in Section 19(a)
hereof.

          Rating Agency:  Shall mean Fitch or any of its
successors, or, if such entity shall for any reason no longer
perform the functions of a securities rating agency, any other
nationally recognized statistical rating agency designated by
Beneficiary.

          Release Date:  As defined in Section 38 hereof.

          Release Price:  As defined in Section 38 hereof.

          Renewal Lease:  As defined in Section 15(b) hereof.

          Rents:  As defined in Granting Clause (F) hereof.

          Replaced Property:  As defined in Section 45(a) hereof.

          Servicer:  Shall mean the Servicer acting as such under
the Trust and Servicing Agreement.

          Sinking Fund Account:  Shall have the meaning set forth
for such term in the Cash Collateral Agreement.

          Single Purpose Entity:  Shall mean a Person, other than
an individual, which is formed or organized solely for the
purpose of holding, directly, an ownership interest in one or
more of the Properties, does not engage in any business unrelated
to the Properties and the financing thereof, does not have any
assets other than those related to its interest in the Properties
or the financing thereof or any indebtedness other than as
permitted by this Mortgage or the other Loan Documents, has its
own separate books and records and its own accounts, in each case
which are separate and apart from the books and records and
accounts of any other Person, holds itself out as being a Person,
separate and apart from any other Person, and it and its
partnership agreement, certificate of incorporation or other
organizational documents complies with the standards for a Single
Purpose Entity set by the Rating Agency at such time.

          Specified Property:  As defined in Section 38(b)
hereof.

          Substitute Property:  As defined in Section 45(a)
hereof.

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

          Tax Opinion:  Shall mean an Opinion of Counsel to the
effect that a contemplated action (a) will not result in any
deemed exchange pursuant to Section 1001 of the Code of any Note;
and (b) will not adversely affect the Notes' or such other note's
status as indebtedness for federal income tax purposes.

          Tenant:  Shall mean any Person leasing, subleasing or
otherwise occupying any portion of a Property.

          Threshold Amount:  Shall mean $500,000.

          Title Company:  Shall mean Lawyer's Title Insurance
Company.

          Total Defeasance Collateral Requirement:  Shall mean
with respect to a Defeasance of the Lien of this Mortgage with
respect to all of the Properties, Defeasance Collateral in an
amount sufficient to pay all principal indebtedness outstanding
as of the date of Defeasance under the Notes as it becomes due
and sufficient to pay scheduled interest payments on the Loan,
assuming an interest rate equal to the actual average interest
rate on the Notes.  All Defeasance Collateral must mature on or
before the Maturity Date.

          Total Loss:  Shall mean (i) a casualty, damage or
destruction of a Property, the cost of restoration of which
(calculated in accordance with the provisions of Section 6
hereof) would exceed fifty percent (50%) of the applicable
Allocated Loan Amount, and with respect to which Grantor is not
required, under the applicable Lease to apply Proceeds to the
restoration of such Property or (ii) a permanent Taking of fifty
percent (50%) or more of the gross leasable area of a Property or
so much of a Property, in either case, such that it would be
impracticable, in Beneficiary's reasonable discretion, even after
restoration, to operate such Property as an economically viable
whole and with respect to which the applicable Lease does not
require such restoration.

          Transfer:  Shall mean sell, assign, convey, transfer,
pledge or otherwise dispose of, or where used as a noun, a sale,
assignment, conveyance, transfer, pledge or other disposition.

          Trust and Servicing Agreement: Shall mean the Trust and
Servicing Agreement, dated of even date herewith, among GE
Capital Asset Management Corporation, as servicer, State Street
Bank and Trust Company, as trustee and Beneficiary, as depositor,
for the benefit of the respective Holders of the Certificates
evidencing beneficial interests in each of the trusts established
by the Trust and Servicing Agreement.

          Trust Estate:  As defined in the Granting Clauses
hereof, which shall, in any event, exclude any and all Replaced
Property, and include any and all Substitute Property.

          Trustee:  As defined in the recitals hereof.

          Trustees:  Shall mean the Trustee, the Individual
Trustee together with the Jurisdictional Trustee, all separate
trustees and co-trustees appointed as provided in Section 52
hereof.

          UCC:  As defined in Granting Clause (D) hereof.

          Work:  As defined in Section 6(b) hereof.

          All accounting terms not specifically defined herein
shall be construed in accordance with GAAP.  When used herein,
the term "financial statements" shall include the notes and
schedules thereto.  Unless otherwise specified herein or therein,
all terms defined in this Mortgage shall have the defined
meanings when used in any other Loan Document or in any
certificate or other document made or delivered pursuant thereto.

          The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Mortgage shall refer to this
Mortgage as a whole and not to any particular provision of this
Mortgage, and section, schedule and exhibit references are to
this Mortgage unless otherwise specified.  The words "includes"
and "including" are not limiting and mean "including without
limitation."

          In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
including"; the words "to" and "until" each mean "to but
excluding," and the word "through" means "to and including."

          References to agreements and other documents shall be
deemed to include all subsequent amendments and other
modifications thereto executed in writing by all of the parties
thereto and, if Beneficiary's consent was required for the
original of any such document, consented to by Beneficiary.  All
references in this Mortgage to the plural of any document
described herein shall mean all of such documents collectively.

          References to statutes or regulations are to be
construed as including all statutory and regulatory provisions
consolidating, amending, or replacing the statute or regulation.

          The captions and headings of this Mortgage are for
convenience of reference only and shall not affect the
construction of this Mortgage.


            REPRESENTATIONS, WARRANTIES AND COVENANTS

          Grantor represents and warrants to, and covenants and
agrees with, Beneficiary as follows:

          2.   Warranty of Title.  (a) Grantor owns good and
insurable fee simple or leasehold title to the Land and the
Improvements, subject only to the Permitted Encumbrances.  This
Mortgage upon its due execution and proper recordation is and
will remain a valid and enforceable (and, with respect to all
personalty (as to which security interests are governed by the
UCC), upon proper recordation and the filing of a financing
statement) perfected first Lien on and security interest on the
Land, Improvements and such personalty, or the Ground Leases, as
the case may be, subject to the Permitted Encumbrances.  Grantor
will preserve its fee simple or leasehold title to the Trust
Estate for so long as any of the Notes remain outstanding and
will warrant and defend same and the validity and priority of the
Lien hereof from and against any and all claims whatsoever other
than the Permitted Encumbrances.

          (b)  The Ground Leases are in full force and effect,
unmodified by any writing or otherwise; (ii) all rent, additional
rent and/or other charges reserved in or payable under the Ground
Leases, have been paid to the extent that they are payable to the
date hereof; (iii) the Grantor is not in default under any of the
material terms of the Ground Leases and to the best of its
knowledge, is not in default under any other term of the Ground
Leases and there are no circumstances which, with the passage of
time or the giving of notice or both, would constitute a default
under the Ground Lease; (iv) the fee owners of the Properties
subject to the Ground Leases are not in default under any of the
material terms or provisions of the Ground Leases and to the best
of the Grantor's knowledge, such fee owners are not in default
under any other terms or provisions of the Ground Leases, on its
part to be observed or performed; and (v) the Grantor has
delivered to the Trustee true, accurate and complete copies of
the Ground Leases.

          (c)  As additional security for Grantor's obligation to
warrant and defend its title to the Trust Estate, Grantor hereby
collaterally assigns to Beneficiary, all right, title and
interest of Grantor in and to any of the proceeds of any claim to
which Grantor is entitled under any owner's policy of title
insurance covering all or any part of Grantor's interest in and
to any Property comprising a part of the Trust Estate; provided,
that Beneficiary's interest in and to any such claim shall be
limited to its interest in and lien upon such Property and any
amounts to which Beneficiary is entitled shall be decreased by
the amount of any proceeds received by Beneficiary in respect of
such claim under any policy of title insurance, insuring the lien
of this Mortgage.  If Grantor elects to not pursue a claim under
any owner's policy of title insurance covering all or any part of
Grantor's interest in and to the Trust Estate, Grantor will
notify Beneficiary of its election not to pursue a claim.  If
Grantor fails to make a claim in respect of a title defect
affecting in any material respect Grantor's title to the Trust
Estate, Beneficiary shall have the right upon 15 days notice to
Grantor to pursue such claim directly with the title company in
the name and stead of Grantor.

          3.   Payment and Performance of Obligations Secured. 
Grantor shall promptly pay when due the principal of and interest
on the Indebtedness and all other payment Obligations secured by
this Mortgage, all in lawful money of the United States of
America, and shall further perform fully and in a timely manner
all Obligations of Grantor.  All sums payable by Grantor
hereunder shall be paid without demand, counterclaim, offset,
deduction (except as required by law) or defense.  Grantor waives
all rights now or hereafter conferred by statute or otherwise to
any such demand, counterclaim (other than mandatory
counterclaims), setoff, deduction or defense.

          4.   Negative Covenants.  Grantor covenants and agrees
that it shall not:

          (a)  incur, create or assume any indebtedness for
borrowed money or Transfer or lease the Trust Estate or any
interest therein, except as permitted under Sections 11 and 15
hereof;

          (b)  engage, directly or indirectly, in any business
other than that of entering into this Mortgage and the other Loan
Documents to which Grantor is a party and the ownership,
management, leasing, construction, development, operation and
maintenance of the Trust Estate for its present and related uses;

          (c)  commingle its assets with the assets of any other
Person;

          (d)  guarantee any obligations of any Person or make
advances (other than distributions or dividends) or loans to any
Persons or entities;

          (e)  except as set forth in Section 19, enter into any
management agreement for any of the Properties without
Beneficiary's consent, which shall not be unreasonably withheld
or delayed;

          (f)  dissolve, terminate, liquidate, merge with or
consolidate into another Person, except as expressly permitted
pursuant to this Mortgage;

          (g)  engage in any activity that would subject it to
regulation under ERISA; or

          (h)  voluntarily file or consent to the filing of a
petition for bankruptcy, reorganization, assignment for the
benefit of creditors or similar proceeding under any Federal or
state bankruptcy, insolvency, reorganization or other similar
law.

          5.   Insurance.

          (a)  Insurance Coverage Requirements.  Grantor shall,
at its sole cost and expense, keep in full force and effect
insurance coverage of the types and minimum limits as follows
during the term of this Mortgage:

               (i)  Property Insurance.  Insurance with respect
     to the Improvements and the Building Equipment against any
     peril included within the classification "All Risks of
     Physical Loss" with extended coverage in amounts at all
     times sufficient to prevent Grantor from becoming a co-
     insurer within the terms of the applicable policies, but in
     any event such insurance shall be maintained in an amount
     equal to the full insurable value of the Improvements and
     the Building Equipment, and such policies shall be subject
     only to exclusions that are standard and customary for
     properties comparable to the applicable Property.  The term
     "full insurable value" means the actual replacement cost of
     the Improvements and the Building Equipment (without taking
     into account any depreciation, and exclusive of excavations,
     footings and foundations, landscaping and paving) (but in no
     event less than 125% of the applicable Allocated Loan
     Amount) as would be determined by an insurer, a recognized
     independent insurance broker or an Independent Appraiser
     selected and paid by Grantor and in no event less than the
     coverage required pursuant to the terms of any Lease or
     Ground Lease; provided, however, if the terms of the
     applicable insurance policies expressly provide for
     insurance to be provided in the amount of the actual
     replacement cost of the Improvements and the Building
     Equipment or such policies contain a replacement cost
     endorsement, no such annual determination will be necessary;

               (ii)  Liability Insurance.  Comprehensive general
     liability insurance, including bodily injury, death and
     property damage liability, and excess and/or umbrella
     liability insurance against any and all claims, including
     all legal liability that could be imposed upon Beneficiary,
     to the extent insurable, and all court costs and attorneys'
     fees and expenses, arising out of or connected with the
     possession, use, leasing, operation, maintenance or
     condition of each Property in such amounts as are generally
     available at commercially reasonable premiums and are
     generally required by institutional lenders for properties
     comparable to the Properties written on a per occurrence
     basis with a per occurrence limit of not less than
     $1,000,000, an aggregate limit of not less than $2,000,000
     per Property and umbrella liability coverage of not less
     than $25,000,000; 

               (iii)  Workers' Compensation Insurance.  Statutory
     workers' compensation insurance (to the extent the risks to
     be covered thereby are not already covered by other policies
     of insurance maintained by Grantor), with respect to any
     work by or for Grantor performed on or about any Property;

               (iv)  Loss of Rental Value.  Loss of "rental
     value" or "business interruption" insurance in an amount
     sufficient to avoid any co-insurance penalty and to provide
     Proceeds which will cover the loss of rents sustained during
     the period of at least twelve (12) months following the date
     of casualty, except that in the case of the Property known
     as The Mall at Cross County located in Yonkers, New York the
     period of coverage shall be at least eighteen (18) months
     following the date of casualty.  Such policies of insurance
     shall be subject only to exclusions that are commercially
     reasonable and generally acceptable to institutional
     lenders.  The term "rental value" means the sum of (A) the
     total then ascertainable Rents payable under the Leases and
     (B) the total ascertainable amount of all other amounts to
     be received by Grantor from third parties which are the
     legal obligation of Tenants, reduced to the extent such
     amounts would not be received because of Operating Expenses
     not incurred during a period of non-occupancy of that
     portion of such Property then not being occupied;

               (v)  Boiler and Machinery Insurance.  To the
     extent applicable, broad form boiler and machinery insurance
     (without exclusion for explosion) covering all boilers or
     other pressure vessels, machinery and equipment, if any,
     located in, on or about each Property and insurance against
     loss of occupancy or use arising from any such breakdown in
     such amounts as are generally available at commercially
     reasonable premiums and are generally required by
     institutional lenders for properties comparable to each
     Property;

               (vi)  Flood Insurance.  If any Improvement on any
     Property is located within an area designated as "flood
     prone" (as defined under the regulations adopted under the
     National Flood Insurance Act of 1968 and the Flood Disaster
     Protection Act of 1973), flood insurance if available, in an
     amount equal to the Maximum Foreseeable Casualty Loss,
     acceptable to Beneficiary, provided, however, that if flood
     insurance shall be unavailable from private carriers, flood
     insurance provided by the federal or state government, if
     available; and

               (vii)  Other Insurance.  At Beneficiary's
     reasonable request, such other insurance, including but not
     limited to earthquake insurance, with respect to the Trust
     Estate against loss or damage of the kinds from time to time
     customarily insured against and in such amounts as are
     generally available at commercially reasonable premiums and
     are generally required by institutional lenders on loans of
     similar amounts and secured by properties comparable to the
     Properties, and, in the case of earthquake coverage, from
     insurers that are generally acceptable to such institutional
     lenders, but not including environmental insurance.

          (b)  Ratings of Insurers.  Grantor will maintain the
insurance coverage described in Section 5(a) above, in all cases,
with one or more domestic primary insurers having  either (x) a
claims-paying-ability rating by the Rating Agency of "AA" or
better or (y) an Alfred M. Best Company, Inc. ("Best") rating of
"A-" or better and a financial size category of not less than
VII; provided, that if Grantor shall elect to change the
insurance carrier, such new carrier must have either (i) a
claims-paying ability rating of "AA" or better by the Rating
Agency, (ii) a Best rating of "A" or better and a financial size
category of not less than IX, or (iii) such other rating if the
Rating Agency has delivered its written affirmation, which
affirmation may be granted or withheld in the Rating Agency's
sole and absolute discretion, that the ratings of the
Certificates immediately prior to such change of insurance
carrier will not be qualified, downgraded or withdrawn as a
result of such change of insurer; provided, further that
notwithstanding the foregoing in the case of the insurance
referred to in Sections 5(a)(iv), (vi) and (vii) above, the
rating may be "A-/VII" or better (except in the case of earth-
quake coverage which shall be such as is generally acceptable to
institutional lenders as provided in Section 5(a)(vii) above) and
the coverage described in Section 5(a)(iii) above with either an
insurer having a claims-paying-ability or rating as set forth
above or with the applicable state workers' compensation fund. 
All insurers providing insurance required by this Mortgage shall
be authorized to issue insurance in the state where the Property
insured is located.

          For the purposes hereof, "Maximum Foreseeable Casualty
Loss" shall mean the estimate of a qualified fire protection
engineer in connection with Grantor's existing insurance package
of the maximum probable casualty loss which would be suffered in
respect of the Improvements and Building Equipment for any
Property as a result of damage caused by the perils covered by
the insurance described in Section 5(a)(i).

          The insurance coverage required under Section 5(a) may
be effected under a blanket policy or policies covering the Trust
Estate and other properties and assets not constituting a part of
the Trust Estate; provided that any such blanket policy shall
specify, except in the case of public liability insurance, the
portion of the total coverage of such policy that is allocated to
the Trust Estate, and any sublimits in such blanket policy
applicable to the Trust Estate, which amounts shall not be less
than the amounts required pursuant to Section 5(a) and which
shall in any case comply in all other respects with the
requirements of this Section 5.

          (c)  Form of Insurance Policies; Endorsements.  All
insurance policies shall be in such form and with such
endorsements as are comparable to the forms of, and endorsements
to, Grantor's insurance policies in effect on the date hereof or
otherwise in accordance with commercially reasonable standards
applied by prudent owners of First Class properties comparable to
and in the general vicinities of the Properties.  A certificate
of insurance with respect to all of the above-mentioned insurance
policies has been delivered to Beneficiary as of the date hereof,
or if same have not been so delivered, originals or certified
copies of all such policies shall be delivered to Beneficiary
when the same are available and shall be held by Beneficiary. 
Grantor shall deliver to Beneficiary annually, simultaneously
with the renewal of the insurance policies required hereunder, an
Officer's Certificate stating that the insurance policies
required to be delivered to Beneficiary pursuant to this Section
5(c) are maintained with insurers who comply with the terms of
Section 5(b) hereof, setting forth a schedule describing all
premiums required to be paid by Grantor to maintain the policies
of insurance required under this Section 5, and stating that
Grantor has, or the applicable Tenant has, paid such premiums. 
All such policies shall name Beneficiary as an additional named
insured, shall provide that all Proceeds (except with respect to
Proceeds of general liability and workers' compensation
insurance) be payable to Beneficiary as and to the extent set
forth in Section 6 hereof, and shall contain:  (i) a standard
"non-contributory mortgagee" endorsement or its equivalent
relating, inter alia, to recovery by Beneficiary notwithstanding
the negligent or willful acts or omissions of Grantor; (ii) to
the extent available at commercially reasonable rates, a waiver
of subrogation endorsement in favor of Beneficiary; (iii) an
endorsement providing that no policy shall be impaired or
invalidated by virtue of any act, failure to act, negligence of,
or violation of declarations, warranties or conditions contained
in such policy by Grantor, Beneficiary or any other named
insured, additional insured or loss payee, except for the willful
misconduct of Beneficiary knowingly in violation of the
conditions of such policy; (iv) an endorsement providing for a
deductible per loss of an amount not more than that which is
customarily maintained by prudent owners of First Class
properties comparable to and in the general vicinities of the
Properties, but in no event in excess of $250,000, earthquake
coverage for all applicable Properties, for which such deductible
shall not be in excess of that generally required by
institutional lenders on loans of similar amounts secured by
comparable properties; and (v) a provision that such policies
shall not be cancelled, terminated or expired without at least
thirty (30) days' prior written notice to Beneficiary, in each
instance.  Certificates of insurance with respect to all
replacement policies shall be delivered to Beneficiary not less
than ten (10) Business Days prior to the expiration date of any
of the insurance policies required to be maintained hereunder
which certificates shall bear notations evidencing payment of
applicable premiums.  Originals or certified copies of
replacement insurance policies with respect to any tenant
executing a Lease from and after the date hereof, and in all
other cases, such other reasonable evidence of insurance
coverage, shall be delivered to Beneficiary promptly after
Grantor's receipt thereof but in any case within thirty (30) days
after the effective date thereof.  If Grantor fails to maintain
and deliver to Beneficiary the certificates of insurance required
by this Mortgage, upon ten (10) Business Days' prior notice to
Grantor, Beneficiary may, in accordance with the provisions of
Section 8 hereof, procure such insurance, and all costs thereof
shall be paid by Grantor pursuant to the provisions of Section
18.

          (d)  Compliance with Insurance Requirements.  Grantor
shall comply with all Insurance Requirements and shall not bring
or keep or permit to be brought or kept any article upon any of
the Property or cause or permit any condition to exist thereon
which would be prohibited by any Insurance Requirement, or would
invalidate insurance coverage required hereunder to be maintained
by Grantor on or with respect to any part of any Property
pursuant to this Section 5.  

          (e)  Blanket Policies.  Except in the case of public
liability insurance, upon Beneficiary's request, Grantor shall
deliver to Beneficiary an Officer's Certificate setting forth (i)
the number of properties covered by such policy, (ii) the
location by city (if available, otherwise, county) and state of
the properties, (iii) the approximate average square footage of
the properties (or the approximate aggregate square footage),
(iv) a brief description of the typical construction type
included in the blanket policy (i.e., single story, stand alone,
tilt up concrete), and (v) such other information as Beneficiary
may reasonably request.  Grantor shall also provide supporting
evidence, such as the annual report of the applicable tenant
providing the blanket policy, a letter from the applicable tenant
or its insurance carrier or its authorized agent, any 10K report
filed with the Securities and Exchange Commission, or such other
evidence as Beneficiary may deem reasonably necessary to ensure
that the applicable Property is insured in accordance with the
terms of this Mortgage.

          6.   Condemnation and Insurance Proceeds.

          (a)  Grantor will promptly notify Beneficiary and the
Rating Agency in writing upon obtaining knowledge of (i) the
institution of any proceedings relating to any Taking, or (ii)
the occurrence of any casualty, damage or injury to, any Property
or any portion thereof the restoration of which is estimated by
Grantor in good faith to cost more than the Individual Threshold
Amount.  In addition, notice of any casualty, damage, injury or
Taking, the restoration of which is estimated by Grantor in good
faith to cost more than the Individual Threshold Amount, shall
set forth such good faith estimate of the cost of repairing or
restoring such casualty, damage, injury or Taking in reasonable
detail if the same is then available and, if not, as soon
thereafter as it can reasonably be provided.

          (b)  In the event of any Taking of or casualty or other
damage or injury to any Property, Grantor's right, title and
interest in and to all compensation, awards, proceeds, damages,
claims, insurance recoveries, causes and rights of action
(whether accrued prior to or after the date hereof) and payments
which Grantor may receive or to which Grantor may become entitled
with respect to the Trust Estate or any part thereof other than
payments received in connection with any liability or loss of
rental value or business interruption insurance (collectively,
"Proceeds"), in connection with any such Taking of, or casualty
or other damage or injury to, any Property or any part thereof
are hereby assigned by Grantor to, and shall be paid to,
Beneficiary, subject to the rights of tenants under their leases,
as to which such lease provisions will govern.  Notwithstanding
anything to the contrary set forth in this Mortgage, however, and
excluding situations involving a Total Loss and provided no Event
of Default shall have occurred and be continuing, to the extent
such Proceeds with respect to such Property do not exceed the
greater of the Individual Threshold Amount and $500,000, (the
"Casualty Amount"), or, if less than the Casualty Amount but when
aggregated with all other then unapplied Proceeds with respect to
any Property, do not exceed $2,000,000 in the aggregate, such
Proceeds are to be paid directly to Grantor to be applied to
restoration of the Trust Estate in accordance with the terms
hereof.  Subject to the provisions of this Section 6(b) and
Sections 6(c) and 6(g) hereof, promptly after the occurrence of
any damage or destruction to all or any portion of such Property
or a Taking of a portion of such Property, in either case which
shall not constitute a Total Loss, Grantor shall either cause
such Property to be released from the lien of this Mortgage in
accordance with Section 38 hereof, or shall commence, or cause
the applicable Tenant to commence, and diligently prosecute to
completion, subject to Excusable Delays, the repair, restoration
and rebuilding of such Property (in the case of a partial Taking,
to the extent it is capable of being restored) (such repair,
restoration and rebuilding are sometimes hereinafter collectively
referred to as the "Work") so damaged, destroyed or remaining
after such Taking in full compliance with all material Legal
Requirements and free and clear of any and all Liens except
Permitted Encumbrances; it being understood, however, that
Grantor shall not be obligated to restore, or cause the
applicable Tenant to restore, such Property to the precise
condition of such Property prior to any partial Taking of, or
casualty or other damage or injury to such Property, if the Work
actually performed, if any, or failed to be performed, shall have
no material adverse effect on the value of such Property from the
value that such Property would have had if the same had been
restored to its condition immediately prior to such Taking or
casualty.  Grantor will, in good faith and in a commercially
reasonable manner, file and prosecute, or cause the applicable
Tenant to file and prosecute in accordance with its Lease, the
adjustment, compromise or settlement of any claim for Proceeds
and, subject to Grantor's right to receive the direct payment of
any Proceeds as provided above, and, with respect to Proceeds
from a Total Loss, subject to the provisions below and subject to
the applicable terms of the Leases, will cause the same to be
paid directly to Beneficiary, to be held and applied in
accordance with the provisions of this Mortgage.  Except upon the
occurrence and during the continuance of an Event of Default,
Grantor may settle any insurance claim with respect to Proceeds
which does not exceed the Casualty Amount.  If an Event of
Default shall have occurred and be continuing, or if Grantor
fails to file and/or prosecute any insurance claim for a period
of fifteen (15) Business Days following Grantor's receipt of
written notice from Beneficiary, Grantor hereby irrevocably
empowers Beneficiary, in the name of Grantor as its true and
lawful attorney-in-fact, to file and prosecute such claim
(including settlement thereof) with counsel satisfactory to
Beneficiary and to collect and to make receipt for any such
payment, all at Grantor's expense (including payment of interest
at the Default Rate for any amounts advanced by Beneficiary
pursuant to this Section 6(b)).  In the event of (i) a Total Loss
resulting from a casualty, damage or destruction, and the cost to
repair the Property as estimated by the Independent Architect
would exceed the Casualty Amount and the restoration of the
Property cannot reasonably be completed before the date of
expiration of any business interruption insurance and under such
circumstances Grantor is not required under the applicable Lease
to make Proceeds available for restoration of the Property, or
(ii) a Total Loss resulting from a Taking, Grantor shall be re-
quired to comply with the provisions of Section 6(j) below and
Beneficiary shall apply such Proceeds, first toward reimbursement
of Beneficiary's reasonable costs and expenses in connection with
recovery of the Proceeds (as further described below), including,
without limitation, reasonable administrative costs and inspec-
tion fees, and then as required by Section 6(j) hereof.  Any Pro-
ceeds remaining after prepayment in part as set forth in Section
6(j) hereof shall be paid to Grantor or as it may direct in writ-
ing.  Whether or not an Event of Default shall have occurred and
be continuing, Beneficiary shall have the right to approve, such
approval not to be unreasonably withheld or delayed, any
settlement which might result in any Proceeds in excess of the
Casualty Amount and Grantor will deliver or cause to be delivered
to Beneficiary all instruments reasonably requested by
Beneficiary to permit such approval.  Grantor will pay, pursuant
to the provisions of Section 18, all reasonable costs, fees and
expenses reasonably incurred by Beneficiary (including all
reasonable attorneys' fees and expenses, the reasonable fees of
insurance experts and adjusters and reasonable costs incurred in
any litigation or arbitration), in connection with the settlement
of any claim for insurance or Taking Proceeds and seeking and
obtaining of any payment on account thereof in accordance with
the foregoing provisions.  If any Proceeds are received by
Grantor and may be retained by Grantor pursuant to this Section
6, such Proceeds shall, until the completion of the related Work,
be held in trust for Beneficiary and shall be segregated from
other funds of Grantor to be used to pay for the cost of the Work
in accordance with the terms hereof, and in the event such
Proceeds exceed the Casualty Amount, such Proceeds shall be
forthwith paid directly to and held by Beneficiary in a
segregated account in trust for Grantor, in each case to be
applied or disbursed in accordance with this Section 6.

          (c)  Upon the occurrence and during the continuance of
an Event of Default hereunder, or in the event that any Proceeds
are required to be paid to Beneficiary pursuant to subparagraph
(b) above, then all Proceeds while an Event of Default exists,
and any such Proceeds so required to be paid to Beneficiary shall
be paid over to Beneficiary (if not paid directly to Beneficiary)
and shall be applied first toward reimbursement of Beneficiary's
reasonable costs and expenses (plus interest thereon at the
Default Rate to the extent not paid within ten (10) Business Days
after delivery of a request for reimbursement by Beneficiary)
actually incurred in connection with recovery of the Proceeds and
disbursement of the Proceeds (as further described below),
including reasonable administrative costs and inspection fees,
and then to be applied or disbursed in accordance with this
Section 6.

          Subject to Grantor's rights pursuant to Section 38(b)
to cause a Property to be released from the Lien of this
Mortgage, Grantor shall be obligated to restore each Property
suffering a casualty or which has been subject to a partial
Taking in accordance with the provisions of this Section 6,
whether or not the Proceeds shall be sufficient, provided that,
if applicable, the Proceeds shall be made available to Grantor by
Beneficiary in accordance with this Mortgage.

          (d)  Except as otherwise provided in Section 6(j)
below, in the event that any portion of such Proceeds is applied
toward the repayment of the Indebtedness (in which event Grantor
shall not be obligated to restore pursuant to subparagraph (c)
above), Grantor shall be entitled to obtain from Beneficiary a
release without representation or warranty (in the form provided
by Grantor) of the applicable Property from the Lien and security
interests created by this Mortgage and the other Loan Documents
and a release without representation or warranty (in the form
provided by Grantor) of Grantor from all liability with respect
to the other Loan Documents as they relate to the Property
released from the Lien of this Mortgage, provided that (i) no
Event of Default exists, and if a particular entity which is one
of the entities comprising Grantor has no interest in any of the
Properties after the release of such Property, then such entity
shall also be released from any liability under the Loan
Documents, (ii) Grantor shall comply with the provisions hereof,
and (iii) Grantor pays to Beneficiary the amount, if any, by
which 125% of the Allocated Loan Amount for such Property exceeds
the Proceeds received by Beneficiary and applied to repayment of
the Indebtedness, in which case the Allocated Loan Amount for
such Property shall be reduced to zero.  If any Proceeds are ap-
plied to reduce the Indebtedness, Beneficiary shall apply the
same in accordance with the provisions of the Notes.  In the
event that Proceeds are used for the Work, any excess Proceeds
remaining after completion of such Work shall be paid to Grantor.

          (e)  Notwithstanding anything contained in this
Mortgage or any other Loan Document to the contrary, Grantor
shall not be required to use funds other than Proceeds to prepay
any Indebtedness in connection with any casualty or Taking.

          (f)  Unless an Event of Default has occurred and is
continuing (in which event the provisions of Sections 20 and 21
shall apply), any Proceeds to be applied pursuant to this Section
6 to prepay the Indebtedness shall be applied to prepay the
Principal Amount of the Notes in accordance with the terms
thereof, without the requirement of the payment of any prepayment
penalty.

          (g)  If Proceeds are not required to be applied towards
payment of the Indebtedness pursuant to the terms hereof, then
Beneficiary shall make the Proceeds which it is holding pursuant
to the terms hereof (after payment of any reasonable expenses
actually incurred by Beneficiary in connection with the
collection thereof plus interest thereon at the Default Rate to
the extent the same are not paid within ten (10) Business Days
after request for reimbursement by Beneficiary) available to
Grantor for payment of or reimbursement of Grantor's expenses
incurred with respect to the Work, upon the terms and subject to
the conditions set forth below and in Section 6(h) hereof:

               (i)  there shall be no continuing Event of Default
     hereunder;

               (ii)  if the estimated cost of the Work (as
     estimated by the Independent Architect referred to in clause
     (iii) below) shall exceed the Proceeds, Grantor shall, at
     its option (within a reasonable period of time after receipt
     of such estimate) either deposit with or deliver to 
     Beneficiary (A) Cash and Cash Equivalents in an amount equal
     to the estimated cost of the Work less the Proceeds
     available, or (B) such other reasonable evidence of
     Grantor's or such Tenant's ability to meet such excess costs
     as may be permitted under the applicable Lease; and

               (iii)  Beneficiary shall, within a reasonable
     period of time prior to request for initial disbursement, be
     furnished with an estimate of the cost of the Work
     accompanied by an Independent Architect's certification as
     to such costs and appropriate plans and specifications for
     the Work.  The plans and specifications shall require that
     the Work be done in a first-class workmanlike manner at
     least equivalent to the quality and character of the
     original work in the Improvements (provided, however, that
     in the case of a partial Taking, the Property restoration
     shall be done to the extent reasonably practicable after
     taking into account the consequences of such partial
     Taking), so that upon completion thereof, the Property shall
     be at least equal in value and general utility to the
     Property prior to the damage or destruction; it being
     understood, however, that neither Grantor nor the applicable
     Tenant shall be obligated to restore such Property to the
     precise condition of such Property prior to any partial
     Taking of, or casualty or other damage or injury to, such
     Property, if the Work actually performed, if any, or failed
     to be performed, shall have no material adverse effect on
     the value of such Property from the value that such Property
     would have had if the same had been restored to its
     condition immediately prior to such Taking or casualty. 
     Grantor shall restore, or cause the applicable Tenant to
     restore, all Improvements such that when they are fully
     restored and/or repaired, such Improvements and their
     contemplated use fully comply with all applicable material
     Legal Requirements including zoning, environmental and
     building laws, codes, ordinances and regulations.

          (h)  Disbursement of the Proceeds in Cash or Cash
Equivalents to Grantor shall be made from time to time (but not
more frequently than twice in any month) by Beneficiary but only
for so long as no Event of Default shall have occurred and be
continuing, as the Work progresses upon receipt by Beneficiary of
(i) an Officer's Certificate dated not more than ten (10) days
prior to the application for such payment, requesting such
payment or reimbursement and describing the Work performed that
is the subject of such request, the parties that performed such
Work and the actual cost thereof, and also certifying that such
Work and materials are or, upon disbursement of the payment
requested to the parties entitled thereto, will be free and clear
of Liens other than Permitted Encumbrances and (ii) an
Independent Architect's certificate certifying performance of the
Work together with an estimate of the cost to complete the Work. 
Provided that the applicable Lease permits such retainage by
Grantor, no payment made prior to the final completion of the
Work, except for payment made to contractors whose Work shall
have been fully completed and from which final lien waivers have
been received, shall exceed ninety-five percent (95%) of the
value of the Work performed and materials furnished and
incorporated into the Improvements from time to time, and at all
times the undisbursed balance of said Proceeds together with all
amounts deposited, bonded, guaranteed or otherwise provided for
pursuant to clause 6(d)(ii) above, shall be at least sufficient
to pay for the estimated cost of completion of the Work; final
payment of all Proceeds remaining with Beneficiary shall be made
upon receipt by Beneficiary of a certification by an Independent
Architect, as to the completion of the Work substantially in
accordance with the submitted plans and specifications, final
lien releases, and the filing of a notice of completion and the
expiration of the period provided under the law of the State in
which the applicable Property is located for the filing of
mechanic's and materialmen's liens which are entitled to priority
as to other creditors, encumbrances and purchasers, as certified
pursuant to an Officer's Certificate, and delivery of a
certificate of occupancy with respect to the Work, or, if not
applicable, an Officer's Certificate to the effect that a
certificate of occupancy is not required.
 
          (i)  If, after the Work is completed and all costs of
completion have been paid, there are excess Proceeds, then upon
ten (10) days' prior written notice from Grantor to Beneficiary,
provided no Event of Default has occurred and is then continuing,
Grantor shall have the option of directing Beneficiary to either
(1) retain such Proceeds in the Capital and TI Reserve Account to
be applied by Grantor to the cost of improvements, alterations,
tenant improvements or other capital improvements at any of the
Properties, (2) apply such excess Proceeds with respect to the
Taking of or damage or injury to the Trust Estate to the payment
or prepayment of all or any portion of the Indebtedness secured
hereby without penalty or premium, provided, however, that any
such prepayment shall not reduce any Allocated Loan Amount or (3)
to return such excess proceeds to the Grantor.

          (j)  If (i) there is any Taking as to a Property that
constitutes a Total Loss and Beneficiary elects to apply the
Proceeds against the Indebtedness (which election may not be made
by Beneficiary if an applicable Lease requires restoration), or
(ii) Grantor is otherwise required to comply with this Section
6(j), then Grantor, in any such instance, must prepay the Notes
to the extent of the Proceeds received up to an amount equal to
125% of the original Allocated Loan Amount with respect to the
relevant Property, without the requirement of the payment of any
prepayment penalty, and the Allocated Loan Amounts for all other
Properties shall be increased or decreased in the manner provided
in the definition of Allocated Loan Amount.

          (k)  Whenever Beneficiary is required to make an
election under this Section 6, Beneficiary may consult with the
Servicer (as defined in the Trust and Servicing Agreement) and
may conclusively rely on the Servicer's reasonable determination.

          7.   Impositions, Liens and Other Items.

          (a)  Subject to Grantor's right of contest set forth in
Section 7(c) hereof, as set forth in the next two sentences,
Beneficiary on behalf of Grantor shall pay all Impositions other
than those which pursuant to the terms of any Lease are to be
paid directly by the Tenant thereunder, which are attributable to
or affect the Trust Estate or Grantor, prior to the date such
Impositions shall become delinquent or late charges may be
imposed thereon, directly to the applicable taxing authority with
respect thereto.

          (b)  Subject to its right of contest set forth in
Section 7(c) hereof and its rights set forth in Sections 11(c)
and 11(d) hereof, Grantor shall at all times keep the Trust
Estate free from all Liens (other than the Lien hereof and
Permitted Encumbrances) and shall pay, or cause the applicable
Tenant to pay, when due and payable all claims and demands of
mechanics, materialmen, laborers and others which, if unpaid,
might result in or permit the creation of a Lien on the Trust
Estate or any portion thereof and shall in any event cause the
prompt, full and unconditional discharge of all Liens imposed on
or against the Trust Estate or any portion thereof within thirty
(30) days after receiving written notice of the filing (whether
from Beneficiary, the lienor or any other Person) thereof. 
Grantor shall do or cause to be done, at the sole cost of
Grantor, everything reasonably necessary to fully preserve the
first priority of the Lien of this Mortgage against the Trust
Estate subject to the Permitted Encumbrances.  Upon the
occurrence of an Event of Default with respect to its Obligations
as set forth in this Section 7, Beneficiary may (but shall not be
obligated to) make such payment or discharge such Lien, and
Grantor shall reimburse Beneficiary on demand for all such
advances pursuant to Section 16 hereof (together with interest
thereon at the Default Rate).

          (c)  Nothing contained herein shall be deemed to
require Grantor to pay, or cause to be paid, any Imposition, to
satisfy any Lien, or to comply with any Legal Requirement or
Insurance Requirement, so long as Grantor or the applicable
Tenant is in good faith, and by proper legal proceedings, where
appropriate, diligently contesting the validity, amount or
application thereof, provided that in each case, at the time of
the commencement of any such action or proceeding, and during the
pendency of such action or proceeding (i) no Event of Default
shall exist and be continuing hereunder, (ii) Grantor shall keep
Beneficiary apprised of the status of such contest; (iii) if
Grantor is not providing security as provided in clause (vi)
below, adequate reserves with respect thereto are maintained on
Grantor's books in accordance with GAAP or in the Mortgage Escrow
Account, (iv) such contest operates to suspend collection or
enforcement as the case may be, of the contested Imposition or
Lien and such contest is maintained and prosecuted continuously
and with diligence or the Imposition or Lien is bonded, (v) in
the case of any Insurance Requirement, the failure of Grantor to
comply therewith shall not impair the validity of any insurance
required to be maintained by Grantor under Section 5 hereof or
the right to full payment of any claims thereunder, and (vi) in
the case of Impositions and Liens in excess of $500,000
individually, or in the aggregate, with respect to a particular
Property, during such contest, Grantor, subject to the terms and
conditions of the applicable Lease, shall provide, or cause the
applicable Tenant to provide, security in the form required by
Section 6(g)(ii) hereof in an amount equal to the sum of (A) the
amount of Grantor's obligations being contested plus (B) any
additional interest, charge, or penalty arising from such contest
if such security is required to be delivered pursuant to such
Tenant's Lease.  Notwithstanding the foregoing, the creation of
any such reserves or the furnishing of any bond or other
security, Grantor promptly shall comply with any contested Legal
Requirement or Insurance Requirement or shall pay any contested
Imposition or Lien, and compliance therewith or payment thereof
shall not be deferred, if, at any time the Trust Estate or any
portion thereof shall be, in Beneficiary's reasonable judgment,
in imminent danger of being forfeited or lost or Beneficiary is
likely to be subject to civil or criminal damages as a result
thereof.  If such action or proceeding is terminated or
discontinued adversely to Grantor or the applicable Tenant,
Grantor shall deliver to Beneficiary reasonable evidence of
Grantor's or such Tenant's compliance with such contested
Imposition, Lien, Legal Requirements or Insurance Requirements,
as the case may be.

          8.   Ground Leases.  (a)  The Grantor shall:

                 (i)   promptly perform and observe all of the
     covenants and agreements required to be performed and
     observed by the lessee under the Ground Leases and do all
     things necessary to preserve and to keep unimpaired its
     rights thereunder;

                (ii)   promptly notify the Beneficiary and the
     Rating Agency of any default by the Grantor under the Ground
     Leases in the performance or observance of any of the
     covenants or agreements on the part of the Grantor to be
     performed or observed thereunder or of the giving of any
     notice by the lessor under the Ground Leases to the Grantor
     (x) claiming such a default or (y) of such lessor's
     intention to exercise any remedy reserved to the lessor
     thereunder; and

               (iii)   promptly cause a copy of each such notice
     given by such lessor to the Grantor to be delivered to the
     Beneficiary and the Rating Agency.

               (b)  If the Grantor shall fail to perform or
observe any of the covenants or agreements required to be
performed or observed by it under the Ground Leases, including,
without limitation, payment of all ground rent and other charges
due thereunder, the Beneficiary may, after 10 Business Days'
notice (except in emergencies or in situations where a failure
sooner to perform or observe the same may result in a forfeiture
under any Ground Lease), take such action as is appropriate to
cause such covenants or agreements promptly to be performed or
observed on behalf of the Grantor but no such action by the
Beneficiary shall release the Grantor from any of its obligations
under this Mortgage.

               (c)  The Grantor shall not surrender its leasehold
estate under the Ground Leases, nor terminate or cancel any
Ground Lease, and the Grantor shall not modify, change,
supplement, alter or amend any Ground Lease in any material
respect either orally or in writing, and any attempt on the part
of the Grantor to exercise any such right without the consent of
the Beneficiary shall be null and void.

               (d)  The fee title to the properties demised by
the Ground Leases and the leasehold estate shall not merge, but
shall always remain separate and distinct, notwithstanding the
union of such estates either in the lessor or the lessee under
the Ground Leases or in a third party by purchase or otherwise.

               (e)  If any Ground Lease is canceled or
terminated, and if the Trustee or its nominee shall acquire an
interest in any new lease given in substitution therefor, the
Grantor shall have no right, title or interest in or to the new
lease or the leasehold estate created by such new lease.

               (f)  The Grantor shall obtain and deliver to the
Trustee, within thirty (30) days after written demand therefor by
the Trustee, an estoppel certificate from any ground lessor,
stating (1) that the applicable Ground Lease is in full force and
effect and has not been modified or, if its has been modified,
the date of each modification (together with copies of each such
modification), (2) the date to which the fixed rent has been paid
under such Ground Lease, (3) whether a notice of default has been
sent to the Tenant under such Ground Lease which has not been
cured, and if such notice has been sent, the date it was sent and
the nature of the default.  Notwithstanding the foregoing,
however, the Grantor shall not be in default hereunder if it
fails to deliver such an estoppel certificate to the Trustee
provided that it has used all diligent efforts to do so and that
it shall continue to diligently pursue its efforts to obtain such
a certificate.

               (g)  Notwithstanding anything to the contrary
contained herein, this Mortgage shall not constitute an
assignment of any Ground Lease within the meaning of any
provision thereof prohibiting its assignment and the Beneficiary
shall have no liability or obligation thereunder by reason of its
acceptance of this Mortgage.  The Beneficiary shall be liable for
the obligations of the tenant arising under any Ground Lease for
only that period of time during which the Beneficiary is in
possession or has acquired, by foreclosure or otherwise, and is
holding, all of the Grantor's right, title and interest therein.

               (h)  If Grantor requests Benefciary's consent to
any material modification or amendment of any Ground Lease
pursuant to Section 8(c), Grantor shall reimburse Beneficiary for
all reasonable costs and expenses incurred by Beneficiary
(including, reasonable attorneys' fees and expenses) in
determining whether or not to give its consent to such
modification or amendment.

          9.   License to Collect Rents.  Beneficiary and Grantor
hereby confirm that Beneficiary has granted to Grantor a license
to collect and use the Rents as they become due and payable under
the Leases in accordance with the provisions of the Assignment of
Leases and the Cash Collateral Agreement, until an Event of
Default has occurred and is continuing, provided that the
existence of such right shall not operate to subordinate this
assignment of Leases to any subsequent assignment, in whole or in
part by Grantor, and any such subsequent assignment shall be
subject to Beneficiary's rights under this Mortgage.  Grantor
further agrees to execute and deliver such assignments of leases
as Beneficiary may from time to time reasonably request in order
to better assure, transfer and confirm to Beneficiary the rights
intended to be granted to Beneficiary with respect thereto.  In
accordance with the provisions of the Assignment of Leases, upon
the occurrence and during the continuance of an Event of Default
(1) Grantor agrees that Beneficiary may, but shall not be
obligated to, assume the management of the real property, and
collect the Rents, applying the same upon the Obligations and (2)
Grantor hereby authorizes and directs all tenants, purchasers or
other persons occupying or otherwise acquiring any interest in
any part of the real property to pay the Rents due under the
Leases to Beneficiary upon Beneficiary's request.  In the event
Beneficiary actually receives such Rents, after an Event of
Default, any application of the Rents by Beneficiary shall not
constitute a misappropriation of the Rents by Grantor pursuant to
Section 33 hereof.  Beneficiary shall have and hereby expressly
reserves the right and privilege (but assumes no obligation) to
demand, collect, sue for, receive and recover the Rents, or any
part thereof, now existing or hereafter made, and apply the same
in accordance with this Mortgage, the Assignment of Leases, and
applicable law.

          10.  Security Agreement.

          (a)  Security Intended.  Notwithstanding any provision
of this Mortgage to the contrary, the parties intend that this
document constitutes security for the payment and performance of
the Obligations and shall be a "mortgage" or "deed of trust"
under applicable law.  If, despite that intention, a court of
competent jurisdiction determines that this document does not
qualify as a "trust deed" or "deed of trust" under applicable
law, then ab initio, this instrument shall be deemed a realty
mortgage under applicable law and shall be enforceable as a
realty mortgage, and Grantor shall be deemed a "mortgagor,"
Beneficiary shall be deemed a "mortgagee," and Trustee shall have
no capacity (but shall be disregarded and all references to
"Trustee" shall be deemed to refer to the "mortgagee" to the
extent not inconsistent with interpreting this instrument as
though it were a realty mortgage).  Except with respect to
Properties located in New York, as a realty mortgage, Grantor, as
mortgagor, shall be deemed to have conveyed the Property ab
initio to Beneficiary as mortgagee, such conveyance as a security
to be void upon condition that Grantor pay and perform all its
Obligations.  The remedies for any violation of the covenants,
terms and conditions of the agreements herein contained shall be
as prescribed herein or by general law, or, as to that part of
the security in which a security interest may be perfected under
the UCC, by the specific statutory consequences now or hereafter
enacted and specified in the UCC, all at Beneficiary's sole
election.

          Fixture Filing.  This Mortgage constitutes a
financing statement and, to the extent required under UCC Section 9-
402(f) because portions of the Property may constitute fixtures,
this Mortgage is to be filed in the office where a mortgage for
the Land would be recorded.  Beneficiary also shall be entitled
to proceed against all or portions of the Trust Estate in
accordance with the rights and remedies available under UCC Section 
9-501(d).  Grantor is, for the purposes of this Mortgage, deemed to
be the Debtor, and Beneficiary is deemed to be the Secured Party,
as those terms are defined and used in the UCC.  Grantor agrees
that the Indebtedness and Obligations secured by this Mortgage
are further secured by security interests in all of Grantor's
right, title and interest in and to fixtures, equipment, and
other property covered by the UCC, if any, which are used upon,
in, or about the Trust Estate (or any part) or which are used by
Grantor or any other person in connection with the Trust Estate. 
Grantor grants to Beneficiary a valid and effectual security
interest in all of Grantor's right, title and interest in and to
such personal property (but only to the extent permitted in the
case of leased personal property), together with all
replacements, additions, and proceeds.  Except for Permitted
Encumbrances, Grantor agrees that, without the written consent of
Beneficiary, no other security interest will be created under the
provisions of the UCC and no lease will be entered into with
respect to any goods, fixtures, equipment, appliances, or
articles of personal property now attached to or used or to be
attached to or used in connection with the Trust Estate except as
otherwise permitted hereunder.  Grantor agrees that all property
of every nature and description covered by the lien and charge of
this Mortgage together with all such property and interests
covered by this security interest are encumbered as a unit, and
upon and during the continuance of an Event of Default by
Grantor, all of the Trust Estate, at Beneficiary's option, may be
foreclosed upon or sold in the same or different proceedings or
at the same or different time, subject to the provisions of
applicable law.  The filing of any financing statement relating
to any such property or rights or interests shall not be
construed to diminish or alter any of Beneficiary's rights of
priorities under this Mortgage.

          11.  Transfers, Indebtedness and Subordinate Liens. 
Unless such action is permitted by the provisions of this Section
11, Section 15, Section 38, Section 45 or Section 46 hereof,
Grantor will not (i) Transfer all or any part of the Trust
Estate, (ii) incur indebtedness for borrowed money, (iii)
mortgage, hypothecate or otherwise encumber or grant a security
interest in all or any part of the Trust Estate, (iv) permit any
transfer of any interest in Grantor (except as set forth in
clause (b) of this Section 11), or (iv) file a declaration of
condominium with respect to any Property.  Grantor shall deliver
to Beneficiary written notice pursuant to the provisions of
Section 26 hereof of any such Transfer permitted pursuant to the
provisions of this Section 11 or Section 15 hereof.

          In connection with any Transfer or any series of
Transfers that affects (on a cumulative basis) more than 10% of
the value of the Trust Estate, a Tax Opinion and a
Nondisqualification Opinion shall be furnished to Beneficiary.

          (a)  Sale of the Trust Estate.  Grantor may transfer or
dispose of Building Equipment which is being replaced or which is
no longer necessary in connection with the operation of a
Property free from the Lien of this Mortgage provided that such
transfer or disposal will not materially adversely affect the
value of the Trust Estate taken as a whole, will not materially
impair the utility of such Property, and will not result in a
reduction or abatement of, or right of offset against, the Rents
payable under any Lease, in either case as a result thereof, and
provided that any new Building Equipment acquired by Grantor (and
not so disposed of) shall be subject to the Lien of this Mortgage
unless the same constitutes leased Building Equipment. 
Beneficiary shall, from time to time, upon receipt of an
Officer's Certificate requesting the same and confirming
satisfaction of the conditions set forth above, execute a written
instrument in form reasonably satisfactory to Beneficiary to
confirm that such Building Equipment which is to be, or has been,
sold or disposed of is free from the Lien of this Mortgage.

          (b)  Transfer of Interests of Grantor.  Notwithstanding
anything contained herein to the contrary, Beneficiary's consent
shall not be required with respect to Transfers of (i) direct
beneficial interests in any individual Grantor, provided that (A)
no Event of Default shall have occurred and be continuing, (B)
Grantor (or the transferor of such interest) shall deliver notice
thereof to Beneficiary and the Rating Agency at least fifteen
(15) Business Days prior to the effective date of such Transfer,
(C) such Grantor shall remain a Single Purpose Entity and (D) if
such transfer involves a transfer of 50% or more of the direct
beneficial interests in such Grantor, the Rating Agency shall
have issued its written affirmation that such transfer will not
cause the ratings of the Certificates immediately prior to such
transfer to be qualified, downgraded or withdrawn or (ii) any
indirect Transfer of a beneficial interest in any individual
Grantor, including, without limitation a Transfer of any interest
in any Person owning a beneficial interest in such Grantor by
reason of a consolidation, merger or sale of all or substantially
all of the assets of any Person owning a beneficial interest in
such Grantor or the sale of any shares of stock of any Person
directly or indirectly owning a beneficial interest in such
Grantor through any nationally recognized stock exchange. If 50%
or more of direct beneficial interests (including, any general
partnership interest of any Grantor) in such Grantor are
Transferred, Grantor shall deliver or cause to be delivered to
the Rating Agency and Beneficiary (x) an Opinion of Counsel
addressed to the Rating Agency and Beneficiary and dated as of
the date of the Transfer to the effect that in a properly
presented case, a bankruptcy court in a case involving such
transferee, or any Affiliate thereof, would not disregard the
corporate or partnership forms of such entity, their Affiliates
and/or their partners, as the case may be, so as to consolidate
the assets and liabilities of such entity or entities and/or
their Affiliates with those of Grantor or their respective
general partners (a "Nonconsolidation Opinion"), and (y) an
Officer's Certificate certifying that such Transfer is not an
Event of Default.

          (c)  Indebtedness.  Grantor shall not incur, create or
assume any Debt or incur any liabilities without the consent of
Beneficiary; provided, however, that if no Event of Default shall
have occurred and be continuing, Grantor may, without the consent
of Beneficiary, incur, create or assume any or all of the
following indebtedness (collectively, "Permitted Debt"):

               (i)  the Notes and the other obligations,
     indebtedness and liabilities specifically provided for in
     any Loan Document and secured by this Mortgage and the other
     Loan Documents;

               (ii)  amounts, not secured by Liens on the Trust
     Estate (other than liens being properly contested in
     accordance with the provisions of this Mortgage), payable by
     or on behalf of Grantor for or in respect of the operation
     of the Trust Estate in the ordinary course of operating
     Grantor's business, including amounts payable by or on
     behalf of Grantor to counterparts under the Operating
     Agreements, suppliers, contractors, mechanics, vendors,
     materialmen or other Persons providing property or services
     to Grantor or to the Trust Estate, and capitalized personal
     property leasing expense, or in connection with the
     ownership, management, operation, cleaning, maintenance,
     repair, replacement, improvement, alteration or restoration
     thereof (provided, however, that notwithstanding the
     foregoing, in no event shall Grantor be permitted under this
     provision to execute or deliver a note or other instrument
     for borrowed money); and

               (iii)  amounts, not secured by Liens on the Trust
     Estate (other than liens being properly contested in
     accordance with the provisions of this Mortgage), payable or
     reimbursable to any Tenant on account of work performed at a
     Property by such Tenant or for costs incurred by such Tenant
     in connection with its occupancy of space in the Property,
     including for tenant improvements (provided, however, that
     notwithstanding the foregoing, in no event shall Grantor be
     permitted under this provision to enter into a note or other
     instrument for borrowed money).

          (d)  Additional Permitted Transfers.  Notwithstanding
the above provisions of this Section 11, Grantor may, without the
consent of Beneficiary, (i) make immaterial transfers of portions
of a Property to Governmental Authorities for dedication or
public use (subject to the provisions of Section 6 hereof), or
immaterial transfers of portions of such Property to third
parties, including owners of out parcels, or other properties for
the purpose of erecting and operating additional structures whose
use is integrated with the use of such Property, (ii) grant
easements, restrictions, covenants, reservations and rights of
way in the ordinary course of business for access, water and
sewer lines, telephone and telegraph lines, electric lines or
other utilities or for other similar purposes or amend the
Operating Agreements, (iii) transfer or lease to a compatible
user (by conveyance, ground lease or otherwise) one or more non-
income producing pads consisting of undeveloped land which may
not be located immediately adjacent to the applicable Improvement
(together with parking ancillary thereto, as well as reasonable
and/or customary easements in connection therewith); provided,
that no such transfer or lease shall be to any tenant then
leasing 10,000 or more square feet of gross leasable area at any
Property unless the Rating Agency issues its written affirmation,
which affirmation may be granted or withheld in the Rating
Agency's sole discretion, that such transfer or ground lease will
not cause ratings of the Certificates immediately prior to such
relocation to be qualified, downgraded or withdrawn; and (iv)
transfer or ground lease to a retail or other compatible user (by
conveyance, ground lease or otherwise) one or more pads subject
to existing leases, subject, however, to written affirmation by
the Rating Agency that such transfer or ground lease will not
cause the ratings of the Certificates immediately prior to such
transfer to be qualified, downgraded or withdrawn, provided that
no such transfer, conveyance or encumbrance set forth in the
foregoing clauses (i), (ii), (iii), and (iv) shall materially
impair the utility and operation of the applicable Property or
materially adversely affect the value of the applicable Property
taken as a whole.  In addition, it shall be a condition to any
transfer set forth in clause (iv) that Grantor shall deliver to
Beneficiary and the Rating Agency an Opinion of Counsel that the
applicable Property has been subdivided (to the extent required
by law) and that the Property, after any such transfer, shall be
in compliance with all laws, Leases and Operating Agreements and
that such transfer shall not cause an Event of Default to occur.
If Grantor shall receive any net proceeds in connection with any
transfer or other conveyance set forth in clause (iv), Grantor
shall have the right to use any such proceeds in connection with
any Alterations performed in connection with, or required as a
result of, such conveyance.  Except as provided below with
respect to any Taking, the amount of any net proceeds received by
Grantor in excess of the cost of such Alterations shall be
deposited in the Capital and TI Reserve Account (which amounts
shall be in addition to, and not in lieu of, amounts otherwise
required to be deposited pursuant to Section 48(b) hereof), and
shall be available to Grantor for use in performing any further
or other Alterations or with respect to the Properties.  Any
amounts held in such account shall be invested in accordance with
Section 3(i) of the Cash Collateral Agreement.  In connection
with any transfer, conveyance or encumbrance permitted pursuant
to this Section 11(d), Beneficiary shall execute and deliver any
instrument reasonably necessary or appropriate, in the case of
the transfers referred to in clauses (i), (iii) and (iv) above,
to release the portion of a Property affected by such Taking or
such transfer from the Lien of this Mortgage or, in the case of
clause (ii) above, to subordinate the Lien of this Mortgage to
such easements, restrictions, covenants, reservations and rights
of way or other similar grants by receipt by Beneficiary of:

               (i)  a copy of the instrument of transfer; and

               (ii) an Officer's Certificate stating (x) with
     respect to any Transfer, the consideration, if any, being
     paid for the Transfer and (y) that such Transfer does not
     materially impair the utility and operation of the affected
     Property or materially reduce its value.

In addition, in the case of a release pursuant to clauses (iii)
and (iv) above, Grantor shall deliver to Beneficiary a
Nondisqualification Opinion.  As a condition to the execution of
such documents by Beneficiary, Grantor shall reimburse
Beneficiary for all reasonable costs and expenses (including,
reasonable attorneys' fees and disbursements) in connection with
the execution of such documents.

          All Taking Proceeds shall be applied in accordance with
the provisions of Section 6 hereof.

          (e)  Not less than fifteen (15) Business Days prior to
the closing of any transaction subject to the provisions of this
Section 11 or of any transfer of a 50%, direct or indirect,
beneficial interest in Grantor or of any transfer that shall
result in a Person acquiring a greater than 50% interest in
Grantor or of any transfer that shall result in a Person that had
a greater than 50% interest in Grantor having less than a 50%
interest in Grantor, Grantor shall deliver to Beneficiary and the
Rating Agency excluding, however, a Transfer of any interest in
any Person owning a beneficial interest in Grantor by reason of a
consolidation, merger or sale of all or substantially all of the
assets of any Person owning a beneficial interest in Grantor or
the sale of any shares of stock of any Person directly or
indirectly owning a beneficial interest in Grantor through any
nationally recognized stock exchange, (i) an Officer's
Certificate describing the proposed transaction and stating that
such transaction is permitted by this Section 11, together with
any appraisal or other documents upon which such Officer's
Certificate is based, and (ii) an Opinion of Counsel to the
transferee, addressed to the Rating Agency and Beneficiary and
dated as of the date of the Transfer, to the effect that, in a
properly presented case, a bankruptcy court in a case involving
such transferee would not disregard the corporate or partnership
form of such transferee so as to consolidate the assets and
liabilities of such transferee with those of Grantor or their
respective general partners.  In addition, Grantor shall provide
Beneficiary and the Rating Agency with copies of executed deeds,
assignments of Direct Beneficial Owner interests in Grantor,
mortgages or other similar closing documents within ten (10) days
after such closing.

          12.  Maintenance of Trust Estate; Alterations;
Inspection; Utilities.

          (a)  Maintenance of Trust Estate.  Grantor shall keep
and maintain, or shall cause the Tenants under the Leases to keep
and maintain, the Trust Estate and every part thereof in good
condition and repair, subject to ordinary wear and tear, and,
subject to Excusable Delays and the provisions of this Mortgage
with respect to damage or destruction caused by casualty events
or Takings, shall not permit or commit any waste, impairment, or
deterioration of any portion of the Trust Estate in any material
respect.  Grantor further covenants to do all other acts which
from the character or use of the Trust Estate may be reasonably
necessary to protect the security hereof, the specific
enumerations herein not excluding the general.  Grantor shall not
remove or demolish any Improvement on any Property except as the
same may be necessary in connection with an Alteration or a
restoration in connection with a Taking or casualty in accordance
with the terms and conditions hereof.

          (b)  No Changes in Use.  Except as may be necessary in
connection with an Alteration permitted by Section 12(c) hereof,
Grantor shall not make any changes or allow any changes to be
made in the nature of the use of any Property or any part thereof
or initiate or take any action in furtherance of any change in
any zoning or other land use classification affecting all or any
portion of a Property.

          (c)  Conditions to Alteration.  Provided that no Event
of Default shall have occurred and be continuing hereunder,
Grantor shall have the right, without Beneficiary's consent, to
undertake any alteration, improvement, demolition or removal of
any Property or any portion thereof (any such alteration,
improvement, demolition or removal, an "Alteration") so long as
(i) Grantor provides Beneficiary and the Rating Agency with prior
written notice of any Material Alteration, and (ii) any
Alteration is undertaken in accordance with the applicable
provisions of this Mortgage and the other Loan Documents, is not
prohibited by any relevant Operating Agreements and the Leases
and shall not upon completion (giving credit to rent and other
charges attributable to Leases executed upon such completion)
materially adversely (A) affect the value of such Property taken
as a whole or (B) reduce the Net Operating Income for such
Property from the level available immediately prior to
commencement of such Alteration.  Any Material Alteration with
respect to any one Property shall be conducted under the
supervision of an Independent Architect and no such Material
Alteration shall be undertaken until five (5) Business Days after
there shall have been filed with Beneficiary, for information
purposes only and not for approval by Beneficiary, detailed plans
and specifications and cost estimates therefor, prepared by such
Independent Architect, as well as an Officer's Certificate
stating that such Alteration will involve an estimated cost of
more than (I) the greater of the Individual Threshold Amount and
$500,000 with respect to Alterations being undertaken at a single
Property at such time, or (II) the Aggregate Alteration Threshold
Amount for Alterations at all the Properties.  Such plans and
specifications may be revised at any time and from time to time
by such Independent Architect provided that material revisions of
such plans and specifications are filed with Beneficiary, for
information purposes only.  All work done in connection with any
Alteration shall be performed with due diligence in a good and
workmanlike manner, all materials used in connection with any
Alteration shall not be less than the standard of quality of the
materials currently used at such Property and all materials used
shall be in accordance with all applicable material Legal
Requirements and Insurance Requirements. 

          (d)  Right to Inspect.  Beneficiary and any Persons
authorized by it may at all reasonable times and upon reasonable
notice enter and examine such Property and may inspect all work
done, labor performed and materials furnished in and about such
Property subject in all instances to the rights of Tenants under
Leases.  Beneficiary shall have no duty to make any such
inspection and shall have no liability or obligation for making
(except for its negligence or willful misconduct) or not making
any such inspection.

          (e)  Short-Term Repairs and Renovations.  Grantor shall
perform or cause to be performed the short-term repairs and
renovations identified on the Summary of Short-Term Repairs
annexed hereto as Schedule 3.  All such repairs shall be
completed subject to Excusable Delays within 18 months from the
date of this Mortgage to the extent such repairs and renovations
can be completed in such time period.

          13.  Legal Compliance.  (a) Grantor and the Trust
Estate and the use thereof materially comply with all Legal
Requirements (as defined below). Grantor represents and warrants
that, as of the date hereof, it has not received notice of any
violation of any Legal Requirement that remains outstanding. 
Subject to Grantor's right to contest pursuant to Section 7(c)
hereof, Grantor shall comply with, or cause Tenants or other
third parties whose obligation it is to comply with, all present
and future laws, statutes, codes, ordinances, orders, judgments,
decrees, injunctions, rules, regulations and requirements, and
irrespective of the nature of the work to be done, of every
Governmental Authority including, without limitation,
Environmental Laws, and all covenants, restrictions and
conditions now or hereafter of record which may be applicable to
it or to any Property and the Building Equipment thereon, or to
the use, manner of use, occupancy, possession, operation, mainte-
nance, alteration, repair or reconstruction of any Property and
the Building Equipment thereon including, without limitation,
building and zoning codes and ordinances (collectively, the
"Legal Requirements"), except where the failure is not reasonably
likely to have a Material Adverse Effect.

               (b) Grantor currently holds all certificates of
occupancy, licenses, registrations, permits, consents, franchises
and approvals of any Governmental Authority which are necessary
for Grantor's ownership and operation of the Properties or which
are necessary for the conduct of Grantor's business thereon.  All
such certificates of occupancy, licenses, registrations, permits,
consents, franchises and approvals are current and will be kept
current and in full force and effect.

          14.  Books and Records, Financial Statements, Reports
and Other Information.

          (a)  Books and Records.  Grantor will keep and maintain
on a fiscal year basis proper books and records separate from any
other Person, in which accurate and complete entries shall be
made of all dealings or transactions of or in relation to the
Notes, the Trust Estate and the business and affairs of Grantor
relating to the Trust Estate, in accordance with GAAP. 
Beneficiary and its authorized representatives shall have the
right at reasonable times and upon reasonable notice to examine
the books and records of Grantor relating to the operation of the
Trust Estate and to make such copies or extracts thereof as
Beneficiary may reasonably require.  Beneficiary shall not,
without Grantor's consent, disclose any information contained in
Grantor's books and records to any third party, except to the
Rating Agency or to the extent Beneficiary is required or
authorized to disclose such information to third parties,
including, without limitation, Holders or prospective Holders
pursuant to the Trust and Servicing Agreement or on advice of
Beneficiary's counsel, or in accordance with applicable law.

          (b)  Financial Statements.

               (i)  Quarterly Reports.  Not later than sixty (60)
     days following the end of each calendar quarter (other than
     the fourth (4th) quarter of any calendar year), Grantor will
     deliver to Beneficiary (with a copy to the Rating Agency)
     unaudited financial statements, internally prepared, in
     accordance with GAAP, consistently applied, including a
     balance sheet as of the end of such quarter, a statement of
     revenues and expenses through the end of such quarter, a
     statement of Net Operating Income for such quarter and a
     statement of profits and losses as to each Property.  Such
     statements for each quarter shall be accompanied by an
     Officer's Certificate certifying to the best of the signer's
     knowledge, (A) that such statements fairly represent the
     financial condition and results of operations of Grantor in
     accordance with GAAP consistently applied, (B) that as of
     the date of such Officer's Certificate, no Default exists
     under this Mortgage, the Notes or any other Loan Document
     or, if so, specifying the nature and status of each such
     Default and the action then being taken by Grantor or
     proposed to be taken to remedy such Default, (C) the Debt
     Service Coverage Ratio for the preceding calendar quarter
     and calendar year, and (D) that as of the date of each
     Officer's Certificate, no litigation exists involving
     Grantor or the Trust Estate in which the amount involved is
     $500,000 or more and is not covered by insurance, or, if so,
     specifying such litigation and the actions being taking in
     relation thereto in accordance with Section 23 hereof.  Such
     financial statements shall contain such other information as
     shall be reasonably requested by Beneficiary for purposes of
     calculations to be made by Beneficiary pursuant to the terms
     hereof.

               (ii) Annual Reports.  Not later than ninety (90)
     days after the end of each fiscal year of Grantor's
     operations, Grantor will deliver to Beneficiary (with a copy
     to the Rating Agency) audited financial statements certified
     by an Independent Accountant in accordance with GAAP
     consistently applied, including a balance sheet, income
     statement and statement of cash flow as of and for the year
     then ended.  In addition, the Company shall provide a
     statement of Net Operating Income for the year and such
     annual financial statements shall also be accompanied by an
     Officer's Certificate in the form required pursuant to
     Section 14(b)(i) hereof.

               (c)  Leasing Reports.  Not later than sixty (60)
days after the end of each calendar quarter of Grantor's
operations, Grantor will deliver to Beneficiary (with a copy to
the Rating Agency) a true and complete rent roll for each
Property (and aggregating the occupancy rate with respect to all
the Properties), dated as of the last day of such fiscal year,
showing the approximate percentage of gross leasable area of each
Property (and in the aggregate) leased as of the last day of the
preceding fiscal year, the approximate percentage of lease roll-
overs for each Property (and in the aggregate) for the preceding
fiscal year, a summary of new lease signings (including tenant
name, approximate square footage occupied and designation of the
tenant's operations as national, regional or local) and lease
terminations for the preceding fiscal year, the current annual
rent for each Property, gross sales figures to the extent such
information is required to be provided by reporting tenants and
are actually reported by such tenants to Grantor, the expiration
date of each lease, the various options, if any, available to the
tenant with respect to renewal (including the amount of the rent
in the event of renewal), whether to Grantor's knowledge the
Property has been sublet, and if it has, the name of the
subtenant, and whether the Property is vacant, and such rent roll
shall be accompanied by an Officer's Certificate certifying that
such rent roll is true, correct and complete in all material
respects as of its date and stating whether Grantor, within the
past fiscal year, has issued a notice of default with respect to
any Lease which has not been cured or vacated the Property, and
the nature of such default.

          (d)  Material Changes.  Grantor will notify Beneficiary
in writing of any material changes affecting the operations or
finances of any Property promptly after becoming aware thereof.

          (e)  Other Information.  Grantor will, promptly after
written request by Beneficiary or the Rating Agency, furnish or
cause to be furnished to Beneficiary or the Rating Agency, as
applicable, in such manner and in such detail as may be reason-
ably requested by Beneficiary or the Rating Agency, as applic-
able, such reasonable additional information as may be reasonably
requested by Beneficiary or the Rating Agency as applicable with
respect to the Trust Estate.  Without limiting the foregoing, so
long as any Certificates remain outstanding, Grantor shall, upon
request of Holder, make available to such Holder, or a prospec-
tive purchaser designated by such Holder, any and all such infor-
mation with respect to Grantor and the Properties required to
permit the offer and sale of the Certificates pursuant to Rule
144 under the Securities Act of 1933, as amended.

          15.  Compliance with Leases and Agreements.

          (a)  Leases and Operating Agreements.  The Leases and
the Operating Agreements, if any, are in full force and effect. 
Grantor has neither given to, nor received any notice of default
from, any party to any of the Operating Agreements, if any, or
any Lease which remains uncured.  To the best of Grantor's
knowledge, except as set forth in estoppel certificates delivered
to Beneficiary and the Rating Agency prior to the date hereof, no
events or circumstances exist which with or without the giving of
notice, the passage of time or both, may constitute a default
under any of the Operating Agreements or the Leases on the part
of Grantor, or party thereunder.  Grantor has complied with and
performed all of its material construction, improvement and
alteration obligations with respect to each Property required
under the Operating Agreements and the Leases.  Grantor will
promptly after receipt thereof deliver to Beneficiary a copy of
any notice received with respect to the Operating Agreements and
the Leases, claiming that Grantor is in default in the
performance or observance of any of the material terms, covenants
or conditions of any of the Operating Agreements or the Leases.

          (b)  New Leases.  Grantor may, at all times, lease to
any Person space within each Property in a manner consistent with
other First Class properties comparable to the applicable
Property and then current market conditions existing in the
applicable market area in which such Property is located, and
otherwise in accordance with this Mortgage.  Each Lease entered
into after the date hereof (including the renewal or extension on
or after the date hereof of any Lease entered into prior to the
date hereof if the rent payable during such renewal or extension,
or a formula or other method to compute such rent, is not
provided for in such Lease (such a renewal or extension a
"Renewal Lease")) (A) shall provide for payment of rent and all
other material amounts payable thereunder at rates at least equal
to the fair market rental value (taking into account the type and
creditworthiness of the tenant, the length of tenancy and the
location and size of the unit so rented), as of the date such
Lease is executed by Grantor, of the space covered by such Lease
or Renewal Lease for the term thereof, including any renewal
options, and (B) shall not contain any provision whereby the rent
payable thereunder would be based, in whole or in part, upon the
net income or profits derived by any Person from the Property
(provided, however, that it may contain a provision in which a
portion of rent may be payable based on a percentage of gross
income), and (C) shall not prevent Proceeds from being held and
disbursed by Beneficiary in accordance with the terms hereof, and
(D) shall not entitle any tenant to receive and retain Proceeds
except those that may be specifically awarded to it in
condemnation proceedings because of the Taking of its trade
fixtures and its leasehold improvements which have not become
part of the realty and such business loss as tenant may
specifically and separately establish.  Grantor may not, without
the consent of Beneficiary, amend, modify or waive the provisions
of any Lease or terminate, reduce rents under or shorten the term
of any Lease in any manner unless such action would not, in the
good faith judgment of the Grantor, have a material adverse
effect on the applicable Property taken as a whole.  All
reasonable costs and expenses incurred by Beneficiary (including
reasonable attorneys' fees and expenses) for purposes of
determining whether or not to give its consent under this Section
15(b), if and to the extent that Grantor has requested
Beneficiary's consent to a proposed action, shall be paid by
Grantor pursuant to the provisions of Section 18.

          (c)  No Default Under Leases.  Grantor shall (i)
promptly perform and observe all of the material terms, covenants
and conditions required to be performed and observed by Grantor
under the Leases and the Operating Agreements, if the failure to
perform or observe the same would materially and adversely affect
the value of any Property; (ii) exercise, within fifteen (15)
Business Days after a written request by Beneficiary, any right
to request from the Tenant under any Lease or the party to any
Operating Agreement a certificate with respect to the status
thereof; and (iii) not collect any of the Rents under the Leases
more than one (1) month in advance (except that Grantor may
collect such security deposits as are permitted by Legal
Requirements and are commercially reasonable in the prevailing
market and collect other charges in accordance with the terms of
each Lease).

          (d)  Subordination and Non-Disturbance.   All Leases
entered into by Grantor after the date hereof, if any, shall be
subject and subordinate to this Mortgage; provided that,
Beneficiary shall enter into, and, if required by applicable law
to provide constructive notice, or if required by the terms of
the Tenant's lease, record in the county where the subject
Property is located, a subordination, attornment and non-
disturbance agreement, in form and substance substantially
similar to the form attached hereto as Exhibit "C" (a "Nondis-
turbance Agreement"), with any Tenant entering into a Lease after
the date hereof or, within ten (10) Business Days after written
request therefor by Grantor, with any other Tenant under any
Lease or prospective Lease (other than a Lease to an Affiliate of
Grantor) existing on the date hereof or made or to be made in
accordance with the provisions of this Section 15, provided that,
with respect to any Lease entered into after the date hereof,
such request is accompanied by an Officer's Certificate stating
that such Lease complies in all respects with this Section 15. 
All reasonable costs and expenses of Beneficiary in connection
with the negotiation, preparation, execution and delivery of any
Nondisturbance Agreement including, without limitation,
reasonable attorneys' fees and disbursements shall be paid by
Grantor.  Beneficiary shall enter into a Nondisturbance Agreement
or an agreement in any other form reasonably requested by such
Tenant, provided that Grantor certifies to Beneficiary in writing
in the form attached hereto in Exhibit C that the same does not
materially increase the obligations or liabilities of Beneficiary
from what the same would have been under the form of
Nondisturbance Agreement attached hereto.

          (e)  Notwithstanding the foregoing provisions of this
Section 15, Grantor and Beneficiary hereby acknowledge and agree
that the provisions of Section 15(b) shall not apply to any
sublease of any space located within any out parcels which have
been transferred or leased pursuant to Section 11(d)(iii) of this
Mortgage and Beneficiary will at Grantor's request enter into a
Nondisturbance Agreement in the form of Exhibit C with any Tenant
leasing all or a portion of such space.  Beneficiary shall
reimburse Grantor for all reasonable costs and expenses incurred
by Beneficiary (including reasonable attorneys' fees and
disbursements) in connection with the execution of such
Nondisturbance Agreement.

          16.  Beneficiary's Right to Perform.  Upon the
occurrence and during the continuance of an Event of Default with
respect to the performance of any of the Obligations contained
herein, Beneficiary may, without waiving or releasing Grantor
from any Obligation or Default under this Mortgage, but shall not
be obligated to, at any time perform the same, and the cost
thereof, with interest at the Default Rate from the date of
payment by Beneficiary to the date such amount is paid by
Grantor, shall immediately be due from Grantor to Beneficiary and
the same shall be secured by this Mortgage and shall be a Lien on
the Trust Estate prior to any right, title to, interest in or
claim upon the Trust Estate attaching subsequent to the Lien of
this Mortgage.  No payment or advance of money by Beneficiary
under this Section 16 shall be deemed or construed to cure
Grantor's Default or waive any right or remedy of Beneficiary
hereunder.

          17.  Grantor's Existence; Organization and Authority. 
For so long as this Mortgage remains of record with respect to
any of the Properties, Grantor shall do all things necessary to
preserve and keep in full force and effect its existence, rights
and privileges as the form of entity which it is (e.g., partner-
ship, corporation, etc.) on the date hereof and its right to own
property or transact business in all states in which the
Properties are located.  For so long as any portion of the
Indebtedness shall remain outstanding, Grantor shall do all
things necessary to continue to be, a Single Purpose Entity, and
shall prevent any general partner of Grantor from amending such
general partner's articles of incorporation or bylaws, or other
formation documents, in any manner that would enable such general
partner to expand Grantor's business purposes beyond those
specified in such documents as of the date hereof.  Grantor
hereby represents and warrants that each of the entities
comprising Grantor, and the general partners of such entities
which are partnerships, (i) is a duly organized and validly
existing entity as described in Schedule 4 hereof under the laws
of the jurisdiction of its formation, (ii) has the requisite
power and authority to own its properties and to carry on its
business as now being conducted and as proposed to be conducted
and is qualified to do business in all States in which the
Properties are located, and (iii) has the requisite power to
execute and deliver and perform its obligations under this
Mortgage, the Notes and each of the other Loan Documents.  The
execution and delivery by Grantor of this Mortgage, the Notes and
each of the other Loan Documents to be executed by Grantor,
Grantor's performance of its respective obligations thereunder
and the creation of the security interest and Liens provided for
in this Mortgage have been duly authorized by all requisite
action on the part of Grantor, and will not violate in any
material respect any Legal Requirement, any order of any court or
other Governmental Authority, Grantor's certificate of limited
partnership or partnership agreement or any material indenture,
agreement or other instrument to which Grantor is a party, or by
which Grantor is bound; and will not conflict with, result in a
breach of, or constitute (with due notice or lapse of time or
both) a default under any of the foregoing, or result in the
creation or imposition of any Lien, of any nature whatsoever,
upon any of the property or assets of Grantor except the Liens
created hereunder.  Grantor is not required to obtain any
consent, approval or authorization from or to file any
declaration or statement with, any Governmental Authority in
connection with or as a condition to the execution, delivery or
performance of this Mortgage, the Notes or the other Loan
Documents by Grantor other than those which have already been
obtained or filed.  Grantor further represents and warrants that
it is and, so long as any portion of the Indebtedness shall
remain outstanding, shall do all things necessary to continue to
be, a Single-Purpose Entity.

          18.  Protection of Security; Costs and Expenses. 
Grantor shall appear in and defend any action or proceeding of
which it has as a matter of law received proper notice purporting
to affect the security hereof or the rights or powers of
Beneficiary or Trustee hereunder and shall pay all costs and
expenses, including, without limitation, cost of evidence of
title and reasonable attorneys' fees and disbursements, in any
such action or proceeding, and in any suit brought by Beneficiary
to foreclose this Mortgage or to enforce or establish any other
rights or remedies of Beneficiary hereunder upon the occurrence
and during the continuance of an Event of Default.  If an Event
of Default occurs under this Mortgage, or if any action or
proceeding is commenced in which it becomes necessary to defend
or uphold the Lien or priority of this Mortgage or which
adversely affects Beneficiary or Beneficiary's interest in the
Trust Estate or any part thereof, including, but not limited to,
eminent domain, enforcement of, or proceedings of any nature
whatsoever under any Legal Requirement affecting the Trust Estate
or involving Grantor's bankruptcy, insolvency, arrangement,
reorganization or other form of debtor relief, then Beneficiary,
upon reasonable notice to Grantor, may, but without obligation to
do so and without releasing Grantor from any obligation
hereunder, make such appearances, disburse such reasonable sums
and take such action as Beneficiary reasonably deems necessary or
appropriate to protect Beneficiary's interest in the Trust
Estate, including, but not limited to, disbursement of reasonable
attorneys' fees, entry upon the Trust Estate to make repairs or
take other action to protect the security hereof, and payment,
purchase, contest or compromise of any encumbrance, charge or
lien which in the reasonable judgment of Beneficiary appears to
be prior or superior hereto; provided, however, that the
foregoing shall be subject to Grantor's rights to contest under
Section 7(c) hereof and Beneficiary shall not pay or discharge
any lien, encumbrance or charge being contested by Grantor in
accordance with Section 7(c) hereof.  Grantor further agrees to
pay all reasonable costs and expenses of Beneficiary, Servicer or
Trustee, including, reasonable attorneys' fees and disbursements
incurred by Beneficiary, Servicer or Trustee in connection with
(a) the negotiation, preparation, execution, delivery and
performance of this Mortgage, the Notes and the other Loan
Documents, (b) the performance of their respective obligations
and exercise of their rights under this Mortgage, the Notes and
the other Loan Documents, (c) the review of any Tax Opinion,
Nondisqualification Opinion, or other Opinion of Counsel
delivered by Grantor pursuant to this Mortgage or the other Loan
Documents, and (d) the servicing and monitoring of the Loan and
this Mortgage.  All of the costs, expenses and amounts set forth
in this Section 18 shall be payable by Grantor, on demand and,
together with interest thereon at the Default Rate, if the same
are not paid within ten (10) Business Days after demand therefor
by Beneficiary (or Trustee), until the date of repayment by
Grantor, shall be deemed to be Indebtedness hereunder and shall
be a Lien on the Trust Estate prior to any right, title, interest
or claim upon the Trust Estate (subject to the provisions of
Section 11(d) hereof).  Nothing contained in this Section 18
shall be construed to require Beneficiary to incur any expense,
make any appearance, or take any other action (the foregoing,
however, shall not in any way be deemed to affect the Servicer's
obligations to the Holders under the Trust and Servicing
Agreement).

          19.  Management of the Trust Estate.

          (a)  For purposes hereof, a "Qualifying Manager" shall
mean any property manager, other than an affiliate, as to which
the Rating Agency issues the affirmation described below. 
Grantor shall notify Beneficiary and the Rating Agency in writing
(and shall deliver a copy of the proposed management agreement)
of any entity proposed to be designated as a Qualifying Manager
of all or any of the Properties no less than 30 days before such
Qualifying Manager begins to manage such Property(ies) and shall
obtain prior to any appointment of a Qualifying Manager a written
affirmation from the Rating Agency that the rating of the
Certificates immediately prior to retention of any such
Qualifying Manager will not cause the ratings of the Certificates
to be qualified, downgraded or withdrawn as a result of such
change.

          (b)  It is acknowledged and agreed that a Qualifying
Manager may be retained at Beneficiary's direction at any time
following the occurrence and during the continuance of an Event
of Default.

          (c)  Grantor shall provide a copy of any new management
agreement and subordination agreement with an existing Qualifying
Manager to the Rating Agency.

          (d)  Notwithstanding the foregoing provisions of this
Section 19, if the aggregate Net Operating Income of all of the
Properties owned by Grantor and subject to the lien of this
Mortgage on the date of determination for the preceding four (4)
calendar quarters decreases by an amount greater than 25% of the
aggregate Net Operating Income of such Properties for the
calendar year 1995 (except if such reduction is as a result of
market conditions or the event described in clause (e) below),
Beneficiary may instruct the Grantor to remove any manager of the
Properties and designate a replacement property manager willing
to discharge such duties for total annual fees not to exceed 4%
of the annual base and percentage rents, for management, and fees
for leasing at the prevailing market rates, and the Grantor shall
so remove the manager and appoint such replacement.  If such
option is exercised by Beneficiary, the replacement property
management company shall be selected by Beneficiary, and the
senior manager(s) thereof shall have had not less than ten (10)
years' experience in the management of properties in the nature
of the Properties, shall be reasonably acceptable to the Grantor
and shall be a Qualifying Manager.

          (e)  In the event that the Net Operating Income of the
Properties decreases for a period of four (4) consecutive
calendar quarters as contemplated by clause (d) above directly as
a result of the loss of one or more tenants leasing in excess of
10,000 square feet of space at a Property (by reason of the
termination of such tenant's Lease, default by such tenant in
respect of its obligations under such Lease or otherwise),
Beneficiary may not instruct Grantor to remove the manager;
provided that the applicable Grantor, within twelve (12) months
of such termination, shall have entered into a bona fide letter
of intent for a new Lease or Leases of the relevant premises with
a new tenant or tenants and the base rent under such Lease would
restore the Net Operating Income of the Properties owned by the
Grantor on the date of such determination and subject to the lien
of this Mortgage to the amount of such Net Operating Income
immediately prior to such four (4) consecutive calendar quarters.

          20.  Remedies.  Upon the occurrence and during the
continuation of an Event of Default, Beneficiary may take such
actions against Grantor, subject to Section 33 hereof, and/or
instruct Trustee to take such action against the Trust Estate or
any portion thereof as Beneficiary determines is necessary to
protect and enforce its rights hereunder, without notice or
demand except as set forth below or as required under applicable
law.  Any such actions taken by Beneficiary shall be cumulative
and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such
order as Beneficiary may determine in its sole discretion, to the
fullest extent permitted by law, without impairing or otherwise
affecting the other rights and remedies of Beneficiary permitted
by law, equity or contract or as set forth herein or in the other
Loan Documents.  Beneficiary's determination of appropriate
action may be based on the advice of the Servicer or another
appropriate real estate or other consultant and/or counsel, and
Beneficiary may rely conclusively on such advice. If such
consultant is not the Servicer, Grantor shall pay such
consultant's and reasonable attorney's fees and expenses incurred
by Beneficiary pursuant to this Section 20.  Such actions may
include the following:

          (a)  Acceleration.  Subject to any applicable
provisions of the Notes and the other Loan Documents, Beneficiary
may declare all or any portion of the unpaid principal balance
under the Notes, together with all accrued and unpaid interest
thereon, and all other unpaid Indebtedness, to be immediately due
and payable.

          (b)  Entry.  Subject to the provisions and restrictions
of applicable law, Beneficiary and/or Trustee, if applicable,
personally, or by its agents or attorneys, at Beneficiary's
election, may enter into and upon all or any part of the Trust
Estate (including any Property and any part thereof), and may
exclude Grantor, its agents and servants therefrom (but such
entry shall be subject to any Nondisturbance Agreements then in
effect); and Beneficiary and/or Trustee, if applicable, having
and holding the same, may use, operate, manage and control the
Trust Estate or any part thereof and conduct the business
thereof, either personally or by its superintendents, managers,
agents, servants, attorneys or receiver.  Upon every such entry,
Beneficiary and/or Trustee, if applicable, may, at the reasonable
expense of the Trust Estate and/or Grantor, from time to time,
either by purchase, repair or construction, maintain and restore
the Trust Estate or any part thereof, and may insure and reinsure
the same in such amount and in such manner as may seem to them to
be advisable.  Similarly, from time to time, Beneficiary and/or
Trustee, if applicable, may, at the expense of Grantor (which
amounts may be disbursed by Beneficiary and/or Trustee, if
applicable, from the Trust Estate on behalf of Grantor), make all
necessary or proper repairs, renewals, replacements, alterations,
additions, betterments and improvements to and on the Trust
Estate or any part thereof as it may seem advisable.  Beneficiary
or its designee shall also have the right to manage and operate
the Trust Estate or any part thereof and to carry on the business
thereof and exercise all rights and powers of Grantor with
respect thereto, either in the name of Grantor or otherwise, as
may seem to them to be advisable.  In confirmation of the grant
made in Granting Clause (E) hereof, in the case of the occurrence
and continuation of an Event of Default, Beneficiary shall be
entitled to collect and receive all earnings, revenues, rents,
issues, profits and income of the Trust Estate or any part
thereof (i.e., the "Rents") to be applied in the order of
priorities and amounts as shall be provided for in Section 21
hereof.  Beneficiary shall be liable to account only for rents,
issues and profits and other proceeds actually received by
Beneficiary and for security deposits and payments made.  All
actions which may be taken by Beneficiary pursuant to this
Section 20(b) may be taken by the Trustee or the Jurisdictional
Trustee, upon the direction of Beneficiary.  Beneficiary or the
Jurisdictional Trustee, as applicable, shall be liable to account
only for rents, issues and profits and other proceeds actually
received by Beneficiary or the Jurisdictional Trustee.

          (c)  Foreclosure.  Prior to taking title to any
Property (whether by foreclosure, deed in lieu or otherwise),
Beneficiary shall obtain, in each instance, at Grantor's
reasonable expense a new phase I environmental report with
respect to each Property, and such additional environmental
studies as may be recommended in such phase I reports.

                    (i)  Beneficiary, with or without entry,
     personally or by its agents or attorneys, insofar as
     applicable, and in addition to any and every other remedy,
     may (A) sell or instruct the Trustee or the Jurisdictional
     Trustee, if applicable, to sell, to the extent permitted by
     law and pursuant to the power of sale granted herein, all
     and singular the Trust Estate, and all estate, right, title
     and interest, claim and demand therein, and right of
     redemption thereof, at one or more sales, as an entirety or
     in parcels, and at such times and places as required or
     permitted by law and as are customary in any county or
     parish in which a Property is located and upon such terms as
     Beneficiary, the Trustee or the Jurisdictional Trustee if
     applicable may fix and specify in the notice of sale to be
     given to Grantor (and on such other notice published or
     otherwise given as provided by law), or as may be required
     by law; (B) institute (or instruct the Trustee or the
     Jurisdictional Trustee to institute) proceedings for the
     complete or partial foreclosure of this Mortgage under the
     provisions of the laws of the jurisdiction or jurisdictions
     in which the Trust Estate or any part thereof is located, or
     under any other applicable provision of law; or (C) take all
     steps to protect and enforce the rights of Beneficiary,
     whether by action, suit or proceeding in equity or at law
     (for the specific performance of any covenant, condition or
     agreement contained in this Mortgage, or in aid of the
     execution of any power herein granted, or for any
     foreclosure hereunder, or for the enforcement of any other
     appropriate legal or equitable remedy), or otherwise, as
     Beneficiary, being advised by counsel and its financial
     advisor, shall deem most advisable to protect and enforce
     any of their rights or duties hereunder.

                    (ii)  Beneficiary, the Trustee (or the Juris-
     dictional Trustee, as applicable), may conduct any number of
     sales from time to time.  The power of sale shall not be ex-
     hausted by any one or more such sales as to any part of the
     Trust Estate remaining unsold, but shall continue unimpaired
     until the entire Trust Estate shall have been sold.

                    (iii)  With respect to any Property, this
     Mortgage is made upon any statutory conditions of the State
     in which such Property is located, and, for any breach
     thereof or any breach of the terms of this Mortgage,
     Beneficiary shall have the statutory power of sale, if any,
     provided for by the laws of such State.

          (d)  Specific Performance.  Beneficiary, in its sole
and absolute discretion, or the Jurisdictional Trustee, at
Beneficiary's election, may institute an action, suit or
proceeding at law or in equity for the specific performance of
any covenant, condition or agreement contained herein or in the
Notes or any other Loan Document, or in aid of the execution of
any power granted hereunder or for the enforcement of any other
appropriate legal or equitable remedy.

          (e)  Enforcement of Notes.  Subject to Section 33
hereof and to the extent permitted under the provisions of
applicable law, Beneficiary or the Jurisdictional Trustee, at
Beneficiary's election, may recover judgment on the Notes (or any
portion of the Indebtedness evidenced thereby), either before,
during or after any proceedings for the foreclosure (or partial
foreclosure) or enforcement of this Mortgage.

          (f)  Sale of Trust Estate; Application of Proceeds.

                    (i)  Beneficiary, the Trustee (or the Juris-
     dictional Trustee, if applicable), may postpone any sale of
     all or any part of the Trust Estate to be made under or by
     virtue of this Section 20 by public announcement at the time
     and place of such sale, or by publication, if required by
     law, and, from time to time, thereafter, may further
     postpone such sale by public announcement made at the time
     of sale fixed by the preceding postponement.

                    (ii)  Upon the completion of any sale made by
     Beneficiary, the Trustee or the Jurisdictional Trustee under
     or by virtue of this Section 20, Beneficiary, the Trustee or
     the Jurisdictional Trustee, if applicable, shall execute and
     deliver to the accepted purchaser or purchasers a good and
     sufficient deed or deeds or other appropriate instruments,
     conveying, assigning and transferring all its estate, right,
     title and interest in and to the property and rights so
     sold.  Beneficiary, the Trustee or the Jurisdictional
     Trustee, as applicable, is hereby appointed the true and
     lawful irrevocable attorney-in-fact of Grantor in its name
     and stead or in the name of Beneficiary to make all
     necessary conveyances, assignments, transfers and deliveries
     of the property and rights so sold, and, for that purpose,
     Beneficiary, the Trustee or the Jurisdictional Trustee, as
     applicable, may execute all necessary deeds and other
     instruments of assignment and transfer, and may substitute
     one or more persons with like power, Grantor hereby
     ratifying and confirming all that such attorney or attorneys
     or such substitute or substitutes shall lawfully do by
     virtue hereof.  Grantor shall, nevertheless, if so requested
     in writing by Beneficiary, ratify and confirm any such sale
     or sales by executing and delivering to Beneficiary or to
     such purchaser or purchasers all such instruments as may be
     advisable, in the judgment of Beneficiary, for such purposes
     and as may be designated in such request.  Any such sale or
     sales made under or by virtue of this Section 20 shall
     operate to divest all the estate, right, title, interest,
     claim and demand, whether at law or in equity, of Grantor in
     and to the property and rights so sold, and shall be a
     perpetual bar, at law and in equity, against Grantor, its
     successors and assigns and any Person claiming through or
     under Grantor and its successors and assigns.

                    (iii)  The receipt of Beneficiary, the
     Trustee or the Jurisdictional Trustee, as applicable, for
     the purchase money paid as a result of any such sale shall
     be a sufficient discharge therefor to any purchaser of the
     property or rights, or any part thereof, so sold.  No such
     purchaser, after paying such purchase money and receiving
     such receipt, shall be bound to see to the application of
     such purchase money upon or for any trust or purpose of this
     Mortgage, or shall be answerable, in any manner, for any
     loss, misapplication or non-application of any such purchase
     money or any part thereof, nor shall any such purchaser be
     bound to inquire as to the authorization, necessity,
     expediency or regularity of such sale.

                    (iv)  Upon any sale made under or by virtue
     of this Section 20, Beneficiary may bid for and acquire the
     Trust Estate or any part thereof and, in lieu of paying cash
     therefor, may make settlement for the purchase price by
     crediting upon the Notes secured by this Mortgage the net
     proceeds of sale, after deducting therefrom the expense of
     the sale and the costs of the action and any other sums
     which Beneficiary is authorized to deduct under this
     Mortgage.  The person making such sale shall accept such
     settlement without requiring the production of the Notes or
     this Mortgage, and without such production there shall be
     deemed credited to the Indebtedness and Obligations under
     this Mortgage the net proceeds of such sale.  Beneficiary,
     upon acquiring the Trust Estate or any part thereof, shall
     be entitled to own, hold, lease, rent, operate, manage or
     sell the same in any manner permitted by applicable laws.

          (g)  Voluntary Appearance; Receivers.  After the
happening, and during the continuance of, any Event of Default,
and immediately upon commencement of (i) any action, suit or
other legal proceeding by Beneficiary to obtain judgment for the
principal and interest on the Notes and any other sums required
to be paid pursuant to this Mortgage, or (ii) any action, suit or
other legal proceeding by Beneficiary of any other nature in aid
of the enforcement of the Loan Documents or any of them, Grantor
will (A) enter their voluntary appearance in such action, suit or
proceeding, and (B) if required by Beneficiary, consent to the
appointment of one or more receivers of the Trust Estate and of
the earnings, revenues, rents, issues, profits and income
thereof.  After the happening of any Event of Default, or upon
the filing of a bill in equity to foreclose this Mortgage or to
enforce the specific performance hereof or in aid thereof, or
upon the commencement of any other judicial proceeding to enforce
any right of Beneficiary, Beneficiary shall be entitled, as a
matter of right, if it shall so elect, without notice to any
other party and without regard to the adequacy of the security of
the Trust Estate, forthwith, either before or after declaring the
principal and interest on the Notes to be due and payable, to the
appointment of such a receiver or receivers.  Any receiver or
receivers so appointed shall have such powers as a court or
courts shall confer, which may include, without limitation, any
or all of the powers which Beneficiary is authorized to exercise
by the provisions of this Section 20, and shall have the right to
incur such obligations and to issue such certificates therefor as
the court shall authorize.  Notwithstanding the foregoing,
Beneficiary as a matter of right may appoint or secure the
appointment of a receiver, trustee, liquidator or similar
official of the Trust Estate or any portion thereof, and Grantor
hereby irrevocably consents and agrees to such appointment,
without notice to Grantor and without regard to the value of the
Trust Estate or adequacy of the security for the Indebtedness and
without regard to the solvency of the Grantor or any other Person
liable for the payment of the Indebtedness, and such receiver or
other official shall have all rights and powers permitted by
applicable law and such other rights and powers as the court
making such appointment may confer, but the appointment of such
receiver or other official shall not impair or in any manner
prejudice the rights of Beneficiary to receive the Rents with
respect to any of the Trust Estate pursuant to this Mortgage, the
Assignment of Leases or the Cash Collateral Agreement.

          (h)  UCC Remedies.  Beneficiary may exercise any or all
of the remedies granted to a secured party under the UCC,
specifically including, without limitation, the right to recover
the attorneys' fees and other expenses incurred by Beneficiary in
the enforcement of this Mortgage or in connection with Grantor's
redemption of the Improvements or Building Equipment. 
Beneficiary may exercise its rights under this Mortgage
independently of any other collateral or guaranty that Grantor
may have granted or provided to Beneficiary in order to secure
payment and performance of the Obligations, and Beneficiary shall
be under no obligation or duty to initiate foreclosure or levy
upon any other collateral given by Grantor to secure any
Obligation or to proceed against any guarantor before enforcing
its rights under this Mortgage.

          (i)  Leases.  Beneficiary may, at its option, before
any proceeding for the foreclosure (or partial foreclosure) or
enforcement of this Mortgage, treat any Lease which is
subordinate by its terms to the Lien of this Mortgage, as either
subordinate or superior to the Lien of this Mortgage.

          (j)  Other Rights.  Beneficiary may pursue against
Grantor any other rights and remedies of Beneficiary permitted by
law, equity or contract or as set forth herein or in the other
Loan Documents.

          (k)  Retention of Possession.  Notwithstanding the ap-
pointment of any receiver, liquidator or trustee of Grantor, or
any of its property, or of the Trust Estate or any part thereof,
Beneficiary or the Jurisdictional Trustee, as applicable, to the
extent permitted by law, shall be entitled to retain possession
and control of all property now or hereafter granted to or held
by Beneficiary or the Jurisdictional Trustee, as applicable,
under this Mortgage.

          (l)  Suits by Beneficiary.  Any such suit or proceeding
instituted by Beneficiary shall be brought in the name of Benefi-
ciary and any recovery of judgment shall be subject to the rights
of Beneficiary.

          (m)  Remedies Cumulative.  Subject to Section 33
hereof, no remedy herein conferred upon or reserved to the
Trustee, the Jurisdictional Trustee and/or the Beneficiary shall
exclude any other remedy, and each such remedy shall be
cumulative and in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity.  No delay or
omission of Beneficiary, the Trustee and/or the Jurisdictional
Trustee to exercise any right or power accruing upon any Event of
Default shall impair any such right or power, or shall be
construed to be a waiver of any such Event of Default or an
acquiescence therein.  Every power and remedy given by this
Mortgage to the Trustee, the Jurisdictional Trustee and/or
Beneficiary may be exercised from time to time and as often as
the Trustee, the Jurisdictional Trustee (at Beneficiary's
direction) and Beneficiary may deem expedient.  Nothing in this
Mortgage shall affect Grantor's obligations to pay the principal
of, and interest on, the Notes in the manner and at the time and
place expressed in the Notes.

          (n)  Waiver of Rights.   Grantor agrees that, to the
fullest extent permitted by law, it will not at any time, (1)
insist upon, plead or claim or take any benefit or advantage of
any stay, extension or moratorium law, wherever enacted, now or
at any time hereafter in force, which may affect the covenants
and terms of performance of this Mortgage, (2) claim, take or
insist upon any benefit or advantage of any law, now or at any
time hereafter in force, providing for valuation or appraisal of
the Trust Estate, or any part thereof, prior to any sale or sales
thereof which may be made pursuant to any provision herein
contained, or pursuant to the decree, judgment or order of any
court of competent jurisdiction, or (3) after any such sale or
sales, claim or exercise any right, under any statute heretofore
or hereafter enacted by the United States of America, any State
thereof or otherwise, to redeem the property and rights sold
pursuant to such sale or sales or any part hereof.  Grantor
hereby expressly waives all benefits and advantages of such laws,
and covenants, to the fullest extent permitted by law, not to
hinder, delay or impede the execution of any power herein granted
or delegated to Beneficiary or the Trustees, but will suffer and
permit the execution of every power as though no such laws had
been made or enacted.  Grantor for itself and all who may claim
through or under it, waives, to the extent it lawfully may do so,
any and all homestead rights and, any and all rights to
reinstatement, any and all right to have the property comprising
the Trust Estate marshaled upon any foreclosure of the Lien
hereof.

          21.  Application of Proceeds.

          (a)  Sale Proceeds.  The proceeds of any sale or
foreclosure of the Trust Estate or any portion thereof shall be
applied to the following in the following order of priority the
payment of:  (i) the costs and expenses of the foreclosure
proceedings with respect to such Property (including reasonable
counsel fees and disbursements actually incurred and advertising
costs and expenses), liabilities and advances made or incurred
under this Mortgage, and reasonable receivers' and trustees' fees
and commissions and fees and expenses incurred by Beneficiary,
together with interest at the Default Rate to the extent payable,
(ii) any other sums advanced by Beneficiary (or any advancing
agent on its behalf) in accordance with the terms hereof and not
repaid to it by Grantor, together with interest at the Default
Rate to the extent payable, (iii) all sums due under the Notes in
the order of priority set forth therein, and (iv) any surplus to
Grantor or other party legally entitled thereto.

          (b)  Other Proceeds.  All Proceeds or other amounts
collected by Beneficiary and applied to pay interest or principal
of the Notes or other amounts due on this Mortgage following an
Event of Default and acceleration of the Notes shall be applied
(1) first, to reimburse any expenses related to such collection
and (2) thereafter, as provided in Section 21(a) hereof.  If the
Notes have not been accelerated, any amount available to make
payments or applied in lieu of such payments thereon shall be
applied (i) first, to interest due or overdue on the Notes, (ii)
then, any amounts applied to pay or applied in lieu of paying
principal on the Notes then due shall be applied to pay or
applied in lieu of paying each Note in order of priority, and
(iii) thereafter, to Grantor.

          22.  CERTAIN WAIVERS.  TO INDUCE BENEFICIARY TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE NOTES AND THIS
MORTGAGE, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, GRANTOR
AND EACH OF THE PARTNERS IN ENTITIES COMPRISING GRANTOR WHICH ARE
PARTNERSHIPS, EXPRESSLY AND IRREVOCABLY HEREBY WAIVE THE
FOLLOWING RIGHTS, IN ADDITION TO AND NOT IN DEROGATION OF ALL
OTHER WAIVERS CONTAINED IN THE NOTES, THIS MORTGAGE AND THE OTHER
LOAN DOCUMENTS:

          (a)  WAIVER OF RIGHT TO TRIAL BY JURY.  GRANTOR HEREBY
WAIVES AND SHALL WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING
BROUGHT BY, OR COUNTERCLAIM ASSERTED BY BENEFICIARY WHICH ACTION,
PROCEEDING OR COUNTERCLAIM ARISES OUT OF OR IS CONNECTED WITH
THIS MORTGAGE, THE NOTES OR ANY OTHER LOAN DOCUMENTS.

          23.  Notice of Certain Occurrences.  In addition to all
other notices required to be given by Grantor hereunder, Grantor
shall give notice to Beneficiary and the Rating Agency promptly
upon the occurrence of:  (a) any litigation or proceeding
affecting Grantor or the Trust Estate or any part thereof in
which the amount involved is Five Hundred Thousand Dollars
($500,000) or more and not covered by insurance or in which
injunctive or similar relief is sought and likely to be obtained;
and (b) together with the quarterly financial statements required
to be delivered hereunder, a list of all litigation and
proceedings affecting Grantor or the Trust Estate or any part
thereof in which the amount involved is Five Hundred Thousand
Dollars ($500,000) or more, whether or not covered by insurance
and whether or not relief is being sought, but information
regarding a particular litigation need not be given in subsequent
reports if it has been given previously and the information to be
given in the litigation report regarding that litigation has not
changed since the last report describing such litigation.

          24.  Trust Funds.  To the extent required by applicable
law, all security deposits paid under the Leases shall be treated
as trust funds and not commingled with any other funds of
Grantor.  Within ten (10) days after request by Beneficiary,
Grantor shall furnish Beneficiary with satisfactory evidence of
compliance with this Section 24, together with a statement of all
security deposits by Tenants under the Leases, which statement
shall be certified by Grantor.

          25.  Taxation.  In the event a law is passed after the
date hereof of the United States or of any state in which a
Property is located either (a) changing in any way the laws for
the taxation of mortgages or debts secured thereby for federal,
state or local purposes, or the manner of collection of any such
taxes, or (b) imposing a tax, either directly or indirectly, on
mortgages or debts secured thereby, in each case other than
income taxes, franchise taxes, or withholding taxes, that
materially adversely affects Beneficiary, Beneficiary shall have
the right to declare the Notes due on a date to be specified by
not less than thirty (30) days' written notice to be given to
Grantor unless within such thirty (30) day period Grantor shall
assume as an obligation hereunder the payment of any tax so
imposed until full payment of the Notes provided such assumption
shall be permitted by law.

          26.  Notices.  Any notice, election, request or demand
which by any provision of this Mortgage is required or permitted
to be given or served hereunder shall be in writing and shall be
given or served by hand delivery against receipt, by any
nationally recognized overnight courier service providing
evidence of the date of delivery or by certified mail return
receipt requested, postage prepaid, addressed to Grantor at: c/o
Kranzco Realty Trust, 128 Fayette Street, Conshohocken,
Pennsylvania 19428, with a copy to Robinson Silverman Pearce
Aronsohn & Berman LLP, 1290 Avenue of the Americas, New York, New
York 10104, Attention:  Alan S. Pearce, Esq.; if to Trustee at: 
Ballard Spahr Andrews & Ingersoll, 300 East Lombard Street,
Baltimore, Maryland 21202, Attention:  Ronald P. Fish and Thomas
A. Hauser; if to Beneficiary at c/o Kranzco Realty Trust, 128
Fayette Street, Conshohocken, Pennsylvania 19428 with a copy to
the Servicer under the Trust and Servicing Agreement; if to the
Rating Agency at:  Fitch Investors Service, L.P., One State
Street Plaza, New York, New York 10004, Attention:  Commercial
Mortgage Surveillance, or at such other address as shall be
designated from time to time by Grantor, Trustee, Beneficiary or
the Rating Agency by notice given in accordance with the
provisions of this Section 26.  Any such notice or demand given
hereunder shall be effective upon receipt.  All notices,
elections, requests and demands required or permitted under this
Mortgage shall be in the English language.

          27.  No Oral Modification.  This Mortgage may not be
waived, altered, amended, modified, changed, discharged or
terminated orally but only by a written agreement signed by the
party against which enforcement is sought.

          28.  Partial Invalidity.  In the event any one or more
of the provisions contained in this Mortgage shall for any reason
be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect
any other provision hereof, but each shall be construed as if
such invalid, illegal or unenforceable provision had never been
included hereunder.

          29.  Successors and Assigns.  All covenants of Grantor
contained in this Mortgage are imposed solely and exclusively for
the benefit of Beneficiary and its successors and assigns, and no
other Person shall have standing to require compliance with such
covenants or be deemed, under any circumstances, to be a
beneficiary of such covenants, any or all of which may be freely
waived in whole or in part by Beneficiary at any time if in its
sole discretion it deems it advisable to do so.  All such
covenants of Grantor shall run with the land and bind Grantor,
the successors and assigns of Grantor (and each of them) and all
subsequent owners, encumbrancers and Tenants of the Trust Estate,
and shall inure to the benefit of Beneficiary, its successors and
assigns.

          30.  Governing Law.  This Mortgage and the obligations
arising hereunder shall be governed by and construed in
accordance with, the laws of the State of New York applicable to
contracts made and performed in the State of New York and any
applicable laws of the United States of America except that at
all times the provisions for the creation, perfection and
enforcement of the Liens and security interest created pursuant
to this Mortgage with respect to any Property and pursuant to the
Assignment of Leases shall be governed by the laws of the State
in which such Property is located.  Whenever possible, each
provision of this Mortgage shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any
provision of this Mortgage shall be prohibited by, or invalid
under, applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the
remaining provisions of this Mortgage.  Nothing contained in this
Mortgage or in any Loan Document shall require either Grantor to
pay or Beneficiary to accept any sum in any amount which would,
under applicable law, subject Beneficiary, any Trustee or any
Holder to penalty or adversely affect the enforceability of this
Mortgage.  In the event that the payment of any sum due hereunder
or under any Loan Document would have such result under
applicable law, then, ipso facto, the obligation of Grantor to
make such payments shall be reduced to the highest sum then
permitted under applicable law and appropriate adjustment shall
be made by Grantor and Beneficiary.

          31.  Certain Representations, Warranties and Covenants. 

          (a)  Recording Fees, Taxes, Etc.  Grantor hereby agrees
to take all such further reasonable actions, and to pay all
taxes, recording fees, charges, costs and other expenses
including, without limitation, reasonable attorneys' and
professional fees and disbursements which are currently or in the
future shall be imposed, and which may be required or necessary
to establish, preserve, protect or enforce the Lien of this
Mortgage.

          (b)  No Offsets.  Grantor warrants, covenants and
represents to Beneficiary that as of the date hereof there exists
no cause of action at law or in equity that would constitute any
offset, counterclaim or deduction against the Indebtedness or
Obligations.

          (c)  Full and Accurate Disclosure.  To the best of
Grantor's knowledge, no statement of fact made by or on behalf of
Grantor in this Mortgage or in any of the other Loan Documents
contains any untrue statement of a material fact or omits to
state any material fact necessary to make statements contained
herein or therein not misleading as of the date made.

          (d)  Tax Filings.  Grantor has filed all federal, state
and local tax returns required to be filed prior to the date
hereof and has paid or made adequate provision for the payment of
all federal, state and local taxes, charges and assessments shown
to be due from Grantor on such tax returns.

          (e)  No Litigation.  No litigation is pending or, to
Grantor's best knowledge, threatened against Grantor which, if
determined adversely to Grantor, would have a material adverse
effect on any Property or the security created hereby and no
Taking has been commenced or, to Grantor's best knowledge, is
contemplated with respect to all or any portion of the Trust
Estate or for the relocation of roadways providing access to the
Trust Estate.  Grantor has delivered to Beneficiary and the
Rating Agency a certificate setting forth all litigation
affecting Grantor or any Property.

          (f)  Solvency.  The fair saleable value of Grantor's
assets exceeds and will, immediately following the issuance and
sale of the Notes and the consummation of the other transactions
contemplated to take place simultaneously therewith, exceed
Grantor's liabilities, including subordinated, unliquidated,
disputed and contingent liabilities.  Grantor's assets do not
and, immediately following the issuance and sale of the Notes and
the consummation of the other transactions contemplated to take
place simultaneously therewith will not, constitute unreasonably
insufficient capital to carry out its business as conducted or as
proposed to be conducted.  Grantor does not intend to, and does
not believe that it will, incur debts and liabilities (including,
without limitation, contingent liabilities) beyond its ability to
pay such debts as they mature.

          (g)  ERISA.  Grantor is not an "employee benefit plan"
(within the meaning of Section 3(3) of ERISA) to which ERISA
applies and Grantor's assets do not constitute plan assets.  No
actions, suits or claims under any laws and regulations
promulgated pursuant to ERISA are pending or, to Grantor's
knowledge, threatened against Grantor.  Grantor has no knowledge
of any material liability incurred by Grantor which remains
unsatisfied for any taxes or penalties with respect to any
employee benefit plan or any Multiemployer Plan, or of any lien
which has been imposed on Grantor's assets pursuant to Section
412 of the Code or Sections 302 or 4068 of ERISA.

          (h)  Claims.  No actions, suits, proceedings or
governmental investigations, whether judicial or otherwise are
pending or, to the best knowledge of Grantor, has been commenced
against Grantor before any domestic or foreign court or
administrative, arbitral, governmental or regulatory authority or
agency which, if determined adversely to Grantor, would have a
material adverse effect on the security created hereby.  Grantor
has delivered to Beneficiary and the Rating Agency a certificate
setting forth all such matters known to Grantor pending against
Grantor as of the date hereof.

          (i)  Liens.  No Lien, other than Permitted
Encumbrances, which remains outstanding as of the date hereof,
including, without limitation, any tax lien, has been levied
against the Trust Estate.

          (j)  Outstanding Liabilities.  No outstanding
liabilities of Grantor exist which, individually or in the
aggregate, would have a material adverse effect on the security
created hereby or would materially adversely affect the condition
(financial or otherwise) of Grantor. Grantor has delivered to
Beneficiary and the Rating Agency a certificate setting forth all
liabilities of Grantor as of the date hereof.

          (k)  Creditors' Claims.  To Grantor's best knowledge,
no claim of any creditor of Grantor would have a material adverse
effect on the security created hereby or would materially
adversely affect the condition (financial or otherwise) of
Grantor.  Grantor has delivered to Beneficiary and the Rating
Agency a certificate setting forth all such claims of creditors
of Grantor as of the date hereof.

          (l)  Separate Business; Corporate Formalities.  

               (i)  Grantor shall maintain its own deposit
     account or accounts, separate from those of any Affiliate,
     with commercial banking institutions.  The funds of Grantor
     will not be diverted to any other Person or for other than
     business uses of Grantor;

               (ii) To the extent that Grantor shares the same
     officers or other employees as any of its partners or
     Affiliates or any other entity comprising Grantor or a
     partner in such entity, the salaries of and the expenses
     related to providing benefits to such officers and other
     employees shall be fairly allocated among such entities, and
     each such entity shall bear its fair share of the salary and
     benefit costs associated with all such common officers and
     employees;

               (iii)  To the extent that Grantor jointly
     contracts with any of its partners or Affiliates or any
     other entity comprising Grantor or a partner in such entity
     to do business with vendors or service providers or to share
     overhead expenses, the costs incurred in so doing shall be
     allocated fairly among such entities, and each such entity
     shall bear its fair share of such costs.  To the extent that
     Grantor contracts or does business with vendors or service
     providers where the goods and services provided are
     partially for the benefit of any other Person, the costs
     incurred in so doing shall be fairly allocated to or among
     such entities for whose benefit the goods and services are
     provided, and each such entity shall bear its fair share of
     such costs.  All material transactions between Grantor and
     any of its Affiliates shall be only on an arm's length
     basis.  

               (iv)  To the extent that Grantor and any of its
     constituent partners or Affiliates have offices in the same
     location, there shall be a fair and appropriate allocation
     of overhead costs among them, and each such entity shall
     bear its fair share of such expenses.

               (v)  Grantor shall conduct its affairs strictly in
     accordance with its organizational documents, and observe
     all necessary, appropriate and customary partnership or
     corporate formalities, as the case may be, including, but
     not limited to, obtaining any and all consents necessary to
     authorize actions taken or to be taken, and maintaining
     accurate and separate books, records and accounts,
     including, but not limited to, payroll and intercompany
     transaction accounts.

          (m)  Director Consents.  The General Partner of any
entity comprising Grantor which is a partnership, or if such
entity is a limited liability company, the managing member shall
obtain the consent of all its directors to (i) file a bankruptcy
or insolvency petition or otherwise institute insolvency
proceedings or to authorize Grantor to do so, (ii) dissolve,
liquidate, consolidate, merge or sell all or substantially all of
Grantor's assets, (iii) engage in any other business activity, or
(iv) amend its organizational documents.  

          (n)  No Default.  As of the date hereof, Grantor is not
in material default under the terms and provisions of any
Operating Agreement or any Lease. 

          (o)  Collateral As Entirety of Property.  Each Property
and the Personalty located thereon constitutes all of the real
property, equipment and fixtures currently owned by Grantor or
currently used in the operation of the business located on such
Property.

          (p)  No Property Damage.  As of the date hereof, to
Grantor's knowledge, no portion of the Improvements at any
Property has been materially damaged, destroyed or injured by
fire or other casualty which is not now fully restored or in the
process of being restored.

          (q)  Access.  Each Property has adequate access to
public streets, roads or highways as reasonably necessary for the
current use of the Property.

          (r)  Separate Tax Parcels.  Each Property constitutes
one or more separate tax lots, with a separate tax assessment,
independent of any other land or improvements.

          (s)  Utilities.  All utility services necessary for the
operation of each Property have been connected and are available
in adequate capacities directly from utility lines and without
the need for private easements not presently existing.

          32.  No Waiver.  No failure by Beneficiary to insist
upon the strict performance of any term hereof or to exercise any
right, power or remedy consequent upon a breach thereof shall
constitute a waiver of any such term or right, power or remedy or
of any such breach.  No waiver of any breach shall affect or
alter this Mortgage, which shall continue in full force and
effect, or shall affect or alter the rights of Beneficiary with
respect to any other then existing or subsequent breach.

          33.  Non-Recourse Obligations.  Notwithstanding
anything in this Mortgage (other than as set forth in Section 41
hereof), the Notes or the other Loan Documents, no personal
liability shall be asserted or enforceable against (i) Grantor,
(ii) any Affiliate of Grantor, (iii) any Person owning directly
or indirectly, any legal or beneficial interest in Grantor or any
Affiliate of Grantor, or (iv) any partner, principal, officer,
controlling person, beneficiary, trustee, advisor, shareholder,
employee, agent, Affiliate or director of any Persons described
in clauses (i) through (iii) above (collectively, the "Exculpated
Parties") by Beneficiary or Trustee in respect of the
Obligations, this Mortgage, any Notes or any other Loan Document,
or the making, issuance or transfer thereof, all such liability,
if any, being expressly waived by Beneficiary, Trustee, and each
successive holder of any Note and this Mortgage shall accept the
Notes and this Mortgage upon the express condition of this
provision and limitation that in the case of the occurrence and
continuance of an Event of Default, Beneficiary's remedies in its
sole discretion shall be any or all of:

               (i)  Foreclosure of the lien of this Mortgage in
     accordance with the terms and provisions set forth in this
     Mortgage;

               (ii) Action against any other security at any time
     given to secure the payment of the Notes and under the other
     Loan Documents; and

               (iii)  Exercise of any other remedy set forth in
     this Mortgage or any other Loan Document.

          The lien of any judgment against Grantor and any
proceeding instituted on, under or in connection with the Notes
or this Mortgage, or both, shall not extend to any property now
or hereafter owned by Grantor or any Exculpated Party other than
the Net Operating Income from, and the ownership interest of
Grantor in, the Trust Estate and the other security for the
payment of the Notes or this Mortgage.

          Notwithstanding anything in this Mortgage to the
contrary, there shall at no time be any limitation on Grantor's
liability for the payment to Beneficiary of:  (1) condemnation
proceeds or insurance proceeds which Grantor has received and to
which Beneficiary is entitled pursuant to the terms of this
Mortgage or any of the Loan Documents to the extent the same have
not been applied toward payment of sums due under the Notes or
under this Mortgage, or used for the repair or replacement of the
Trust Estate pursuant to this Mortgage, or (2) all loss, damage
and expense as incurred by Beneficiary and arising from any
fraud, or intentional misrepresentation of Grantor, or (3) any
misappropriation of Rents or security deposits by Grantor or any
Affiliate of Grantor.

          34.  Further Assurances.  Grantor, at its own expense,
will execute, acknowledge and deliver all such reasonable further
acts, documents or instruments including security agreements on
any building equipment included or to be included in the Trust
Estate and a separate assignment of each Lease and take all such
actions as Beneficiary from time to time may reasonably request
to better assure, transfer and confirm unto Beneficiary the
rights now or hereafter intended to be granted to Beneficiary
under this Mortgage or the other Loan Documents.  Grantor shall
notify Beneficiary no less than thirty (30) days prior to a
change of address.

          35.  Estoppel Certificates.  Grantor and Beneficiary
each will, from time to time, upon twenty (20) days' prior
written request by the other party, execute, acknowledge and
deliver to the requesting party, in the case of a request to
Beneficiary, a certificate signed by an authorized officer or
officers and in the case of a request to Grantor, an Officer's
Certificate, stating that this Mortgage is unmodified and in full
force and effect (or, if there have been modifications, that this
Mortgage is in full force and effect as modified and setting
forth such modifications) and stating the amount of accrued and
unpaid interest and the outstanding principal amount of the
Notes.  The request for an estoppel certificate from Beneficiary
shall also state either that, to Grantor's best knowledge and
based on no independent investigation, no Default exists
hereunder or, if any Event of Default shall exist hereunder,
specify any Event of Default of which Grantor has actual
knowledge and the steps being taken to cure such Event of
Default.

          36.  Intentionally Omitted.

          37.  Indemnification by Grantor.

               Subject to the provisions of Section 33 hereof,
Grantor will protect, indemnify and save harmless Beneficiary,
and all officers, directors, stockholders, partners, employees,
successors and assigns thereof (collectively, the "Indemnified
Parties") from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses
(including all reasonable attorneys' fees and expenses actually
incurred) imposed upon or incurred by or asserted against the
Indemnified Parties or the Trust Estate or any part of its
interest therein, by reason of the occurrence or existence of any
of the following (to the extent Insurance Proceeds payable on
account of the following shall be inadequate, it being understood
that in no event will the Indemnified Parties be required to
actually pay or incur any costs or expenses as a condition to the
effectiveness of the foregoing indemnity) prior to (i) the
acceptance by Beneficiary of a deed-in-lieu of foreclosure with
respect to the applicable Property, or (ii) the Indemnified
Parties taking possession or control of the applicable Property,
unless caused solely by the actual willful misconduct or gross
negligence of the Indemnified Parties (other than such willful
misconduct or gross negligence imputed to the Indemnified Parties
because of their interest in the Trust Estate):  (1) ownership of
Grantor's interest in the Trust Estate, or any interest therein,
or receipt of any Rents or other sum therefrom, (2) any accident,
injury to or death of any persons or loss of or damage to
property occurring on or about the Trust Estate or any
Appurtenances thereto, (3) any design, construction, operation,
repair, maintenance, use, non-use or condition of the Trust
Estate or Appurtenances thereto, including claims or penalties
arising from violation of any Legal Requirement or Insurance
Requirement, as well as any claim based on any patent or latent
defect, whether or not discoverable by Beneficiary, any claim the
insurance as to which is inadequate, and any Environmental Claim,
(4) any Default under this Mortgage or any of the other Loan
Documents or any failure on the part of Grantor to perform or
comply with any of the material terms of any Lease or Operating
Agreement within the applicable notice or grace periods, (5) any
performance of any labor or services or the furnishing of any
materials or other property in respect of the Trust Estate or any
part thereof, (6) any negligence or tortious act or omission on
the part of Grantor or any of its agents, contractors, servants,
employees, sublessees, licenses or invitees, (7) any contest
referred to in Section 7(c) hereof, (8) any obligation or
undertaking relating to the performance or discharge of any of
the terms, covenants and conditions of the landlord contained in
the Leases or (9) the presence at, in or under any Property or
the Improvements thereon of any Hazardous Substance in violation
of any Legal Requirement.  Any amounts the Indemnified Parties
are legally entitled to receive under this Section 37 which are
not paid within ten (10) Business Days after written demand
therefor by the Indemnified Parties or Beneficiary, setting forth
in reasonable detail the amount of such demand and the basis
therefor, shall bear interest from the date of demand at the
Default Rate, and shall, together with such interest, be part of
the Indebtedness and secured by this Mortgage.  In case any
action, suit or proceeding is brought against the Indemnified
Parties by reason of any such occurrence, Grantor shall at
Grantor's expense resist and defend such action, suit or
proceeding or will cause the same to be resisted and defended by
counsel at Grantor's reasonable expense for the insurer of the
liability or by counsel designated by Grantor (unless reasonably
disapproved by Beneficiary promptly after Beneficiary has been
notified of such counsel); provided, however, that nothing herein
shall compromise the right of Beneficiary (or any Indemnified
Party) to appoint its own counsel at Grantor's expense for its
defense with respect to any action which in its reasonable
opinion presents a conflict or potential conflict between
Beneficiary and Grantor that would make such separate
representation advisable; provided further that if Beneficiary
shall have appointed separate counsel pursuant to the foregoing,
Grantor shall not be responsible for the expense of additional
separate counsel of any Indemnified Party unless in the
reasonable opinion of Beneficiary a conflict or potential
conflict exists between such Indemnified Party and Beneficiary. 
So long as Grantor is resisting and defending such action, suit
or proceeding as provided above in a prudent and commercially
reasonable manner, Beneficiary and the Indemnified Parties shall
not be entitled to settle such action, suit or proceeding and
claim the benefit of this Section 37 with respect to such action,
suit or proceeding and Beneficiary agrees that it will not settle
any such action, suit or proceeding without the consent of
Grantor; provided, however, that if Beneficiary reasonably
determines that Grantor is not diligently defending such action,
suit or proceeding in a prudent and commercially reasonable
manner as provided above, and has provided Grantor with thirty
(30) days' prior written notice, or shorter period if mandated by
the requirements of applicable law, and opportunity to correct
such determination, Beneficiary may settle such action, suit or
proceeding subject only to Grantor's consent which shall not be
unreasonably withheld or delayed, and claim the benefit of this
Section 37 with respect to settlement of such action, suit or
proceeding.  Any Indemnified Party will give Grantor prompt
notice after such Indemnified Party obtains actual knowledge of
any potential claim by such Indemnified Party for indemnification
hereunder.

          38.  Release of Property.  (a)  If Grantor shall pay or
cause to be paid, the principal of and interest on the Notes in
full at maturity or as permitted in accordance with the terms
thereof and all other Indebtedness payable to Beneficiary
hereunder by Grantor or secured hereby or by the other Loan
Documents and all of the payment Obligations shall have been
performed, then this Mortgage and all the other Loan Documents
shall be discharged and satisfied or assigned (to Grantor or to
any other Person at Grantor's direction and without
representation or warranty by, or recourse to, Beneficiary), at
Grantor's option, without warranty (except that Beneficiary shall
be deemed to have represented that such release and termination
or reassignment has been duly authorized and that it has not
assigned or encumbered this Mortgage or the other Loan
Documents), at the expense of Grantor upon its written request. 
Concurrently with such release and satisfaction or assignment of
this Mortgage and all the other Loan Documents, Beneficiary will
return to Grantor the Notes and all insurance policies relating
to the Trust Estate which may be held by Beneficiary, any amounts
held in escrow pursuant to this Mortgage or the Cash Collateral
Agreement, if applicable, or otherwise, and any part of the Trust
Estate or other Collateral that may be in its possession and, on
the written request and at the expense of Grantor, will execute
and deliver such instruments of conveyance, assignment and
release (including appropriate UCC-3 termination statements)
prepared by Grantor and as may reasonably be requested by Grantor
to evidence such release and satisfaction, or assignment, and any
such instrument, when duly executed by Beneficiary and, if
appropriate, duly recorded by Grantor in the places where this
Mortgage and each other Loan Document is recorded, shall
conclusively evidence the release and satisfaction or assignment
of this Mortgage and the other Loan Documents.

               (b)  Grantor shall be entitled to have one (1) or
more of the Properties released from the Lien of this Mortgage
from and after the date which is two years from the date of this
Mortgage, provided that all of the conditions set forth below
have been satisfied. The release of any Property shall be subject
to the satisfaction of the following conditions:

          (i)       Beneficiary shall have received from Grantor
                    at least 30 days' prior written notice of the
                    date proposed for such release (the "Release
                    Date");

          (ii)      No Event of Default shall have occurred and
                    be continuing as of the date of such notice
                    and the Release Date;

         (iii)      Grantor shall deliver to Beneficiary
                    (pursuant to and in accordance with the
                    provisions of Sections 46 and 47 hereof) on
                    the Release Date, Defeasance Collateral in
                    such amount as shall satisfy (A) the Minimum
                    Defeasance Collateral Requirement for such
                    Property with respect to a release of less
                    than all the Properties or (B) the Total
                    Defeasance Collateral Requirement with
                    respect to a release of all of the
                    Properties; provided, however, that in the
                    event of a release of any of the Property
                    commonly known as (x) The Mall at Cross
                    County located in Yonkers, Westchester
                    County, New York, (y) Whitehall Square
                    located in Whitehall, Lehigh County,
                    Pennsylvania, or (z) Bethlehem Square located
                    in Bethlehem, Northampton County,
                    Pennsylvania (each a "Specified Property"),
                    the Release Price shall be equal to 150% of
                    the Allocated Loan Amount for each Specified
                    Property to be released, unless prior to the
                    release of such Specified Property the Rating
                    Agency has delivered its written affirmation
                    to the Grantor that the ratings of the
                    Certificates immediately prior to such
                    release will not be qualified, downgraded or
                    withdrawn as a result of such release which
                    affirmation may be granted or withheld in the
                    Rating Agency's sole and absolute discretion;
                    and provided, further, that if the Rating
                    Agency shall issue such an affirmation the
                    Release Price for such Specified Property
                    shall be equal to 125% or 135% of the
                    Allocated Loan Amount, as the case may be, or
                    such other percentage (not less than 125%) of
                    the Allocated Loan Amount as may be
                    acceptable to the Rating Agency;

          (iv)      Grantor shall have delivered to Beneficiary
                    an Officer's Certificate, dated the Release
                    Date, confirming the matters referred to in
                    clause (ii) above, certifying that the
                    provisions of clause (iii) above have been
                    complied with and certifying that all condi-
                    tions precedent for such release contained in
                    this Mortgage have been complied with; and

          (v)       Grantor, at its sole cost and expense, shall
                    have delivered to Beneficiary, one or more
                    endorsements to the mortgagee policy of title
                    insurance delivered to Beneficiary on the
                    date hereof in connection with this Mortgage
                    insuring that, after giving effect to such
                    release, (x) the Liens created hereby and
                    insured thereunder are first priority Liens
                    on the respective remaining Properties
                    subject only to the Permitted Encumbrances
                    applicable to the remaining Properties and
                    (y) that such policy is in full force and
                    effect and unaffected by such release,
                    provided that such endorsements are available
                    at a nominal cost (without additional
                    premium).

         (vi)       After giving effect to such proposed release,
                    the Debt Service Coverage Ratio would be not
                    less than (A) the greater of the Debt Service
                    Coverage Ratio without giving effect to such
                    release and 1.60:1 with respect to each of
                    the first seven Properties which are released
                    and (B) the greater of the Debt Service
                    Coverage Ratio without giving effect to such
                    release and 1.75:1 with respect to each
                    Property thereafter; 

         (vii)      Beneficiary and the Rating Agency shall have
                    received from Grantor with respect to the
                    matters referred to in clause (vi), (x)
                    statements of the Net Operating Income and
                    Debt Service (both on a consolidated basis
                    and separately for the applicable
                    Property(ies) to be released) for the
                    applicable measuring period, (y) based on the
                    foregoing statements of Net Operating Income
                    and Debt Service, calculations of the Debt
                    Service Coverage Ratio both with and without
                    giving effect to the proposed release and (z)
                    calculations of the ratios referred to in
                    such clause (vi), accompanied by an Officers'
                    Certificate stating that such statements,
                    calculations and information are true,
                    correct, and complete in all material
                    respects; and

        (viii)      Grantor shall have reimbursed Beneficiary,
                    Servicer and Trustee for all reasonable costs
                    and expenses actually incurred (including
                    reasonable attorneys' fees and disbursements)
                    in connection with a Property Release
                    pursuant to this Section 38.

               Upon or after the delivery of Defeasance
Collateral in accordance with Section 38(b)(iii) hereof and in
the case of clause (y), the satisfaction of all other conditions
provided for herein in Sections 46 and 47) the notice required
pursuant to subsection (i) above, Beneficiary shall effectuate
the following (hereinafter referred to as a "Property Release"): 
the security interest of Beneficiary in this Mortgage and other
Loan Documents relating to the released Property shall be
released from the Lien of this Mortgage and Beneficiary will
execute and deliver any agreements reasonably requested by
Grantor to release and terminate or reassign, at Grantor's
option, this Mortgage as to the released Property; provided, that
such release and termination or reassignment shall be without
recourse to Beneficiary (except as contemplated hereby) and
without any representation or warranty except that Beneficiary
shall be deemed to have represented that such release and
termination or reassignment has been duly authorized and that it
has not assigned or encumbered this Mortgage or the other Loan
Documents relating to the released Property (except as
contemplated hereby) and Beneficiary shall return the originals
of any Loan Documents that relate solely to the released Property
to Grantor; provided, further, that upon the release and
termination or reassignment of Beneficiary's security interest in
this Mortgage relating to the released Property all references
herein to this Mortgage relating to the released Property shall
be deemed deleted, except as otherwise provided herein with
respect to indemnities.

          39.  Rating Agency Monitoring.  Until the Obligations
are paid in full, Grantor shall provide the Rating Agency with
all financial reports required hereunder and such other
information as it shall reasonably request to enable it to
continuously monitor the creditworthiness of Grantor and to
permit an annual surveillance of the implied credit rating of
certain securities secured by a pledge of the Notes and shall pay
all Rating Agency monitoring and review fees.

          40.  Environmental Matters.

          (a)  Representations.  Grantor hereby represents and
warrants that except as set forth in the reports listed on
Exhibit B hereto (the "Environmental Reports"), (i) Grantor has
not engaged in or knowingly permitted any operations or
activities upon, or any use or occupancy of any Property, or any
portion thereof, for the purpose of or in any way involving the
handling, manufacture, treatment, storage, use, generation,
release, discharge, refining, dumping or disposal of any
Hazardous Substances on, under, in or about the Property, or
transported any Hazardous Substances to, from or across the
Property, except in all cases in material compliance with
Environmental Requirements and only in the course of legitimate
business operations at the Property; (ii) to Grantor's knowledge,
no tenant, occupant or user of any Property, nor any other
person, has during Grantor's ownership of such Property, engaged
in or permitted any operations or activities upon, or any use or
occupancy of the Property, or any portion thereof, for the
purpose of or in any material way involving the handling,
manufacture, treatment, storage, use, generation, release,
discharge, refining, dumping or disposal of any Hazardous
Substances on, in or about the Property, or transported any
Hazardous Substances to, from or across the Property, except in
all cases in material compliance with Environmental Requirements
and only in the course of legitimate business operations at the
Property; (iii) to Grantor's knowledge, no Hazardous Substances
are presently constructed, deposited, stored, or otherwise
located on, under, in or about any Property except in material
compliance with Environmental Requirements; (iv) to Grantor's
knowledge, no Hazardous Substances have migrated from any
Property upon or beneath other properties which would reasonably
be expected to result in material liability for Grantor; and (v)
to Grantor's knowledge, no Hazardous Substances have migrated or
threaten to migrate from other properties upon, about or beneath
any Property which would reasonably be expected to result in
material liability for Grantor.

          (b)  Covenants.  Subject to Grantor's right to contest
under Section 7(c) hereof, Grantor covenants and agrees with
Beneficiary that it shall comply with all Environmental Laws.  If
at any time during the continuance of the Lien of this Mortgage,
a Governmental Authority having jurisdiction over the Trust
Estate requires remedial action to correct the presence of
Hazardous Materials in, around, or under any Property (an
"Environmental Event"), Grantor shall deliver prompt notice of
the occurrence of such Environmental Event to Beneficiary and the
Rating Agency.  Within (30) thirty days after Grantor has
knowledge of the occurrence of an Environmental Event, Grantor
shall deliver to Beneficiary an Officer's Certificate (an
"Environmental Certificate") identifying the Environmental Event
in reasonable detail and setting forth the proposed remedial
action, if any.

          (c)  Environmental Indemnification.  Grantor shall
protect, indemnify, save, defend and hold harmless Beneficiary
and all officers, directors, stockholders, partners, employees,
successors and assigns thereof (collectively, the "Indemnified
Environmental Parties") from and against any and all liability,
loss, damage, actions, causes of action, costs or expenses
whatsoever (including reasonable attorneys' fees and expenses)
and any and all claims, suits and judgments which any Indemnified
Environmental Party may suffer, as a result of or with respect
to:  (a) any Environmental Claim relating to or arising from such
Property; (b) the violation of any Environmental Law in
connection with such Property; (c) any release, spill, or the
presence of any Hazardous Substances affecting such Property; and
(d) the presence at, in, on or under, or the release, escape,
seepage, leakage, discharge or migration at or from, such
Property of any Hazardous Substances, whether or not such
condition was known or unknown to Grantor; provided that, in each
case, Grantor may be relieved of its obligation under this
subsection if any of the matters referred to in clauses (a)
through (d) above did not occur (but need not have been
discovered) prior to (1) the foreclosure of this Mortgage with
respect to such Property, (2) the delivery by Grantor to
Beneficiary of a deed-in-lieu of foreclosure with respect to such
property, or (3) Beneficiary's taking possession and control of
such Property after the occurrence of an Event of Default
hereunder and such obligation is a result of the acts or
omissions of any Indemnified Party.  If any such action or other
proceeding shall be brought against Beneficiary, upon written
notice from Grantor to Beneficiary (given reasonably promptly
following Beneficiary's notice to Grantor of such action or
proceeding), Grantor shall be entitled to assume the defense
thereof, at Grantor's expense, with counsel reasonably acceptable
to Beneficiary; provided, however, Beneficiary may, at its own
expense, retain separate counsel to participate in such defense,
but such participation shall not be deemed to give Beneficiary a
right to control such defense, which right Grantor expressly
retains.  Notwithstanding the foregoing, each Indemnified
Environmental Party shall have the right to employ separate
counsel at Grantor's expense if, in the reasonable opinion of
legal counsel, a conflict or potential conflict exists between
the Indemnified Environmental Party and Grantor that would make
such separate representation advisable.

          41.  Recourse Nature of Certain Indemnifications. 
Notwithstanding anything to the contrary provided in this
Mortgage or in any other Loan Document, the indemnification
provided in Section 40(c) hereof shall be fully recourse to
Grantor (but not to (i) any Affiliate of Grantor, (ii) any Person
owning directly or indirectly, any legal or beneficial interest
in Grantor or any Affiliate of Grantor, or (iii) any partner,
principal, officer, controlling person, beneficiary, trustee,
advisor, shareholder, employee, agent, Affiliate or director of
Grantor or of any Persons described in clauses (i) through (ii)
above) and shall be independent of, and shall survive, the
discharge of the Indebtedness, the release of the Lien created
under this Mortgage, and/or the conveyance of title to any
Property to Beneficiary or any purchaser or designee in
connection with a foreclosure of this Mortgage or conveyance in
lieu of foreclosure.

          42.  Counterparts.  This Mortgage may be executed in
one or more counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the
same instrument.

          43.  Merger, Conversion, Consolidation or Succession to
Business of Beneficiary.  Any corporation into which Beneficiary
may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or
consolidation to which Beneficiary shall be a party, or any
corporation succeeding to all or substantially all the corporate
trust business of Beneficiary, shall be the successor of
Beneficiary hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties
hereto.  Beneficiary shall provide the Rating Agency with written
notice of any merger or conversion to be undertaken pursuant to
this Section 43 no less than 30 days prior to such merger or
conversion.  

          44.  No Endorsement.  Beneficiary shall not become or
be considered to be an endorser, co-maker or co-obligor on any
Notes or on any obligation of Grantor secured by this Mortgage or
otherwise.

          45.  Substitute Property.

          (a)  Generally.  At any time and from time to time,
Grantor may, subject to the conditions in this Section 45,
substitute a property (a "Substitute Property") for an existing
Property up to a maximum of five such Properties (a "Replaced
Property") or Defeasance Collateral.  From and after the
substitution of a Substitute Property in accordance herewith,
such Substitute Property shall thereafter be deemed a Property
under this Mortgage, and the Allocated Loan Amount of such
Substitute Property shall be the same as the Allocated Loan
Amount of the Replaced Property, except as otherwise provided in
Section 46(b) below.  In the event of a substitution, the Notes
shall remain in full force and effect, and either a new Mortgage
encumbering the Substitute Property (the "Substitute Mortgage")
shall be executed and delivered by Grantor to Beneficiary or a
counterpart original of this Mortgage, modified as necessary,
shall be executed and delivered by Grantor to Beneficiary to
encumber the Substitute Property and the remainder of the Trust
Estate.  Concurrently with the completion of all steps necessary
to substitute a Substitute Property as provided herein,
Beneficiary shall execute or cause to be executed all such
documents requested by Grantor as are necessary or appropriate
(i) to release all Liens granted to Beneficiary and affecting the
Replaced Property, and (ii) to cause the Substitute Mortgage to
be cross-collateralized and cross-defaulted with this Mortgage. 
Grantor shall prepare at its expense all such documents.

          (b)  Substitute Property Requirements.  To qualify as a
Substitute Property, the property must, at the time of
substitution:

               (i)  be a property as to which Grantor will hold
          good and insurable fee or, subject to the Beneficiary's
          right to approve the terms and provisions of any ground
          lease, leasehold title free and clear of any lien or
          other encumbrance except for Permitted Encumbrances and
          easements, restrictive covenants and other title
          exceptions and Leases which do not have a material
          adverse effect on the utility or value of such property
          for its current use;

               (ii) be free and clear, as shall be demonstrated
          in an environmental report issued by a recognized
          environmental consultant at Grantor's expense and in
          form and substance reasonably acceptable to
          Beneficiary, of Hazardous Substance except for nominal
          amounts of any such substances commonly incorporated in
          or used in the operation of properties similar to the
          Properties (in either case in compliance with all
          Environmental Laws), all as certified by such
          consultant;

               (iii)  be in reasonably good repair and condition,
          as shall be certified by an Officer's Certificate of
          Grantor in form and substance reasonably acceptable to
          Beneficiary;

               (iv) be in compliance, in all material respects,
          with Legal Requirements and Insurance Requirements, as
          shall be certified in an Officer's Certificate in form
          and substance reasonably acceptable to Beneficiary;

               (v)  (as evidenced by two appraisals prepared by
          Independent Appraisers selected by Beneficiary
          performed at Grantor's expense) have a fair market
          value and Net Operating Income per square foot no less
          than the greater of 

                    (1)  the fair market value and Net Operating
                    Income per square foot of the Replaced
                    Property as of the date hereof, and

                    (2)  the fair market value and Net Operating
                    Income per square foot of the Replaced
                    Property immediately prior to the
                    Substitution.

          (c)   Conditions to Substitution.  In addition to the
conditions in this Section 45 above, substitution of any Property
pursuant to this Section 45 shall be subject to the satisfaction
of the following, all of which shall be prepared or obtained at
Grantor's expense:

               (i)  receipt by Beneficiary and the Rating Agency
          of written notice thereof from Grantor at least thirty
          (30) days before the date of the proposed substitution
          (the "Substitution Date"), together with (1) written
          evidence that the property proposed to be a Substitute
          Property complies with Section 45 above and (2) such
          other information, including financial information, as
          Beneficiary or the Rating Agency may request;

               (ii) Beneficiary's receipt of written affirmation
          from the Rating Agency that the credit ratings of the
          Certificates immediately prior to such substitution
          will not be qualified, downgraded or withdrawn as a
          result of such substitution, which affirmation may be
          granted or withheld in the Rating Agency's sole and
          absolute discretion;

               (iii)  delivery to Beneficiary of an Opinion of
          Counsel opining as to the enforceability of the
          Substitute Mortgage with respect to the Substitute
          Property in substantially the same form and substance
          as the opinion concerning enforceability originally
          delivered at the Closing Date in connection with the
          Replaced Property, with reasonable allowance for
          variations in applicable state law and a
          Nondisqualification Opinion and a Tax Opinion;

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

               (v)  the representations and warranties set forth
          in this Mortgage and the Loan Documents applicable to
          the Replaced Property shall be true and correct (except
          as to title exceptions) as to the Substitute Property
          on the Substitution Date in all material respects;

               (vi) delivery to Beneficiary of a copy of the
          Partnership Agreement or other organizational
          documentation of Grantor and all amendments thereto, or
          in the case of any leasehold property a copy of the
          ground lease, in each case certified as true, complete
          and correct by the managing general partner; a
          certificate from the Secretary of State or other
          applicable state official or officer in Grantor's
          jurisdiction of formation certifying that it is duly
          formed and in good standing (with tax clearance, if
          applicable), if available, certificates from the
          Secretary of State of the state in which the Substitute
          Property is located, certifying as to Grantor's good
          standing as a limited partnership in such state (with
          tax clearance, if applicable); delivery by the managing
          general partner of Grantor of a certificate, dated the
          Substitution Date and signed on behalf of its Secretary
          or Assistant Secretary, certifying the names of the
          officers of the managing general partner authorized to
          execute and deliver, in the name and on behalf of
          Grantor, the Substitute Mortgage and the other Loan
          Documents to which Grantor is a party, together with
          the original (not photocopied) signatures of such
          officers;

               (vii)  delivery to Beneficiary of an Officer's
          Certificate certifying to the veracity of the
          statements in Subsections 45(a)(ii)(B), 45(a)(ii)(C),
          45(a)(ii)(D), 45(a)(iii)(E) and 45(a)(iii)(F) hereof;

               (viii) delivery to Beneficiary in form and
          substance satisfactory to Beneficiary of originals of
          the following:

                    (1)  a Substitute Mortgage or an amendment to
                    this Mortgage, duly executed and acknowledged
                    by Grantor;

                    (2)  a substitute assignment of leases and
                    rents with respect to the Substitute Property
                    or an amendment to the Assignment of Leases,
                    duly executed and acknowledged by Grantor,
                    assigning and transferring to Beneficiary a
                    first priority security interest in all
                    rents, revenues, issues, profits and proceeds
                    arising under the Leases relating to the
                    Substitute Property, subject to the Permitted
                    Encumbrances;

                    (3)  a title insurance policy issued by the
                    Title Company or another title insurance
                    company reasonably acceptable to Beneficiary
                    in the amount equal to the Allocated Loan
                    Amount (so long as a "tie-in" endorsement
                    shall be available, otherwise in the amount
                    of 125% of the Allocated Loan Amount)
                    containing such affirmative coverage
                    reasonably acceptable to Beneficiary
                    available at commercially reasonable rates
                    insuring that the Substitute Mortgage creates
                    a valid first lien on Grantor's fee title in
                    the Substitute Property subject to the
                    Permitted Encumbrances, or if the
                    substitution is accomplished by modification
                    of this Mortgage an endorsement to the
                    original title policy insuring this Mortgage
                    and an original title insurance policy
                    endorsement, if available at a nominal cost
                    (without additional premium), insuring that
                    Beneficiary's perfected first priority
                    interest in and to the other Properties in
                    the Trust Estate is unaffected by such
                    modification;

                    (4)  a current as-built land title survey and
                    a certificate from a professional licensed
                    land surveyor with respect to such Substitute
                    Property, certified to the Title Company and
                    Beneficiary, and showing the location,
                    dimensions and area of each parcel of the
                    Substitute Property, including all existing
                    buildings and improvements, utilities,
                    parking areas and spaces, internal streets,
                    if any, external streets, rights-of-way, as
                    well as any easements, setback violations or
                    encroachments on such Substitute Property and
                    identifying each item with its corresponding
                    exception, if any, in the title policy re-
                    lating thereto and otherwise reasonably
                    acceptable to Beneficiary.  Each survey shall
                    contain the original signature and seal of
                    the surveyor and any additional matter re-
                    quired by the title companies.  In addition,
                    Grantor shall provide with respect to each
                    Substitute Property a certificate of a
                    professional land surveyor to the effect that
                    the Improvements located upon such Substitute
                    Property are not located in a flood plain
                    area, or, if such Substitute Property is in a
                    flood plain area, Grantor shall deliver on
                    the Closing Date evidence of flood insurance;

                    (5)  Uniform Commercial Code financing state-
                    ments (Form UCC-1) (or other forms required
                    in any jurisdiction), duly executed by
                    Grantor, covering all fixtures, Building
                    Equipment and other personal property collat-
                    eral and all proceeds thereof, naming Grantor
                    as debtor and Beneficiary as secured party; 

                    (6)  insurance certificates issued by
                    insurance companies reasonably satisfactory
                    to Beneficiary evidencing the insurance
                    coverage required under Section 5 hereof; and

                    (7)  payment of all costs and expenses
                    anticipated to be incurred in connection with
                    such substitution, including (x)
                    reimbursement of Beneficiary's reasonable
                    costs, title premiums, mortgage recording
                    taxes, transfer taxes, recording fees, and
                    reasonable attorneys' fees and disbursements
                    actually incurred, and (y) reimbursement of
                    Servicer's reasonable internal costs and
                    expenses; provided, that such costs and
                    expenses shall not exceed an amount equal to
                    1% of the Allocated Loan Amount of the
                    Substituted Property.

          46.  Defeasance.

               (a)  With respect to either (i) a Property Release
with respect to which Grantor proposes to deliver Defeasance Col-
lateral pursuant to Section 38(b) hereof or (ii) a release of the
Lien of this Mortgage with respect to all of the Properties
pursuant to Section 38(b) hereof other than in connection with a
total prepayment or repayment on the Maturity Date (each, a
"Defeasance"), the Grantor shall deposit Defeasance Collateral in
accordance with subsection (b) below to the Defeasance Collateral
Account.  In no event shall the deliverance of Defeasance
Collateral cause the Grantor to be released from its obligations
to make payments of principal and interest on the Notes.

               (b)  The Defeasance shall be permitted at such
time as all of the following events shall have occurred:

                    (i)  the Defeasance Collateral Account shall
     have been established pursuant to Section 47 hereof;

                    (ii)   if the Mortgage Loan is held by a
     REMIC, a period of more than two years shall have elapsed
     since the date on which the Mortgage Loan is deposited into
     such REMIC;

                    (iii)  Grantor shall have delivered or caused
     to have been delivered to Beneficiary the Defeasance
     Collateral for deposit into the Defeasance Collateral
     Account such that it will satisfy either (A) the Minimum
     Defeasance Collateral Requirement with respect to a release
     of less than all of the Properties or (B) the Total
     Defeasance Collateral Requirement with respect to a release
     of all of the Properties, as the case may be, at the time of
     delivery and all such Defeasance Collateral, if in regis-
     tered form, shall be registered in the name of Beneficiary
     or its nominee for the benefit of the Holders (and, if
     registered in nominee name endorsed to Beneficiary or in
     blank) and, if issued in book-entry form, the name of
     Beneficiary or its nominee shall appear as the owner of such
     securities for the benefit of the Holders on the books of
     the Federal Reserve Bank or other party maintaining such
     book-entry system;

                    (iv)  Grantor shall have granted or caused to
     have been granted to Beneficiary for the ratable benefit of
     the Holders a valid perfected first priority security inter-
     est in the Defeasance Collateral and all proceeds thereof;

                    (v)  Grantor shall have delivered or caused
     to be delivered to Beneficiary an Officers' Certificate,
     dated as of the date of such delivery (x) that sets forth
     the aggregate face amount or unpaid principal amount, in-
     terest rate and maturity of all such Defeasance Collateral,
     a copy of the transaction journal, if any, or such other
     notification, if any, published by or on behalf of the
     Federal Reserve Bank or other party maintaining a book-entry
     system advising that Beneficiary or its nominee is the owner
     of such securities issued in book-entry form, and (y) to the
     following effect that states that:

                      (A) Grantor owns the Defeasance Collateral
               being delivered to Beneficiary free and clear of
               any and all Liens, security interests or other
               encumbrances, and has not assigned any interest or
               participation therein (or, if any such interest or
               participation has been assigned, it has been re-
               leased), and Grantor has full power and authority
               to pledge such Defeasance Collateral to Benefi-
               ciary;

                      (B) such Defeasance Collateral consists
               solely of Defeasance Eligible Investments; 

                      (C) such Defeasance Collateral satisfies
               the Minimum Defeasance Collateral Requirement or
               the Total Defeasance Collateral Requirement, as
               the case may be, determined as of the date of de-
               livery;

                      (D) the Defeasance contemplated hereby will
               not give rise to an Event of Default; and

                      (E) the information set forth in the sched-
               ule attached to such Officers' Certificate is cor-
               rect and complete as of the date of delivery (such
               schedule, which shall be attached to and form a
               part of such Officers' Certificate, shall demon-
               strate satisfaction of the requirement set forth
               in clause (C) above, in a form reasonably
               acceptable to Beneficiary);

                    (vi)  Grantor shall have delivered or caused
     to be delivered to Beneficiary (A) an Opinion of Counsel
     that Beneficiary has been granted a perfected security
     interest in the Defeasance Collateral, (B) a Tax Opinion,
     (C) if the Mortgage Loan at such time is included in a
     REMIC, a Nondisqualification Opinion, and (D) in the event
     the aggregate of amounts previously defeased and currently
     subject to a Defeasance equals or exceeds in the aggregate
     an amount equal to 40% of the Loan Amount, an additional
     Opinion of Counsel, to the effect that Beneficiary will not
     be required to be registered under the Investment Company
     Act as a result of such Defeasance; and 

                    (vii)  Grantor shall have delivered or cause
     to be delivered to Beneficiary a statement confirming that
     the Defeasance Collateral is sufficient to satisfy (A) the
     Minimum Defeasance Collateral Requirement with respect to a
     release of less than all of the Properties or (B) the Total
     Defeasance Collateral Requirement with respect to a release
     of all the Properties, as the case may be, from either an
     Independent Accountant, an investment banking firm, a
     commercial bank, or other third party having expertise in
     buying, selling or evaluating securities that would qualify
     as Defeasance Eligible Investments; and

                    (viii)  Grantor shall have delivered or
caused to be delivered to Beneficiary such other documents and
certificates as Beneficiary may reasonably request in connection
with demonstrating that Grantor has satisfied the provisions of
this Section 46(b).

               (c)  For purposes of determining whether suffi-
cient amounts are on deposit in the Defeasance Collateral
Account, there shall be included only payments of principal and
predetermined and certain income thereon (determined without
regard to any reinvestment of such amounts) that will occur on a
stated date for a stated payment on or before the dates when such
amounts may be required to be applied to pay the principal and
interest when due on the Notes.

               (d)  If at any time prior to the Defeasance of the
Lien of this Mortgage with respect to all of the Properties Gran-
tor shall have delivered Defeasance Collateral to Beneficiary,
Grantor, at its sole option, may elect to substitute one or more
Substitute Properties for all or any portion of the Defeasance
Collateral.  If Grantor shall so elect, Grantor shall comply with
the provisions of Section 45 hereof as to the Substitute Property
and, upon compliance with such Section 45, Beneficiary shall
deliver to Grantor Defeasance Collateral, free and clear of all
Liens, in an amount equal to the Minimum Defeasance Collateral
Requirement that would have been attributable to such Substitute
Property as of the Substitution Date.

               (e)  Grantor shall have the right to transfer its
interest in and to any Defeasance Collateral pledged to the
Agent, together with its obligations in respect of the Loan to
any Person (a "Successor Grantor") provided, that (i) Grantor
shall have delivered a Tax Opinion to Beneficiary in respect of
such transfer; (ii) such Successor Grantor assumes the
obligations of Grantor under this Mortgage; (iii) such Successor
Grantor complies with the covenants set forth in Section 4 and
Section 31(1) of this Mortgage; and (iv) Grantor shall have
delivered a Nonconsolidation Opinion in respect of such Successor
Grantor to the Rating Agency and the Beneficiary.

          47.  Defeasance Collateral Account.

               (a)  On or before the date on which Grantor
delivers Defeasance Collateral to Beneficiary pursuant to Section
46 hereof, Grantor shall open at any Approved Bank or Banks at
the time and acting as custodian for Beneficiary, a defeasance
collateral account (the "Defeasance Collateral Account") which
shall at all times be an Eligible Account (as defined in the Cash
Collateral Agreement), in which Grantor shall grant to
Beneficiary or reconfirm the grant to Beneficiary of a security
interest as part of the Trust Estate hereunder.  Should Grantor
open the Defeasance Collateral Account at a bank or banks other
than an Approved Bank, such Defeasance Collateral Account must be
maintained as a segregated trust account.  The Defeasance Collat-
eral Account shall contain (i) all Defeasance Collateral deliv-
ered by Grantor pursuant to Sections 38, 46 and 47 hereof, (ii)
all payments received on Defeasance Collateral held in the
Defeasance Collateral Account and (iii) all income or other gains
from investment of moneys or other property deposited in the
Defeasance Collateral Account, provided, however, that (x) any
sums earned on any Defeasance Collateral, which sums were not
included in the determination of the Minimum Defeasance
Collateral Requirement or the Total Defeasance Collateral, as the
case may be, shall be paid monthly by Beneficiary into the
Collection Account to be held in accordance with the Cash Col-
lateral Agreement, and (y) any sums earned on any Defeasance
Collateral representing the difference between the assumed
interest on the Notes at the Default Rate and the lesser, if
applicable, of the actual interest on the Notes for the quarter
prior to the preceding Due Date shall be paid quarterly to the
Collection Account.  All such amounts, including all income from
the investment or reinvestment thereof, shall be held by Bene-
ficiary as part of the Trust Estate, subject to withdrawal by
Beneficiary for the purposes set forth in this Section 47. 
Grantor shall be the owner of the Defeasance Collateral Account
and shall report all income accrued on Defeasance Collateral for
federal, state and local income tax purposes in its income tax
return.

               (b)  Beneficiary shall withdraw, draw on or
collect and apply the amounts that are on deposit in the Defea-
sance Collateral Account to pay when due the principal and all
installments of interest and principal on the Notes and other
amounts due under the Loan Documents.

               (c)  Funds and other property in the Defeasance
Collateral Account shall not be commingled with any other monies
or property of Grantor or any Affiliate of Grantor.

               (d)  Beneficiary shall not in any way be held
liable by reason of any insufficiency in the Defeasance Collat-
eral Account.

          48.  Reserves.  (a)  On the 20th day of July, 1996 and
on the 20th day of every month thereafter Beneficiary will
instruct Agent to withdraw from the Collection Account to the
extent funds are available therefor and deposit into the Capital
and TI Reserve Account, a sum equal to the result obtained after
dividing (i) an amount equal to $0.25 per square foot of the
gross leasable area of the Mortgaged Property by (ii) twelve
(such funds, together with all investment income earned thereon,
are referred to herein as the "Monthly Capital and TI Reserve
Amount"); provided, that to the extent funds are not available in
a given month to deposit such amount in the Capital and TI
Reserve Account, to the extent funds are available on deposit in
the Collection Account, the amount of such monthly shortfall
shall be deposited in the next succeeding month or any month
thereafter until such time as the monthly shortfall has been
reduced to zero.  Portions of the Capital and TI Reserve Account
shall be disbursed by Agent to Grantor pursuant to instructions
from Beneficiary not more frequently than once per month,
provided no Event of Default shall have occurred and be
continuing, upon delivery by Grantor to Beneficiary of an
Officer's Certificate stating that Grantor has incurred costs
associated with capital improvements, repairs, alterations,
tenant improvements and leasing commissions as described therein,
and pursuant to invoices attached thereto, other than those set
forth on Schedule 3.  Within five (5) Business Days of receipt of
such certification, Beneficiary shall instruct Agent to disburse
to Grantor an amount equal to that requested by Grantor.

               (b)  The monthly amount to be deposited each month
in the Capital and TI Reserve Account has been initially
determined based upon a gross leasable area (the "GLA") for all
of the Properties of 3,925,301 square feet.  If the GLA decreases
or increases by an amount greater than 1%, as indicated in the
leasing reports delivered by the Grantor to the Beneficiary and
the Rating Agency pursuant to Section 14(c), the monthly amount
to be deposited in the Capital and TI Reserve Account pursuant to
Section 48(a) shall be recalculated to reflect the increase or
decrease in GLA and the recalculated amount shall be deposited in
the Capital and TI Reserve Account commencing with the monthly
deposit to be made on the 20th day of the first month occurring
after the delivery of such leasing report.

               (c)  On the 20th day of July, 1996 and on the 20th
day of every month thereafter, Beneficiary will instruct Agent to
withdraw from the Collection Account to the extent funds are
available therefor and deposit into the Sinking Fund Account
established pursuant to the Cash Collateral Agreement, the sum of
$11,000, until such time as the aggregate amount in the Sinking
Fund Account, together with all investment income earned thereon
equals or exceeds the sum of $786,000.  Amounts on deposit in the
Sinking Fund Account shall, unless an Event of Default has
occurred and is continuing, be returned to the Grantor on the
earlier of (i) the date of the release or substitution of the
Mortgaged Property located in Orange, Connecticut in accordance
with the provisions of this Mortgage and (ii) repayment in full
of the Loan.  If an Event of Default shall have occurred and be
continuing, amounts deposited in the Sinking Fund should be
applied as provided in the Cash Collateral Agreement.

          49.  Modification of Operating Agreements.  Grantor
shall be permitted to enter into amendments and modifications to
any Operating Agreement without Beneficiary's consent provided
that (a) no Event of Default has occurred and is then continuing,
and (b) the execution of such amendment or modification will not
have a material adverse effect on the operation or value of the
subject Property (each as certified in an Officer's Certificate
delivered to Beneficiary).  

          50.  Substitute or Successor Trustee.  Trustee may
resign by an instrument in writing addressed to Beneficiary, or
Trustee may be removed at any time with or without cause by
Beneficiary.  In case of death, resignation, removal or
disqualification of Trustee or if for any reason Beneficiary
shall deem it desirable to appoint a substitute or successor
trustee to act instead of the herein named trustee or any
substitute or successor trustee, then Beneficiary shall have the
right and is hereby authorized and empowered to appoint a
successor trustee, or a substitute trustee, without other
formality than appointment and designation in writing executed
and acknowledged by Beneficiary and, if required by applicable
law to provide constructive notice, recorded in the county or
counties where the Properties are located, and the authority
hereby conferred shall extend to the appointment of other
successor and substitute trustees successively until the
indebtedness secured hereby has been paid in full or until the
Properties are sold hereunder.  In the event the indebtedness
secured hereby is owned by more than one person or entity, the
holder or holders of not less than a majority in the amount of
such indebtedness shall have the right and authority to make the
appointment of a successor or substitute trustee provided for in
the preceding sentence.  Such appointment and designation by
Beneficiary or by the holder or holders of not less than a
majority of the indebtedness secured hereby shall be full
evidence of the right and authority to make the same and of all
facts therein recited.  If Beneficiary is a corporation or a
nationally chartered bank and such appointment is executed in its
behalf by an officer of such corporation or nationally chartered
bank, such appointment shall be conclusively presumed to be
executed with authority and shall be valid and sufficient without
proof of any action by the board of directors or any superior
officer of the corporation.  Upon the making of any such
appointment and designation, all of the estate and title of
Trustee in the Properties shall vest in the named successor or
substitute trustee and he shall thereupon succeed to and shall
hold, possess and execute all the rights, powers, privileges,
immunities and duties herein conferred upon Trustee; but
nevertheless, upon the written request of Beneficiary or of the
successor or substitute trustee, Trustee ceasing to act shall
execute and deliver an instrument transferring to such successor
or substitute trustee all of the estate and title in the
Properties of Trustee so ceasing to act, together with all
rights, powers, privileges, immunities and duties herein
conferred upon Trustee, and shall duly assign, transfer and
deliver any of the properties and monies held by said Trustee
hereunder to said successor or substitute trustee.  All
references herein to Trustee shall be deemed to refer to Trustee
(including any successor or substitute appointed and designated
as herein provided) from time to time acting hereunder.  Grantor
hereby ratifies and confirms any and all acts which the herein
named Trustee or his successor or successors, substitute or
substitutes, in this trust, shall do lawfully by virtue hereof. 

          51.  Liability of Trustee.  Trustee shall not be liable
for any error of judgment or act done by Trustee in good faith,
or be otherwise responsible or accountable under any
circumstances whatsoever, except for Trustee's gross negligence
or willful misconduct.  Trustee shall have the right to rely on
any instrument, document or signature authorizing or supporting
any action taken or proposed to be taken by him hereunder,
believed by him in good faith to be genuine.  All monies received
by Trustee shall, until used or applied as herein provided, be
held in trust for the purposes for which they were received, and
shall be segregated from all other monies, and Trustee shall be
under no liability for interest on any monies received by him
hereunder.  Grantor will reimburse Trustee for, and indemnify and
save him harmless against, any and all liability and expenses
which may be incurred by him in the performance of his duties
hereunder.

          52.  Beneficiary and Trustee.

          (a) The Trustees accept the trusts hereby created and
agree to perform the duties herein required of them upon the
terms and conditions hereof.

          The duties and obligations of the Trustees in respect
of this Mortgage shall be as set forth in this Section 52.

                    (i)  Except upon the occurrence and during
     the continuance of an Event of Default actually known to
     Beneficiary:

                    (A)  The Trustees shall undertake to perform
     such duties and obligations and only such duties and obliga-
     tions as are specifically set forth in this Mortgage and the
     other Loan Documents or as otherwise directed by a letter of
     direction from Beneficiary, and no implied covenants or
     obligations shall be read into this Mortgage or the other
     Loan Documents against the Trustees; and

                    (B)  In the absence of bad faith, the
     Trustees may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed
     therein, upon certificates or opinions furnished to the
     Trustees and conforming to the requirements of this Mortgage
     and the other Loan Documents; but in the case of any such
     certificates or opinions which by any provision hereof or
     thereof are specifically required to be furnished to
     Beneficiary, the Trustees shall be under a duty to examine
     the same to determine whether or not they conform to the
     requirements of this Mortgage and the other Loan Documents.

                    (ii) In case an Event of Default known to
     Beneficiary has occurred and is continuing, the Trustees
     shall exercise the rights and powers vested in the Trustees
     by this Mortgage and the other Loan Documents, with reason-
     able care.

                    (iii)  No provision of this Mortgage shall be
     construed to relieve the Trustees from liability for their
     own negligence or willful misconduct, except that:

                    (A)  Section 52(a) hereof shall not be
     construed to limit the effect of Section 52(b) hereof;

                    (B)  The Trustees shall not be liable for any
     error of judgment made in good faith by an officer of the
     Trustees, unless it shall be proved that the Trustees were
     negligent in ascertaining the pertinent facts; and

                    (C)  The Trustees shall not be liable with
     respect to any action taken or omitted to be taken in good
     faith in accordance with the direction of the Holders
     relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustees, or
     exercising any trust or power conferred upon the Trustees
     under this Mortgage.

                    (iv)  Whether or not therein expressly so
     provided, every provision of this Mortgage relating to the
     conduct or affecting the liability of or affording pro-
     tection to the Trustees shall be subject to the provisions
     of this Section 52(b).

                    (v)  No provision of this Mortgage shall re-
     quire the Trustees to expend or risk their own funds or
     otherwise incur any personal financial liability in the per-
     formance of any of their duties hereunder, or in the
     exercise of any of their rights or powers, if they shall
     have reasonable grounds for believing that repayment of such
     funds or adequate indemnity against such risk or liability
     is not reasonably assured to them.

               (b)  At any time or times for the purpose of
meeting the Legal Requirements of any jurisdiction in which any
part of a Trust Estate may at the time be located, Beneficiary
shall have the power to appoint and, upon the written request of
Beneficiary, Grantor shall for such purpose join with Beneficiary
in the execution, delivery and performance of all instruments and
agreements reasonably necessary or proper to appoint one or more
Persons reasonably approved by Beneficiary to act as trustee
pursuant to this Mortgage in such jurisdiction for such portion
of the Trust Estate located in such jurisdiction (the
"Jurisdictional Trustee") with such powers as are provided in the
instrument of appointment which shall expressly designate the
Property affected and the capacity of the appointee as a
Jurisdictional Trustee, and to vest in such Person or Persons in
the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of
this Section 52.  If Grantor does not join in such appointment
within fifteen (15) days after the receipt by it of a request so
to do, or in case an Event of Default has occurred and is
continuing, Beneficiary alone shall make such appointment. 
Should any written instrument from Grantor be reasonably required
by any Jurisdictional Trustee so appointed for more fully
confirming to such Jurisdictional Trustee such property, title,
right or power, any and all such instruments shall, on request,
be executed, acknowledged and delivered by Grantor.

                    (i)  Every Jurisdictional Trustee shall, to
     the extent permitted by law, but to such extent only, be
     appointed subject to the terms set forth in Section
     52(b)(iii) hereof.

                    (ii)  To the extent permitted by law, but to
     such extent only, the Jurisdictional Trustee is appointed
     herein subject to the following terms, namely:

                    (A)  Subject to the terms hereof and to the
     extent permitted by law, all rights, powers, duties and
     obligations under this Mortgage granted to or imposed upon
     Beneficiary and the Jurisdictional Trustee shall be
     exercised solely by Beneficiary.

                    (B)  The rights, powers, duties and obli-
     gations hereby conferred or imposed upon Beneficiary and the
     Jurisdictional Trustee in respect of any Property covered by
     such appointment shall be exercised or performed by
     Beneficiary separately, or at the election of Beneficiary by
     Beneficiary and the Jurisdictional Trustee jointly, except
     to the extent that (i) under any law of any jurisdiction in
     which any particular act is to be performed by Beneficiary
     and/or the Jurisdictional Trustee, Beneficiary shall be
     incompetent or unqualified to perform such act or (ii)
     Beneficiary shall deem it inconvenient or undesirable to
     perform such act, then in any such event such rights,
     powers, duties and obligations shall be exercised and
     performed by the Jurisdictional Trustee at the written
     direction of Beneficiary.

                    (C)  Beneficiary at any time, by an instru-
     ment in writing executed by it, may accept the resignation
     of or remove any Jurisdictional Trustee.  Upon the written
     request of Beneficiary, Grantor shall join with Beneficiary
     in the execution, delivery and performance of all instru-
     ments and agreements reasonably necessary or proper to
     effectuate such resignation or removal.  A successor to the
     Jurisdictional Trustee so resigned or removed may be
     appointed in the manner provided in this Section 52.

                    (D)  Upon the resignation or removal of any
     Jurisdictional Trustee, Beneficiary shall have the power to
     appoint and, upon the written request of Beneficiary,
     Grantor shall, for such purpose, join with Beneficiary in
     the execution, delivery and performance of all instruments
     and agreements reasonably necessary or proper to appoint one
     or more Persons reasonably approved by Beneficiary to act as
     successor Jurisdictional Trustee together with Beneficiary
     of all or any part of the Trust Estate so designated, with
     such power as provided for in this Section 52, and to vest
     in such Person or Persons in the capacity aforesaid, any
     property, title, right or power deemed necessary or
     desirable, subject to the other provisions of this Section
     52.  If Grantor does not join in such appointment, within
     fifteen (15) days after the receipt by it of a request so to
     do, or in case an Event of Default has occurred and is
     continuing, Beneficiary acting alone shall make such
     appointment.  Should any written instrument from Grantor be
     required by any successor Jurisdictional Trustee so
     appointed for more fully confirming to such trustee such
     property, title, right or power, any and all such instru-
     ments shall, on request, be executed, acknowledged and
     delivered by Grantor.

                    (E)  No Jurisdictional Trustee hereunder
     shall be personally liable by reason of any act or omission
     of Beneficiary or any other trustee hereunder and Bene-
     ficiary shall not be personally liable by reason of any act
     or omission of the Jurisdictional Trustee; neither shall
     knowledge of Beneficiary be imputed to the Jurisdictional
     Trustee nor shall knowledge of the Jurisdictional Trustee be
     imputed to Beneficiary.

                    (F)  Any notice delivered to Beneficiary
     shall be deemed to have been sufficiently delivered without
     any delivery to the Jurisdictional Trustee.

                    (G)  Any obligation of Grantor to file or
     give notices, reports or information to Beneficiary here-
     under shall be satisfied by the delivery thereof to Benefi-
     ciary.

                    (H)  Any successor to the Jurisdictional
     Trustee (herein, called the "Successor Jurisdictional Trust-
     ee") shall execute, acknowledge and deliver to its
     predecessor (herein called the "Predecessor Jurisdictional
     Trustee"), Beneficiary and Grantor, an instrument accepting
     such appointment.  Thereupon, the Successor Jurisdictional
     Trustee shall, without any further act, deed or conveyance,
     become vested with the estates, properties, rights, powers,
     duties and trusts of the Predecessor Jurisdictional Trustee
     in the trusts created by this Mortgage, with the same effect
     as if originally named as Jurisdictional Trustee.  At the
     written request of Grantor, Beneficiary or the Successor
     Jurisdictional Trustee, the Predecessor Jurisdictional
     Trustee shall execute and deliver an instrument, in record-
     able form, transferring to the Successor Jurisdictional
     Trustee, upon the trusts herein expressed, the Trust Estate
     and shall duly assign transfer, deliver and pay over to the
     Successor Jurisdictional Trustee, any property and money
     subject to the Lien hereof held by it.  If any written
     instrument from Grantor or Beneficiary be required by the
     Successor Jurisdictional Trustee for more fully and
     certainly vesting in and confirming to the Successor
     Jurisdictional Trustee such estates, properties, rights,
     powers and trusts, then, at the request of the Successor
     Jurisdictional Trustee, all such instruments shall be made,
     executed, acknowledged and delivered by Grantor or
     Beneficiary to the Successor Jurisdictional Trustee.

               (c)  Grantor covenants and agrees:

                    (i)  to pay to the Trustees from time to time
     reasonable compensation for all services rendered by them
     hereunder;

                    (ii)  to reimburse the Trustees upon request
     for all reasonable expenses, disbursements and advances in-
     curred or made by it or them in accordance with any
     provision of this Mortgage (including reasonable
     compensation, expenses and disbursements of agents and
     counsel), except any such expense, disbursement or advance
     as may be attributable to its negligence or bad faith; and 

                    (iii)  to indemnify the Trustees for, and to
     hold each harmless against, any loss, liability or expense
     incurred without negligence, willful misconduct or bad faith
     on its part, arising out of or in connection with the
     acceptance or administration of the trust or trusts
     hereunder or the enforcement of remedies hereunder including
     the costs and expenses of defending against any claim or
     liability in connection with the exercise or performance of
     any of the powers or duties hereunder or thereunder (except
     any liability incurred by Trustee and the Jurisdictional
     Trustee with negligence, willful misconduct or bad faith on
     its or their part).

The obligations of Grantor under this Section 52(c) to compensate
or indemnify the Trustees and to pay or reimburse the Trustees
for expenses, disbursements and advances shall constitute
additional Indebtedness hereunder and shall survive the
satisfaction and discharge of this Mortgage.  When the Trustees
or Beneficiary incur expenses or render services after an
occurrence of an Event of Default hereunder, the expenses and
compensation for services are intended to constitute expenses of
administration under any bankruptcy law.

               (d)  To the extent permitted by law, but to such
extent only, the Individual Trustee is appointed herein by
Beneficiary subject to the following terms, namely:

                    (i)  Subject to the terms hereof and to the
     extent permitted by law, all the rights, powers, duties and
     obligations under this Mortgage granted to or imposed upon
     the Individual Trustee shall be exercised solely by
     Beneficiary except as herein provided.

                    (ii)  The rights, powers, duties and obliga-
     tions hereby conferred or imposed upon the Individual
     Trustee in respect of any property covered by such
     appointment shall be exercised or performed by Beneficiary
     separately, or at the election of Beneficiary by Beneficiary
     and the Individual Trustee jointly, except to the extent
     that (i) under any law of any jurisdiction in which any
     particular act is to be performed by the Individual Trustee,
     Beneficiary shall be incompetent or unqualified to perform
     such act or (ii) Beneficiary shall deem it inconvenient or
     undesirable to perform such act, then in any such event such
     rights, powers, duties and obligations shall be exercised
     and performed by the Individual Trustee at the written
     direction of Beneficiary.

                    (iii)  Beneficiary at any time, by an instru-
     ment in writing executed by it, may accept the resignation
     of or remove any Individual Trustee.  Upon the written
     request of Beneficiary, Grantor shall join with Beneficiary
     in the execution, delivery and performance of all instru-
     ments and agreements reasonably necessary or proper to
     effectuate such resignation or removal.  A successor to the
     Individual Trustee so resigned or removed may be appointed
     in the manner provided in this Section 52.

                    (iv)  Upon the death, resignation or removal
     of any Individual Trustee, Beneficiary shall have power to
     appoint and, upon the written request of Beneficiary,
     Grantor shall, for such purpose, join with Beneficiary in
     the execution, delivery and performance of all instruments
     and agreements reasonably necessary or proper to appoint,
     one or more persons approved by Beneficiary to act as
     Successor Individual Trustee together with Beneficiary of
     all or any part of the Trust Estate, with such powers as
     provided for in this Section 52, and to vest in such person
     or persons in the capacity aforesaid, any property, title,
     right or power deemed necessary or desirable, subject to the
     other provisions of this Section 52.  If Grantor does not
     join in such appointment, within fifteen (15) days after the
     receipt by it of a request so to do, or in case an Event of
     Default has occurred and is continuing, Beneficiary acting
     alone shall make such appointment.

                    (v)  Should any written instrument from
     Grantor be reasonably required by any successor Individual
     Trustee so appointed for more fully confirming to such
     trustee such property, title, right or power, any and all
     such instruments shall, on request, be executed,
     acknowledged and delivered by Grantor.

                    (vi)  No Individual Trustee hereunder shall
     be personally liable by reason of any act or omission of
     Beneficiary or any other Trustee hereunder and Beneficiary
     shall not be personally liable by reason of any act or
     omission of the Individual Trustee; neither shall knowledge
     of Beneficiary be imputed to the Individual Trustee nor
     shall knowledge of the Individual Trustee be imputed to
     Beneficiary.

                    (vii)  Any notice delivered to Beneficiary
     shall be deemed to have been sufficiently delivered without
     any delivery to the Individual Trustee.

                    (viii)  Any obligation of Grantor to file or
     give notices, reports or information to the Trustees
     hereunder shall be satisfied by the delivery thereof to
     Beneficiary.

          Any successor to the Individual Trustee (herein, in
this subsection called the "Successor Individual Trustee") shall
execute, acknowledge and deliver to his predecessor (herein, in
this subsection, called the "Predecessor Individual Trustee"),
Beneficiary and Grantor, an instrument accepting such appoint-
ment.  Thereupon, the Successor Individual Trustee shall, without
any further act, deed or conveyance, become vested with the
estates, properties, rights, powers, duties and trusts of the
Predecessor Individual Trustee in the trusts created by this
Mortgage, with the same effect as if originally named as
Individual Trustee.  At the written request of Grantor,
Beneficiary or the Successor Individual Trustee, the Predecessor
Individual Trustee shall execute and deliver an instrument
transferring to the Successor Individual Trustee, upon the trusts
herein expressed, the Trust Estate and shall duly assign, trans-
fer, deliver and pay over to the Successor Individual Trustee,
any property and money subject to the Lien hereof held by him. 
If any written instrument from Grantor or Beneficiary be
reasonably required by the Successor Individual Trustee for more
fully and certainly vesting in and confirming to the Successor
Individual Trustee such estates, properties, rights, powers and
trusts, then, at the request of the Successor Individual Trustee,
all such instruments shall be made, executed, acknowledged and
delivered by Grantor or Beneficiary to the Successor Individual
Trustee.

               (e)  At any time or times, (i) for the purpose of
meeting the Legal Requirements of any jurisdiction in which any
part of a Trust Estate may at the time be located or (ii) if
Beneficiary deems it to be necessary or desirable for the
protection of the interests of the Holders, Beneficiary shall
have the power to appoint, and upon written request of Benefi-
ciary, Grantor shall for such purpose join with Beneficiary in
the execution, delivery and performance of all instruments and
agreements reasonably necessary or proper to appoint, one or more
Persons approved by Beneficiary either to act as co-trustee,
jointly with Beneficiary, of all or any part of the Trust Estate,
or to act as separate trustee of any such property, in either
case with such powers as may be provided in the instrument of
appointment which shall expressly designate the property affected
and the capacity of the appointee as either a co-trustee or
separate trustee, and to vest in such person or persons in the
capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this
Section 52.  If Grantor does not join in such appointment within
15 days after the receipt by it of a request so to do, or in case
an Event of Default has occurred and is continuing, Beneficiary
alone shall make such appointment.

          Should any written instrument from Grantor be required
by any co-trustee or separate trustee so appointed for more fully
confirming to such co-trustee or separate trustee such property,
title, right or power, any and all such instruments shall, by
request, be executed, acknowledged and delivered by Grantor.

          Every co-trustee or separate trustee shall, to the
extent permitted by law, but to such extent only, be appointed
subject to the same terms as hereinabove set forth for the
Individual Trustee.

          53.  Miscellaneous; Servicer Cure.

          (a)  Grantor and Beneficiary intend that the
relationship created under this Mortgage be solely that of
mortgagor and mortgagee.  Nothing herein is intended to create a
joint venture, partnership, tenancy-in-common or joint tenancy
relationship between Grantor and Beneficiary.

          (b)  Notwithstanding anything contained herein to the
contrary, Servicer shall have the right to cure, and Beneficiary
shall accept any such cure by Servicer of any monetary Event of
Default hereunder in accordance with Section 3.17 of the Trust
and Servicing Agreement.

          (c)  The Servicer shall have the power and authority to
exercise all of the rights and remedies, and be entitled to all
of the benefits, of the Beneficiary and to act as agent of the
Beneficiary hereunder.
          
          54.  As to Property in Maryland.

          Notwithstanding anything herein to the contrary, as to
any property of the Trust Estate located in the State of Maryland
and encumbered by this Mortgage:

               1.   Deed of Trust.  This instrument shall be
                    deemed a "Deed of Trust" under Maryland law
                    and shall not be deemed to be a mortgage.

               2.   Assent of Decree.  The Grantor hereby
                    declares its assent to the passing of a
                    decree for the sale of any or all of the
                    Trust Estate located in the State of Maryland
                    upon the occurrence of an Event of Default. 
                    The Trustee may pursue any number of
                    proceedings from time to time.  The assent to
                    decree shall not be exhausted if such
                    proceeding is dismissed or canceled before
                    the Indebtedness is paid in full.

               3.   Commercial Loan.  The loan evidenced by the
                    Notes is a commercial loan as that term is
                    used in the provisions of Title 12 of the
                    Commercial Law Article of the Annotated Code
                    of Maryland.

          55.  As to Property in Connecticut.  Notwithstanding
anything to the contrary herein, as to any Property comprising
part(s) of the Trust Estate and located in the State of
Connecticut (the "Connecticut Property"):

          (a)  This instrument is intended to be a realty
mortgage, and shall be enforceable as such.  Grantor shall be
deemed a "mortgagor," Beneficiary shall be deemed a "mortgagee,"
Trustee shall have no capacity and all references to "Trustee"
shall be deemed to refer to the "mortgagee" to the extent not
inconsistent with interpreting this instrument as a mortgage of
Connecticut realty.  As a realty mortgage, Grantor, as mortgagor,
hereby gives, grants, bargains, sells and confirms all
Connecticut Property to Beneficiary, its successors and assigns,
as mortgagee.

          (b)  Each of the remedies set forth herein (including,
without limitation, any remedies involving a power of sale), as
same may purport to relate to the Connecticut Property, shall be
exercisable only if, and only to the extent, if any, permitted by
the laws of the State of Connecticut in force at the time of the
exercise of such remedies, without regard to the enforceability
of such remedies at the time of the execution and delivery of
this Mortgage.

          (c)  Whenever reference is made herein to a recording
or land records office, such reference, with respect to the
Connecticut Property, shall be deemed to read "any one or more of
the offices of the Town Clerks of the Towns and Cities wherein
any part of the Connecticut Property is located."

          (d)  If Grantor, shall pay or discharge all of the
Obligations, then this deed shall be void, but otherwise shall
remain in full force and effect.

          (e)  (i)  Grantor and Beneficiary agree:  (A) that this
Mortgage shall constitute a Security Agreement within the meaning
of the UCC, as adopted in the State of Connecticut, with respect
to all sums on deposit pursuant to the Loan Documents and with
respect to all personal property described in Granting Clauses
(D) through (L), inclusive of both, and all parts of the Trust
Estate which may not be deemed to form a part of the Connecticut
Property or may constitute a "fixture" (within the meaning of the
Connecticut UCC), and all property listed on any financing
statement filed with regard to the security agreement created
hereunder, and all replacements of such property, substitutions
for such property, additions to such property, and the proceeds
thereof, and such personal property; (B) that a security interest
in and to such personal property and all sums on deposit pursuant
to the Loan Documents is hereby granted to Beneficiary; and (C)
that all sums on deposit pursuant to the Loan Documents and all
of Grantor's right, title and interest therein are hereby
assigned to Beneficiary; all to secure payment of the
Indebtedness and to secure performance by Grantor of the terms,
covenants and provisions hereof.

               (ii)  Carbon copies, photographic copies or other
reproductions of this Mortgage, or of any financing statement
relating to this Mortgage, shall be sufficient as a financing
statement.  This Mortgage is effective, and shall be effective,
as a financing statement filed as a fixture filing with respect
to all goods which are or are to become fixtures included within
the Connecticut property, as is to be filed for record in the
real estate records of the offices of the town clerks where
portions of the Connecticut property are situated.  The mailing
address of Grantor and the address of beneficiary from which
information concerning the security interest may be obtained are
set forth in the notice section hereof.

               (iii)  In addition to any other rights and
remedies available to Beneficiary hereunder, Beneficiary shall
have all the rights of a secured party under the Connecticut UCC. 
Grantor covenants and agrees that it will not further encumber or
grant a security interest in any personal property, or any sums
on deposit pursuant to the Loan Documents, or any part thereof,
and that such personal property shall at all times be owned by
Grantor and shall not be leased or otherwise treated in any
manner whereby the ownership or any beneficiary interest in any
of such personal property shall be held by any person or entity
other than Grantor.  Furthermore, to the extent permitted by law,
Grantor hereby authorizes Beneficiary to sign and file financing
statements at any time in respect of any of such personal
property and any sums on deposit pursuant to the Loan Documents,
without such financing statements being executed by, or on behalf
of, Grantor, but Grantor shall, however, at any time, on request
of Beneficiary, execute, or cause to be executed, financing
statements in respect of any personal property and any sums on
deposit pursuant to the Loan Documents.  Grantor agrees to pay
all filing fees, including fees for filing continuation
statements in connection with such financing statements, and to
reimburse Beneficiary for all costs and expenses of any kind
incurred in connection therewith.

               (iv)  Grantee shall have any and all rights and
remedies provided for in the Connecticut UCC as amended from time
to time, in addition to those provided in the Loan Documents. 
Upon the request of Beneficiary, Grantor shall assemble all
personal property and make it available to Grantor at such
location as Beneficiary shall reasonably desire.  Beneficiary may
at its option sell any personal property, for cash or on credit,
to a wholesaler, retailer or user of such property at a public or
private sale, or at auction, or may sell any personal property,
together with all or any part of the balance of the Trust Estate,
at the same time as, and in connection with, any foreclosure or
other sale, all of which shall be deemed to be commercially
reasonable, and the proceeds of such sale or other disposition of
any personal property may be first applied by Beneficiary to its
reasonable expenses incurred in connection with its retaking,
maintenance, sale or disposition of such personal property,
including, but not limited to, reasonable attorneys' fees, and
the balance of such proceeds may be applied to the Indebtedness. 
Beneficiary shall give Grantor written notice of the time and
place of any disposition of any personal property at least ten
(10) days prior to the disposition of same, which notice shall be
sent to Grantor in accordance with the notice provisions hereof. 
The taking of possession of any personal property shall not
prevent concurrent or later proceedings for the foreclosure
and/or sale of other portions of the Trust Estate as provided
elsewhere herein.

          (f)  At the option of Beneficiary, and irrespective of
whether or not Beneficiary shall actually elect to declare the
Indebtedness due and payable, Grantee shall be entitled, at its
option, to the appointment of a receiver of the Connecticut
Property or the rents and profits of the Connecticut Property,
and such receiver shall be appointed, with or without notice, and
without regard to the adequacy of any security held for the
payment of the Indebtedness and other sums secured hereby, or the
solvency of any Person or Persons liable for the payment of such
amounts.  Such receiver may also be granted such extended powers,
duties and authority as would be necessary or useful in the
management and operation of the Connecticut Property, including,
without limitation, the power to enter into, modify, terminate
and enforce leases; pay Impositions and operating expenses;
employ property managers; make payments of principal and interest
on the Notes and sums secured by this Mortgage as the same
becomes due; and expend reasonable sums in repair and maintenance
of the Connecticut Property.

          (g)  GRANTOR ACKNOWLEDGES THAT THE INDEBTEDNESS AND
OBLIGATIONS ARE FOR COMMERCIAL PURPOSES, AND WAIVES ANY RIGHT TO
NOTICE AND HEARING UNDER SECTIONS 52-278A THROUGH 52-278N OF THE
CONNECTICUT GENERAL STATUTES, AS NOW OR HEREAFTER AMENDED, AND
AUTHORIZES THE ATTORNEY OF BENEFICIARY, OR ANY SUCCESSOR THEREOF,
TO ISSUE A WRIT OF PREJUDGMENT REMEDY WITHOUT COURT ORDER;
GRANTOR ACKNOWLEDGES THAT IT MAKES THESE WAIVERS KNOWINGLY AND
VOLUNTARILY AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE
RAMIFICATIONS OF THESE WAIVERS WITH ITS ATTORNEYS.

          (h)  The provisions of this paragraph (h) are included
herein to provide more details as to the Notes.  Each Note is
dated June 18, 1996, and the maximum principal amounts of the
Notes and the Maturity Date for all amounts remaining unpaid
under the Notes is as stated in the recitals hereof.

          (i)  Grantor hereby agrees that any legal action or
proceeding with respect to this Mortgage or the Loan Documents
may be brought in the courts of the State of Connecticut or in
the United States District Court for the District of Connecticut,
as Beneficiary may elect, and, by the execution and delivery of
this Mortgage, Grantor hereby accepts, with regard to any such
action or proceeding, for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid
courts.  Nothing herein shall affect the right to service of
process in any other manner permitted by law.  Grantor further
agrees that a final, non-appealable judgment against it in any
such action or proceeding shall be conclusive and may be enforced
in any other jurisdiction within or outside the United States of
America by suit on the judgment, a certified or exemplified copy
of which shall be conclusive evidence of the fact and of the
amount of its indebtedness.

          (j)  This Mortgage does not constitute an "Open-End
Mortgage" that can secure future advances pursuant to Connecticut
law.

          (k)  To the extent permitted by law, any sums not paid
by Grantor hereunder when due (after any applicable grace
periods) shall bear interest, both before and after judgment and
until collection on any action brought by Beneficiary against
Grantor for payment thereof or foreclosure of this Mortgage, at
an annual rate to be applicable during any period when the holder
of the Notes may accelerate payment of the Indebtedness evidenced
thereby set forth in the Notes, and the payment of such interest
by Grantor shall be secured by this Mortgage to the extent
permitted by law.

          (l)  If, pursuant to the Notes, accrued interest may be
added to the principal amount secured by this Mortgage, interest
will accrue on any such interest added to the principal amount
secured by this Mortgage.  Interest on any accrued interest that
is added to the principal amount secured by this Mortgage shall
be secured by this Mortgage to the same extent as interest on the
original principal amount secured by this Mortgage.

          56.  As to Property in New Jersey.  Notwithstanding
anything to the contrary elsewhere in this Mortgage, as to any
property of the Trust Estate located in the State of New Jersey
(the "New Jersey Property") and encumbered by this Mortgage:  

          (a)  Instrument a Mortgage.  This instrument and the
creation, validity, perfection, priority and enforceability of
the lien and security interest created hereby, all warranties of
title contained herein with respect to the New Jersey Property,
and all provisions hereof relating to the realization of the
security covered hereby with respect to the New Jersey Property
shall be governed by the law of the State of New Jersey.  

          (b)  This instrument is not a "deed of trust" under New
Jersey law.  This document constitutes a Mortgage on real estate
and a security agreement covering personal property under the
laws of the State of New Jersey, and Grantor shall be deemed to
be the Mortgagor, and Beneficiary shall be deemed to be the
Mortgagee.  Trustee shall have no capacity, and all references to
the Trustee shall be deemed to be references to the Mortgagee.

          (c)  Beneficiary shall be entitled to all rights and
remedies that a mortgagee would have under the law or in equity
in addition to all rights and remedies it may have hereunder.  

          (d)  In addition to the other Granting Clauses of this
Mortgage, the Mortgagor hereby MORTGAGES and WARRANTS unto the
Mortgagee the Trust Estate.

          (e)  References in this Mortgage to "Environmental
Laws" shall be deemed to include but not be limited to the
Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., the Spill
Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq., the
Water Pollution Control Act, N.J.S.A. 58:10A-1 et seq., the New
Jersey Air Pollution Control Act, N.J.S.A. 26:2C-1 et seq., the
Solid Waste Management Act, N.J.S.A. 13:1E-1 et seq., the New
Jersey Hazardous Discharges Law, N.J.S.A. 13:1k-15 et seq., the
Fresh Water Wetlands Act, N.J.S.A. 13:9B-1 et seq., the
Waterfront Improvements Act, N.J.S.A. 40:68-1 et seq., the
Coastal Facilities Review Act, N.J.S.A. 13:19-1 et seq., the Safe
Drinking Water Act, N.J.S.A. 58:12A-1 et seq., the Pollution
Prevention Act, N.J.S.A. 13:1D-35 et seq. and the Toxic
Catastrophe Prevention Act, N.J.S.A 58:10A-21 et seq.

          57.  As to Property in New York.

          (a)  This instrument shall be deemed a mortgage and not
a deed of trust.  Beneficiary shall be entitled to all rights and
remedies that a mortgagee would have under the law or in equity
in addition to all rights and remedies it may have hereunder.  

          (b)   Lien Law.  (i)  This Mortgage is made subject to
     Section 13 of the New York Lien Law and, in compliance with
     Section 13 of the New York Lien Law, Grantor will receive
     the loan secured by this Mortgage and the right to receive
     such advances as a trust fund to be applied first for the
     purpose of paying any unpaid costs of the Improvements; and
     Grantor has applied and will apply the same first to the
     payment of any unpaid costs of the Improvements before using
     any part of the total of the same for any other purpose.

                         (ii)  Grantor will indemnify and hold
          Beneficiary harmless against any loss, liability, cost
          or expense, including any judgments, attorneys' fees,
          costs of appeal bonds or printing costs, arising out of
          or relating to any proceedings instituted by any
          claimant alleging a violation by Grantor of Article 3-A
          of the New York Lien Law.

          (c) Real Property Law.  (i)  Sections 5 and 6 hereof
     shall be construed according to subdivision 4 of Section 254
     of the New York Real Property Law as amended by Chapter 886
     of the Laws of 1945 but not as amended by Chapter 830 of the
     Laws of 1965 or as otherwise thereafter amended.

                         (ii)  For purposes of Section 291-f of
          the New York Real Property Law, Tenant and every tenant
          or subtenant who after the recording of this Mortgage,
          enters into a Lease upon the premises of any of the
          Properties or who acquires by instrument of assignment
          or by operation of law a leasehold estate upon the
          premises located in the State of New York in existence
          on the date of recording of this Mortgage is hereby
          notified that Grantor shall not, without obtaining
          Beneficiary's prior consent in each instance, cancel,
          abridge or otherwise modify any Leases upon the
          premises located in the State of New York or accept
          prepayments for more than thirty (30) days of
          installments of rent to become due with respect to any
          Lease thereof having an unexpired term on the date of
          this Mortgage of five years or more, except as ex-
          pressly permitted under this Mortgage or the Assignment
          of Leases, and that any such cancellation, abridgement,
          modification or prepayment made by any such tenant or
          subtenant without either being expressly permitted
          under this Mortgage or receiving Beneficiary's prior
          consent shall be voidable by Beneficiary at its option.

          (d) RPAPL.  If an Event of Default shall occur and be
     continuing, Beneficiary may elect to sell (and, in the case
     of any default of any purchaser, resell) any Property or any
     part of any Property by exercise of the power of foreclosure
     or of sale granted to Beneficiary by Articles 13 or 14 of
     the New York Real Property Actions and Proceedings Law (the
     "RPAPL").  In such case, Beneficiary may commence a civil
     action to foreclose this Mortgage pursuant to Article 13 of
     the RPAPL, or it may proceed and sell the Property pursuant
     to Article 14 of the RPAPL to satisfy the Notes and all
     other amounts secured hereby.

          (e)  Maximum Principal Indebtedness.  The amount of
     principal indebtedness this Mortgage secures against the
     Property located in the State of New York and, for purposes
     of Sections 253, 256 and 260 of the Tax Law of the State of
     New York (relating to the taxation of mortgages), the
     maximum amount of the principal indebtedness secured by this
     Mortgage, or which by any contingency may be secured by this
     Mortgage, and for which this Mortgage may be foreclosed or
     otherwise enforced against, the Property located in the
     State of New York, is $37,086,793.05 principal amount of
     this Mortgage.

          (f)  No Residential Units.  This Mortgage does not
     encumber real property principally improved or to be
     improved by one or more structures containing in the
     aggregate six or fewer residential dwelling units having
     their own separate cooking facilities.

          58.  As to Property in Pennsylvania.  Notwithstanding
anything to the contrary elsewhere in this Mortgage, as to any
property of the Trust Estate located in the Commonwealth of
Pennsylvania:

          (a)  This instrument is intended to be a realty
mortgage and shall be enforceable as such.  Grantor shall be
deemed a "mortgagor," Beneficiary shall be deemed a "mortgagee"
and Trustee shall have no capacity (but shall be disregarded and
all references to "Trustee" shall be deemed to refer to the
"mortgagee" to the extent not inconsistent with interpreting this
instrument as a realty mortgage).  As a realty mortgage, Grantor,
as mortgagor, shall convey all Pennsylvania Property ab initio to
Beneficiary, as mortgagee and the provisions of the paragraph
immediately preceding Section 1 of this Mortgage beginning with
the words "In Trust Forever ...," shall be deleted and of no
force and effect.

          (b)  Each of the remedies set forth herein, including
without limitation the remedies involving a power of sale of the
Pennsylvania Property in connection with the enforcement of the
terms of this Mortgage, shall be exercisable if, and to the
extent, permitted by the laws of the Commonwealth of Pennsylvania
in force at the time of the exercise of such remedies without
regard to the enforceability of such remedies at the time of the
execution and delivery of this Mortgage.

          (c)  Upon the occurrence and during the continuation of
an Event of Default, Beneficiary may institute any one or more
actions of mortgage foreclosure against all or any part of the
Pennsylvania Property, or take such other action at law or in
equity for the enforcement of this Mortgage and realization on
the security herein or elsewhere provided for, as law may allow,
and may proceed therein to final judgment and execution for the
entire amount of the outstanding Indebtedness.  Beneficiary shall
have the option to proceed with foreclosure of the lien and
security interests evidenced by this Mortgage in satisfaction of
the Loan through the courts, all without declaring the
Indebtedness due, and provided that if a sale of the Pennsylvania
Property is because of default in the payment of part of the
Indebtedness, such sale may be made subject to the unmatured part
of the Indebtedness; and such sale, if so made, shall not in any
manner affect the unmatured part of the Indebtedness, but as to
such unmatured part of the Indebtedness, this Mortgage shall
remain in full force and effect just as though no sale had been
made.

          (d)  If, as provided in Section 38(a) hereof, Grantor
shall pay or cause to be paid, the principal of and interest on
the Notes in full at maturity or as permitted in accordance with
the terms thereof and all other Indebtedness payable to
Beneficiary hereunder by Grantor or secured hereby or by the
other Loan Documents and all of the payment Obligations shall
have been performed, then in addition to the provisions of
Section 38(a), the estate hereby granted, transferred and
assigned shall cease, terminate and become void.

          (e)  The references to the UCC in the Granting Clauses
of this Mortgage shall be deemed to be references to the
Pennsylvania Uniform Commercial Code in 13 Pa. C.S.A. Section 1101 et
seq.

          (f)  This instrument shall constitute a security
agreement and continuously perfected fixture filing and financing
statement.  Grantor hereby authorizes Beneficiary, after ten (10)
days' notice to Grantor and Grantor's failure to execute such
financing statements, to execute, deliver, file or refile as
Secured Party, without joinder of Grantor, as Debtor, any
financing statement, continuation statement, or other instruments
Beneficiary may reasonably require from time to time to perfect
or renew such security interest under the UCC.  Grantor is, for
the purposes of this agreement, deemed to be the Debtor, and
Beneficiary is deemed to be the Secured Party, as those terms are
used in the UCC.  The addresses of secured party and debtor from
which information concerning the security agreement may be
obtained are set forth in the initial paragraph of this Mortgage.

          (g)  Subject to any Nondisturbance Agreements then in
effect, if Beneficiary exercises its right of entry under Section
20(b) hereof and the tenant fails to surrender possession of the
Pennsylvania Property, Beneficiary shall be entitled to institute
and maintain an action of ejectment with respect to the
Pennsylvania Property in the county or counties in which such
property, or any part thereof, is situated.

          (h)  This Mortgage is intended to be an "Open-End
Mortgage" that secures future advances pursuant to the provisions
of 42 Pa.C.S.A. Section 8143.  It is the intent of the parties that the
lien of such future advances relates back to the date of this
Mortgage subject to compliance with the provisions of such
section.
                         
          59.  Liability of Assignees of Beneficiary.  No
assignee of Beneficiary (an "Assignee") shall have any personal
liability, directly or indirectly, under or in connection with
this Mortgage or any amendment or amendments hereto made at any
time or times, heretofore or hereafter, any liability being
limited to the assets pledged as security pursuant to this
Mortgage and Grantor hereby forever and irrevocably waives and
releases any and all such personal liability. In addition, no
Assignee shall have at any time or times hereafter any personal
liability, directly or indirectly, under or in connection with or
secured by any agreement, lease, instrument, encumbrance, claim
or right affecting or relating to the Properties or to which the
Properties are now or hereafter subject. The limitation of
liability provided in this Section 59 is (i) in addition to, and
not in limitation of, any limitation of liability applicable to
the assignee provided by law or by any other contract, agreement
or instrument, and (ii) shall not apply to any Assignee's
negligence or willful misconduct.

          60.  One of a Number of Mortgages.  This Mortgage is
given as security together with certain other mortgages and deeds
of trust which collectively cover the Properties and secure the
Obligations.  A copy of all such mortgages and deeds of trust
(including this Mortgage) are available from the Beneficiary
during normal business hours upon reasonable advance request
therefor.  A default with respect to any such mortgage or deed of
trust (including this Mortgage) shall constitute a default under
all such mortgages and deeds of trust (including this Mortgage).

          IN WITNESS WHEREOF, this Mortgage has been duly
executed by Grantor on the date first hereinabove written.


All of the following          KRT PROPERTY HOLDINGS, INC.
signed and acknowledged 
in the presence of:

/s/ Michael Markman           By:  /s/ Robert Dennis             
-------------------------          ------------------------------
Michael Markman, Secretary         Name:  Robert Dennis
                                   Title: Vice President

/s/ Jeffrey M. Calcagni     
-------------------------
Jeffrey M. Calcagni, Esq.


                              HILLCREST PLAZA LIMITED PARTNERSHIP

                              By:  KR Hillcrest, Inc.

                              
                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                     Name:  Robert Dennis
                                     Title: Vice President



                              KR SUBURBAN, L.P.

                              By:  KR Suburban, Inc.


                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                     Name:  Robert Dennis
                                     Title: Vice President



                              FOX RUN, LIMITED PARTNERSHIP

                              By:  KR Fox Run, Inc.


                                 By: /s/ Robert Dennis           
                                    -----------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR MacARTHUR ASSOCIATES, L.P.

                              By:  KR MacArthur, Inc.


                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                     Name:  Robert Dennis
                                     Title: Vice President


                              KR BEST ASSOCIATES, L.P.

                              By:  KR Best Associates, Inc.


                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President

                              KR 69TH STREET, L.P.

                              By:  KR 69th Street, Inc.


                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR TRUST ONE, INC.


                              By: /s/ Robert Dennis              
                                  -------------------------------
                                 Name:  Robert Dennis
                                 Title: Vice President



                              KR MANCHESTER, INC.


                              By: /s/ Robert Dennis              
                                  -------------------------------
                                  Name:  Robert Dennis
                                  Title: Vice President



                              KR STREET ASSOCIATES, L.P.

                              By:  KR Street, Inc.


                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                     Name:  Robert Dennis
                                     Title: Vice President



                              KR ORANGE, INC.


                              By: /s/ Robert Dennis              
                                  -------------------------------
                                  Name:  Robert Dennis
                                  Title: Vice President



                              KR COLLEGETOWN, INC.


                              By: /s/ Robert Dennis              
                                  -------------------------------
                                  Name:  Robert Dennis
                                  Title: Vice President



                              KR HILLCREST MALL, INC.


                              By: /s/ Robert Dennis              
                                  -------------------------------
                                  Name:  Robert Dennis
                                  Title: Vice President



                              KR PILGRIM, L.P.

                              By:  KR Pilgrim, Inc.


                                 By: /s/ Robert Dennis           
                                     ----------------------------
                                     Name:  Robert Dennis
                                     Title: Vice President

                          PENNSYLVANIA

                    CERTIFICATE OF RESIDENCE


The address of Mortgagee is:

     KRT Origination Corp.
     c/o Kranzco Realty Trust
     128 Fayette Street
     Conshohocken, PA  19428



                                   ------------------------------
                                   On Behalf of Mortgagee
                                   Norman Kranzdorf, President

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


          The undersigned hereby certifies that the above
instrument has been prepared under the supervision of an attorney
admitted to practice before the Court of Appeals of New York.



                         ------------------------------
                           Thomas E. Charbonneau, Esq.

STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KRT PROPERTY HOLDINGS, INC., signer of the foregoing
instrument, who acknowledged the same to be his/her free act and
deed, and the free act and deed of said corporation, before me.


                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL




STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR HILLCREST, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of HILLCREST
PLAZA, LIMITED PARTNERSHIP, and the free act and deed of said
limited partnership, before me.



                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL





STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR SUBURBAN, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of KR
SUBURBAN, L.P., and the free act and deed of said limited
partnership, before me.

                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------
NOTARIAL SEAL

STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR FOX RUN, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of FOX RUN,
LIMITED PARTNERSHIP, and the free act and deed of said limited
partnership, before me.

                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------
NOTARIAL SEAL

STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR MacARTHUR, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of KR
MacARTHUR ASSOCIATES, L.P., and the free act and deed of said
limited partnership, before me.

                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------
NOTARIAL SEAL

STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR BEST ASSOCIATES, INC., signer of the foregoing instrument,
who acknowledged the same to be his/her free act and deed, the
free act and deed of said corporation as general partner of KR
BEST ASSOCIATES, L.P., and the free act and deed of said limited
partnership, before me.



                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL




STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR 69TH STREET, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of KR 69TH
STREET, L.P., and the free act and deed of said limited
partnership, before me.



                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL





STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR TRUST ONE, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, and the
free act and deed of said corporation, before me.


                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL




STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR MANCHESTER, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, and the
free act and deed of said corporation, before me.


                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL





STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR STREET, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of KR STREET
ASSOCIATES, L.P., and the free act and deed of said limited
partnership, before me.



                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL




STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR ORANGE, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, and the
free act and deed of said corporation, before me.


                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL





STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR COLLEGETOWN, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, and the
free act and deed of said corporation, before me.


                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL




STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR HILLCREST MALL, INC., signer of the foregoing instrument,
who acknowledged the same to be his/her free act and deed, and
the free act and deed of said corporation, before me.


                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL





STATE OF NEW YORK   )
                    ss:    June -----, 1996
COUNTY OF NEW YORK  )

          Personally appeared, ROBERT DENNIS, as Vice President
of KR PILGRIM, INC., signer of the foregoing instrument, who
acknowledged the same to be his/her free act and deed, the free
act and deed of said corporation as general partner of KR
PILGRIM, L.P., and the free act and deed of said limited
partnership, before me.



                    -----------------------------------
                         Notary Public
                         My Commission
                         Expires:---------------

NOTARIAL SEAL


                            EXHIBIT A

                Legal Descriptions of Properties

                            EXHIBIT B
                           ----------

                      Environmental Reports


STATE                   PROPERTY NAME           DATE OF FINAL
                                                   REPORT
                                             (AS SHOWN ON COVER)
-------               ----------------      --------------------

Connecticut   Groton Square                       May 17, 1996
Connecticut   Manchester Kmart Plaza              May 8, 1996
Connecticut   Milford Center                      May 16, 1996
Connecticut   Orange Site                         May 8, 1996
Maryland      Anneslie Shopping Center            May 2, 1996
Maryland      Fox Run Shopping Center             May 17, 1996
Maryland      Hillcrest Plaza                     May 17, 1995
New Jersey    Collegetown Shopping Center         April 25, 1996
New Jersey    Hillcrest Mall                      April 30, 1996
New Jersey    Suburban Plaza                      April 25, 1996
New York      A&P Mamaroneck                      April 23, 199
New York      Highbridge Plaza                    May 16, 1996
New York      The Mall at Cross County            May 9, 1996
New York      North Ridge Shopping Center         May 16, 1996
New York      Port Washington Center              May 17, 1996
New York      Village Square                      May 16, 1996
Pennsylvania  Barn Plaza                          April 19, 1996
Pennsylvania  Bensalem Square                     May 3, 1996
Pennsylvania  Best Plaza                          April 23, 1996
Pennsylvania  Bethlehem Square                    April 19, 1996
Pennsylvania  Bristol Commerce Park               April 30, 1996
Pennsylvania  Loehmann's Plaza at Pilgrim Gardens April 29, 1996
Pennsylvania  MacArthur Road Plaza                May 2, 1996
Pennsylvania  Park Hills Plaza                    May 16, 1996
Pennsylvania  69th Street Drug Emporium Plaza     April 25, 1996
Pennsylvania  Street Road Plaza                   May 14, 1996
Pennsylvania  Whitehall Square                    April 25, 1996

                            EXHIBIT C
                           -----------

                  SUBORDINATION, NONDISTURBANCE
                    AND ATTORNMENT AGREEMENT

          THIS AGREEMENT is made and entered into as of the -----
day of --------, 1996, by and among -----------------------------
("Lender"), --------------------- ("Tenant"), and ---------------
-------------------------------- ("Landlord").

                            RECITALS
                            ---------

          Landlord is the owner and holder of fee simple title in
and to certain real property which is described on Exhibit A
attached hereto and made a part hereof ("Property").

          Lender is the owner and holder of a Mortgage dated
---------- --, 1996 made by Landlord to Lender and encumbering
the Property in the original principal amount of ---------------
---------------------- ($-------------)  Dollars, which Mortgage
was heretofore recorded (the "Mortgage").

          Tenant is the holder of a leasehold estate in a portion
of the Property (the "Leased Premises") pursuant to the terms of
that certain Lease between Landlord and Tenant dated as of ------
-----------, 19-- (the "Lease").  [A Memorandum of Lease with
respect to the Lease was recorded on ---------, 19-- in the
office of the ------------------------------ in and for --------- 
County, ------------------------- as Document No. ----------.]
*Delete if inapplicable.

          Tenant, Landlord and Lender desire to confirm their
understanding with respect to the Lease and the Mortgage.

                            AGREEMENT
                           ----------

          NOW, THEREFORE, in consideration of the sum of One
Dollar ($1.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

     1.   SUBORDINATION.  Subject to the terms of this Agreement,
the Lease and all rights of Tenant under the Lease and to the
Property, including but not limited to any rights to insurance
proceeds and condemnation awards, are now and shall at all times
continue to be subject and subordinate in each and every respect
to the Mortgage, any and all documents executed in connection
therewith, and all rights of Lender as mortgagee thereunder.  The
term "Mortgage", as used herein shall include the Mortgage and
any and all amendments, supplements, modifications, extensions
and renewals thereof.

     2.   TENANT NOT TO BE DISTURBED.  At any time that the
Mortgage shall be in effect, Lender agrees that so long as Tenant
is not in default (beyond any period given Tenant under the Lease
to cure such default) in the payment of rent or additional rent
or in the performance of any of the other terms, covenants or
conditions of the Lease on Tenant's part to be performed, Lender
will not join Tenant as a party defendant in any action or
proceeding foreclosing the Mortgage unless required to foreclose
the Mortgage and then only for such purpose and not for the
purpose of terminating the Lease, and further, that Tenant's
possession of the Leased Premises and Tenant's rights and
privileges under the Lease, or any extensions or renewals thereof
which may be effected in accordance with the Lease, shall not be
diminished or interfered with by Lender, and Tenant's occupancy
of the Leased Premises shall not be disturbed by Lender, except
in accordance with the terms of the Lease.

     3.   TENANT TO ATTORN TO LENDER.  If Landlord's interest in
the Lease shall be transferred to and/or owned by Lender by
reason of foreclosure of the Mortgage, acceptance of a deed in
lieu of foreclosure or by any other manner, and Lender succeeds
to the interest of Landlord under the Lease, Tenant shall be
bound to Lender under all of the terms, covenants and conditions
of the Lease for the balance of the remaining term thereof and
any extension thereof duly made by Tenant pursuant to the terms
of the Lease with the same force and effect as if Lender were the
landlord under the Lease, and Tenant does hereby attorn to Lender
as its landlord, said attornment to be effective and
self-operative without the execution of any further instruments
on the part of any of the parties hereto immediately upon
Lender's succeeding to the interest of Landlord under the Lease;
provided, however, that Tenant shall have no obligation to pay
rent to Lender until Tenant receives written notice from Lender
that it has succeeded to the interest of Landlord under the Lease
or that it is entitled to collect rents pursuant to the Mortgage
or any separate assignment of leases and rents.  Except as
provided in paragraph 4 hereof, and except that recourse against
Lender or any of its successors and assigns for any breach of the
Lease shall be limited to its interest in the Property, the
respective rights and obligations of Tenant and Lender upon such
attornment shall be the same as are now set forth in the Lease,
it being the intention of the parties hereto for this purpose to
incorporate the Lease in this Agreement by reference with the
same force and effect as if set forth at length herein.

     4.   LENDER NOT BOUND BY CERTAIN ACTS OF LANDLORD.  If
Lender shall succeed to the interest of Landlord under the Lease,
Lender shall be bound to the extent provided by the terms and
conditions of the Lease for all obligations of Landlord arising
or occurring during the time that Lender is the owner of the
interest of Landlord under the Lease; except that Lender shall
not be:

     (a)  liable for any act or omission of any prior
          landlord (including Landlord);

     (b)  subject to any offsets, claims, counterclaims or
          defenses that Tenant might have against any prior
          landlord (including Landlord);

     (c)  bound by any rent or additional rent or advance rent
          that Tenant might have paid for more than the current
          month to any prior landlord (including Landlord), and
          all such rent shall remain due and owing
          notwithstanding such advance payment;

     (d)  liable for reimbursement to Tenant for any overpayment
          of Tenant's proportionate share of taxes and other
          operating costs of the Property, unless all payments of
          such costs for the year to which reimbursement relates
          were paid by Tenant to Lender;

     (e)  bound by any provision of the Lease which
          obligates Landlord to make improvements to the
          Leased Premises or the Property or which provides
          for warranties of construction from the landlord
          to the tenant;

     (f)  liable for any payment to Tenant of any sums, or the
          granting to Tenant of any credit, in the nature of a
          contribution towards credit, in the nature of a
          contribution towards the cost of preparing, furnishing
          or moving into the Leasehold Premises, or any portion
          thereof; 

     (g)  bound by any amendment or modification of the
          Lease or by any waiver of any term of the Lease
          made without Lender's written consent if such
          amendment, modification or waiver requires the
          consent of Lender under the terms of the Mortgage;
          or

     (h)  be required to account for any security deposit other
          than any security deposit actually delivered to Lender.

     5.   ACKNOWLEDGEMENT AND WAIVER.  Tenant agrees upon demand
of Lender to make payments under the Lease to Lender in
accordance with the Mortgage, and Tenant waives the provisions of
any statute or rule of law now or hereafter in effect which may
give or purport to give Tenant any right or election to terminate
or otherwise adversely affect the Lease and the obligations of
Tenant thereunder by reason of any foreclosure proceeding with
respect to the Mortgage.

     6.   SUCCESSORS AND ASSIGNS.  This Agreement and each and
every covenant, agreement and other provision hereof shall be
binding upon the parties hereto and their respective heirs,
administrators, representatives, successors and assigns.

     7.   NOTICE TO LENDER.  In the event of any alleged default
by Landlord under the Lease, Tenant shall give written notice
thereof to Lender, and Tenant and Lender agree that Lender shall
have the right (but no obligation) to cure such default before
Tenant invokes any of its remedies under the Lease.

     8.   AMENDMENT.  This Agreement may not be modified orally
or in any other manner than by an agreement in writing signed by
the parties hereto or their respective successors in interest.

     9.   COUNTERPARTS.  This Agreement may be executed in
several counterparts, and all so executed shall constitute one
agreement, binding on all parties hereto, notwithstanding that
all parties are not signatories to the same counterpart.

     10.  NOTICES.  All notices or other communications required
or permitted to be given pursuant to the provisions hereof shall
be in writing and shall be given by first class United States
mail, postage prepaid, registered or certified with return
receipt requested, and addressed as herein provided.  Notice so
given shall be effective two (2) days after deposit in the United
States mail.  For purposes of notice, the addresses of the
parties shall be:

     Landlord:           c/o Kranzco Realty Trust
                         128 Fayette Street
                         Conshohocken, Pennsylvania  19428

     Tenant:             ------------------------------------
                         ------------------------------------
                         ------------------------------------

     Lender:             ------------------------------------
                         ------------------------------------
                         ------------------------------------

provided, however, that any party shall have the right to change
its address for notice hereunder to any other location within the
continental United States by thirty (30) days' prior written
notice to the other parties in the manner set forth hereinabove.

     11.  CAPTIONS AND HEADINGS.  The captions and headings of
this Agreement are for convenience 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.

     12.  GOVERNING LAW.  This agreement shall be governed by the
law of the jurisdiction in which the Property is located.

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

                         LENDER:


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



                         TENANT:

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


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



                         LANDLORD:


                         By:-----------------------------
                            Name:   Norman M. Kranzdorf
                            Title:  President

STATE OF            )
                    :  ss.:
COUNTY OF           )

          On this ---- day of --------------, 1996, before me,
--------------------------, the undersigned officer, personally
appeared ------------------------, who acknowledged for himself
that he is the ----------------- of                             
and that he being authorized to do so executed the foregoing
instrument for the purposes therein contained by signing the name
of the Corporation by himself as ------------------.
 
          IN WITNESS WHEREOF, I hereunto set my hand and official
seal. 


                              ----------------------------------- 
                                    Notary Public
                              My Commission Expires: 


STATE OF            )
                    :  ss.:
COUNTY OF           )

          On this ---- day of --------------, 1996, before me,
-----------------------, the undersigned officer, personally
appeared NORMAN M. KRANZDORF, who acknowledged himself to be the
President of ----------------------, a ----------------
corporation and that he as such President being authorized to do
so, executed the foregoing instrument for the purposes therein
contained by signing the name of the Corporation by himself as
President.

          IN WITNESS WHEREOF, I hereunto set my hand and official
seal.


                              -----------------------------------
                              Notary Public
                              My Commission Expires:

STATE OF            )
                    :  ss.:
COUNTY OF           )


          On this ---- day of ------------, 1996, before me,
-----------------------, the undersigned officer, personally
appeared ------------------------, who acknowledged himself to be
the --------------------- of ------------------------------------
------------------------, that he as such ----------  being
authorized to do so, executed the foregoing instrument for the
purposes therein contained by signing the name of the trust by
himself as ----------------.

          IN WITNESS WHEREOF, I hereunto set my hand and official
seal.



                              -----------------------------------
                              Notary Public
                              My Commission Expires:

                       SNDA Certification

                  [Borrower's Name and Address]


                         ---------- --, 1996



Trustee Name and Address


          Re:  [Property Name]
               ---------------

Gentlemen:

          Reference is made to Section --- (the "Mortgage")
between [KRT Origination Corp.] and [Borrower] with respect to
the above mentioned property.  [Borrower] has entered into or is
about to enter into a lease of a portion of the above mention
property with [Tenant].  [Tenant] has requested that [Trustee]
enter into a non-disturbance agreement in the form enclosed
herewith.  Said form is either on the form of non-disturbance
agreement attached as Exhibit C to the Mortgage, with such
changes as do not materially adversely affect the [Trustee] or is
on the Tenant's standard form, provided, however, that the
protections afforded to the [Trustee] by said agreement are not
materially less than the protections that would have been
afforded had the Tenant entered into the form of non-disturbance
agreement attached to the Mortgage.  

          Please execute and return to us the enclosed
agreements.  

                         Very truly yours,

                         [BORROWER]



                         By: ------------------------
                             [Authorized Signatory]

                                SCHEDULE 1
                                ----------

                          Allocated Loan Amounts

Allocated Loan Amounts

     The chart below sets forth the original Allocated Loan Amount with
respect to each of the Mortgaged Properties provided for in the Mortgage.

                                                             As a % of
                                                               Total
                                                Allocated    Allocated
                             Location of          Loan         Loan
Mortgaged Property       Mortgaged Property      Amount       Amount 
------------------       -------------------    --------    ----------

The Mall at Cross County   Yonkers, NY        $ 20,283,000    11.16%
Bethlehem Square           Bethlehem, PA        16,249,000     8.94%
Whitehall Square           Whitehall, PA        15,176,000     8.35%
Fox Run                    Prince Frederick, MD 14,069,000     7.74%
Bristol Commerce Park      Bristol, PA          12,994,000     7.15%
Groton Square              Groton, CT           12,174,000     6.70%
Suburban Plaza             Hamilton, NJ         10,453,000     5.75%
Park Hills Plaza           Altoona, PA           9,602,000     5.29%
Barn Plaza                 Doylestown, PA        9,164,000     5.04%
Highridge Plaza            Yonkers, NY           7,242,000     3.99%
Anneslie                   Baltimore, MD         5,859,000     3.22%
Best Plaza                 Tredyffrin, PA        5,747,000     3.16%
Collegetown                Glassboro, NJ         5,487,000     3.03%
Hillcrest Mall             Phillipsburg, NJ      5,384,000     2.96%
Bensalem Square            Bensalem, PA          4,281,000     2.36%
Street Road                Bensalem, PA          4,127,000     2.27%
Pilgrim Gardens            Drexel Hill, PA       4,058,000     2.23%
Hillcrest Plaza            Frederick, MD         3,832,000     2.11%
North Ridge                New Rochelle, NY      2,597,000     1.43%
Manchester Kmart           Manchester, CT        2,522,000     1.39%
69th Street Plaza          Upper Darby, PA       2,479,000     1.37%
MacArthur Road             Whitehall, PA         2,308,000     1.27%
Village Square             Larchmont, NY         1,850,000     1.02%
Milford                    Milford, CT           1,470,000     0.81%
A&P Mamaroneck             Mamaroneck, NY        1,061,000     0.58%
Orange                     Orange, CT              786,000     0.43%
Port Washington            Port Washington, NY       446,000   0.25%

                  TOTAL                       $181,700,000   100.00%
                                              ============   =======



                                SCHEDULE 2
                                ----------


                            Grantor Properties



               Grantor                            Property
               -------                            ---------
     
1.   KRT Property Holdings, Inc. ("KRT")     The Mall at Cross County
2.   KRT                                     Bethlehem Square
3.   KRT                                     Whitehall Square
4.   Fox Run, Limited Partnership            Fox Run
5.   KRT                                     Bristol Commerce Park
6.   KRT                                      Groton Square
7.   KR Suburban, L.P.                       Suburban Plaza
8.   KRT                                     Park Hills Plaza
9.   KRT                                     Barn Plaza
10.  KRT                                     Highridge Plaza
11.  KR Trust One, Inc.                      Anneslie
12.  KR Best Associates, L.P.                Best Plaza
13.  KR Collegetown, Inc.                    Collegetown
14.  KR Hillcrest Mall, Inc.                 Hillcrest Mall
15.  KRT                                     Bensale Square
16.  KR Street Associates, L.P.              Street Road
17.  KR Pilgrim, L.P.                        Pilgrim Gardens
18.  Hillcrest Plaza Limited Partnership     Hillcrest Plaza
19.  KRT                                     North Ridge
20.  KR Manchester, Inc.                     Manchester Kmart
21.  KR 69th Street, L.P.                    69th Street Plaza
22.  KR MacArthur Associates, L.P.           MacArthur Road
23.  KRT                                     Village Square
24.  KRT                                     Milford
25.  KRT                                     A&P Mamaroneck
26.  KR Orange, Inc.                         Orange
27.  KRT                                     Port Washington

                                SCHEDULE 3
                                ----------

                            Short-Term Repairs
                           ---------------------

                    Environmental & Engineering Reports
                           Major CAM Breakdowns


Center         Current        Description       2-5 Years   Description
------         -------       ------------       ---------  ------------

Anneslie     $46,750.00      Re-roof north      $1,000.00   Mortar 
                             retails                        pointing

                                                $5,000.00   Replace east
                                                            facade coating
                             
Fox Run      $25,000.00      Stormwater
                             management system
                             rehabilitation
                             required due to
                             erosion damage. 
                             The rehab program
                             has commenced.
                             
Collegetown  $21,350.00      Replace room
                             above Marianne
                             Store and from
                             Rent-A-Center to
                             Gold Connection
                             II.  Tenants com-
                             plaining of
                             leakage where
                             overhang connects
                             to main roof and
                             at rear of roofs. 
                             Also, replace
                             roof from
                             Collegetown
                             Speedwash to H &
                             H Appliance.

Hillcrest    $65,400.00      Re-roof areas above 
Mall                         stores #9, 10,
                             11, 18 and 19. 
                             Reshingle and
                             seal peaked roof
                             above Super Fresh
                             (Store #35). 
                             Ownership plans
                             to re-roof Store
                             18-19 in the next
                             few months and to
                             reshingle and
                             seal the peaked
                             Super Fresh roof
                             soon.

             $49,000.00      Repair flat roofs
                             above stores 17
                             and 20 through
                             25.  Ownership
                             plans to re-roof
                             store 17 (old
                             section of
                             Rickels) in the
                             next few months. 
                             Note that store
                             20 (Woolworth's)
                             has roof warranty
                             in effect which
                             may cover roof
                             repair costs for
                             that store.  Find
                             the source of
                             leakage from
                             canopies of
                             buildings with
                             the following
                             store numbers 2
                             through 7, 8
                             through 15 and 16
                             through 24.  Seal
                             and repair.

A & P        $48,000.00      Re-roof one-story $24,000.00   Re-roof 
Mamaroneckof                 section of                     two-story 
                             building.                      section of
                                                            building

                                                $5,000.00   Power wash and
                                                            repaint
                                                            exterior CMU
                                                            walls.

Highridge                                      $15,000.00   Resurface
                                                            McDonald's &
                                                            Pizza Express
                                                            roofs.

                                               $12,600.00   Complete the
                                                            resurfacing of
                                                            north building
                                                            roof.

Northridge                                     $18,000.00   Replace two
                                                            HVAC units over
                                                            the vacant
                                                            stores.

Bensalem     $24,000.00      Replace broken
                             paving on north
                             side of building,
                             service area and
                             overflow parking
                             areas.
                                                            
Bristol Commerce Park                           $3,000.00   Paving repairs
                                                            - circular
                                                            drive.

                                                $1,500.00   Replace
                                                            sidewalk of
                                                            Boston Market.

                                                $3,000.00   Stucco Facade
                                                            reserve for
                                                            repairs

Cross County                 1.  Correction of
                             all existing
                             Building Code
                             violations
                             disclosed in the
                             Notice of
                             Violation dated
                             April 2, 1996
                             forwarded to KRT
                             Property
                             Holdings, Inc.
                             relating to Cross
                             County Square
                             Shopping Center. 
                             

                             2.  Final
                             certificate of
                             completion for
                             all work
                             undertaken in
                             connection with
                             Building Permit
                             #71229 issued
                             March 24, 1988
                             for walkways,
                             stairs and
                             retaining walls,
                             relating to Cross
                             County Square
                             Shopping Center.

TOTALS      $279,500.00      TOTALS            $88,100.00