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
----------------------------------------------------------------
          The maximum principal indebtedness hereby secured by property
located in Calvert County, Maryland is $11,725,000.

          The maximum principal indebtedness hereby secured by property
located in Baltimore City/Baltimore County, Maryland is $5,230,000.  
                                                                     [MD2nd]

                              TABLE OF CONTENTS
                              -----------------


                                                                        Page
                                                                        ----

1.   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

2.   Warranty of Title . . . . . . . . . . . . . . . . . . . . . . . . .  29

3.   Payment and Performance of Obligations Secured. . . . . . . . . . .  30

4.   Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . .  30

5.   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31

6.   Condemnation and Insurance Proceeds . . . . . . . . . . . . . . . .  36

7.   Impositions, Liens and Other Items. . . . . . . . . . . . . . . . .  42

8.   Ground Leases . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

9.   License to Collect Rents. . . . . . . . . . . . . . . . . . . . . .  45

10.  Security Agreement. . . . . . . . . . . . . . . . . . . . . . . . .  46

11.  Transfers, Indebtedness and Subordinate Liens . . . . . . . . . . .  47

12.  Maintenance of Trust Estate; Alterations; Inspection; Utilities . .  52

13.  Legal Compliance. . . . . . . . . . . . . . . . . . . . . . . . . .  53

14.  Books and Records, Financial Statements, Reports and Other
     Information . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54

15.  Compliance with Leases and Agreements . . . . . . . . . . . . . . .  56

16.  Beneficiary's Right to Perform. . . . . . . . . . . . . . . . . . .  58

17.  Grantor's Existence; Organization and Authority . . . . . . . . . .  59

18.  Protection of Security; Costs and Expenses. . . . . . . . . . . . .  60

19.  Management of the Trust Estate. . . . . . . . . . . . . . . . . . .  61

20.  Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62

21.  Application of Proceeds . . . . . . . . . . . . . . . . . . . . . .  69

22.  Certain Waivers . . . . . . . . . . . . . . . . . . . . . . . . . .  69

23.  Notice of Certain Occurrences . . . . . . . . . . . . . . . . . . .  70

24.  Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

25.  Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70

26.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71

27.  No Oral Modification. . . . . . . . . . . . . . . . . . . . . . . .  71

28.  Partial Invalidity. . . . . . . . . . . . . . . . . . . . . . . . .  71

29.  Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . .  71

30.  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . .  72

31.  Certain Representations, Warranties and Covenants . . . . . . . . .  72

32.  No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76

33.  Non-Recourse Obligations. . . . . . . . . . . . . . . . . . . . . .  76

34.  Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . .  77

35.  Estoppel Certificates . . . . . . . . . . . . . . . . . . . . . . .  77

36.  Intentionally Omitted . . . . . . . . . . . . . . . . . . . . . . .  77

37.  Indemnification by Grantor. . . . . . . . . . . . . . . . . . . . .  77

38.  Release of Property . . . . . . . . . . . . . . . . . . . . . . . .  79

39.  Rating Agency Monitoring. . . . . . . . . . . . . . . . . . . . . .  83

40.  Environmental Matters . . . . . . . . . . . . . . . . . . . . . . .  83

41.  Recourse Nature of Certain Indemnifications . . . . . . . . . . . .  85

42.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . .  85

43.  Merger, Conversion, Consolidation or Succession to Business of
     Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85

44.  No Endorsement. . . . . . . . . . . . . . . . . . . . . . . . . . .  85

45.  Substitute Property . . . . . . . . . . . . . . . . . . . . . . . .  86

46.  Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
                                                                        Page
                                                                        ----

47.  Defeasance Collateral Account . . . . . . . . . . . . . . . . . . .  93

48.  Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  94

49.  Modification of Operating Agreements. . . . . . . . . . . . . . . .  95

50.  Substitute or Successor Trustee . . . . . . . . . . . . . . . . . .  96

51.  Liability of Trustee. . . . . . . . . . . . . . . . . . . . . . . .  97

52.  Beneficiary and Trustee . . . . . . . . . . . . . . . . . . . . . .  97

53.  Miscellaneous; Servicer Cure. . . . . . . . . . . . . . . . . . . . 104

54.  As to Property in Maryland. . . . . . . . . . . . . . . . . . . . . 104

55.  As to Property in Connecticut . . . . . . . . . . . . . . . . . . . 105

56.  As to Property in New Jersey. . . . . . . . . . . . . . . . . . . . 109

57.  As to Property in New York. . . . . . . . . . . . . . . . . . . . . 109

58.  As to Property in Pennsylvania. . . . . . . . . . . . . . . . . . . 111

59.  Liability of Assignees of Beneficiary . . . . . . . . . . . . . . . 113

60.       One of a Number of Mortgages . . . . . . . . . . . . . . . . . 113





                                  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 2 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.  

          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; provided, that of the total principal amount of
     indebtedness, $11,725,000 shall be secured by that certain property
     located in Calvert County, Maryland, and $5,230,000 shall be secured by
     that certain property located in Baltimore City and Baltimore County,
     Maryland, all of which properties are more fully described on Exhibit
     "A"  (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, equipment, 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, incinerating,
     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) (hereinafter
     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 hereafter entered into by Grantor
     including, without limitation, any cash and securities deposited
     thereunder (collectively, the "Leases"), the grant of such cash and
     securities hereunder 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 limitation, 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 Properties, 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 obligations 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 Invest-
ment 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.
Section 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.  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 required 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 Collateral 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 Defea-
sance 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 and the Consolidated, Amended and Restated
Indenture of Mortgage, Deed of Trust, Security Agreement, Financing
Statement, Fixture Filing and Assignment of Leases, Rents and Security
Deposits of even date herewith by Grantor in favor of the Trustees named
therein for the benefit of the Beneficiary.  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 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 earthquake 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 required 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 inspection fees, and then as required by Section 6(j) hereof.  Any
Proceeds remaining after prepayment in part as set forth in Section 6(j)
hereof shall be paid to Grantor or as it may direct in writing.  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, provid-
ed 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 applied to reduce the Indebt-
edness, 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 In-
debtedness (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 de-
creased 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).

          F  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.

          (b)  Fixture Filing.  This Mortgage constitutes a financing
statement and, to the extent required under UCC 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 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

               F& 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, stat-
utes, 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, maintenance, alteration, repair or reconstruction of
any Property and the Building Equipment thereon including, without limita-
tion, 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 reasonably requested by Beneficiary or the
Rating Agency, as applicable, 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 prospective purchaser designated
by such Holder, any and all such information 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 agree-
ment, in form and substance substantially similar to the form attached
hereto as Exhibit "C" (a "Nondisturbance 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., partnership, 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 Benefi-
     ciary, 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 Jurisdictional
     Trustee, as applicable), may conduct any number of sales from time to
     time.  The power of sale shall not be exhausted 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 Jurisdictional
     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 Benefi-
     ciary, 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 pur-
     chaser 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.  Benefi-
     ciary, 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 pay-
able, 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 Indebt-
edness 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 appointment 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 Beneficiary 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.

          &.  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 inter-
preted 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 continu-
                    ing 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 conditions prece-
                    dent 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 Docu-
ments 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 relating thereto and
                    otherwise reasonably acceptable to Beneficiary.  Each
                    survey shall contain the original signature and seal of
                    the surveyor and any additional matter required 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 statements (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 Collateral 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 registered 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 interest 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, interest 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
               released), and Grantor has full power and authority to pledge
               such Defeasance Collateral to Beneficiary;

                      (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 delivery;

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

                      (E) the information set forth in the schedule attached
               to such Officers' Certificate is correct and complete as of
               the date of delivery (such schedule, which shall be attached
               to and form a part of such Officers' Certificate, shall
               demonstrate 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 Col-
     lateral, (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 sufficient 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 Grantor 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 Collateral Account shall contain (i) all Defeasance Collateral
delivered 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 accor-
dance with the Cash Collateral 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 Beneficiary 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 Defeasance 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 Collateral 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 continu-
     ance 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 obligations 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 con-
     clusively 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 reasonable 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 protection to the Trustees shall be sub-
     ject to the provisions of this Section 52(b).

                    (v)  No provision of this Mortgage shall require the
     Trustees to expend or risk their own funds or otherwise incur any
     personal financial liability in the performance 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 per-
     mitted 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 obligations 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 Benefi-
     ciary 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 Juris-
     dictional 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 instrument in writ-
     ing 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 instruments 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 Jurisdic-
     tional 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 suc-
     cessor 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 instruments 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 Beneficiary 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 hereunder shall be satisfied by
     the delivery thereof to Beneficiary.

                    (H)  Any successor to the Jurisdictional Trustee
     (herein, called the "Successor Jurisdictional Trustee") shall execute,
     acknowledge and deliver to its predecessor (herein called the "Prede-
     cessor 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 recordable 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 incurred 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 per-
     mitted 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 obligations 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 instrument 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 instruments 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 appointment.  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 writ-
ten 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, transfer, 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 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
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.

          & 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.  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.

            This Mortgage is intended to be an "Open-End Mortgage" that
secures future advances pursuant to the provisions of 42 Pa.C.S.A.  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 under seal on the date first hereinabove written.

All of the following          KRT PROPERTY HOLDINGS, INC.
signed, sealed and 
acknowledged in the
presence of:                  By: /s/ Robert Dennis                   (SEAL)
                                 ------------------------------------
                                 Name:  Robert Dennis
/s/ Michael Markman              Title: Vice President
-----------------------------
Michael Markman, Secretary       
                                 


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

                              HILLCREST PLAZA LIMITED PARTNERSHIP
                              By:  KR Hillcrest, Inc.

                                   
                                 By: /s/ Robert Dennis                (SEAL)
                                    ---------------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR SUBURBAN, L.P.

                              By:  KR Suburban, Inc.


                                 By: /s/ Robert Dennis                (SEAL)
                                    ---------------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              FOX RUN, LIMITED PARTNERSHIP

                              By:  KR Fox Run, Inc.


                                 By: /s/ Robert Dennis                (SEAL)
                                    ---------------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR MacARTHUR ASSOCIATES, L.P.

                              By:  KR MacArthur, Inc.


                                 By: /s/ Robert Dennis                (SEAL)
                                    ---------------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR BEST ASSOCIATES, L.P.

                              By:  KR Best Associates, Inc.


                                   By: /s/ Robert Dennis              (SEAL)
                                    ---------------------------------
                                      Name:  Robert Dennis
                                      Title: Vice President



                              KR 69TH STREET, L.P.

                              By:  KR 69th Street, Inc.


                                 By: /s/ Robert Dennis                (SEAL)
                                    ---------------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR TRUST ONE, INC.


                              By: /s/ Robert Dennis                   (SEAL)
                                  ---------------------------------
                                 Name:  Robert Dennis
                                 Title: Vice President



                              KR MANCHESTER, INC.


                              By: /s/ Robert Dennis                   (SEAL)
                                 ---------------------------------
                                 Name:  Robert Dennis
                                 Title: Vice President



                              KR STREET ASSOCIATES, L.P.

                              By:  KR Street, Inc.


                                 By: /s/ Robert Dennis                (SEAL)
                                    ---------------------------------
                                    Name:  Robert Dennis
                                    Title: Vice President



                              KR ORANGE, INC.


                              By: /s/ Robert Dennis                   (SEAL)
                                 ---------------------------------
                                 Name:  Robert Dennis
                                 Title: Vice President



                              KR COLLEGETOWN, INC.


                              By: /s/ Robert Dennis                   (SEAL)
                                 ---------------------------------
                                 Name:  Robert Dennis
                                 Title: Vice President



                              KR HILLCREST MALL, INC.


                              By: /s/ Robert Dennis                   (SEAL)
                                 ---------------------------------
                                 Name:  Robert Dennis
                                 Title: Vice President



                              KR PILGRIM, L.P.

                              By:  KR Pilgrim, Inc.


                                   By: /s/ Robert Dennis              (SEAL)
                                      -------------------------------
                                      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:
COUNTY OF NEW YORK  )

          On the ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known, who, being by me duly sworn, did depose and say that he
resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania  19403; that
he is the Vice President of KRT PROPERTY HOLDINGS, INC., the corporation
described in and which executed the foregoing instrument; and that he signed
his/her name thereto by authority of the Board of Directors of said
corporation. 

                              ------------------------------
NOTARIAL SEAL                 Notary Public





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

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR HILLCREST, INC., a corporation
duly organized under the laws of the State of Maryland, having its principal
place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of HILLCREST PLAZA, LIMITED PARTNERSHIP, a Maryland limited
partnership, the partnership described in and which executed the foregoing
instrument; that he signed his name to the said instrument by authority of
the Board of Directors of said corporation; and he acknowledges to me that
the said instrument was executed by said corporation as its voluntary act
and deed by virtue of authority from its Board of Directors for and on
behalf of said partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public

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


          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR SUBURBAN, INC., a corporation
duly organized under the laws of the State of New Jersey, having its
principal place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of KR SUBURBAN, L.P., a New Jersey limited partnership, the
partnership described in and which executed the foregoing instrument; that
he signed his name to the said instrument by authority of the Board of
Directors of said corporation; and he acknowledges to me that the said
instrument was executed by said corporation as its voluntary act and deed by
virtue of authority from its Board of Directors for and on behalf of said
partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public



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

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR FOX RUN, INC., a corporation duly
organized under the laws of the State of Maryland, having its principal
place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of FOX RUN, LIMITED PARTNERSHIP, an Alabama limited partnership, the
partnership described in and which executed the foregoing instrument; that
he signed his name to the said instrument by authority of the Board of
Directors of said corporation; and he acknowledges to me that the said
instrument was executed by said corporation as its voluntary act and deed by
virtue of authority from its Board of Directors for and on behalf of said
partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public

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

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR MacARTHUR, INC., a corporation
duly organized under the laws of the State of Pennsylvania having its
principal place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of KR MacARTHUR ASSOCIATES, L.P., a Pennsylvania limited
partnership, the partnership described in and which executed the foregoing
instrument; that he signed his name to the said instrument by authority of
the Board of Directors of said corporation; and he acknowledges to me that
the said instrument was executed by said corporation as its voluntary act
and deed by virtue of authority from its Board of Directors for and on
behalf of said partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public




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

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR BEST ASSOCIATES, INC., a
corporation duly organized under the laws of the State of Pennsylvania,
having its principal place of business c/o Kranzco Realty Trust, 128 Fayette
Street, Conshohocken, Pennsylvania  19428; that said corporation is a
general partner of KR BEST ASSOCIATES, L.P., a Pennsylvania limited
partnership, the partnership described in and which executed the foregoing
instrument; that he signed his name to the said instrument by authority of
the Board of Directors of said corporation; and he acknowledges to me that
the said instrument was executed by said corporation as its voluntary act
and deed by virtue of authority from its Board of Directors for and on
behalf of said partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public

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

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR 69TH STREET, INC., a corporation
duly organized under the laws of the State of Pennsylvania, having its
principal place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of KR 69TH STREET, L.P., a Pennsylvania limited partnership, the
partnership described in and which executed the foregoing instrument; that
he signed his name to the said instrument by authority of the Board of
Directors of said corporation; and he acknowledges to me that the said
instrument was executed by said corporation as its voluntary act and deed by
virtue of authority from its Board of Directors for and on behalf of said
partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public




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

          On the ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known, who, being by me duly sworn, did depose and say that he
resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania  19403; that
he is the Vice President of KR TRUST ONE, INC., the corporation described in
and which executed the foregoing instrument; and that he signed his/her name
thereto by authority of the Board of Directors of said corporation. 

                              ------------------------------
NOTARIAL SEAL                 Notary Public

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

          On the ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known, who, being by me duly sworn, did depose and say that he
resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania  19403; that
he is the Vice President of KR MANCHESTER, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his/her
name thereto by authority of the Board of Directors of said corporation. 

                              ------------------------------
NOTARIAL SEAL                 Notary Public



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

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR STREET, INC., a corporation duly
organized under the laws of the State of Pennsylvania, having its principal
place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of KR STREET ASSOCIATES, L.P., a Pennsylvania limited partnership,
the partnership described in and which executed the foregoing instrument;
that he signed his name to the said instrument by authority of the Board of
Directors of said corporation; and he acknowledges to me that the said
instrument was executed by said corporation as its voluntary act and deed by
virtue of authority from its Board of Directors for and on behalf of said
partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary PublicSTATE OF NEW YORK   )
                    ss:
COUNTY OF NEW YORK  )

          On the ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known, who, being by me duly sworn, did depose and say that he
resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania  19403; that
he is the Vice President of KR ORANGE, INC., the corporation described in
and which executed the foregoing instrument; and that he signed his/her name
thereto by authority of the Board of Directors of said corporation. 

                              ------------------------------
NOTARIAL SEAL                 Notary Public



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

          On the ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known, who, being by me duly sworn, did depose and say that he
resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania  19403; that
he is the Vice President of KR COLLEGETOWN, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his/her
name thereto by authority of the Board of Directors of said corporation. 

                              ------------------------------
NOTARIAL SEAL                 Notary Public




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

          On the ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known, who, being by me duly sworn, did depose and say that he
resides 2917 Clyston Road, RD #2, Norristown, Pennsylvania  19403; that he
is the Vice President of KR HILLCREST MALL, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his/her
name thereto by authority of the Board of Directors of said corporation. 

                              ------------------------------
NOTARIAL SEAL                 Notary PublicSTATE OF NEW YORK   )
                    ss:
COUNTY OF NEW YORK  )

          On this ---- day of June, 1996, before me personally came ROBERT
DENNIS to me known and known by me to be the person who executed the
foregoing instrument, and who being by me duly sworn, did depose and say
that he resides at 2917 Clyston Road, RD #2, Norristown, Pennsylvania 
19403; that he is the Vice President of KR PILGRIM, INC., a corporation duly
organized under the laws of the State of Pennsylvania, having its principal
place of business c/o Kranzco Realty Trust, 128 Fayette Street,
Conshohocken, Pennsylvania  19428; that said corporation is a general
partner of KR PILGRIM, L.P., a Pennsylvania limited partnership, the
partnership described in and which executed the foregoing instrument; that
he signed his name to the said instrument by authority of the Board of
Directors of said corporation; and he acknowledges to me that the said
instrument was executed by said corporation as its voluntary act and deed by
virtue of authority from its Board of Directors for and on behalf of said
partnership for the use and purposes therein mentioned.

                              ------------------------------
NOTARIAL SEAL                 Notary Public


                                  EXHIBIT A
                                  ---------

                      Legal Descriptions of Properties

                                  EXHIBIT B
                                  ---------

                            Environmental Reports


                                                           DATE OF FINAL 
                                                              REPORT
STATE               PROPERTY NAME                        (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                                           Bensalem 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 retails    $1,000.00  Mortar 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 complaining 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 stores 
Mall                     #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 
Mamaroneck               section of building.                two-story
                                                             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                                           $3,000.00  Paving repairs
Commerce                                                     - circular
Park                                                          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