<PAGE>
                                                                    EXHIBIT 10.2


================================================================================



                           USRP FUNDING 2001-A, L.P.


                                   as Issuer,


                        WELLS FARGO BANK MINNESOTA, N.A.


                              as Indenture Trustee


                                       and


                           MBIA INSURANCE CORPORATION


                             as Certificate Insurer


                                   ----------


                         AMENDED AND RESTATED INDENTURE


                           Dated as of August 1, 2001


                                   ----------


                                  $180,000,000
                           USRP Funding 2001-A, L.P.
                        Triple Net Lease Mortgage Notes.



================================================================================

<PAGE>


                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                             Page

                              PRELIMINARY STATEMENT

                                 GRANTING CLAUSE

                                GENERAL COVENANT

                                    ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>           <C>                                                             <C>
Section 1.01. Definitions .................................................... 2
Section 1.02. Rules of Construction .......................................... 22

                                   ARTICLE II

                                    THE NOTES

Section 2.01. Forms; Denominations ........................................... 23
Section 2.02. Execution, Authentication, Delivery and Dating ................. 23
Section 2.03. Reserved ....................................................... 24
Section 2.04. The Notes Generally ............................................ 24
Section 2.05. Registration of Transfer and Exchange of Notes ................. 24
Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes ..................... 26
Section 2.07. Noteholder Lists ............................................... 27
Section 2.08. Persons Deemed Owners .......................................... 27
Section 2.09. Certification of Receipt of the Lease Files .................... 27
Section 2.10. Payments on the Notes .......................................... 28
Section 2.11. Final Payment Notice ........................................... 29
Section 2.12. Compliance with Withholding Requirements and Reporting ......... 29
Section 2.13. Cancellation ................................................... 30

                                   ARTICLE III

                                    ACCOUNTS

Section 3.01. Lockbox Account ................................................ 30
Section 3.02. Collection Account ............................................. 31
Section 3.03. Account Collateral ............................................. 32
Section 3.04. Lease Advances ................................................. 33

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture ........................ 34
Section 4.02. Application of Trust Money ..................................... 35
</Table>




<PAGE>



<Table>
<Caption>
                                                                             Page
<S>           <C>                                                             <C>
                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

Section 5.01. Events of Default .............................................. 35
Section 5.02. Acceleration of Maturity; Rescission and Annulment ............. 36
Section 5.03. Collection of Indebtedness and Suits for Enforcement by
              Indenture Trustee .............................................. 36
Section 5.04. Remedies ....................................................... 38
Section 5.05. Application of Money Collected ................................. 39
Section 5.06. Limitation on Suits ............................................ 39
Section 5.07. Unconditional Right of Noteholders to Receive Principal
              and Interest ................................................... 39
Section 5.08. Restoration of Rights and Remedies ............................. 39
Section 5.09. Rights and Remedies Cumulative ................................. 40
Section 5.10. Delay or Omission Not Waiver ................................... 40
Section 5.11. Waiver of Past Defaults ........................................ 40
Section 5.12. Undertaking for Costs .......................................... 41
Section 5.13. Waiver of Stay or Extension Laws ............................... 41
Section 5.14. Sale of Collateral ............................................. 41
Section 5.15. Action on Notes ................................................ 42

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01. Certain Duties and Responsibilities ............................ 42
Section 6.02. Notice of Defaults ............................................. 45
Section 6.03. Certain Rights of Indenture Trustee ............................ 45
Section 6.04. Compensation and Reimbursement ................................. 46
Section 6.05. Corporate Indenture Trustee Required; Eligibility .............. 48
Section 6.06. Authorization of Indenture Trustee ............................. 48
Section 6.07. Merger, Conversion, Consolidation or Succession to Business .... 48
Section 6.08. Resignation and Removal; Appointment of Successor .............. 48
Section 6.09. Acceptance of Appointment by Successor ......................... 50
Section 6.10. Unclaimed Funds ................................................ 50
Section 6.11. Illegal Acts ................................................... 51
Section 6.12. Communications by the Indenture Trustee ........................ 51
Section 6.13. Separate Indenture Trustees and Co-Trustees .................... 51
Section 6.14. Execution of Security Documents ................................ 52

                                   ARTICLE VII

                             REPORTS TO NOTEHOLDERS

Section 7.01. Reports to Noteholders ......................................... 53
Section 7.02. Access to Certain Information .................................. 53
</Table>



                                      -ii-
<PAGE>


<Table>
<Caption>
                                                                              Page
                                                                              ----
<S>           <C>                                                             <C>
                                  ARTICLE VIII

                 PROPERTY RELEASES, REDEMPTION AND SUBSTITUTION

Section 8.01. Property Releases .............................................. 55
Section 8.02. Redemption of the Notes ........................................ 56
Section 8.03. Sale by Issuer or Substitution by the Limited Partners ......... 57

                                   ARTICLE IX

                       SUPPLEMENTAL INDENTURES; AMENDMENTS

Section 9.01. Supplemental Indentures or Amendments Without Consent
              of Noteholders ................................................. 57
Section 9.02. Supplemental Indentures With Consent of Noteholders ............ 58
Section 9.03. Delivery of Supplements and Amendments ......................... 59
Section 9.04. Execution of Supplemental Indentures, etc ...................... 59

                                    ARTICLE X

                              COVENANTS; WARRANTIES

Section 10.01. Maintenance of Office or Agency ............................... 60
Section 10.02. Existence ..................................................... 60
Section 10.03. Payment of Taxes and Other Claims ............................. 60
Section 10.04. Validity of the Notes; Title to the Collateral; Lien .......... 60
Section 10.05. Protection of Collateral ...................................... 62
Section 10.06. Negative Covenants ............................................ 63
Section 10.07. Statement as to Compliance .................................... 63
Section 10.08. Cap Reserve and Environmental Reserve ......................... 64
Section 10.09. Interest Rate Cap ............................................. 65

                                   ARTICLE XI

                             REAL ESTATE PROVISIONS

Section 11.01. Insurance ..................................................... 66
Section 11.02. Restoration After Casualty / Condemnation ..................... 68
Section 11.03. Leases and Rents .............................................. 72
Section 11.04. Compliance with Laws .......................................... 72
Section 11.05. Management .................................................... 73
Section 11.06. Property Use .................................................. 74
Section 11.07. ERISA ......................................................... 74
Section 11.08. Single Purpose Entity ......................................... 74
Section 11.09. Estoppel Certificates ......................................... 77
Section 11.10. No Sale / Encumbrance ......................................... 78
Section 11.11. Environmental Provisions ...................................... 79
Section 11.12. Indemnification ............................................... 81
Section 11.13. Marshalling and Other Matters ................................. 82
Section 11.14. Sole Discretion of the Indenture Trustee and the
               Certificate Insurer ........................................... 82
Section 11.15. Performance at the Issuer's Expense ........................... 83
</Table>



                                      -iii-
<PAGE>


<Table>
<Caption>
                                   ARTICLE XII

                                  MISCELLANEOUS
                                                                             Page
<S>           <C>                                                             <C>
Section 12.01. Execution Counterparts ........................................ 84
Section 12.02. Compliance Certificates and Opinions, etc ..................... 84
Section 12.03. Form of Documents Delivered to Indenture Trustee .............. 84
Section 12.04. Acts of Noteholders ........................................... 85
Section 12.05. Computation of Percentage of Noteholders ...................... 85
Section 12.06. Notice to the Indenture Trustee, the Issuer and Certain
               Other Persons ................................................. 86
Section 12.07. Notices to Noteholders; Notification Requirements and Waiver .. 86
Section 12.08. Successors and Assigns ........................................ 86
Section 12.09. Separability Clause ........................................... 86
Section 12.10. Governing Law ................................................. 87
Section 12.11. Effect of Headings and Table of Contents ...................... 87
Section 12.12. Benefits of Indenture ......................................... 87
Section 12.13. Recording of Indenture ........................................ 87
Section 12.14. Trust Obligation .............................................. 88
Section 12.15. Inspection .................................................... 88
Section 12.16. Method of Payment ............................................. 88
Section 12.17. Recourse Provisions ........................................... 88
Section 12.18. Certificate Insurer Rights .................................... 91
Section 12.19. No Bankruptcy Petition Against the Issuer or its
               General Partner ............................................... 91
Section 12.20. Limitation on Liability ....................................... 91
</Table>



                                      -iv-
<PAGE>


                                    EXHIBITS

Exhibit A    Form of Class A Note
Exhibit B    [Reserved]
Exhibit C-1A Form I of Transferor Certificate for Transfers of Notes
Exhibit C-1B Form II of Transferor Certificate for Transfers of Notes
Exhibit C-2  Form of Transferee Certificate for Transfers of Notes to Qualified
             Institutional Buyers
Exhibit D    Form of Certificate Regarding Information Requested by Noteholder
Exhibit E    Notice of Request For Release
Exhibit F    Form of Certification of Indenture Trustee

Schedule A   Property Schedule
Schedule B   Amortization Schedule
Schedule C   Litigation Schedule



                                       -v-
<PAGE>



         AMENDED AND RESTATED INDENTURE, dated as of August 1, 2001 (this
"Indenture"), between USRP Funding 2001-A, L.P., as Issuer (the "Issuer"), MBIA
Insurance Corporation, as Certificate Insurer (the "Certificate Insurer") and
Wells Fargo Bank Minnesota, N.A., a national banking association, not in its
individual capacity, but solely as Indenture Trustee (the "Indenture Trustee")
under this Indenture.

                              PRELIMINARY STATEMENT

         On January 9, 2001, the Issuer issued its Triple Net Lease Mortgage
Notes, Series 2001-A (the "Original Notes") pursuant to an Indenture, dated as
of January 9, 2001 (the "Original Indenture"), between the Issuer and the
Indenture Trustee. The Issuer desires to amend and restate the Original Notes
and the Original Indenture pursuant to this Indenture. The Issuer has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of the Notes to be issued pursuant to this Indenture.

         All things necessary to make the Notes, when the Notes are executed by
the Issuer and authenticated and delivered by the Indenture Trustee hereunder
and duly issued by the Issuer, the valid and legally binding obligations of the
Issuer enforceable in accordance with its terms, and to make this Indenture a
valid and legally binding agreement of the Issuer enforceable in accordance with
its terms, have been done.

                                 GRANTING CLAUSE

         In addition to the Collateral Granted pursuant to the Security
Instruments and the other Security Documents, the Issuer hereby Grants to the
Indenture Trustee effective as of the Closing Date, as Indenture Trustee for the
benefit of the Noteholders and the Certificate Insurer, all of the Issuer's
right, title and interest in and to (i) such funds as from time to time are
deposited in the Lockbox Account, the Collection Account, the Reserve Account
(to the extent provided herein) and all other accounts established under this
Indenture, the Security Instruments or the Property Management Agreement, (ii)
all rights of the Issuer under the Contribution Agreement and the Property
Management Agreement, (iii) all rights of the Issuer under the Interest Rate Cap
and (iv) all proceeds of the foregoing of every kind and nature whatsoever,
including, without limitation, all proceeds of the conversion thereof, voluntary
or involuntary, into cash or other liquid property, all cash proceeds, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind and other forms of obligations and
receivables, instruments and other property that at any time constitute all or
part of or are included in the proceeds of the foregoing.

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.


<PAGE>

                                GENERAL COVENANT

         AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be
authenticated and delivered by the Indenture Trustee, that the Collateral is to
be held and applied by or on behalf of the Indenture Trustee for the benefit of
the Noteholders and the Certificate Insurer, subject to the further covenants,
conditions and trusts hereinafter set forth, and the Issuer hereby represents
and warrants, and covenants and agrees, to and with the Indenture Trustee, for
the equal and proportionate benefit and security of each Noteholder and the
Certificate Insurer, as follows:

                                    ARTICLE I

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.01. Definitions.

         Whenever used in this Indenture, including in the Preliminary
Statement, the Granting Clause and the General Covenant hereinabove set forth,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Section 1.01 or, if not specified in this
Section 1.01, then in the Security Instruments, or if not specified in the
Security Instruments, then in the Property Management Agreement.

         "Account Collateral": The Lockbox Account, the Collection Account, the
Reserve Account and all sums at any time held, deposited or invested therein,
together with any interest or other earnings thereon, and all proceeds thereof
(including, without limitation, proceeds of sales and other dispositions),
whether accounts, general intangibles, chattel paper, deposit accounts,
instruments, documents or securities.

         "Act": As defined in Section 12.04.

         "Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. 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.

         "Allocated Loan Amount": With respect to each Property as of any date
of determination, the Appraised Value of such Property multiplied by a fraction,
the numerator of which is the Note Principal Balance of the Outstanding Notes
and the denominator of which is the Total Appraised Value of the Properties.

         "Amortization Schedule": Schedule B hereto, setting forth the Scheduled
Principal Payment for each Payment Date.

         "Applicable Laws": shall mean all existing and future federal, state
and local laws, orders, ordinances, governmental rules and regulations or court
orders affecting any Property, or the use thereof.



                                       -2-
<PAGE>

         "Appraised Value": With respect to any Property, (i) owned by the
Issuer as of the Cut-off Date, the amount set forth on Schedule A with respect
to such Property or (ii) acquired by the Issuer after the Cut-off Date, the
appraised value of such Property as determined by a traditional MAI appraisal
which provides for an individual valuation of such Property.

         "Authenticating Agent": As defined in Section 2.02(b).

         "Available Amount": As defined in Section 3.02(b).

         "Back-up Servicer": Hudson Advisors, in its capacity as back-up
servicer under the Property Management Agreement, or its successor in interest,
or any successor back-up servicer appointed as provided in the Property
Management Agreement.

         "Back-up Servicing Fee": As defined in the Property Management
Agreement.

         "Bankruptcy Code": Title 11 of the United States Code entitled
"Bankruptcy" as the same may be amended, modified, succeeded or replaced, from
time to time.

         "Base Rent": With respect to any Lease, the fixed or a "base" monthly
lease payment payable thereunder, as such amount may be increased by fixed
percentages or dollar amounts as specified in the Lease, which amount does not
include any Percentage Rent or Special Rent payable under such Lease.

         "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions are authorized or obligated by law or executive order
to remain closed in New York, New York, Dallas, Texas and Minneapolis, Minnesota
or in any other city in which the Corporate Trust Office of the Indenture
Trustee, the Grantor Trust Trustee or the Lockbox Account Bank is located.

         "C&G Store": A Property operated by or on behalf of the related Tenant
as a convenience and gasoline station or a car wash or similar facility.

         "Cap Provider": Bank of America, N.A., and its permitted successors and
assigns.

         "Cap Reserve Account": As defined in Section 10.08.

         "Cap Reserve Amount": With respect to any Payment Date following the
occurrence of the Cap Reserve Trigger, an amount equal to (i) the cost of a
replacement Interest Rate Cap covering the period from the Stated Maturity to
and including the Rated Final Payment Date based on a written estimate obtained
from the Cap Provider divided by (ii) the number of Payment Dates from and
including the Payment Date on which the Cap Reserve Trigger occurs to and
including the Payment Date in August 2006.

         "Cap Reserve Trigger": Shall be deemed to occur if, on any Payment Date
on or after the Payment Date in August 2005, (i) LIBOR is greater than 5.50% and
the Cashflow Coverage Ratio (calculated without giving effect to payments made
under the then existing Interest Rate Cap) is less than 1.45 and (ii) the Issuer
has not obtained a Commitment Letter.

         "Cashflow Coverage Ratio": With respect to any Payment Date, a ratio in
which (a) the numerator is the sum of the Total Monthly Lease Payments, any
payments made under the Interest Rate Cap in respect of such Payment Date and
any withdrawals from the Reserve Account in respect of such Payment Date and



                                       -3-
<PAGE>

(b) the denominator is the total amount paid or to be paid pursuant to clauses
(i) through (iii) of the Waterfall Payments (other than any Unscheduled
Principal Payments, Liquidation Fees, Workout Fees, Property Protection Advances
and any costs associated with a transfer of servicing) on such Payment Date.

         "Casualty Consultant": As defined in Section 11.02.

         "Certificate Insurer": MBIA Insurance Corporation.

         "Certificate Insurer Default": Any of the following events: (a) the
failure of the Certificate Insurer to make any payment it is required to make in
accordance with the terms of the MBIA Policy or (b) the occurrence of a
Certificate Insurer Insolvency Event.

         "Certificate Insurer Insolvency Event": Any of the following events:
(a) the Superintendent of Insurance of the State of New York shall have applied
for an order with respect to the Certificate Insurer pursuant to Section 7402
(rehabilitation of the Certificate Insurer), Section 7404 (liquidation of the
Certificate Insurer) or Section 7416 (dissolution of the Certificate Insurer) of
the New York Insurance Law (or any successor provision thereto) (or if the
Certificate Insurer is not regulated by the Superintendent of Insurance of the
State of New York, the regulatory authority having primary jurisdiction over the
Certificate Insurer shall have applied for a similar order), and such
application shall not be dismissed or otherwise terminated during a period of
ninety (90) consecutive days or a court enters an order granting the relief
sought, (b) the Superintendent of Insurance of the State of New York shall have
determined that the Certificate Insurer is insolvent within the meaning of
Section 1309 of the New York Insurance Law, (c) the Certificate Insurer shall
have commenced a voluntary case or other proceeding seeking rehabilitation,
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, or shall
have consented to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced
against it, or shall have made a general assignment for the benefit of creditors
or (d) an involuntary case or other proceeding shall have been commenced against
the Certificate Insurer seeking rehabilitation, liquidation, reorganization or
other relief with respect to it or its debts under a bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or an order for relief shall have been entered
against the Certificate Insurer under the federal bankruptcy laws as now or
hereafter in effect and such order, case or proceeding is not dismissed or
otherwise terminated for a period of ninety consecutive days or a court of
competent jurisdiction enters an order granting the relief sought in such case
or proceeding.

         "Class A Note" or "Note": Any of the Notes executed by the Issuer and
authenticated by the Indenture Trustee or the Authenticating Agent, if any,
substantially in the form of Exhibit A attached hereto.

         "Class Exemption": A class exemption granted by the DOL, which provides
relief from some or all of the prohibited transaction provisions of ERISA and
the related excise tax provisions of the Code.

         "Closing Date": August 14, 2001.

         "Code": The Internal Revenue Code of 1986 and regulations promulgated
thereunder, including proposed regulations to the extent that, by reason of
their proposed effective date, could, as of the date of any



                                       -4-
<PAGE>

determination or opinion as to the tax consequences of any action or proposed
action or transaction, be applied to the Notes.

         "Collateral": All of the collateral Granted hereunder, under the
Security Instruments and under the other Security Documents to the Indenture
Trustee for the benefit of the Noteholders and the Certificate Insurer,
including, without limitation, (i) the Properties, (ii) the related leases,
rents and, if any, contracts, (iii) all personal property, fixtures, cash
management accounts and reserves and escrows of the Issuer related to the
Properties, (iv) all rights of the Issuer under the Contribution Agreement and
the Property Management Agreement, (v) all rights of the Issuer under the
Interest Rate Cap, and (vi) the Collection Account, the Lockbox Account, the
Reserve Account and all funds and Permitted Investments from time to time
deposited therein or credited thereto.

         "Collateral Assignment of Interest Rate Cap": The Collateral Assignment
of Interest Rate Cop, dated as of August 14, 2001, among the Issuer, the Cap
Provider and the Indenture Trustee.

         "Collection Account": As defined in Section 3.02.

         "Collection Period": With respect to any Payment Date, the period
commencing on the day following the Determination Date in the calendar month
preceding such Payment Date (or, in the case of the initial Collection Period,
immediately following the close of business on the Cut-off Date) through and
including the Determination Date immediately preceding such Payment Date.

         "Commitment Date": February 27, 2006.

         "Commitment Letter": A letter of intent or commitment letter reasonably
satisfactory to the Certificate Insurer indicating a reputable bank, financial
institution or other financing party's commitment to refinance the Outstanding
Notes no later than August 28, 2006.

         "Condemnation Proceeds": All proceeds received in connection with the
condemnation of any Property other than proceeds applied to the restoration of
the property or released to the related Tenant in accordance with Section 11.02.

         "Contribution Agreement": The Amended and Restated Contribution
Agreement dated as of August 1, 2001 between the Issuer and USRPO.

         "Control": With respect to a Person that is a corporation, the right to
exercise, directly or indirectly, more than fifty percent (50%) of the voting
rights attributable to the shares of the controlled corporation, including the
ability to exercise a veto, and, with respect to a Person that is not a
corporation, the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of the controlled Person.
"Controlling" and "Controlled" have meanings correlative thereto.

         "Control Person": With respect to any Person, any other Person that
constitutes a "controlling person" within the meaning of Section 15 of the 1933
Act.

         "Corporate Trust Office": The principal corporate trust office of the
Indenture Trustee at which at any particular time its corporate trust business
with respect to the Issuer shall be administered, which office at the Closing
Date is for Note transfer purposes located at Wells Fargo Center, Sixth Street
and Marquette Avenue, Minneapolis, Minnesota 55479-0113, ATTN: Corporate Trust
Services (CMBS) -- USRP Funding


                                       -5-
<PAGE>

2001-A, L.P., and for all other purposes at 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, ATTN: Corporate Trust Services (CMBS) -- USRP Funding
2001-A, L.P.

         "Cut-off Date": August 1, 2001.

         "Damages": To a party means any and all liabilities, obligations,
losses, damages, penalties, assessments, actions, judgments, suits, claims,
costs, expenses (including, without limitation, reasonable attorneys' fees
whether or not suit is brought), settlement costs and disbursements imposed on,
incurred by or asserted against such party.

         "Default": The occurrence of any event which, but for the giving of
notice or passage of time, or both, would be an Event of Default.

         "Defaulted Lease": A Lease with respect to which (i) the Tenant is 90
or more days delinquent in the payment of Base Rent or Special Rent, (ii) with
respect to which there has occurred any other default under the Lease that the
Special Servicer determines in accordance with the Servicing Standard has a
material adverse effect on the Issuer and continues unremedied for any
applicable grace period (or, if no such grace period, 30 days) or (iii) the
Tenant is the subject of an insolvency proceeding and the Lease has been
rejected in such insolvency proceeding.

         "Defective Property": As defined in the Contribution Agreement.

         "Delinquent Lease": A Lease with respect to which the Tenant is 30 or
more days delinquent in the payment of Base Rent or Special Rent, provided that
a Lease will cease to be a Delinquent Lease if it becomes a Defaulted Lease.

         "Deposit Account": As defined in the Property Management Agreement.

         "Determination Date": With respect to any Payment Date, the fifth
Business Day preceding such Payment Date.

         "DOL": The United States Department of Labor or any successor in
interest.

         "DOL Regulations": The regulations promulgated by the DOL at 29 C.F.R.
Section 2510.3-101.

         "Due Date": The date on which Rent is due under the Leases (without
regard to any grace period).

         "Early Amortization Event": Shall exist on any Payment Date (a) after
the first Payment Date if the average of the Cashflow Coverage Ratios for such
Payment Date and the two Payment Dates immediately preceding such Payment Date
(or (i) for the second Payment Date, the Cashflow Coverage Ratio for such
Payment Date and (ii) for the third Payment Date, the average of the Cashflow
Coverage Ratios for such Payment Date and the previous Payment Date) is less
than or equal to 1.30; provided, that any such Early Amortization Event will be
deemed cured if the Cashflow Coverage Ratio thereafter is greater than 1.30 for
three consecutive Payment Dates or (b) on any Payment Date following the
Commitment Date, if the Issuer has failed to provide an acceptable Commitment
Letter to the Certificate Insurer on or before such Payment Date.



                                       -6-
<PAGE>


         "Eligible Account": Any of (i) an account maintained with a federal or
state chartered depository institution or trust company, the long-term deposit
or long-term unsecured debt obligations of which (or of such institution's
parent holding company) are rated "A" or better by Moody's, and "AA-" or better
by S&P, if the deposits are to be held in the account for more than 30 days, or
the short-term deposit or short-term unsecured debt obligations of which (or of
such institution's parent holding company) are rated "P-1" by Moody's and "A-1+"
by S&P if the deposits are to be held in the account for 30 days or less, in any
event at any time funds are on deposit therein, or (ii) a segregated trust
account maintained with a federal or state chartered depository institution or
trust company acting in its fiduciary capacity, which, in the case of a state
chartered depository institution or trust company is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 C.F.R
Section 9.10(b), and which, in either case, has a combined capital and surplus
of at least $50,000,000 and is subject to supervision or examination by federal
or state authority.

         "Environmental Indemnitors": The Issuer, USRPO and USRP.

         "Environmental Indemnity": The Environmental Indemnity Agreement, dated
as of the date hereof, executed by the Issuer, USRP and USRPO in connection with
the Notes for the benefit of the Indenture Trustee and the Grantor Trust
Trustee.

         "Environmental Laws": Any and all present and future federal, state or
local laws, statutes, ordinances or regulations, any judicial or administrative
orders, decrees or judgments thereunder, and any permits, approvals, licenses,
registrations, filings and authorizations, in each case as now or hereafter in
effect, relating to the pollution, protection or cleanup of the environment, the
impact of Hazardous Substances on property, health or safety, or the Use or
Release of Hazardous Substances.

         "Environmental Liens": As defined in Section 11.11.

         "Environmental Policy": The environmental insurance policy issued by
American International Specialty Lines Insurance Company, naming the Issuer as
the insured and the Indenture Trustee, the Grantor Trust Trustee, the
Certificate Insurer, the Property Manager, the Special Servicer and the Master
Servicer as additional insureds.

         "Environmental Reports": As defined in Section 11.11.

         "Environmental Reserve Account": As defined in Section 10.08.

         "Environmental Reserve Amount": With respect to any Payment Date
following the occurrence of the Environmental Reserve Trigger, an amount equal
to (i) the cost of an endorsement extending the Environmental Policy from the
Stated Maturity to and including the Rated Final Payment Date based on a written
estimate obtained from the Environmental Insurer divided by (ii) the number of
Payment Dates from and including the Payment Date on which the Environmental
Reserve Trigger occurs to and including the Payment Date in August 2006.

         "Environmental Reserve Trigger": Shall be deemed to occur if, on any
Payment Date on or after the Payment Date in August 2005, the Issuer has not
obtained a Commitment Letter.

         "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

         "Escrow Account": As defined in the Property Management Agreement.



                                       -7-
<PAGE>


         "Euroclear": Euroclear Bank, S.A./NA, as operator of The Euroclear
System.

         "Event": As defined in Section 11.15.

         "Event of Default": As defined in Section 5.01.

         "Exchange Date": The date which is forty (40) calendar days after the
later of: (i) the commencement of the offering of the Notes and (ii) the Closing
Date.

         "Extraordinary Expenses": With respect to any Payment Date, expenses
required to be borne by the Issuer pursuant to this Indenture and the Property
Management Agreement in respect of: (i) payments to the Master Servicer, the
Back-up Servicer, the Indenture Trustee, the Grantor Trust Trustee, any
Replacement Property Manager, any Replacement Special Servicer or any of their
respective directors, officers, employees, agents and controlling persons of
amounts for certain legal expenses and liability resulting from legal actions;
(ii) the cost of Opinions of Counsel; (iii) amounts in respect of environmental
remediation not covered by the Environmental Policy or a primary responsible
party; (iv) state taxes which may not be passed through to Tenants; (v)
insurance deductibles; (vi) any amounts due to any collateral advisor or advisor
that is appointed by the Certificate Insurer pursuant to the Property Management
Agreement; and (vii) any other expense identified as an Extraordinary Expense in
any Security Document or the Property Management Agreement.

         "401(c) Regulations": The regulations promulgated under Section 401(c)
of ERISA.

         "FDIC": Federal Deposit Insurance Corporation or any successor.

         "Final Payment Date": The Payment Date on which the final payment on
the Notes is made hereunder by reason of all principal, interest and other
amounts due and payable on such Notes having been paid or the assets
constituting the Collateral having been exhausted.

         "Flood Insurance Act": As defined in Section 11.01.

         "Franchise Concept": The restaurant, convenience and gasoline station
or car wash brand under which a Property is operated.

         "GAAP": Generally accepted accounting principles in the United States
of America as of the relevant date in question, consistently applied.

         "Governmental Authority": Any national or federal government, any
state, regional, local or other political subdivision thereof with jurisdiction
and any Person with jurisdiction exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government or
quasi-governmental issues (including, without limitation, any court).

         "Grant": To mortgage, pledge, bargain, sell, warrant, alienate, demise,
convey, assign, transfer, create and grant a security interest in and right of
setoff against, deposit, set over and confirm. A Grant of an asset constituting
a portion of the Collateral shall include all rights, powers and options (but
none of the obligations) of the granting party thereunder, including without
limitation the immediate and continuing right to claim for, collect, receive and
give receipt for principal and interest payments in respect of such asset and
all other monies and proceeds payable thereunder, to give and receive notices
and other communications, to make



                                       -8-
<PAGE>

waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise, and generally to do
and receive anything which the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

         "Grantor Trust Agreement": The Grantor Trust Agreement, dated as of
August 1, 2001, between the Issuer, as depositor, and the Grantor Trust Trustee.

         "Grantor Trust Certificates": Any of the USRP Funding 2001-A, L.P.
Triple Net Lease Mortgage Certificates, Series 2001-A, to be issued under the
Grantor Trust Agreement in a single class, which will evidence the entire
beneficial ownership interest in the Notes.

         "Grantor Trust Trustee": Wells Fargo Bank Minnesota, N.A. or any
successor trustee under the Grantor Trust Agreement.

         "Ground Lease": The leases or licenses in which the Issuer is the
lessee (or licensee) thereunder relating to or affecting the use and occupancy
of the Properties, or any part thereof, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time in accordance
with the terms hereof.

         "Ground Leased Property": With respect to any Ground Lease and any
Property, that portion of such Property demised to the Issuer under such Ground
Lease.

         "Ground Rents": All rent, additional rent and all other sums due by the
ground lessee pursuant to any Ground Lease.

         "Hazardous Materials": As defined in Section 11.11.

         "Hudson Advisors": Hudson Advisors, LLC, a Delaware limited liability
company.

         "Improvements": The buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter erected or located on the Land.

         "Indemnified Parties": As defined in Section 11.12.

         "Indenture": This instrument as originally executed or as it may be
supplemented or amended from time to time by one or more amendments or
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof.

         "Indenture Trustee": Wells Fargo Bank Minnesota, N.A., a national
banking association, in its capacity as trustee under this Indenture, or its
successor in interest, or any successor trustee appointed as provided in this
Indenture.

         "Indenture Trustee Fee": The monthly fee payable to the Indenture
Trustee in an amount equal to 1/12 of (i) 0.026% multiplied by (ii) the
aggregate Note Principal Balance of the Outstanding Notes as of the first day of
the related Collection Period.

         "Independent Manager": As defined in Section 11.08.



                                       -9-
<PAGE>


         "Initial Purchasers": Banc of America Securities LLC and Greenwich
Capital Markets, Inc.

         "Insurance Agreement": The Insurance and Reimbursement Agreement, dated
as of August 14, 2001, among the Certificate Insurer, the Grantor Trust Trustee,
the Indenture Trustee, the Issuer, the Depositor, Hudson and USRPO.

         "Insurance Premiums": As defined in Section 11.01.

         "Insurance Proceeds": All proceeds received under any hazard, title,
environmental or other insurance policy that provides coverage with respect to
any Property other than proceeds applied to the restoration of property or
released to the related Tenant in accordance with Section 11.02.

         "Interest Accrual Period": With respect to any Payment Date, the period
commencing on the Payment Date in the calendar month preceding such Payment Date
(or, in the case of the initial Interest Accrual Period, the Closing Date) and
ending on the day immediately preceding such Payment Date.

         "Interest Rate Adjustment Date": The first day of each Interest Accrual
Period.

         "Interest Rate Cap": The ISDA Master Agreement and schedule thereto,
dated as of June 8, 2001, between the Issuer and Bank of America, N.A., together
with the confirmation thereunder, dated August 13, 2001, and any other interest
rate cap agreement entered into between the Issuer and a hedge counterparty, in
such form as the Rating Agencies confirm will not result in the downgrade or
withdrawal of the then-current rating of the Grantor Trust Certificates, in each
case, as amended from time to time.

         "Interested Person": As of any date of determination, the Issuer or any
of its respective Affiliates.

         "IRS": The United States Internal Revenue Service.

         "Issuer": USRP Funding 2001-A, L.P. and its permitted successors
hereunder.

         "Issuer Release": As defined in Section 8.01.

         "Issuer's Request" or "Issuer's Order": A written request or order
signed in the name of the Issuer by an authorized officer of the Issuer.

         "Land": The parcel of real property in which the Issuer owns a fee or
leasehold interest and which is encumbered by a Security Instrument.

         "Lease": Any lease, sublease, sub-sublease, license, letting,
concession, occupancy agreement or other agreement (whether written or oral and
whether now or hereafter in effect) (excluding Ground Leases), existing as of
the date hereof or hereafter entered into by the Issuer pursuant to which any
Person is granted a possessory interest in, or right to use or occupy all or any
portion of any space in a Property, and every modification, amendment or other
agreement relating to such lease, sublease, sub-sublease, or other agreement
entered into, in accordance with the terms of the Security Documents, in
connection with such lease, sublease, sub-sublease, or other agreement and all
agreements related thereto, and every guarantee of the performance and
observance of the covenants, conditions and agreements to be performed and
observed by the other party thereto.



                                      -10-
<PAGE>

         "Lease Advance": Any amount paid into the Collection Account by or on
behalf of the Limited Partners with respect to Defaulted or Delinquent Leases in
an aggregate amount during the life of the Notes not to exceed (without the
Certificate Insurer's consent) $2,674,400 in accordance with Section 3.04.

         "Lease File": With respect to any Property, collectively the following
documents:

         (i)    the related Lease;

         (ii)   (A) the executed original recorded Security Instrument, dated
                January 9, 2001, and the executed original recorded amended
                Security Instrument, dated as of August 14, 2001, in each case,
                in favor of Wells Fargo Bank Minnesota, N.A., in its capacity as
                Indenture Trustee with respect to the county, or other
                applicable jurisdiction in which the related Property is
                located, or, if such original Security Instrument has not been
                returned from the applicable public recording office, a copy of
                such Security Instrument as submitted for recording; and (B) a
                file stamped copy of any UCC Financing Statements and any
                amendments thereto, in each case, in favor of Wells Fargo Bank
                Minnesota, N.A., in its capacity as Indenture Trustee under the
                Indenture required to be filed with respect to such Property in
                order to perfect the Indenture Trustee's lien with respect to
                such Lease or, if a file stamped copy has not been returned from
                one applicable filing office, a copy of such UCC Financing
                Statement as submitted for recording;

         (iii)  either (x) an executed original lender's title insurance policy
                relating to the Security Instrument for such Property, together
                with all riders thereto showing the Wells Fargo Bank Minnesota,
                N.A., in its capacity as Indenture Trustee under the Indenture,
                and its successors and assigns, as the named insured, or (y) in
                the event of an original title binder, an original preliminary
                title report, or an original title commitment, or copy thereof
                certified by the title company;

         (iv)   a Lease abstract relating to the related Lease;

         (v)    a Tenant estoppel certificate with respect to the related Lease;

         (vi)   if the related Property is a ground leasehold, a photocopy of
                the Ground Lease between the owner of the fee or lessor (or the
                sublessor, if the fee is owned by a master lessor), and the
                Issuer, as lessee and an estoppel letter from the related ground
                lessor;

         (vii)  a survey of the related Property;

         (viii) an appraisal of the related Property;

         (ix)   a copy of any inter-lessor agreement relating to the related
                Master Lease, if applicable; and

         (x)    a copy of the Environmental Policy, if applicable to such
                Property.

         "Legal Requirements" shall mean:

         (a)    all applicable governmental statutes, laws, rules, orders,
                regulations, ordinances, judgments, decrees and injunctions of
                Governmental Authorities (including, without limitation,



                                      -11-
<PAGE>

               Environmental Laws) affecting the Issuer or a Property or any
               part thereof or the construction, ownership, use, alteration or
               operation thereof, or any part thereof (whether now or hereafter
               enacted and in force),

         (b)   all applicable permits, licenses and authorizations and
               regulations relating thereto, and

         (c)   all covenants, conditions and restrictions contained in any
               instruments at any time in force (whether or not involving
               Governmental Authorities) affecting a Property or any part
               thereof which, in the case of this clause (c), require repairs,
               modifications or alterations in or to a Property or any part
               thereof, or in any material way limit or restrict the existing
               use and enjoyment thereof.

         "LIBOR": With respect to each Interest Rate Adjustment Date, the rate
for deposits in U.S. dollars, rounded, if necessary, to the nearest 0.00001%,
appearing on Telerate Page 3750 as the London interbank offered rate for
one-month United States dollar deposits at approximately 11:00 a.m., London
time, on the related LIBOR Determination Date, or, if that day is not a LIBOR
Business Day, the next succeeding LIBOR Business Day. If, on any Interest Rate
Adjustment Date, such rate does not appear on Telerate Page 3750, LIBOR shall be
the arithmetic mean of the offered quotations of the reference banks to prime
banks in the London interbank market for one-month United States Dollar deposits
in Europe by reference to requests for quotations to the reference banks as of
approximately 11:00 a.m. (London time) on the Interest Rate Adjustment Date. If,
on any Interest Rate Adjustment Date, at least two of the reference banks
provide such quotations, LIBOR shall equal such arithmetic mean of such
quotations. If, on any Interest Rate Adjustment Date, only one or none of the
reference banks provide such quotations, LIBOR shall be deemed to be the
arithmetic mean of the offered quotations that leading banks in The City of New
York are quoting on the relevant Interest Rate Adjustment Date for such
one-month United States Dollar deposits in Europe. The Indenture Trustee shall
determine LIBOR for each Interest Accrual Period and the related Payment Date
and the determination of LIBOR by the Indenture Trustee shall be binding absent
manifest error.

         "LIBOR Business Day": Any day on which commercial banks are open for
international business (including dealings in U.S. Dollar deposits in London,
England).

         "LIBOR Determination Date": With respect to any Interest Accrual
Period, the second (2 ) LIBOR nd Business Day preceding the Interest Rate
Adjustment Date (or, in the case of the initial Interest Accrual Period, the
second LIBOR Business Day preceding the Closing Date).

         "Limited Partners": As of any date of determination, the holder or
holders of the limited partnership interests in the Issuer as identified in
writing to the Indenture Trustee from time to time.

         "Liquidation Fees": As defined in the Property Management Agreement.

         "Liquidation Proceeds": All amounts received and retained in connection
with the liquidation of any Property relating to a Defaulted Lease other than
Insurance Proceeds, Condemnation Proceeds, Release Prices, Purchase Prices or
Tenant Purchase Proceeds.

         "Loan-To-Value Ratio": With respect to any date of determination, a
fraction expressed as a percentage, the numerator of which is the aggregate Note
Principal Balance of all of the Outstanding Notes on such date of determination,
and the denominator of which is the Total Appraised Value of all of the
Properties as of such date.



                                      -12-
<PAGE>

         "Lockbox Account": As defined in Section 3.01.

         "Lockbox Account Agreement": An agreement among the Issuer, the
Indenture Trustee, the Property Manager, the Special Servicer, the Master
Servicer, the Back-up Servicer and the Lockbox Account Bank, relating to the
collection and application of all the Rents from each Property, which agreement
shall be in substantially the form attached hereto as Exhibit F.

         "Lockbox Account Bank": Compass Bank, and its permitted successors and
assigns under the Lockbox Account Agreement and Section 3.01.

         "Losses": As defined in Section 11.12.

         "Management Fee": As defined in the Property Management Agreement.

         "Master Servicer": Hudson Advisors, in its capacity as master servicer
under the Property Management Agreement, or its successor in interest, or any
successor master servicer appointed as provided in the Property Management
Agreement.

         "Master Servicing Fee": As defined in the Property Management
Agreement.

         "Maturity": With respect to any Note, the date as of which the
principal of and interest on such Note has become due and payable as herein
provided, whether at Stated Maturity, by acceleration or otherwise.

         "Material Adverse Effect": A material adverse effect upon (i) the
business operations, assets or condition (financial or otherwise) of the Issuer,
(ii) the ability of the Issuer to perform, or of the Indenture Trustee to
enforce, any material provision of any Security Document, or (iii) with respect
to a Property, the value, use or enjoyment of such Property or the operation
thereof.

         "Maximum Property Concentration": As defined in the definition of
Remaining Pool Criteria in this Section 1.01.

         "MBIA Policy": The financial guaranty insurance policy issued to the
Grantor Trust Trustee for the benefit of the Certificateholders pursuant to the
Insurance Agreement in respect of the Grantor Trust Certificates.

         "Monthly Lease Payment": With respect to each Property, the Base Rent
and any Special Rent and Percentage Rent due under the related Lease less any
Ground Rent due with respect to such Property not payable by the related Tenant.
With respect to any Master Lease, the Monthly Lease Payment consists of the
rents allocated to the Properties covered by such Master Lease.

         "Moody's": Moody's Investors Service, Inc.

         "Net Proceeds": As defined in Section 11.02.

         "Net Proceeds Availability Threshold": As defined in Section 11.02.

         "Net Proceeds Deficiency": As defined in Section 11.02.



                                      -13-
<PAGE>

         "Nonrecourse Carveout Indemnitors": USRP and USRPO.

         "Note": Any one of the USRP Funding 2001-A, L.P. Triple Net Lease
Mortgage Notes, Series 2001-A issued under this Indenture.

         "Note Interest Rate": With respect to any Payment Date, a per annum
rate equal to the sum of LIBOR as determined on the related LIBOR Determination
Date plus 0.48%.

         "Note Owner": As defined in Section 2.08.

         "Note Principal Balance": With respect to the Outstanding Notes as of
any date of determination, the Original Note Principal Balance reduced by any
distributions of principal actually made on the Notes prior to such date of
determination.

         "Note Register": As defined in Section 2.05(a).

         "Note Registrar": As defined in Section 2.05(a).

         "Noteholder" or "Holder": With respect to any Note, the Person in whose
name such Note is registered on the Note Register maintained pursuant to Section
2.05 hereof.

         "1933 Act": The Securities Act of 1933, as amended, and the rules,
regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "1934 Act": The Securities Exchange Act of 1934, as amended, and the
rules, regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "1939 Act": The Trust Indenture Act of 1939, as amended, and the rules,
regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "1940 Act": The Investment Company Act of 1940, as amended, and the
rules, regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "Obligations": All of the Issuer's obligations hereunder.

         "Officer's Certificate": A certificate made by an individual authorized
to act on behalf of the Issuer and, to the extent applicable, any constituent
Person with respect to the Issuer. Without limiting the foregoing, if the
individual signing the certificate is doing so on behalf of a corporation, then
such individual shall hold the office of President, Vice President, senior or
executive vice president or Chief Financial Officer (or the equivalent) with
respect to such corporation.

         "Opinion of Counsel": A written opinion of counsel, who shall be
selected by the Issuer (and reasonably acceptable to the Indenture Trustee) and
the Certificate Insurer. The cost of obtaining such opinion shall be borne by
the Issuer.

         "Original Closing Date": January 9, 2001.



                                      -14-
<PAGE>

         "Original Notes": As defined in the Preliminary Statement.

         "Original Indenture": As defined in the Preliminary Statement.

         "Original Note Principal Balance": $180,000,000.

         "Originating Affiliates": As defined in the Contribution Agreement.

         "OTS": Office of Thrift Supervision or any successor thereto.

         "Outstanding": When used with respect to Notes, means, as of the date
of determination, any Note theretofore authenticated and delivered under this
Indenture, except:

               (i) Notes theretofore canceled by the Note Registrar or delivered
         to the Note Registrar for cancellation (other than any Note as to which
         any amount that has become due and payable in respect thereof has not
         been paid in full); and

               (ii) Notes in exchange for or in lieu of which other Notes have
         been authenticated and delivered pursuant to this Indenture, other than
         any such Notes in respect of which there shall have been presented to
         the Note Registrar proof satisfactory to it that such Notes are held by
         a bona fide purchaser in whose hands such Notes are valid obligations
         of the Issuer;

provided, however, that in determining whether the Holders of the requisite
aggregate Note Principal Balance of Outstanding Notes have given any request,
demand, authorization, vote, direction, notice, consent or waiver hereunder,
Notes owned by an Interested Person shall be disregarded and deemed not to be
Outstanding (unless any such Person or Persons owns all the Notes), except that,
in determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes which the Note Registrar knows to be so owned shall be so
disregarded. Notes owned by an Interested Person which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Note Registrar in its sole discretion the pledgee's right to
act with respect to such Notes and that the pledgee is not an Interested Person.

         "Ownership Interest": As to any Note, any ownership or security
interest in such Note as held by the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.

         "Partner Release": As defined in Section 8.01.

         "Payable Note Interest": For any Payment Date, an amount equal to
interest accrued during the related Interest Accrual Period at the Note Interest
Rate applicable to the Notes for such Payment Date on the Note Principal Balance
as of such Payment Date (after giving effect to all payments of principal on the
preceding Payment Date). Payable Note Interest will be calculated on the basis
of a 360-day year and the actual number of days elapsed in the applicable
Interest Accrual Period (after giving effect to all payments of principal on the
preceding Payment Date).

         "Payment Date": The 26th day of each calendar month, or, if such 26th
day is not a Business Day, the next succeeding Business Day, commencing in
September 2001.



                                      -15-
<PAGE>

         "Payment Date Statement": As defined in Section 7.01(a).

         "PCBs": As defined in Section 11.11.

         "Percentage Rent": With respect to any Lease, any additional rent based
on a percentage of gross sales payable thereunder in addition to the related
Base Rent.

         "Permitted Exceptions": With respect to any Property, (A) liens for
real estate taxes and special assessments not yet due and payable or due but not
yet delinquent, (B) covenants, conditions and restrictions, rights-of-way,
easements and other matters of public record, such exceptions being of a type or
nature which are acceptable to mortgage lending institutions generally, (C)
Tenant Purchase Options and (D) other matters to which like properties are
commonly subject, which matters referred to in clauses (B), (C) and (D) do not,
individually or in the aggregate, materially interfere with the value of such
Property, or materially interfere or restrict the current use or operation of
such Property as a restaurant or C&G Store, as applicable.

         "Permitted Investments": Any one or more of the following obligations
or securities:

         (i)   direct obligations of, or obligations fully guaranteed as to
               timely payment of principal and interest by, the United States of
               America or any agency or instrumentality thereof, provided that
               such obligations are backed by the full faith and credit of the
               United States of America and have a predetermined, fixed amount
               of principal due at maturity (that cannot vary or change) and
               that each such obligation a fixed interest rate or has its
               interest rate tied to a single interest rate index plus a single
               fixed spread;

         (ii)  obligations of agencies or instrumentalities of the United States
               of America that are not backed by the full faith and credit of
               the United States of America, provided that such obligations have
               a predetermined, fixed amount of principal due at maturity (that
               cannot vary or change), do not have an "r" highlight attached to
               any rating and that each such obligation has a fixed interest
               rate or has its interest rate tied to a single interest rate
               index plus a single fixed spread;

         (iii) uncertificated certificates of deposit, time deposits, bankers'
               acceptances and repurchase agreements having maturities of not
               more than 365 days, of any bank or trust company organized under
               the laws of the United States of America or any state thereof,
               provided that such items are rated in the highest short-term debt
               rating category of each Rating Agency, do not have an "r"
               highlight affixed to its rating and have a predetermined fixed
               amount of principal due at maturity (that cannot vary or change);

         (iv)  commercial paper (having original maturities of not more than 365
               days) of any corporation incorporated under the laws of the
               United States of America or any state thereof (or of any
               corporation not so incorporated, provided that the commercial
               paper is denominated in United States dollars and amounts payable
               thereunder are not subject to any withholding imposed by any
               non-United States jurisdiction) which is rated in the highest
               short-term debt rating category of each Rating Agency, does not
               have an "r" highlight affixed to its rating, has a predetermined
               fixed amount of principal due at maturity (that cannot vary or
               change)



                                      -16-
<PAGE>

               and has a fixed interest rate or has its interest rate tied to a
               single interest rate index plus a single fixed spread, or any
               demand notes that constitute vehicles for commercial paper rated
               in the highest unsecured commercial or finance company paper
               rating category of each Rating Agency;

         (v)   units of money market funds which have as one of their investment
               objectives the maintenance of a constant net asset value and
               which are rated in the highest applicable rating category of each
               Rating Agency; and

         (vi)  repurchase agreements collateralized by United States Treasury
               securities or securities guaranteed by GNMA, FNMA or FHLMC with
               any registered broker/dealer subject to SIPC jurisdiction or any
               commercial bank insured by the FDIC if such broker/dealer or bank
               has an uninsured, unsecured and unguaranteed obligation rated by
               each Rating Agency in its highest short-term category;

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity (that
cannot vary or change).

         "Person": Any individual, sole proprietorship, corporation, general
partnership, limited partnership, limited liability company or partnership,
joint venture, association, joint stock company, bank, trust, estate,
unincorporated organization, any federal, state, county or municipal government
(or any agency or political subdivision thereof), endowment fund or any other
form of entity.

         "Plan": As defined in Section 2.05(f).

         "Policy" or "Policies": As defined in Section 11.01.

         "Premium Letter": The Premium Letter, dated August 14, 2001, between
the Issuer and the Certificate Insurer.

         "Premium Payment": With respect to any Payment Date, the "Premium" due
under the Insurance Agreement with respect to such Payment Date.

         "Principal Payment Amount": With respect to any Payment Date, an amount
equal to the sum of (i) the Scheduled Principal Payment for such Payment Date,
together with any Scheduled Principal Payment (or portion thereof) unpaid from
any prior Payment Date, and (ii) all Release Prices, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, Purchase Prices and Tenant Purchase
Proceeds (not to exceed 125% of the Allocated Loan Amount of each Property
purchased by a Tenant during the related Collection Period) received during the
related Collection Period and not allocable to Property Protection Advances or
Extraordinary Expenses.

         "Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.

         "Prohibited Transfer": As defined in Section 11.10.



                                      -17-
<PAGE>


         "Properties": The parcel or parcels of real property and improvements
thereon owned by the Issuer and the Issuer's leasehold interest in any Ground
Leased Property and encumbered by a Security Instrument, together with all
rights pertaining to such property, improvements and leasehold interests, as
more particularly described in the preliminary statement of each Security
Instrument and referred to therein as the "Property" or the "Mortgaged
Property", as the case may be. "Property" shall mean any one of the Properties.
"Properties" shall include any real property transferred (pursuant to a
substitution or otherwise) to the Issuer and encumbered by a Security Interest
after the closing date. "Properties" shall not include any real property that
has been released from the lien of the related Security Instrument pursuant to a
release, substitution or otherwise.

         "Property Concentrations": consist of (i) Franchise Concepts, (ii)
Tenants (including affiliates of any Tenant), (iii) states, (iv) ground leases
and (v) C&G Stores, and are calculated by dividing the aggregate of the
Allocated Loan Amounts of all Properties in any such category by the Note
Principal Balance of the Outstanding Notes.

         "Property Management Agreement": The Amended and Restated Property
Management Agreement dated as of August 1, 2001 among the Issuer, the Property
Manager, the Special Servicer, the Master Servicer, the Back-up Servicer and the
Indenture Trustee.

         "Property Manager": USRPO, a Delaware limited partnership, in its
capacity as property manager under the Property Management Agreement, or its
successor in interest, or any successor property manager appointed as provided
in the Property Management Agreement.

         "Property Manager Release": As defined in Section 8.01.

         "Property Protection Advance": As defined in the Property Management
Agreement.

         "Property Release": As defined in Section 8.01.

         "Property Release Expenses": As defined in Section 8.01(e).

         "Purchase Price": An amount equal to the sum of (without duplication)
(i) the Allocated Loan Amount of the related Property, (ii) any unpaid amounts
due but unpaid under the related Lease and (iii) any unreimbursed Property
Protection Advances and Extraordinary Expenses with respect to such Property.

         "QIB": A "qualified institutional buyer" as defined in Rule 144A under
the 1933 Act.

         "Qualified Insurer"": As defined in Section 11.01.

         "Qualified Property Manager": As defined in Section 11.05.

         "Qualified Substitute Property": (i) as of the date of the
substitution, has an Appraised Value which, when combined with the Appraised
Value of all other Qualified Substitute Properties to be acquired by the Issuer
in exchange for the related Released Property, is equal to or greater than the
Appraised Value of such Released Property as of the Closing Date or the date of
substitution (whichever is higher), (ii) complies with all of the
representations and warranties made with respect to the Released Property, (iii)
is a operated under a Franchise Concept of the same or higher-tier than, the
Released Property (based on the Rating Agencies' tiering criteria), (iv) has,
together with all other Qualified Substitute Properties to be acquired by the
Issuer



                                      -18-
<PAGE>

in exchange for the Released Property, Base Rent equal to or greater than the
Base Rent payable in respect of such Released Property, and (v) has a Lease with
a remaining term equal to or longer than the remaining term of the Lease related
to the Released Property; provided, that no Property will constitute a Qualified
Substitute Property unless, after giving effect to the transfer of such Property
to the Issuer in exchange for a Released Property, the Remaining Pool Criteria
will be satisfied.

         "Rated Final Distribution Date": August 26, 2008.

         "Rating Agency": Moody's, S&P or other respective successors in
interest.

         "Record Date": With respect to any Payment Date, the last Business Day
of the prior calendar month.

         "Redemption Date": The Payment Date specified by the Issuer for the
redemption of Notes pursuant to Section 8.02.

         "Redemption Price": An amount equal to the sum of (i) the Note
Principal Balance of the Outstanding Notes on the Redemption Date, plus (ii)
accrued and unpaid interest thereon to the last day of the related Interest
Accrual Period, plus (iii) all amounts due to the Indenture Trustee hereunder,
plus (iv) all amounts due to the Certificate Insurer under the Insurance
Agreement, plus (v) all amounts due to the Master Servicer, the Back-up
Servicer, the Property Manager and the Special Servicer under the Property
Management Agreement.

         "Release Amount": An amount equal to: (i) with respect to any
repurchase of a Property by USRPO pursuant to the Contribution Agreement, the
related Purchase Price, (ii) with respect to any purchase of a Property by a
Tenant pursuant to a Tenant Purchase Option, the related Tenant Purchase
Proceeds, (iii) with respect to any purchase of a Property by the Property
Manager, the Purchase Price of the related Property, and (iv) with respect to
any release of a Property from the Lien of the Indenture in connection with the
sale of a Property by the Issuer, the related Release Price.

         "Released Property": As defined in Section 8.01.

         "Release Price": With respect to a Property, an amount equal to the
greater of (i) 125% of the Allocated Loan Amount of such Property and (ii) 80%
of the purchase price to be paid by a bona fide third party purchaser of such
Property.

         "Remaining Pool Criteria": will be satisfied if, immediately following
the purchase of the related Property from the Issuer, (i) no Property
Concentration (stated as a percentage) will increase to a percentage that
exceeds by more than 5 percentage points such Property Concentration as of the
Closing Date (each, a "Maximum Property Concentration") or (ii) if any Property
Concentration is, on the date of such purchase, in excess of the Maximum
Property Concentration, such Property Concentration will be reduced after giving
effect to such purchase.

         "Rents": With respect to each Property, the Monthly Lease Payments and
any other amounts due under the related Lease.

         "Replacement Property Manager": As defined in the Property Management
Agreement.



                                      -19-
<PAGE>

         "Replacement Special Servicer": As defined in the Property Management
Agreement.

         "Request for Release": As defined in Section 8.01.

         "Reserve Account": As defined in Section 3.06.

         "Responsible Officer": With respect to the Indenture Trustee, any
officer of the Indenture Trustee working in its Corporate Trust Services
department and customarily performing functions with respect to corporate trust
matters and having direct responsibility for the administration of this
Indenture and, with respect to a particular corporate trust matter under this
Indenture, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

         "Restoration": As defined in Section 11.03.

         "Restricted Party": As defined in Section 11.10(e).

         "Rule 144A": Rule 144A promulgated under the 1933 Act.

         "S&P": Standard & Poor's Rating Services, a Division of The McGraw-Hill
Companies, Inc.

         "Scheduled Principal Payment": With respect to any Payment Date, the
amount set forth on the Amortization Schedule under the heading "Scheduled
Principal Payment" with respect to such Payment Date.

         "Security Documents": Collectively, this Indenture, the Security
Instruments, the Environmental Indemnity, the Lockbox Account Agreement, the
Collateral Assignment of Interest Rate Cap and any other document now or
hereafter executed and/or delivered by the Issuer or either Sponsor or any
Affiliate of such Persons pursuant to the requirements hereof or of any other
Security Document in connection with the Notes.

         "Security Instrument": With respect to a Property, that certain first
priority Mortgage (or Deed of Trust or Deed to Secure Debt or Indemnity Deed of
Trust), Security Agreement, Assignment of Leases and Rents and Fixture Filing
executed and delivered by the Issuer as security for the Notes and encumbering
such Property, as the same may be amended, restated, replaced, supplemented,
consolidated or otherwise modified from time to time pursuant to the provisions
thereof or of the other Security Documents from time to time.

         "Seller Release": As defined in Section 8.01.

         "Special Rent": With respect to any Lease, any rent in addition to Base
Rent and Percentage Rent payable thereunder.

         "Special Servicer": USRPO, a Delaware limited partnership, in its
capacity as special servicer under the Property Management Agreement, or its
successor in interest, or any successor special servicer appointed as provided
in the Property Management Agreement.

         "Special Servicer Compensation": As defined in the Property Management
Agreement.

         "SPE Component Entity": As defined in Section 11.08.

         "Sponsors": Each of USRP and USRPO.



                                      -20-
<PAGE>

         "Stated Maturity": With respect to any Note, August 28, 2006.

         "Substitute Property": Any Property Granted to the Indenture Trustee
hereunder in connection with the substitution of a Released Property by USRP,
the Property Manager or the Limited Partners in accordance with Section 8.01.

         "Tax Opinion": An opinion of counsel that a contemplated action will
not cause a tax to be imposed on the Issuer or any Person having an Ownership
Interest in any Note.

         "Taxes": All real estate and personal property taxes, assessments,
fees, taxes on rents or rentals, water rates or sewer rents, and other
governmental charges now or hereafter levied or assessed or imposed against the
Issuer or the Properties or rents therefrom or which may become Liens.

         "Telerate Page 3750": The display designated as "3750" on the
Associated Press-Dow Jones Telerate Service (or such other page as may replace
page 3750 on that Service for the purpose of displaying London interbank offered
rates of major banks).

         "Tenant": Any Person liable by contract or otherwise to pay monies
(including a percentage of gross income, revenue or profits) pursuant to a
Lease.

         "Tenant Purchase Option": With respect to a Property, an option held by
the related Tenant to purchase such Property under the related Lease.

         "Tenant Purchase Proceeds": Amounts received from the purchase of any
Property by the related Tenant pursuant to a Tenant Purchase Option.

         "Tenant Release": As defined in Section 8.01.

         "Total Appraised Value": As of any date of determination, the aggregate
of the Appraised Values of the Properties as of the Cut-off Date, reduced by the
Appraised Value of any Properties released from the lien of its Indenture and
increased by the Appraised Value of any Substitute Properties.

         "Total Monthly Lease Payments": With respect to any Payment Date, the
aggregate of the Monthly Lease Payments due on or before the related
Determination Date and collected from the Tenants during the related Collection
Period and any Lease Advances made by the Limited Partners in respect of such
Payment Date.

         "Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer) of the United States Department of the
Treasury.

         "UCC": The Uniform Commercial Code as in effect in any applicable
jurisdiction.

         "UCC Financing Statement": A financing statement executed and in form
sufficient for filing pursuant to the UCC, as in effect in the relevant
jurisdiction.

         "Unscheduled Principal Payment": With respect to any Payment Date, the
aggregate of the amounts described in clause (ii) of the definition of Principal
Payment Amount for such Payment Date.



                                      -21-
<PAGE>

         "Use": Any handling, treatment, storage, disposal, transportation, use,
reuse, recycling, reclamation, manufacture, generation, formulation, processing
or distribution.

         "USRP": U.S. Restaurant Properties, Inc.

         "USRPO": U.S. Restaurant Properties Operating L.P.

         "Waste": Any material abuse or destructive use (whether by action or
inaction of the Issuer or either Sponsor or any of their Affiliates) of a
Property which causes the Indenture Trustee to suffer a loss or a diminution in
the value of its interest therein.

         "Waterfall Payments": As defined in Section 3.02(b).

         "Workout Fees": As defined in the Property Management Agreement.

         Section 1.02. Rules of Construction.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) the terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular;

         (2) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles in
the United States, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder means such accounting principles as are
generally accepted in the United States;

         (3) the word "including" shall be construed to be followed by the words
"without limitation";

         (4) article and section headings are for the convenience of the reader
and shall not be considered in interpreting this Indenture or the intent of the
parties hereto;

         (5) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
article, section or other subdivision; and

         (6) the pronouns used herein are used in the masculine and neuter
genders but shall be construed as feminine, masculine or neuter, as the context
requires.



                                      -22-
<PAGE>

                                   ARTICLE II

                                    THE NOTES

         Section 2.01. Forms; Denominations.

         The Notes will be initially issued as one or more registered and
certificated Notes substantially in the form of Exhibit A hereto. The Notes will
be issued in denominations of not less than $10,000 in initial Note Principal
Balance and in integral multiples of $1 in excess thereof. On the Closing Date,
the Issuer shall deliver the Original Notes issued under the Original Indenture
to the Indenture Trustee and, upon the Indenture Trustee's receipt thereof, the
Issuer hereby directs the Indenture Trustee to authenticate and deliver the
Notes to the Grantor Trust Trustee.

         Section 2.02. Execution, Authentication, Delivery and Dating.

         (a) The Notes shall be executed by manual or facsimile signature on
behalf of the Issuer by an authorized officer of the Issuer. Notes bearing the
manual or facsimile signatures of individuals who were at any time the
authorized officers of the Issuer shall be entitled to all benefits under this
Indenture, subject to the following sentence, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes. No Note shall be entitled to any benefit under this
Indenture, or be valid for any purpose, however, unless there appears on such
Note a certificate of authentication substantially in the form provided for
herein executed by the Indenture Trustee by manual signature, and such
certificate of authentication upon any Note shall be conclusive evidence, and
the only evidence, that such Note has been duly authenticated and delivered
hereunder. All Notes shall be dated the date of their authentication.

         (b) The Indenture Trustee may appoint one or more agents (each an
"Authenticating Agent") with power to act on its behalf and subject to its
direction in the authentication of Notes in connection with transfers and
exchanges under Sections 2.05 and 2.06, as fully to all intents and purposes as
though each such Authenticating Agent had been expressly authorized by those
Sections to authenticate the Notes. For all purposes of this Indenture, the
authentication of Notes by an Authenticating Agent shall be deemed to be the
authentication of Notes "by the Indenture Trustee". The Indenture Trustee shall
be the initial Authenticating Agent.

         Any corporation, bank, trust company or association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation, bank, trust company or association
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating Agent hereunder, without the execution or
filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation, bank, trust company or
association.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Issuer. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may, or at the direction of the Issuer shall, promptly
appoint a successor Authenticating Agent, give written notice of such
appointment to the Issuer and give notice of such appointment to the
Noteholders. Upon the resignation or



                                      -23-
<PAGE>

termination of the Authenticating Agent and prior to the appointment of a
successor, the Indenture Trustee shall act as Authenticating Agent.

         Each Authenticating Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities that the Indenture Trustee is
entitled to hereunder as if it were the Indenture Trustee.

         Section 2.03. Reserved.

         Section 2.04. The Notes Generally.

         (a) The aggregate Note Principal Balance of the Notes that may be
authenticated and delivered under this Indenture is limited to $180,000,000,
except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05 and
2.06 below. Such aggregate Note Principal Balance shall be issued in one Class
having the Class designation and initial Note Principal Balance as follows:

<Table>
<Caption>
                      CLASS                             INITIAL
                   DESIGNATION                  NOTE PRINCIPAL BALANCE
                   -----------                  ----------------------

                   <S>                          <C>
                     Class A                          $180,000,000
</Table>

         The Stated Maturity for the Notes is August 28, 2006.

         (b) Each Note shall rank pari passu with each other Note and be equally
and ratably secured by the Collateral. All Notes shall be substantially
identical except as to denominations and as expressly permitted in this
Indenture.

         Section 2.05. Registration of Transfer and Exchange of Notes.

         (a) At all times during the term of this Indenture, there shall be
maintained at the office of a registrar appointed by the Indenture Trustee (the
"Note Registrar") a register (the "Note Register") in which, subject to such
reasonable regulations as the Note Registrar may prescribe, the Note Registrar
shall provide for the registration of Notes and of transfers and exchanges of
Notes as herein provided. The Office of the Note Registrar shall initially be
located at Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota
55479, ATTN: Corporate Trust Services (CMBS) -- USRP 2001-A, L.P., MAC #
N9303-121 (and thereafter be such other address as the Note Registrar may
designate by notice to the Issuer, the Certificate Insurer and the Indenture
Trustee, if different). The Indenture Trustee is hereby initially appointed (and
hereby agrees to act in accordance with the terms hereof) as Note Registrar for
the purpose of registering Notes and transfers and exchanges of Notes as herein
provided. The Indenture Trustee may appoint, by a written instrument delivered
to the Issuer and the Certificate Insurer, any other bank or trust company to
act as Note Registrar under such conditions as the Indenture Trustee may
prescribe, provided that the Indenture Trustee shall not be relieved of any of
its duties or responsibilities hereunder as Note Registrar by reason of such
appointment. If the Indenture Trustee resigns or is removed in accordance with
the terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Note Registrar. The Issuer, the Certificate Insurer and
the Indenture Trustee shall have the right to inspect the Note Register or to
obtain a copy thereof at all reasonable times upon reasonable prior notice, and
to rely conclusively upon a certificate of the Note Registrar as to the
information set forth in the Note Register.



                                      -24-
<PAGE>

         (b) No transfer, sale, pledge or other disposition of any Note or
interest therein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the 1933 Act and any applicable state securities laws, or is otherwise made in
accordance with the 1933 Act and such state securities laws. None of the Issuer,
the Indenture Trustee, the Grantor Trust Trustee, the Master Servicer, the
Special Servicer, the Property Manager, the Backup Servicer, the Note Registrar
or any other person shall be obligated to register or qualify any Notes under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any Note or
interest therein without registration or qualification. Any Noteholder or Note
Owner desiring to effect such a transfer shall, and does hereby agree to,
indemnify the Issuer, USRP, USRPO, the Originating Affiliates, the Back-up
Servicer, the Certificate Insurer, the Initial Purchaser, the Indenture Trustee,
the Grantor Trust Trustee, the Master Servicer, the Special Servicer, the
Property Manager and the Note Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         (c) If any transfer of a Note is to be made without registration under
the Securities Act (other than in connection with the initial issuance thereof
or a transfer thereof by the Company or one of its Affiliates), then the Note
Registrar shall refuse to register such transfer unless it receives (and upon
receipt, may conclusively rely upon) either: (i) a certificate from the
Noteholder desiring to effect such transfer substantially in the form attached
as Exhibit C-1A hereto (a "Rule 144A Transferor Certificate") or such other
certification reasonably acceptable to the Indenture Trustee; or (ii) a
certificate from such Noteholder substantially in the form attached as Exhibit
C-1B hereto and a certificate from such Noteholder's prospective transferee
substantially in the form attached as Exhibit C-2 hereto (a "Rule 144A
Transferee Certificate") or such other certification reasonably acceptable to
the Indenture Trustee; or (iii) an Opinion of Counsel reasonably satisfactory to
the Indenture Trustee to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Issuer, the Indenture Trustee, the Grantor Trust Trustee, the
Master Servicer, the Special Servicer, the Property Manager, the Back-up
Servicer or the Note Registrar in their respective capacities as such), together
with the written certifications as to the facts surrounding such transfer from
the Noteholder desiring to effect such transfer and such Noteholder's
prospective transferee on which such Opinion of Counsel is based.

         (d) Reserved.

         (e) Reserved.

         (f) No transfer of a Note or any interest therein shall be made to any
employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and bank collective investment
funds, insurance company general separate accounts and other entities in which
such plans, accounts or arrangements are invested, that is subject to ERISA or
the Code (each, a "Plan"), or to any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if any such transfer will result in any
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Accordingly, each purchaser of a Note will be deemed to represent and warrant
that either (i) no part of the assets to be used by it to acquire and hold the
Notes constitutes assets of any Plan or (ii) one or more statutory or
administrative exemptions applies, such that its acquisition and holding of the
Notes does not and will not constitute or otherwise result in a non-exempt
prohibited transaction in violation of Section 406 of ERISA or Section 4975 of
the Code.

         (g) If a Person is acquiring any Note or interest therein as a
fiduciary or agent for one or more accounts, such Person shall be deemed to
certify that it has (i) sole investment discretion with respect to each



                                      -25-
<PAGE>

such account and (ii) full power to make the foregoing acknowledgments,
representations, warranties, certifications and agreements with respect to each
such account as set forth in subsections (b) and (c) of this Section 2.05.

         (h) Subject to the preceding provisions of this Section 2.05, upon
surrender for registration of transfer of any Note at the offices of the Note
Registrar maintained for such purpose, the Issuer shall execute and the
Indenture Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of a like aggregate Note
Principal Balance.

         (i) At the option of any Noteholder, its Notes may be exchanged for
other Notes of authorized denominations of a like aggregate Note Principal
Balance, upon surrender of the Notes to be exchanged at the offices of the Note
Registrar maintained for such purpose. Whenever any Notes are so surrendered for
exchange, the Issuer shall execute and the Indenture Trustee shall authenticate
and deliver the Notes which the Noteholder making the exchange is entitled to
receive.

         (j) Every Note presented or surrendered for transfer or exchange shall
(if so required by the Note Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in the form satisfactory to the Note Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.

         (k) No service charge shall be imposed for any transfer or exchange of
Notes, but the Indenture Trustee or the Note Registrar may require payment by
the Noteholder of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any transfer or exchange of Notes.

         (l) All Notes surrendered for transfer and exchange shall be physically
canceled by the Note Registrar, and the Note Registrar shall dispose of such
canceled Notes in accordance with its standard procedures.

         (m) The Note Registrar or the Indenture Trustee shall provide to the
Issuer or the Certificate Insurer upon reasonable written request and at the
expense of the requesting party, an updated copy of the Note Register.

         Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.

         If any mutilated Note is surrendered to the Note Registrar, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver, in
exchange therefor, a new Note of the same principal amount and bearing a number
not contemporaneously outstanding.

         If there shall be delivered to the Issuer, the Indenture Trustee and
the Note Registrar (i) evidence to their satisfaction of the destruction
(including mutilation tantamount to destruction), loss or theft of any Note and
the ownership thereof, and (ii) such security or indemnity as may be reasonably
required by them to hold each of them, and any agent of any of them harmless,
then, in the absence of notice to the Issuer, the Indenture Trustee or the Note
Registrar that such Note has been acquired by a bona fide purchaser, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Note, a new Note of the same tenor and
denomination registered in the same manner, dated the date of its authentication
and bearing a number not contemporaneously outstanding.



                                      -26-
<PAGE>

         Upon the issuance of any new Note under this Section 2.06, the
Indenture Trustee and the Note Registrar may require the payment by the
Noteholder of an amount sufficient to pay or discharge any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the
Authenticating Agent and the Indenture Trustee) in connection therewith.

         Every new Note issued pursuant to this Section 2.06 in lieu of any
destroyed, mutilated, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
mutilated, lost or stolen Note shall be at any time enforceable by any Person,
and such new Note shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 2.06 are exclusive and shall preclude
(to the extent permitted by applicable law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.

         Section 2.07. Noteholder Lists.

         The Note Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders, which list, upon request, will be made available to the Indenture
Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon
written request of any Noteholder made for purposes of communicating with other
Noteholders with respect to their rights under this Indenture, the Note
Registrar shall promptly furnish such Noteholder with a list of the other
Noteholders of record identified in the Note Register at the time of the
request. Every Noteholder, by receiving such access, agrees with the Note
Registrar that the Note Registrar will not be held accountable in any way by
reason of the disclosure of any information as to the names and addresses of any
Noteholder regardless of the source from which such information was derived.

         Section 2.08. Persons Deemed Owners.

         The Issuer, the Indenture Trustee, the Note Registrar and any agents of
any of them, may treat the Person in whose name a Note is registered as the
owner of such Note (the "Note Owner") for the purpose of receiving payments of
principal, interest and other amounts in respect of such Note and for all other
purposes, whether or not such Note shall be overdue, and none of the Issuer, the
Indenture Trustee, the Note Registrar or any agents of any of them, shall be
affected by notice to the contrary.

         Section 2.09. Certification of Receipt of the Lease Files.

         (a) The Indenture Trustee, by its execution and delivery of this
Indenture, acknowledges receipt by it of all assets Granted to it and included
in the Collateral, in good faith and without notice of any adverse claim, and
declares that it holds and will hold such assets on behalf of all present and
future Noteholders.

         (b) No later than November 30, 2001 (and, if any exceptions are noted,
again not later than February 28, 2002 and, if any exceptions are noted,
thereafter as requested by the Certificate Insurer), the Indenture Trustee shall
deliver to the Issuer, the Property Manager, the Certificate Insurer and USRP an
executed certificate substantially in the form of Exhibit F hereto to the effect
that, as to each Property listed on Schedule 1 to the Contribution Agreement,
(i) all documents specified in clauses (i) through (vi) and (ix) of the
definition of "Lease File" are in its possession and (ii) all such documents
with respect to such



                                      -27-
<PAGE>

Lease and the related Property appear regular on their face and appear to relate
to such Lease or the related Property.

         (c) The Indenture Trustee shall not be under any duty or obligation to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Properties and Leases delivered to it to determine
that the same are valid, legal, effective, genuine, enforceable, in recordable
form, sufficient or appropriate of the represented purpose or that they are
other than what they purport to be on their face.

         Section 2.10. Payments on the Notes.

         (a) Subject to Section 2.10(b), the Issuer agrees to pay

               (i) on each Payment Date prior to the Stated Maturity of the
         Notes, the Payable Note Interest in respect of the Notes for such
         Payment Date and, to the extent not previously paid, for all prior
         Payment Dates (plus interest on such unpaid amount at the applicable
         Note Interest Rate) and the Principal Payment Amount for the related
         Payment Date; and

               (ii) at Stated Maturity of the Notes, the entire Note Principal
         Balance of the Outstanding Notes, together with all accrued and unpaid
         interest and other amounts due under the Notes and this Indenture
         thereon.

         Amounts properly withheld under the Code by any Person from a payment
to any Holder of a Note of interest, principal or other amounts, or any such
payment set aside on the Final Payment Date for such Note as provided in Section
2.10(b), shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

         (b) With respect to each Payment Date, any interest, principal and
other amounts payable on the Notes shall be paid in accordance with Section
3.02(b) to the Person that is the registered holder thereof at the close of
business on the related Record Date; provided, however, that interest, principal
and other amounts payable at the Final Payment Date of any Note shall be payable
only against surrender thereof at the offices of the Indenture Trustee
designated in the notice provided pursuant to Section 2.11(b). Payments of
interest, principal and other amounts on the Notes shall be made on the
applicable Payment Date other than the Final Payment Date, subject to applicable
laws and regulations, by wire transfer to such account as such Noteholder shall
designate by written instruction received by the Indenture Trustee not later
than the Record Date related to the applicable Payment Date or otherwise by
check mailed on or before the Payment Date to the Person entitled thereto at
such Person's address appearing on the Note Register. The Indenture Trustee
shall pay the Note Principal Balance for each Note Outstanding plus Payable Note
Interest due thereon in whole or in part as provided herein on its Final Payment
Date in immediately available funds from funds in the Collection Account as
promptly as possible after presentation to the Indenture Trustee of such Note at
the office of the Note Registrar but shall initiate such payment no later than
3:00 p.m., New York City time, on the day after such presentation, provided,
that such presentation has been made no later than 1:00 p.m., New York City time
on the day prior to its Final Payment Date. If presentation is made after 1:00
p.m., New York City time, on any day, such presentation shall be deemed to have
been made on the immediately succeeding Business Day.



                                      -28-
<PAGE>

         Except as provided in the following sentence, if a Note is issued in
exchange for any other Note during the period commencing at the close of
business at the office or agency where such exchange occurs on any Record Date
and ending before the opening of business at such office or agency on the
related Payment Date, no interest, principal or other amounts will be payable on
such Payment Date in respect of such new Note, but will be payable on such
Payment Date only in respect of the prior Note. Interest, principal and other
amounts payable on any Note issued in exchange for any other Note during the
period commencing at the close of business at the office or agency where such
exchange occurs on the Record Date immediately preceding the Final Payment Date
for such Notes and ending on the Final Payment Date for such Notes, shall be
payable to the Person that surrenders the new Note as provided in this Section
2.10(b).

         All payments of interest, principal and other amounts made with
respects to any of the Notes will be allocated pro rata among the Outstanding
Notes based on the portion of the Note Principal Balance represented by each
such Note.

         If any Note on which the final payment was due is not presented for
payment on the Final Payment Date, then the Indenture Trustee shall set aside
and hold such payment uninvested in a segregated account or sub-account separate
from the Collection Account but which constitutes an Eligible Account, and the
Indenture Trustee and the Issuer shall act in accordance with Section 6.10 in
respect of the unclaimed funds.

         Section 2.11. Final Payment Notice.

         (a) Notice of final payment under Section 2.10(b) shall be given by the
Indenture Trustee as soon as possible but not later than two Business Days prior
to the Final Payment Date to each Noteholder as of the close of business on the
Record Date preceding the Final Payment Date at such Noteholder's address
appearing in the Note Register.

         (b) All notices of final payment in respect of the Notes shall state
(i) the Final Payment Date for the Notes, (ii) the amount of the final payment
for the Notes and (iii) the place where the Notes are to be surrendered for
payment.

         (c) Notice of final payment of the Notes shall be given by the
Indenture Trustee in the name of the Indenture Trustee. Failure to give notice
of final payment, or any defect therein, to any Noteholder shall not impair or
affect the validity of the final payment of any other Note.

         Section 2.12. Compliance with Withholding Requirements and Reporting.

         Notwithstanding any other provision of this Indenture, the Indenture
Trustee shall comply with all Federal withholding requirements with respect to
payments to Noteholders of interest, original issue discount, or other amounts
that the Indenture Trustee reasonably believes are applicable under the Code.
The consent of Noteholders shall not be required for any such withholding. Any
amount withheld on any payment to any Noteholder shall be treated as paid and
distributed to such Noteholder for all purposes of this Agreement.

         The Issuer shall (i) cause to be prepared and forwarded to Holders of
the Notes and (ii) cause to be prepared and filed with the Internal Revenue
Service all required tax forms and such other information with respect to the
income and deductions of the Collateral at the time or times and in the manner
required by the Code.



                                      -29-
<PAGE>

         Section 2.13. Cancellation.

         The Issuer may at any time deliver to the Note Registrar for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Note Registrar.

         All Notes delivered to the Indenture Trustee for payment shall be
forwarded to the Note Registrar. All such Notes and all Notes surrendered for
transfer and exchange in accordance with the terms hereof shall be canceled and
disposed of by the Note Registrar in accordance with its customary procedures.

                                   ARTICLE III

                                    ACCOUNTS

         Section 3.01. Lockbox Account.

         (a) On or before the Closing Date, the Issuer shall establish and
thereafter maintain with the Lockbox Account Bank a Lockbox Account (the
"Lockbox Account"), in the name of the Indenture Trustee as secured party and
under the sole dominion and control of the Indenture Trustee. Neither the Issuer
nor the Property Manager shall have any right to make withdrawals from the
Lockbox Account. On or before the Closing Date, the Lockbox Account Bank and the
Issuer shall execute and deliver to the Indenture Trustee a Lockbox Account
Agreement which provides, inter alia, that no party other than the Indenture
Trustee shall have the right to withdraw funds from the Lockbox Account, and (z)
the Issuer shall send notices to each Tenant (the "Tenant Direction Notice")
occupying space at any Property directing them to pay all Rent and other sums
due under the Lease to which they are a party into the Lockbox Account. If,
notwithstanding the Tenant Direction Notice, the Issuer, the Property Manager,
the Master Servicer or the Special Servicer receives any Rents or any other
moneys, cash, rights to deposit or savings accounts or other items of legal
tender obtained from or for use in connection with the ownership or operation of
the Properties at any time following the Closing Date, the Issuer hereby
covenants to deposit or cause such Person to deposit all such amounts in the
Lockbox Account (other than any Tenant security deposits and Tenant escrows
which shall be deposited in the appropriate Escrow Account) within 48 hours of
receipt by the Issuer or such Person, as the case may be. If at any time the
Lockbox Account Bank terminates the Lockbox Account Agreement or otherwise
resigns as Lockbox Account Bank in accordance with the terms of the Lockbox
Account Agreement, the Issuer, with the Certificate Insurer's consent, shall
establish a new Lockbox Account with a replacement Lockbox Account Bank, in each
case meeting the requirements of this Section 3.01.

         (b) On each Business Day, the Indenture Trustee shall transfer from the
Lockbox Account into the Collection Account, all amounts available therein. On
any date which Tenant security deposits or Tenant escrows are on deposit in the
Lockbox Account the Indenture Trustee, to the extent that the Property Manager
or Issuer has notified it that such deposits are Tenant security deposits or
Tenant escrows, shall transfer such amounts to the Property Manager for deposit
in the appropriate Escrow Account.



                                      -30-
<PAGE>

         Section 3.02. Collection Account.

         (a) On or prior to the date hereof, the Indenture Trustee shall
establish a segregated trust account (the "Collection Account") at its Corporate
Trust Office (or such other financial institution as necessary to ensure that
the Collection Account is at all times an Eligible Account) in its name, as
Indenture Trustee, bearing a designation clearly indicating that such account
and all funds deposited therein are held for the exclusive benefit of the
Noteholders and the Issuer. The Indenture Trustee shall deposit or cause to be
deposited in the Collection Account (i) all amounts remitted to the Indenture
Trustee from the Property Manager in accordance with the Property Management
Agreement and all amounts required to be transferred into the Collection Account
pursuant to Section 3.01(b), (ii) any amounts required to be deposited in the
Collection Account pursuant to Section 8.01, (iii) all income and gains from the
investment of funds in the Collection Account, the Reserve Account and, to the
extent provided in the Property Management Agreement, any Escrow Account, (iv)
any Redemption Price paid pursuant to Section 8.02, and (v) any amounts paid
under the Interest Rate Cap. Except as provided in this Indenture, the Indenture
Trustee, in accordance with the terms of this Indenture, shall have exclusive
control and sole right of withdrawal with respect to the Collection Account.
Funds in the Collection Account shall not be commingled with any other monies.
All monies deposited from time to time in the Collection Account shall be held
by and under the control of the Indenture Trustee in the Collection Account for
the benefit of the Noteholders and the Issuer as herein provided and, so long as
no Default is continuing, shall be invested by the Indenture Trustee in
Permitted Investments in accordance with the prior written instructions of the
Issuer. Any investment of amounts on deposit in the Collection Account in
Permitted Investments shall mature no later than one Business Day prior to the
Payment Date. Any gain on such Permitted Investments shall be added to the
Collection Account and any loss shall be charged to the Collection Account.
During the continuation of any Event of Default or in the absence of prior
written instruction regarding investment of amount on deposit in the Collection
Account, such amounts in the Collection Account shall remain uninvested.

         (b) The Indenture Trustee is authorized to make withdrawals from the
Collection Account (the order set forth hereafter in this subsection (b) not
constituting an order of priority for such withdrawals) (i) to make the
Waterfall Payments and (ii) to withdraw any amounts deposited in the Collection
Account in error.

         On each Payment Date, the Indenture Trustee shall apply all funds
available in the Collection Account (net of (i) collected Monthly Lease Payments
due on a date after the end of the related Collection Period and (ii) any
amounts constituting Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, Release Prices, Purchase Prices and Tenant Purchase Proceeds received
after the end of the related Collection Period) (the "Available Amount") in the
following order of priority (the "Waterfall Payments"):

               (i) (A) first, pro rata, based on amounts then due (I) to the
         Indenture Trustee and the Grantor Trust Trustee, any amounts due to the
         Indenture Trustee and the Grantor Trust Trustee (including any earned
         and unpaid Indenture Trustee Fees and amounts due to the Grantor Trust
         Trustee under Section 5.05 of the Grantor Trust Agreement) and (II) to
         the Certificate Insurer, the Premium Payment due for such Payment Date,
         and (B) second, pro rata, (I) to the Persons entitled thereto,
         Extraordinary Expenses (not to exceed $15,000 in any month, and
         $100,000 in any year unless an Event of Default or a Certificate
         Insurer Default is then continuing in which case such amount is
         uncapped), (II) to the Master Servicer or the Back-up Servicer, the
         Master Servicing Fee or Back-up Servicing Fee, as applicable, or to the
         Replacement Property Manager and the Replacement Special Servicer, if
         any, earned and unpaid or unreimbursed Management Fees, Special
         Servicer



                                      -31-
<PAGE>

         Compensation and Property Protection Advances and (III) to pay for any
         costs associated with a transfer of servicing so long as such costs are
         approved by the Certificate Insurer (so long as no Certificate Insurer
         Default is then continuing);

               (ii) to the Noteholders, in respect of interest, an amount equal
         to the Payable Note Interest in respect of the Notes for such Payment
         Date and, to the extent not previously paid, for all prior Payment
         Dates (plus interest on such unpaid amount at the applicable Note
         Interest Rate);

               (iii) to the Noteholders, in respect of principal, an amount
         equal to the Principal Payment Amount for such Payment Date;

               (iv) to the Certificate Insurer, any amounts due to the
         Certificate Insurer under the Insurance Agreement and not paid pursuant
         to clause (i) above;

               (v) upon the occurrence of a Cap Reserve Trigger and/or an
         Environmental Reserve Trigger, to the Cap Reserve Account and/or the
         Environmental Policy Reserve Account, the Cap Reserve Amount and/or the
         Environmental Reserve Amount, respectively; provided, that the Cap
         Reserve Amount and the Environmental Reserve Amount shall be paid pro
         rata, based on amounts then due, in the event that both the Cap Reserve
         Trigger and the Environmental Reserve Trigger have occurred;

               (vi) (A) to the Persons entitled thereto, Extraordinary Expenses
         not paid pursuant to clause (i) above, and (B) to the Property Manager
         and the Special Servicer any indemnification payments to which it is
         entitled under the Property Management Agreement;

               (vii) to the Property Manager and the Special Servicer pro rata
         based on amounts then due, to reimburse Property Protection Advances;

               (viii) to the Property Manager and the Special Servicer pro rata
         based on amounts then due, earned and unpaid Management Fees and
         Special Servicer Compensation;

               (ix) during the continuance of an Early Amortization Event or an
         Event of Default (including a failure to retire the Notes by the Stated
         Maturity), to the Noteholders, in respect of principal, the remaining
         Available Amount; and

               (x) so long as no Early Amortization Event or Event of Default is
         then continuing, to a single account of the Issuer as the Issuer may
         direct.

         Section 3.03. Account Collateral.

         (a) Pursuant to the Granting Clause, the Issuer has granted a
first-priority security interest in favor of the Indenture Trustee in and to the
Account Collateral as security for the Notes, together with all rights of a
secured party with respect thereto. The Issuer shall execute any additional
documents that the Indenture Trustee in its reasonable discretion may require
and shall provide all other evidence reasonably requested by the Indenture
Trustee to evidence or perfect the Indenture Trustee's first-priority security
interest in the Account Collateral.



                                      -32-
<PAGE>

         (b) So long as no Event of Default shall be continuing, the Issuer
shall be permitted to direct, by written direction, the investment of the funds
from time to time held in the Collection Account in Permitted Investments and to
sell and reinvest proceeds from the sale or liquidation of Permitted Investments
in other Permitted Investments, with all such proceeds and reinvestments to be
held in the Collection Account; provided, however, that the maturity of an
adequate portion of the Permitted Investments on deposit in the Collection
Account shall be no later than the Business Day immediately preceding the date
on which such funds are required to be withdrawn therefrom pursuant to this
Indenture. All income and gains from the investment of funds in the Collection
Account shall be credited to the Collection Account. As between the Issuer and
the Indenture Trustee, the Issuer shall treat all income, gains and losses from
the investment of amounts in the Collection Account as its income or loss for
federal, state and local income tax purposes and the Issuer shall receive all
benefit from such income.

         (c) After the Notes and all other amounts hereunder and under the
Insurance Agreement have been paid in full, each of the Lockbox Account and the
Collection Account shall be closed and the balance, if any, therein shall be
disbursed to the Issuer.

         Section 3.04. Lease Advances.

         The Limited Partners will have the right, but not the obligation, to
make Lease Advances (without right of reimbursement) in an aggregate amount
during the life of the Notes not to exceed (without the Certificate Insurer's
consent) $2,674,400 in order to prevent or cure an Early Amortization Event.

         The Limited Partners shall deposit (or cause to be deposited) the
amount of any such Lease Advances into the Collection Account prior to the
related Determination Date, and shall simultaneously provide notice to the
Indenture Trustee and the Certificate Insurer identifying the Lease(s) with
respect to which such Lease Advance is being made, the amount of such Lease
Advance and the aggregate amount of all Lease Advances made by the Limited
Partners since the Closing Date.

         Section 3.05. Reserved.

         Section 3.06. Reserve Account.

         On or prior to the Closing Date, the Indenture Trustee will establish
an account (the "Reserve Account") and the Issuer shall deposit $2,643,500 to
the Reserve Account on the Closing Date. If on any Payment Date both (i) any
amounts remain on deposit in the Reserve Account and (ii) any Lease under which
El Chico or Spaghetti Warehouse is the Tenant is a Delinquent Lease, on the
third Business Day preceding such Payment Date, the Indenture Trustee shall
withdraw from the Reserve Account and deposit to the Collection Account (for
distribution as part of the Available Amount on such Payment Date) an amount
equal to the lesser of (i) the excess, if any, of (a) the amount to be paid
pursuant to clauses (i) through (iii) of the Waterfall Payments (other than
Unscheduled Principal Distributions, Liquidation Fees, Workout Fees, Property
Protection Advances and any costs associated with a transfer of servicing) on
such Payment Date over (b) the Available Amount for such Payment Date determined
without regard to any payment to be made from the Reserve Account and (ii) the
product of (a) the amount to be paid pursuant to clauses (i) through (iii) of
the Waterfall Payments (other than any Unscheduled Principal Distributions,
Liquidation Fees, Workout Fees, Property Protection Advances and any costs
associated with a transfer of servicing) on such Payment Date multiplied by (b)
a fraction, the numerator of which is the aggregate Allocated Loan Amount of all
of the Properties leased to El Chico or Spaghetti Warehouse and the denominator
of which is the aggregate Allocated Loan Amount of all of the Properties. On the
Payment Date in July 2002 (or, if any Lease under



                                      -33-
<PAGE>

which El Chico or Spaghetti Warehouse is the Tenant is a Delinquent Lease, the
first Payment Date thereafter on which no such Leases are Delinquent Leases),
the Indenture Trustee shall release any amounts remaining on deposit in the
Reserve Account to the Issuer free and clear of the lien of the Indenture. In
the event that prior to the Payment Date in July 2002 the Leases to El Chico and
Spaghetti Warehouse become Delinquent Leases and El Chico and Spaghetti
Warehouse are replaced as Tenants and the replacement Tenants make timely
Monthly Lease Payments for three consecutive months, the Indenture Trustee shall
release any amounts remaining on deposit in the Reserve Account to the Issuer
free and clear of the lien of the Indenture.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         Section 4.01. Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect except as to (i) any
surviving rights herein expressly provided for, including any rights of transfer
or exchange of Notes herein expressly provided for, (ii) in the case of clause
(1)(B) below, the rights of the Noteholders hereunder to receive payment of the
Note Principal Balance of and interest on the Notes and any other rights of the
Noteholders hereunder, and (iii) the provisions of Section 4.02, when

         (1) either (A) all Notes theretofore authenticated and delivered (other
than (i) Notes which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.06 and (ii) Notes for which payment of
money has theretofore been deposited in the Collection Account by the Indenture
Trustee and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 6.10) have been delivered to the Note Registrar for
cancellation; or (B) all such Notes not theretofore delivered to the Note
Registrar for cancellation (i) have become due and payable, or (ii) will become
due and payable on the next Payment Date, and in the case of clause (B)(i) or
(B)(ii) above, cash in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Note Registrar for
cancellation or sufficient to pay the Note Principal Balance thereof and any
interest thereon accrued to the date of such deposit (in the case of Notes which
have become due and payable) or to the end of the Interest Accrual Period for
the next Payment Date has been deposited with the Indenture Trustee as trust
funds in trust for these purposes;

         (2) the Issuer has paid or caused to be paid all other sums payable or
reasonably expected to become payable by the Issuer to the Indenture Trustee,
the Grantor Trust Trustee, the Master Servicer, the Back-up Servicer, the
Property Manager, the Special Servicer, the Certificate Insurer and each of the
Noteholders (in each case, if any);

         (3) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate of the Issuer stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with; and

         (4) the Issuer has furnished to the Indenture Trustee a Tax Opinion
with respect to the actions contemplated by this Section 4.01.



                                      -34-
<PAGE>

Notwithstanding the foregoing, the obligations of the Issuer to the Indenture
Trustee under Section 5.04 hereof and the obligations of the Indenture Trustee
to the Noteholders under Section 4.01 hereof shall survive satisfaction and
discharge of this Indenture.

         Section 4.02. Application of Trust Money.

         Subject to the provisions of Section 2.10 and Section 6.10, all cash
deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in
the Collection Account and applied by the Indenture Trustee, in accordance with
the provisions of the Notes and this Indenture to pay the Persons entitled
thereto, the interest, principal and other amounts payable on the Notes.

         Upon the satisfaction and discharge of this Indenture pursuant to
Section 4.01 of this Indenture, the Indenture Trustee shall pay to the Issuer as
it shall direct by Issuer's Order all amounts, if any, held by it remaining as
part of the Collateral and shall release the Lien of this Indenture and any
other Security Instruments.

                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

         Section 5.01. Events of Default.

         "Event of Default," wherever used herein with respect to the Notes,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

               (i) if the Issuer fails to pay the Payable Note Interest on any
         Payment Date or fails to retire all of the Notes by the Stated Maturity
         or fails to pay any other amount due by it under this Indenture to the
         extent the Available Amount is sufficient to pay such other amount in
         accordance with the Waterfall Payments;

               (ii) if the Issuer transfers or encumbers all or any portion of
         the Properties, or if any direct or indirect interest in the Issuer is
         transferred or assigned, other than, in each case, as is expressly
         permitted under this Indenture or the other Security Documents;

               (iii) if any representation or warranty made by the Issuer (other
         than representations and warranties regarding the Mortgaged Properties
         and Leases) in any Security Document, certificate, report, financial
         statement or other document is false or misleading in any material
         respect as of the date the representation or warranty was made;

               (iv) if the Issuer or the general partner of the Issuer commences
         any proceeding relating to bankruptcy, insolvency, reorganization or
         conservatorship or makes an assignment for the benefit of creditors, or
         is not paying its debts as they become due or has admitted in writing
         its inability to pay its debts; or if a receiver, liquidator or trustee
         is appointed or if the Issuer or the general partner of the Issuer is
         adjudicated bankrupt or insolvent, or if any petition for bankruptcy,
         reorganization or arrangement pursuant to federal bankruptcy law, or
         any similar federal or state law, is filed by or against, consented to,
         or acquiesced in by, the Issuer or the general partner of the Issuer,
         or if any



                                      -35-
<PAGE>

         proceeding for the dissolution or liquidation of the Issuer or the
         general partner of the Issuer is instituted; provided, however, if such
         appointment, adjudication, petition or proceeding was involuntary and
         not consented to by the Issuer, upon the same not being discharged,
         stayed or dismissed within sixty (60) days;

               (v) if the Issuer is in default under any of the other terms,
         covenants or conditions of the Property Management Agreement, this
         Indenture or any of the other Security Documents for fifteen days
         (except for any such default that provides for a different cure period)
         after notice to the Issuer, in the case of any default which can be
         cured by the payment of a sum of money, or for thirty days after notice
         in the case of any other default; provided, however, that if a
         nonmonetary default cannot reasonably be cured within such 30-day
         period and the Issuer has commenced to cure such default within such
         30-day period and thereafter diligently and expeditiously proceeds to
         cure the same (as evidenced by Officer's Certificates of the Issuer),
         such 30-day period will be extended for an additional 30-day period; or

               (vii) if a claim is made on the MBIA Policy.

         Section 5.02. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default should occur and be continuing, the Indenture
Trustee may (with the consent of the Certificate Insurer), and at the direction
of the Certificate Insurer, or if a Certificate Insurer Default is then
continuing, Holders representing a majority of the Note Principal Balance of the
Outstanding Notes, will be required to, declare all of the Notes to be
immediately due and payable, and upon any such declaration, the aggregate
principal amount of all of the Notes, together with accrued and unpaid interest
thereon through the date of acceleration, will become immediately due and
payable.

         Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

         (a) If the Issuer fails to pay all amounts due upon an acceleration of
the Notes under Section 5.02 forthwith upon demand and such declaration and its
consequences shall not have been rescinded and annulled, the Indenture Trustee,
in its capacity as Indenture Trustee and as trustee of an express trust, may
(with the consent of the Certificate Insurer), and at the direction of the
Certificate Insurer, or if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes shall institute one or more judicial proceedings for the collection of the
sums so due and unpaid, may prosecute such proceedings to judgment or final
decree and may enforce the same against the Issuer or any other obligor upon the
Notes and collect the monies adjudged or decreed to be payable in the manner
provided by law out of the Collateral, wherever situated, or may institute and
prosecute such non-judicial proceedings in lieu of judicial proceedings as are
then permitted by applicable law.

         (b) If an Event of Default occurs and is continuing, the Indenture
Trustee, at the direction of the Certificate Insurer or, if a Certificate
Insurer Default is then continuing, Holders representing a majority of the Note
Principal Balance of the Outstanding Notes, shall proceed to protect and enforce
its rights and the rights of the Noteholders by such appropriate proceedings as
the Certificate Insurer or, if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes, shall deem most effective to protect and enforce any such rights, whether
for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein or to enforce any other
proper remedy or legal or equitable right vested in the Indenture Trustee by
this Indenture or by law.



                                      -36-
<PAGE>

         (c) In case (x) there shall be pending, relative to the Issuer or any
Person having or claiming an ownership interest in the Collateral, proceedings
under Title 11 of the United States Bankruptcy Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law, (y) a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or shall have taken possession of
the Issuer or its property or such Person or (z) there shall be pending a
comparable judicial proceeding brought by creditors of the Issuer or affecting
the property of the Issuer, the Indenture Trustee shall, at the direction of the
Certificate Insurer or, if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes, irrespective of whether the principal of or interest on any Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any demand
pursuant to the provisions of this Section, be entitled and empowered, by
intervention in such proceedings or otherwise:

               (i) to file and prove a claim or claims for the whole amount of
         principal and interest owing and unpaid in respect of the Notes and to
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Indenture Trustee (including any claim
         for reasonable compensation to the Indenture Trustee and each
         predecessor Indenture Trustee, and their respective attorneys, and for
         reimbursement of all reasonable expenses and liabilities incurred, and
         all advances made, by the Indenture Trustee and each predecessor
         Indenture Trustee, except as a result of willful misconduct, negligence
         or bad faith of the Indenture Trustee) and of the Noteholders allowed
         in such proceedings;

               (ii) unless prohibited by applicable law and regulations, to vote
         on behalf of the Noteholders in any election of a trustee, a standby
         trustee or Person performing similar functions in any such proceedings;

               (iii) to collect and receive any monies or other property payable
         or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their and its behalf; and

               (iv) to file such proofs of claim and other papers or documents
         as may be necessary or advisable in order to have the claims of the
         Indenture Trustee or the Noteholders allowed in any judicial
         proceedings relative to the Issuer, their creditors and their property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective attorneys, and all other expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of willful misconduct, negligence or bad faith of the
Indenture Trustee or predecessor Indenture Trustee.

         (d) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any related Noteholder or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.



                                      -37-
<PAGE>

         (e) In any proceedings brought by the Indenture Trustee at the
direction of the Certificate Insurer or, if a Certificate Insurer Default is
then continuing, Holders representing a majority of the Note Principal Balance
of the Outstanding Notes (and also any proceedings involving the interpretation
of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders,
and it shall not be necessary to make any Noteholder a party to any such
proceedings.

         (f) In the event that the Indenture Trustee following an Event of
Default hereunder institutes proceedings to foreclose on the Collateral, the
Indenture Trustee shall promptly give a notice to that effect to the Issuer, the
Noteholders and the Certificate Insurer.

         (g) All rights of action and claims under this Indenture or the Notes
may be prosecuted and enforced by the Indenture Trustee at the direction of the
Certificate Insurer or, if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes, without the possession of any of the Notes or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Indenture Trustee at the direction of the Certificate Insurer or, if a
Certificate Insurer Default is then continuing, Holders representing a majority
of the Note Principal Balance of the Outstanding Notes, shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, the Certificate Insurer and
their counsel, be for the ratable benefit of the Noteholders in respect of which
such judgment has been recovered.

         Section 5.04. Remedies.

         If an Event of Default has occurred and is continuing, and the Notes
have been declared due and payable pursuant to Section 5.02 hereof and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may (in addition to its rights and remedies under the Security
Instruments), and, at the direction of the Certificate Insurer or, if a
Certificate Insurer Default is then continuing, Holders representing a majority
of the Note Principal Balance of the Outstanding Notes, shall do one or more of
the following:

         (a) institute, or cause to be instituted, Proceedings for the
collection of all amounts then payable on or under this Indenture with respect
to the Notes, whether by declaration of acceleration or otherwise, prosecute
such proceedings, enforce any judgment obtained, and collect from the Collateral
monies adjudged payable;

         (b) sell, or cause to be sold, the Collateral or any portion thereof or
rights or interest therein, at one or more public or private sales called and
conducted in any manner permitted by applicable law, provided, however, that the
Indenture Trustee shall give the Issuer written notice of any private sale
called by or on behalf of the Indenture Trustee pursuant to this Section 5.04(b)
at least 10 days prior to the date fixed for such private sale;

         (c) institute, or cause to be instituted, Proceedings from time to time
for the complete or partial foreclosure with respect to the Collateral;

         (d) exercise, or cause to be exercised, any remedies of a secured party
under the Uniform Commercial Code and take any other appropriate action to
protect and enforce the rights and remedies of the Indenture Trustee or the
Holders of the Notes hereunder;



                                      -38-
<PAGE>

         (e) maintain possession of the Collateral and, in its own name or in
the name of the Issuer or otherwise, collect and otherwise receive any money or
property at any time payable or receivable on account of or in exchange for any
of the assets of the Collateral; and

         (f) take any other action and pursue any other remedy permitted under
any Security Instrument or Security Document;

provided, however, that the Indenture Trustee, shall not, unless required by
law, sell or otherwise liquidate all or any portion of the Collateral following
any Event of Default except (i) in accordance with the instructions of the
Certificate Insurer or, if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes or (ii) if the proceeds of such liquidation would be greater than or equal
to the Note Principal Balance of the Outstanding Notes plus all accrued and
unpaid interest thereon, all other amounts due under the Indenture, and all
amounts owed to the Certificate Insurer.

         Section 5.05. Application of Money Collected.

         On and after the Stated Maturity or upon the occurrence of an Event of
Default pursuant to which the Notes have been declared due and payable in
accordance with Section 5.02 hereof and such declaration and its consequences
have not been rescinded, the Indenture Trustee will apply all funds received by
the Indenture Trustee in respect of the Collateral from the Issuer, pursuant to
the exercise of any rights or remedies set forth in this Article V, in this
Indenture or otherwise, promptly after receipt, for the purposes and in the
order of priority set forth in Section 3.02(b).

         Section 5.06. Limitation on Suits.

         Except as provided in Section 5.07, no Noteholder shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder.

         Section 5.07. Unconditional Right of Noteholders to Receive Principal
and Interest.

         Notwithstanding any other provision in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payments of interest, principal and other amounts then due on such Note on or
before the Stated Maturity and the Indenture Trustee, at the direction of the
Certificate Insurer or, if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes, shall (or if the Indenture Trustee fails to do so, the Holder of any Note
shall have the right to) institute suit for the enforcement of any such payment.
The Issuer shall, however, be subject to only one consolidated lawsuit by the
Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any
one cause of action arising under this Indenture or otherwise.

         Section 5.08. Restoration of Rights and Remedies.

         If the Indenture Trustee has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued,
waived, rescinded or abandoned for any reason, or has been determined adversely
to the Indenture Trustee, then and in every such case, subject to any
determination in such proceeding, the Issuer, the Indenture Trustee, the
Certificate Insurer and the Noteholders shall be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies



                                      -39-
<PAGE>

of the Indenture Trustee, the Certificate Insurer and the Noteholders shall
continue as though no such proceeding had been instituted.

         Section 5.09. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in Section 2.06, no right or
remedy herein conferred upon or reserved to the Indenture Trustee, the
Certificate Insurer or the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

         Section 5.10. Delay or Omission Not Waiver.

         No delay or omission of the Indenture Trustee, the Certificate Insurer
or any Noteholder to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Indenture or by law to the Indenture Trustee or to the Noteholders, the
Certificate Insurer may be exercised from time to time, and as often as may be
deemed expedient, to the extent permitted by applicable law, by the Indenture
Trustee, the Certificate Insurer or the Noteholders, as the case may be.

         Section 5.11. Waiver of Past Defaults.

         Prior to the acceleration of the maturity of the Notes, the Certificate
Insurer or, if a Certificate Insurer Default is then continuing, Holders
representing a majority of the Note Principal Balance of the Outstanding Notes,
may on behalf of the Noteholders of all the Notes waive any past default
hereunder and its consequences, except a default:

               (1) in the payment of principal of or interest on any Note or any
         other amount due to any Noteholder under this Indenture, which waiver
         shall require the waiver by Noteholders holding 100% in aggregate Note
         Principal Balance of the Outstanding Notes affected; or

               (2) in respect of a covenant or provision hereof which under
         Article IX cannot be modified or amended without the consent of the
         Holder of each Outstanding Note affected, which waiver shall require
         the waiver by each Holder of an Outstanding Note affected;

               (3) depriving the Indenture Trustee of a lien or the benefit of a
         lien, as the case may be, upon any part of the Collateral, which waiver
         shall require the consent of the Indenture Trustee, the Certificate
         Insurer or such Noteholder, as the case may be; or

               (4) depriving the Indenture Trustee of any fee, reimbursement for
         any expense incurred, or any indemnification to which the Indenture
         Trustee is entitled, which waiver shall require the consent of the
         Indenture Trustee.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising there from shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Any costs or expenses
incurred by



                                      -40-
<PAGE>

the Indenture Trustee in connection with such waiver shall be reimbursable to
the Indenture Trustee from amounts on deposit in the Collection Account pursuant
to Section 3.02(b) hereof.

         Section 5.12. Undertaking for Costs.

         All parties to this Indenture agree, and each Noteholder by its
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses based on time expended, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Issuer, or to any suit instituted by the
Indenture Trustee or the Certificate Insurer, or to any suit instituted by any
Noteholder, or group of Noteholders, holding in the aggregate at least 25% in
aggregate Note Principal Balance of Outstanding Notes or to any suit instituted
by any Noteholder for the enforcement of the payment of the principal of or
interest on any Note on or after the Maturity of such Note.

         Section 5.13. Waiver of Stay or Extension Laws.

         The Issuer hereby covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim to take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of such law and
covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Indenture Trustee, but will suffer and permit the exercise
of every such power as though no such law had been enacted.

         Section 5.14. Sale of Collateral.

         (a) The power to effect any public or private sale of any portion of
the Collateral pursuant to Section 5.04 hereof shall not be exhausted by any one
or more sales as to any portion of the Collateral remaining unsold, but shall
continue unimpaired until either the entire Collateral shall have been sold or
all amounts payable on the Notes and under this Indenture with respect thereto
shall have been paid. At the direction of the Certificate Insurer or, if a
Certificate Insurer Default is then continuing, Holders representing a majority
of the Note Principal Balance of the Outstanding Notes, the Indenture Trustee
may from time to time postpone any sale by public announcement made at the time
and place of such sale. The Indenture Trustee hereby expressly waives its right
to any amount fixed by law as compensation for any such sale but such waiver
does not apply to any amounts to which the Indenture Trustee is otherwise
entitled under Section 6.04 of this Indenture.

         The foregoing provisions of this Section 5.14 shall not preclude or
limit the ability of the Indenture Trustee to purchase all or any portion of the
Collateral at any sale, public or private, and the purchase by the Indenture
Trustee of all or any portion of the Collateral at any sale shall not be deemed
a sale or disposition thereof for purposes of this Section 5.14(a).

         (b) In connection with a sale of all or any portion of the Collateral:



                                      -41-
<PAGE>

               (i) any Holder or Holders of Notes or the Certificate Insurer may
         bid for and purchase the property offered for sale, and upon compliance
         with the terms of sale may hold, retain and possess and dispose of such
         property, without further accountability, and may, in paying the
         purchase money therefor, deliver any Outstanding Notes or claims for
         interest thereon in lieu of cash up to the amount which shall, upon
         distribution of the net proceeds of such sale, be payable thereon, and
         such Notes, in case the amounts so payable thereon shall be less than
         the amount due thereon, shall be returned to the Holders thereof after
         being appropriate stamped to show such partial payment;

               (ii) the Indenture Trustee shall execute and deliver, without
         recourse, an appropriate instrument of conveyance transferring its
         interest in any portion of the Collateral in connection with a sale
         thereof;

               (iii) the Indenture Trustee is hereby irrevocably appointed the
         agent and attorney-in-fact of the Issuer to transfer and convey,
         through the use of agents or otherwise and at the expense of the
         Issuer, the Issuer's interest in any portion of the Collateral in
         connection with a sale thereof, and to take all action necessary to
         effect such sale; and

               (iv) no purchaser or transferee at such a sale shall be bound to
         ascertain the Indenture Trustee's authority, inquire into the
         satisfaction of any conditions precedent or see to the application of
         any monies.

         Section 5.15. Action on Notes.

         The Indenture Trustee's right to seek and recover judgment on the Notes
or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither
the lien of this Indenture nor any rights or remedies of the Indenture Trustee
or the Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Collateral.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.01. Certain Duties and Responsibilities.

         The Issuer hereby irrevocably constitutes and appoints the Indenture
Trustee and any Responsible Officer thereof, with full power of substitution, as
their true and lawful attorney-in-fact with full irrevocable power and authority
in place and stead of the Issuer and in the name of the Issuer or in its own
name or in the name of a nominee, from time to time in the Indenture Trustee's
discretion, for the purpose of enforcing the rights, powers and remedies, but
not the exercise of obligations, of the Issuer and to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Indenture, all
as set forth in this Section.

         (a) The rights, duties and liabilities of the Indenture Trustee in
respect of this Indenture shall be as follows:

               (i) The Indenture Trustee shall have the full power and authority
         to do all things not inconsistent with the provisions of this Indenture
         that it may deem advisable in order to enforce the



                                      -42-
<PAGE>

         provisions hereof or to take any action with respect to a default or an
         Event of Default hereunder, or to institute, appear in or defend any
         suit or other proceeding with respect hereto, or to protect the
         interests of the Noteholders and the Certificate Insurer. The Indenture
         Trustee shall not be answerable or accountable except for its own bad
         faith, willful misconduct or negligence. The Issuer shall prepare and
         file or cause to be filed, at the Issuer's expense, a UCC Financing
         Statement, describing the Issuer as debtor, the Indenture Trustee as
         secured party and the Collateral as the collateral, in all appropriate
         locations promptly following the initial issuance of the Notes, and the
         Issuer shall prepare and file at each such office, continuation
         statements with respect thereto, in each case within six months prior
         to each fifth anniversary of the original filing. The Indenture Trustee
         shall be under no affirmative duty to determine the sufficiency of such
         UCC Financing Statements or to determine whether they have been filed
         in all appropriate locations. The Issuer is hereby authorized and
         obligated to make, at the expense of the Issuer, all required filings
         and refilings of which the Issuer becomes aware, necessary to preserve
         the liens created by this Indenture as provided herein. The Indenture
         Trustee shall not be required to take any action to exercise or enforce
         the trusts hereby created (and shall not take any such action except as
         directed by the Certificate Insurer or, if a Certificate Insurer
         Default is then continuing, Holders representing a majority of the Note
         Principal Balance of the Outstanding Notes) which, in the opinion of
         the Indenture Trustee, shall be likely to involve expense or liability
         to the Indenture Trustee, unless the Indenture Trustee shall have
         received an agreement satisfactory to it in its sole reasonable
         discretion to indemnify it against such liability and expense. Except
         as otherwise expressly provided herein, the Indenture Trustee shall not
         be required to ascertain or inquire as to the performance or observance
         of any of the covenants or agreements contained herein, or in any other
         instruments to be performed or observed by the Issuer.

               (ii) Subject to the other provisions of this Article VI, the
         Indenture Trustee, upon receipt of all resolutions, certificates,
         statements, opinions, reports, documents, orders, or other instruments
         furnished to the Indenture Trustee that are specifically required to be
         furnished pursuant to any provisions of this Indenture, shall examine
         them to determine whether they are on their face in the form required
         by this Indenture to the extent expressly set forth herein. If any such
         instrument is found on its face not to conform to the requirements of
         this Indenture in a material manner, the Indenture Trustee shall take
         such action as it deems appropriate to have the instrument corrected,
         and if the instrument is not corrected to the Indenture Trustee's
         reasonable satisfaction, the Indenture Trustee will provide notice
         thereof to the Noteholders and the Certificate Insurer. The Indenture
         Trustee shall not be under any duty to independently verify the
         accuracy or contents of any such item. The Indenture Trustee shall not
         incur any liability in acting upon any signature, notice, request,
         consent, certificate, opinion, or other instrument reasonably believed
         by it to be genuine. In administering the trusts hereunder, the
         Indenture Trustee may execute any of the trusts or powers or perform
         any of its obligations hereunder directly or through its agents or
         attorneys, provided that it shall remain liable for the acts of all
         such agents and attorneys. The Indenture Trustee may, at its own
         expense (except as otherwise provided in Section 6.04), consult with
         counsel, accountants and other professionals to be selected and
         employed by it, and the Indenture Trustee shall not be liable for
         anything done, suffered or omitted in good faith by it in accordance
         with the advice of any such Person nor for any error of judgment made
         in good faith by a Responsible Officer of the Indenture Trustee, unless
         it shall be proved that the Indenture Trustee was negligent in
         ascertaining the pertinent facts.

               (iii) The Indenture Trustee shall not have any duty to make,
         arrange or ensure the completion of any recording, filing or
         registration of any instrument or other document (including any



                                      -43-
<PAGE>

         UCC Financing Statements), or any amendments or supplements to any of
         said instruments or to determine if any such instrument or other
         document is in a form suitable for recording, filing or registration,
         and the Indenture Trustee shall not have any duty to make, arrange or
         ensure the completion of the payment of any fees, charges or taxes in
         connection therewith.

               (iv) Whenever in performing its duties hereunder, the Indenture
         Trustee shall deem it necessary or desirable that a matter be proved or
         established prior to taking, suffering or omitting any action
         hereunder, the Indenture Trustee may, in the absence of bad faith on
         the part of the Indenture Trustee, rely upon (unless other evidence in
         respect thereof be specifically prescribed herein) an Officer's
         Certificate of the Issuer, and such Officer's Certificate shall be full
         warrant to the Indenture Trustee for any action taken, suffered or
         omitted by it on the faith thereof.

               (v) The Indenture Trustee shall not be concerned with or
         accountable to any Person for the use or application of any deposited
         monies or of any property or securities or the proceeds thereof that
         shall be released or withdrawn in accordance with the provisions hereof
         or of any property or securities or the proceeds thereof that shall be
         released from the lien hereof or thereof in accordance with the
         provisions hereof or thereof and the Indenture Trustee shall not have
         any liability for the acts of other parties that are not in accordance
         with the provisions.

         (b) The rights, duties and liabilities of the Indenture Trustee in
respect of the Collateral and this Indenture, in addition to those set forth in
Section 6.01(a), shall be as follows:

               (i) subject to Section 6.01(c), the Indenture Trustee undertakes
         to perform such duties and only such duties as are specifically set
         forth in this Indenture, and no implied covenants or obligations shall
         be read into this Indenture against the Indenture Trustee; and

               (ii) the Indenture Trustee may, in the absence of bad faith on
         its part, conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and conforming to the
         requirements of this Indenture; but in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Indenture Trustee, the Indenture
         Trustee shall be under a duty to examine the same to determine whether
         or not they conform on their face to the requirements of this
         Indenture, to the extent expressly set forth herein.

         (c) Subject to Section 5.11, in case an Event of Default known to the
Indenture Trustee with respect to the Notes has occurred and is continuing, the
Indenture Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his own affairs (it being the intent that the Indenture Trustee will undertake
actions with respect to the Notes only at the direction of the Certificate
Insurer or, if a Certificate Insurer Default is then continuing, Holders
representing a majority of the Note Principal Balance of the Outstanding Notes).

         (d) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own wilful misconduct, except that

               (i) this subsection shall not be construed to limit the effect of
         subsections (a), (b) or (c) of this Section;



                                      -44-
<PAGE>

               (ii) the Indenture Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer of the Indenture
         Trustee, unless it shall be proved that the Indenture Trustee was
         negligent in ascertaining the pertinent facts;

               (iii) the Indenture Trustee shall not be liable with respect to
         any action taken or omitted to be taken by it in good faith in
         accordance with the directions of the Certificate Insurer or, if a
         Certificate Insurer Default is then continuing, Holders representing a
         majority of the Note Principal Balance of the Outstanding Notes; and

               (iv) the Indenture Trustee shall not be charged with knowledge of
         a default in the observance of any covenant contained in Section 10.06
         unless either (i) a Responsible Officer of the Indenture Trustee shall
         have actual knowledge of such default or (ii) written notice of such
         default shall have been given by the Issuer, the Certificate Insurer or
         by any Noteholder to and received by a Responsible Officer of the
         Indenture Trustee.

         Section 6.02. Notice of Defaults.

         (a) The Indenture Trustee, promptly but not later than five (5)
Business Days after a Responsible Officer of the Indenture Trustee acquires
actual knowledge of the occurrence of any Default or Event of Default under this
Indenture, shall notify the Issuer, the Certificate Insurer and the Noteholders
of any such Default or Event of Default, unless all such defaults known to the
Indenture Trustee shall have been cured before the giving of such notice or
unless the same is rescinded and annulled, or waived pursuant to Section 5.01 or
Section 5.11.

         (b) The Indenture Trustee also agrees, promptly but no later than five
(5) Business Days after a Responsible Officer of the Indenture Trustee acquires
actual knowledge of the occurrence of any event of default under the Property
Management Agreement, to notify the Issuer, the Certificate Insurer and the
Noteholders of such event of default.

         Section 6.03. Certain Rights of Indenture Trustee.

         Subject to the provisions of this Indenture, in connection with this
Indenture:

         (a) the Indenture Trustee may request and rely and shall be protected
in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties as may be required by such party or
parties pursuant to the terms of this Indenture;

         (b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order and any resolution
of the board of managers of the General Partner of the Issuer may be
sufficiently evidenced by a Resolution;

         (c) whenever in the administration of this Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officer's Certificate;



                                      -45-
<PAGE>

         (d) the Indenture Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel rendered thereby shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;

         (e) the Indenture Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of the Certificate Insurer or any of the Noteholders pursuant to this
Indenture, unless the Certificate Insurer or such Noteholders shall have offered
to the Indenture Trustee reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction;

         (f) the Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order,
security, debenture, note, coupon, other evidence of indebtedness or other paper
or document, but the Indenture Trustee in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney;

         (g) the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys of the Indenture Trustee, provided that it shall remain
liable for the acts of all such attorneys and agents;

         (h) the Indenture Trustee shall not be required to provide any surety
or security of any kind in connection with the execution or performance of its
duties hereunder; and

         (i) except with respect to the representations made by it in Section
6.06, the Indenture Trustee shall not make any representations as to the
validity or sufficiency of this Indenture.

         Section 6.04. Compensation and Reimbursement.

         (a) Subject to Section 6.04(b), the Issuer hereby agrees:

             (1)  to cause to be paid, from amounts on deposit in the Collection
                  Account or otherwise from the proceeds of the Collateral to
                  the Indenture Trustee, in accordance with Section 3.02(b)
                  hereof, monthly the Indenture Trustee Fee as compensation for
                  all services rendered by it hereunder (which compensation
                  shall not be limited by any provision of law in regard to the
                  compensation of a trustee of an express trust);

             (2)  to reimburse, indemnify and hold harmless, from amounts on
                  deposit in the Collection Account or otherwise from the
                  proceeds of the Collateral, in accordance with Section 3.02(b)
                  hereof, the Indenture Trustee, and any director, officer,
                  employee, agent, Affiliate or Control Person of the Indenture
                  Trustee for any loss, liability, expense or disbursements
                  (including without limitation costs and expenses of
                  litigation, and of investigation, reasonable counsel fees,
                  damages, judgments and amounts paid in settlement) incurred in
                  connection with any act (including any actions taken by the
                  Indenture Trustee or its agents pursuant to Article V) or
                  omission on the part of the Indenture Trustee with respect to
                  this Indenture, the Collateral or the Notes (other than any
                  loss, liability or expense incurred by reason



                                      -46-
<PAGE>

                  of willful misfeasance, bad faith or negligence in the
                  performance of duties, or as may arise from a breach of any
                  representation or warranty of the Indenture Trustee set forth
                  herein). The foregoing indemnification shall survive the
                  termination of this Indenture.

         With respect to any third party claim in which the Indenture Trustee is
not adverse to the Issuer, the Certificate Insurer, or the Noteholders:

                  (i) the Indenture Trustee shall give the Issuer, the
             Certificate Insurer and the Noteholders written notice thereof
             promptly after the Indenture Trustee shall have knowledge thereof;

                  (ii) while maintaining control over its own defense, the
             Indenture Trustee shall cooperate and consult fully with the Issuer
             and the Certificate Insurer or, if a Certificate Insurer Default is
             then continuing, the Noteholders in preparing such defense; and

                  (iii) notwithstanding the foregoing provisions of this Section
             6.04(a), so long as no Default or Event of Default is occurring,
             the Indenture Trustee shall not be entitled to reimbursement out of
             the Lockbox Account for settlement of any such claim by the
             Indenture Trustee entered into without the prior consent of the
             Issuer and the Certificate Insurer or, if a Certificate Insurer
             Default is then continuing, Holders representing a majority of the
             Note Principal Balance of the Outstanding Notes.

         The Indenture Trustee agrees to fully perform its duties under this
Indenture notwithstanding any failure on the part of the Issuer to make any
payments, reimbursements or indemnifications to the Indenture Trustee pursuant
to this Section 6.04(a); provided, however, that (subject to Sections 6.04(b)
and 6.04(c)) nothing in this Section 6.04 shall be construed to limit the
exercise by the Indenture Trustee of any right or remedy permitted under this
Indenture in the event of the Issuer's failure to pay any sums due the Indenture
Trustee pursuant to this Section 6.04.

         (b) The obligations of the Issuer set forth in Section 6.04(a) are
nonrecourse obligations solely of the Issuer and will be payable only from
amounts on deposit in the Collection Account or otherwise from the proceeds of
the Collateral with respect to the Notes. The Indenture Trustee hereby agrees
that it has no rights or claims against the Issuer directly and shall only look
to the Collateral to satisfy the Issuer's obligations under Section 6.04(a). The
Indenture Trustee also hereby agrees not to file or join in filing any petition
in bankruptcy or commence any similar proceeding in respect of the Issuer.

         (c) Upon the occurrence of an Event of Default resulting in an
acceleration of maturity of the Notes, the Indenture Trustee shall have, as
security for the performance by the Issuer of its obligations under this Section
6.04, a lien ranking senior to the lien of the Notes upon all property and funds
held or collected as part of the Collateral. The Indenture Trustee shall not
institute any proceeding seeking the enforcement of such lien against the
Collateral unless such proceeding is in connection with a proceeding in
accordance with Article V hereof for enforcement of the lien of this Indenture
for the benefit of the Noteholders after the occurrence of an Event of Default
and a resulting declaration of acceleration of maturity of such Notes that has
not been rescinded and annulled.



                                      -47-
<PAGE>

         Section 6.05. Corporate Indenture Trustee Required; Eligibility.

         The Issuer hereby agrees, for the benefit of the Noteholders and the
Certificate Insurer, that there shall at all times be an Indenture Trustee
hereunder which shall be a bank (within the meaning of Section 2(a)(5) of the
1940 Act) organized and doing business under the laws of the United States or
any State thereof, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, and
subject to supervision or examination by Federal or State authority, and is
otherwise acceptable to the Certificate Insurer or, if a Certificate Insurer
Default is then continuing, Holders representing a majority of the Note
Principal Balance of the Outstanding Notes. If such bank publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such bank shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The Indenture Trustee shall at all times meet the requirements of
Section 26(a)(1) of the 1940 Act and shall in no event be an Affiliate of the
Issuer or an Affiliate of any Person involved in the organization or operation
of the Issuer or be directly or indirectly controlled by the Issuer. If at any
time a Responsible Officer of the Indenture Trustee becomes aware that the
Indenture Trustee has ceased to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 6.06. Authorization of Indenture Trustee.

         The Indenture Trustee represents and warrants as to itself: that it is
duly authorized under applicable Federal law and the law of the state of its
organization, its charter and its by-laws to execute and deliver this Indenture,
and to perform its obligations hereunder, including, without limitation, that it
is duly authorized to accept the Grant to it for the benefit of the Noteholders
of the Collateral and is authorized to authenticate the Notes, and that all
corporate action necessary or required therefor has been duly and effectively
taken or obtained and all federal and state governmental consents and approvals
required with respect thereto have been obtained.

         Section 6.07. Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation, bank, trust company or association into which the
Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation, bank, trust company or association
succeeding to all or substantially all the corporate trust business of the
Indenture Trustee, shall be the successor of the Indenture Trustee hereunder,
provided such corporation, bank, trust company or association shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

         Section 6.08. Resignation and Removal; Appointment of Successor.

         (a) No removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee pursuant to this Article shall become effective
until (i) the acceptance of appointment by the successor Indenture Trustee in
accordance with the applicable requirements of Section 6.09 and the acceptance
by appointment of a successor Grantor Trust Trustee in accordance with the
applicable requirements of the Grantor Trust Agreement and (ii) repayment to the
predecessor Indenture Trustee of all unpaid fees and expenses. No resignation of
the Indenture Trustee and no appointment of a successor Indenture Trustee
pursuant to this article shall become effective until the acceptance of
appointment by the successor Indenture Trustee in accordance with the applicable
requirements of Section 6.09. Promptly upon such resignation, the predecessor
Indenture Trustee shall be reimbursed for all unpaid fees and expenses.



                                      -48-
<PAGE>

         (b) The Indenture Trustee and the Grantor Trust Trustee, acting
jointly, may resign at any time by giving written notice thereof to the Issuer,
the Noteholders and the Certificate Insurer. If the respective instruments of
acceptance by a successor Indenture Trustee required by Section 6.09 and Grantor
Trust Trustee required by the Grantor Trust Agreement shall not have been
delivered to each such party within 30 days after the giving of such notice of
resignation, the resigning Indenture Trustee and Grantor Trust Trustee may
petition any court of competent jurisdiction for the appointment of its
successor.

         (c) The Indenture Trustee may be removed at any time by the Certificate
Insurer or, if a Certificate Insurer Default is then continuing, Holders
representing a majority of the Note Principal Balance of the Outstanding Notes,
and any costs associated with such removal shall be borne by the Issuer if such
removal is without cause.

         (d) If at any time:

               (i) the Indenture Trustee shall cease to be eligible under
         Section 6.05 or the Grantor Trust Trustee shall cease to be eligible
         under the Grantor Trust Agreement, or the representations of the
         Indenture Trustee in Section 6.06 or the representations of the Grantor
         Trust Trustee in the Grantor Trust Agreement shall prove to be untrue
         in any material respect, and the Indenture Trustee or the Grantor Trust
         Trustee shall fail to resign after written request therefor by the
         Issuer or Noteholders of 10% of the aggregate Note Principal Balance of
         the Outstanding Notes; or

               (ii) the Indenture Trustee or the Grantor Trust Trustee shall
         become incapable of acting or shall be adjudged a bankrupt or insolvent
         or a receiver of the Indenture Trustee or the Grantor Trust Trustee or
         their property shall be appointed or any public officer shall take
         charge or control of the Indenture Trustee or the Grantor Trust Trustee
         or its property or affairs for the purpose of rehabilitation,
         conservation or liquidation;

then, in any such case, (i) the Certificate Insurer or, if a Certificate Insurer
Default is then continuing, Holders representing a majority of the Note
Principal Balance of the Outstanding Notes, may remove both the Indenture
Trustee and the Grantor Trust Trustee or (ii) subject to Section 5.12, any
Noteholder may, on its own behalf and on behalf of all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the Grantor Trust Trustee and the appointment of a
successor Indenture Trustee and the Grantor Trust Trustee.

         (e) If the Indenture Trustee or the Grantor Trust Trustee shall resign,
be removed or become incapable of acting, or if a vacancy shall occur in the
office of Indenture Trustee or the Grantor Trust Trustee for any cause, the
Issuer (with the consent of the Certificate Insurer, unless a Certificate
Insurer Default is then continuing) shall promptly remove both the Indenture
Trustee and the Grantor Trust Trustee and appoint a successor Indenture Trustee
and the Grantor Trust Trustee who shall comply with the applicable requirements
of Section 6.09.

         If, within 30 days after such resignation, removal or incapacity, or
the occurrence of such vacancy, no successor Indenture Trustee and the Grantor
Trust Trustee shall have been so appointed and accepted appointment in the
manner required by Section 6.09, the resigning Indenture Trustee and the Grantor
Trust Trustee may, on each of its own behalf and on behalf of all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.



                                      -49-
<PAGE>

         (f) The Issuer shall give notice of any resignation or removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee and the
Grantor Trust Trustee by giving notice of such event to the Certificate Insurer
and the Noteholders. Each notice shall include the names of the successor
Indenture Trustee and the Grantor Trust Trustee and the addresses of their
Corporate Trust Office.

         Section 6.09. Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Indenture Trustee,
the successor Indenture Trustee and Grantor Trust Trustee so appointed shall
execute, acknowledge and deliver to the Issuer, the Certificate Insurer and to
the retiring Indenture Trustee and Grantor Trust Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Indenture Trustee and Grantor Trust Trustee shall become effective and such
successor Indenture Trustee and Grantor Trust Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Indenture Trustee and Grantor Trust Trustee; but, on the
request of the Issuer, the Certificate Insurer or the successor Indenture
Trustee and Grantor Trust Trustee, such retiring Indenture Trustee and Grantor
Trust Trustee shall, upon payment of each of its fees, execute and deliver an
instrument transferring to such successor Indenture Trustee and Grantor Trust
Trustee all the rights, powers and trusts of the retiring Indenture Trustee and
Grantor Trust Trustee, shall duly assign, transfer and deliver to such successor
Indenture Trustee and Grantor Trust Trustee all property and money held by such
retiring Indenture Trustee and Grantor Trust Trustee hereunder, shall take such
action as may be requested by the Issuer or the Certificate Insurer to provide
for the appropriate interest in the Collateral to be vested in such successor
Indenture Trustee, but shall not be responsible for the recording of such
documents and instruments as may be necessary to give effect to the foregoing.

         Upon request of any such successor Indenture Trustee, the Issuer or the
Certificate Insurer shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Indenture Trustee all such
rights, powers and trusts referred to in this Section.

         No successor Indenture Trustee shall accept its appointment unless at
the time of such acceptance such successor Indenture Trustee (i) shall be
qualified and eligible under this Article and (ii) is acceptable to the
Certificate Insurer or, if a Certificate Insurer Default is then continuing,
Holders representing a majority of the Note Principal Balance of the Outstanding
Notes.

         Section 6.10. Unclaimed Funds.

         The Indenture Trustee is required to hold any payments received by it
with respect to the Notes that are not paid to the Noteholders in trust for the
Noteholders. Notwithstanding the foregoing, and subject to applicable abandoned
property law, at the expiration of two years following the Final Payment Date
for the Notes, any monies set aside in accordance with Section 2.10(b) for
payment of principal, interest and other amounts on such Notes remain unclaimed
by any lawful owner thereof, such unclaimed funds and, to the extent required by
applicable law, any accrued interest thereon shall be remitted to the Issuer to
be held in trust by the Issuer for the benefit of the applicable Noteholder
until distributed in accordance with applicable law, and all liability of the
Indenture Trustee with respect to such money shall thereupon cease; provided,
that the Indenture Trustee, before being required to make any such repayment,
may, at the expense of the applicable Noteholder, payable out of such unclaimed
funds, to the extent permitted by applicable law, and otherwise at the expense
of the Issuer, cause to be published at least once but not more than three times
in two newspapers in the English language customarily published on each Business
Day and of general circulation, in New York, New York, a notice to the effect
that such monies remain unclaimed and have not



                                      -50-
<PAGE>

been applied for the purpose for which they were deposited, and that after a
date specified therein, which shall be not less than 30 days after the date of
first publication of said notice, any unclaimed balance of such monies then
remaining in the hands of the Indenture Trustee will be paid to the Issuer upon
their written directions to be held in trust for the benefit of the applicable
Noteholder until distributed in accordance with applicable law. Any successor to
the Issuer through merger, consolidation or otherwise or any recipient of
substantially all the assets of the Issuer in a liquidation of the Issuer shall
remain liable for the amount of any unclaimed balance paid to the Issuer
pursuant to this Section 6.10.

         Section 6.11. Illegal Acts.

         No provision of this Indenture or any amendment or supplement hereto
shall be deemed to impose any duty or obligation on the Indenture Trustee to do
any act in the performance of its duties hereunder or to exercise any right,
power, duty or obligation conferred or imposed on it, which under any present or
future law shall be unlawful, or which shall be beyond the corporate powers,
authorization or qualification of the Indenture Trustee.

         Section 6.12. Communications by the Indenture Trustee.

         The Indenture Trustee shall send to the Issuer, within one Business Day
after the Stated Maturity thereof, if any principal of or interest on such Notes
due and payable hereunder is not paid, a written demand for payment thereof.

         Section 6.13. Separate Indenture Trustees and Co-Trustees.

         (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting legal requirements applicable to it in the
performance of its duties hereunder, the Indenture Trustee shall have the power
to, and shall execute and deliver all instruments to, appoint one or more
Persons to act as separate trustees or co-trustees hereunder, jointly with the
Indenture Trustee, of any of the Collateral subject to this Indenture, and any
such Persons shall be such separate trustee or co-trustee, with such powers and
duties consistent with this Indenture as shall be specified in the instrument
appointing such Person but without thereby releasing the Indenture Trustee from
any of its duties hereunder. If the Indenture Trustee shall request the Issuer
to do so, the Issuer shall join with the Indenture Trustee in the execution of
such instrument, but the Indenture Trustee shall have the power to make such
appointment without making such request. A separate trustee or co-trustee
appointed pursuant to this Section 6.13 need not meet the eligibility
requirements of Section 6.05.

         (b) Every separate trustee and co-trustee shall, to the extent not
prohibited by law, be subject to the following terms and conditions:

               (i) the rights, powers, duties and obligations conferred or
         imposed upon such separate or co-trustee shall be conferred or imposed
         upon and exercised or performed by the Indenture Trustee and such
         separate or co-trustee jointly, as shall be provided in the appointing
         instrument, except to the extent that under any law of any jurisdiction
         in which any particular act is to be performed any nonresident trustee
         shall be incompetent or unqualified to perform such act, in which event
         such rights, powers, duties and obligations shall be exercised and
         performed by such separate trustee or co-trustee;



                                      -51-
<PAGE>

               (ii) all powers, duties, obligations and rights conferred upon
         the Indenture Trustee, in respect of the custody of all cash deposited
         hereunder shall be exercised solely by the Indenture Trustee; and

               (iii) the Indenture Trustee may at any time by written instrument
         accept the resignation of or remove any such separate trustee or
         co-trustee, and, upon the request of the Indenture Trustee, the Issuer
         shall join with the Indenture Trustee in the execution, delivery and
         performance of all instruments and agreements necessary or proper to
         make effective such resignation or removal, but the Indenture Trustee
         shall have the power to accept such resignation or to make such removal
         without making such request. A successor to a separate trustee or
         co-trustee so resigning or removed may be appointed in the manner
         otherwise provided herein.

         (c) Such separate trustee or co-trustee, upon acceptance of such trust,
shall be vested with the estates or property specified in such instrument,
jointly with the Indenture Trustee, and the Indenture Trustee shall take such
action as may be necessary to provide for (i) the appropriate interest in the
Collateral to be vested in such separate trustee or co-trustee, (ii) the
execution and delivery of any transfer documentation or Note powers that may be
necessary to give effect to transfer of the Collateral to the co-trustee. Any
separate trustee or co-trustee may, at any time, by written instrument
constitute the Indenture Trustee, its agent or attorney in fact with full power
and authority, to the extent permitted by law, to do all acts and things and
exercise all discretion authorized or permitted by it, for and on behalf of it
and in its name. If any separate trustee or co-trustee shall be dissolved,
become incapable of acting, resign, be removed or die, all the estates,
property, rights, powers, trusts, duties and obligations of said separate
trustee or co-trustee, so far as permitted by law, shall vest in and be
exercised by the Indenture Trustee, without the appointment of a successor to
said separate trustee or co-trustee, until the appointment of a successor to
said separate trustee or co-trustee is necessary as provided in this Indenture.

         (d) Any notice, request or other writing, by or on behalf of any
Noteholder, delivered to the Indenture Trustee shall be deemed to have been
delivered to all separate trustees and co-trustees.

         (e) Although co-trustees may be jointly liable, no co-trustee or
separate trustee shall be severally liable by reason of any act or omission of
the Indenture Trustee or any other such trustee hereunder.

         Section 6.14. Execution of Security Documents.

         The Indenture Trustee is hereby authorized and directed to execute and
deliver, in its capacity as Indenture Trustee hereunder, the Property Management
Agreement, and such of the other Security Documents as by their terms
contemplate or call for the signature of the Indenture Trustee (and any
ancillary documents or instruments called for or contemplated by the terms
thereof to be executed by the Indenture Trustee). The execution and delivery
thereof by the Indenture Trustee shall not indicate or imply that the Indenture
Trustee has reviewed or evaluated, or that it is under any duty or
responsibility to review or evaluate, the terms or contents thereof (including
any evaluations on behalf of Noteholders with regard to the sufficiency,
validity, or enforceability thereof); and it is hereby expressly acknowledged
that the Indenture Trustee is under no such duty or responsibility.



                                      -52-
<PAGE>

                                   ARTICLE VII

                             REPORTS TO NOTEHOLDERS

         Section 7.01. Reports to Noteholders. The Indenture Trustee will
forward the monthly reports prepared by the Property Manager and delivered to
the Indenture Trustee, to the Grantor Trust Trustee who will, in accordance with
Section 3.06 of the Grantor Trust Agreement, make such reports, along with the
Statement to Certificateholders, available to each Certificateholder, the
Certificate Insurer, the Property Manager, and, if requested, any potential
investor in the Notes.

         Section 7.02. Access to Certain Information.

         (a) The Indenture Trustee shall afford to the Property Manager, the
Grantor Trust Trustee, the Certificate Insurer and any Holder or Holders of
Notes, and to any banking or insurance regulatory authority that may exercise
authority over any Noteholder, reasonable access to any documentation regarding
the Collateral within its control that may be required to be provided by this
Indenture or by applicable law. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at
the offices of the Indenture Trustee designated by it.

         (b) The Indenture Trustee shall maintain at its Corporate Trust Office
and shall deliver, upon request, to the Issuer, the Certificate Insurer and,
subject to the succeeding paragraph, any Noteholder or Person identified to the
Indenture Trustee as a prospective transferee of a Note or an interest therein
(at the reasonable written request), copies of the following items (to the
extent that such items have been delivered to the Indenture Trustee or the
Indenture Trustee can cause such items to be delivered to it without expense or
unreasonable burden): (i) this Indenture, the Property Management Agreement, the
Grantor Trust Agreement, the Environmental Indemnity, the Interest Rate Cap and
any amendments hereto or thereto; (ii) all reports prepared by, and all reports
delivered to, the Indenture Trustee, the Grantor Trust Trustee, the Master
Servicer, the Special Servicer or the Property Manager since the Closing Date;
(iii) all Officer's Certificates delivered by the Master Servicer, the Special
Servicer or the Property Manager since the Closing Date pursuant to the Property
Management Agreement and all Officer's Certificates delivered by the Issuer
since the Closing Date pursuant to this Indenture; (iv) all reports, statements,
certifications, notices or other documents caused to be delivered by the Master
Servicer, the Special Servicer or the Property Manager to the Indenture Trustee
since the Closing Date and (v) all modifications, waivers and amendments of the
terms of this Indenture and any other Security Documents entered into and
delivered to the Indenture Trustee. The Indenture Trustee shall make available
copies of any and all of the foregoing items upon written request of any party
set forth in the previous sentence. However, the Indenture Trustee shall be
permitted to require of such party the payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies as are requested by such
party.

             The Indenture Trustee will make available, upon reasonable advance
written notice and at the expense of the requesting party, copies of the above
items to any Noteholder and to prospective purchasers of Notes; provided, that,
as a condition to making such items available, the Indenture Trustee shall
require (a) in the case of Noteholders, a confirmation executed by the
requesting Person substantially in the form of Exhibit D-1 hereto generally to
the effect that such Person is a Noteholder, is requesting the information
solely for use in evaluating such Person's investment in the related Notes and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person and such
Person's prospective transferor substantially in the form of Exhibit D-2 hereto
generally to the effect that such Person is a prospective purchaser of Notes, is
requesting the information



                                      -53-
<PAGE>

solely for use in evaluating a possible investment in such Notes and will
otherwise keep such information confidential.

         (c) The Indenture Trustee shall not be liable for any dissemination of
information made in accordance with Section 7.02(a) or (b), nor for the accuracy
of any such information not prepared by the Indenture Trustee, nor for the
sufficiency of such information for any purpose.



                                      -54-
<PAGE>


                                  ARTICLE VIII

                 PROPERTY RELEASES, REDEMPTION AND SUBSTITUTION

         Section 8.01. Property Releases. Subject to the terms and conditions
set forth herein, the Issuer shall have the right, from time to time, on any
Payment Date, to obtain a release (a "Property Release") of a Property (a
"Released Property") from the lien of this Indenture and the related Security
Instrument in connection with (A) the repurchase or substitution of a Property
by USRPO in accordance with the Contribution Agreement (a "Seller Release"), (B)
the repurchase or substitution by the Property Manager of a Property leased
under a Delinquent Lease or a Defaulted Lease in accordance with the Property
Management Agreement (a "Property Manager Release"), (C) the purchase of a
Property by a Tenant under a Tenant Purchase Option (a "Tenant Release"), (D)
the sale of a property by the Issuer to a Person other than the Issuer or its
general partner in accordance with Section 8.03(b) (an "Issuer Release"), or (E)
the substitution of a Property by the Limited Partners in accordance with
Section 8.03(b) (a "Partner Release"). In the event that the Issuer seeks to
release a Property from the lien of this Indenture and the related Security
Instrument in connection with any of the foregoing, the Indenture Trustee shall
release such Property from the lien of this Indenture and the related Security
Instrument (and upon the Property Manager's written request and certification as
to the satisfaction of the requirements of this Section, the Indenture Trustee
shall execute and deliver to the Property Manager such instruments and other
documents, prepared by the Property Manager, as the Property Manager may request
in order to effectuate such Property Release), but only upon receipt by the
Indenture Trustee of the following:

         (a) At least fifteen (15) days but no more than ninety (90) days prior
to the Payment Date on which the Issuer is requesting such Property Release, a
written notice of the Issuer in the form attached hereto as Exhibit E (a
"Request for Release"), which includes an Officer's Certificate of the Issuer
certifying that the requirements set forth in Sections 8.01(f) through (j) shall
be true after giving effect to such transfer and on which the Indenture Trustee
may conclusively rely;

         (b) At least five (5) Business Days prior to such Property Release
notice of prepayment with respect to any Release Amount applicable to the
related Released Property;

         (c) A wire transfer into the Collection Account of immediately
available federal funds in an amount equal to the sum of any Release Amount and
any other amounts owing to the Indenture Trustee in connection with the Released
Property;

         (d) Such documents, certificates and assurances that the Indenture
Trustee shall reasonably request to evidence and confirm that such Property
Release complies with the provisions of this Section 8.01;

         (e) Payment of all of the Indenture Trustee's reasonable costs and
expenses, including reasonable counsel fees and disbursements incurred in
connection with the Property Release and the review and approval of the
documents and information required to be delivered in connection therewith
("Property Release Expenses");

         (f) With respect to (i) any Property Manager Release or Partner Release
that will result in the aggregate Appraised Value of all Properties released in
connection with substitutions by the Property Manager and the Limited Partners
since the Closing Date exceeding 10% of the initial Total Appraised Value of the
Properties or (ii) any Seller Release in connection with the substitution of a
Defective Property in accordance with the Contribution Agreement, the written
consent of the Certificate Insurer to such Property



                                      -55-
<PAGE>

Release, which consent is subject to the payment of $5,000 per substitution
request to the Certificate Insurer; provided, further, that prior to such
substitutions exceeding 10% of the initial Total Appraised Value of the
Properties, the Certificate Insurer shall have the right to audit any
substitutions by the Property Manager and the Limited Partners once every six
months to confirm that the substitutions made since the prior audit (if any)
satisfy the requirements of this Section 8.01. The cost of any such audit shall
be paid by the Property Manager or the Limited Partners as the case may be;

         (g) With respect to any Property Release in connection with the
substitution of a Substitute Property, (i) certification by the Property Manager
that the Substitute Property is a Qualified Substitute Property, and (ii) all
documentation necessary to create a valid and enforceable first priority lien on
the Substitute Property in favor of the Indenture Trustee, including, without
limitation, all of the documents constituting the related Lease File with
respect to such Substitute Property;

         (h) With respect to any Property Release in connection with a
substitution by the Property Manager or the Limited Partners, (i) confirmation
from S&P that the proposed substitution will not result in a downgrade,
qualification or withdrawal of the ratings then assigned to the Grantor Trust
Certificates (without regard to the MBIA Policy) and (ii) following 15 business
days notice to Moody's of a proposed substitution, no notice from Moody's that
such substitution will result in a downgrade, qualification or withdrawal of the
ratings then assigned to the Grantor Trust Certificates (without regard to the
MBIA Policy) if either (x) such proposed substitution would result in the
aggregate Appraised Value of all Released Properties for which substitutions
were made exceed 5% of the initial Total Appraised Value of the Properties or
(y) such proposed substitution would increase any of the highest five Tenant
concentrations above its concentration as of the Closing Date;

         (i) After giving effect to any such Property Release in connection with
a substitution by the Limited Partners or the Property Manager, the aggregate
Appraised Value of all Released Properties substituted for by either the Limited
Partners or the Property Manager does not exceed either (A) $50,908,712 since
the Closing Date or (B)(I) in the case of the Limited Partners $10,181,742 and
(II) in the case of the Property Manager $25,454,356, in each case during any 12
month period; and

         (j) After giving effect to any such Property Release related to an
Issuer Release in connection with a sale of a Property by the Issuer, the
Remaining Pool Criteria are satisfied and any Early Amortization Event does not
exist; provided that the aggregate Appraised Value of all such Released
Properties related to Issuer Releases in any 12 month period may not exceed 10%
of the Total Appraised Value of the Properties as of the Cut-off Date.

         Section 8.02. Redemption of the Notes.

         At any time following the Payment Date in August 2003, the Notes may be
redeemed by the Issuer in whole but not in part upon not less than five (5)
Business Days' prior irrevocable written notice to the Indenture Trustee
specifying the date of redemption, by paying the applicable Redemption Price,
together with any costs and expenses relating to such redemption including any
fee payable upon redemption to the Certificate Insurer pursuant to the Premium
Letter.



                                      -56-
<PAGE>

         Section 8.03. Sale by Issuer or Substitution by the Limited Partners.

         Subject to the satisfaction of the applicable conditions set forth in
Section 8.01, (a) the Issuer shall have the right at any time prior to the
termination of this Indenture to cause to be released from the lien of this
Indenture any Property in connection with the sale or transfer of such Property
to a Person other than the Issuer or its general partner by payment of an amount
equal to the Release Price of any such Property, and (b) the Limited Partners
shall have the right at any time prior to the termination of this Indenture to
substitute a Qualified Substitute Property for any Property, provided that no
Event of Default under this Indenture, the Security Instrument or any other
Security Document has occurred and is continuing. The Issuer or Limited
Partners, as applicable, shall provide the Issuer, the Indenture Trustee and the
Certificate Insurer with written notice of their intent to sell or substitute
any such Property at least 15 days but no more than ninety (90) days prior to
the Payment Date on which the Issuer or Limited Partners, as applicable, shall
sell or substitute such Property. On or prior to the dates specified in Section
8.01, the Issuer or the Limited Partners, as applicable, shall deliver to the
Indenture Trustee all documents required to be delivered to the Indenture
Trustee under Section 8.01 with respect to such sale or substitution and shall
pay to the Indenture Trustee by wire transfer of immediately available funds all
amounts required to be paid in connection with such purchase or substitution,
including, without limitation, the Release Amount, if applicable, and the
related Property Release Expenses. Any Released Property conveyed by the Issuer,
including to the Limited Partners, hereunder shall be conveyed without recourse,
representation or warranty of any kind.

                                   ARTICLE IX

                       SUPPLEMENTAL INDENTURES; AMENDMENTS

         Section 9.01. Supplemental Indentures or Amendments Without Consent of
Noteholders.

         Without the consent of the Noteholders but with the consent of the
Certificate Insurer, unless a Certificate Insurer Default is then continuing,
the Issuer and the Indenture Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, or one or more amendments
hereto or to the Notes, the Property Management Agreement, the Contribution
Agreement or any other Security Document, for any of the following purposes:

               (1) to convey, transfer, assign, mortgage or pledge any property
         to the Indenture Trustee so long as the interests of the Noteholders
         would not be adversely affected;

               (2) to correct any manifestly incorrect description, or amplify
         the description, of any property subject to the lien of this Indenture;

               (3) to modify the Indenture, the Property Management Agreement,
         the Contribution Agreement or any other Security Document so long as
         the interests of the Noteholders would not be adversely affected;

               (4) to add to the covenants of the Issuer or any other Person for
         the benefit of the Noteholders or to surrender any right or power
         herein or therein conferred upon the Issuer;



                                      -57-
<PAGE>

               (5) to add any additional events of default hereunder or under
         the Property Management Agreement or any other Security Document,
         provided such action shall not adversely affect the interests of the
         Noteholders;

               (6) to evidence and provide for the acceptance of appointment by
         a successor Indenture Trustee, the Grantor Trust Trustee, Master
         Servicer, Back-up Servicer, Special Servicer or Property Manager; or

               (7) to correct any typographical error or cure any ambiguity, or
         to cure, correct or supplement any defective or inconsistent provision
         herein or in the Notes, the Property Management Agreement, the
         Contribution Agreement or any other Security Document provided such
         action shall not adversely affect the interests of the Noteholders.

         No such supplemental indenture or amendment shall be effective unless
(i) the Issuer obtains a Tax Opinion and an Opinion of Counsel to the effect
that such supplemental indenture or amendment would not cause any of the Notes
to be characterized other than as indebtedness for federal income tax purposes
or cause any of the Notes to be deemed to have been exchanged for a new debt
instrument pursuant to Treasury Regulation Section 1.001-3, and furnished each
such Opinion of Counsel to the Indenture Trustee in connection therewith and
(ii) the party requesting such supplemental indenture or amendment furnishes to
the Indenture Trustee and the Issuer an opinion of counsel that, where required
above, such action will not adversely affect the interests of Noteholders.

         Section 9.02. Supplemental Indentures With Consent of Noteholders.

         With the consent of the Noteholders of not less than 66 2/3% in
aggregate Note Principal Balance of the Outstanding Notes and with the consent
of the Certificate Insurer, unless a Certificate Insurer Default is then
continuing, the Issuer and the Indenture Trustee may enter into one or more
indentures supplemental hereto, or one or more amendments hereto or to the
Notes, the Contribution Agreement or the Property Management Agreement, for the
purpose of adding any provisions hereto or thereto, changing in any manner or
eliminating any of the provisions hereof or thereof or modifying in any manner
the rights of the Noteholders hereunder or thereunder; provided that no such
supplemental indenture or amendment shall be effective unless the Issuer obtains
a Tax Opinion and obtain an Opinion of Counsel to the effect that such
supplemental indenture or amendment would not cause any of the Notes to be
characterized other than as indebtedness for federal income tax purposes or
cause any of the Notes to be deemed to have been exchanged for a new debt
instrument pursuant to Treasury Regulation 1.001-3 and, furnish each such
Opinion of Counsel to the Indenture Trustee in connection therewith; and
provided, further, that no such supplemental indenture or amendment shall,
without the consent of the Noteholders of 100% in aggregate Note Principal
Balance of the Outstanding Notes affected thereby,

               (1) change the Stated Maturity or the Payment Date of any
         principal, interest or other amount on any Note, or reduce the Note
         Principal Balance thereof or the Note Interest Rate thereon, or
         authorize the Indenture Trustee to agree to delay the timing of, or
         reduce the payments to be made on or in respect of, the Notes, or
         change the coin or currency in which the principal of any Note or
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof;

               (2) reduce the percentage of the then aggregate Note Principal
         Balance of the Outstanding Notes, the consent of whose Noteholders is
         required for any such supplemental



                                      -58-
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         indenture or amendment, or the consent of whose Noteholders is required
         for any waiver of defaults hereunder and their consequences provided
         for in this Indenture, or for any other reason under this Indenture
         (including for actions taken by the Indenture Trustee pursuant to
         Section 6.01(a) hereof);

               (3) change any obligation of the Issuer to maintain an office or
         agency in the places and for the purposes specified in Section 10.01;

               (4) except as otherwise expressly provided in this Indenture,
         deprive any Noteholder of the benefit of a first priority security
         interest in the Collateral as provided in this Indenture;

               (5) modify Section 2.10; or

               (6) release from the lien of the Indenture (except as
         specifically permitted hereby on the date of execution hereof) all or
         any part of the Collateral.

         It shall not be necessary for the consent of the Noteholders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

         Section 9.03. Delivery of Supplements and Amendments.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture or amendment pursuant to the provisions hereof, the
Indenture Trustee, at the expense of the Issuer payable from amounts on deposit
in the Collection Account or otherwise out of the proceeds of Collateral
pursuant to Section 6.04, shall furnish a notice setting forth in general terms
the substance of such supplemental indenture or amendment to each Noteholder at
the address for such Noteholder set forth in the Note Register.

         Section 9.04. Execution of Supplemental Indentures, etc.

         In executing, or accepting the additional trusts created by, any
supplemental indenture or amendment permitted by this Article or in accepting
the modifications thereby of the trusts created by this Indenture or in giving
any consent to any modification of any Note under Section 6.01(a) hereunder, the
Indenture Trustee shall be entitled to receive, at the Issuer's expense payable
from amounts on deposit in the Collection Account or otherwise out of the
proceeds of Collateral pursuant to Section 6.04, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture, amendment or modification is authorized or permitted by
this Indenture. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture or amendment or consent to any such
modification which affects the Indenture Trustee's own rights, duties or
immunities under this Indenture or otherwise.



                                      -59-
<PAGE>

                                    ARTICLE X

                              COVENANTS; WARRANTIES

         Section 10.01. Maintenance of Office or Agency.

         The Issuer shall maintain or cause to be maintained an office or agency
in the continental United States where notices and demands to or upon the Issuer
in respect of the Notes and this Indenture may be served. The Issuer shall give
prompt written notice to the Indenture Trustee, the Certificate Insurer and the
Noteholders of the location, and any change in the location, of such office or
agency.

         Section 10.02. Existence.

         Subject to Section 10.08, the Issuer will keep in full effect its
existence, rights and franchises under the laws of its jurisdiction of
organization.

         Section 10.03. Payment of Taxes and Other Claims.

         The Issuer shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Issuer or upon the income, profits or
property of the Issuer, or shown to be due on the tax returns filed by the
Issuer, except any such taxes, assessments, governmental charges or claims which
the Issuer is in good faith contesting in appropriate proceedings and with
respect to which reserves are established if required in accordance with GAAP,
provided, that such failure to pay or discharge will not cause a forfeiture of,
or a lien to encumber, any property included in the Collateral. The Indenture
Trustee is authorized upon direction from the Property Manager to pay out of the
Collection Account, prior to making any other payments, any such taxes,
assessments, governmental charges or claims which, if not paid, would cause a
forfeiture of, or a lien to encumber, any property included in the Collateral.

         Section 10.04. Validity of the Notes; Title to the Collateral; Lien.

         (a) The Issuer represents and warrants that the Issuer is duly
authorized under applicable law to create and issue the Notes, and the Issuer
represents and warrants that it is duly authorized under applicable law to
execute and deliver this Indenture, the other documents referred to herein to
which it is a party and all instruments included in the Collateral which it has
executed and delivered, and that all corporate action and governmental consents,
authorizations and approvals necessary or required therefor have been duly and
effectively taken or obtained. The Notes, when issued, will be, and this
Indenture and such other documents are, valid and legally binding obligations of
the Issuer and enforceable in accordance with their terms.

         (b) The Issuer represents and warrants that, immediately prior its
Grant of the Collateral provided for herein, it had good title to, and was the
sole owner of, each Property, free and clear of any pledge, lien, encumbrance or
security interest other than Permitted Exceptions.

         (c) The Issuer represents and warrants that, upon the issuance of the
Notes, the Indenture Trustee has a valid and enforceable first priority security
interest in the Collateral, subject only to Permitted Exceptions.



                                      -60-
<PAGE>

         (d) The Issuer represents and warrants that the Indenture is not
required to be qualified under the 1939 Act and that the Issuer is not required
to be registered as an "investment company" under the 1940 Act.

         (e) The Issuer represents and warrants that the execution, delivery and
performance of the Notes, the Indenture, the Property Management Agreement, the
Security Instruments and the other Security Documents, (i) are within the power
and authority of the Issuer; (ii) have been authorized by all requisite
organizational action; (iii) have received all necessary approvals and consents,
organizational, governmental or otherwise; (iv) will not violate, conflict with,
result in a breach of or constitute (with notice or lapse of time, or both) a
material default under any provision of law, any order or judgment of any court
or governmental authority, the partnership agreement of the Issuer, or any
indenture, agreement or other instrument to which the Issuer is a party or by
which it or any of its assets or the Properties are or may be bound or affected;
(v) will not result in the creation or imposition of any lien, charge or
encumbrance whatsoever upon any of its assets, except the lien and security
interest created by the Security Documents; and (vi) will not require any
authorization or license from, or any filing with, any governmental or other
body (except for the recordation of the Security Instruments in appropriate land
records in the State where the Properties are located and except for Uniform
Commercial Code filings relating to the security interest created hereby).

         (f) The Issuer represents and warrants that the Notes, the Indenture,
the Property Management Agreement, the Security Instruments and the other
Security Documents constitute the legal, valid and binding obligations of
Issuer.

         (g) The Issuer represents and warrants that there is no action, suit or
proceeding, judicial, administrative or otherwise (including any condemnation or
similar proceeding), pending or, to the best of the Issuer's knowledge,
threatened or contemplated against, or affecting, the Issuer, or any of the
Properties that in the case of any of the Properties could result in a judgment
of more than $25,000 with respect to any one such action, suit or proceeding or
$1,000,000 in the aggregate.

         (h) The Issuer represents and warrants that the Issuer is not a
"foreign person" within the meaning of Section 1445(f)(3) of the Internal
Revenue Code of 1986, as amended and the related Treasury Department
regulations, including temporary regulations.

         (i) The Issuer represents and warrants that (i) as of the date hereof
and throughout the term of the Notes, (x) the Issuer is not and will not be an
"employee benefit plan" as defined in Section 3(3) of ERISA, which is subject to
Title I of ERISA, and (y) the assets of the Issuer do not and will not
constitute "plan assets" of one or more such plans for purposes of Title I of
ERISA; and (ii) as of the date hereof and throughout the term of the Notes (x)
the Issuer is not and will not be a "governmental plan" within the meaning of
Section 3(3) of ERISA and (y) transactions by or with the Issuer are not and
will not be subject to state statutes applicable to the Issuer regulating
investments of and fiduciary obligations with respect to governmental plans.

         (j) The Issuer represents and warrants that (i) the Issuer is solvent,
and no bankruptcy, reorganization, insolvency or similar proceeding under any
state or federal law with respect to Issuer has been initiated, and (ii) the
Issuer has received reasonably equivalent value for the liens granted by the
Security Documents.



                                      -61-
<PAGE>

         (k) The Issuer represents and warrants that no petition in bankruptcy
has ever been filed by or against the Issuer, and the Issuer has never made any
assignment for the benefit of creditors or taken advantage of any insolvency act
or any act for the benefit of debtors.

         (l) The Issuer represents and warrants that the Issuer has filed all
federal, state, county, municipal, and city income and other tax returns
required to have been filed by it and has paid all taxes and related liabilities
which have become due pursuant to such returns or pursuant to any assessments
received by it. The Issuer does not know of any basis for any additional
assessment in respect of any such taxes and related liabilities for prior years.

         (m) The Issuer represents and warrants that all financing statements,
rent rolls, reports, certificates and other documents and information prepared
and submitted by the Issuer in connection with the Notes and, to the best of the
Issuer's knowledge, prepared and submitted by third parties on behalf of the
Issuer in connection with the Notes, are accurate, complete and correct in all
material respects. There has been no Material Adverse Effect in any condition,
fact, circumstance or event that would make any such information inaccurate,
incomplete or otherwise misleading.

         (n) The Issuer represents and warrants that no part of the proceeds of
the Notes will be used for the purpose of (i) purchasing or acquiring any
"margin stock" within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System or for any other purpose which would be inconsistent
with such Regulation U or any other Regulations of such Board of Governors, (ii)
financing the acquisition of any acquisition of mortgage backed securities,
(iii) purchasing or acquiring stock or other equity interest in any of the
Issuer's Affiliates, (iv) making any dividend payments in respect of the stock
or other equity interests of any of the Issuer's Affiliates, or (v) for any
purposes prohibited by Applicable Laws or by the terms and conditions of the
Security Instruments, the Notes, the Indenture, or the other Security Documents.

         Section 10.05. Protection of Collateral.

         The Issuer and, to the extent directed by the Property Manager or the
Certificate Insurer, the Indenture Trustee will from time to time execute and
deliver all such amendments and supplements hereto (subject to Sections 8.01 and
8.02) and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and will take such other action
necessary or advisable to:

         (a) Grant more effectively all or any portion of the Collateral
securing the Notes;

         (b) maintain or preserve the lien (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;

         (c) perfect, publish notice of, or protect the validity of any Grant
made or to be made by this Indenture;

         (d) enforce any of the Security Documents; or

         (e) preserve and defend title to the Collateral securing the Notes and
the rights of the Indenture Trustee, and of the Noteholders and the Certificate
Insurer, in the Collateral against the claims of all Persons and parties.



                                      -62-
<PAGE>

         The Issuer hereby designates the Indenture Trustee, its agent and
attorney-in-fact, to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 10.05; provided that, subject
to and consistent with Section 6.01, the Indenture Trustee will not be obligated
to prepare or file any such statements or instruments.

         Section 10.06. Negative Covenants.

         The Issuer shall not (except as otherwise permitted in the Security
Instruments):

         (a) sell, transfer, exchange or otherwise dispose of any of the assets
of the Collateral, except as expressly permitted by this Indenture;

         (b) dissolve or liquidate in whole or in part;

         (c) engage, directly or indirectly, in any business other than that
arising out of the issue of the Notes, and the actions contemplated or required
to be performed under this Indenture, the Grantor Trust Agreement, the Property
Management Agreement or any other Security Document;

         (d) incur, create or assume any indebtedness for borrowed money other
than the Notes;

         (e) make or permit to remain outstanding, any loan or advance to, or
own or acquire any stock or securities of, any Person other than the Notes and
any other instruments constituting part of the Collateral;

         (f) voluntarily file a petition for bankruptcy, reorganization,
assignment for the benefit of creditors or similar proceeding; or

         (g) permit transfers of the Properties to any Person except in
accordance with the Security Documents;

         Section 10.07. Statement as to Compliance.

         The Issuer shall deliver beginning in 2002 to the Indenture Trustee,
within 120 days after the end of each calendar year, Officer's Certificates of
the Issuer stating that, in the course of the performance by the officer
executing each such Officer's Certificate of such officer's present duties as an
officer of the Issuer, such officer would normally obtain knowledge or have made
due inquiry as to the existence of any condition or event which would constitute
an Event of Default after notice or lapse of time or both and that to the best
of the officer's knowledge, (a) the Issuer has fulfilled all of its obligations
under this Indenture in all material respects throughout such year, or, if there
has been a default in the fulfillment of any such obligation in any material
respect, specifying each such default known to such officer and the nature and
status thereof, and (b) no event has occurred and is continuing which is, or
after notice or lapse of time or both would become, an Event of Default, or, if
such an event has occurred and is continuing, specifying each such event known
to such officer and the nature and status thereof.



                                      -63-
<PAGE>

         Section 10.08. Cap Reserve and Environmental Reserve.

         (a) Upon the occurrence of a Cap Reserve Trigger, the Indenture Trustee
shall establish a segregated trust account (the "Cap Reserve Account") at its
Corporate Trust Office (or such other financial institution as necessary to
ensure that the Cap Reserve Account is at all times an Eligible Account) in its
name, as Indenture Trustee, bearing a designation clearly indicating that such
account and all funds deposited therein are held for the exclusive benefit of
the Noteholders and the Issuer. The Indenture Trustee shall deposit or cause to
be deposited in the Cap Reserve Account on each Payment Date the amount
distributed in respect of the Cap Reserve Amount pursuant to Section 3.02(b)
hereof. The Indenture Trustee shall have exclusive control and sole right of
withdrawal with respect to the Cap Reserve Account.

         If the Notes are not paid in full on or by the Payment Date in August
2006, the amount on deposit in the Cap Reserve Account will be used to purchase
a replacement Interest Rate Cap covering the period from the Stated Maturity to
and including the Rated Final Payment Date. Any replacement Interest Rate Cap
shall be entered into by the Issuer with the Cap Provider or such other
counterparty approved by the Certificate Insurer and as the Rating Agencies
confirm will not result in the downgrade, qualification or withdrawal of the
then-current rating of the Grantor Trust Certificates, shall have a notional
amount equal to the unpaid Note Principal Balance of the Notes then Outstanding
and shall provide for the payment of interest to the Indenture Trustee on the
same terms as the Interest Rate Cap. If the amount on deposit in the Cap Reserve
Account is not sufficient to purchase such replacement Interest Rate Cap, the
Indenture Trustee shall pay such shortfall as an Extraordinary Expense in
accordance with Section 3.02(b).

         (b) Upon the occurrence of an Environmental Reserve Trigger, the
Indenture Trustee shall establish a segregated trust account (the "Environmental
Reserve Account") at its Corporate Trust Office (or such other financial
institution as necessary to ensure that the Environmental Reserve Account is at
all times an Eligible Account) in its name, as Indenture Trustee, bearing a
designation clearly indicating that such account and all funds deposited therein
are held for the exclusive benefit of the Noteholders and the Issuer. The
Indenture Trustee shall deposit or cause to be deposited in the Environmental
Reserve Account on each Payment Date the amount distributed in respect of the
Environmental Reserve Amount pursuant to Section 3.02(b) hereof. The Indenture
Trustee shall have exclusive control and sole right of withdrawal with respect
to the Environmental Reserve Account.

         If the Notes are not paid in full on or by the Payment Date in August
2006, the Indenture Trustee shall apply the amount on deposit in the
Environmental Reserve Account to purchase an endorsement from the Environmental
Insurer extending the Environmental Policy until the Rated Final Payment Date.
If the amount on deposit in the Environmental Reserve Account is not sufficient
to purchase such endorsement, the Indenture Trustee shall pay such shortfall as
an Extraordinary Expense in accordance with Section 3.02(b).

         (c) Funds in the Cap Reserve Account and the Environmental Reserve
Account (collectively, the "Reserve Accounts") shall not be commingled with any
other monies. So long as no Event of Default is continuing, funds in the Reserve
Accounts shall be invested by the Indenture Trustee in Permitted Investments in
accordance with the prior written instructions of the Issuer. Any investment of
amounts on deposit in the Reserve Accounts in Permitted Investments shall mature
no later than one Business Day prior to the Payment Date in August 2006. Any
gain on such Permitted Investments shall be added to the Collection Account.
During the continuation of any Event of Default or in the absence of prior
written instruction regarding investment of amount on deposit in the Reserve
Accounts, such amounts in the Reserve Accounts shall remain uninvested.



                                      -64-
<PAGE>

         (d) Upon payment in full of all principal, interest and other amounts
due in respect of the Notes and this Indenture, the Indenture Trustee shall
release all amounts remaining in the Cap Reserve Account and the Environmental
Reserve Account to or at the direction of the Issuer.

         Section 10.09. Interest Rate Cap.

         Except as set forth in the immediately succeeding sentence, the Issuer
shall not amend the Interest Rate Cap. Notwithstanding the foregoing, if
Unscheduled Principal Distributions are received and there are no unpaid
Scheduled Principal Payments due and payable under Section 3.02(b)(iii), the
notional amount of the Interest Rate Cap may be reduced by an amount equal to
such Unscheduled Principal Distributions. Any payment by the Cap Provider to the
Issuer in consideration for any such unscheduled reduction in the notional
amount of the Interest Rate Cap shall not be part of the Available Amount, shall
not be considered to constitute a payment under the Interest Rate Cap for
purposes of calculating the Cashflow Coverage Ratio and shall be paid directly
to the Issuer (and not to the Collection Account) free and clear of the lien of
this Indenture; provided that in no event shall the notional amount of the
Interest Rate Cap be reduced below the then current Note Principal Balance of
the Outstanding Notes. The Issuer and the Indenture Trustee shall provide (or
cause to be provided) to the Cap Provider all notices required under the
Interest Rate Cap.



                                      -65-
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                                   ARTICLE XI

                             REAL ESTATE PROVISIONS

         Section 11.01. Insurance.

         (a) For each of the Properties subject to a Lease in effect as of the
date of this Indenture (including any Substitute Properties subject to a Lease
on the date of substitution), the Issuer shall obtain and maintain, or shall
cause the tenant under the Lease to obtain and maintain, for so long as such
Lease is in effect, (i) insurance for the Issuer and for the related Property in
accordance with the provisions of the Lease and (ii) such other insurance with
respect to the Property against loss or damage of the kinds from time to time
customarily insured against and in such amounts as are required by institutional
lenders for properties comparable to the Property.

         (b) For each new Lease entered into by the Issuer following the date of
this Indenture and for any Property not subject to a Lease (due to default,
termination or otherwise) at any time (provided, that this Section 11.01(b)
shall not apply to any Substitute Property subject to a Lease at the time of
substitution), the Issuer shall obtain and maintain, or cause to be maintained,
insurance for the Issuer and for each of the Properties providing at least the
following coverages:

               (i) Property Insurance. Insurance with respect to the
         Improvements and building equipment insuring against any peril now or
         hereafter included within the classification "All Risks of Physical
         Loss" in amounts at all times sufficient to prevent either the Issuer
         or the Indenture Trustee from becoming a co-insurer within the terms of
         the applicable policies and under applicable law, but in any event such
         insurance shall be maintained in an amount which, after application of
         deductible, shall be equal to the full insurable value of the
         Improvements and building equipment, the term "full insurable value" to
         mean the actual replacement cost of the Improvements and building
         equipment (without taking into account any depreciation, and exclusive
         of excavations, footings and foundations, landscaping and paving)
         determined annually by an insurer, a recognized independent insurance
         broker or an independent appraiser selected and paid by the Issuer and
         in no event less than the coverage required pursuant to the terms of
         any Lease;

               (ii) Liability Insurance. Comprehensive general liability
         insurance, including bodily injury, death and property damage
         liability, insurance against any and all claims, including all legal
         liability to the extent insurable and imposed upon the Indenture
         Trustee or the Noteholder and all court costs and attorneys' fees and
         expenses, arising out of or connected with the possession, use,
         leasing, operation, maintenance or condition of such Property,
         including "Dram Shop" or other liquor liability coverage if alcoholic
         beverages are sold from or may be consumed at the Property, in such
         amounts as are generally available at commercially reasonable premiums
         and are generally required by institutional lenders for properties
         comparable to such Property but in any event for a combined single
         limit of at least $2,000,000;

               (iii) Workers' Compensation Insurance. Statutory workers'
         compensation insurance with respect to any work on or about such
         Property;

               (iv) Business Interruption Insurance. Business interruption
         and/or loss of "rental income" insurance in an amount sufficient to
         avoid any co-insurance penalty and to provide proceeds which will cover
         a period of not less than six (6) months, from the date of casualty or
         loss, the term "rental



                                      -66-
<PAGE>

         income" to mean 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 the Issuer from third parties which are
         the legal obligation of the 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. Broad form boiler and
         machinery insurance (without exclusion for explosion) covering all
         boilers or other pressure vessels, machinery, and equipment located in,
         on or about such Property and insurance against loss of occupancy or
         use arising from any breakdown in such amounts as are generally
         required by institutional lenders for properties comparable to the
         Property;

               (vi) Flood Insurance. If any portion of the Improvements is
         located in an area identified by the Secretary of Housing and Urban
         Development or any successor thereto as an area having special flood
         hazards pursuant to the National Flood Insurance Act of 1968, The Flood
         Disaster Protection Act of 1973 or the National Flood Insurance Reform
         Act of 1994, as each may be amended (the "Flood Insurance Acts"), flood
         insurance in an amount at least equal to the maximum limit of coverage
         available for such Property under the Flood Insurance Acts;

               (vii) Builder's Risk Insurance. At all times during which
         structural construction, repairs or alterations are being made with
         respect to the Improvements (A) owner's contingent or protective
         liability insurance covering claims not covered by or under the terms
         or provisions of the above mentioned commercial general liability
         insurance policy; and (B) the insurance provided for in Subsection
         11.01(a)(i) written in a so-called builder's risk completed value form
         (1) on a non-reporting basis, (2) against all risks insured against
         pursuant to Subsection 11.01(a)(i), (3) including permission to occupy
         the Property, and (4) with an agreed amount endorsement waiving
         co-insurance provisions;

               (viii) Special Hazard Insurance. Earthquake and sinkhole
         insurance, hurricane and windstorm insurance, and mine subsidence
         insurance, if required, in amounts, form and substance satisfactory to
         the Property Manager, provided that any such insurance coverages shall
         be on terms consistent with the all risk insurance policy required
         pursuant to Subsection 11.1(a)(i) hereof; and

               (ix) Other Insurance. Such other insurance with respect to the
         Property against loss or damage of the kinds from time to time
         customarily insured against and in such amounts as are required by
         institutional lenders for properties comparable to the Property.

         (c) All insurance provided for in Subsection 11.01(b) hereof shall be
obtained under valid and enforceable policies (the "Policies" or in the
singular, the "Policy"), and shall be issued by either the insurers who insure
the Improvements on the date of this Indenture or one or more other domestic
primary insurer(s) having a general policy rating of A or better and a financial
class of VI or better by A.M. Best Company, Inc. (each such insurer shall be
referred to below as a "Qualified Insurer"). Each insurer providing insurance
required by this Indenture shall be authorized to issue insurance in the state
in which the Properties being insured by such insurer is located. The Policies
referred to in Subsection 11.01(b)(ii) above shall name the Indenture Trustee as
an additional named insured and the Policies referred to in Subsection
11.01(b)(i), (iv), (v), (vi) and (vii), and as applicable (viii), above shall
provide that all proceeds be payable to the Indenture Trustee. The Policies
referred to in Subsections 11.01(b)(i), (v), (vi) and (vii) shall also contain:
(i) a standard "non-contributory mortgagee" endorsement or its equivalent
relating, inter alia, to recovery by the Indenture



                                      -67-
<PAGE>

Trustee notwithstanding the negligent or willful acts or omission of the
Indenture Trustee; (ii) to the extent available at commercially reasonable
rates, a waiver of subrogation endorsement as to the Indenture Trustee; and
(iii) an endorsement providing for a deductible per loss of an amount not more
than that which is customarily maintained by prudent owners of similar
properties in the general vicinity of the Properties being insured, but in no
event in excess of $10,000. The Policies referred to in Subsection 11.01(b)(i)
above shall provide coverage for contingent liability from Operation of Building
Laws, Demolition Costs and Increased Cost of Construction Endorsements together
with an "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the
Improvements or the use of any Property shall at any time constitute legal
non-conforming structures or uses. The Policies referred to in Subsection
11.01(b)(ix) shall provide for coverage and shall contain provisions reasonably
satisfactory to the Indenture Trustee. All Policies shall contain (i) a
provision that such Policies shall not be canceled or terminated, nor shall they
expire, without at least thirty (30) days' prior written notice to the Indenture
Trustee and the Property Manager in each instance; and (ii) include effective
waivers by the insurer of all claims for Insurance Premiums (defined below)
against any loss payees, additional insureds and named insureds (other than the
Issuer). Certificates of insurance with respect to all renewal and replacement
Policies shall be delivered to the Indenture Trustee and the Property Manager
not less than twenty (20) days prior to the expiration date of any of the
Policies required to be maintained hereunder, which certificates shall bear
notations evidencing payment of applicable premiums (the "Insurance Premiums").
Originals or certificates of such replacement Policies shall be delivered to the
Indenture Trustee and the Property Manager promptly after the Issuer's receipt
thereof but in any case within thirty (30) days after the effective date
thereof. If the Issuer or the Property Manager fails to maintain and deliver to
the Indenture Trustee the original Policies or certificates of insurance
required by the related Security Instrument, upon ten (10) days' prior notice to
the Issuer, the Indenture Trustee or its agent may (or, at the direction of the
Certificate Insurer, shall) procure such insurance at the Issuer's sole cost and
expense.

         (d) The Issuer 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
Properties or cause or permit any condition to exist thereon which would be
prohibited by an insurance requirement, or would invalidate the insurance
coverage required hereunder to be maintained by the Issuer on or with respect to
any part of the Properties pursuant to this Section 11.01.

         Section 11.02. Restoration After Casualty / Condemnation. In the event
of a casualty or a taking by eminent domain of a Property subject to a Lease in
effect as of the date of this Indenture, for so long as such Lease is in effect,
the provisions of such Lease with respect to insurance proceeds and restoration
shall control. In the event of a casualty or a taking by eminent domain of each
other Property, the following provisions shall apply in connection with the
Restoration (defined below) of a Property:

               (1)  If the Property shall be damaged or destroyed, in whole or
                    in part, by fire or other casualty, or if the Property or
                    any portion thereof is taken by the power of eminent domain,
                    the Issuer shall give prompt notice of such damage or taking
                    to the Indenture Trustee and the Property Manager and shall
                    promptly commence and diligently prosecute the completion of
                    the repair and restoration of the Property as nearly as
                    possible to the condition the Property was in immediately
                    prior to such fire or other casualty or taking, with such
                    alterations as may be approved by the Property Manager (the
                    "Restoration").

               (2)  The term "Net Proceeds" for purposes of this Section 11.02
                    shall mean: (i) the net amount of all insurance proceeds
                    under the Policies carried pursuant to subsections



                                      -68-
<PAGE>

                    11.01(b)(i), (iv), (v), (vi), (vii) and (viii) of this
                    Indenture as a result of such damage or destruction, after
                    deduction of the Indenture Trustee's and the Property
                    Manager's reasonable costs and expenses (including, but not
                    limited to reasonable counsel fees), if any, in collecting
                    the same, or (ii) the net amount of all awards and payments
                    received by the Indenture Trustee with respect to a taking
                    referenced in Section 3.05 of the related Security
                    Instrument, after deduction of the Indenture Trustee's and
                    the Property Manager's reasonable costs and expenses
                    (including, but not limited to reasonable counsel fees), if
                    any, in collecting the same, whichever the case may be. If
                    (i) the Net Proceeds do not exceed $100,000 (the "Net
                    Proceeds Availability Threshold"); (ii) the costs of
                    completing the Restoration as reasonably estimated by the
                    Issuer shall be less than or equal to the Net Proceeds;
                    (iii) no Event of Default shall have occurred and be
                    continuing; (iv) the Property and the use thereof after the
                    Restoration will be in compliance with, and permitted under,
                    all applicable zoning laws, ordinances, rules and
                    regulations (including, without limitation, all applicable
                    Environmental Laws (defined in Section 11.11); (v) (A) in
                    the event that the Net Proceeds are insurance proceeds, less
                    than twenty-five percent (25%) of the total floor area of
                    the Improvements has been damaged or destroyed, or rendered
                    unusable as a result of such fire or other casualty; or (B)
                    in the event that the Net Proceeds are condemnation awards,
                    less than 25% of the Land constituting the Property is
                    taken, such Land that is taken is located along the
                    perimeter or periphery of the Property, no portion of the
                    Improvements is located in such Lands, and such taking does
                    not materially impair access to the Property; and (vi) the
                    Property Manager shall be satisfied that any operating
                    deficits, including all scheduled payments of principal and
                    interest under the Notes which will be incurred with respect
                    to the Property as a result of the occurrence of any such
                    fire or other casualty or taking, whichever the case may be,
                    will be covered out of (1) the Net Proceeds, or (2) other
                    funds of the Issuer, then the Net Proceeds will be disbursed
                    directly to the Issuer.

               (3)  If the Net Proceeds are greater than the Net Proceeds
                    Availability Threshold, such Net Proceeds shall be forthwith
                    paid to the Indenture Trustee to be held by the Indenture
                    Trustee in a segregated account to be made available to the
                    Issuer for the Restoration in accordance with the provisions
                    of this Subsection 11.02(3).

         The Net Proceeds held by the Indenture Trustee pursuant to Subsection
11.02(3) shall be made available to the Issuer for payment or reimbursement of
the Issuer's expenses in connection with the Restoration, subject to the
following conditions:

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

               (b) the Indenture Trustee, the Grantor Trust Trustee and the
         Certificate Insurer shall, within a reasonable period of time prior to
         request for initial disbursement, be furnished with an estimate of the
         cost of the Restoration accompanied by an independent architect's
         certification as to such costs and appropriate plans and specifications
         for the Restoration;

               (c) the Net Proceeds, together with any cash or cash equivalent
         deposited by the Issuer with the Indenture Trustee, are sufficient to
         cover the cost of the Restoration as such costs are certified by the
         independent architect;



                                      -69-
<PAGE>

               (d) (A) in the event that the Net Proceeds are insurance
         proceeds, less than fifty percent (50%) of the total floor area of the
         Improvements has been damaged or destroyed, or rendered unusable as a
         result of such fire or other casualty; or (B) in the event that the Net
         Proceeds are condemnation awards, less than 25% of the Land
         constituting the Property is taken, such Land that is taken is located
         along the perimeter or periphery of the Property, no portion of the
         Improvements is located in such Lands and such taking does not
         materially impair access to the Property;

               (e) the Property Manager shall be satisfied that any operating
         deficits, which will be incurred with respect to the Property as a
         result of the occurrence of any such fire or other casualty or taking,
         whichever the case may be, will be covered out of (1) the Net Proceeds,
         (2) rent payments by the tenant under the Lease, or (3) other funds of
         the Issuer;

               (f) the Property Manager shall be satisfied that, upon the
         completion of the Restoration, the net cash flow of the Property will
         be restored to a level sufficient to cover all carrying costs and
         operating expenses of the Property;

               (g) the Restoration can reasonably be completed on or before the
         earliest to occur of (A) the earliest date required for such completion
         under the terms of any Lease and (B) such time as may be required under
         applicable zoning law, ordinance, rule or regulation in order to repair
         and restore the Property to as nearly as possible the condition it was
         in immediately prior to such fire or other casualty or to such taking,
         as applicable;

               (h) the Property and the use thereof after the Restoration will
         be in compliance with, and permitted under, all applicable zoning laws,
         ordinances, rules and regulations (including, without limitation, all
         applicable Environmental Laws); and

               (i) each Lease in effect as of the date of the occurrence of such
         fire or other casualty and covering any portion of the Property shall
         remain in full force and effect during and after the completion of the
         Restoration without abatement of rent beyond the time required for
         Restoration.

               (4)  The Net Proceeds held by the Indenture Trustee until
                    disbursed in accordance with the provisions of this Section
                    11.02 shall constitute additional security for the
                    Obligations. The Net Proceeds shall be disbursed by the
                    Indenture Trustee to the Property Manager to be applied in
                    accordance with the provisions hereof. The Net Proceeds
                    other than the Net Proceeds paid under the Policy described
                    in Subsection 11.01(b)(iv) shall be disbursed by the
                    Property Manager to, or as directed by, the Tenant, in an
                    amount equal to the costs actually incurred from time to
                    time for work in place as part of the Restoration less
                    customary retainage from time to time during the course of
                    the Restoration, not more frequently than once per month,
                    upon receipt of evidence satisfactory to the Property
                    Manager that (A) all materials installed and work and labor
                    performed (except to the extent that they are to be paid for
                    out of the requested disbursement) in connection with the
                    Restoration have been paid for in full, and (B) there exist
                    no notices of pendency, stop orders, mechanic's or
                    materialman's liens or notices of intention to file same, or
                    any other liens or encumbrances of any nature whatsoever on
                    the Property arising out of the Restoration which have not
                    either been fully bonded and discharged of record or in the
                    alternative fully insured to the satisfaction of the
                    Property Manager by the title company insuring the lien of
                    this Security Instrument. The Net Proceeds paid under



                                      -70-
<PAGE>

                    the Policy described in Subsection 11.01(b)(iv) shall be
                    disbursed by the Property Manager to pay for debt service
                    under the Notes, to pay other expenses incurred by the
                    Issuer in connection with the ownership and operation of the
                    Property, and the remainder thereof, to, or as directed by,
                    the Issuer to pay for the cost of the Restoration in
                    accordance with this Section 11.02(4). Final payment shall
                    be made after submission to the Indenture Trustee of all
                    licenses, permits, certificates of occupancy and other
                    required approvals of governmental authorization having
                    jurisdiction and the certification of the Casualty
                    Consultant (defined below) that the Restoration has been
                    fully completed.

               (5)  the Property Manager shall have the use of the plans and
                    specifications and all permits, licenses and approvals
                    required or obtained in connection with the Restoration. The
                    identity of the contractors, subcontractors and materialmen
                    engaged in the Restoration, as well as the contracts under
                    which they have been engaged, shall be subject to prior
                    review and acceptance by the Property Manager, if necessary,
                    and an independent consulting engineer selected by the
                    Property Manager (the "Casualty Consultant"), such
                    acceptance not to be unreasonably withheld or delayed. All
                    costs and expenses incurred by the Property Manager in
                    connection with making the Net Proceeds available for the
                    Restoration including, without limitation, reasonable
                    counsel fees and disbursements and the Casualty Consultant's
                    fees, shall be paid by the Issuer.

               (6)  If at any time the Net Proceeds or the undisbursed balance
                    thereof shall not, in the reasonable opinion of the Property
                    Manager, be sufficient to pay in full the balance of the
                    costs which are estimated by the Casualty Consultant to be
                    incurred in connection with the completion of the
                    Restoration, the Tenant shall deposit the deficiency (the
                    "Net Proceeds Deficiency") with the Property Manager before
                    any further disbursement of the Net Proceeds shall be made.
                    The Net Proceeds Deficiency deposited with the Property
                    Manager shall be held by the Property Manager and shall be
                    disbursed for costs actually incurred in connection with the
                    Restoration on the same conditions applicable to the
                    disbursement of the Net Proceeds, and until so disbursed
                    pursuant to this Section 11.02 shall constitute additional
                    security for the Obligations.

               (7)  Except upon the occurrence and continuance of an Event of
                    Default, the Issuer shall settle any insurance claims with
                    respect to the Net Proceeds which in the aggregate are less
                    than the Net Proceeds Availability Threshold. The Property
                    Manager and the Issuer shall have the right to participate
                    in and reasonably approve any settlement for insurance
                    claims with respect to the Net Proceeds which in the
                    aggregate are greater than the Net Proceeds Availability
                    Threshold. If an Event of Default shall have occurred and be
                    continuing, the Issuer hereby irrevocably empowers the
                    Indenture Trustee, in the name of the Issuer as its true and
                    lawful attorney-in-fact, to file and prosecute such claim
                    and to collect and to make receipt for any such payment. If
                    the Net Proceeds are received by the Issuer, such Net
                    Proceeds shall, until the completion of the related work, be
                    held in trust for the Indenture Trustee and the Noteholder
                    and shall be segregated from other funds of the Issuer to be
                    used to pay for the cost of the Restoration in accordance
                    with the terms hereof.



                                      -71-
<PAGE>

               (8)  The excess, if any, of the Net Proceeds and the remaining
                    balance, if any, of the Net Proceeds Deficiency deposited
                    with the Property Manager after (i) the Casualty Consultant
                    certifies to the Indenture Trustee that the Restoration has
                    been completed in accordance with the provisions of this
                    Section 11.02, and (ii) the receipt by the Property Manager
                    of evidence satisfactory to the Indenture Trustee that all
                    costs incurred in connection with the Restoration have been
                    paid in full and all required permits, licenses,
                    certificates of occupancy and other required approvals of
                    governmental authorities having jurisdiction have been
                    issued, shall be remitted by the Property Manager to the
                    Issuer, provided no Event of Default shall have occurred and
                    shall be continuing.

               (9)  All Net Proceeds not required (i) to be made available for
                    the Restoration or (ii) to be returned to the Issuer as
                    excess Net Proceeds pursuant to Subsection 11.02(8) shall be
                    retained and applied by the Indenture Trustee toward the
                    payment of the Notes. If the Indenture Trustee shall receive
                    and retain Net Proceeds, the lien of the related Security
                    Instrument shall be reduced only by the amount received and
                    retained by the Indenture Trustee and actually applied by
                    the Indenture Trustee in reduction of the Notes.

         Section 11.03. Leases and Rents. The Issuer (or the Property Manager on
its behalf) (i) shall observe and perform all the obligations imposed upon the
lessor under the Leases and shall not do or permit to be done anything to impair
the value of any of the Leases as security for the Notes; (ii) shall promptly
send copies to the Indenture Trustee and the Certificate Insurer of all notices
of default which the Issuer shall send or receive thereunder; (iii) shall notify
the Indenture Trustee and the Certificate Insurer in writing of any material
change in the status of any tenancy at any Property, including, without
limitation, the vacating, surrender or going dark of any tenant, even if such
action is expressly permitted by the terms of such Tenant's Lease; (iv) shall
enforce all of the material terms, covenants and conditions contained in the
Leases upon the part of the Tenant thereunder to be observed or performed, (v)
shall not collect any of the Rents more than one (1) month in advance (except
security deposits shall not be deemed Rents collected in advance); (vi) shall
not execute any other assignment of the lessor's interest in any of the Leases
or the Rents; and (vii) with respect to any Lease that requires the lessor's
consent for assignment or subletting, shall not consent to any assignment of or
subletting except as provided in such Lease.

         Section 11.04. Compliance with Laws.

               (a) The Issuer shall promptly comply with, and cause Tenants to
         comply with, Applicable Laws.

               (b) The Issuer shall from time to time, upon the Indenture
         Trustee's reasonable request, provide the Indenture Trustee with
         evidence reasonably satisfactory to the Indenture Trustee that the
         Properties comply with all Applicable Laws or are exempt from
         compliance with Applicable Laws.

               (c) Notwithstanding any provisions set forth herein or in any
         document regarding the Indenture Trustee's approval of alterations of
         the Properties, the Issuer shall not alter any of the Properties in any
         manner which would materially increase the Issuer's responsibilities
         for compliance with Applicable Laws without the prior written approval
         of the Property Manager. The Directing



                                      -72-
<PAGE>

         Noteholder's approval of the plans, specifications, or working drawings
         for alterations of any Property shall create no responsibility or
         liability on behalf of the Property Manager for their completeness,
         design, sufficiency or their compliance with Applicable Laws. The
         foregoing shall apply to tenant improvements constructed by the Issuer
         or by any of its Tenants. The Property Manager may condition any such
         approval upon receipt of a certificate of compliance with Applicable
         Laws from an independent architect, engineer, or other person
         acceptable to the Property Manager.

               (d) The Issuer shall give prompt notice to the Indenture Trustee
         and the Property Manager of the receipt by the Issuer of any notice
         related to a violation of any Applicable Laws and of the commencement
         of any proceedings or investigations which relate to compliance with
         Applicable Laws.

         Section 11.05. Management.

         The Properties are operated under the terms and conditions of the
Property Management Agreement. The Issuer shall (i) diligently perform and
observe all of the terms, covenants and conditions of the Property Management
Agreement on the part of the Issuer to be performed and observed to the end that
all things shall be done which are necessary to keep unimpaired the rights of
the Issuer under the Property Management Agreement and (ii) promptly notify the
Indenture Trustee, the Grantor Trust Trustee, the Certificate Insurer and the
Property Manager of the giving of any notice to the Issuer of any default by the
Issuer in the performance or observance of any of the terms, covenants or
conditions of the Property Management Agreement on the part of the Issuer to be
performed and observed and deliver to the Indenture Trustee, the Grantor Trust
Trustee, the Certificate Insurer and the Property Manager a true copy of each
such notice. The Issuer shall not surrender the Property Management Agreement,
consent to the assignment by the Property Manager of its interest under the
Property Management Agreement, or terminate or cancel the Property Management
Agreement or materially modify, change, supplement, alter or amend the Property
Management Agreement, in any respect, either orally or in writing without the
consent of the Indenture Trustee and the Certificate Insurer. The Issuer hereby
assigns to the Indenture Trustee for the benefit of the Noteholders and the
Certificate Insurer as further security for the payment of the Notes and for the
performance and observance of the terms, covenants and conditions of the
Security Documents, all the rights, privileges and prerogatives of the Issuer to
surrender the Property Management Agreement or to terminate, cancel, modify,
change, supplement, alter or amend the Property Management Agreement in any
respect, and any such surrender of the Property Management Agreement or
termination, cancellation, modification, change, supplement, alteration or
amendment of the Property Management Agreement without the prior consent of the
Indenture Trustee and the Certificate Insurer shall be void and of no force and
effect. If the Issuer shall default in the performance or observance of any
material term, covenant or condition of the Property Management Agreement on the
part of the Issuer to be performed or observed, then, without limiting the
generality of the other provisions of this Indenture, and without waiving or
releasing the Issuer from any of its obligations hereunder, the Indenture
Trustee shall have the right, but shall be under no obligation, to pay any sums
and to perform any act or take any action as may be appropriate to cause all the
terms, covenants and conditions of the Property Management Agreement on the part
of the Issuer to be performed or observed to be promptly performed or observed
on behalf of the Issuer, to the end that the rights of the Issuer in, to and
under the Property Management Agreement shall be kept unimpaired and free from
default. The Indenture Trustee and any person designated by the Indenture
Trustee shall have, and are hereby granted, the right to enter upon any Property
at any time and from time to time for the purpose of taking any such action. If
the Property Manager under the Property Management Agreement shall deliver to
the Indenture Trustee a copy of any notice sent to the Issuer of default under
the Property Management Agreement, such notice shall constitute full protection
to the Indenture Trustee for any action taken or omitted to be taken by the
Indenture



                                      -73-
<PAGE>

Trustee in good faith, in reliance thereon. The Issuer shall notify the
Indenture Trustee, the Grantor Trust Trustee and the Certificate Insurer if the
Property Manager sub-contracts to a third party any or all of its management
responsibilities under the Property Management Agreement. The Issuer shall, from
time to time, use its best efforts to obtain from the Property Manager under the
Property Management Agreement such certificates of estoppel with respect to
compliance by the Issuer with the terms of the Property Management Agreement.

         Section 11.06. Property Use. The Issuer covenants and agrees that the
Properties shall be used only for general commercial uses, and for no other use.

         Section 11.07. ERISA.

         (a) The Issuer shall not engage in any transaction which would cause
any obligation, or action taken or to be taken, hereunder (or the exercise by
the Indenture Trustee or the Certificate Insurer of any of its rights under this
Indenture, the Security Instruments and the other Security Documents) to be a
non-exempt (under a statutory or administrative class exemption) prohibited
transaction under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

         (b) The Issuer further covenants and agrees to deliver to the Indenture
Trustee, the Grantor Trust Trustee and the Certificate Insurer such
certifications or other evidence from time to time throughout the term of the
Security Instrument, as requested by the Indenture Trustee or the Certificate
Insurer in its sole discretion, that (i) the Issuer is not an "employee benefit
plan" as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA,
or a "governmental plan" within the meaning of Section 3(32) of ERISA; (ii) the
Issuer is not subject to state statutes regulating investments and fiduciary
obligations with respect to governmental plans; and (iii) one or more of the
following circumstances is true:

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

                       (B) Less than 25 percent of each outstanding class of
               equity interests in the Issuer are held by "benefit plan
               investors" within the meaning of 29 C.F.R.
               Section 2510.3-101(f)(2); or

                       (C) The Issuer qualifies as an "operating company" or a
               "real estate operating company" within the meaning of 29 C.F.R.
               Section 2510.3-101(c) or (e) or an investment company registered
               under the Investment Company Act of 1940.

         Section 11.08. Single Purpose Entity.

         (a) The Issuer has not and will not:

               (i)     engage in any business or activity other than the
                       ownership, operation and maintenance of the Properties,
                       the related Leases and activities incidental thereto;

               (ii)    acquire or own any assets other than (A) the Properties,
                       the Leases and related security and (B) such incidental
                       Personal



                                      -74-
<PAGE>

                       Property (as defined in the Security Instruments) as may
                       be necessary for the operation of the Properties;

               (iii)   merge into or consolidate with any Person, or dissolve,
                       terminate, liquidate in whole or in part, transfer or
                       otherwise dispose of all or substantially all of its
                       assets or change its legal structure;

               (iv)    fail to observe all organizational formalities, or fail
                       to preserve its existence as an entity duly organized,
                       validly existing and in good standing (if applicable)
                       under the Applicable Laws of the jurisdiction of its
                       organization or formation, or amend, modify, terminate or
                       fail to comply with the provisions of its organizational
                       documents;

               (v)     own any subsidiary, or make any investment in, any
                       Person;

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

               (vii)   incur any debt, secured or unsecured, direct or
                       contingent (including guaranteeing any obligation), other
                       than the Notes and unsecured trade payables in an amount
                       not to exceed $25,000 at any one time;

               (viii)  fail to maintain its records, books of account, bank
                       accounts, financial statements, accounting records and
                       other entity documents separate and apart from those of
                       any other Person;

               (ix)    enter into any contract or agreement with any general
                       partner, member, shareholder, principal or affiliate,
                       except upon terms and conditions that are intrinsically
                       fair and substantially similar to those that would be
                       available on an arm's-length basis with unaffiliated
                       third parties;

               (x)     maintain its assets in such a manner that it will be
                       costly or difficult to segregate, ascertain or identify
                       its individual assets from those of any other Person;

               (xi)    assume or guaranty the debts of any other Person, hold
                       itself out to be responsible for the debts of any other
                       Person, or otherwise pledge its assets for the benefit of
                       any other Person or hold out its credit as being
                       available to satisfy the obligations of any other Person;

               (xii)   make any loans or advances to any Person;

               (xiii)  fail to file its own tax returns (unless prohibited by
                       Applicable Laws from doing so);



                                      -75-
<PAGE>

               (xiv)   fail either to hold itself out to the public as a legal
                       entity separate and distinct from any other Person or to
                       conduct its business solely in its own name or fail to
                       correct any known misunderstanding regarding its separate
                       identity;

               (xv)    fail to maintain adequate capital for the normal
                       obligations reasonably foreseeable in a business of its
                       size and character and in light of its contemplated
                       business operations;

               (xvi)   without the unanimous written consent of all of its
                       partners and the written consent of 100% of the members
                       of the board of managers of the SPE Component Entity
                       including without limitation the Independent Manager, (a)
                       file or consent to the filing of any petition, either
                       voluntary or involuntary, to take advantage of any
                       applicable insolvency, bankruptcy, liquidation or
                       reorganization statute, (b) seek or consent to the
                       appointment of a receiver, liquidator or any similar
                       official, (c) take any action that might cause such
                       entity to become insolvent, or (d) make an assignment for
                       the benefit of creditors;

               (xvii)  fail to allocate shared expenses (including, without
                       limitation, shared office space) and to use separate
                       stationery, invoices and checks;

               (xviii) fail to pay its own liabilities (including, without
                       limitation, salaries of its own employees) from its own
                       funds; and

               (xix)   acquire obligations or securities of its partners,
                       members, shareholders or other affiliates, as applicable.

         (b) Each general partner (each an "SPE Component Entity") of the
Issuer, shall be a limited liability company or a corporation whose sole asset
is its interest in the Issuer and each SPE Component Entity (i) will at all
times comply with each of the covenants, terms and provisions contained in
Section 11.08(a), as if such representation, warranty or covenant was made
directly by such SPE Component Entity; (ii) will not engage in any business or
activity other than owning an interest in the Issuer and activities incidental
thereto, including executing and performing the Security Documents and all
documents, agreement, certificates or finance statements contemplated thereby
and related thereto and documents related to the Notes; (iii) will not acquire
or own any assets other than its partnership, membership, or other equity
interest in the Issuer, (iv) will not incur any debt, secured or unsecured,
direct or contingent (including guaranteeing any obligation) other than
unsecured trade payables incurred in the ordinary course of business related to
the ownership of an interest in the Issuer and other than any liability as a
general partner for the debts of the Issuer, and (v) will cause the Issuer to
comply with the provisions of this Section 11.08.

         (c) The organizational documents of the SPE Component Entity shall
provide that at all times there shall be at least one duly appointed manager (an
"Independent Manager") of the SPE Component Entity who shall not have been at
the time of such individual's initial appointment, and shall not have been at
any time during the preceding five years, and shall not be at any time while
serving as a manager of such SPE Component Entity, either (i) a shareholder (or
other equity owner) of, or an officer, director, partner, member or employee of,
the Issuer or any of its respective



                                      -76-
<PAGE>

shareholders, partners, members, subsidiaries or affiliates, (ii) a customer of,
or supplier to, the Issuer or any of its respective shareholders, partners,
members, subsidiaries or affiliates, (iii) a Person who Controls or is under
common Control with any such shareholder, officer, director, partner, member,
employee supplier or customer, or (iv) a member of the immediate family of any
such shareholder, officer, director, partner, member, employee, supplier or
customer.

         (d) The organizational documents of the SPE Component Entity shall
provide that the SPE Component Entity shall not take any action which, under the
terms of any certificate of incorporation, by-laws, operating agreement or any
voting trust agreement with respect to any common stock, requires an unanimous
vote of the members of the SPE Component Entity of the Issuer unless at the time
of such action there shall be at least one member who is an Independent Manager.
The SPE Component Entity will not without the unanimous written consent of its
members including the Independent Manager, on behalf of itself or the Issuer (a)
file or consent to the filing of any petition, either voluntary or involuntary,
to take advantage of any applicable insolvency, bankruptcy, liquidation or
reorganization statute, (b) seek or consent to the appointment of a receiver,
liquidator or any similar official, (c) take any action that might cause such
entity to become insolvent, or (d) make an assignment for the benefit of
creditors.

         (e) Notwithstanding the foregoing, the SPE Component Entity may be a
single member limited liability company, provided that (i) such SPE Component
Entity complies with the requirements of subsection (b) above, (ii) the day to
day management of such SPE Component Entity shall be by a non-member manager,
(iii) the organizational documents of the SPE Component Entity shall provide
that at all times there shall be at least one duly appointed independent manager
which satisfies the requirements set forth in subsection (c) above, and (iv) the
organizational documents of the SPE Component Entity provided that the matters
described in subsection (d) above require the vote of the independent manager.

         Section 11.09. Estoppel Certificates.

         (a) After request by the Indenture Trustee or the Certificate Insurer,
the Issuer, within ten (10) days, shall furnish the Indenture Trustee and the
Certificate Insurer or any proposed assignee with a statement, duly acknowledged
and certified, setting forth (i) the original principal amount of the Notes,
(ii) the unpaid principal amount of the Notes, (iii) the rate of interest of the
Notes, (iv) the terms of payment and maturity date of the Notes, (v) the date
installments of interest and/or principal were last paid, (vi) that, except as
provided in such statement, there are no defaults or events which with the
passage of time or the giving of notice or both, would constitute an Event of
Default, (vii) that the Notes, the Security Instrument and the Indenture are
valid, legal and binding obligations and have not been modified or if modified,
giving particulars of such modification, (viii) whether any offsets or defenses
exist against the obligations secured hereby and, if any are alleged to exist, a
detailed description thereof, (ix) that all Leases are in full force and effect
and have not been modified (or if modified, setting forth all modifications),
(x) the date to which the Rents thereunder have been paid pursuant to the
Leases, (xi) whether or not, to the best knowledge of the Issuer, any of the
lessees under the Leases are in default under the Leases, and, if any of the
lessees are in default, setting forth the specific nature of all such defaults,
(xii) the amount of security deposits held by the Issuer under each Lease and
that such amounts are consistent with the amounts required under each Lease, and
(xiii) as to any other matters reasonably requested by the Indenture Trustee or
the Certificate Insurer and reasonably related to the Leases, the obligations
secured hereby, the Properties, the Security Instrument or the Indenture.



                                      -77-
<PAGE>

         (b) The Issuer shall use its best efforts to deliver to the Indenture
Trustee and the Property Manager, promptly upon request, duly executed estoppel
certificates from any one or more lessees as required by the Indenture Trustee
or the Property Manager attesting to such facts regarding the Lease as the
Indenture Trustee or the Property Manager may require, including but not limited
to attestations that each Lease covered thereby is in full force and effect with
no defaults thereunder on the part of any party, that none of the Rents have
been paid more than one month in advance, and that the lessee claims no defense
or offset against the full and timely performance of its obligations under the
Lease.

         (c) Upon any transfer or proposed transfer of any of the Notes
contemplated by Section 2.05 hereof, at the Indenture Trustee's or the
Noteholder's request, the Issuer shall provide an estoppel certificate to any
prospective Noteholder in such form, substance and detail as the Indenture
Trustee, such Noteholder or prospective Noteholder may require.

         Section 11.10. No Sale / Encumbrance.

         (a) No Sale or Pledge. Except as provided in Article VIII, the Issuer
shall not cause or permit a Sale or Pledge of any Property or any part thereof
or any legal or beneficial interest therein nor permit a Sale or Pledge of an
interest in any Restricted Party (collectively, a "Prohibited Transfer").

         (b) Prohibited Transfers. A Prohibited Transfer shall include, but not
be limited to, (i) an installment sales agreement wherein the Issuer agrees to
sell any Property or any part thereof for a price to be paid in installments;
(ii) an agreement by the Issuer leasing all or a substantial part of any
Property for other than actual occupancy by a space tenant thereunder or a sale,
assignment or other transfer of, or the grant of a security interest in, the
Issuer's right, title and interest in and to any Leases or any Rents (other than
to the Indenture Trustee); (iii) if a Restricted Party is a corporation, any
merger, consolidation or Sale or Pledge of such corporation's stock or the
creation or issuance of new stock in one or a series of transactions; (iv) if a
Restricted Party is a limited or general partnership or joint venture, any
merger or consolidation or the change, removal, resignation or addition of a
general partner or the Sale or Pledge of the partnership interest of any general
or limited partner or any profits or proceeds relating to such partnership
interests or the creation or issuance of new limited partnership interests; (v)
if a Restricted Party is a limited liability company, any merger or
consolidation or the change, removal, resignation or addition of a managing
member (or if no managing member, any member) or the Sale or Pledge of the
membership interest of a managing member (or if no managing member, any member)
or any profits or proceeds relating to such membership interest, or the Sale or
Pledge of non-managing membership interests or the creation or issuance of new
non-managing membership interests; (vi) if a Restricted Party is a trust or
nominee trust, any merger, consolidation or the Sale or Pledge of the legal or
beneficial interest in a Restricted Party or the creation or issuance of new
legal or beneficial interests; or (vii) the removal or the resignation of the
managing agent (including, without limitation, an Affiliated Property Manager)
other than in accordance with Section 11.05.

         (c) Permitted Transfers. Notwithstanding the provisions of Sections
11.10(a) and (b), the following transfers shall not be deemed to be a Prohibited
Transfer: (i) a transfer by devise or descent or by operation of law upon the
death of a member, partner or shareholder of a Restricted Party; (ii) the Sale
or Pledge, in one or a series of transactions, of not more than forty-nine
percent (49%) of the stock, limited partnership interests or non-managing
membership interests (as the case may be) in a Restricted Party; provided,
however, no such transfers shall result in a change in Control in the Restricted
Party, and as a condition to each such transfer, the Indenture Trustee and the
Certificate Insurer shall receive not less than ten (10) days prior written
notice of such proposed transfer, provided, however, as a condition to each such
transfer, the Indenture Trustee and the Certificate Insurer shall receive not
less than ten (10) days prior



                                      -78-
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written notice of such proposed transfer and (iii) the sale, transfer or
issuance of stock in USRP provided such stock is listed on the New York Stock
Exchange or such other nationally recognized stock exchange. Notwithstanding
anything to the contrary contained in this Section 11.10, (x) USRPO must at all
times continue to own and control, directly or indirectly, a 100% interest in
the Issuer, and (y) USRP must at all times continue to own and control, directly
or indirectly, at least a 70% interest in USRPO.

         (d) Reserved.

         (e) Transfer Definitions. For purposes of this Section 11.10, an
"Affiliated Property Manager" shall mean any managing agent in which the Issuer,
any guarantor, indemnitor or SPE Component Entity has, directly or indirectly,
any legal, beneficial or economic interest; "Control" shall mean the power to
direct the management and policies of a Restricted Party, directly or
indirectly, whether through the ownership of voting securities or other
beneficial interests, by contract or otherwise; "Restricted Party" shall mean
the Issuer, any indemnitor or SPE Component Entity, or any Affiliated Property
Manager or any shareholder, partner, member or non-member manager, or any direct
or indirect legal or beneficial owner of the Issuer, any guarantor, indemnitor
or SPE Component Entity, or Affiliated Property Manager or any non-member
manager; and a "Sale or Pledge" shall mean a voluntary or involuntary sale,
conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of
any options with respect to, or any other transfer or disposition of (directly
or indirectly, voluntarily or involuntarily, by operation of law or otherwise,
and whether or not for consideration or of record) of a legal or beneficial
interest.

         Section 11.11. Environmental Provisions.

         (a) Environmental Representations and Warranties. The Issuer represents
and warrants, based upon environmental site assessments of the Properties and
information that the Issuer knows or should reasonably have known, that, except
as disclosed to the Indenture Trustee and the Certificate Insurer in writing:
(i) there are no Hazardous Materials (defined below) or underground storage
tanks in, on, or under the Properties, except those that are both (A) in
compliance with Environmental Laws (defined below) and with permits issued
pursuant thereto (if such permits are required), if any, and (B) either (1) in
amounts not in excess of that necessary to operate the Properties or (2) fully
disclosed pursuant to the written reports resulting from the environmental site
assessments of the Properties delivered to the Indenture Trustee and the
Certificate Insurer (the "Environmental Reports"); (ii) there are no past,
present or threatened Releases (defined below) of Hazardous Materials in
violation of any Environmental Law and which would require remediation by a
governmental authority in, on, under or from the Properties except as described
in the Environmental Reports; (iii) there is no threat of any Release of
Hazardous Materials migrating to the Properties except as described in the
Environmental Reports; (iv) there is no past or present non-compliance with
Environmental Laws, or with permits issued pursuant thereto, in connection with
the Property except as described in the Environmental Reports; (v) the Issuer
does not know of, and has not received, any written or oral notice or other
communication from any person or entity (including but not limited to a
governmental entity) relating to Hazardous Materials in, on, under or from the
Properties; and (vi) the Issuer has made available to the Indenture Trustee and
the Certificate Insurer, in writing, any and all information relating to
environmental conditions in, on, under or from the Properties known to the
Issuer or contained in the Issuer's files and records, including but not limited
to any reports relating to Hazardous Materials in, on, under or migrating to or
from the Properties and/or to the environmental condition of the Properties.
"Environmental Law" means any present and future federal, state and local laws,
statutes, ordinances, rules, regulations, standards, policies and other
government directives or requirements, as well as common law, including but not
limited to the Comprehensive Environmental Response, Compensation and Liability
Act and the Resource Conservation and Recovery Act, that apply to the Issuer or
the Properties and relate to Hazardous Materials.



                                      -79-
<PAGE>

"Hazardous Materials" shall mean petroleum and petroleum products and compounds
containing them, including gasoline, diesel fuel and oil; explosives, flammable
materials; radioactive materials; polychlorinated biphenyls ("PCBs") and
compounds containing them; lead and lead-based paint; asbestos or
asbestos-containing materials in any form that is or could become friable;
underground or above-ground storage tanks, whether empty or containing any
substance; any substance the presence of which on any Property is prohibited by
any federal, state or local authority; any substance that requires special
handling; and any other material or substance now or in the future defined as a
"hazardous substance," "hazardous material", hazardous waste", toxic substance",
"toxic pollutant", "contaminant", or pollutant" within the meaning of any
Environmental Law. "Release" of any Hazardous Materials includes but is not
limited to any release, deposit, discharge, emission, leaking, spilling,
seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping,
disposing or other movement of Hazardous Materials.

         (b) Environmental Covenants. The Issuer covenants and agrees that so
long as the Issuer owns, manages, is in possession of, or otherwise controls the
operation of the Properties: (i) all uses and operations on or of the
Properties, whether by the Issuer or any other person or entity, shall be in
compliance with all Environmental Laws and permits issued pursuant thereto; (ii)
there shall be no Releases of Hazardous Materials in, on, under or from the
Properties which are not remediated within a reasonable time period in
accordance with Environmental Laws; (iii) there shall be no Hazardous Materials
in, on, or under the Properties, except those that are both (A) in compliance
with all Environmental Laws and with permits issued pursuant thereto, if and to
the extent required, and (B) (1) in amounts not in excess of that necessary to
operate the Properties or (2) fully disclosed to the Indenture Trustee and the
Certificate Insurer and approved by the Property Manager and the Certificate
Insurer in writing; (iv) the Issuer shall keep, or shall cause the Tenants to
keep, the Properties free and clear of all liens and other encumbrances imposed
pursuant to any Environmental Law, whether due to any act or omission of the
Issuer or any other person or entity (the "Environmental Liens"); (v) the Issuer
shall, at its sole cost and expense, fully and expeditiously cooperate in all
activities pursuant to Section 11.11(c) below, including but not limited to
providing all relevant information and making knowledgeable persons available
for interviews; (vi) the Issuer shall, at its sole cost and expense, perform any
environmental site assessment or other investigation of environmental conditions
in connection with the Properties, pursuant to any reasonable written request of
the Indenture Trustee or the Property Manager, upon the Indenture Trustee's or
the Property Manager's reasonable belief that the Properties is not in full
compliance with all Environmental Laws, and share with the Indenture Trustee,
the Certificate Insurer and the Property Manager the reports and other results
thereof, and the Indenture Trustee, the Property Manager and other Indemnified
Parties shall be entitled to rely on such reports and other results thereof;
(vii) the Issuer shall, at its sole cost and expense, comply with all reasonable
written requests of the Indenture Trustee or the Property Manager to (A)
reasonably effectuate remediation of any Hazardous Materials in, on, under or
from the Properties; and (B) comply with any Environmental Law; (viii) the
Issuer shall not allow any tenant or other user of the Property to violate any
Environmental Law; and (ix) the Issuer shall immediately notify the Indenture
Trustee, the Certificate Insurer and the Property Manager in writing after it
has become aware of (A) any presence or Release or threatened Releases of
Hazardous Materials in, on, under, from or migrating towards the Properties; (B)
any non-compliance with any Environmental Laws related in any way to the
Properties; (C) any actual or potential Environmental Lien; (D) any required or
proposed remediation of environmental conditions relating to the Properties; and
(E) any written or oral notice or other communication of which the Issuer
becomes aware from any source whatsoever (including but not limited to a
governmental entity) relating in any way to Hazardous Materials. Any failure of
the Issuer to perform its obligations pursuant to this Section 11.11(b) shall
constitute bad faith Waste with respect to the Properties.



                                      -80-
<PAGE>

         (c) The Indenture Trustee's Rights. The Indenture Trustee, the Grantor
Trust Trustee, the Certificate Insurer, any collateral advisor or advisor or the
Property Manager, the Master Servicer, the Special Servicer and any other person
or entity designated by the Indenture Trustee, including but not limited to any
representative of a governmental entity, and any environmental consultant, and
any receiver appointed by any court of competent jurisdiction, shall have the
right, but not the obligation, to enter upon the Properties at all reasonable
times to assess any and all aspects of the environmental condition of the
Properties and its use, including but not limited to conducting any
environmental assessment or audit and taking samples of soil, groundwater or
other water, air, or building materials, and conducting other invasive testing.
The Issuer shall cooperate with and provide access to the Indenture Trustee, the
Grantor Trust Trustee, the Property Manager, the Master Servicer, the
Certificate Insurer, any collateral advisor or advisor or the Special Servicer
and any such person or entity designated by the Indenture Trustee.

         (d) Operations and Maintenance Programs. Where recommended by the
Environmental Report or as a result of any other environmental assessment or
audit of the Properties, the Issuer shall establish and comply with an
operations and maintenance program with respect to the Properties, in form and
substance reasonably acceptable to the Property Manager, prepared by an
environmental consultant reasonably acceptable to the Property Manager, which
program shall address any asbestos containing material or lead based paint that
may now or in the future be detected at or on the Properties. Without limiting
the generality of the preceding sentence, the Property Manager may require (i)
periodic notices or reports to the Property Manager in form, substance and at
such intervals as the Property Manager may specify, (ii) an amendment to such
operations and maintenance program to address changing circumstances, laws or
other matters, (iii) at the Issuer's sole expense, supplemental examination of
the Properties by consultants specified by the Property Manager, (iv) access to
the Properties by the Property Manager, its agents or servicer, to review and
assess the environmental condition of the Properties and the Issuer's compliance
with any operations and maintenance program, and (v) variation of the operations
and maintenance program in response to the reports provided by any such
consultants.

         Section 11.12. Indemnification.

         (a) General Indemnification. The Issuer shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties (defined below) from and against any and all Losses (defined below)
imposed upon or incurred by or asserted against any Indemnified Parties and
directly or indirectly arising out of or in any way relating to any one or more
of the following: (a) any accident, injury to or death of persons or loss of or
damage to property occurring in, on or about the Properties or any part thereof
or on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (b) any use, nonuse or condition in, on or about the
Properties or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent parking areas, streets or ways; (c) performance of any
labor or services or the furnishing of any materials or other property in
respect of the Properties or any part thereof; (d) any failure of the Properties
to be in compliance with any Applicable Laws; (e) any and all claims and demands
whatsoever which may be asserted against any Indemnified Party by reason of any
alleged obligations or undertakings on its part to perform or discharge any of
the terms, covenants, or agreements contained in any Lease. Any amounts payable
to any Indemnified Party by reason of the application of this Section 11.12
shall become immediately due and payable and shall bear interest at the Note
Interest Rate from the date loss or damage is sustained by such Indemnified
Party until paid.



                                      -81-
<PAGE>

         The term "Losses" shall mean any and all claims, suits, liabilities
(including, without limitation, strict liabilities), actions, proceedings,
obligations, debts, damages, losses, costs, expenses, fines, penalties, charges,
fees, expenses, judgments, awards, amounts paid in settlement of whatever kind
or nature (including but not limited to attorneys' fees and other costs of
defense), provided that "Losses" shall not include unpaid Monthly Lease Payments
or any other amounts due under the Leases or a decline in the value of the
Properties. The term "Indemnified Parties" shall mean (a) the Indenture Trustee,
(b) the Grantor Trust Trustee, (c) the Noteholders and any prior owner or holder
of the Notes, (d) the Certificate Insurer, (e) any servicer or prior servicer of
the Properties, (f) the officers, directors, shareholders, partners, members,
employees and trustees of any of the foregoing, and (g) the heirs, legal
representatives, successors and assigns of each of the foregoing.

         (b) Mortgage and/or Intangible Tax. The Issuer shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses imposed upon or incurred
by or asserted against any Indemnified Parties and directly or indirectly
arising out of or in any way relating to any tax on the making and/or recording
of the Security Instruments, the Notes, this Indenture or any of the other
Security Documents.

         (c) Duty to Defend; Attorneys' Fees and Other Fees and Expenses. Upon
written request by any Indemnified Party, the Issuer shall defend such
Indemnified Party (if requested by any Indemnified Party, in the name of the
Indemnified Party) by attorneys and other professionals approved by the
Indemnified Parties. Notwithstanding the foregoing, any Indemnified Parties may,
in their sole discretion, engage their own attorneys and other professionals to
defend or assist them, and, at the option of Indemnified Parties, their
attorneys shall control the resolution of any claim or proceeding. Upon demand,
the Issuer shall pay or, in the sole discretion of the Indemnified Parties,
reimburse, the Indemnified Parties for the payment of reasonable fees and
disbursements of attorneys, engineers, environmental consultants, laboratories
and other professionals in connection therewith.

         (d) Environmental Indemnity. Simultaneously with this Indenture, the
Issuer and other persons or entities defined therein have executed and delivered
that certain environmental indemnity agreement dated the date hereof to the
Indenture Trustee (the "Environmental Indemnity").

         (e) ERISA Indemnity. The Issuer shall, at its sole cost and expense,
protect, defend, indemnify, release and hold harmless the Indemnified Parties
from and against any and all Losses (including, without limitation, actual and
reasonable attorneys' fees and costs incurred in the investigation, defense, and
settlement of Losses incurred in correcting any prohibited transaction or in the
sale of a prohibited loan, and in obtaining any individual prohibited
transaction exemption under ERISA that may be required that the Indenture
Trustee may incur, directly or indirectly, as a result of a default under
Section 11.07.

         Section 11.13. Marshalling and Other Matters. The Issuer hereby waives,
to the extent permitted by law, the benefit of all appraisement, valuation,
stay, extension, reinstatement and redemption laws now or hereafter in force and
all rights of marshalling in the event of any sale hereunder of the Properties
or any part thereof or any interest therein. Further, the Issuer hereby
expressly waives any and all rights of redemption from sale under any order or
decree of foreclosure of any of the Security Instruments on behalf of the
Issuer, and on behalf of each and every person acquiring any interest in or
title to the Properties subsequent to the date of the Security Instruments and
on behalf of all persons to the extent permitted by Applicable Laws.

         Section 11.14. Sole Discretion of the Indenture Trustee and the
Certificate Insurer. Wherever pursuant to this Indenture, the Security
Instruments or the Other Security Documents (a) the Indenture



                                      -82-
<PAGE>

Trustee or the Certificate Insurer exercises any right given to it to approve or
disapprove, (b) any arrangement or term is to be satisfactory to the Indenture
Trustee or the Certificate Insurer, or (c) any other decision or determination
is to be made by the Indenture Trustee or the Certificate Insurer, the decision
of the Indenture Trustee and/or the Certificate Insurer, as applicable, to
approve or disapprove, all decisions that arrangements or terms are satisfactory
or not satisfactory and all other decisions and determinations made by the
Indenture Trustee or the Certificate Insurer, as applicable, shall be in the
sole discretion of the Indenture Trustee or the Certificate Insurer, as
applicable, except as may be otherwise expressly and specifically provided
herein or therein.

         Section 11.15. Performance at the Issuer's Expense. The Issuer
acknowledges and confirms that it shall be responsible for the payment of all
costs of reappraisal of any Property or any part thereof, whether required by
law, regulation, the Indenture Trustee, the Certificate Insurer or any
governmental or quasi-governmental authority. The Issuer hereby acknowledges and
agrees to pay, immediately, with or without demand, all of the Indenture
Trustee's and the Certificate Insurer's costs and expenses in connection with
(a) the modification, amendment and termination of the Notes or this Indenture,
(b) the release or substitution of collateral therefor, (c) obtaining certain
consents, waivers and approvals with respect to any Property, or (d) the review
of any Lease or proposed Lease or the preparation or review of any
subordination, non-disturbance agreement (the occurrence of any of the above
shall be called an "Event"). Wherever it is provided for herein that the Issuer
pay any costs and expenses, such costs and expenses shall include, but not be
limited to, all reasonable legal fees and disbursements of the Indenture Trustee
and/or the Certificate Insurer, as applicable, whether with respect to retained
firms, the reimbursement for the expenses of in-house staff or otherwise.



                                      -83-
<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS

         Section 12.01. Execution Counterparts.

         This instrument may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

         Section 12.02. Compliance Certificates and Opinions, etc.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

               (i) a statement that each signatory of such certificate or
         opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

               (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

               (iii) a statement that, in the opinion of each such signatory,
         such signatory has made such examination or investigation as is
         necessary to enable such signatory to express an informed opinion as to
         whether or not such covenant or condition has been complied with; and

               (iv) a statement as to whether, in the opinion of each such
         signatory, such condition or covenant has been complied with.

         Section 12.03. Form of Documents Delivered to Indenture Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of an Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Issuer, stating
that the information with respect to such factual matters is in the possession
of the Issuer, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous.



                                      -84-
<PAGE>

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that any Person
shall deliver any document as a condition of the granting of such application,
or as evidence of such Person's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of such Person to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article V.

         Section 12.04. Acts of Noteholders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section. With respect to authorization to be given or taken by Noteholders,
the Indenture Trustee shall be authorized to follow the written direction of the
vote of Noteholders of Notes representing more than 50% of the aggregate Note
Principal Balance of the Outstanding Notes, unless any greater or lesser
percentage is required by the terms hereunder.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The Note Principal Balance and certificate numbers of Notes held by
any Person, and the date of holding the same, shall be proved by the Note
Register.

         (d) Any request, demand, authorization, direction, notice, consent,
election, declaration, waiver or other act of any Noteholder shall bind every
future Noteholder of the same Note and the Noteholder of every Note issued upon
the transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, suffered or omitted to be done by the Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.

         Section 12.05. Computation of Percentage of Noteholders.

         Whenever this Indenture states that any action may be taken by a
specified percentage of the Noteholders, such statement shall mean that such
action may be taken by the Noteholders of such specified percentage of the
aggregate Note Principal Balance of the Outstanding Notes.



                                      -85-
<PAGE>

         Section 12.06. Notice to the Indenture Trustee, the Issuer and Certain
Other Persons.

         Any communication provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if delivered by courier or mailed by first class mail, postage
prepaid, or if transmitted by telecopier and confirmed in a writing delivered or
mailed as aforesaid, to: (a) in the case of the Indenture Trustee, for note
transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113, ATTN: Corporate Trust Services (CMBS) -- USRP
Funding 2001-1, L.P., and for all other purposes, at 11000 Broken Land Parkway,
Columbia, Maryland 21044-3562, attention: Corporate Trust Servicer (CMBS) --
USRP Funding 2001-1, telecopy number 410-884-2360, telephone number
410-884-2000, (b) in the case of the Issuer, USRP Funding 2001-A, L.P., 12240
Inwood Road, Suite 300, Dallas, Texas 75244, attention: Asset Management
Department, telecopy number 972-490-9119, telephone number 972-387-1487, and (c)
in the case of the Certificate Insurer, MBIA Insurance Corporation, 113 King
Street, Armonk, New York 10504, Attention: Structured Financial Corporate,
telecopy number: (914) 765-3810, telephone number: (914) 765-3779.

         Section 12.07. Notices to Noteholders; Notification Requirements and
Waiver.

         Where this Indenture provides for notice to Noteholders of any event,
such notice shall be sufficiently given if in writing and delivered by courier
or mailed by first-class mail, postage prepaid to each Noteholder affected by
such event, at its address as it appears on the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is delivered or mailed in the
manner herein provided shall conclusively be presumed to have been duly given.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver. In case, by reason of the
suspension of regular courier and mail service as a result of a strike, work
stoppage or similar activity, it shall be impractical to mail notice of any
event to Noteholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
of such notice.

         Section 12.08. Successors and Assigns.

         All covenants and agreements in this Indenture by the Issuer shall bind
its successors and permitted assigns, whether so expressed or not.

         Section 12.09. Separability Clause.

         In case any provision of this Indenture or of the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall, to the extent permitted by law, not in any way
be affected or impaired thereby.



                                      -86-
<PAGE>

         Section 12.10. Governing Law.

         (a) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT THAT AT ALL TIMES THE
PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND
SECURITY INTERESTS CREATED PURSUANT TO THE SECURITY INSTRUMENTS AND THE
DETERMINATION OF DEFICIENCY JUDGMENTS SHALL BE GOVERNED BY AND CONSTRUED
ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE PROPERTY IS LOCATED,
IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH
STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND THE
ENFORCEABILITY OF ALL SECURITY DOCUMENTS AND ALL OF THE INDEBTEDNESS OR
OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY
LAW, THE ISSUER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTES, AND
THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW.

         (b) Any action or proceeding against any of the parties hereto relating
in any way to this Indenture or any Note or the Collateral may be brought and
enforced in the courts of the State of New York sitting in the borough of
Manhattan or of the United States District Court for the Southern District of
New York and the Issuer irrevocably submits to the jurisdiction of each such
court in respect of any such action or proceeding. The Issuer hereby waives, to
the fullest extent permitted by law, any right to remove any such action or
proceeding by reason of improper venue or inconvenient forum. As long as any of
the Notes remain Outstanding, service of process upon CT Corporation Systems,
1633 Broadway, New York, New York 10019, shall, to the fullest extent permitted
by law, be deemed in every respect effective service upon the Issuer in any such
legal action or proceeding.

         Section 12.11. Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

         Section 12.12. Benefits of Indenture.

         Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the Noteholders, the Certificate Insurer and any other party secured
hereunder or named as a beneficiary of any provision hereof, any benefit or any
legal or equitable right, remedy or claim under this Indenture.

         Section 12.13. Recording of Indenture.

         If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by and at the expense of the
Issuer and accompanied by an Opinion of Counsel (which may be rendered by
counsel to the Indenture Trustee or any other counsel reasonably acceptable to
the Indenture Trustee and which shall be an expense of the Issuer) to the effect
that such recording is necessary either for



                                      -87-
<PAGE>

the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under
this Indenture.

         Section 12.14. Trust Obligation.

         No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under this Indenture (other than with
respect to Permitted Investments as to which such Person is the issuer) or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee in its individual capacity or (ii) any
partner, issuer, beneficiary, agent, officer, director, employee, agent or
Control Person of the Indenture Trustee in its individual capacity, or of any
successor or assignee of the Indenture Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee does not have any such obligations in its individual
capacity).

         Section 12.15. Inspection.

         The Issuer shall agree that, on reasonable prior notice, it will permit
any representative of the Indenture Trustee or the Certificate Insurer, during
the Issuer's normal business hours, to examine all the books of account,
records, reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers, employees, and independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee and the Certificate Insurer shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) or the Indenture Trustee or the
Certificate Insurer may reasonably determine that such disclosure is consistent
with its obligations hereunder.

         Section 12.16. Method of Payment.

         Except as otherwise provided in Section 2.10(b), all amounts payable or
to be remitted pursuant to this Indenture shall be paid or remitted or caused to
be paid or remitted in immediately available funds by wire transfer to an
account specified in writing by the recipient thereof.

         Section 12.17. Recourse Provisions.

         (a) Except as otherwise provided herein, in the Security Instruments or
in the other Security Documents, the Indenture Trustee shall not enforce the
liability and obligation of the Issuer to perform and observe the obligations
contained in this Indenture or the Security Instruments by any action or
proceeding wherein a money judgment shall be sought against the Issuer, except
that the Indenture Trustee may bring a foreclosure action, action for specific
performance or other appropriate action or proceeding to enable the Indenture
Trustee to enforce and realize upon this Indenture, the Security Instruments,
the other Security Documents, and the interest in the Property, the Rents and
any other collateral given to the Indenture Trustee created by this Indenture,
the Security Instruments and the other Security Documents; provided, however,
that any judgment in any such action or proceeding shall be enforceable against
the Issuer only to the extent of the Issuer's interest in the Property, in the
Rents and in any other collateral given to the Indenture Trustee. The Indenture
Trustee, by accepting this Indenture and the Security Instruments, agrees that
it shall not, except as otherwise provided in this Section 12.17, sue for, seek
or demand any deficiency judgment against the Issuer in any such action or
proceeding, under or by reason of or under or in connection with this



                                      -88-
<PAGE>

Indenture, the other Security Documents or the Security Instruments. The
provisions of this Section shall not, however, (i) constitute a waiver, release
or impairment of any obligation evidenced or secured by this Indenture, the
other Security Documents or the Security Instruments; (ii) impair the right of
the Indenture Trustee to name the Issuer as party defendant in any action or
suit for judicial foreclosure and sale under the Security Instruments; (iii)
impair the right of the Indenture Trustee to obtain a deficiency judgment in any
action or proceeding in order to preserve its ability to exercise the rights of
foreclosure, non-judicial foreclosure, or the exercise of a power of sale, (iv)
affect the validity or enforceability of any indemnity (including, without
limitation, the environmental indemnity of even date herewith), guaranty, master
lease or similar instrument made in connection with the Notes, this Indenture,
the Security Instruments, or the other Security Documents; (v) impair the right
of the Indenture Trustee to obtain the appointment of a receiver; (vi) impair
the enforcement of the Assignment of Leases and Rents executed in connection
herewith; (vii) impair the right of the Indenture Trustee to enforce the
provisions of the Security Instruments; or (viii) impair the right of the
Indenture Trustee to obtain a deficiency judgment or other judgment on the Notes
against the Issuer if necessary to obtain any insurance proceeds or condemnation
awards to which the Indenture Trustee would otherwise be entitled under the
Security Documents; provided however, the Indenture Trustee shall only enforce
such judgment to the extent of the insurance proceeds and/or condemnation
awards.

         (b) Anything contained in this Indenture or in any other Security
Document to the contrary notwithstanding (except as set forth in the balance of
this Section 12.17 or in the Environmental Indemnity), no recourse shall be had
for the payment of the principal or interest on this Indenture or for any other
portion of the debt hereunder or under the other Security Documents against (i)
any Affiliate, parent company, trustee or advisor of the Issuer, any partner in
the Issuer, or any member therein; (ii) any legal representative, heir, estate,
successor or assign of any thereof; (iii) any corporation (or any officer,
director, employee or shareholder thereof), individual or entity to which any
ownership interest in the Issuer shall have been transferred; (iv) any purchaser
of any asset of the Issuer; or (v) any other Person, for any deficiency or other
sum owing with respect to the Notes or the debt; provided, however, that the
foregoing shall not (A) prevent recourse to the assets of the Issuer, or
enforcement of any Security Instruments or other instrument or document by which
the Issuer is bound pursuant to the Security Documents as set forth above in
(a), or (B) be applicable with respect to any Nonrecourse Carveout Indemnitor
and the Issuer to the extent of actual Damages to the Indenture Trustee
resulting from any of the following (collectively, the "Indemnified
Liabilities"):

               (i) Any Waste with respect to the Properties committed or
permitted by the Issuer, any Nonrecourse Carveout Indemnitor or any of their
respective Affiliates.

               (ii) Any material fraud or intentional misrepresentation
committed by the Issuer, any Nonrecourse Carveout Indemnitor or any of their
respective Affiliates.

               (iii) The misappropriation or misapplication by the Issuer, any
Nonrecourse Carveout Indemnitor or any of their respective Affiliates (whether
occurring prior to or from and after the occurrence of and during the
continuation of an Event of Default), of any Rents or Net Proceeds, security
deposits or other similar sums paid to or held by the Issuer or any of their
respective Affiliates in connection with the Properties.

               (iv) (A) The misappropriation by the Issuer, any Nonrecourse
Carveout Indemnitor or any of their respective Affiliates of any Net Proceeds,
or (B) any Net Proceeds shall not be applied as required hereunder due to the
acts or omissions of the Issuer, any Nonrecourse Carveout Indemnitor or any of
their respective Affiliates.



                                      -89-
<PAGE>

               (v) Any transfers or encumbrances by the Issuer of the Properties
in violation hereof or the Security Instruments.

         (c) Each Nonrecourse Carveout Indemnitor agrees, as evidenced by its
signature below, and the Issuer agrees that it shall, jointly and severally,
indemnify and hold harmless the Indenture Trustee and the Grantor Trust Trustee
from and against any and all actual Damages to the Indenture Trustee and the
Grantor Trust Trustee resulting from or arising out of the Indemnified
Liabilities (including, without limitation, the reasonable legal and other
expenses of enforcing the obligations of the Nonrecourse Carveout Indemnitors
and the Issuers under this Section 12.17). The liability of each Nonrecourse
Carveout Indemnitor under this Indenture shall be direct and immediate and not
conditional or contingent upon the pursuit of any remedies against the Issuers
or any other Person, nor against the Property, and shall not be impaired or
limited by any of the following events, whether occurring with or without notice
to the Nonrecourse Carveout Indemnitors or with or without consideration:

               (i) any extensions of time for performance required by any of the
Security Documents or otherwise granted by the Indenture Trustee or extension or
renewal of this Indenture;

               (ii) any sale, assignment or foreclosure of this Indenture, the
Security Instruments or any of the other Security Documents or any sale or
transfer of any Property pursuant to the Security Documents;

               (iii) any change in the composition of the Issuer, including,
without limitation, the withdrawal or removal of one or both of the Nonrecourse
Carveout Indemnitors from any current or future position of ownership,
management or control of the Issuer;

               (iv) the accuracy or inaccuracy of the representations and
warranties made by the Issuer in any of the Security Documents;

               (v) the release of the Issuer or of any other Person or entity
from performance or observance of any of the agreements, covenants, terms or
conditions contained in any of the Security Documents by operation of law, the
Indenture Trustee's voluntary act or otherwise; or

               (vi) the modification of the terms of any one or more of the
Security Documents.

         Each Nonrecourse Carveout Indemnitor hereby acknowledges that the
Indenture Trustee would not enter into this Indenture but for the personal
liability undertaken by such Nonrecourse Carveout Indemnitor as expressly set
forth and limited above. Each Nonrecourse Carveout Indemnitor agrees that it
shall not demand or accept any payment from the Issuer in respect of any amounts
owing or paid by such Nonrecourse Carveout Indemnitor hereunder until such time
as the Notes have been paid in full.

         Notwithstanding anything to the contrary in this Indenture or any of
the Security Documents, the Indenture Trustee shall not be deemed to have waived
any right which the Indenture Trustee may have under Sections 506(a), 506(b),
1111(b) or any other provisions of the Bankruptcy Code to file a claim for the
full amount of the debt secured by the Security Instruments or to require that
all collateral shall continue to secure all of the debt owing to the Indenture
Trustee in accordance with the Security Documents; provided, however, that the
foregoing sentence shall not create any additional liability for the Nonrecourse
Carveout Indemnitors other than that set forth elsewhere in this Indenture.



                                      -90-
<PAGE>

         Section 12.18. Certificate Insurer Rights.

         If a Certificate Insurer Default has occurred and is continuing, any
provision herein giving the Certificate Insurer the right to direct, appoint,
consent to, approve of, or take any action (or waive any action) hereunder shall
be inoperative; provided, however, that upon the cure of any such Certificate
Insurer Default, such rights shall be reinstated.

         Section 12.19. No Bankruptcy Petition Against the Issuer or its General
Partner.

         Each of the Indenture Trustee and the Certificate Insurer agrees (and
each Noteholder by its acceptance of a Note shall be deemed to agree) that,
prior to the date that is one year and one day after the payment in full of all
amounts payable with respect to all of the Notes, it will not institute against
the Issuer or its General Partner, or join any other Person in instituting
against the Issuer or its General Partner, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other proceedings under
the laws of the United States or any state of the United States. This Section
12.19 shall survive the termination of this Indenture.

         Section 12.20. Limitation on Liability.

         Notwithstanding anything to the contrary contained in this Agreement
the obligations of the Issuer under this Indenture are solely the corporate
obligations of the Issuer and shall be payable by the Issuer solely (a) from
funds available pursuant to, and in accordance with the payment priorities set
forth in Section 3.02(b) of this Indenture or (b) to the extent that it receives
additional funds designated for such purposes or to the extent that it has
additional funds available (other than funds described in the preceding clause
(i)) that would be in excess of amounts that would be necessary to pay the debt
and other obligations of the Issuer, incurred in accordance with its limited
partnership agreement or other organizational documents and all financing
documents to which it is a party as they come due. In addition, no amount owing
by the Issuer hereunder in excess of the liabilities that it is required to pay
in accordance with the preceding sentence shall constitute a "claim" (as defined
in Section 101(5) of the Bankruptcy Code) against it. Except as set forth in
Section 12.17, no recourse shall be had for the payment of any amount owing
hereunder or any other obligation of, or claim against, the Issuer, arising out
of or based upon this Indenture against any member, partner, employee, officer,
agent, director or authorized person of the Issuer or its general partner;
provided, however, that the foregoing shall not relieve any such person, or
entity of any liability they might otherwise have as a result of fraudulent
actions or omissions taken by them nor shall the foregoing relieve any person of
any liability expressly undertaken by such person under the Security Documents.



                                      -91-
<PAGE>

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

                                    USRP FUNDING 2001-A, L.P.
                                      By: USRP (SFGP), LLC, its general partner

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


                                    WELLS FARGO BANK MINNESOTA, N.A.
                                    as Indenture Trustee


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


                                    MBIA INSURANCE CORPORATION
                                    as Certificate Insurer


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




                                      -92-
<PAGE>

                                    With respect to Section 12.17 only:

                                    U.S. RESTAURANT PROPERTIES, INC., as
                                    Nonrecourse Carveout Indemnitor

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


                                    U.S. RESTAURANT PROPERTIES OPERATING L.P.,
                                    as Nonrecourse Carveout Indemnitor

                                    By: USRP MANAGING, INC., its general partner

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



                                      -93-
<PAGE>

STATE OF        )
                ) ss.:
COUNTY OF       )

         On this [___] day of August 2001, before me, the undersigned officer,
personally appeared _______________, and acknowledged himself to me to be the
_____________ of _____________, acting in its capacity as ________________, and
that as such officer, being duly authorized to do so pursuant to such entity's
by-laws or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself or herself as such officer as his or her free and
voluntary act and deed and the free and voluntary act and deed of said entity.

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




                                        ----------------------------------------
                                        Notary Public


NOTARIAL SEAL


                                      -94-
<PAGE>

STATE OF        )
                ): ss.:
COUNTY OF       )

         On this [___] day of August 2001, before me, the undersigned officer,
personally appeared __________, and acknowledged himself to me to be the
___________ of _______________, and that as such officer, being duly authorized
to do, executed and acknowledged the foregoing instrument for the purposes
therein contained, by signing the name of such entity by himself or herself as
such officer as his or her free and voluntary act and deed and the free and
voluntary act and deed of said entity.

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




                                        ----------------------------------------
                                        Notary Public


NOTARIAL SEAL



                                      -95-
<PAGE>

                                    EXHIBIT A

                              FORM OF CLASS A NOTE

                           USRP FUNDING 2001-A, L.P.
                         TRIPLE NET LEASE MORTGAGE NOTES


Note Interest Rate: Adjustable            Note Principal Balance of the Class A
                                          Notes as of the Closing Date:
                                          $180,000,000

Date of Indenture: As of August 1, 2001   Initial Note Principal Balance of this
                                          Class A Note as of the Closing Date:
                                          $180,000,000

Closing Date: August 14, 2001

First Payment Date: September 26, 2001    Stated Maturity: August 28, 2006

Issuer: USRP Funding 2001-A, L.P.         Registered Holder: Wells Fargo Bank
                                          Minnesota, N.A., as Grantor Trust
                                          Trustee under the Grantor Trust
                                          Agreement dated August 1, 2001 for the
                                          benefit of the Certificateholders

Indenture Trustee:
Wells Fargo Bank Minnesota, N.A.


Note No. [__]



                                       A-1
<PAGE>

THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. THE
ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF
1940, AS AMENDED (THE "1940 ACT"). ANY SALE, OFFER, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS NOTE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN
A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.05 OF THE INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS NOTE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.05 OF THE INDENTURE REFERRED TO HEREIN.

NEITHER THIS NOTE NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON.

PAYMENTS IN REDUCTION OF THE NOTE PRINCIPAL BALANCE OF THIS NOTE MAY BE MADE AS
SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING NOTE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that the Registered Holder is the registered owner of
this Note which is one of a series of notes (collectively, the "Notes") issued
by the Issuer referred to above pursuant to the Amended and Restated Indenture,
dated as of August 1, 2001 (the "Indenture"), among the Issuer, the Indenture
Trustee and the Certificate Insurer referred to above, on behalf of the holders
of the Notes (the "Noteholders"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Note is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Note by
virtue of the acceptance hereof assents and by which such Holder is bound.

         The Issuer, for value received, hereby promises to pay to the
Registered Holder hereof, or registered assigns, the principal sum of
$180,000,000 no later than August 26, 2006.

         Pursuant to the terms of the Indenture, payments will be made on the
Notes, pro rata among all of the Notes based on their respective Note Principal
Balance, on the 26th day of each month or, if any such day is not a business
day, then on the next succeeding business day (each, a "Payment Date"),



                                       A-2
<PAGE>

commencing on the first Payment Date specified above, to the Person in whose
name this Note is registered at the close of business on the related Record
Date. All payments made under the Indenture on this Note will be made by the
Indenture Trustee by wire transfer of immediately available funds to the account
of the Person entitled thereto at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided the Indenture
Trustee with wiring instructions prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
payments), or otherwise by check mailed to the address of such Noteholder as it
appears in the Note Register. Notwithstanding the foregoing, the final payment
on this Note will be made in like manner, but only upon presentation and
surrender of this Note at the offices of the Indenture Trustee or such other
location specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Note that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.

         Any payment to the Holder of this Note in reduction of the Note
Principal Balance hereof is binding on such Holder and all future Holders of
this Note and any Note issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such payment is made upon this Note.

         The Notes are issuable in fully registered form only without coupons in
minimum denominations specified in the Indenture. As provided in the Indenture
and subject to certain limitations therein set forth, this Note is exchangeable
for new Notes in authorized denominations evidencing the same aggregate Note
Principal Balance, as requested by the Holder surrendering the same.

         No transfer, sale, pledge or other disposition of this Note or interest
therein shall be made unless that transfer, sale, pledge or other disposition is
exempt from the registration and/or qualification requirements of the Securities
Act and any applicable state securities laws, or is otherwise made in accordance
with the Securities Act and such state securities laws. If a transfer of this
Note is to be made without registration under the Securities Act (other than in
connection with the initial issuance thereof or a transfer thereof by the
Issuer), then the Note Registrar shall refuse to register such transfer unless
it receives (and upon receipt, may conclusively rely upon) (i) a certificate
from the Noteholder desiring to effect such transfer substantially in the form
attached as Exhibit C-1A of the Indenture or such other certification reasonably
acceptable to the Indenture Trustee; or (ii) a certificate from such Noteholder
substantially in the form attached as Exhibit C-1B of the Indenture or such
other certification reasonably acceptable to the Indenture Trustee and a
certificate from such Noteholder's prospective transferee substantially in the
form attached hereto as Exhibit C-2A or C-2B of the Indenture or such other
certification reasonably acceptable to the Indenture Trustee; or (iii) an
opinion of counsel satisfactory to the Indenture Trustee to the effect that such
transfer may be made without registration under the Securities Act (which
opinion of counsel will not be an expense of the Issuer, the Indenture Trustee
or the Note Registrar in their respective capacities as such), together with the
written certifications as to the facts surrounding such transfer from the
Noteholder desiring to effect such transfer or such Noteholder's prospective
transferee on which such opinion of counsel is based.

         Any purchaser of this Note will be deemed to have represented that
either (a) it is not an ERISA Plan, an IRA or a Keogh Plan and is not purchasing
this Note by or on behalf of or with "plan assets" of an ERISA Plan, an IRA or a
Keogh Plan or (b) the purchase of this Note by or on behalf of or with "plan
assets" of an ERISA Plan, an IRA or a Keogh Plan is permissible under applicable
law, will not result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code.



                                       A-3
<PAGE>

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note Register upon
surrender of this Note for registration of transfer at the offices of the Note
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Note Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Notes in authorized denominations evidencing the same aggregate Note Principal
Balance will be issued to the designated transferee or transferees.

         No service charge will be imposed for any registration of transfer or
exchange of this Note, but the Indenture Trustee or the Note Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Note.

         The Issuer, the Indenture Trustee, the Note Registrar and any agent
thereof may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, and none of the Issuer, the Indenture Trustee, the Note
Registrar or any such agent shall be affected by notice to the contrary.

         The Indenture will be discharged (except with respect to certain
continuing rights specified in the Indenture) (a)(1) upon the delivery to the
Indenture Trustee for cancellation of all of the Notes other than Notes which
have been mutilated, lost or stolen and have been replaced or paid and Notes for
which money has been deposited in trust for the full payment thereof (and
thereafter repaid to the Issuer and discharged from such trust) as provided in
the Indenture or (2) at such time as all Notes not previously canceled by the
Indenture Trustee have become, or, on the next Payment Date, will become, due
and payable or called for redemption and the Issuer shall have deposited with
the Indenture Trustee an amount sufficient to repay all of the Notes and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

         Unless the certificate of authentication hereon has been executed by
the Note Registrar, by manual signature, this Note shall not be entitled to any
benefit under the Indenture or be valid for any purpose.

         This Note shall be construed in accordance with the internal laws of
the State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.



                                       A-4
<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed.

Dated: August 14, 2001

                                       USRP FUNDING 2001-A, L.P.
                                       By: USRP (SFGP), LLC, its General Partner

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



                                       A-5
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class A Notes referred to in the within-mentioned
Indenture.

Dated: August 14, 2001


                                  ----------------------------------------------
                                  as [Indenture Trustee][Authenticating Agent]




                                  By:
                                     -------------------------------------------
                                                Authorized Officer



                                       A-6
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

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

(please print or typewrite name and address including postal zip code of
assignee)

the within Note and hereby authorize(s) the registration of transfer of such
Note to assignee on the Note Register.

         I (we) further direct the Note Registrar to issue a new Note of a like
Note Principal Balance to the above named assignee and deliver such Note to the
following address:

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

--------------------------------------------------------------------------------
Dated:


                                        ---------------------------------------
                                        Signature by or on behalf of Assignor


                                        ---------------------------------------
                                        Signature Guaranteed


                              PAYMENT INSTRUCTIONS

         The Assignee should include the following for purposes of payment:

         Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
_________________________________________________________________ for the
account of ____________________________________________________________________.

         Payments made by check (such check to be made payable to _____________)
and all applicable statements and notices should be mailed to __________________
_______________________________________________________________________________.

         This information is provided by ___________________________, the
Assignee named above, or ____________________________________, as its agent.



                                       A-7
<PAGE>

                                    EXHIBIT B



                                   [RESERVED]


<PAGE>

                                  EXHIBIT C-1A

                      FORM I OF TRANSFEROR CERTIFICATE FOR
                               TRANSFERS OF NOTES

                                      Date

Attention:

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS) -- MAC # N9303-121

Re:   USRP Funding 2001-A, L.P.
      Triple Net Lease Mortgage Notes (the "Notes")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
__________ (the "Transferor") to ___________ (the "Transferee") of Class A Notes
(the "Transferred Notes") having an initial Note Principal Balance as of August
14, 2001 (the "Closing Date") of $_______ evidencing a % Percentage Interest in
such Class. The Notes, including the Transferred Notes, were issued pursuant to
an Indenture, dated as of August 1, 2001, relating to the referenced Notes. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Indenture. The Transferor hereby certifies, represents and warrants to you,
as Note Registrar, that:

                  1. The Transferor is the lawful Owner of the Transferred Notes
         with the full right to transfer such Notes free from any and all claims
         and encumbrances whatsoever.

                  2. Neither the Transferor nor anyone acting on its behalf has
         (a) offered, transferred, pledged, sold or otherwise disposed of any
         Note, any interest in any Note or any other similar security to any
         person in any manner, (b) solicited any offer to buy or accept a
         transfer, pledge or other disposition of any Note, any interest in any
         Note or any other similar security from any person in any manner, (c)
         otherwise approached or negotiated with respect to any Note, any
         interest in any Note or any other similar security with any person in
         any manner, (d) made any general solicitation by means of general
         advertising or in any other manner, or (e) taken any other action,
         which (in the case of any of the acts described in clauses (a) through
         (e) hereof) would constitute a payment of any Transferred Note under
         the Notes Act of 1933, as amended (the "Securities Act"), or would
         render the disposition of any Transferred Note a violation of Section 5
         of the Securities Act or any state securities laws, or would require
         registration or qualification of any Transferred Note pursuant to the
         Securities Act or any state securities laws.

                  3. The Transferor and any person acting on behalf of the
         Transferor in this matter reasonably believe that the Transferee is a
         "qualified institutional buyer" as that term is defined in


                                     C-1A-1
<PAGE>

         Rule 144A ("Rule 144A') under the Securities Act (a "Qualified
         Institutional Buyer") purchasing for its own account or for the account
         of a Qualified Institutional Buyer. In determining whether the
         Transferee is a Qualified Institutional Buyer, the Transferor and any
         person acting on behalf of the Transferor in this matter have relied
         upon the following method(s) of establishing the Transferee's ownership
         and discretionary investments of securities (check one or more):

                  -- (a) The Transferee's most recent publicly available
         financial statements, which statements present the information as of a
         date within 16 months preceding the date of sale of the Transferred
         Note in the case of a U.S. purchaser and within 18 months preceding
         such date of sale for a foreign purchaser; or

                  -- (b) The most recent publicly available information
         appearing in documents filed by the Transferee with the Securities and
         Exchange Commission or another United States federal, state, or local
         governmental agency or self-regulatory organization, or with a foreign
         governmental agency or self-regulatory organization, which information
         is as of a date within 16 months preceding the date of sale of the
         Transferred Note in the case of a U.S. purchaser and within 18 months
         preceding such date of sale for a foreign purchaser; or

                  -- (c) The most recent publicly available information
         appearing in a recognized securities manual, which information is as of
         a date within 16 months preceding the date of sale of the Transferred
         Note in the case of a U.S. purchaser and within 18 months preceding
         such date of sale for a foreign purchaser; or

                  -- (d) A certification by the chief financial officer, a
         person fulfilling an equivalent function, or other executive officer of
         the Transferee, specifying the amount of securities owned and invested
         on a discretionary basis by the Transferee as of a specific date on or
         since the close of the Transferee's most recent fiscal year, or, in the
         case of a Transferee that is a member of a "family of investment
         companies," as that term is defined in Rule 144A, a certification by an
         executive officer of the investment adviser specifying the amount of
         securities owned by the "family of investment companies" as of a
         specific date on or since the close of the Transferee's most recent
         fiscal year.

                  4. The Transferor and any person acting on behalf of the
         Transferor understand that in determining the aggregate amount of
         securities owned and invested on a discretionary basis by an entity for
         purposes of establishing whether such entity is a Qualified
         Institutional Buyer:

                  (a) the following instruments and interests shall be excluded:
         securities of the Issuer that are affiliated with the Transferee;
         securities that are part of an unsold allotment to or subscription by
         the Transferee, if the Transferee is a dealer; securities of the Issuer
         that are part of the Transferee's "family of investment companies," if
         the Transferee is a registered investment company; bank deposit notes
         and certificates of deposit; loan participations; repurchase
         agreements; securities owned but subject to a repurchase agreement; and
         currency, interest rate and commodity swaps;

                  (b) aggregate value of the securities shall be the cost of
         such securities, except where the entity reports its securities
         holdings in its financial statements on the basis of their market
         value, and no current information with respect to the cost of those
         securities has been published, in which case the securities may be
         valued at market;



                                     C-1A-2
<PAGE>

                  (c) securities owned by subsidiaries of the entity that are
         consolidated with the entity in its financial statements prepared in
         accordance with generally accepted accounting principles may be
         included if the investments of such subsidiaries are managed under the
         direction of the entity, except that, unless the entity is a reporting
         company under Section 13 or 15(d) of the Exchange Act, securities owned
         by such subsidiaries may not be included if the entity itself is a
         majority owned subsidiary that would be included in the consolidated
         financial statements of another enterprise.

                  5. The Transferor or a person acting on its behalf has taken
         reasonable steps to ensure that the Transferee is aware that the
         Transferor is relying on the exemption from the provisions of Section 5
         of the Securities Act provided by Rule 144A.

                  6. The Transferor or a person acting on its behalf has
         furnished, or caused to be furnished, to the Transferee all information
         regarding (a) the Transferred Notes and payments thereon, (b) the
         nature, performance and servicing of the Notes and the Properties, (c)
         the Indenture, the Property Management Agreement and the Security
         Documents and (d) any credit enhancement mechanism associated with the
         Transferred Notes, that the Transferee has requested.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferor)

                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------



                                     C-1A-3
<PAGE>
                                  EXHIBIT C-1B

                       FORM II OF TRANSFEROR CERTIFICATE
                             FOR TRANSFERS OF NOTES

                                      Date

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS) -- MAC # N9303-121

Re: USRP Funding 2001-A, L.P.
    Triple Net Lease Mortgage Notes (the "Notes")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
(the "Transferor") to (the "Transferee") of Class A Notes (the "Transferred
Notes") having an initial Note Principal Balance as of August 14, 2001 (the
"Closing Date") of $       evidencing a      % Percentage Interest in such
Class. The Notes, including the Transferred Notes, were issued pursuant to an
Indenture, dated as of August 1, 2001, relating to the referenced Notes. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Indenture. The Transferor hereby certifies, represents and warrants to you,
as Note Registrar, that:

               1. The Transferor is the lawful Owner of the Transferred Notes
         with the full right to transfer such Notes free from any and all claims
         and encumbrances whatsoever.

               2. Neither the Transferor nor anyone acting on its behalf has (a)
         offered, transferred, pledged, sold or otherwise disposed of any Note,
         any interest in any Note or any other similar security to any person in
         any manner, (b) solicited any offer to buy or accept a transfer, pledge
         or other disposition of any Note, any interest in any Note or any other
         similar security from any person in any manner, (c) otherwise
         approached or negotiated with respect to any Note, any interest in any
         Note or any other similar security with any person in any manner, (d)
         made any general solicitation by means of general advertising or in any
         other manner, or (e) taken any other action, which (in the case of any
         of the acts described in clauses (a) through (e) hereof) would
         constitute a payment of any Transferred Note under the Securities Act
         of 1933, as amended (the "Securities Act"), or would




                                     C-1B-1
<PAGE>

         render the disposition of any Transferred Note a violation of Section 5
         of the Securities Act or any state securities laws, or would require
         registration or qualification of any Transferred Note pursuant to the
         Securities Act or any state securities laws.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferor)

                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------



                                     C-1B-2
<PAGE>

                                  EXHIBIT C-2

                       FORM OF TRANSFEREE CERTIFICATE FOR
              TRANSFERS OF NOTES TO QUALIFIED INSTITUTIONAL BUYERS

                                      Date

Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479-0113

Attention: Corporate Trust Services (CMBS) -- MAC # N9303-121

Re: USRP Funding 2001-A, L.P.
    Triple Net Lease Mortgage Notes (the "Notes")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer
by           (the "Transferor") to (the "Transferee") of Class A Notes
(the "Transferred Notes") having an initial Notes Principal Balance as of
August 14, 2001 (the "Closing Date") of $          evidencing a     %
Percentage Interest in such Class. The Notes, including the Transferred
Notes, were issued pursuant to an Indenture, dated as of August 1, 2001,
relating to the referenced Notes. All terms used herein and not otherwise
defined shall have the meanings set forth in the Indenture. The Transferee
hereby certifies, represents and warrants to you, as Note Registrar, that:

                  1. The Transferee is a "qualified institutional buyer" (a
         "Qualified Institutional Buyer") as that term is defined in Rule 144A
         ("Rule 144A") under the Securities Act of 1933, as amended, and has
         completed one of the forms of certification to that effect attached
         hereto as Annex A and Annex B. The Transferee is aware that the sale to
         it of the Transferred Notes is being made in reliance on Rule 144A. The
         Transferee is acquiring the Transferred Notes for its own account or
         for the account of a Qualified Institutional Buyer, and understands
         that such Transferred Notes may be resold, pledged or transferred only
         (i) to a person reasonably believed to be a Qualified Institutional
         Buyer that purchases for its own account or for the account of a
         Qualified Institutional Buyer to whom notice is given that the resale,
         pledge or transfer is being made in reliance on Rule 144A, or (ii)
         pursuant to another exemption from registration under the Securities
         Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Transferred Notes and payments thereon, (b) the
         nature, performance and servicing of the Notes and the



                                      C-2-1
<PAGE>

         Properties, (c) the Indenture, the Property Management Agreement and
         the Security Documents and (d) any credit enhancement mechanism
         associated with the Transferred Notes, that it has requested.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferor)

                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------



                                      C-2-2
<PAGE>


                                                          ANNEX A TO EXHIBIT C-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           for Transferees other than Registered Investment Companies

         The undersigned hereby certifies as follows to name of Transferor (the
"Transferor") and name of Note Registrar, as Note Registrar, with respect to the
Notes being transferred (the "Transferred Notes") as described in the Transferee
Note to which this certification relates and to which this certification is an
Annex:

                  1. As indicated below, the undersigned is the chief financial
         officer, a person fulfilling an equivalent function, or other executive
         officer of the entity purchasing the Transferred Notes (the
         "Transferee").

                  2. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A under the Securities Act of 1933 ("Rule
         144A') because (i) the Transferee owned and/or invested on a
         discretionary basis $(2) in securities (other than the excluded
         securities referred to below) as of the end of the Transferee's most
         recent fiscal year (such amount being calculated in accordance with
         Rule 144A) and (ii) the Transferee satisfies the criteria in the
         category marked below.

         --       Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

        --        Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Note in the case of a U.S.
                  bank, and not more than 18 months preceding such date of sale
                  for a foreign bank or equivalent institution.

        --        Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Note in the case of a U.S.
                  savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

----------

(2) Transferee must own and/or invest on a discretionary basis at least
    $100,000,000 in securities unless Transferee is a dealer, and, in that case,
    Transferee must own and/or invest on a discretionary basis at least
    $10,000,000 in securities.



                                      C-2-3
<PAGE>

         --       Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934.

         --       Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

         --       State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         --       ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

        --        Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         --       Other. (Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex B rather than this Annex A.)

                  3. The term "securities" as used herein does not include (i)
         securities of the Issuer that are affiliated with the Transferee, (ii)
         securities that are part of an unsold allotment to or subscription by
         the Transferee, if the Transferee is a dealer, (iii) bank deposit notes
         and certificates of deposit, (iv) loan participations, (v) repurchase
         agreements, (vi) securities owned but subject to a repurchase agreement
         and (vii) currency, interest rate and commodity swaps. For purposes of
         determining the aggregate amount of securities owned and/or invested on
         a discretionary basis by the Transferee, the Transferee did not include
         any of the securities referred to in this paragraph.

                  4. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by the
         Transferee, the Transferee used the cost of such securities to the
         Transferee, unless the Transferee reports its securities holdings in
         its financial statements on the basis of their market value, and no
         current information with respect to the cost of those securities has
         been published, in which case the securities were valued at market.
         Further, in determining such aggregate amount, the Transferee may have
         included securities owned by subsidiaries of the Transferee, but only
         if such subsidiaries are consolidated with the Transferee in its
         financial statements prepared in accordance with generally accepted
         accounting principles and if the investments of such subsidiaries are
         managed under the Transferee's direction. However, such securities were
         not included if the Transferee is a majority-owned, consolidated
         subsidiary of another enterprise and the Transferee is not itself a
         reporting company under the Securities Exchange Act of 1934.

                  5. The Transferee acknowledges that it is familiar with Rule
         144A and understands that the Transferor and other parties related to
         the Transferred Notes are relying and will continue




                                      C-2-4
<PAGE>

         to rely on the statements made herein because one or more sales to the
         Transferee may be in reliance on Rule 144A.

              ___ ___ Will the Transferee be purchasing the Transferred Notes
              Yes No  only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no," then in
         each case where the Transferee is purchasing for an account other than
         its own, such account belongs to a third party that is itself a
         "qualified institutional buyer" within the meaning of Rule 144A, and
         the "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7. The Transferee will notify each of the parties to which
         this certification is made of any changes in the information and
         conclusions herein. Until such notice is given, the Transferee's
         purchase of the Transferred Notes will constitute a reaffirmation of
         this certification as of the date of such purchase. In addition, if the
         Transferee is a bank or savings and loan as provided above, the
         Transferee agrees that it will furnish to such parties any updated
         annual financial statements that become available on or before the date
         of such purchase, promptly after they become available.


                                        ----------------------------------------
                                        Print Name of Transferee


                                        By:
                                           -------------------------------------

                                        Name:
                                             -----------------------------------

                                        Title:
                                              ----------------------------------

                                        Date:
                                             -----------------------------------



                                      C-2-5
<PAGE>

                                                          ANNEX B TO EXHIBIT C-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

            for Transferees that are Registered Investment Companies

         The undersigned hereby certifies as follows to name of Transferor (the
"Transferor") and name of Note Registrar, as Note Registrar, with respect to the
Notes being transferred (the "Transferred Notes") as described in the Transferee
Note to which this certification relates and to which this certification is an
Annex:

                  1. As indicated below, the undersigned is the chief financial
         officer, a person fulfilling an equivalent function, or other executive
         officer of the entity purchasing the Transferred Notes (the
         "Transferee") or, if the Transferee is a "qualified institutional
         buyer" as that term is defined in Rule 144A under the Securities Act of
         1933 ("Rule 144A') because the Transferee is part of a Family of
         Investment Companies (as defined below), is an executive officer of the
         investment adviser (the "Adviser").

                  2. The Transferee is a "qualified institutional buyer" as
         defined in Rule 144A because (i) the Transferee is an investment
         company registered under the Investment Company Act of 1940, and (ii)
         as marked below, the Transferee alone owned and/or invested on a
         discretionary basis, or the Transferee's Family of Investment Companies
         owned, at least $100,000,000 in securities (other than the excluded
         securities referred to below) as of the end of the Transferee's most
         recent fiscal year. For purposes of determining the amount of
         securities owned by the Transferee or the Transferee's Family of
         Investment Companies, the cost of such securities was used, unless the
         Transferee or any member of the Transferee's Family of Investment
         Companies, as the case may be, reports its securities holdings in its
         financial statements on the basis of their market value, and no current
         information with respect to the cost of those securities has been
         published, in which case the securities of such entity were valued at
         market.

         --       The Transferee owned and/or invested on a discretionary basis
                  in securities (other than the excluded securities referred to
                  below) as of the end of the Transferee's most recent fiscal
                  year (such amount being calculated in accordance with Rule
                  144A).

         --       The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
         means two or more registered investment companies (or series thereof)
         that have the same investment adviser or investment advisers that are
         affiliated (by virtue of being majority owned subsidiaries of the same
         parent or because one investment adviser is a majority owned subsidiary
         of the other).

                  4. The term "securities" as used herein does not include (i)
         securities of the Issuer that are affiliated with the Transferee or are
         part of the Transferee's Family of Investment Companies, (ii) bank
         deposit notes and certificates of deposit, (iii) loan participations,
         (iv) repurchase agreements, (v) securities owned but subject to a
         repurchase agreement and (vi) currency, interest rate and



                                      C-2-6
<PAGE>

         commodity swaps. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by the
         Transferee, or owned by the Transferee's Family of Investment
         Companies, the securities referred to in this paragraph were excluded.

                  5. The Transferee is familiar with Rule 144A and understands
         that the parties to which this certification is being made are relying
         and will continue to rely on the statements made herein because one or
         more sales to the Transferee will be in reliance on Rule 144A.

         Will the Transferee be purchasing the Transferred Notes only for the
Yes No Transferee's own account?

                  6. If the answer to the foregoing question is "no," then in
         each case where the Transferee is purchasing for an account other than
         its own, such account belongs to a third party that is itself a
         "qualified institutional buyer" within the meaning of Rule 144A, and
         the "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7. The undersigned will notify the parties to which this
         certification is made of any changes in the information and conclusions
         herein. Until such notice, the Transferee's purchase of the Transferred
         Notes will constitute a reaffirmation of this certification by the
         undersigned as of the date of such purchase.


                                        ----------------------------------------
                                        Print Name of Transferee or Adviser

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
                                        IF AN ADVISER:

                                        ----------------------------------------
                                        Print Name of Transferee
                                        Date:
                                             -----------------------------------



                                      C-2-7
<PAGE>

                                    EXHIBIT D

                   FORM OF CERTIFICATE REGARDING INFORMATION
                              REQUEST BY NOTEHOLDER


                                                        [Date]

Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044

Attention: Corporate Trust Services (CMBS) / USRP Funding 2001-A

                  In accordance with Section 7.02 of the Indenture, dated as of
August 1, 2001 (the "Indenture"), between USRP Funding 2001-A, L.P., as issuer
(the "Issuer") and Wells Fargo Bank Minnesota, N.A., a national banking
association, not in its individual capacity, but solely as Indenture Trustee
(the "Indenture Trustee"), with respect to the Triple Net Lease Mortgage Notes
(the "Notes"), the undersigned hereby certifies and agrees as follows:

                  1. The undersigned is the beneficial owner of the Class A
         Notes.

                  2. The undersigned is requesting the information identified on
         the schedule attached hereto pursuant to Section 7.02 of the Indenture
         (the "Information") for use in evaluating its investment in the Class A
         Notes.

                  3. In consideration of the Indenture Trustee's disclosure to
         the undersigned of the Information, the undersigned will keep the
         Information confidential (except from such outside persons as are
         assisting it in making the evaluation described in paragraph 2), and
         such Information will not, without the prior written consent of the
         Indenture Trustee, be disclosed by the undersigned or by its officers,
         directors, partners employees, agents or representatives (collectively,
         the "Representatives") in any manner whatsoever, in whole or in part.

                  4. The undersigned will not use or disclose the Information in
         any manner which could result in a violation of any provision of the
         Securities Act of 1933, as amended (the "Securities Act"), or the
         Securities Exchange Act of 1934, as amended, or would require
         registration of any Note pursuant to Section 5 of the Securities Act.

                  5. The undersigned shall be fully liable for any breach of
         this agreement by itself or any of its Representatives and shall
         indemnify the Issuer and the Indenture Trustee for any loss, liability
         or expense incurred thereby with respect to any such breach by the
         undersigned or any of its Representatives.

                  Capitalized terms used but not defined herein shall have the
respective meanings assigned thereto in the Indenture.



                                       D-1

<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused its name to be
signed hereto by its duly authorized officer, as of the day and year written
above.

                                       [NOTEHOLDER OF A NOTE]



                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Title:
                                              ----------------------------------
                                       Phone Number:
                                                     ---------------------------



                                       D-2
<PAGE>

                                    EXHIBIT E

                          NOTICE OF REQUEST FOR RELEASE

                                                __________________, 20_____

Wells Fargo Bank Minnesota, N.A.
1031 10th Avenue, S.E.
Minneapolis, Minnesota 55414

Attention: Corporate Trust Services (CMBS) / USRP Funding 2001-A

Ladies and Gentlemen:

         We refer to those certain Notes made by us in the original principal
sum of $___________ secured by premises known as _____________, [CITY], [STATE],
[________________, [CITY], [STATE], and ______________, [CITY], [STATE] pursuant
to [those certain] Mortgage(s)/Deed(s) of Trust covering said premises
([COLLECTIVELY] the "Security Instruments") and the Indenture made by and
between us and the Indenture Trustee, each dated as of August 1, 2001. This
certificate is delivered to you as Indenture Trustee, pursuant to Section 8.01
of the Indenture. All capitalized terms used herein shall have the same meanings
herein as they have in the Indenture.

         On or about ___________ ____, 20___ (the "Release Date"), we shall
deliver to you $____________, together with all other sums required under the
Indenture. Upon receipt of such funds, please execute the Property Release
documentation attached hereto (the "Release Documents") and confirm that the
conditions set forth in Section 8.01 of the Indenture to making a Property
Release have been satisfied by signing the acknowledgment below.

         We request a Property Release of the premises known as ______________,
[CITY], [STATE] (the "Release Premises") pursuant to Section 8.01 of the
Indenture covering the Release Premises. In order to induce you to make a
Property Release of the Release Premises from the lien of the related Security
Instruments, the undersigned hereby represents and certifies as follows:

         (a)      No Event of Default has occurred and is continuing.

         (b)      All legal, record, beneficial and economic interests of the
                  Release Premises shall, on the Release Date, simultaneously
                  with the Property Release, be transferred and conveyed to a
                  Release Premises Transferee.

         (c)      Each other condition to such Property Release set forth in
                  Section 8.01 of the Indenture has been satisfied.

         The Issuer hereby requests a Property Release of the Release Premises
from the lien of the Security Instrument and related Security Documents by
returning the executed Release Documentation and a copy of this Request for
Release with the signed acknowledgment to the following address [_____________].



                                       E-1
<PAGE>

                                         USRP Funding 2001-A, L.P.


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



Acknowledged this ___ day of
______________, 20__.



Wells Fargo Bank Minnesota, N.A.,
as Indenture Trustee


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




                                       E-2
<PAGE>

                                    EXHIBIT F

                   FORM OF CERTIFICATION OF INDENTURE TRUSTEE

USRP Funding 2001-A, L.P.
12240 Inwood Road, Suite 300
Dallas, Texas 75244
Attention: Asset Management Department
Telephone: (972) 387-1487
Facsimile: (972) 490-9119

U.S. Restaurant Properties Operating L.P.
12240 Inwood Road, Suite 300
Dallas, Texas 75244
Attention: Asset Management Department
Telephone: (972) 387-1487
Facsimile: (972) 490-9119

MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: IPM Surveillance, Structured Finance
Telephone: (914) 765-3483
Facsimile: (914) 765-3555

         Re: USRP Funding 2000-A, LP, Triple Net Lease Mortgage Notes (the
             "Notes")

Ladies and Gentlemen:

         In accordance with the provisions of Section 2.09 of the Indenture,
dated as of August 1, 2001 (the "Indenture"), between USRP Funding 2000-A, LP,
as issuer, and Wells Fargo Bank Minnesota, N.A., as indenture trustee, the
undersigned, as Indenture Trustee, hereby certifies that, as to each Property
listed on Schedule 1 to the Contribution Agreement and except as otherwise
indicated on the exception report attached hereto (i) all documents specified in
clauses (i) through (vi) and (ix) of the definition of "Lease File" in the
Indenture are in its possession and (ii) all such documents received by it with
respect to such Property appear regular on their face and appear to relate to
such Property.

         The Indenture Trustee is not under any duty or obligation to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Leases delivered to it to determine that the same are
valid, legal, effective, genuine, enforceable, in recordable form sufficient or
appropriate for the represented purpose or that they are other than what they
purport to be on their face.



                                       F-1
<PAGE>

         Capitalized terms used herein without definition have the meanings
ascribed to them in the Indenture.

                                    Wells Fargo Bank Minnesota, N.A.,
                                    as Indenture Trustee




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



                                       F-2
<PAGE>

                                   SCHEDULE A

                                Property Schedule


<PAGE>

                                   SCHEDULE B

                              Amortization Schedule


<PAGE>

                                   SCHEDULE C

                               Litigation Schedule