<PAGE>

                                                                           MILLS

This Second Amended and Restated Deed of Trust is a modification of an 
existing Amended and Restated Deed of Trust recorded in Deed Book 2195 at 
page 713, securing a maximum principal amount of $136,000,000 on which the 
applicable recordation tax has been paid, the current outstanding principal 
balance of the indebtedness secured by which existing Amended and Restated 
Deed of Trust is $136,000,000. Further, the collateral for the Note secured 
by this Second Amended and Restated Deed of Trust is located partly within 
and partly outside the Commonwealth of Virginia and, consequently, the 
mortgage tax imposed by Virginia Code ss. 58.1-803 is partially exempt 
pursuant to ss. 58.1-801 and ss. 58.1-803B of the Code of Virginia. 
Therefore, under Virginia Code ss. 58 .1-803(C) and ss. 58.1-809, this 
instrument is subject to recordation tax only as to the $26,000,000 
increase in the non-exempt principal amount of the indebtedness 
($162,000,000) secured hereby.

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

                POTOMAC MILLS-PHASE III (MLP) LIMITED PARTNERSHIP
              and WASHINGTON OUTLET MALL (MLP) LIMITED PARTNERSHIP,

                           collectively, as Grantor

                                       to

             R. ERIC TAYLOR, a resident of Fairfax County, Virginia
                                 as Deed Trustee
                               for the benefit of

                     CS FIRST BOSTON MORTGAGE CAPITAL CORP.,

                                  as Beneficiary

                           SECOND AMENDED AND RESTATED
                DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
                               AND FIXTURE FILING

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

                         Dated: as of December 17, 1996

                         PREPARED BY AND UPON RECORDATION RETURN TO:

                         Brown & Wood LLP
                         One World Trade Center
                         57th Floor
                         New York, New York  10048

                         Attention:  David J. Weinberger, Esq.

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


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                                      INDEX

      ARTICLE I:  DEFINITIONS

      Section 1.01.  Certain Definitions...................................  6

      ARTICLE II:  COVENANTS, WARRANTIES
                   AND REPRESENTATIONS OF Grantor
      Section 2.01.  Payment of Debt....................................... 33
      Section 2.02.  Representations and Warranties of Grantor............. 33
      Section 2.03.  Further Acts, etc..................................... 43
      Section 2.04.  Recording of Deed of Trust, etc....................... 43
      Section 2.05.  Representations and Warranties as to the
                     Trust Property........................................ 44
      Section 2.06.  Removal of Lien....................................... 51
      Section 2.07.  Cost of Defending and Upholding this
                     Deed of TrustLien..................................... 52
      Section 2.08.  Use of the Trust Property............................. 52
      Section 2.09.  Financial Reports..................................... 52
      Section 2.10.  Litigation............................................ 55

      ARTICLE III:  INSURANCE AND CASUALTY RESTORATION

      Section 3.01.  Insurance Coverage.................................... 55
      Section 3.02.  Policy Terms.......................................... 58
      Section 3.03.  Assignment of Policies................................ 59
      Section 3.04.  Casualty Restoration.................................. 61
      Section 3.05.  Compliance with Insurance Requirements................ 66
      Section 3.06.  Event of Default During Restoration................... 67
      Section 3.07.  Application of Proceeds to Debt Reduction............. 67

      ARTICLE IV:  IMPOSITIONS


                                       i
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      Section 4.01.  Payment of Impositions, Utilities and 
                     Taxes, etc ........................................... 67
      Section 4.02.  Deduction from Value.................................. 68
      Section 4.03.  No Joint Assessment................................... 69
      Section 4.04.  Right to Contest...................................... 69
      Section 4.05.  No Credits on Account of the Debt..................... 70
      Section 4.06.  Documentary Stamps.................................... 70

      ARTICLE V:  CENTRAL CASH MANAGEMENT

      Section 5.01.  Cash Flow............................................. 70
      Section 5.02.  Establishment of Sub-Accounts.  ...................... 71
      Section 5.03.  Permitted Investments................................. 72
      Section 5.04.  Interest on Accounts.................................. 73
      Section 5.05.  Monthly Funding of Sub-Accounts....................... 73
      Section 5.06.  Payment of Basic Carrying Costs....................... 75
      Section 5.07.  Debt Service Payment Sub-Account...................... 76
      Section 5.08.  Recurring Replacement Reserve Sub-Account ............ 76
      Section 5.09.  Operation and Maintenance Expense Sub-Account ........ 77
      Section 5.10.  Intentionally Omitted................................. 78
      Section 5.11.  Curtailment Reserve Sub-Account....................... 78
      Section 5.12.  Intentionally Omitted................................. 78
      Section 5.13.  Loss Proceeds......................................... 78

      ARTICLE VI:  CONDEMNATION

      Section 6.01.  Condemnation.......................................... 80

      ARTICLE VII:  LEASES AND RENTS

      Section 7.01.  Assignment............................................ 82
      Section 7.02.  Management of Trust Property.......................... 83

      ARTICLE VIII:  MAINTENANCE AND REPAIR

      Section 8.01.  Maintenance and Repair of the Trust 
                     Property; Alterations; Replacement of
                     Equipment ............................................ 86


                                       ii
<PAGE>

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      ARTICLE IX:  TRANSFER OR ENCUMBRANCE OF THE Trust Property

      Section 9.01.  Other Encumbrances.................................... 88
      Section 9.02.  No Transfer........................................... 88
      Section 9.03.  Due on Sale........................................... 88

      ARTICLE X:  CERTIFICATES

      Section 10.01.  Estoppel Certificates................................ 89


                                      iii
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      ARTICLE XI:  NOTICES

      Section 11.01.  Notices.............................................. 90

      ARTICLE XII:  INDEMNIFICATION

      Section 12.01.  Indemnification Covering Trust Property ............. 91

      ARTICLE XIII:  DEFAULTS

      Section 13.01.  Events of Default.................................... 92
      Section 13.02.  Remedies............................................. 94
      Section 13.03.  Payment of Debt After Default........................ 99
      Section 13.04.  Possession of the Trust Property..................... 99
      Section 13.05.  Interest After Default............................... 99
      Section 13.06.  Grantor's Actions After Default......................100
      Section 13.07.  Control by Beneficiary After Default.................100
      Section 13.08.  Right to Cure Defaults...............................100
      Section 13.09.  Late Payment Charge..................................101
      Section 13.10.  Recovery of Sums Required to Be Paid.................101
      Section 13.11.  Marshalling and Other Matters........................102
      Section 13.12.  Tax Reduction Proceedings............................102
      Section 13.13.  General Provisions Regarding Remedies................102

      ARTICLE XIV:  COMPLIANCE WITH REQUIREMENTS

      Section 14.01.  Compliance with Legal Requirements...................103
      Section 14.02.  Compliance with Recorded Documents; No
                      Future Grants........................................104

      ARTICLE XV:  PREPAYMENT; RELEASE

      Section 15.01.  Prepayment...........................................105
      Section 15.02.  Out-Parcel Severance.................................106
      Section 15.03.  Release of Trust Property............................109


                                       iv
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      ARTICLE XVI:  ENVIRONMENTAL COMPLIANCE

      Section 16.01.  Covenants, Representations and Warranties .......... 110
      Section 16.02.  Environmental Indemnification........................113


                                       v
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      ARTICLE XVII:  ASSIGNMENTS

      Section 17.01.  Participations and Assignments.......................114

      ARTICLE XVIII:  MISCELLANEOUS

      Section 18.01.  Right of Entry.......................................115
      Section 18.02.  Cumulative Rights....................................115
      Section 18.03.  Liability............................................115
      Section 18.04.  Exhibits Incorporated................................115
      Section 18.05.  Severable Provisions.................................115
      Section 18.06.  Duplicate Originals..................................115
      Section 18.07.  No Oral Change.......................................115
      Section 18.08.  Waiver of Counterclaim, etc..........................116
      Section 18.09.  Headings; Construction of Documents; etc ............116
      Section 18.10.  Sole Discretion of Beneficiary.......................116
      Section 18.11.  Waiver of Notice.....................................116
      Section 18.12.  Covenants Run with the Land..........................116
      Section 18.13.  Applicable Law.......................................117
      Section 18.14.  Security Agreement...................................117
      Section 18.15.  Actions and Proceedings..............................118
      Section 18.16.  Usury Laws...........................................119
      Section 18.17.  Remedies of Grantor..................................119
      Section 18.18.  Offsets, Counterclaims and Defenses..................119
      Section 18.19.  No Merger............................................119
      Section 18.20.  Restoration of Rights................................120
      Section 18.21.  Waiver of Statute of Limitations.....................120
      Section 18.22.  Advances.............................................120
      Section 18.23.  Application of Default Rate Not a Waiver ............120
      Section 18.24.  Intervening Lien.....................................120
      Section 18.25.  No Joint Venture or Partnership......................121
      Section 18.26.  Time of the Essence..................................121
      Section 18.27.  Grantor's Obligations Absolute.......................121
      Section 18.28.  Publicity............................................121
      Section 18.29.  Surveillance and Site Inspection Fees................122


                                       vi
<PAGE>

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      Section 18.30.  Intentionally Omitted................................122
      Section 18.31.  Intentionally Omitted................................122
      Section 18.32.  Exculpation..........................................122
      Section 18.33.  Certain Matters Relating to Trust Property 
                      located in the Commonwealth of Virginia .............124
      Section 18.34.  Concerning the Deed Trustee..........................125
      Section 18.35.  Deed Trustee's Fees..................................126

Exhibit A - Legal Description of Premises 
Exhibit B - Initial Sub-Account Deposits 
Exhibit C - Form of Cash Flow Statement 
Exhibit D - Required Engineering Work 
Exhibit E - Form of Sufficiency Notice 
Exhibit F - Cross-collateralized Properties 
Exhibit G - Form of Direction Notice


                                      vii

<PAGE>

      THIS SECOND AMENDED AND RESTATED DEED OF TRUST, SECURITY AGREEMENT, 
ASSIGNMENT OF RENTS AND FIXTURE FILING is made as of the 17 day of 
December, 1996, by the party set forth on the signature page hereto as 
Grantor, having the address set forth on the signature page hereto 
(hereinafter referred to as "Grantor"), to R. Eric Taylor, a resident of 
Fairfax County, Virginia, having an address for notice purposes only at c/o 
Chicago Title Insurance Company, 1129 20th Street, N.W., Suite 300, 
Washington, D.C. 20036 (hereinafter referred to as "Deed Trustee") for the 
benefit of CS FIRST BOSTON MORTGAGE CAPITAL CORP. having an address at 11 
Madison Avenue, New York, New York 10010 (hereinafter referred to as 
"Beneficiary").

                               W I T N E S E T H:

      WHEREAS, this Deed of Trust amends and restates in its entirety that 
certain Amended and Restated Deed of Trust, Security Agreement, Assignment 
of Rents and Fixtures Filing from Grantor to Deed Trustee, as trustee for 
the benefit of La Salle National Bank, as Trustee and assignee of Potomoc 
Mills Finance Corp., as beneficiary, dated as of October 1, 1994, and 
recorded in Prince William County, Virginia at Book 2195 Page 713, which 
prior deed of trust secures certain indebtedness evidenced by a Promissory 
Note dated as of October 26, 1994 (the "Prior Note") in the original 
principal amount of $136,000,000, having an outstanding principal balance 
on the date hereof of $136,000,000;

      WHEREAS, Beneficiary has authorized a loan (hereinafter referred to 
as the "Loan") to the Cross-collateralized Borrowers in the maximum 
principal sum of TWO HUNDRED EIGHTY-FOUR MILLION and No/100 Dollars 
($284,000,000.00) (hereinafter referred to as the "Loan Amount"), which 
Loan is evidenced by that certain note, dated the date hereof (hereinafter 
referred to as the "Note") given by the Cross-collateralized Borrowers, as 
maker, to Beneficiary, as payee, the proceeds of which will be used, in 
part, to refinance the Prior Note;

      WHEREAS, in consideration of the Loan, the Cross-collateralized 
Borrowers have agreed to make payments in amounts sufficient to pay and 
redeem, and provide for the payment and redemption of the principal of, 
premium, if any, and interest on the Note when due;

<PAGE>

      WHEREAS, Grantor desires by this Deed of Trust to provide for, among 
other things, the issuance of the Note and for the deposit, deed and pledge 
by Grantor with, and the creation of a security interest in favor of, 
Beneficiary, as security for the Cross-collateralized Borrowers' 
obligations to Beneficiary from time to time pursuant to the Note and the 
other Loan Documents;

      WHEREAS, Grantor and Beneficiary intend these recitals to be a 
material part of this Deed of Trust; and

      WHEREAS, all things necessary to make this Deed of Trust the valid 
and legally binding obligation of Grantor in accordance with its terms, for 
the uses and purposes herein set forth, have been done and performed.

      NOW THEREFORE, to secure the payment of the principal of, prepayment 
premium (if any) and interest on the Note and all other obligations, 
liabilities or sums due or to become due under this Deed of Trust, the Note 
or any other Loan Document, including, without limitation, interest on said 
obligations, liabilities or sums (said principal, premium, interest and 
other sums being hereinafter referred to as the "Debt"), and the 
performance of all other covenants, obligations and liabilities of the 
Cross-collateralized Borrowers pursuant to the Loan Documents, Grantor has 
executed and delivered this Deed of Trust; and Grantor has irrevocably 
granted, and by these presents and by the execution and delivery hereof 
does hereby irrevocably grant, bargain, sell, alien, demise, release, 
convey, assign, transfer, deed, hypothecate, pledge, set over, warrant and 
confirm to Deed Trustee, as per the Premises and the Improvements, forever, 
in trust with power of sale, and to Beneficiary as to the remainder of the 
Trust Property, all right, title and interest of Grantor in and to all of 
the following property, rights, interests and estates:

            (a) the plot(s), piece(s) or parcel(s) of real property described 
      in Exhibit A attached hereto and made a part hereof (individually and
      collectively, hereinafter referred to as the "Premises");


                                       2
<PAGE>

            (b) (i) all buildings, foundations, structures, fixtures,
      additions, enlargements, extensions, modifications, repairs,
      replacements and improvements of every kind or nature now or hereafter
      located on the Premises (hereinafter collectively referred to as the
      "Improvements"); and (ii) to the extent permitted by law, the name or
      names, if any, as may now or hereafter be used for each Improvement,
      and the goodwill associated therewith;

            (c) all easements, rights-of-way, strips and gores of land,
      streets, ways, alleys, passages, sewer rights, water, water courses,
      water rights and powers, ditches, ditch rights, reservoirs and
      reservoir rights, air rights and development rights, lateral support,
      drainage, gas, oil and mineral rights, tenements, hereditaments and
      appurtenances of any nature whatsoever, in any way belonging, relating
      or pertaining to the Premises or the Improvements and the reversion and
      reversions, remainder and remainders, whether existing or hereafter
      acquired, and all land lying in the bed of any street, road or avenue,
      opened or proposed, in front of or adjoining the Premises to the center
      line thereof and any and all sidewalks, drives, curbs, passageways,
      streets, spaces and alleys adjacent to or used in connection with the
      Premises and/or Improvements and all the estates, rights, titles,
      interests, property, possession, claim and demand whatsoever, both in
      law and in equity, of Grantor of, in and to the Premises and
      Improvements every part and parcel thereof, with the appurtenances
      thereto;

            (d) all machinery, equipment, fittings, apparatus, appliances,
      furniture, furnishings, tools, fixtures (including, but not limited to,
      all heating, air conditioning, ventilating, waste disposal, sprinkler and
      fire and theft protection equipment, plumbing, lighting, communications
      and elevator fixtures) and other property of every kind and nature
      whatsoever owned by Grantor, or in which Grantor has or shall have an
      interest, now or hereafter located upon, or in, and used in connection
      with the Premises or the Improvements, or appurtenant thereto, and all
      building equipment, materials and supplies of any nature whatsoever owned
      by Grantor, or in which Grantor has or shall have an interest, now or
      hereafter located upon, or 


                                       3
<PAGE>

      in, and used in connection with the Premises or the Improvements or
      appurtenant thereto, (hereinafter, all of the foregoing items described
      in this paragraph (d) are collectively called the "Equipment"), all of
      which, and any replacements, modifications, alterations and additions
      thereto, to the extent permitted by applicable law, shall be deemed to
      constitute fixtures (the "Fixtures"), and are part of the real estate
      and security for the payment of the Debt and the performance of
      Grantor's obligations. To the extent any portion of the Equipment is not
      real property or Fixtures under applicable law, it shall be deemed to be
      personal property, and this Deed of Trust shall constitute a security
      agreement creating a security interest therein in favor of Beneficiary
      under the UCC;

            (e) all awards or payments, including interest thereon, which may
      hereafter be made with respect to the Premises, the Improvements, the
      Fixtures, or the Equipment, whether from the exercise of the right of
      eminent domain (including but not limited to any transfer made in lieu
      of or in anticipation of the exercise of said right), or for a change of
      grade, or for any other injury to or decrease in the value of the
      Premises, the Improvements or the Equipment or refunds with respect to
      the payment of property taxes and assessments, and all other proceeds of
      the conversion, voluntary or involuntary, of the Premises, Improvements,
      Equipment, Fixtures or any other Trust Property or part thereof into
      cash or liquidated claims;

            (f) all leases, tenancies, licenses and other agreements affecting
      the use, enjoyment or occupancy of the Premises, the Improvements, the
      Fixtures, or the Equipment or any portion thereof now or hereafter
      entered into, whether before or after the filing by or against 
      Grantor of any petition for relief under the Bankruptcy Code and all
      reciprocal easement agreements, license agreements and other agreements
      with Pad Owners (hereinafter collectively referred to as the "Leases"),
      together with all cash or security deposits, lease termination payments,
      advance rentals and payments of similar nature and guarantees or other
      security held by Grantor in connection therewith to the extent of
      Grantor's right or interest therein and all 


                                       4
<PAGE>

      remainders, reversions and other rights and estates appurtenant thereto,
      and all base, fixed, percentage or additional rents, and other rents, oil
      and gas or other mineral royalties, and bonuses, issues, profits and
      rebates and refunds or other payments made by any Governmental Authority
      from or relating to the Premises, the Improvements, the Fixtures or the
      Equipment plus all rents, common area charges and other payments, whether
      paid or accruing before or after the filing by or against Grantor of any
      petition for relief under the Bankruptcy Code (the "Rents") and all
      proceeds from the sale or other disposition of the Leases and the 
      right to receive and apply the Rents to the payment of the Debt;

            (g) all proceeds of and any unearned premiums on any insurance
      policies covering the Premises, the Improvements, the Fixtures, the Rent
      or the Equipment, including, without limitation, the right to receive and
      apply the proceeds of any insurance, judgments, or settlements made in
      lieu thereof, for damage to the Premises, the Improvements, the Fixtures
      or the Equipment and all refunds or rebates of Impositions, and interest
      paid or payable with respect thereto;

            (h) all monies deposited or to be deposited in any funds or
      accounts maintained or deposited with Beneficiary, or its assigns, in
      connection herewith, including, without limitation, the Security Deposit
      Account (to the extent permitted by law), the Rent Account, the Central
      Account, the Basic Carrying Costs Sub-Account, the Debt Service Payment
      Sub-Account, the Recurring Replacement Reserve Sub-Account, the
      Operation and Maintenance Expense Sub-Account and the Curtailment
      Reserve Sub-Account;

            (i) all accounts receivable, contract rights, franchises,
      interests, estate or other claims, both at law and in equity, relating
      to the Premises, the Improvements, the Fixtures or the Equipment, not
      included in Rents;

            (j) all claims against any Person with respect to any damage to the
      Premises, the Improvements, the Fixtures or Equipment, including, without
      limitation, damage arising 


                                       5
<PAGE>

      from any defect in or with respect to the design or construction of the
      Improvements, the Fixtures or the Equipment and any damage resulting
      therefrom;

            (k) all deposits or other security or advance payments, including
      rental payments made by or on behalf of Grantor to others, with respect
      to (i) insurance policies, (ii) utility services, (iii) cleaning,
      maintenance, repair or similar services, (iv) refuse removal or sewer
      service, (v) parking or similar services or rights and (vi) rental of
      Equipment, if any, relating to or otherwise used in the operation of the
      Premises, Improvements, the Fixtures or Equipment;

            (l) all intangible property relating to the Premises, the
      Improvements, the Fixtures or the Equipment or its operation, including,
      without limitation, trade names, trademarks, logos, building names and
      goodwill;

            (m) all advertising material, guaranties, warranties, building
      permits, other permits, licenses, plans and specifications, shop and
      working drawings, soil tests, appraisals and other documents, materials
      and/or personal property of any kind now or hereafter existing in or
      relating to the Premises, the Improvements, the Fixtures, and the
      Equipment;

            (n) all drawings, designs, plans and specifications prepared by
      the architects, engineers, interior designers, landscape designers and
      any other consultants or professionals for the design, development,
      construction, repair and/or improvement of the Trust Property, as
      amended from time to time;

            (o) the right, in the name of and on behalf of Grantor, to appear
      in and defend any action or proceeding brought with respect to the
      Premises, the Improvements, the Fixtures or the Equipment and to
      commence any action or proceeding to protect the interest of Beneficiary
      in the Premises, the Improvements, the Fixtures or the Equipment; and


                                       6
<PAGE>

            (p) all proceeds of each of the foregoing.

      All of the foregoing items (a) through (p), together with all of the 
right, title and interest of Grantor therein, are collectively referred to 
as the "Trust Property".

      TO HAVE AND TO HOLD the above granted and described Trust Property 
unto and to the proper use and benefit of Beneficiary, and Deed Trustee and 
the successors and assigns of Beneficiary and Deed Trustee in fee simple, 
forever.

      IN TRUST, WITH POWER OF SALE, to secure the payment to Beneficiary of 
the Debt at the time and in the manner provided for its payment in the 
Note, this Deed of Trust and the other Loan Documents.

      PROVIDED, ALWAYS, and these presents are upon this express condition, 
if Grantor shall well and truly pay and discharge the Debt and perform and 
observe the terms, covenants and conditions set forth in the Loan 
Documents, then these presents and the estate hereby granted shall cease 
and be void.

      AND Grantor covenants with and warrants to Beneficiary that:

                          ARTICLE I: DEFINITIONS

Section 1.01. Certain Definitions.

      For all purposes of this Deed of Trust, except as otherwise expressly 
provided or unless the context clearly indicates a contrary intent:

            (1) the capitalized terms defined in this Section have the
      meanings assigned to them in this Section, 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 GAAP; and


                                       7
<PAGE>

            (3) the words "herein", "hereof", and "hereunder" and other words
      of similar import refer to this Deed of Trust as a whole and not to any
      particular Section or other subdivision.

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

      "Aggregate Debt Service Coverage" shall mean the quotient obtained by 
dividing the aggregate Net Operating Income for all of the 
Cross-collateralized Properties for the specified period by the aggregate 
payments of interest and principal (not including the amount of principal 
payable upon Maturity) due for such specified period under the Note 
(determined as of the date the calculation of Aggregate Debt Service 
Coverage is required or requested hereunder).

      "Affected Leases" shall have the meaning set forth in Section 8.01(c) 
hereof.

      "Allocated Loan Amount" shall mean the Initial Allocated Loan Amount 
of each Cross-collateralized Property as such amount may be adjusted from 
time to time as hereinafter set forth. Upon each adjustment in the 
principal portion of the Debt (each a "Total Adjustment"), whether as a 
result of amortization, or prepayment or as otherwise expressly provided 
herein or in any other Loan Document, each Allocated Loan Amount shall be 
increased or decreased, as the case may be, by an amount equal to the 
product of (i) the Total Adjustment, and (ii) a fraction, the numerator of 
which is the applicable Allocated Loan Amount (prior to the adjustment in 
question) and the denominator of which is the Debt prior to the adjustment 
to the principal portion of the Debt which results in the recalculation of 
the Allocated Loan Amount. However, when the principal portion of the Debt 
is reduced as a result of Beneficiary's receipt of (i) Net Proceeds, 

                                       8
<PAGE>

the Allocated Loan Amounts for the Cross-collateralized Property with 
respect to which the Net Proceeds were received shall be reduced to zero 
(the amount by which such Allocated Loan Amount is reduced being referred 
to as the "Foreclosed Allocated Amount") and each other Allocated Loan 
Amount shall (x) if the Net Proceeds exceed the Foreclosed Allocated Amount 
(such excess being referred to as the "Surplus Net Proceeds"), be decreased 
by an amount equal to the product of (1) the Surplus Net Proceeds and (2) a 
fraction, the numerator of which is the applicable Allocated Loan Amount 
(prior to the adjustment in question) and the denominator of which is the 
aggregate of all of the Allocated Loan Amounts (prior to the adjustment in 
question) other than the Allocated Loan Amount applicable to the 
Cross-collateralized Property with respect to which the Net Proceeds were 
received (such fraction being referred to as the "Net Proceeds Adjustment 
Fraction"), (y) if the Foreclosed Allocated Amount exceeds the Net Proceeds 
(such excess being referred to as the "Net Proceeds Deficiency"), be 
increased by an amount equal to the product of (1) the Net Proceeds 
Deficiency and (2) the Net Proceeds Adjustment Fraction, or (z) if the Net 
Proceeds equal the Foreclosed Allocated Amount, remain unadjusted, or (ii) 
Loss Proceeds or partial prepayments, made in accordance with Section 15.01 
hereof, the Allocated Loan Amount for the Cross-collateralized Property 
with respect to which the Loss Proceeds or voluntary prepayments were 
received shall be decreased by an amount equal to the sum of (A) with 
respect to Loss Proceeds, Loss Proceeds which are applied towards the 
reduction of the Debt as set forth in Article III hereof, if any, and (B) 
with respect to voluntary prepayments, the amount of any such voluntary 
prepayment which is applied towards the reduction of the Debt in accordance 
with the provisions of the Note, if any, but in no event shall the 
Allocated Loan Amount for the Cross-collateralized Property with respect to 
which the Loss Proceeds or voluntary prepayments were received be reduced 
to an amount less than zero (the amount by which such Allocated Loan Amount 
is reduced being referred to as the "Loss Proceeds or Prepayment Allocated 
Amount") and each other Allocated Loan Amount shall be decreased by an 
amount equal to the product of (1) the excess of (a) the Loss Proceeds or 
such partial prepayments over (b) the Loss Proceeds or Prepayment Allocated 
Amount, and (2) a fraction, the numerator of which is the applicable 
Allocated Loan Amount (prior to the adjustment in question) and the 
denominator of 

                                       9
<PAGE>

which is the aggregate of all of the Allocated Loan Amounts (prior to the 
adjustment in question) other than the Allocated Loan Amount applicable to 
the Cross-collateralized Property to which such Loss Proceeds or partial 
prepayments were applied.

      "Allocation Date" shall mean each Tuesday and Thursday in a Current 
Month, unless such day is not a Business Day, in which event the Allocation 
Date shall be the next Business Day thereafter.

      "Appraisal" shall mean the appraisal of the Trust Property and all 
supplemental reports or updates thereto previously delivered to Beneficiary 
in connection with the Loan.

      "Appraiser" shall mean the Person who prepared the Appraisal.

      "Approved Manager Standard" shall mean the standard of business 
operations, practices and procedures customarily employed by entities 
having a senior executive with at least seven (7) years' experience in the 
management of value oriented super-regional malls which manage not less 
than 5,000,000 feet of gross leasable area, including, without limitation, 
certain super-regional malls which contain more than 1,500,000 square feet 
of gross leasable area.

      "Approved TI Costs" shall mean costs up to an amount not to exceed 
$500,000 in the aggregate per Loan Year which are actually and reasonably 
incurred by Grantor for improvements required to be made by Grantor under 
the terms of any Space Lease which are approved by Beneficiary, which 
approval may be granted or denied in Beneficiary's sole and absolute 
discretion.

      "Architect" shall have the meaning set forth in Section 3.04(b)(i) 
hereof.

      "Assignment" shall mean the Assignment of Leases and Rents and 
Security Deposits of even date herewith relating to the Trust Property 
given by Grantor to Beneficiary.

      "Bank" shall mean Nationsbank N.A., or any successor bank hereafter 
selected by Beneficiary, subject to the approval of 

                                       10
<PAGE>

Grantor, which shall not be unreasonably withheld, delayed or conditioned.

      "Bankruptcy Code" shall mean 11 U.S.C. ss.101 et seq.

      "Basic Carrying Costs" shall mean the sum of the following costs 
associated with the Trust Property: (a) Impositions (excluding those 
Impositions which may be assessed or imposed on or constitute a lien upon 
Grantor only, as opposed to the Trust Property or any part thereof or 
interest therein) and (b) insurance premiums.

      "Basic Carrying Costs Monthly Installment" shall mean Beneficiary's 
estimate of one-twelfth (1/12th) of the annual amount for Basic Carrying 
Costs. "Basic Carrying Costs Monthly Installment" shall also include, if 
required by Beneficiary, a sum of money which, together with such monthly 
installments, will be sufficient to make the payment of each such Basic 
Carrying Cost at least thirty (30) days prior to the date initially due. 
Should such Basic Carrying Costs not be ascertainable at the time any 
monthly deposit is required to be made, the Basic Carrying Costs Monthly 
Installment shall be determined by Beneficiary in its reasonable discretion 
on the basis of the aggregate Basic Carrying Costs for the prior Fiscal 
Year or month or the prior payment period for such cost. As soon as the 
Basic Carrying Costs are fixed for the then current Fiscal Year, month or 
period, the next ensuing Basic Carrying Costs Monthly Installment shall be 
adjusted to reflect any deficiency or surplus in prior monthly payments. If 
at any time during the term of the Loan Beneficiary determines that there 
will be insufficient funds in the Basic Carrying Costs Sub-Account to make 
payments when they become due and payable, Beneficiary shall have the right 
to adjust the Basic Carrying Costs Monthly Installment such that there will 
be sufficient funds to make such payments.

      "Basic Carrying Costs Sub-Account" shall mean the Sub-Account of the 
Central Account established pursuant to Section 5.02 hereof and maintained 
pursuant to Section 5.06 hereof.

      "Beneficiary" shall mean the Beneficiary named herein and its 
successors or assigns.

                                       11
<PAGE>

      "Business Day" shall mean any day other than (a) a Saturday or 
Sunday, or (b) a day on which banking and savings and loan institutions in 
the State of New York are authorized or obligated by law or executive order 
to be closed, or at any time during which the Loan is an asset of a 
securitization, the cities, states and/or commonwealths used in the 
comparable definition of "Business Day" in the securitization documents 
which shall initially include Illinois and Georgia.

      "Central Account" shall mean an Eligible Account, maintained at the 
Bank, in the name of Beneficiary or its successors or assigns (as secured 
party) as may be designated by Beneficiary.

      "Closing Date" shall mean the date of the Note.

      "Closing DSC" shall mean 1.5:1.

      "Code" shall mean the Internal Revenue Code of 1986, as amended and 
as it may be further amended from time to time, any successor statutes 
thereto, and applicable U.S. Department of Treasury regulations issued 
pursuant thereto.

      "Collection Account" shall mean one or more demand deposit account(s) 
designated by Beneficiary, which shall be an Eligible Account, to which 
payments of Debt are transferred.

      "Condemnation Proceeds" shall mean all of the proceeds in respect of 
any Taking or purchase in lieu thereof.

      "Contractual Obligation" shall mean, as to any Person, any provision 
of any security issued by such Person or of any agreement, instrument or 
undertaking to which such Person is a party or by which it or any of the 
property owned by it is bound.

      "CPI" shall mean "The Consumer Price Index (New Series) (Base Period 
1982-84=100) (all items for all urban consumers)" issued by the Bureau of 
Labor Statistics of the United States Department of Labor (the "Bureau"). 
If the CPI ceases to use the 1982-84 average equaling 100 as the basis of 
calculation, or if a change is made in the term, components or number of 
items contained in said index, or if the index is altered, modified, 
converted or revised in any other way, then the index shall be 

                                       12
<PAGE>

adjusted to the figure that would have been arrived at had the change in 
the manner of computing the index in effect at the date of this Deed of 
Trust not been altered. If at any time during the term of this Deed of 
Trust the CPI shall no longer be published by the Bureau, then any 
comparable index issued by the Bureau or similar agency of the United 
States issuing similar indices shall be used in lieu of the CPI.

      "Cross-collateralized Borrowers" shall mean each Person which has 
executed the Note secured by this Deed of Trust.

      "Cross-collateralized Deed of Trust" shall mean each Deed of Trust, 
deed of trust, deed to secure debt, security agreement, assignment of rents 
and fixture filings as originally executed or as same may hereafter from 
time to time be supplemented, amended, modified or extended by one or more 
indentures supplemental thereto granted by a Cross-collateralized Borrower 
to Beneficiary as security for the Note.

      "Cross-collateralized Property" shall mean each parcel or parcels of 
real property encumbered by a Cross-collateralized Deed of Trust as 
identified on Exhibit F attached hereto and made a part hereof.

      "Current Month" shall mean each Interest Accrual Period.

      "Curtailment Reserve Sub-Account" shall mean the Sub-Account 
established pursuant to Section 5.02 hereof and maintained pursuant to 
Section 5.11 hereof for the purpose of holding certain Excess Rent.

      "Debt" shall have the meaning set forth in the recitals hereto.

      "Debt Service" shall mean the amount of interest and principal 
payments due and payable in accordance with the Note during an applicable 
period.

      "Debt Service Coverage" shall mean the quotient obtained by dividing 
Net Operating Income for the specified period by the sum of the aggregate 
payments of interest and principal for such specified period under the Note 
(determined as of the date the 

                                       13
<PAGE>

calculation of Debt Service Coverage is required or requested hereunder).

      "Debt Service Payment Sub-Account" shall mean the Sub-Account of the 
Central Account established pursuant to Section 5.02 hereof and maintained 
pursuant to Section 5.07 hereof for the purposes of making Debt Service 
payments.

      "Deed of Trust" shall mean this Amended and Restated Deed of Trust as 
originally executed or as it may hereafter from time to time be 
supplemented, amended, modified or extended by one or more indentures 
supplemental hereto.

      "Deed Trustee" shall mean the Person or Persons identified in this 
Deed of Trust and its or their successors and assigns.

      "Default" shall mean any Event of Default or event which would 
constitute an Event of Default if all requirements in connection therewith 
for the giving of notice, the lapse of time, and the happening of any 
further condition, event or act, had been satisfied.

      "Default Rate" shall have the meaning set forth in the Note.

      "Default Rate Interest" shall mean, to the extent the Default Rate 
becomes applicable, interest accrued on the Note in excess of the interest 
which would have accrued at the Class A Rate, the Class B Rate, the Class C 
Rate, or the Class D Rate, each as defined in the Note, on (a) the 
principal amount of the Loan which is outstanding from time to time and (b) 
any accrued but unpaid interest (other than Default Rate Interest), if the 
Default Rate was not applicable.

      "Development Laws" shall mean all applicable subdivision, zoning, 
environmental protection, wetlands protection, or land use laws or 
ordinances, and any and all applicable rules and regulations of any 
Governmental Authority promulgated thereunder or related thereto.

      "Distribution Date" shall mean the twentieth (20th) day of each 
calendar month or, if such twentieth (20th) day is not a 

                                       14
<PAGE>

Business Day, on the Business Day immediately after the twentieth (20th) 
day of such calendar month.

      "Eligible Account" shall mean a segregated account which is either 
(i) an account or accounts maintained with a depository institution or 
trust company the long term unsecured debt obligations of which are rated 
by the Rating Agency (or the Rating Agency has confirmed in writing that 
such account would not, in and of itself, result in a downgrade, 
qualification or withdrawal of the then current ratings assigned to any 
certificates issued in connection with a Securitization) in one of its two 
highest rating categories at all times (or, in the case of the Rent Account 
and the Basic Carrying Costs Sub-Account, the long term unsecured debt 
obligations of which are rated at least "AA" or the equivalent by the 
Rating Agency (or, if the Rating Agency has confirmed in writing that such 
account would not, in and of itself, result in a downgrade, qualification 
or withdrawal of the then current ratings assigned to any certificates 
issued in connection with a Securitization) or, if the funds in such 
account are to be held in such account for less than 30 days, the short 
term obligations of which are rated by the Rating Agency (or, if not rated 
by the Rating Agency, the Rating Agency has confirmed in writing that such 
account would not, in and of itself, result in a downgrade, qualification 
or withdrawal of the then current ratings assigned to any certificates 
issued in connection with a Securitization) in its highest rating category 
at all times) or (ii) a segregated trust account or accounts 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 is subject to regulations substantially similar to 
12 C.F.R. ss. 9.10(b), having in either case a combined capital and surplus 
of at least $100,000,000 and subject to supervision or examination by 
federal and state authority, or the Rating Agency has confirmed in writing 
that such account would not, in and of itself, cause a downgrade, 
qualification or withdrawal of the then current ratings assigned to any 
certificates issued in connection with a Securitization) to the Rating 
Agency, which may be an account maintained by Beneficiary or its agents or 
(iii) an account in any other insured depository institution reasonably 
acceptable to Beneficiary and the Rating Agency as confirmed in writing 
that such account would not, in and of itself, result in 

                                       15
<PAGE>

a downgrade, qualification or withdrawal of the then current ratings of any 
certificates issued in connection with a Securitization. Eligible Accounts 
may bear interest. The title of each Eligible Account shall indicate that 
the funds held therein are held in trust for the uses and purposes set 
forth herein.

      "Engineer" shall have the meaning set forth in Section 3.04(b)(i) 
hereof.

      "Environmental Problem" shall mean any of the following:

            (a) the presence of any Hazardous Material on, in, under, or above
      all or any portion of the Trust Property, which Grantor would be
      required to report to a Governmental Authority;

            (b) the release or threatened release of any Hazardous Material
      from or onto the Trust Property which Grantor would be required to
      report to a Governmental Authority;

            (c) the violation or threatened violation of any Environmental
      Statute with respect to the Trust Property; or

            (d) the failure to obtain or to abide by the terms or conditions
      of any permit or approval required under any Environmental Statute with
      respect to the Trust Property.

A condition described above shall be an Environmental Problem regardless of 
whether or not any Governmental Authority has taken any action in 
connection with the condition and regardless of whether that condition was 
in existence on or before the date hereof.

      "Environmental Report" shall mean the environmental audit report for 
the Trust Property and any supplements or updates thereto, previously 
delivered to Beneficiary in connection with the Loan.

                                       16
<PAGE>

      "Environmental Statute" shall mean any effective, applicable or 
relevant federal, state or local statute, ordinance, rule or regulation, 
any judicial or administrative order (whether or not on consent) or 
judgment applicable to Grantor or the Trust Property including, without 
limitation, any judgment or settlement based on common law theories, and 
any provisions or condition of any permit, license or other authorization 
binding on Grantor relating to (a) the protection of the environment, the 
safety and health of persons (including employees) or the public welfare 
from actual or potential exposure (or effects of exposure) to any actual or 
potential release, discharge, disposal or emission (whether past or 
present) of any Hazardous Materials or (b) the manufacture, processing, 
distribution, use, treatment, storage, disposal, transport or handling of 
any Hazardous Materials, including, but not limited to, the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 
as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 
U.S.C. ss.9601 et seq., the Solid Waste Disposal Act, as amended by the 
Resource Conservation and Recovery Act of 1976, as amended by the Solid and 
Hazardous Waste Amendments of 1984, 42 U.S.C. ss.6901 et seq., the Federal 
Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 
U.S.C. ss.1251 et seq., the Toxic Substances Control Act of 1976, 15 U.S.C. 
ss.2601 et seq., the Emergency Planning and Community Right-to-Know Act of 
1986, 42 U.S.C. ss.1101 et seq., the Clean Air Act of 1966, as amended, 42 
U.S.C. ss.7401 et seq., the National Environmental Policy Act of 1975, 42 
U.S.C. ss.4321, the Rivers and Harbours Act of 1899, 33 U.S.C. ss.401 et 
seq., the Endangered Species Act of 1973, as amended, 16 U.S.C. ss.1531 et 
seq., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 
ss.651 et seq., and the Safe Drinking Water Act of 1974, as amended, 42 
U.S.C. ss.300(f) et seq., and all rules, regulations and guidance documents 
promulgated or published thereunder.

      "Equipment" shall have the meaning set forth in granting clause (d) 
of this Deed of Trust.

      "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended from time to time, and the regulations promulgated 
thereunder. Section references to ERISA are to ERISA, as in effect at the 
date of this Deed of Trust and, as of the 

                                       17
<PAGE>

relevant date, any subsequent provisions of ERISA, amendatory thereof, 
supplemental thereto or substituted therefor.

      "ERISA Affiliate" shall mean any corporation or trade or business 
that is a member of any group of organizations (a) described in Section 
414(b) or (c) of the Code of which Grantor is a member and (b) solely for 
purposes of potential liability under Section 302(c)(11) of ERISA and 
Section 412(c)(11) of the Code and the lien created under Section 302(f) of 
ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of 
the Code of which Grantor is a member.

      "Event of Default" shall have the meaning set forth in Section 13.01 
hereof.

      "Excess Rent" shall have the meaning set forth in Section 5.05 hereof.

      "First Interest Accrual Period" shall mean the period commencing on 
the Closing Date and ending on January 19, 1997.

      "First Payment Date" shall mean the Payment Date in the month 
following the month in which the Loan is initially funded.

      "Fiscal Year" shall mean the twelve-month period commencing on 
January 1 and ending on December 31 during each year of the term of this 
Deed of Trust, or such other fiscal year of Grantor as Grantor may select 
from time to time with the prior written consent of Beneficiary.

      "Fixtures" shall have the meaning set forth in granting clause (d) of 
this Deed of Trust.

      "GAAP" shall mean generally accepted accounting principles in the 
United States of America, as of the date of the applicable financial 
report, consistently applied (except for changes in application as to which 
Grantor's independent certified accountants and Beneficiary concur).

      "General Partner" shall mean, if Grantor is a partnership, each 
general partner of Grantor and, if applicable, each general partner of such 
general partner.

                                       18
<PAGE>

      "Governmental Authority" shall mean, with respect to any Person, any 
federal or State government or other political subdivision thereof and any 
entity, including any regulatory or administrative authority or court, 
exercising executive, legislative, judicial, regulatory or administrative 
or quasi-administrative functions of or pertaining to government, and any 
arbitration board or tribunal in each case, having jurisdiction over such 
applicable Person or such Person's property and any stock exchange on which 
shares of capital stock of such Person are listed or admitted for trading.

      "Grantor" shall mean Grantor named herein and any successor to the 
obligations of Grantor.

      "Hazardous Material" shall mean any flammable, explosive or 
radioactive materials, hazardous materials or wastes, hazardous or toxic 
substances, pollutants, asbestos or any material containing asbestos, or 
any other similar substance or material, in each case as defined in or 
regulated by any Environmental Statutes.

      "Impositions" shall mean all taxes (including, without limitation, 
all real estate, ad valorem, sales (including those imposed on lease 
rentals), use, single business, gross receipts, value added, intangible, 
transaction, privilege or license or similar taxes), assessments 
(including, without limitation, all assessments for public improvements or 
benefits, whether or not commenced or completed prior to the date hereof 
and whether or not commenced or completed within the term of this Deed of 
Trust), ground rents, water, sewer or other rents and charges, excises, 
levies, fees (including, without limitation, license, permit, inspection, 
authorization and similar fees), and all other governmental charges, in 
each case whether general or special, ordinary or extraordinary, or 
foreseen or unforeseen, of every character in respect of the Trust Property 
and/or any Rent (including all interest and penalties thereon), which at 
any time prior to, during or in respect of the term hereof may be assessed 
or imposed on or in respect of or be a lien upon (a) Grantor (including, 
without limitation, all franchise, single business or other taxes imposed 
on Grantor for the privilege of doing business in the jurisdiction in which 
the Trust Property or 

                                       19
<PAGE>

any other collateral delivered or pledged to Beneficiary in connection with 
the Loan is located) or Beneficiary, (b) the Trust Property or any part 
thereof or any Rent therefrom or any estate, right, title or interest 
therein, or (c) any occupancy, operation, use or possession of, or sales 
from, or activity conducted on, or in connection with the Trust Property, 
or any part thereof, or the leasing or use of the Trust Property, or any 
part thereof, or the acquisition or financing of the acquisition of the 
Trust Property, or any part thereof, by Grantor.

      "Improvements" shall have the meaning set forth in the granting 
clause (b) of this Deed of Trust.

      "Independent" shall mean, when used with respect to any Person, a 
Person who (a) is in fact independent, (b) does not have any direct 
financial interest or any material indirect financial interest in Grantor, 
or in any Affiliate of Grantor or any constituent partner, shareholder, 
member or beneficiary of Grantor and (c) is not connected with Grantor or 
any Affiliate of Grantor or any constituent partner, shareholder, member or 
beneficiary of Grantor as an officer, employee, promoter, underwriter, 
trustee, partner, director or person performing similar functions; 
provided, however, that a Person shall not be deemed to be connected with 
Grantor or any Affiliate of Grantor solely by reason of such Person being a 
director of a Single Purpose Entity. Whenever it is herein provided that 
any Independent Person's opinion or certificate shall be provided, such 
opinion or certificate shall state that the Person executing the same has 
read this definition and is Independent within the meaning hereof.

      "Initial Allocated Loan Amount" shall mean the portion of the Loan 
Amount allocated to each Cross-collateralized Property as set forth on 
Exhibit F annexed hereto and made a part hereof.

      "Initial Basic Carrying Costs Deposit" shall equal the amount set 
forth on Exhibit B attached hereto and made a part hereof.

      "Initial Central Account Deposit" shall equal the amount set forth on 
Exhibit B attached hereto and made a part hereof.

                                       20
<PAGE>

      "Institutional Lender" shall mean any of the following Persons: (a) 
any bank, savings and loan association, savings institution, trust company 
or national banking association, acting for its own account or in a 
fiduciary capacity, (b) any charitable foundation, (c) any insurance 
company or pension and/or annuity company, (d) any fraternal benefit 
society, (e) any pension, retirement or profit sharing trust or fund within 
the meaning of Title I of ERISA or for which any bank, trust company, 
national banking association or investment adviser registered under the 
Investment Advisers Act of 1940, as amended, is acting as trustee or agent, 
(f) any investment company or business development company, as defined in 
the Investment Company Act of 1940, as amended, (g) any small business 
investment company licensed under the Small Business Investment Act of 
1958, as amended, (h) any broker or dealer registered under the Securities 
and Exchange Act of 1934, or any investment adviser registered under the 
Investment Adviser Act of 1940, as amended, (i) any government, any public 
employees' pension or retirement system, or any other government agency 
supervising the investment of public funds, or (j) any other entity all of 
the equity owners of which are Institutional Lenders; provided that each of 
said Persons shall have net assets equal to or greater than $500,000,000, 
be in the business of making commercial mortgage loans, secured by 
properties of like type, size and value as the Trust Property and have a 
long term credit rating which is not less than BBB - (or its equivalent) 
from the Rating Agency.

      "Insurance Proceeds" shall mean all of the proceeds received under 
the insurance policies required to be maintained by Grantor pursuant to 
Article III hereof.

      "Insurance Requirements" shall mean all terms of any insurance policy 
required by this Deed of Trust, all requirements of the issuer of any such 
policy, and all regulations and then current standards applicable to or 
affecting the Trust Property or any use or condition thereof, which may, at 
any time, be recommended by the Board of Fire Underwriters, if any, having 
jurisdiction over the Trust Property, or such other Person exercising 
similar functions.

                                       21
<PAGE>

      "Interest Accrual Period" shall mean (x) the First Interest Accrual 
Period and, (y) thereafter, each period commencing on and including the 
Distribution Date in the immediately preceding calendar month and ending on 
and including the day immediately preceding the Distribution Date in the 
calendar month in which the applicable Payment Date occurs, each of which 
periods shall be treated as one-month for purposes of computing the 
interest accruing during such period.

      "Late Charge" shall have the meaning set forth in Section 13.09 
hereof.

      "Leases" shall have the meaning set forth in granting clause (f) of 
this Deed of Trust.

      "Legal Requirement" shall mean as to any Person, the certificate of 
incorporation, by-laws, certificate of limited partnership, agreement of 
limited partnership or other organization or governing documents of such 
Person, and any law, statute, order, ordinance, judgement, decree, 
injunction, treaty, rule or regulation (including, without limitation, 
Environmental Statutes, Development Laws and Use Requirements) or 
determination of an arbitrator or a court or other Governmental Authority 
and all covenants, agreements, restrictions and encumbrances contained in 
any instruments, in each case applicable to or binding upon such Person or 
any of its property or to which such Person or any of its property is 
subject.

      "Loan" shall have the meaning set forth in the Recitals hereto.

      "Loan Amount" shall have the meaning set forth in the Recitals hereto.

      "Loan Documents" shall mean this Deed of Trust, the Note, the 
Assignment, and any and all other agreements, instruments, certificates or 
documents executed and delivered by Grantor or any of the 
Cross-collateralized Borrowers or any Affiliate of Grantor in connection 
with the Loan.

      "Loan Year" shall mean each 365 day period (or 366 day period if the 
month of February in a leap year is included) 

                                       22
<PAGE>

commencing on the first day each January after the Closing Date (provided, 
however, that the first Loan Year shall also include the period from the 
Closing Date to the end of the month in which the Closing Date occurs).

      "Loss Proceeds" shall mean, collectively, all Insurance Proceeds and 
all Condemnation Proceeds.

      "Major Space Lease" shall mean any Space Lease of a tenant or 
Affiliate of such tenant where such tenant or such Affiliate leases, in the 
aggregate, 40,000 or more square feet of the Total GLA.

      "Manager" shall mean the Person, other than Grantor, which manages 
the Trust Property on behalf of Grantor.

      "Manager Certification" shall have the meaning set forth in Section 
2.09 hereof.

      "Material Adverse Effect" shall mean any event or condition that has 
a material adverse effect on (a) the Trust Property, (b) the business, 
prospects, profits, operations or condition (financial or otherwise) of 
Grantor, (c) the enforceability, validity, perfection or priority of the 
lien of any Loan Document or (d) the ability of Grantor to perform any 
obligations under any Loan Document.

      "Maturity", when used with respect to the Note, shall mean the 
Maturity Date set forth in the Note or such other date pursuant to the Note 
on which the final payment of principal, and premium, if any, on which the 
Note becomes due and payable as therein or herein provided, whether at 
Stated Maturity or by declaration of acceleration, or otherwise.

      "Maturity Date" shall mean the Maturity Date set forth in the Note.

      "Merger" shall mean a merger of Potomac Mills-Phase III (MLP) Limited 
Partnership and Washington Outlet Mall (MLP) Limited Partnership.

                                       23
<PAGE>

      "Monthly Debt Service Payment" shall mean a monthly payment of 
principal in an amount equal to that which is required to fully amortize 
the Loan based upon a thirty (30) year level amortization schedule, 
together with a monthly payment of interest on the Principal Amount.

      "Multiemployer Plan" shall mean a multiemployer plan defined as such 
in Section 3(37) of ERISA to which contributions have been, or were 
required to have been, made by Grantor or any ERISA Affiliate and which is 
covered by Title IV of ERISA.

      "Net Operating Income" shall mean in each Fiscal Year or portion 
thereof during the term hereof, Operating Income less Operating Expenses.

      "Net Proceeds" shall mean the excess of (i)(x) the purchase price (at 
foreclosure or otherwise) actually received by Beneficiary with respect to 
the Trust Property as a result of the exercise by Beneficiary of its 
rights, powers, privileges and other remedies after the occurrence of an 
Event of Default, or (y) in the event that Beneficiary (or Beneficiary's 
nominee) is the purchaser at foreclosure by credit bid, then the amount of 
such credit bid, in either case, over (ii) all costs and expenses, 
including, without limitation, all attorneys' fees and disbursements and 
any brokerage fees, if applicable, incurred by Beneficiary in connection 
with the exercise of such remedies, including the sale of such Trust 
Property after a foreclosure against the Trust Property.

      "Note" shall have the meaning set forth in the recitals hereof.

      "Notice Date" shall have the meaning set forth in Section 5.05 hereof.

      "O&M Operative Period" shall mean the period of time commencing upon 
the earlier to occur of (a) an Event of Default and (b) the Optional 
Prepayment Date and terminating upon the earlier to occur of (i) repayment 
of the Debt in full and (ii) (A) if the O&M Operative Period has commenced 
as a result of an Event of Default of the types set forth in clauses (a), 
(b), (c), (e), (g) (to the extent (g) applies to a representation or 

                                       24
<PAGE>

warranty given after the Closing Date), (j), (m) or (o) of Section 13.01 
hereof, upon the curing of such Event of Default; provided that the O&M 
Operative Period may only be terminated pursuant to this clause (b) one (1) 
time during the Loan (i.e., if an Event of Default of the types set forth 
in clause (ii) (A) occurs more than once during the term of the Loan, the 
O&M Operative Period shall not terminate prior to the payment of the Debt 
in full) or (B) if the O&M Operative Period has commenced as a result of an 
Event of Default of the type set forth in clause (k) of Section 13.01 
hereof, upon the curing of such Event of Default.

      "Officer's Certificate" shall mean a certificate delivered to 
Beneficiary by Grantor which is signed on behalf of Grantor by an 
authorized representative of Grantor which states that the items set forth 
in such certificate are true, accurate and complete in all respects.

      "Operating Expenses" shall mean, in each Fiscal Year or portion 
thereof during the term hereof, all expenses paid by Grantor (or by the 
Manager on behalf of Grantor) on account of such period in connection with 
the operation of the Trust Property, which shall include, without 
limitation, the following expenses:

            (a) expenses in connection with cleaning, repair, maintenance, 
management, leasing, decoration or painting thereof, or the provision of 
services to any tenant, net of any insurance proceeds or condemnation 
proceeds in respect of any of the foregoing;

            (b) wages, benefits, payroll taxes, uniforms, insurance costs 
and all other related expenses for on-site building personnel, up to and 
including the level of the on-site building manager, engaged in cleaning, 
repair, maintenance, management, leasing, decoration or painting thereof or 
the provision of services to any tenant;

            (c) reasonable allocations of wages, benefits, payroll taxes, 
insurance costs and all other related expenses for bookkeeping, accounting, 
legal and other building management functions and home office expenses and 
computer usage, but only 

                                       25
<PAGE>

if the amount of such allocations in the aggregate exceeds the reasonable 
and customary compensation described in clause (iv) for the same or similar 
services;

            (d) the compensation being paid for bookkeeping, accounting, 
legal and building management services for the Trust Property, and all 
other items of compensation and reimbursement payable by Grantor to the 
Manager, provided, however, that if such compensation actually is less than 
5.0% of minimum and overage rentals from the Trust Property the amount of 
such compensation shall be deemed to be 5.0% of minimum and overage rentals 
from the Trust Property for purposes of determining Debt Service Coverage;

            (e) the cost of all electricity, oil, gas, water, steam, heat, 
ventilation, air conditioning and any other energy, telecommunications, 
utility or similar items, including overtime usage, and the cost of 
building and cleaning supplies;

            (f) Impositions (except for real estate taxes paid directly to 
any taxing authority by any tenant);

            (g) premiums for liability, casualty, fidelity, business 
interruption, loss of "rental value" and other insurance (which, in the 
case of any policy covering multiple properties, shall be equitably 
allocated to the Trust Property pro rata in proportion to the replacement 
value of each of the properties covered by such policy for casualty 
insurance, the respective size and experience rating of each of the 
properties covered by such policy for liability insurance, and the insured 
value of each of the properties covered by such policy for the other 
coverages);

            (h) legal, accounting, appraisal and other professional fees, 
expenses and disbursements;

            (i) amounts paid in consideration of any modification, 
amendment, supplement, waiver, renewal, or termination of any lease;

            (j) all amounts paid or expenses incurred under Property 
Agreements or under any Lease, including, without 

                                       26
<PAGE>

limitation, marketing and promotion fees to the extent not reimbursed or 
reimbursable by tenants under any Lease; and

            (k) all other amounts paid during such period in respect of 
items which in accordance with generally accepted accounting principles 
would be included in Grantor's annual financial statements for such period 
or any other period as operating expenses of the Trust Property and are 
reasonably expected by Grantor to be regularly recurring operating expenses 
of the Trust Property and not separately deducted in the definition of 
Operating Income.

Notwithstanding the foregoing, Operating Expenses shall not include (1) any 
non-cash charge such as depreciation or amortization, (2) the principal of 
and interest and premium, if any, on the Note or any other indebtedness of 
Grantor, (3) income taxes or other Impositions in the nature of income 
taxes, (4) any expenses (including legal, accounting and other professional 
fees, expenses and disbursements) incurred in connection with the issuance 
of the Note or the sale, exchange, transfer, financing or refinancing of 
all or any portion of the Trust Property or in connection with the recovery 
of Loss Proceeds which are applied to prepay the Debt, (5) any item of 
expense which would otherwise be considered within Operating Expenses 
pursuant to the provisions above but is paid directly by any tenant and (6) 
capital improvement costs (including, without limitation, tenant 
allowances) capitalized in accordance with GAAP and not recovered from 
tenants.

      "Operating Income" shall mean, in each Fiscal Year or portion thereof 
during the term hereof, all revenue derived by Grantor arising from the 
Trust Property including, without limitation, rental revenues (whether 
denominated as basic rent, additional rent, escalation payments, electrical 
payments or otherwise) and other fees and charges payable pursuant to 
Leases or otherwise in connection with the Trust Property, and business 
interruption, rent or other similar insurance proceeds. Operating Income 
shall not include (a) Insurance Proceeds (other than proceeds of rent, 
business interruption or other similar insurance allocable to the 
applicable period) and Condemnation Proceeds (other than Condemnation 
Proceeds arising from a temporary taking or the use and occupancy of all or 
part of the 

                                       27
<PAGE>

applicable Trust Property allocable to the applicable period), or interest 
accrued on such Condemnation Proceeds, (b) proceeds of any financing, (c) 
proceeds of any sale, exchange or transfer of the Trust Property or any 
part thereof or interest therein, (d) capital contributions or loans to 
Grantor or an Affiliate of Grantor, (e) any item of income otherwise 
includable in Operating Income but paid directly by any tenant to a Person 
other than Grantor except for real estate taxes paid directly to any taxing 
authority by any tenant, (f) any other extraordinary, non-recurring 
revenues, (g) Rent paid by or on behalf of any lessee under a Space Lease 
which is the subject of any proceeding or action relating to its 
bankruptcy, reorganization or other arrangement pursuant to federal 
bankruptcy law or any similar federal or state law or which has been 
adjudicated a bankrupt or insolvent unless such Space Lease has been 
affirmed by the trustee in such proceeding or action, (h) Rent paid by or 
on behalf of any lessee under a Space Lease the demised premises of which 
are not occupied either by such lessee or by a sublessee thereof, (i) Rent 
paid by or on behalf of any lessee under a Space Lease in whole or in 
partial consideration for the termination of any Space Lease in excess of 
$45,000 per Fiscal Year; (j) interest income in excess of $75,000 per 
Fiscal Year, (k) sales tax rebates from any Governmental Authority, or (l) 
Rent paid by any Space Tenant for a period more than one month in advance 
of when due.

      "Operation and Maintenance Expense Monthly Installment" shall mean 
with respect to each Current Month in which funds are required to be 
allocated or distributed pursuant to the terms of Section 5.05(d), or if an 
Event of Default has occurred and is continuing, the lesser of (a) all 
amounts remaining in the Central Account after the distributions made 
pursuant to clauses (a) through (c) of Section 5.05 or (b), an amount equal 
to 1/12 of the higher of (i) the product of (A) 1.05 and (B) the actual 
Operating Expenses (exclusive of Impositions and insurance premiums) for 
the immediately preceding calendar year and (ii) the annual Operating 
Expenses (exclusive of Impositions and insurance premiums) for the 
immediately preceding calendar year multiplied by a fraction, the number of 
which is the CPI for the month of December of the calendar year immediately 
preceding the year with respect to which the determination is being made 
and 

                                       28
<PAGE>

the denominator of which is the CPI for the month of December, 1996.

      "Operation and Maintenance Expense Sub-Account" shall mean the 
Sub-Account of the Central Account established pursuant to Section 5.02 
hereof and maintained pursuant to Section 5.09 hereof relating to the 
payment of Operating Expenses (exclusive of Impositions and insurance 
premiums) and Approved TI Costs.

      "Optional Prepayment Date" shall mean the Payment Date occurring in 
December, 2003.

      "Pad Owners" shall mean any owner of any fee interest in property 
contiguous to or surrounded by the Trust Property who has entered into or 
is subject to a reciprocal easement agreement or other agreement or 
agreements with Grantor either (a) in connection with an existing or 
potential improvement on such property or (b) relating to or affecting the 
Trust Property.

      "Payment Date" shall mean, with respect to each Interest Accrual 
Period, the second (2nd) Business Day prior to the Distribution Date 
occurring in the month in which such Interest Accrual Period ends.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation 
established under ERISA, or any successor thereto.

      "Permitted Debt" shall mean (i) unsecured trade and other 
indebtedness incurred in the operation of the Trust Property in the 
ordinary course of Grantor's business which is consistent with the Approved 
Manager Standard that is paid in full within ninety (90) days of the date 
upon which such indebtedness was due, (ii) subordinated obligations to 
reimburse another Cross-collateralized Borrower in connection with any 
amounts paid by such other Cross-collateralized Borrower in excess of the 
Allocated Loan Amount of such Cross-collateralized Borrower, interest 
thereon and its ratable share of any other sums due under the Loan 
Documents, and (iii) if no Event of Default has occurred and is continuing, 
indebtedness solely in respect of reimbursement obligations incurred in 
connection with surety and appeal bonds, performance bonds, and other 
obligations 

                                       29
<PAGE>

of like nature, all in the ordinary course of business in accordance with 
customary industry practices and the Approved Manager Standard; provided, 
however, that the aggregate of unsecured Permitted Debt of the types set 
forth in clauses (i) and (iii) shall in no event exceed $5,000,000. As used 
herein the term "indebtedness" shall mean (a) any liabilities and 
obligations of such Person, contingent or otherwise, (i) in respect of 
borrowed money (whether or not the recourse of the lender is to the whole 
of the assets of such Person or only to a portion thereof), (ii) evidenced 
by bonds, notes, debentures, or similar instruments, (iii) representing the 
balance deferred and unpaid of the purchase price of any property or 
services, except those incurred in the ordinary course of such Person's 
business that would constitute ordinarily a trade payable to trade 
creditors, (iv) evidenced by bankers' acceptances, (v) for the payment of 
money relating to a capitalized lease obligation or sale/leaseback 
obligation, or (vi) evidenced by a letter of credit or a reimbursement 
obligation of such Person with respect to any letter of credit or (b) any 
liabilities and obligations of others of the kind described in the 
preceding clause (a) that such Person has guaranteed or that is otherwise 
its legal liability or which is secured by any assets or property of such 
Person including any obligations to purchase, redeem, or acquire any 
capital stock or similar interests.

      "Permitted Encumbrances" shall have the meaning set forth in Section 
2.05(a) hereof.

      "Permitted Investments" shall mean any one or more of the following 
obligations or securities payable on demand or having a scheduled maturity 
on or before the Business Day preceding the date upon which funds in the 
Central Account are required to be drawn, and having at all times the 
required ratings, if any, provided for in this definition, unless the 
Rating Agency shall have confirmed in writing to Beneficiary that a lower 
rating would not, in and of itself, result in a downgrade, qualification or 
withdrawal of the then current ratings assigned to any certificates issued 
in connection with a Securitization:

            (a) obligations of, or obligations fully guaranteed as to payment
      of principal and interest by, the United States of America or any agency
      or instrumentality 


                                       30
<PAGE>

      thereof provided such obligations are backed by the full faith and
      credit of the United States of America including, without limitation,
      obligations of: the U.S. Treasury (all direct or fully guaranteed
      obligations), the Farmers Home Administration (certificates of
      beneficial ownership), the General Services Administration
      (participation certificates), the U.S. Maritime Administration
      (guaranteed Title XI financing), the Small Business Administration
      (guaranteed participation certificates and guaranteed pool
      certificates), the U.S. Department of Housing and Urban Development
      (local authority bonds) and the Washington Metropolitan Area Transit
      Authority (guaranteed transit bonds); provided, however, that the
      investments described in this clause must (A) have a predetermined fixed
      dollar of principal due at maturity that cannot vary or change, (B) if
      such investments have a variable rate of interest, such interest rate
      must be tied to a single interest rate index plus a fixed spread (if
      any) and must move proportionately with that index, and (C) such
      investments must not be subject to liquidation prior to their maturity;

            (b) intentionally omitted;

            (c) obligations of the following United States of America
      government sponsored agencies: Federal Home Loan Mortgage Corp. (debt
      obligations), the Farm Credit System (consolidated systemwide bonds and
      notes), the Federal Home Loan Banks (consolidated debt obligations), the
      Federal National Mortgage Association (debt obligations), the Student
      Loan Marketing Association (debt obligations), the Financing Corp. (debt
      obligations), and the Resolution Funding Corp. (debt obligations);
      provided, however, that the investments described in this clause must
      (A) have a predetermined fixed dollar of principal due at maturity that
      cannot vary or change, (B) if such investments have a variable rate of
      interest, such interest rate must be tied to a single interest rate
      index plus a fixed spread (if any) and must move proportionately with
      that index, and (C) such investments must not be subject to liquidation
      prior to their maturity;


                                       31
<PAGE>

            (d) federal funds, unsecured certificates of deposit, time
      deposits, bankers' acceptances and repurchase agreements with maturities
      of not more than 365 days of any bank, the short term obligations of
      which are rated in the highest short term rating category by the Rating
      Agency; provided, however, that the investments described in this clause
      must (A) have a predetermined fixed dollar of principal due at maturity
      that cannot vary or change, (B) if such investments have a variable rate
      of interest, such interest rate must be tied to a single interest rate
      index plus a fixed spread (if any) and must move proportionately with
      that index, and (C) such investments must not be subject to liquidation
      prior to their maturity;

            (e) fully Federal Deposit Insurance Corporation-insured demand and
      time deposits in, or certificates of deposit of, or bankers' acceptances
      issued by, any bank or trust company, savings and loan association or
      savings bank, the short term obligations of which are rated in the
      highest short term rating category by the Rating Agency; provided,
      however, that the investments described in this clause must (A) have a
      predetermined fixed dollar of principal due at maturity that cannot vary
      or change, (B) if such investments have a variable rate of interest, 
      such interest rate must be tied to a single interest rate index plus a 
      fixed spread (if any) and must move proportionately with that index,
      and (C) such investments must not be subject to liquidation prior to
      their maturity;

            (f) debt obligations with maturities of not more than 365 days and
      rated by the Rating Agency in its highest long-term unsecured rating
      category; provided, however, that the investments described in this
      clause must (A) have a predetermined fixed dollar of principal due at
      maturity that cannot vary or change, (B) if such investments have a
      variable rate of interest, such interest rate must be tied to a single
      interest rate index plus a fixed spread (if any) and must move
      proportionately with that index, and (C) such investments must not be
      subject to liquidation prior to their maturity;


                                       32
<PAGE>

            (g) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than one year after the date of issuance thereof)
      with maturities of not more than 270 days and that is rated by the Rating
      Agency in its highest short-term unsecured debt rating; provided, however,
      that the investments described in this clause must (A) have a
      predetermined fixed dollar of principal due at maturity that cannot vary
      or change, (B) if such investments have a variable rate of interest, such
      interest rate must be tied to a single interest rate index plus a fixed
      spread (if any) and must move proportionately with that index, and (C)
      such investments must not be subject to liquidation prior to their
      maturity;

            (h) the Federated Prime Obligation Money Market Fund (the "Fund") so
      long as the Fund is rated "AAA" by the Rating Agency;

            (i) any other demand, money market or time deposit, demand
      obligation or any other obligation, security or investment, provided that
      the Rating Agency has confirmed in writing to Beneficiary, that such
      investment would not, in and of itself, result in a downgrade,
      qualification or withdrawal of the then current ratings assigned to any
      certificates issued in connection with a Securitization); and

            (j) such other obligations as are acceptable as Permitted
      Investments to the Rating Agency, as confirmed in writing to 
Beneficiary,
      that such obligations would not, in and of itself, result in a downgrade,
      qualification or withdrawal of the then current ratings assigned to any
      certificates issued in connection with a Securitization);

provided, however, that, in the judgment of Beneficiary, such instrument 
continues to qualify as a "cash flow investment" pursuant to Code Section 
860G(a)(6) earning a passive return in the nature of interest and that no 
instrument or security shall be a Permitted Investment if (i) such 
instrument or security evidences a right to receive only interest payments 
or (ii) the 

                                       33
<PAGE>

right to receive principal and interest payments derived from the 
underlying investment provides a yield to maturity in excess of 120% of the 
yield to maturity at par of such underlying investment.

      "Permitted Liens" shall mean (i) the liens of this Deed of Trust and 
other Loan Documents; (ii) liens for taxes, assessments and other 
governmental charges not yet due and payable or due and payable, but not 
yet delinquent, or that are being contested in good faith by appropriate 
proceedings in accordance with Section 4.04 hereof; (iii) deposits or 
pledges to secure the payment of workmen's compensation, unemployment 
insurance or other social security benefits or obligations, or to secure 
the performance of trade contracts, leases, public or statutory 
obligations, surety or appeal bonds or other obligations of a like general 
nature incurred in the ordinary course of business and in accordance with 
the Approved Manager Standard; (iv) judgment liens, landlords, mechanics', 
materialmen's, warehousemen's, carriers', or other like liens arising in 
the ordinary course of business securing obligations which are not overdue 
for a period longer than 30 days, or which are being contested in good 
faith by appropriate proceedings which are being diligently pursued in 
accordance with Section 2.06 hereof; and (v) easements, rights of way, 
zoning, similar restrictions, and other similar encumbrances or title 
defects that, singly or in the aggregate, do not in any case detract from 
the value of the Trust Property, all of which (other than the liens of the 
type set forth in clauses (i) and (ii) above and Permitted Encumbrances) 
are subordinate to the lien of this Deed of Trust.

      "Person" shall mean any individual, corporation, limited liability 
company, partnership, joint venture, estate, trust, unincorporated 
association, any federal, state, county or municipal government or any 
bureau, department or agency thereof and any fiduciary acting in such 
capacity on behalf of any of the foregoing.

      "Plan" shall mean an employee benefit or other plan established or 
maintained by Grantor or any ERISA Affiliate during the five-year period 
ended prior to the date of this Deed of Trust or to which Grantor or any 
ERISA Affiliate makes, is obligated to make or has, within the five year 
period ended prior 

                                       34
<PAGE>

to the date of this Deed of Trust, been required to make contributions 
(whether or not covered by Title IV of ERISA or Section 302 of ERISA or 
Section 401(a) or 412 of the Code), other than a Multiemployer Plan.

      "Premises" shall have the meaning set forth in granting clause (a) of 
this Deed of Trust.

      "Principal Amount" shall mean the Loan Amount as such amount may be 
reduced from time to time pursuant to the terms of this Deed of Trust, the 
Note or the other Loan Documents.

      "Principal Payments" shall mean all payments of principal made 
pursuant to the terms of the Note.

      "Property Agreements" shall mean all agreements, grants of easements 
and/or rights-of-way, reciprocal easement agreements, permits, declarations 
of covenants, conditions and restrictions, disposition and development 
agreements, planned unit development agreements, management or parking 
agreements, party wall agreements or other instruments affecting the Trust 
Property, including, without limitation any Pad Owners, but not including 
any brokerage agreements, management agreements, service contracts, Space 
Leases or the Loan Documents.

      "Rating Agency" shall mean Fitch Investors Services, L.P., and any 
successor thereto.

      "Realty" shall have the meaning set forth in Section 2.05(b) hereof.

      "Recurring Replacement Expenditures" shall mean expenditures related 
to capital repairs, replacements and improvements performed at the Trust 
Property from time to time.

      "Recurring Replacement Reserve Monthly Installment" shall mean an 
amount equal to the product of 1/12 of the gross leasable area of the 
Premises multiplied by the RR Multiplier set forth on Exhibit B attached 
hereto and made a part hereof (the "Initial Recurring Installments") until 
the end of the first (1st) Loan Year and an amount per month in each 
subsequent Loan Year or portion thereof occurring prior to the Maturity 
Date equal to 1/12 

                                       35
<PAGE>

of the product of (a) the gross leasable area of the Premises as of 
December 1 of each year and (b) the RR Multiplier and (c) a fraction, the 
numerator of which is the CPI for the month of December of the calendar 
year immediately preceding the year with respect to which the determination 
is being made and the denominator of which is the CPI for the month of 
December, 1996, but in no event shall the Recurring Replacement Reserve 
Monthly Installment as calculated above be decreased in any year.

      "Recurring Replacement Reserve Sub-Account" shall mean the 
Sub-Account of the Central Account established pursuant to Section 5.02 
hereof and maintained pursuant to Section 5.08 hereof relating to the 
payment of Recurring Replacement Expenditures.

      "Rent" shall have the meaning set forth in granting clause (f) of 
this Deed of Trust.

      "Rent Account" shall mean an Eligible Account maintained by a bank 
acceptable to Grantor and Beneficiary in the name of Beneficiary.

      "Rent Roll" shall have the meaning set forth in Section 2.05 (o) 
hereof.

      "Required Debt Service Coverage" shall mean a Debt Service Coverage 
of not less than 1.4:1.

      "Required Debt Service Payment" shall mean, as of any Payment Date, 
the amount of interest, including, without limitation Default Rate 
Interest, and principal then due and payable pursuant to the Note, together 
with any other sums due and payable thereunder, including, without 
limitation, any prepayments required to be made or for which notice has 
been given under this Deed of Trust and premium, if any, to be paid in 
accordance therewith.

      "Required Engineering Work" shall have the meaning set forth in 
Section 5.02 hereof.

      "Retention Amount" shall have the meaning set forth in Section 
3.04(b)(vii) hereof.

                                       36
<PAGE>

      "Securities Act" shall mean the Securities Act of 1933, as the same 
shall be amended from time to time.

      "Securitization" shall mean a public or private offering of 
securities by Potomac Gurnee Finance Corp., Merrill Lynch, Pierce, Fenner & 
Smith Incorporated, Beneficiary or any of their respective Affiliates or 
their respective successors and assigns which are collateralized, in whole 
or in part, by this Deed of Trust.

      "Security Deposit Account" shall have the meaning set forth in 
Section 5.01 hereof.

      "Single Purpose Entity" shall mean a corporation, partnership, joint 
venture, trust or unincorporated association, which is formed or organized 
solely for the purpose of holding, directly, an ownership interest in the 
Trust Property and activities incidental thereto, does not engage in any 
business unrelated to the Trust Property, does not have any assets other 
than those related to its interest in the Trust Property or any 
indebtedness other than as permitted by this Deed of Trust or the other 
Loan Documents, has its own separate books and records and has its own 
accounts, in each case which are separate and apart from the books and 
records and accounts of any other Person, and holds itself out as being a 
Person, separate and apart from any other Person and which otherwise 
satisfies the criteria of the Rating Agency, as in effect on the Closing 
Date, for a single purpose entity.

      "Solvent" shall mean, as to any Person, that (a) the sum of the 
assets of such Person, at a fair valuation, exceeds its liabilities, 
including contingent liabilities, (b) such Person has sufficient capital 
with which to conduct its business as presently conducted and as proposed 
to be conducted and (c) such Person has not incurred indebtedness, and does 
not intend to incur debts, beyond its ability to pay such indebtedness as 
they mature. For purposes of this definition, "indebtedness" shall have the 
meaning set forth in the definition of Permitted Debt.

      "Space Leases" shall mean any Lease or sublease thereunder 
(including, without limitation, any Major Space Lease) or any other 
agreement providing for the use and occupancy of a portion 

                                       37
<PAGE>

of the Trust Property as the same may be amended, renewed or supplemented.

      "State" shall mean any of the states which are members of the United 
States of America.

      "Stated Maturity", when used with respect to the Note or any 
installment of interest and/or principal payment thereunder, shall mean the 
date specified in the Note as the fixed date on which a payment of all or 
any portion of principal and/or interest is due and payable.

      "Sub-Accounts" shall have the meaning set forth in Section 5.02 
hereof.

      "Substantial Casualty" shall have the meaning set forth in Section 
3.04 hereof.

      "Substantial Taking" shall mean a Taking of such portion of the Trust 
Property that (a) would leave remaining a balance of the Trust Property 
which would not under then current economic conditions, applicable zoning 
laws, building regulations and other applicable Legal Requirements, permit 
the restoration of the Trust Property so as to constitute a complete, 
rentable facility of the same sort as existed prior to the Taking, having 
adequate ingress and egress to the Trust Property, (b) as a result of which 
Beneficiary is not reasonably satisfied that the Debt Service Coverage for 
the previous fiscal quarter, as of the last day of the first fiscal quarter 
ending after substantial completion of the Work, will not be equal to or 
greater than the greater of (i) the Debt Service Coverage for the fiscal 
quarter immediately prior to the Taking and (ii) the Closing DSC, (c) as a 
result of which more than 15% of the reasonably estimated aggregate value 
of the Trust Property is affected, or (d) as a result of which Beneficiary 
is not reasonably satisfied the Work can be completed prior to Maturity and 
within twelve months of the Taking; provided, however, such twelve month 
period may be extended at the request of Grantor provided that Grantor 
delivers a letter from the Rating Agency confirming that any rating issued 
in connection with a Securitization will not, as a result of such extension 
be downgraded from the then current ratings thereof, qualified, or 
withdrawn.

                                       38
<PAGE>

      "Taking" shall mean a condemnation or taking pursuant to the lawful 
exercise of the power of eminent domain.

      "Total GLA" shall mean the total gross leasable area of the Trust 
Property, including all Space Leases.

      "Transfer" shall mean the conveyance, assignment, sale, mortgaging, 
encumbrance, pledging, hypothecation, granting of a security interest in, 
granting of options with respect to, or other disposition of (directly or 
indirectly, voluntarily or involuntarily, by operation of law or otherwise, 
and whether or not for consideration or of record) all or any portion of 
any legal or beneficial interest (a) in all or any portion of the Trust 
Property; (b) in the stock or membership interest of any General Partner; 
(c) in Grantor (or any trust of which Grantor is a trustee); or (d) in any 
Person having a direct legal or beneficial ownership in Grantor and shall 
also include, without limitation to the foregoing, the following: an 
installment sales agreement wherein Grantor agrees to sell the Trust 
Property or any part thereof or any interest therein for a price to be paid 
in installments; an agreement by Grantor leasing all or a substantial part 
of the Trust Property to one or more Persons pursuant to a single or 
related transactions, or a sale, assignment or other transfer of, or the 
grant of a security interest in, Grantor's right, title and interest in and 
to any Leases or any Rent; any instrument subjecting the Trust Property to 
a condominium regime or transferring ownership to a cooperative 
corporation; and the dissolution or termination of Grantor or the merger or 
consolidation of Grantor with any other Person. The Merger will not be 
deemed a Transfer. Additionally (a) as long as The Mills Corporation 
remains the sole general partner of the Mills Limited Partnership, a 
Delaware limited partnership ("MLP") and The Mills Corporation owns at 
least 35% of the limited partnership interests of MLP, the term "Transfer" 
shall not apply to any conveyance, assignment, sale, mortgaging, 
encumbrance, pledging, hypothecation, granting of a security interest in, 
granting of options with respect to or other disposition of any limited 
partnership interests in MLP and (b) the term "Transfer" shall not apply to 
any conveyance, assignment, sale, mortgaging, encumbrance, pledging, 
hypothecation, granting of a security 

                                       39
<PAGE>

interest in, granting of options with respect to or other disposition of 
any interest in Grantor or any general partner of Grantor to a Person which 
is owned one hundred percent, directly or indirectly by MLP or The Mills 
Corporation. Additionally, it shall be a Transfer if MLP and/or The Mills 
Corporation ceases to own 100% of Grantor either directly or indirectly.

      "Treasury Constant Maturity Yield Index" shall mean the average yield 
for "This Week" as reported by the Federal Reserve Board in Federal Reserve 
Statistical Release H.15 (519).

      "Trust Property" shall have the meaning set forth in the granting 
clauses of this Deed of Trust.

      "UCC" shall mean the Uniform Commercial Code as in effect in the 
State in which the Trust Property is located.

      "Unscheduled Payments" shall mean (a) all Loss Proceeds that Grantor 
has elected or is required to apply to the repayment of the Debt pursuant 
to this Deed of Trust, the Note or any other Loan Documents, (b) any funds 
representing a voluntary or involuntary principal prepayment other than 
scheduled Principal Payments, (c) any Net Proceeds and (d) any amounts paid 
from the Curtailment Reserve Sub-Account pursuant to Section 5.11 hereof.

      "Use Requirements" shall mean any and all building codes, permits, 
certificates of occupancy or compliance, laws, regulations, or ordinances 
(including, without limitation, health, pollution, fire protection, medical 
and day-care facilities, waste product and sewage disposal regulations), 
restrictions of record, easements, reciprocal easements, declarations or 
other agreements affecting the use of the Trust Property or any part 
thereof.

      "Welfare Plan" shall mean an employee welfare benefit plan as defined 
in Section 3(1) of ERISA established or maintained by Grantor or any ERISA 
Affiliate or that covers any current or forms employee of Grantor or any 
ERISA Affiliate.

      "Work" shall have the meaning set forth in Section 3.04(a)(i) hereof.

                                       40
<PAGE>

      "Yield Maintenance Premium" shall mean the premium which shall be the 
product of (a) a fraction, the numerator of which is the positive excess 
(expressed as a percentage of the outstanding principal amount of the 
applicable Portion (as such term is defined in the Note) before repayment), 
if any, of (i) the present value of all future payments of principal and 
interest on the Principal Amount, including, without limitation, any 
outstanding principal amount of the Loan as of the Payment Date in June, 
2003 to be made on the applicable Portion before the prepayment in 
question, discounted at an interest rate per annum equal to the Treasury 
Constant Maturity Yield Index published during the second full week 
preceding the date on which such premium is payable for instruments having 
a maturity coterminous with the Payment Date occurring in June, 2003, over 
(ii) the outstanding principal amount of the applicable Portion immediately 
before such prepayment, and the denominator of which is the Principal 
Amount immediately prior to the prepayment, and (b) the principal amount of 
the applicable Portion being prepaid; provided, however, that if there is 
no Treasury Constant Maturity Yield Index for instruments having a maturity 
coterminous with the Payment Date occurring in June, 2003, then the index 
referred to in (1) above shall be equal to the weighted average yield to 
maturity of the Treasury Constant Maturity Yield Indices with maturities 
next longer and shorter than such remaining average life to the Payment 
Date occurring in June, 2003, calculated by averaging (and rounding upward 
to the nearest whole multiple of 1/100 of 1% per annum, if the average is 
not such a multiple) the yields of the relevant Treasury Constant Maturity 
Yield Indices (rounded, if necessary, to the nearest 1/100 of 1% with any 
figure of 1/200 of 1% or above rounded upward).

                      ARTICLE II: COVENANTS, WARRANTIES
                        AND REPRESENTATIONS OF Grantor

Section 2.01. Payment of Debt. Grantor will pay the Debt at the time and in 
the manner provided in the Note and the other Loan Documents, all in lawful 
money of the United States of America in immediately available funds.

                                       41
<PAGE>

Section 2.02. Representations and Warranties of Grantor. Grantor represents 
and warrants to Beneficiary:

      (a) Organization and Authority. Grantor (or, prior to the Merger, 
each of the entities comprising Grantor) (i) is a general partnership, 
limited partnership or corporation, as the case may be, duly organized, 
validly existing and in good standing under the laws of the jurisdiction of 
its formation, (ii) has all requisite power and authority and all necessary 
and material licenses and permits to own and operate the Trust Property and 
to carry on its business as now conducted and as presently proposed to be 
conducted and (iii) is duly qualified, authorized to do business and in 
good standing in the jurisdiction where the Trust Property is located and 
in each other jurisdiction where the conduct of its business or the nature 
of its activities makes such qualification necessary. If Grantor is a 
limited partnership or general partnership, each general partner of Grantor 
which is a corporation is duly organized, validly existing, and in good 
standing under the laws of the jurisdiction of its incorporation.

      (b) Power. Grantor and, if applicable, each General Partner has full 
power and authority to execute, deliver and perform, as applicable, the 
Loan Documents to which it is a party, to make the borrowings thereunder, 
to execute and deliver the Note and to grant to Beneficiary a first, prior, 
perfected and continuing lien on and security interest in the Trust 
Property, subject only to the Permitted Encumbrances.

      (c) Authorization of Borrowing. The execution, delivery and 
performance of the Loan Documents to which Grantor is a party, the making 
of the borrowings thereunder, the execution and delivery of the Note, the 
grant of the liens on the Trust Property pursuant to the Loan Documents to 
which Grantor is a party and the consummation of the Loan are within the 
powers of Grantor and have been duly authorized by Grantor and, if 
applicable, the General Partners, by all requisite action (and Grantor 
hereby represents that no approval or action of any limited partner or 
shareholder, as applicable, of Grantor is required to authorize any of the 
Loan Documents to which Grantor is a party other than as have been 
obtained) and will constitute the legal, valid and binding obligation of 
Grantor, 

                                       42
<PAGE>

enforceable against Grantor in accordance with their terms, except as 
enforcement may be stayed or limited by bankruptcy, insolvency, 
reorganization, receivership, moratorium, or similar laws relating to or 
affecting the enforcement of creditors' rights generally and by general 
principles of equity (whether considered in proceedings at law or in 
equity) and will not (i) violate any provision of its partnership agreement 
or partnership certificate or certificate of incorporation or by-laws, as 
applicable, or, to its knowledge, any law, judgment, order, rule or 
regulation of any court, arbitration panel or other Governmental Authority, 
domestic or foreign, or other Person affecting or binding upon Grantor or 
the Trust Property, or (ii) violate any provision of any indenture, 
agreement, mortgage, contract or other instrument to which Grantor or, if 
applicable, any General Partner is a party or by which any of their 
respective property, assets or revenues are bound, or be in conflict with, 
result in an acceleration of any obligation or a breach of or constitute 
(with notice or lapse of time or both) a default or require any payment or 
prepayment under, any such indenture, agreement, mortgage, contract or 
other instrument, or (iii) result in the creation or imposition of any 
lien, except those in favor of Beneficiary as provided in the Loan 
Documents to which it is a party.

      (d) Consent. Neither Grantor nor, if applicable, any General Partner, 
is required to obtain any consent, approval or authorization from, or to 
file any declaration or statement with, any Governmental Authority or other 
agency in connection with or as a condition to the execution, delivery or 
performance of this Deed of Trust, the Note or the other Loan Documents 
which has not been so obtained or filed.

      (e) Interest Rate. The rate of interest paid under the Note and the 
method and manner of the calculation thereof do not violate any usury or 
other law or applicable Legal Requirement.

      (f) Other Agreements. Grantor is not a party to nor is otherwise 
bound by any agreements or instruments which, individually or in the 
aggregate, are reasonably likely to have a Material Adverse Effect. Neither 
Grantor nor, if applicable, any General Partner, is in violation of its 
partnership agreement or corporate organizational documents, as applicable, 
or other 

                                       43
<PAGE>

restriction or any agreement or instrument by which it is bound, or any 
judgment, decree, writ, injunction, order or award of any arbitrator, court 
or Governmental Authority, or any Legal Requirement, in each case, 
applicable to Grantor or the Trust Property, except for such violations 
that would not, individually or in the aggregate, have a Material Adverse 
Effect.

      (g) Maintenance of Existence. (i) Grantor and, if applicable, each 
General Partner at all times since their formation have been duly formed 
and existing and shall preserve and keep in full force and effect their 
existence as a Single Purpose Entity.

            (ii) Grantor and, if applicable, each General Partner, at all times
      since their organization have complied, and will continue to comply, with
      the provisions of its certificate and agreement of partnership or
      certificate of incorporation and by-laws, as applicable, and will comply
      in all material respects with the laws of its jurisdiction of organization
      relating to partnerships or corporations, as applicable.

            (iii) All customary formalities regarding the partnership, or
      corporate existence, as applicable, of Grantor, and if, applicable, each
      General Partner will be observed.

            (iv) Grantor and, if applicable, each General Partner, will
      maintain their respective financial statements, accounting records and
      other partnership or corporate documents separate from those of any other
      Person. Except as contemplated herein and in the other Loan Documents,
      Grantor and, if applicable, each General Partner will not commingle,
      their respective assets with those of any other Person. Grantor will
      maintain, its own bank accounts, payroll and separate books of account.

            (v) Grantor and, if applicable, each General Partner, will pay
      their own liabilities from their own separate assets.


                                       44
<PAGE>

            (vi) Grantor and, if applicable, each General Partner will identify
      themselves, in all dealings with the public, under their own names and as
      separate and distinct entities. Grantor and, if applicable, each General
      Partner, will not identify themselves, as being a division of any other
      Person.

            (vii) Grantor and, if applicable, each General Partner, are and
      will continue to be, adequately capitalized in light of the nature of
      their respective businesses.

            (viii) Grantor (A) except as previously disclosed in writing to
      Grantor, does not own and will not own any encumbered asset other than
      the Trust Property, (B) is not engaged and will not engage in any
      business other than the ownership, management, leasing, expanding and
      operation of the Trust Property and activities incidental thereto, (C)
      will not enter into any contract or agreement with any Affiliate of
      Grantor or, if applicable, any Affiliate of a General Partner 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
      third parties other than an Affiliate, (D) will not incur any debt,
      secured or unsecured, direct or contingent (including guaranteeing any
      obligation), other than the Loan and Permitted Debt (E) will not make any
      loans or advances to any Person (including any Affiliate).

            (ix) Grantor will not change its name or principal place of
      business, except in connection with the Merger.

            (x) Grantor does not have, and will not have, any subsidiaries.

            (xi) Grantor will preserve and maintain its existence as a limited
      partnership and all material rights, privileges, trade names and
      franchises, except in connection with the Merger.


                                       45
<PAGE>

            (xii) Neither Grantor, nor, if applicable, any General Partner,
      will merge or consolidate with, or sell all or substantially all of its
      respective assets to any Person, or liquidate, wind up or dissolve
      itself (or suffer any liquidation, winding up or dissolution), except
      in connection with the Merger. Grantor will not acquire any business or
      assets from, or capital stock or other ownership interest of, or be a
      party to any acquisition of, any Person, except in connection with the
      Merger.

            (xiii) Grantor will not assume or guarantee the liabilities of its
      partners or shareholders or any predecessor corporation or partnership,
      each as applicable, any Affiliates, or any other Persons, except in
      connection with the Merger. Grantor will not acquire obligations or
      securities of its partners or shareholders or any predecessor corporation
      or partnership, each as applicable, or any Affiliates, except in
      connection with the Merger. Grantor will not make loans to its partners
      or shareholders or any predecessor corporation or partnership, each as
      applicable, or any Affiliates of any of such Persons.

            (xiv) Grantor will not enter into or be a party to, any
      transaction with its partners or shareholders, as applicable, or any
      Affiliates of its partners except in the ordinary course of business of
      Grantor on terms which are no less favorable to Grantor than would be
      obtained in a comparable arm's length transaction with an unrelated third
      party.

      (h) No Defaults. No Default or Event of Default has occurred and is 
continuing or would occur as a result of the consummation of the 
transactions contemplated by the Loan Documents. Grantor is not in default 
in the payment or performance of any of its Contractual Obligations in any 
material respect.

      (i) Governmental Consents and Approvals. Grantor and, if applicable, 
each General Partner, have obtained or made all necessary (i) consents, 
approvals and authorizations, and registrations and filings of or with all 
Governmental Authorities 

                                       46
<PAGE>

and (ii) consents, approvals, waivers and notifications of partners, 
stockholders, creditors, lessors and other nongovernmental Persons, in each 
case, which are required to be obtained or made by Grantor or, if 
applicable, the General Partner, in connection with the execution and 
delivery of, and the performance by Grantor of its obligations under, the 
Loan Documents except for such consents, approvals and authorizations, 
registrations and filings, waivers and notifications the failure of which 
to obtain or make would not have (i) a Material Adverse Effect, (ii) 
interfere with Grantor's ability to pay its obligations in timely manner or 
(iii) otherwise interfere with the benefits of the security intended to be 
provided by this Deed of Trust.

      (j) Investment Company Act Status. Grantor is not an "investment 
company," or a company "controlled" by an "investment company," as such 
terms are defined in the Investment Company Act of 1940, as amended.

      (k) Compliance with Law. Grantor is in compliance in all material 
respects with all Legal Requirements to which it or the Trust Property is 
subject, including, without limitation, all Environmental Statutes, the 
Occupational Safety and Health Act of 1970, the Americans with Disabilities 
Act and ERISA. No portion or the Trust Property has been or will be 
purchased, improved, fixtured, equipped or furnished with proceeds of any 
illegal activity.

      (l) Financial Information. All financial data that has been delivered 
by Grantor to Beneficiary (i) is true, complete and correct in all material 
respects, (ii) accurately represents in all material respects the financial 
condition and results of operations of the Persons covered thereby as of 
the date on which the same shall have been furnished, and (iii) has been 
prepared in accordance with GAAP (or such other accounting basis as is 
reasonably acceptable to Beneficiary) throughout the periods covered. As of 
the date hereof, neither Grantor nor, if applicable, any General Partner, 
has any contingent liability, liability for taxes or other unusual or 
forward commitment of a material nature not reflected in such financial 
statements delivered to Beneficiary; since the date of the last financial 
statements delivered by Grantor to Beneficiary except as 

                                       47
<PAGE>

otherwise disclosed in such financial statements or notes thereto, there 
has been no change in the assets, liabilities or financial position of 
Grantor nor, if applicable, any General Partner, or in the results of 
operations of Grantor which would have a Material Adverse Effect. Neither 
Grantor nor, if applicable, any General Partner, has incurred any 
obligation or liability, contingent or otherwise not reflected in such 
financial statements which would have a Material Adverse Effect.

      (m) Transaction Brokerage Fees. Grantor has not dealt with any 
financial advisors, brokers, underwriters, placement agents, agents or 
finders in connection with the transactions contemplated by this Deed of 
Trust except for CS First Boston Mortgage Capital Corp. and Merrill Lynch, 
Pierce, Fenner & Smith Incorporated and their respective Affiliates. All 
brokerage fees, commissions and other expenses payable in connection with 
the transactions contemplated by the Loan Documents have been paid in full 
contemporaneously with the execution of the Loan Documents and the funding 
of the Loan. Grantor hereby agrees to indemnify and hold Beneficiary 
harmless from and against any and all claims, liabilities, costs and 
expenses of any kind in any way relating to or arising from (i) a claim by 
any Person that such Person acted on behalf of Grantor in connection with 
the transactions contemplated herein or (ii) any breach of the foregoing 
representation. The provisions of this subsection (m) shall survive the 
repayment of the Debt.

      (n) Federal Reserve Regulations. No part of the proceeds of the Loan 
will be used for the purpose of purchasing or acquiring any "margin stock" 
within the meaning of Regulations G, T, U or X of the Board of Governors of 
the Federal Reserve System or for any other purpose which would be 
inconsistent with such Regulations G, T, U or X or any other Regulations of 
such Board of Governors, or for any purposes prohibited by Legal 
Requirements or by the terms and conditions of the Loan Documents.

      (o) Pending Litigation. There are no actions, suits or proceedings 
pending or, to the best knowledge of Grantor, threatened against or 
affecting Grantor or the Trust Property in any court or before any 
Governmental Authority which 

                                       48
<PAGE>

if adversely determined either individually or collectively has or is 
reasonably likely to have a Material Adverse Effect.

      (p) Solvency; No Bankruptcy. Each of Grantor and, if applicable, the 
General Partner, (i) is and has at all times been Solvent and will remain 
Solvent immediately upon the consummation of the transactions contemplated 
by the Loan Documents and (ii) is free from bankruptcy, reorganization or 
arrangement proceedings or a general assignment for the benefit of 
creditors and is not contemplating the filing of a petition under any state 
or federal bankruptcy or insolvency laws or the liquidation of all or a 
major portion of such Person's assets or property and Grantor has no 
knowledge of any Person contemplating the filing of any such petition 
against it or, if applicable, the General Partner. None of the transactions 
contemplated hereby will be or have been made with an intent to hinder, 
delay or defraud any present or future creditors of Grantor and Grantor has 
received reasonably equivalent value in exchange for its obligations under 
the Loan Documents. Grantor's assets do not, and immediately upon 
consummation of the transaction contemplated in the Loan Documents will 
not, constitute unreasonably small capital to carry out its business as 
presently conducted or as proposed to be conducted. Grantor does not intend 
to, nor believe that it will, incur debts and liabilities beyond its 
ability to pay such debts as they may mature.

      (q) Use of Proceeds. The proceeds of the Loan shall be applied by 
Grantor to, inter alia, (i) satisfy certain mortgage loans presently 
encumbering all or a part of the Trust Property, (ii) fund the Sub-Accounts 
in accordance with Article V hereof and (iii) pay certain transaction costs 
incurred by Grantor in connection with the Loan. No portion of the proceeds 
of the Loan will be used for family, personal, agricultural or household 
use.

      (r) Tax Filings. Grantor and, if applicable, each General Partner, 
have filed all federal, state and local tax returns required to be filed 
and have paid or made adequate provision for the payment of all federal, 
state and local taxes, charges and assessments payable by Grantor and, if 
applicable, the General Partners. Grantor and, if applicable, the General 
Partners, believe that their respective tax returns properly re-

                                       49
<PAGE>

flect the income and taxes of Grantor and said General Partner, if any, for 
the periods covered thereby, subject only to reasonable adjustments 
required by the Internal Revenue Service or other applicable tax authority 
upon audit.

      (s) Not Foreign Person. Grantor is not a "foreign person" within the 
meaning of ss.1445(f)(3) of the Code.

      (t) ERISA. (a) The assets of Grantor are not and will not become 
treated as "plan assets", whether by operation of law or under regulations 
promulgated under ERISA. Each Plan and Welfare Plan, and, to the knowledge 
of Grantor, each Multiemployer Plan, is in compliance in all material 
respects with, and has been administered in all material respects in 
compliance with, its terms and the applicable provisions of ERISA, the Code 
and any other applicable Legal Requirement, and no event or condition has 
occurred and is continuing as to which Grantor would be under an obligation 
to furnish a report to Beneficiary under clause (b)(i) of this Section. 
Other than an application for a favorable determination letter with respect 
to a Plan, there are no pending issues or claims before the Internal 
Revenue Service, the United States Department of Labor or any court of 
competent jurisdiction related to any Plan or Welfare Plan under which 
Grantor or any ERISA Affiliate, directly or indirectly (through an 
indemnification agreement or otherwise), could be subject to any material 
risk of liability under Section 409 or 502(i) of ERISA or Section 4975 of 
the Code. No Welfare Plan provides or will provide benefits, including, 
without limitation, death or medical benefits (whether or not insured) with 
respect to any current or former employee of Grantor or any ERISA Affiliate 
beyond his or her retirement or other termination of service other than (i) 
coverage mandated by applicable law, (ii) death or disability benefits that 
have been fully provided for by fully paid up insurance or (iii) severance 
benefits.

            (b) Grantor will furnish to Beneficiary as soon as possible, 
and in any event within ten (10) days after Grantor knows or has reason to 
believe that any of the events or conditions specified below with respect 
to any Plan, Welfare Plan or Multiemployer Plan has occurred or exists, a 
statement signed by a senior financial officer of Grantor setting forth 
details 

                                       50
<PAGE>

respecting such event or condition and the action, if any, that Grantor or 
its ERISA Affiliate proposes to take with respect thereto (and a copy of 
any report or notice required to be filed with or given to PBGC (or any 
other relevant Governmental Authority) by Grantor or an ERISA Affiliate 
with respect to such event or condition, if such report or notice is 
required to be filed with the PBGC or any other relevant Governmental 
Authority:

            (i) any reportable event, as defined in Section 4043(b) of ERISA
      and the regulations issued thereunder, with respect to a Plan, as to
      which PBGC has not by regulation waived the requirement of Section
      4043(a) of ERISA that it be notified within thirty (30) days of the
      occurrence of such event (provided that a failure to meet the minimum
      funding standard of Section 412 of the Code of Section 302 of ERISA,
      including, without limitation, the failure to make on or before its due
      date a required installment under Section 412(m) of the Code of Section
      302(e) of ERISA, shall be a reportable event regardless of the issuance
      of any waivers in accordance with Section 412(d) of the Code), and any
      request for a waiver under Section 412(d) of the Code for any Plan;

            (ii) the distribution under Section 4041 of ERISA of a notice of
      intent to terminate any Plan or any action taken by Grantor or an ERISA
      Affiliate to terminate any Plan;

            (iii) the institution by PBGC of proceedings under Section 4042 of
      ERISA for the termination of, or the appointment of a trustee to
      administer, any Plan, or the receipt by Grantor or any ERISA Affiliate
      of a notice from a Multiemployer Plan that such action has been taken by
      PBGC with respect to such Multiemployer Plan;

            (iv) the complete or partial withdrawal from a Multiemployer Plan
      by Grantor or any ERISA Affiliate that results in liability under
      Section 4201 or 4204 of ERISA (including the obligation to satisfy
      secondary


                                       51
<PAGE>

      liability as a result of a purchaser default) or the receipt by 
      Grantor or any ERISA Affiliate of notice from a Multiemployer Plan that
      it is in reorganization or insolvency pursuant to Section 4241 or 4245
      of ERISA or that it intends to terminate or has terminated under Section
      4041A of ERISA;

            (v) the institution of a proceeding by a fiduciary of any
      Multiemployer Plan against Grantor or any ERISA Affiliate to enforce
      Section 515 of ERISA, which proceeding is not dismissed within thirty
      (30) days;

            (vi) the adoption of an amendment to any Plan that, pursuant to
      Section 401(a)(29) of the Code or Section 307 of ERISA, would result in
      the loss of tax-exempt status of the trust of which such Plan is a part
      if Grantor or an ERISA Affiliate fails to timely provide security to the
      Plan in accordance with the provisions of said Sections; or

            (vii) the imposition of a lien or a security interest in
      connection with a Plan.

            (c) Grantor shall not knowingly engage in or permit any 
transaction in connection with which Grantor or any ERISA Affiliate could 
be subject to either a civil penalty or tax assessed pursuant to Section 
502(i) or 502(l) of ERISA or Section 4975 of the Code, permit any Welfare 
Plan to provide benefits, including without limitation, medical benefits 
(whether or not insured), with respect to any current or former employee of 
Grantor or any ERISA Affiliate beyond his or her retirement or other 
termination of service other than (i) coverage mandated by applicable law, 
(ii) death or disability benefits that have been fully provided for by paid 
up insurance or otherwise or (iii) severance benefits, permit the assets of 
Grantor to become "plan assets", whether by operation of law or under 
regulations promulgated under ERISA or adopt, amend (except as may be 
required by applicable law) or increase the amount of any benefit or amount 
payable under, or permit any ERISA Affiliate to adopt, amend (except as may 
be required by applicable law) or increase the amount of any benefit or 
amount payable under, any employee 

                                       52
<PAGE>

benefit plan (including, without limitation, any employee welfare benefit 
plan) or other plan, policy or arrangement, except in the ordinary course 
of business.

      (u) Labor Matters. Grantor is not a party to any collective 
bargaining agreements.

      (v) Private Offering. Neither Grantor nor any Person authorized to 
act on its behalf (other than the initial purchasers of the Securities (as 
defined below), as to which no representation is made) in connection with 
any offer or sale of any securities issued in connection with a 
Securitization (the "Securities") has used any form of general solicitation 
or general advertising within the meaning of Rule 502(c) under the 
Securities Act of 1933, as amended from time to time (the "Securities 
Act"), including, but not limited to, advertisements, articles, notices or 
other communications published in any newspaper, magazine or similar medium 
or broadcast over television or radio, or any seminar or meeting whose 
attendees have been invited by any general solicitation or general 
advertising. Neither Grantor nor any Person authorized to act on its behalf 
(other than the initial purchasers of the Securities, as to which no 
representation is made) (i) has offered or sold directly or indirectly, the 
Securities or any interest in the Securities or any other security from any 
Person in any manner, (ii) has solicited any offer to buy, or (iii) has 
taken any other action, in each of the cases set forth in clauses (i) 
through (iii) above, that would constitute a distribution of the Securities 
under the Securities Act or would render the sale of the Securities a 
violation of Section 5 of the Securities Act or any state securities laws, 
or would require registration pursuant to the Securities Act, or would 
require qualification of any of the Loan Documents under the Trust 
Indenture Act of 1939.

Section 2.03. Further Acts, etc. Grantor will, at the cost of Grantor, and 
without expense to Beneficiary, do, execute, acknowledge and deliver all and 
every such further acts, deeds, conveyances, mortgages, assignments, notices 
of assignments, transfers and assurances as Beneficiary or Deed Trustee 
shall, from time to time, reasonably require, for the better assuring, 
conveying, assigning, transferring, and confirming unto Beneficiary the 
property and rights hereby mortgaged, given, granted, 

                                       53
<PAGE>

bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, 
assigned and hypothecated, or which Grantor may be or may hereafter become 
bound to convey or assign to Beneficiary and Deed Trustee, or for carrying 
out or facilitating the performance of the terms of this Deed of Trust or 
for filing, registering or recording this Deed of Trust and, on demand, 
will execute and deliver and hereby authorizes Beneficiary to execute in 
the name of Grantor or without the signature of Grantor to the extent 
Beneficiary may lawfully do so, one or more financing statements, chattel 
mortgages or comparable security instruments, to evidence more effectively 
the lien hereof upon the Trust Property. Grantor grants to Beneficiary an 
irrevocable power of attorney coupled with an interest for the purpose of 
protecting, perfecting, preserving and realizing upon the interests granted 
pursuant to this Deed of Trust (but not to increase the obligations of 
Grantor beyond those which are intended to be granted in this Deed of Trust 
and the other Loan Documents) and to effect the intent hereof, all as fully 
and effectually as Grantor might or could do; and Grantor hereby ratifies 
all that Beneficiary shall lawfully do or cause to be done by virtue hereof.

Section 2.04. Recording of Deed of Trust, etc. Grantor forthwith upon the 
execution and delivery of this Deed of Trust and thereafter, from time to 
time, will cause this Deed of Trust, and any security instrument creating a 
lien or security interest or evidencing the lien hereof upon the Trust 
Property and each instrument of further assurance to be filed, registered or 
recorded in such manner and in such places as may be required by any present 
or future law in order to publish notice of and fully protect the lien or 
security interest hereof upon, and the interest of Beneficiary in, the Trust 
Property. Grantor will pay all filing, registration or recording fees, and 
all expenses incident to the preparation, execution and acknowledgment of 
this Deed of Trust, any mortgage supplemental hereto, any security instrument 
with respect to the Trust Property and any instrument of further assurance, 
and all federal, state, county and municipal, taxes, duties, imposts, 
assessments and charges arising out of or in connection with the execution 
and delivery of this Deed of Trust, any mortgage supplemental hereto, any 
security instrument with respect to the Trust Property or any instrument of 
further assurance, except where prohibited by law to do so, in which event 
Beneficiary may declare the Debt to be immediately due and payable. Grantor

                                       54
<PAGE>

shall hold harmless and indemnify Beneficiary and Deed Trustee, and their 
successors and assigns, against any liability incurred as a result of the 
imposition of any tax on the making and recording of this Deed of Trust.

Section 2.05. Representations and Warranties as to the Trust Property. 
Grantor represents and warrants with respect to the Trust Property as 
follows:

      (a) Lien Priority. This Deed of Trust is a valid and enforceable 
first lien on the Trust Property, free and clear of all encumbrances and 
liens having priority over the lien of this Deed of Trust, except for the 
items set forth as exceptions to or subordinate matters in the title 
insurance policy insuring the lien of this Deed of Trust, none of which, 
individually or in the aggregate, materially interfere with the benefits of 
the security intended to be provided by this Deed of Trust, materially 
affect the value or marketability of the Trust Property, impair the use or 
operation of the Trust Property or impair Grantor's ability to pay its 
obligations in a timely manner (such items being the "Permitted 
Encumbrances").

      (b) Title. Grantor has, subject only to the Permitted Encumbrances, 
good, insurable and marketable fee simple title to the Premises, 
Improvements and Fixtures (collectively the "Realty") and to all easements 
and rights benefitting the Realty and has the right, power and authority to 
mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, 
pledge, assign, and hypothecate the Trust Property. Grantor will preserve 
its interest in and title to the Trust Property and will forever warrant 
and defend the same to Beneficiary against any and all claims made by, 
through or under Grantor and will forever warrant and defend the validity 
and priority of the lien and security interest created herein against the 
claims of all Persons whomsoever claiming by, through or under Grantor. The 
foregoing warranty of title shall survive the foreclosure of this Deed of 
Trust and shall inure to the benefit of and be enforceable by Beneficiary 
in the event Beneficiary acquires title to the Trust Property pursuant to 
any foreclosure. In addition, there are no outstanding options or rights of 
first refusal to purchase the Trust Property or Grantor's ownership thereof.

                                       55
<PAGE>

      (c) Taxes and Impositions. All taxes and other Impositions and 
governmental assessments due and owing in respect of, and affecting, the 
Trust Property have been paid. Grantor has paid all Impositions which 
constitute special governmental assessments in full, except for those 
assessments which are permitted by applicable Legal Requirements to be paid 
in installments, in which case all installments which are due and payable 
have been paid in full. There are no pending, or to Grantor's best 
knowledge, proposed special or other assessments for public improvements or 
otherwise affecting the Trust Property, nor are there any contemplated 
improvements to the Trust Property that may result in such special or other 
assessments.

      (d) Casualty; Flood Zone. The Realty is in good repair and free and 
clear of any damage, destruction or casualty (whether or not covered by 
insurance) that would materially affect the value of the Realty or the use 
for which the Realty was intended. No portion of the Premises is located in 
an "area of special flood hazard," as that term is defined in the 
regulations of the Federal Insurance Administration, Department of Housing 
and Urban Development, under the National Flood Insurance Act of 1968, as 
amended (24 CFR ss.1909.1) or Grantor has obtained the flood insurance 
required by Section 3.01(a)(vi) hereof. The Premises either does not lie in 
a 100 year flood plain that has been identified by the Secretary of Housing 
and Urban Development or any other Governmental Authority or, if it does, 
Grantor has obtained the flood insurance required by Section 3.01(a)(vi) 
hereof.

      (e) Completion; Encroachment. All Improvements necessary for the 
efficient use and operation of the Premises have been completed and none of 
said Improvements lie outside the boundaries and building restriction lines 
of the Premises. Except as set forth in the title insurance policy insuring 
the lien of this Deed of Trust, no improvements on adjoining properties 
encroach upon the Premises.

      (f) Separate Lot. The Premises consist of one or more parcels, each 
of which is taxed separately without regard to any other real estate and 
constitutes a legally subdivided lot under all applicable Legal 
Requirements (or, if not subdivided, no 

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<PAGE>

subdivision or platting of the Premises is required under applicable Legal 
Requirements), and for all purposes may be mortgaged, conveyed or otherwise 
dealt with as an independent parcel except as previously disclosed in 
writing to Beneficiary. The Trust Property does not benefit from any tax 
abatement or exemption.

      (g) Use. The existence of all Improvements, the present use and 
operation thereof and the access of the Premises and the Improvements to 
all of the utilities and other items referred to in paragraph (k) below are 
in compliance in all material respects with all Leases affecting the Trust 
Property and all applicable Legal Requirements, including, without 
limitation, Environmental Statutes, Development Laws and Use Requirements. 
Grantor has not received any notice from any Governmental Authority 
alleging any uncured violation relating to the Trust Property of any 
applicable Legal Requirements the failure to cure of which is reasonably 
likely to have a Material Adverse Effect.

      (h) Licenses and Permits. Grantor currently holds and will continue 
to hold all certificates of occupancy, licenses, registrations, permits, 
consents, franchises and approvals of any Governmental Authority or any 
other Person which are material for the lawful occupancy and operation of 
the Realty or which are material to the ownership or operation of the Trust 
Property or the conduct of Grantor's business. All such certificates of 
occupancy, licenses, registrations, permits, consents, franchises and 
approvals are current and in full force and effect.

      (i) Environmental Matters. Grantor has received and reviewed the 
Environmental Report and has no reason to believe that the Environmental 
Report contains any untrue statement of a material fact or omits to state a 
material fact necessary to make the statements contained therein or herein, 
in light of the circumstances under which such statements were made, not 
misleading.

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<PAGE>

      (j) Property Proceedings. Except as previously disclosed to 
Beneficiary in writing, there are no actions, suits or proceedings pending 
or threatened in any court or before any Governmental Authority or 
arbitration board or tribunal (i) relating to (A) the zoning of the 
Premises or any part thereof, (B) any certificates of occupancy, licenses, 
registrations, permits, consents or approvals issued with respect to the 
Trust Property or any part thereof, (C) the condemnation of the Trust 
Property or any part thereof, or (D) the condemnation or relocation of any 
roadways abutting the Premises required for access or the denial or 
limitation of access to the Premises or any part thereof from any point of 
access to the Premises, (ii) asserting that (A) any such zoning, 
certificates of occupancy, licenses, registrations, permits, consents 
and/or approvals do not permit the operation of any material portion of the 
Realty as presently being conducted, (B) any material improvements located 
on the Trust Property or any part thereof cannot be located thereon or 
operated with their intended use or (C) the operation of the Trust Property 
or any part thereof is in violation in any material respect of any 
Environmental Statutes, Development Laws or other Legal Requirements or 
Space Leases or Property Agreements or (iii) which (A) might affect the 
validity or priority of any Loan Document or (B) have a Material Adverse 
Effect. Grantor is not aware of any facts or circumstances which may give 
rise to any actions, suits or proceedings described in the preceding 
sentence.

      (k) Utilities. The Premises has all necessary legal access to water, 
gas and electrical supply, storm and sanitary sewerage facilities, other 
required public utilities (with respect to each of the aforementioned 
items, by means of either a direct connection to the source of such 
utilities or through connections available on publicly dedicated roadways 
directly abutting the Premises or through permanent insurable easements 
benefiting the Premises), fire and police protection, parking, and means of 
direct access between the Premises and public highways over recognized curb 
cuts (or such access to public highways is through private roadways which 
may be used for ingress and egress pursuant to permanent insurable 
easements).

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<PAGE>

      (l) Mechanics' Liens. The Trust Property is free and clear of any 
mechanics' liens or liens in the nature thereof, and no rights are 
outstanding that under law could give rise to any such liens, any of which 
liens are or may be prior to, or equal with, the lien of this Deed of 
Trust, except those which are insured against by the title insurance policy 
insuring the lien of this Deed of Trust.

      (m) Title Insurance and Survey. Beneficiary has received a lenders' 
title insurance policy insuring this Deed of Trust as a first lien on the 
Trust Property subject only to Permitted Encumbrances.

      (n) Insurance. The Trust Property is insured in accordance with the 
requirements set forth in Article III hereof.

      (o) Space Leases.

            (i) Grantor has delivered a true, correct and complete schedule of
      all Space Leases as of the date hereof, which accurately and completely
      sets forth in all material respects, for each such Space Lease, except
      for temporary license agreements for terms of less than one year, the
      following (collectively, the "Rent Roll"): the name of the tenant; the
      lease expiration date, extension and renewal provisions; the base rent;
      and all additional rent and pass-through obligations.

            (ii) Each Space Lease constitutes the legal, valid and binding
      obligation of Grantor and, to the knowledge of Grantor, is enforceable
      against the tenant thereof. No default exists, or with the passing of
      time or the giving of notice would exist, (A) under any Major Space Lease
      or (B) under any other Space Leases which would, in the aggregate, have a
      Material Adverse Effect.

            (iii) No tenant under any Space Lease has, as of the date hereof,
      paid Rent more than thirty (30) days in advance, and the Rents under such
      Space Leases have not been waived, released, or otherwise discharged or
      compromised.


                                       59
<PAGE>

            (iv) Except as previously disclosed in writing to Beneficiary, all
      work to be performed by Grantor under the Space Leases has been
      substantially performed, all contributions which are due and payable to
      be made by Grantor to the tenants thereunder have been made except for
      any held-back amounts, and all other conditions precedent to each such
      tenant's obligations thereunder have been satisfied.

            (v) Intentionally omitted.

            (vi) Each tenant under a Major Space Lease has entered into
      occupancy of the demised premises to the extent required under the terms
      of its Major Space Lease, and each such tenant is open and conducting
      business with the public in the demised premises. To the best knowledge of
      Grantor, after due inquiry, each tenant under a Lease other than a Major
      Space Lease has entered into occupancy of its demised premises under its
      Lease to the extent required under the terms of its Lease and each such
      tenant is open and conducting business with the public in the demised
      premises.

            (vii) Grantor has delivered to Beneficiary true, correct and
      complete copies of the Space Leases described in the Rent Roll that have
      been requested by Beneficiary.

            (viii) Each Space Lease is in full force and effect and the
      information disclosed on the Rent Roll reflects any assignment,
      modification, supplementation or amendment in any way related to a Space
      Lease.
      
            (ix) Except as previously disclosed in writing to 
      Beneficiary, to the best of Grantor's knowledge, each tenant under 
      each Space Lease is free from bankruptcy, reorganization or 
      arrangement proceedings or a general assignment for the benefit of 
      creditors.
      
            (x) No Space Lease provides any party with the right to 
      obtain a lien or encumbrance upon the Trust Property superior to 
      the lien of this Deed of Trust.

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<PAGE>

      (p) Property Agreements.

            (i) Grantor has delivered to Beneficiary true, correct and complete
      copies of all Property Agreements.

            (ii) No Property Agreement provides any party with the right to
      obtain a lien or encumbrance upon the Trust Property superior to the
      lien of this Deed of Trust.

            (iii) No default exists or with the passing of time or the giving of
      notice or both would exist under any Property Agreement which would,
      individually or in the aggregate, have a Material Adverse Effect.

            (iv) Other than late payment notices sent in the ordinary course of
      business, Grantor has not received or given any written communication
      which alleges that a default exists or, with the giving of notice or the
      lapse of time, or both, would exist under the provisions of any Property
      Agreement.

            (v) No condition exists whereby Grantor or any future owner of the
      Trust Property may be required to purchase any other parcel of land
      which is subject to any Property Agreement or which gives any Person a
      right to purchase, or right of first refusal with respect to, the
      Trust Property.

            (vi) To the best knowledge of Grantor, no offset or any right of
      offset exists respecting continued contributions to be made by any party
      to any Property Agreement except as expressly set forth therein. Except as
      previously disclosed to Beneficiary in writing, no material exclusions or
      restrictions on the utilization, leasing or improvement of the Trust
      Property (including non-compete agreements) exists in any Property
      Agreement.

            (vii) All "pre-opening" requirements contained in all Property
      Agreements (including, but not limited to, all off-site and on-site
      construction requirements), if any, have been fulfilled, and, to the best
      of Grantor's knowledge, no condition now exists whereby any party to any


                                       61
<PAGE>

      such Property Agreement could refuse to honor its obligations thereunder.

            (viii) All work, if any, to be performed by Grantor under each of
      the Property Agreements has been substantially performed, all
      contributions to be made by Grantor to any party to such Property
      Agreements have been made, and all other conditions to such party's
      obligations thereunder have been satisfied.

      (q) Personal Property. Grantor has delivered to Beneficiary a schedule
which is true, correct and complete in all material respects of all personal
property, if any, owned by Grantor and located upon the Trust Property or
used in connection with the use or operation of the Trust Property and
Grantor represents that it has good and marketable title to all such personal
property, free and clear of any liens, except for liens created under the Loan
Documents and liens which describe the equipment and other personal property
owned by tenants and certain chattel liens disclosed in writing to 
Beneficiary.

      (r) Leasing Brokerage and Management Fees. Except as previously disclosed
to Beneficiary in writing, there are no brokerage fees or commissions payable by
Grantor with respect to the leasing of space at the Trust Property and
there are no management fees payable by Grantor with respect to the management
of the Trust Property.

      (s) Security Deposits. All security deposits with respect to the Trust
Property on the date hereof have been transferred to the Security Deposit
Account on the date hereof, and Grantor is in compliance with all Legal
Requirements relating to such security deposits as to which failure to comply
might, individually or in the aggregate, have a Material Adverse Effect.

      (t) Loan to Value Ratio. To the best knowledge of Grantor, based on the
Appraisal (which Grantor believes to contain a reasonable assessment of the
fair market value of the Trust Property), the Initial Allocated Loan Amount
does not exceed one hundred twenty-five percent (125%) of the fair market 


                                       62
<PAGE>

value of the Trust Property. For the purposes of this clause (t), the term
"fair market value" shall not include (i) the amount of any indebtedness secured
by a lien affecting the Trust Property that is prior to, or on a parity
with, the lien of this Deed of Trust, and (ii) the value of any property that 
is not"real property" within the meaning of Treas. Reg. ss.ss.1.860G-2 and 
1.856-3(d).

      (u) Representations Generally. The review and inquiry made on behalf of 
Grantor in connection with the representations and warranties contained in 
the Deed of Trust, have all been made by Persons having the requisite 
expertise and knowledge to provide such representations and warranties. No 
representation, warranty or statement of fact made by or on behalf of Grantor 
in this Deed of Trust or in any certificate, document or schedule furnished 
to Beneficiary pursuant hereto, contains any untrue statement of a material 
fact or omits to state any material fact necessary to make statements 
contained therein or herein not misleading (which may be to Grantor's best 
knowledge where so provided herein). There are no facts presently known to 
Grantor which have not been disclosed to Beneficiary which would, 
individually or in the aggregate, have a Material Adverse Effect nor as far 
as Grantor can foresee might, individually or in the aggregate, have a 
Material Adverse Effect. All representations and warranties contained in this 
Deed of Trust shall survive the closing of the Loan.

Section 2.06. Removal of Lien. (a) Grantor shall, at its expense, maintain 
this Deed of Trust as a first lien on the Trust Property and shall keep the 
Trust Property free and clear of all liens of any kind and nature other 
than the Permitted Encumbrances. Grantor shall, within twenty (20) days 
following the filing thereof, promptly discharge of record, by bond or 
otherwise, any such liens and, promptly upon request by Beneficiary, shall 
deliver to Beneficiary evidence reasonably satisfactory to Beneficiary of 
the discharge thereof.

      (b) Subject to the provisions of Section 2.06(a) hereof, Grantor shall
(i) pay, from time to time when the same shall become due, all claims and
demands of mechanics, materialmen, laborers, and others which, if unpaid, might
result in, or permit the creation of, a lien on the Trust Property or any
part thereof, or on the revenues, rents, issues, income or profits 


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<PAGE>

arising therefrom, (ii) cause to be removed of record (by payment or posting 
of bond or settlement or otherwise) any mechanics', materialmens', laborers' 
or other lien on the Trust Property, or any part thereof, or on the revenues, 
rents, issues, income or profit arising therefrom, and (iii) in general, do 
or cause to be done, without expense to Beneficiary, everything reasonably 
necessary to preserve in full the lien of this Deed of Trust. If Grantor 
fails to comply with the requirements of paragraph (b) of this Section 2.06, 
then, upon five (5) Business Days' prior notice to Grantor, Beneficiary may, 
but shall not be obligated to, pay any such lien, and Grantor shall, within 
five (5) Business Days after Beneficiary's demand therefor, reimburse 
Beneficiary for all sums so expended, together with interest thereon at the 
Default Rate from the date advanced, all of which shall be deemed part of the 
Debt. Nothing contained herein shall be deemed a consent or request of 
Beneficiary, express or implied, by inference or otherwise, to the 
performance of any alteration, repair or other work by any contractor, 
subcontractor or laborer or the furnishing of any materials by any 
materialmen in connection therewith.

      (c) Notwithstanding the foregoing, Grantor may contest any lien (other
than a lien relating to non-payment of Impositions, the contest of which shall
be governed by Section 4.04 hereof) of the type set forth in subparagraph
(b)(ii) of this Section 2.06 provided that, following prior notice to 
Beneficiary
(i) Grantor is contesting the validity of such lien with due diligence and in
good faith and by appropriate proceedings, without cost or expense to 
Beneficiary
or any of its agents, employees, officers, or directors, (ii) Grantor shall
preclude the collection of, or other realization upon, any contested amount from
the Trust Property or any revenues from or interest in the Trust
Property, (iii) neither the Trust Property nor any part thereof nor interest
therein, shall be in any danger of being sold, forfeited or lost by reason of
such contest by Grantor, (iv) such contest by Grantor shall not affect the
ownership, use or occupancy of the Trust Property, (v) such contest by
Grantor shall not subject Beneficiary or Grantor to the risk of civil or
criminal liability (other than the civil liability of Grantor for the amount
of the lien in question), (vi) such lien is subordinate to the lien of this
Deed of Trust, (vii) Grantor has not consented to such lien, 


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<PAGE>

(viii) Grantor has given Beneficiary prompt notice of the filing of such lien
and the bonding thereof by Grantor and, upon request by Beneficiary from time to
time, notice of the status of such contest by Grantor and/or confirmation of
the continuing satisfaction of the conditions set forth in this Section 2.06(c),
(ix) Grantor shall promptly pay the obligation secured by such lien upon a
final determination of Grantor's liability therefor, and (xi) Grantor shall
deliver to Beneficiary cash, a bond or other security acceptable to 
Beneficiary
equal to 125% of the contested amount pursuant to collateral arrangements
reasonably satisfactory to Beneficiary.

Section 2.07. Cost of Defending and Upholding this Deed of Trust Lien. If 
any action or proceeding is commenced to which Beneficiary or Deed Trustee 
is made a party relating to the Loan Documents and/or the Trust Property or 
Beneficiary's or Deed Trustee's interest therein or in which it becomes 
necessary to defend or uphold the lien of this Deed of Trust or any other 
Loan Document, Grantor shall, on demand, reimburse Beneficiary and/or Deed 
Trustee for all expenses (including, without limitation, reasonable 
attorneys' fees and disbursements) incurred by Beneficiary and/or Deed 
Trustee in connection therewith, and such sum, together with interest 
thereon at the Default Rate from and after such demand until fully paid, 
shall constitute a part of the Debt.

Section 2.08. Use of the Trust Property. Grantor will use, or cause to be 
used, the Trust Property for such use as is permitted pursuant to 
applicable Legal Requirements including, without limitation, under the 
certificate of occupancy applicable to the Trust Property, and which is 
required by the Loan Documents. Grantor shall not suffer or permit the 
Trust Property or any portion thereof to be used by the public, any tenant, 
or any Person not subject to a Lease, in a manner as is reasonably likely 
to impair Grantor's title to the Trust Property, or in such manner as may 
give rise to a claim or claims of adverse usage or adverse possession by 
the public, or of implied dedication of the Trust Property or any part 
thereof.

Section 2.09. Financial Reports. (a) Grantor will keep and maintain or will 
cause to be kept and maintained on a fiscal year basis, in accordance with 
GAAP or federal income tax basis prepared consistently with the statements 
of books, records and accounts 

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<PAGE>

delivered to Beneficiary and the Rating Agency prior to the Closing Date (or 
such other accounting basis reasonably acceptable to Beneficiary) 
consistently applied, proper and adequate books, records and accounts 
reflecting (i) all of the financial affairs of Grantor and (ii) all items of 
income and expense in connection with the operation of the Trust Property or 
in connection with any services, equipment or furnishings provided in 
connection with the operation thereof, whether such income or expense may be 
realized by Grantor or by any other Person whatsoever, excepting lessees 
unrelated to and unaffiliated with Grantor who have leased from Grantor 
portions of the Premises for the purpose of occupying the same. Beneficiary 
shall have the right from time to time at all times during normal business 
hours upon reasonable notice to examine such books, records and accounts at 
the office of Grantor or other person maintaining such books, records and 
accounts and to make such copies or extracts thereof as Beneficiary shall 
desire. After the occurrence of an Event of Default, Grantor shall pay any 
costs and expenses incurred by Beneficiary to examine Grantor's accounting 
records with respect to the Trust Property, as Beneficiary shall determine to 
be necessary or appropriate in the protection of Beneficiary's interest.

      (b) Grantor will furnish Beneficiary annually, within one hundred 
twenty (120) days following the end of each Fiscal Year of Grantor, with a 
complete copy of Grantor's financial statement audited by an Independent 
certified public accountant that is reasonably acceptable to Beneficiary in 
accordance with GAAP or federal income tax basis prepared consistently with 
the statements of books, records and accounts delivered to Beneficiary and 
the Rating Agency prior to the Closing Date (or such other accounting basis 
reasonably acceptable to Beneficiary) consistently applied covering (i) the 
financial affairs of Grantor and (ii) the operation of the Trust Property 
for such Fiscal Year and containing a statement of revenues and expenses, a 
statement of assets and liabilities and a statement of Grantor's equity. 
Together with Grantor's annual financial statements, Grantor shall furnish 
to Beneficiary an Officer's Certificate certifying as of the date thereof 
(i) that the annual financial statements accurately represent the results 
of operation and financial condition of Grantor and the Trust Property all 
in accordance with GAAP or federal income tax basis prepared 

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<PAGE>

consistently with the statements of books, records and accounts delivered to 
Beneficiary and the Rating Agency prior to the Closing Date consistently 
applied, and (ii) whether there exists an event or circumstance which 
constitutes, or which upon notice or lapse of time or both would constitute, 
a Default under the Note or any other Loan Document executed and delivered by 
Grantor, and if such event or circumstance exists, the nature thereof, the 
period of time it has existed and the action then being taken to remedy such 
event or circumstance.

      (c) Grantor will furnish Beneficiary monthly, within thirty (30) days 
following the end of each month, with a true, complete and correct cash 
flow statement all in accordance with GAAP or federal income tax basis 
prepared consistently with the statements of books, records and accounts 
delivered to Beneficiary and the Rating Agency prior to the Closing Date 
consistently applied with respect to the Trust Property in the form 
attached hereto as Exhibit C and made a part hereof, showing (i) all cash 
receipts of any kind whatsoever and all cash payments and disbursements, 
and (ii) year-to-date summaries of such cash receipts, payments and 
disbursements together with a certification of the Manager stating that 
such cash flow statement is true, complete and correct.

      (d) Grantor will furnish Beneficiary monthly, within thirty (30) days 
following the end of each month, with a certification of the Manager 
stating that all Operating Expenses with respect to the Trust Property 
which had accrued as of the last day of the month preceding the delivery of 
the cash flow statement referred to in clause (c) above have been fully 
paid or otherwise reserved or provided for by the Manager (any such 
certification or any certification furnished by a Manager pursuant to 
clause (c) above, a "Manager Certification").

      (e) Grantor will furnish Beneficiary quarterly, within sixty (60) 
days following the end of the first three fiscal quarters of Grantor and 
within one-hundred twenty (120) days after the end of each Fiscal Year, 
with a true, complete and correct rent roll for the Trust Property, 
including a list of which tenants are in default under their respective 
leases, dated as of the date of Beneficiary's request, identifying each 
tenant, the monthly rent and additional rent, if any, payable by 

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<PAGE>

such tenant, the expiration date of such tenant's Lease, the security 
deposit, if any, held by Grantor under the Lease, the space covered by the 
Lease, and the arrearages for such tenant, if any, the sales per square 
foot of each tenant, to the extent reported by tenants under the terms of 
the Leases (which Grantor agrees to use best efforts to obtain if required 
under the terms of the Leases) and such rent roll shall be accompanied by 
an Officer's Certificate, dated as of the date of the delivery of such rent 
roll, certifying that such rent roll is true, correct and complete in all 
material respects as of its date.

      (f) Grantor shall furnish to Beneficiary, within thirty (30) days 
after Beneficiary's request therefor, with such further detailed 
information with respect to the operation of the Trust Property and the 
financial affairs of Grantor as may be reasonably requested by Beneficiary.

      (g) Grantor shall cause the Manager to furnish to Beneficiary, within 
thirty (30) days after the end of each month, a schedule of tenant security 
deposits showing any activity in the Security Deposit Account for such 
month, together with a certification of the Manager as to the balance in 
such Security Deposit Account and that such tenant security deposits are 
being held in accordance with all Legal Requirements.

      (h) Grantor will furnish Beneficiary quarterly, within sixty (60) 
days following the end of the first three fiscal quarters of Grantor and 
within one hundred twenty (120) days after the end of each Fiscal Year, 
with a report setting forth (i) the Net Operating Income for such fiscal 
quarter and Fiscal Year-to-date, each as compared to the preceding Fiscal 
Year, (ii) the average and period end occupancy rate of the Trust Property, 
(iii) the Debt Service Coverage for the most recent fiscal quarter and 
Fiscal Year-to-date, and each as compared to the preceding Fiscal Year, 
(iv) the capital repairs, replacements and improvements performed at the 
Trust Property during such fiscal quarter and Fiscal Year-to-Date and the 
aggregate Recurring Replacement Expenditures made in connection therewith, 
and (v) the balance contained in each of the Sub-Accounts as of the end of 
such fiscal quarter (which balance Beneficiary shall provide upon Grantor's 
written request therefor).

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<PAGE>

Section 2.10.  Litigation.  Grantor will give prompt written notice to 
Beneficiary of any litigation or governmental proceedings pending or 
threatened (in writing) against Grantor which might have a Material Adverse 
Effect.

                 ARTICLE III: INSURANCE AND CASUALTY RESTORATION

Section 3.01. Insurance Coverage. Grantor shall, at its expense, maintain 
the following insurance coverages with respect to the Trust Property during 
the term of this Deed of Trust:
      
            (a) (i) Insurance against loss or damage by fire, casualty 
      and other hazards included in an "all-risk" extended coverage 
      endorsement or its equivalent, with such endorsements as 
      Beneficiary may from time to time reasonably require and which are 
      customarily required by Institutional Lenders of similar properties 
      similarly situated, covering the Trust Property in an amount not 
      less than the greater of (A) 100% of the insurable replacement 
      value of the Trust Property (exclusive of the Premises and footings 
      and foundations) and (B) such other amount as is necessary to 
      prevent any reduction in such policy by reason of and to prevent 
      Grantor, Beneficiary or any other insured thereunder from being 
      deemed to be a co-insurer. Not less frequently than once every 
      three years, Grantor, at its option, shall either (A) have the 
      Appraisal updated or obtain a new appraisal of the Trust Property 
      reasonably acceptable to Beneficiary, (B) have a valuation of the 
      Trust Property made by or for its insurance carrier conducted by an 
      appraiser experienced in valuing properties of similar type to that 
      of the Trust Property and reasonably acceptable to Beneficiary 
      which are in the geographical area in which the Trust Property is 
      located or (C) provide such other evidence as will, in 
      Beneficiary's sole judgment, enable Beneficiary to determine 
      whether there shall have been an increase in the insurable value of 
      the Trust Property and Grantor shall deliver such updated 
      Appraisal, new appraisal, insurance

                                       69
<PAGE>

      valuation or other evidence acceptable to Beneficiary, as the case may be,
      and, if such updated Appraisal, new appraisal, insurance valuation, or
      other evidence acceptable to Beneficiary reflects an increase in the
      insurable value of the Trust Property, the amount of insurance
      required hereunder shall be increased accordingly and Grantor shall
      deliver evidence satisfactory to Beneficiary that such policy has been so
      increased.
      
            (ii) Commercial comprehensive general liability insurance 
      against claims for personal and bodily injury and/or death to one 
      or more persons or property damage, occurring on, in or about the 
      Trust Property (including the adjoining streets, sidewalks and 
      passageways therein) in such amounts as Beneficiary may from time 
      to time reasonably require (but in no event shall Beneficiary's 
      requirements be increased more frequently than once during each 
      twelve (12) month period) and which are customarily required by 
      Institutional Lenders for similar properties similarly situated, 
      but not less than $10,000,000.00.
      
            (iii) Business interruption, rent loss or other similar 
      insurance (A) with loss payable to Beneficiary, (B) covering all 
      risks required to be covered by the insurance provided for in 
      Section 3.01(a)(i) and (C) in an amount not less than 100% of the 
      projected fixed or base rent plus percentage rent for the 
      succeeding twenty-four (24) month period unless the Rating Agency 
      shall have delivered confirmation that any rating issued in 
      connection with the Securitization will not, as a result of having 
      business interruption, rent loss or other similar insurance for a 
      shorter period, be downgraded from the then current ratings 
      thereof, qualified or withdrawn, based on an occupancy rate of 
      100%. The amount of such insurance shall be determined upon the 
      execution of this Deed of Trust, and not more frequently than once 
      each calendar year thereafter based on Grantor's reasonable 
      estimate of projected fixed or base rent plus percentage rent, from 
      the Trust Property for the next succeeding twenty-four (24) months 
      unless the Rating Agency shall have delivered confirmation that any 
      rating issued in connection with the Securitization will not, as a 
      result of having business interruption, rent loss or other similar 
      insurance for a shorter period, be downgraded from the then current 
      ratings thereof, qualified or withdrawn based on an 

                                       70
<PAGE>

      occupancy rate of 100%. In the event the Trust Property shall be
      damaged or destroyed, Grantor shall and hereby does assign to 
      Beneficiary all payment of claims under the policies of such insurance,
      and all amounts payable thereunder, and all net amounts, shall be
      collected by Beneficiary under such policies and shall be applied in
      accordance with this Deed of Trust; provided, however, that nothing
      herein contained shall be deemed to relieve Grantor of its obligations
      to timely pay all amounts due under the Loan Documents.
      
            (iv) War risk insurance when such insurance is obtainable 
      from the United States of America or any agency or instrumentality 
      thereof at reasonable rates (for the maximum amount of insurance 
      obtainable) and if requested by Beneficiary, and such insurance is 
      then customarily required by Institutional Lenders of similar 
      properties similarly situated.

            (v) Insurance against loss or damages from (A) leakage of sprinkler
      systems and (B) explosion of steam boilers, air conditioning equipment,
      pressure vessels or similar apparatus now or hereafter installed at the
      Trust Property, in such amounts as Beneficiary may from time to time
      reasonably require and which are then customarily required by
      Institutional Lenders of similar properties similarly situated.

            (vi) Flood insurance in an amount equal to the full insurable value
      of the Trust Property or the maximum amount available, whichever is
      less, if the Improvements are located in an area designated by the
      Secretary of Housing and Urban Development as being "an area of special
      flood hazard" under the National Flood Insurance Program (i.e., having a
      one percent or greater chance of flooding), and if flood insurance is
      available under the National Flood Insurance Act.

            (vii) Worker's compensation insurance or other similar insurance
      which may be required by Governmental Authorities or Legal Requirements.


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<PAGE>
      
            (viii) Such other insurance as may from time to time be 
      required by Beneficiary and which is then customarily required by 
      Institutional Lenders for similar properties similarly situated, 
      against other insurable hazards, including, but not limited to, 
      malicious mischief, vandalism, windstorm or earthquake, which at 
      the time are commonly insured against and generally available in 
      the case of properties similarly situated, due regard to be given 
      to the size and type of the Premises, Improvements, Fixtures and 
      Equipment and their location, construction and use.

            (b) If Grantor is a partnership, Grantor shall cause the General
      Partner to maintain fidelity insurance in an amount equal to or greater
      than the annual Operating Income of the Trust Property for the six (6)
      month period immediately preceding the date on which the premium for such
      insurance is due and payable.

            (c) Grantor shall cause any Manager of the Trust Property to
      maintain fidelity insurance in an amount equal to or greater than the
      annual Operating Income of the Trust Property for the six (6) month
      period immediately preceding the date on which the premium for such
      insurance is due and payable or such lesser amount as Beneficiary shall
      approve.

Section 3.02. Policy Terms. (a) All insurance required by this Article III 
shall be in the form (other than with respect to Sections 3.01(a)(vi) and 
(vii) above when insurance in those two sub-sections is placed with a 
governmental agency or instrumentality on such agency's forms) and amount 
and with deductibles as, from time to time, shall be reasonably acceptable 
to Beneficiary, under valid and enforceable policies issued by financially 
responsible insurers authorized to do business in the State where the Trust 
Property is located, with a general policyholder's service rating of not 
less than A and a financial rating of not less than XI as rated in the most 
currently available Best's Insurance Reports (or the equivalent, if such 
rating system shall hereafter be altered or replaced) and shall have a 
claims paying ability rating of not less than "AA" from the Rating Agency 
or, if not so rated by the Rating Agency, then the Rating Agency shall have 
delivered confirmation that any rating issued in 

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<PAGE>

connection with the Securitization will not, as a result of the failure of 
such proposed issuer to meet such standards, be downgraded from the then 
current ratings thereof, qualified or withdrawn. Originals or certified 
copies of all insurance policies shall be delivered to and held by 
Beneficiary. All such policies (except policies for worker's compensation) 
shall name Beneficiary as an additional named insured, shall provide for 
loss payable to Beneficiary and shall contain (or have attached): (i) 
standard "non-contributory Beneficiary" endorsement or its equivalent 
relating, inter alia, to recovery by Beneficiary notwithstanding the 
negligent or willful acts or omissions of Grantor; (ii) a waiver of 
subrogation endorsement as to Beneficiary; (iii) an endorsement indicating 
that neither Beneficiary nor Grantor shall be or be deemed to be a 
co-insurer with respect to any casualty risk insured by such policies and 
shall provide for a deductible per loss of an amount not more than that 
which is customarily maintained by owners of similar properties similarly 
situated, and (iv) a provision that such policies shall not be canceled, 
terminated, denied renewal or amended, including, without limitation, any 
amendment reducing the scope or limits of coverage, without at least thirty 
(30) days' prior written notice to Beneficiary in each instance. Not less 
than thirty (30) days prior to the expiration dates of the insurance 
policies obtained pursuant to this Deed of Trust, originals or certified 
copies of renewals of such policies (or certificates evidencing such 
renewals) bearing notations evidencing the payment of premiums or 
accompanied by other reasonable evidence of such payment (which premiums 
shall not be paid by Grantor through or by any financing arrangement which 
would entitle an insurer to terminate a policy) shall be delivered by 
Grantor to Beneficiary. Grantor shall not carry separate insurance, 
concurrent in kind or form or contributing in the event of loss, with any 
insurance required under this Article III.

      (b) If Grantor fails to maintain and deliver to Beneficiary the 
original policies or certificates of insurance required by this Deed of 
Trust, or if there are insufficient funds in the Basic Carrying Costs 
Sub-Account to pay the premiums for same, Beneficiary may, at its option, 
procure such insurance, and Grantor shall pay, or as the case may be, 
reimburse Beneficiary for, all premiums thereon promptly, upon demand by 
Beneficiary, with interest thereon at the Default Rate from the date paid 
by 

                                       73
<PAGE>

Beneficiary to the date of repayment and such sum shall constitute a part of the
Debt.

      (c) Grantor shall notify Beneficiary of the renewal premium of each 
insurance policy and Beneficiary shall be entitled to pay such amount on 
behalf of Grantor from the Basic Carrying Costs Sub-Account. With respect to 
insurance policies which require periodic payments (i.e., monthly or 
quarterly) of premiums, Beneficiary shall be entitled to pay such amounts 
fifteen (15) days (or such lesser number of days as Beneficiary shall 
determine) prior to the respective due dates of such installments.

      (d) The insurance required by this Deed of Trust may, at the option of 
Grantor, be effected by blanket and/or umbrella policies issued to Grantor 
covering the Trust Property provided that, in each case, the policies 
otherwise comply with the provisions of this Deed of Trust and allocate to 
the Trust Property, from time to time (but in no event less than once a 
year), the coverage specified by this Deed of Trust, without possibility of 
reduction or coinsurance by reason of, or damage to, any other property (real 
or personal) named therein. If the insurance required by this Deed of Trust 
shall be effected by any such blanket or umbrella policies, Grantor shall 
furnish to Beneficiary original policies or certified copies thereof, or an 
original certificate of insurance together with reasonable access to the 
original of such policy to review such policy's coverage of the Trust 
Property, with schedules attached thereto showing the amount of the insurance 
provided under such policies applicable to the Trust Property.

Section 3.03. Assignment of Policies. (a) Grantor hereby assigns to 
Beneficiary the proceeds of all insurance (other than liability insurance) 
obtained pursuant to this Deed of Trust, all of which proceeds shall be 
payable to Beneficiary as collateral and further security for the payment 
of the Debt and the performance of the Cross-collateralized Borrower's 
obligations hereunder and under the other Loan Documents, and Grantor 
hereby authorizes and directs the issuer of any such insurance to make 
payment of such proceeds directly to Beneficiary. Except as otherwise 
expressly provided in Section 3.04 or elsewhere in this Article III, 
Beneficiary shall have the option, in its discretion, and without regard to 
the adequacy of its security, to apply all or any part 

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<PAGE>

of the proceeds it may receive pursuant to this Article in such manner as 
Beneficiary may elect to any one or more of the following: (i) the payment of 
the Debt, whether or not then due, in any proportion or priority as 
Beneficiary, in its discretion, may elect, (ii) the repair or restoration of 
the Trust Property, (iii) the cure of any Default or (iv) the reimbursement 
of the costs and expenses of Beneficiary incurred pursuant to the terms 
hereof in connection with the recovery of the Insurance Proceeds. Nothing 
herein contained shall be deemed to excuse Grantor from repairing or 
maintaining the Trust Property as provided in this Deed of Trust or restoring 
all damage or destruction to the Trust Property, regardless of the 
sufficiency of the Insurance Proceeds, and the application or release by 
Beneficiary of any Insurance Proceeds shall not cure or waive any Default or 
notice of Default.

      (b) In the event of the foreclosure of this Deed of Trust or any 
other transfer of title or assignment of all or any part of the Trust 
Property in extinguishment, in whole or in part, of the Debt, all right, 
title and interest of Grantor in and to all policies of insurance required 
by this Deed of Trust shall inure to the benefit of the successor in 
interest to Grantor or the purchaser of the Trust Property. If, prior to 
the receipt by Beneficiary of any proceeds, the Trust Property or any 
portion thereof shall have been sold on foreclosure of this Deed of Trust 
or by deed in lieu thereof or otherwise, or any claim under such insurance 
policy arising during the term of this Deed of Trust is not paid until 
after the extinguishment of the Debt, and Beneficiary shall not have 
received the entire amount of the Debt outstanding at the time of such 
extinguishment, whether or not a deficiency judgment on this Deed of Trust 
shall have been sought or recovered or denied, then, the proceeds of any 
such insurance to the extent of the amount of the Debt not so received, 
shall be paid to and be the property of Beneficiary, together with interest 
thereon at the Default Rate, and the reasonable attorney's fees, costs and 
disbursements incurred by Beneficiary in connection with the collection of 
the proceeds which shall be paid to Beneficiary and Grantor hereby assigns, 
transfers and sets over to Beneficiary all of Grantor's right, title and 
interest in and to such proceeds. Notwithstanding any provisions of this 
Deed of Trust to the contrary, Beneficiary shall not be deemed to be a 
trustee or other fiduciary with respect to its receipt of any such 
proceeds, which 

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<PAGE>

may be commingled with any other monies of Beneficiary; provided, however, 
that Beneficiary shall use such proceeds for the purposes and in the manner 
permitted by this Deed of Trust. Any proceeds deposited with Beneficiary 
shall be held by Beneficiary in an interest-bearing account, but Beneficiary 
makes no representation or warranty as to the rate or amount of interest, if 
any, which may accrue on such deposit and shall have no liability in 
connection therewith. Interest accrued, if any, on the proceeds shall be 
deemed to constitute a part of the proceeds for purposes of this Deed of 
Trust. The provisions of this Section 3.03(b) shall survive the termination 
of this Deed of Trust by foreclosure, deed in lieu thereof or otherwise as 
consequence of the exercise of the rights and remedies of Beneficiary 
hereunder after a Default.

Section 3.04. Casualty Restoration. (a) (i) In the event of any damage to 
or destruction of the Trust Property, Grantor shall give prompt written 
notice to Beneficiary (which notice shall set forth Grantor's good faith 
estimate of the cost of repairing or restoring such damage or destruction, 
or if Grantor cannot reasonably estimate the anticipated cost of 
restoration, Grantor shall nonetheless give Beneficiary prompt notice of 
the occurrence of such damage or destruction, and will diligently proceed 
to obtain estimates to enable Grantor to quantify the anticipated cost and 
time required for such restoration, whereupon Grantor shall promptly notify 
Beneficiary of such good faith estimate) and, provided that restoration 
does not violate any Legal Requirements, Grantor shall promptly commence 
and diligently prosecute to completion the repair, restoration or 
rebuilding of the Trust Property so damaged or destroyed to a condition 
such that the Trust Property shall be at least equal in value to that 
immediately prior to the damage to the extent practicable, in full 
compliance with all Legal Requirements and the provisions of all Leases, 
and in accordance with Section 3.04(b) below. Such repair, restoration or 
rebuilding of the Trust Property are sometimes hereinafter collectively 
referred to as the "Work".

      (ii) Grantor shall not adjust, compromise or settle any claim for
Insurance Proceeds without the prior written consent of Beneficiary, which shall
not be unreasonably withheld or delayed; provided, however, that, except during
the continuance of an Event of Default, Beneficiary's consent shall not be
required with 


                                       76
<PAGE>

respect to the adjustment, compromising or settlement of any claim for Insurance
Proceeds in an amount less than $1,000,000.

      (iii) Subject to Section 3.04(a)(iv), Beneficiary shall apply any 
Insurance Proceeds which it may receive towards the Work in accordance with 
Section 3.04(b) and the other applicable sections of this Article III.

      (iv) If (A) an Event of Default shall have occurred and is continuing, 
(B) Beneficiary is not reasonably satisfied that the Debt Service Coverage, 
after substantial completion of the Work, will be at least equal to the 
Required Debt Service Coverage, (C) more than twenty-five percent (25%) of 
the reasonably estimated aggregate insurable value of the Trust Property is 
damaged or destroyed, (D) any Leases constituting ten percent (10%) of the 
Total GLA physically affected by such destruction shall not continue in full 
force and effect, or (E) Beneficiary is not reasonably satisfied the Work can 
be completed by the earlier of (1) the end of the twelve (12) month period 
following the damage to or destruction of the Trust Property (provided that 
such twelve month period may be extended at the request of Grantor provided 
that Grantor delivers a letter from the Rating Agency confirming that any 
rating issued in connection with a Securitization will not, as a result of 
such extension be downgraded from the then current ratings thereof, 
qualified, or withdrawn, (2) the Maturity Date, and (3) the period through 
which the insurance specified in Section 3.01(a)(iii) insures against 
business interruption or rent loss (collectively, a "Substantial Casualty"), 
Beneficiary shall have the option, in its sole discretion to apply any 
Insurance Proceeds it may receive pursuant to this Deed of Trust (less any 
cost to Beneficiary of recovering and paying out such proceeds incurred 
pursuant to the terms hereof and not otherwise reimbursed to Beneficiary, 
including, without limitation, reasonable attorneys' fees and expenses) to 
the payment of the Debt, without any prepayment fee or charge of any kind, 
including, without limitation, Yield Maintenance Premium, or to allow such 
proceeds to be used for the Work pursuant to the terms and subject to the 
conditions of Section 3.04(b) hereof and the other applicable sections of 
this Article III.

                                       77
<PAGE>

      (v) In the event that Beneficiary elects or is obligated hereunder to 
allow Insurance Proceeds to be used for the Work, any excess proceeds 
remaining after completion of such Work shall be applied to the payment of 
the Debt without any prepayment fee or charge of any kind, including, without 
limitation, Yield Maintenance Premium.

      (b) If any Condemnation Proceeds, in accordance with Section 6.01(a) or
any Insurance Proceeds in accordance with Section 3.04(a), are to be applied to
the repair, restoration or rebuilding of the Trust Property, then such
proceeds shall be deposited into a segregated interest-bearing bank account at
the Bank, which shall be an Eligible Account, held by Beneficiary and shall be
paid out from time to time to Grantor as the Work progresses (less any cost to
Beneficiary of recovering and paying out such proceeds, including, without
limitation, reasonable attorneys' fees and costs allocable to inspecting the
Work and the plans and specifications therefor) subject to Section 5.13 hereof
and to all of the following conditions:

            (i) An architect or engineer selected by Grantor and reasonably
      acceptable to Beneficiary (an "Architect" or "Engineer") or a Person
      otherwise reasonably acceptable to Beneficiary, shall have delivered to
      Beneficiary a certificate estimating the cost of completing the Work, and,
      if the amount set forth therein is more than the sum of the amount of
      Insurance Proceeds then being held by Beneficiary in connection with a
      casualty and amounts agreed to be paid as part of a final settlement under
      the insurance policy upon or before completion of the Work, Grantor
      shall have delivered to Beneficiary (A) cash collateral in an amount equal
      to such excess, (B) an unconditional, irrevocable, clean sight draft
      letter of credit, in form, substance and issued by a bank reasonably
      acceptable to Beneficiary, in the amount of such excess and draws on such
      letter of credit shall be made by Beneficiary to make payments pursuant to
      this Article III following exhaustion of the Insurance Proceeds therefore
      or (C) a completion bond in form, substance and issued by a surety company
      reasonably acceptable to Beneficiary.


                                       78
<PAGE>

            (ii) If the cost of the Work is reasonably estimated by an Architect
      or Engineer in a certification reasonably acceptable to Beneficiary to be
      equal to or exceed ten percent (10%) of the Allocated Loan Amount, such
      Work shall be performed under the supervision of an Architect or Engineer,
      it being understood that the plans and specifications with respect thereto
      shall provide for Work so that, upon completion thereof, the Trust
      Property shall be at least equal in replacement value and general utility
      to the Trust Property prior to the damage or destruction.
      
            (iii) Each request for payment shall be made on not less than 
      ten (10) days' prior notice to Beneficiary and shall be accompanied 
      by a certificate of an Architect or Engineer, or, if the Work is 
      not required to be supervised by an Architect or Engineer, by an 
      Officer's Certificate stating (A) that payment is for Work 
      completed in compliance with the plans and specifications, if 
      required under clause (ii) above, (B) that the sum requested is 
      required to reimburse Grantor for payments by Grantor to date, or 
      is due to the contractor, subcontractors, materialmen, laborers, 
      engineers, architects or other Persons rendering services or 
      materials for the Work (giving a brief description of such services 
      and materials), and that when added to all sums previously paid out 
      by Beneficiary does not exceed the value of the Work done to the 
      date of such certificate, (C) if the sum requested is to cover 
      payment relating to repair and restoration of personal property 
      required or relating to the Trust Property, that title to the 
      personal property items covered by the request for payment is 
      vested in Grantor (unless Grantor is lessee of such personal 
      property), and (D) that the Insurance Proceeds and other amounts 
      deposited by Grantor held by Beneficiary after such payment is more 
      than the estimated remaining cost to complete such Work; provided, 
      however, that if such certificate is given by an Architect or 
      Engineer, such Architect or Engineer shall certify as to clause (A) 
      above, and such Officer's Certificate shall certify as to the 
      remaining clauses above. Additionally, each request for payment 
      shall contain a statement signed by Grantor stating that the 
      requested payment is for Work satisfactorily done to date.

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<PAGE>
      
            (iv) Each request for payment shall be accompanied by waivers 
      of lien, in customary form and substance, covering that part of the 
      Work for which payment or reimbursement is being requested and, if 
      required by Beneficiary, a search prepared by a title company or 
      licensed abstractor, or by other evidence satisfactory to 
      Beneficiary that there has not been filed with respect to the Trust 
      Property any mechanic's or other lien or instrument for retention 
      of title relating to any part of the Work not discharged of record. 
      Additionally, as to any personal property covered by the request 
      for payment, Beneficiary shall be furnished with evidence of having 
      incurred a payment obligation therefor and such further evidence 
      reasonably satisfactory to assure Beneficiary that UCC filings 
      therefor provide a valid first lien on the personal property.
      
            (v) Beneficiary shall have the right to inspect the Work at 
      all reasonable times upon reasonable prior notice and may condition 
      any disbursement of Insurance Proceeds upon satisfactory compliance 
      by Grantor with the provisions hereof. Neither the approval by 
      Beneficiary of any required plans and specifications for the Work 
      nor the inspection by Beneficiary of the Work shall make 
      Beneficiary responsible for the preparation of such plans and 
      specifications, or the compliance of such plans and specifications 
      of the Work, with any applicable law, regulation, ordinance, 
      covenant or agreement.

            (vi) Insurance Proceeds shall not be disbursed more frequently than
      once every thirty (30) days or at any time during which a Default exists.

            (vii) Until such time as the Work has been substantially completed,
      Beneficiary shall not be obligated to disburse up to ten percent (10%) of
      the cost of the Work (the "Retention Amount") to Grantor. Upon
      substantial completion of the Work, Grantor shall send notice thereof to
      Beneficiary and, subject to the conditions of Section 3.04(b)(i)-(iv),
      Beneficiary shall disburse one-half of the Retention Amount to Grantor;
      provided, however, that the remaining one-half of the Retention Amount
      shall be 


                                       80
<PAGE>

      disbursed to Grantor when Beneficiary shall have received copies of any
      and all final certificates of occupancy or other certificates, licenses
      and permits required for the ownership, occupancy and operation of the
      Trust Property in accordance with all Legal Requirements. Trantor
      hereby covenants to diligently seek to obtain any such certificates,
      licenses and permits.
      
            (viii) Upon failure on the part of Grantor promptly to 
      commence the Work or to proceed diligently and continuously to 
      completion of the Work, which failure shall continue after notice 
      for thirty (30) days, Beneficiary may apply any Insurance Proceeds 
      or Condemnation Proceeds it then or thereafter holds to the payment 
      of the Debt in accordance with the provisions of the Note; 
      provided, however, that Beneficiary shall be entitled to apply at 
      any time all or any portion of the Insurance Proceeds or 
      Condemnation Proceeds it then holds to the extent necessary to cure 
      any Event of Default under this Deed of Trust, the Note or any 
      other Loan Document.

      (c) If Grantor (i) within one hundred twenty (120) days after the 
occurrence of any damage to the Trust Property or any portion thereof (or 
such shorter period as may be required under any Space Lease) shall fail to 
submit to Beneficiary for approval plans and specifications (if required 
pursuant to Section 3.04(b)(ii) hereof) for the Work (approved by the 
Architect and by all Governmental Authorities whose approval is required), 
(ii) after any such plans and specifications are approved by all Governmental 
Authorities, the Architect and Beneficiary, shall fail to promptly commence 
such Work or (iii) shall fail to diligently prosecute such Work to 
completion, then, in addition to all other rights available hereunder, at law 
or in equity, Beneficiary, or any receiver of the Trust Property or any 
portion thereof, upon five (5) days' prior notice to Grantor (except in the 
event of emergency in which case no notice shall be required), may (but shall 
have no obligation to) perform or cause to be performed such Work, and may 
take such other steps as it reasonably deems advisable. Grantor hereby 
waives, for Grantor, any claim, other than for gross negligence or willful 
misconduct, against Beneficiary and any receiver arising out of any act or 
omission of Beneficiary or such receiver pursuant

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<PAGE>

hereto, and Beneficiary may apply all or any portion of the proceeds of 
insurance (without the need to fulfill any other requirements of this 
Section 3.04) to reimburse Beneficiary and such receiver, for all costs not 
reimbursed to Beneficiary or such receiver upon demand together with 
interest thereon at the Default Rate from the date such amounts are 
advanced until the same are paid to Beneficiary or the receiver.

      (d) Grantor hereby irrevocably appoints Beneficiary as its
attorney-in-fact, coupled with an interest, to collect and receive any insurance
proceeds paid with respect to any portion of the Trust Property or the
insurance policies required to be maintained hereunder, and to endorse any
checks, drafts or other instruments representing any insurance proceeds whether
payable by reason of loss thereunder or otherwise.

Section 3.05. Compliance with Insurance Requirements. Grantor promptly 
shall comply with, and shall cause the Trust Property to comply with, all 
Insurance Requirements, even if such compliance requires structural changes 
or improvements or would result in interference with the use or enjoyment 
of the Trust Property or any portion thereof provided Grantor shall have a 
right to contest in good faith and with diligence such Insurance 
Requirements provided (a) no Event of Default shall exist during such 
contest and such contest shall not subject the Trust Property or any 
portion thereof to any lien or affect the priority of the lien of this Deed 
of Trust, (b) failure to comply with such Insurance Requirements will not 
subject Beneficiary, Deed Trustee or any of their agents, employees, 
officers or directors to any civil or criminal liability, (c) such contest 
will not cause any reduction in insurance coverage, (d) such contest shall 
not affect the ownership, use or occupancy of the Trust Property, (e) the 
Trust Property or any part thereof or any interest therein shall not be in 
any danger of being sold, forfeited or lost by reason of such contest by 
Grantor, (f) Grantor has given Beneficiary prompt notice of such contest 
and, upon request by Beneficiary from time to time, notice of the status of 
such contest by Grantor and/or information of the continuing satisfaction 
of the conditions set forth in clauses (a) through (e) of this Section 
3.05, (g) upon a final determination of such contest, Grantor shall 
promptly comply with the requirements thereof, and (h) prior to and during 
such contest, Grantor

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<PAGE>

shall furnish to Beneficiaey security satisfactory to Beneficiary, in its 
reasonable discretion, against loss or injury by reason of such contest or 
the non-compliance with such Insurance Requirement (and if such security is 
cash, Beneficiary shall deposit the same in an interest-bearing account and 
interest accrued thereon, if any, shall be deemed to constitute a part of 
such security for purposes of this Deed of Trust, but Beneficiary (i) makes 
no representation or warranty as to the rate or amount of interest, if any, 
which may accrue thereon and shall have no liability in connection therewith 
and (ii) shall not be deemed to be a trustee or fiduciary with respect to its 
receipt of any such security and any such security may be commingled with 
other monies of Beneficiary). If Grantor shall use the Trust Property or any 
portion thereof in any manner which could permit the insurer to cancel any 
insurance required to be provided hereunder, Grantor immediately shall obtain 
a substitute policy which shall satisfy the requirements of this Deed of 
Trust and which shall be effective on or prior to the date on which any such 
other insurance policy shall be canceled. Grantor shall not by any action or 
omission invalidate any insurance policy required to be carried hereunder 
unless such policy is replaced as aforesaid, or materially increase the 
premiums on any such policy above the normal premium charged for such policy. 
Grantor shall cooperate with Beneficiary in obtaining for Beneficiary the 
benefits of any insurance proceeds lawfully or equitably payable to 
Beneficiary in connection with the transaction contemplated hereby.

Section 3.06. Event of Default During Restoration. Notwithstanding anything 
to the contrary contained in this Deed of Trust including, without 
limitation, the provisions of this Article 3, if, at the time of any 
casualty affecting the Trust Property or any part thereof, or at any time 
during any Work, or at any time that Beneficiary is holding or is entitled 
to receive any proceeds of any insurance pursuant to this Deed of Trust, a 
Default exists and is continuing (whether or not it constitutes an Event of 
Default), Beneficiary shall then have no obligation to make such proceeds 
available for Work and upon an Event of Default Beneficiary shall have the 
right and option, to be exercised in its sole and absolute discretion and 
election, with respect to the proceeds of any such insurance, either to 
retain and apply such proceeds in reimbursement for the actual costs, fees 
and expenses incurred by 

                                       83
<PAGE>

Beneficiary in accordance with the terms hereof in connection with the 
adjustment of the loss and any balance toward payment of the Debt in such 
priority and proportions as Beneficiary, in its sole discretion, shall deem 
proper, or towards the Work, upon such terms and conditions as Beneficiary 
shall determine, or to cure such Event of Default, or to any one or more of 
the foregoing as Beneficiary, in its sole and absolute discretion, may 
determine. If Beneficiary shall receive and retain such Insurance Proceeds, 
the lien of this Deed of Trust shall be reduced only by the amount thereof 
received, after reimbursement to Beneficiary of expenses of collection, and 
actually applied by Beneficiary in reduction of the principal sum payable 
under the Note in accordance with the Note.

Section 3.07. Application of Proceeds to Debt Reduction. (a) No damage to 
the Trust Property, or any part thereof, by fire or other casualty 
whatsoever, whether such damage be partial or total, shall relieve Grantor 
from its liability to pay in full the Debt and to perform its obligations 
under this Deed of Trust and the other Loan Documents except to the extent 
any rent (business interruption) insurance is paid to Beneficiary and 
applied to the Debt.

      (b) If any Insurance Proceeds are applied to reduce the Debt, 
Beneficiary shall apply the same in accordance with the provisions of the 
Note.

                            ARTICLE IV: IMPOSITIONS


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<PAGE>

Section 4.01. Payment of Impositions, Utilities and Taxes, etc. (a) Grantor 
shall pay or cause to be paid all Impositions at least five (5) days prior 
to the date upon which any fine, penalty, interest or cost for nonpayment 
is imposed, and furnish to Beneficiary, upon request, receipted bills of 
the appropriate taxing authority or other documentation reasonably 
satisfactory to Beneficiary evidencing the payment thereof. If Grantor 
shall fail to pay any Imposition in accordance with this Section and is not 
contesting or causing a contesting of such Imposition in accordance with 
Section 4.04 hereof, or if there are insufficient funds in the Basic 
Carrying Costs Sub-Account to pay any Imposition, Beneficiary shall have 
the right, but shall not be obligated, to pay that Imposition, and Grantor 
shall repay to Beneficiary, on demand, any amount paid by Beneficiary, with 
interest thereon at the Default Rate from the date of the advance thereof 
to the date of repayment, and such amount shall constitute a portion of the 
Debt secured by this Deed of Trust and the other Cross-collateralized Deeds 
of Trust.

      (b) Grantor shall, prior to the date upon which any fine, penalty, 
interest or cost for the nonpayment is imposed, pay or cause to be paid all 
charges for electricity, power, gas, water and other services and utilities 
in connection with the Trust Property, and shall, upon request, deliver to 
Beneficiary receipts or other documentation reasonably satisfactory to 
Beneficiary evidencing payment thereof. If Grantor shall fail to pay any 
amount required to be paid by Grantor pursuant to this Section 4.01 and is 
not contesting such charges in accordance with Section 4.04 hereof, 
Beneficiary shall have the right, but shall not be obligated, to pay that 
amount, and Grantor will repay to Beneficiary, on demand, any amount paid 
by Beneficiary with interest thereon at the Default Rate from the date of 
the advance thereof to the date of repayment, and such amount shall 
constitute a portion of the Debt secured by this Deed of Trust and the 
other Cross-collateralized Deeds of Trust.

      (c) Grantor shall pay all taxes, charges, filing, registration and 
recording fees, excises and levies imposed upon Beneficiary by reason of or 
in connection with its ownership of any Loan Document or any other 
instrument related thereto, or resulting from the execution, delivery and 
recording of, or the lien created by, or the obligation evidenced by, any 
of them, 

                                       85
<PAGE>

other than income, franchise and other similar taxes imposed on Beneficiary and
shall pay all corporate stamp taxes, if any, and other taxes, required to be
paid on the Loan Documents. If Grantor shall fail to make any such payment
within ten (10) days after written notice thereof from Beneficiary, 
Beneficiary
shall have the right, but shall not be obligated, to pay the amount due, and
Grantor shall reimburse Beneficiary therefor, on demand, with interest thereon
at the Default Rate from the date of the advance thereof to the date of
repayment, and such amount shall constitute a portion of the Debt secured by
this Deed of Trust and the other Cross-collateralized Deed of Trusts.

Section 4.02. Deduction from Value. In the event of the passage after the 
date of this Deed of Trust of any Legal Requirement deducting from the 
value of the Trust Property for the purpose of taxation, any lien thereon 
or changing in any way the Legal Requirements now in force for the taxation 
of this Deed of Trust, the other Cross-collateralized Deed of Trusts and/or 
the Debt for federal, state or local purposes, or the manner of the 
operation of any such taxes so as to adversely affect the interest of 
Beneficiary, or impose any tax or other charge on any Loan Document, then 
Grantor will pay such tax, with interest and penalties thereon, if any, 
within the statutory period. In the event the payment of such tax or 
interest and penalties by Grantor would be unlawful, or taxable to 
Beneficiary or unenforceable or provide the basis for a defense of usury, 
then in any such event, Beneficiary shall have the option, by written 
notice of not less than thirty (30) days, to declare the Debt immediately 
due and payable, with no prepayment penalty, including without limitation, 
Yield Maintenance Premium.

Section 4.03. No Joint Assessment. Grantor shall not consent to or initiate 
the joint assessment of the Premises or the Improvements (a) with any other 
real property constituting a separate tax lot and Grantor represents and 
covenants that each of the parcels comprising the Premises are and shall 
remain a separate tax lot or (b) with any portion of the Trust Property 
which may be deemed to constitute personal property, or any other procedure 
whereby the lien of any taxes which may be levied against such personal 
property shall be assessed or levied or charged to the Trust Property as a 
single lien.

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Section 4.04. Right to Contest. Grantor shall have the right, after prior 
notice to Beneficiary, at its sole expense, to contest by appropriate legal 
proceedings diligently conducted in good faith, without cost or expense to 
Beneficiary or any of its agents, employees, officers or directors, the 
validity, amount or application of any Imposition or any charge described 
in Section 4.01(b), provided that (a) no Default or Event of Default shall 
exist during such proceedings and such contest shall not (unless Grantor 
shall comply with clause (d) of this Section 4.04) subject the Trust 
Property or any portion thereof to any lien or affect the priority of the 
lien of this Deed of Trust, (b) failure to pay such Imposition or charge 
will not subject Beneficiary, Deed Trustee or any of their agents, 
employees, officers or directors to any civil or criminal liability, (c) 
the contest suspends enforcement of the Imposition or charge (unless 
Grantor first pays the Imposition or charge), (d) prior to and during such 
contest, Grantor shall furnish to Beneficiary security satisfactory to 
Beneficiary, in its reasonable discretion, against loss or injury by reason 
of such contest or the non-payment of such Imposition or charge (and if 
such security is cash, Beneficiary may deposit the same in an 
interest-bearing account and interest accrued thereon, if any, shall be 
deemed to constitute a part of such security for purposes of this Deed of 
Trust, but Beneficiary (i) makes no representation or warranty as to the 
rate or amount of interest, if any, which may accrue thereon and shall have 
no liability in connection therewith and (ii) shall not be deemed to be a 
trustee or fiduciary with respect to its receipt of any such security and 
any such security may be commingled with other monies of Beneficiary), (e) 
such contest shall not affect the ownership, use or occupancy of the Trust 
Property, (f) the Trust Property or any part thereof or any interest 
therein shall not be in any danger of being sold, forfeited or lost by 
reason of such contest by Grantor, (g) Grantor has given Beneficiary notice 
of the commencement of such contest and upon request by Beneficiary, from 
time to time, notice of the status of such contest by Grantor and/or 
confirmation of the continuing satisfaction of clauses (a) through (f) of 
this Section 4.04, and (h) upon a final determination of such contest, 
Grantor shall promptly comply with the requirements thereof. Upon 
completion of any contest, Grantor shall immediately pay the amount due, if 
any, and deliver to Beneficiary proof of the completion of the contest and 
payment of the amount due, if any, following which, 

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Beneficiary shall return the security, if any, deposited with Beneficiary 
pursuant to clause (d) of this Section 4.04. Grantor shall not pay any 
Imposition in installments unless permitted by applicable Legal Requirements, 
and shall, upon the request of Beneficiary, deliver copies of all notices 
relating to any Imposition or other charge covered by this Article IV to 
Beneficiary.

Section 4.05. No Credits on Account of the Debt. Grantor will not claim or 
demand or be entitled to any credit or credits on account of the Debt for 
any part of the Impositions assessed against the Trust Property or any part 
thereof and no deduction shall otherwise be made or claimed from the 
taxable value of the Trust Property, or any part thereof, by reason of this 
Deed of Trustor the Debt. In the event such claim, credit or deduction 
shall be required by Legal Requirements, Beneficiary shall have the option, 
by written notice of not less than thirty (30) days, to declare the Debt 
immediately due and payable, and Grantor hereby agrees to pay such amounts 
not later than thirty (30) days after such notice.

Section 4.06. Documentary Stamps. If, at any time, the United States of 
America, any State or Commonwealth thereof or any subdivision of any such 
State shall require revenue or other stamps to be affixed to the Note or 
this Deed of Trust, or impose any other tax or charges on the same, Grantor 
will pay the same, with interest and penalties thereon, if any.

                    ARTICLE V: CENTRAL CASH MANAGEMENT

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Section 5.01. Cash Flow. Grantor hereby acknowledges and agrees that the 
Rent (which for the purposes of this Section 5.01 shall not include 
security deposits from tenants under valid Leases held by Grantor and not 
applied towards Rent) derived from the Trust Property and Loss Proceeds 
shall be utilized (a) to fund the Basic Carrying Costs Sub-Account, (b) to 
pay all amounts to become due and payable under the Note by funding the 
Debt Service Payment Sub-Account, (c) to fund the Recurring Replacement 
Reserve Sub-Account, (d) to fund the Operation and Maintenance Expense 
Sub-Account to the extent required, and (e) to fund the Curtailment Reserve 
Sub-Account, to the extent required. Grantor shall cause the Manager to 
collect all security deposits from tenants under valid Leases, which shall 
be held by the Manager, as agent for Grantor, in accordance with applicable 
law and in a segregated demand deposit bank account at such commercial or 
savings bank or banks as may be reasonably satisfactory to Beneficiary (the 
"Security Deposit Account"). Grantor shall notify Beneficiary of any 
security deposits held as letters of credit and, upon Beneficiary's 
request, such letters of credit shall be promptly delivered to Beneficiary. 
Grantor shall have no right to withdraw funds from the Security Deposit 
Account; provided that, prior to the occurrence of an Event of Default, 
Grantor may withdraw funds from the Security Deposit Account to refund or 
apply security deposits as required by the Leases or by applicable Legal 
Requirements. After the occurrence and during the continuance of an Event 
of Default, all withdrawals from the Security Deposit Account must be 
approved by Beneficiary. All rental payments made by tenants and other 
payments constituting Rent shall be paid by check, cashiers check or money 
order made payable to Beneficiary or its successors and assigns. Grantor 
shall give each tenant under a Lease an irrevocable direction in the form 
of Exhibit G attached hereto and made a part hereof to deliver all rental 
payments made by tenants and other payments constituting Rent directly to 
the bank in which the Rent Account is located. In the event that any tenant 
pays any Rent directly to Manager, the Manager shall deposit such funds, 
within one (1) Business Day after receipt thereof in the Rent Account. All 
Rent shall be deposited into the Rent Account. Grantor shall cause the bank 
in which the Rent Account is located to automatically transfer through 
automatic clearing house funds or by Federal wire to the Central Account 
prior to 5:00 p.m. (New York City time) on each Business 

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<PAGE>

Day all sums deposited into the Rent Account. Beneficiary may elect to change 
the financial institution in which the Rent Account and/or the Central 
Account shall be maintained; however, Beneficiary shall give Grantor not 
fewer than five (5) Business Days' prior notice of such change and, provided, 
that no Default has occurred and is continuing, such institution shall be 
subject to the approval of Grantor which may not be unreasonably withheld, 
delayed or conditioned. All fees and charges of the banks in which the Rent 
Account and the Central Account are located shall be paid by Grantor.

Setion 5.02. Establishment of Sub-Accounts. Beneficiary has established the 
Rent Account and the Central Account. The Central Account shall be under 
the sole dominion and control of Beneficiary. Grantor shall have no right 
of withdrawal in respect of the Rent Account or the Central Account except 
as specifically provided herein. Each transfer of funds to be made 
hereunder shall be made only to the extent that funds are on deposit in the 
Rent Account, the Central Account or the affected Sub-Account, and 
Beneficiary shall have no responsibility to make additional funds available 
in the event that funds on deposit are insufficient. The Central Account 
shall contain the Basic Carrying Costs Sub-Account, the Debt Service 
Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the 
Operation and Maintenance Expense Sub-Account (to the extent applicable), 
and the Curtailment Reserve Sub-Account (to the extent applicable), each of 
which accounts shall be Eligible Accounts (each a "Sub-Account" and 
collectively, the "Sub-Accounts") to which certain funds shall be allocated 
and from which disbursements shall be made pursuant to the terms of this 
Deed of Trust. On the date hereof, Grantor has deposited from the proceeds 
of the Loan the Initial Central Account Deposit in the Central Account. 
Notwithstanding the foregoing, any Sub-Account which is a separate Eligible 
Account shall be deemed a Sub-Account of the Central Account.

Section 5.03. Permitted Investments. Upon the written request of Grantor, 
Beneficiary shall direct the Bank to invest and reinvest any balance in the 
Central Account from time to time in Permitted Investments as instructed by 
Grantor (which instruction may be made no more than one time per month), 
provided that (a) if Grantor fails to so instruct Beneficiary, or upon the 
occurrence and during the continuance of a Default, Beneficiary may direct 
the 

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<PAGE>

Bank to invest and reinvest such balance in Permitted Investments as 
Beneficiary shall determine in its sole discretion, (b) the maturities of 
the Permitted Investments on deposit in the Central Account shall, to the 
extent such dates are ascertainable, be selected and coordinated to become 
due not later than the day before any disbursements from the applicable 
Sub-Accounts must be made, (c) all such Permitted Investments shall be held 
in the name and be under the sole dominion and control of Beneficiary, and 
(d) no Permitted Investment shall be made unless Beneficiary shall retain a 
perfected first priority lien in such Permitted Investment securing the 
Debt and all filings and other actions necessary to ensure the validity, 
perfection, and priority of such lien have been taken. It is the intention 
of the parties hereto that the entire amounts deposited in the Central 
Account (or as much thereof as Beneficiary may reasonably arrange to 
invest) shall at all times be invested in Permitted Investments, and that 
the Central Account shall be a so-called "zero balance" account. All funds 
in the Central Account that are invested in a Permitted Investment are 
deemed to be held in the Central Account for all purposes of this Deed of 
Trustand the other Loan Documents. Beneficiary shall not have any liability 
for any loss in investments of funds in the Central Account that are 
invested in Permitted Investments whether Grantor or Beneficiary selected 
such Permitted Investment in accordance herewith and no such loss shall 
affect Grantor's obligation to fund, or liability for funding, the Central 
Account and each Sub-Account, as the case may be. Grantorr agrees that 
Grantor shall include all such earnings on the Central Account as income of 
Grantor (and, if Grantor is a partnership or other pass-through entity, the 
partners, members or beneficiaries of Grantor, as the case may be) for 
federal and applicable state and local tax purposes. Grantor shall have no 
right whatsoever to direct the investment of the proceeds in the Collection 
Account.

Section 5.04. Interest on Accounts. All interest paid or other earnings on 
the Permitted Investments of funds deposited into the Central Account made 
hereunder shall be deposited into the Central Account and, until such 
Sub-Account is fully funded, shall be allocated to the Sub-Account which 
contained the funds with respect to which such interest was paid or other 
earnings earned. All such interest and earnings, once so allocated, shall 
be treated as Rent allocated to such Sub-Account. All interest paid or 

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other earnings on funds deposited into the Rent Account shall be deposited into
the Rent Account and shall be treated as Rent deposited into such account as of
the day such interest and earnings are deposited therein.

Section 5.05. Monthly Funding of Sub-Accounts. Prior to 2:00 p.m. (New York 
City time) on each Allocation Date during the term of the Loan, Beneficiary 
shall allocate all funds in the Central Account among the Sub-Accounts as 
follows and in the following priority:

                        (a) first, to the Basic Carrying Costs Sub-Account,
      until an amount equal to the Basic Carrying Costs Monthly Installment for
      such Current Month has been allocated to the Basic Carrying Costs
      Sub-Account;

                        (b) second, to the Debt Service Payment Sub-Account,
      until an amount equal to the Required Debt Service Payment for the Payment
      Date occurring in such Current Month has been allocated to the Debt
      Service Payment Sub-Account;

                        (c) third, to the Recurring Replacement Reserve
      Sub-Account, until an amount equal to the sum of (x) the amount, if any,
      deducted therefrom during any preceding month to pay any amounts due
      pursuant to clauses (a) or (b) above, to the extent not previously
      reimbursed to such Sub-Account, plus (y) an amount equal to the Recurring
      Replacement Reserve Monthly Installment for such month has been allocated
      to the Recurring Replacement Reserve Sub-Account;

                        (d) fourth, but only during the O&M Operative Period, to
      the Operation and Maintenance Expense Sub-Account, until an amount equal
      to the amount, if any, deducted therefrom during any preceding month to
      pay any amounts due pursuant to clauses (a) or (b) above, to the extent
      not previously reimbursed to such Sub-Account and then until an amount
      equal to the Operation and Maintenance Expense Monthly Installment has
      been allocated to such Sub-Account; and


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<PAGE>

                        (e) fifth, but only during the O&M Operative Period, all
      Excess Rent shall be allocated to the Curtailment Reserve Sub-Account.

            Provided that (I) no Event of Default has occurred and is 
continuing and (II) Beneficiary has received the Manager Certification 
referred to in Section 2.09(d) hereof for the most recent period for which 
the same is due, Beneficiary agrees that in each Current Month any amounts 
deposited into or remaining in the Central Account after sufficient funds 
have been transferred to the Central Account to fund the Sub-Accounts in 
accordance with, and has allocated the amounts set forth in, clauses (a) 
through (e) above with respect to the Current Month and any periods prior 
thereto shall be disbursed by Beneficiary to Manager on each Allocation Date 
in such Current Month unless such day is not a Business Day, in which event 
distributions shall be made on the next following Business Day. The balance 
of the funds distributed to Grantor after payment of all Operating Expenses 
by or on behalf of Grantor may be retained by Grantor. As used herein, 
"Excess Rent" means the amounts available in the Central Account (other than 
any Loss Proceeds deposited in the Central Account) in any Current Month 
after the allocations under clauses (a) through (d) above have been made and 
after payments of all Operating Expenses for which Grantor has requested 
payments in any Current Month provided Beneficiary has, in its sole and 
absolute discretion, approved such requests. After the occurrence, and during 
the continuance, of an Event of Default, no funds held in the Central Account 
shall be distributed to Grantor, and Beneficiary shall have the right to 
apply all or any portion of the funds held in such account to the Debt in 
Beneficiary's sole discretion.

            In the event that sufficient funds to fund all of the Sub-Accounts
pursuant to this Section 5.05 for the Payment Date in any Current Month are not
on deposit in the Central Account prior to 2:00 p.m. (New York City time) on the
Business Day immediately preceding the Payment Date (the "Notice Date") for the
then Current Month, Beneficiary shall endeavor to deliver to Grantor, via
telecopy, on or before 4:00 P.M. (New York City time) on the Notice Date a
certificate in the form set forth as Exhibit E attached hereto and made a part
hereof stating that sufficient funds have not theretofore been deposited into
the 


                                       93
<PAGE>

Central Account for allocation to the various Sub-Accounts pursuant to this
Section 5.05. Failure to give such notice shall not relieve Grantor of any
obligation to make any payment which is due on each Payment Date. If sufficient
funds are not on deposit in the Central Account to fund all of the Sub-Accounts
pursuant to Section 5.01 for the Payment Date in any Current Month, Grantor
shall be obligated to deposit immediately available United States funds (in
addition to Rent) into the Central Account, prior to such Payment Date, in the
amount of such deficiency, and failure to make such deposit shall be an Event of
Default hereunder. If, on any Payment Date, the aggregate balance in the Central
Account (excluding funds allocated to any Sub-Account other than funds allocated
to the Debt Service Payment Sub-Account or the Basic Carrying Costs Sub-Account)
is insufficient to make the payment of the Basic Carrying Costs Monthly
Installment and the Required Debt Service Payment required to be made pursuant
to clauses (a) and (b) of this Section 5.05, then an Event of Default shall
exist hereunder and Beneficiary may withdraw funds and pay such deficiency from
any Sub-Account.

            In the event that Beneficiary elects to apply the proceeds of 
any Sub-Account to pay any Required Debt Service Payment or to fund any 
Basic Carrying Costs, Grantor shall, upon demand, repay to Beneficiary the 
amount of the funds so applied to replenish such Sub-Account up to the 
amount contained therein immediately prior to such application (i.e., 
including interest earned on the balance prior to withdrawal), and if 
Grantor shall fail to repay such amounts within five (5) days after such 
application, an Event of Default shall exist hereunder, which Event of 
Default shall not be cured unless and until Grantor repays such amount or 
all Sub-Accounts have been fully funded from Rent for the then applicable 
Current Month and all prior months. Beneficiary may, at its sole option, 
replenish such Sub-Account(s) out of available Rent in subsequent months 
which Grantor would have otherwise been entitled to receive.

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<PAGE>

Section 5.06. Payment of Basic Carrying Costs. Grantor hereby agrees to pay 
all Basic Carrying Costs with respect to Grantor, the Trust Property and 
any Rent derived therefrom or with respect thereto. At least ten (10) 
Business Days prior to the due date of any Basic Carrying Costs, and not 
more frequently than once each month, Grantor may notify Beneficiary in 
writing and request that Beneficiary pay such Basic Carrying Costs on 
behalf of Grantor on or prior to the due date thereof, and, provided that 
no Event of Default has occurred and that there are sufficient funds 
available in the Basic Carrying Costs Sub-Account, Beneficiary shall make 
such payments out of the Basic Carrying Costs Sub-Account before same shall 
be delinquent. Together with each such request, Grantor shall furnish 
Beneficiary with bills and all other documents necessary, as reasonably 
determined by Beneficiary, for the payment of the Basic Carrying Costs 
which are the subject of such request. Grantor's obligation to pay (or 
cause Beneficiary to pay) Basic Carrying Costs pursuant to this Deed of 
Trustshall include, to the extent permitted by applicable law, Impositions 
resulting from future changes in law which impose upon Beneficiary an 
obligation to pay any property taxes or other Impositions or which 
otherwise adversely affect Beneficiary's interests.

            Provided that no Event of Default shall have occurred and is 
continuing, all funds deposited into the Basic Carrying Costs Sub-Account 
shall be held by Beneficiary pursuant to the provisions of this Deed of 
Trustand shall be applied in payment of Basic Carrying Costs in accordance 
with the terms hereof. Should an Event of Default occur and is continuing, 
the proceeds on deposit in the Basic Carrying Costs Sub-Account may be 
applied by Beneficiary in payment of any Basic Carrying Costs or may be 
applied to the payment of the Debt or any other charges affecting all or 
any portion of the Cross-collateralized Properties as Beneficiary in its 
sole discretion may determine; provided, however, that no such application 
shall be deemed to have been made by operation of law or otherwise until 
actually made by Beneficiary as herein provided.

Section 5.07. Debt Service Payment Sub-Account. On the Business Day after 
each Payment Date during the term of the Loan, Beneficiary shall transfer 
to the Collection Account, from the Debt Service Payment Sub-Account, an 
amount equal to the sum of (a) the Re-

                                       95
<PAGE>

quired Debt Service Payment for such Payment Date and (b) any amounts 
deposited into the Central Account that are either (i) Loss Proceeds that 
Beneficiary has elected to apply to reduce the Debt in accordance with the 
terms of Article III hereof or (ii) excess Loss Proceeds remaining after 
the completion of any restoration required hereunder.

Section 5.08. Recurring Replacement Reserve Sub-Account. Grantor hereby 
agrees to pay all Recurring Replacement Expenditures with respect to 
Grantor and the Trust Property (without regard to the amount of money then 
available in the Recurring Replacement Reserve Sub-Account). Provided that 
Beneficiary has received written notice from Grantor at least five (5) 
Business Days prior to the due date of any payment relating to Recurring 
Replacement Expenditures and not more frequently than once each month, and 
further provided that no Event of Default has occurred and is continuing, 
that there are sufficient funds available in the Recurring Replacement 
Reserve Sub-Account and Grantor shall have theretofore furnished 
Beneficiary with lien waivers, copies of bills, invoices and other 
reasonable documentation as may be required by Beneficiary to establish 
that the Recurring Replacement Expenditures which are the subject of such 
request represent amounts due for completed or partially completed capital 
work and improvements performed at the Trist Property, Beneficiary shall 
make such payments out of the Recurring Replacement Reserve Sub-Account.

            Provided that no Event of Default shall have occurred, all 
funds deposited into the Central Account relating to Recurring Replacement 
Expenditures shall be held by Beneficiary pursuant to the provisions of 
this Deed of Trustand shall be applied in payment of Recurring Replacement 
Expenditures. Should an Event of Default occur, the proceeds on deposit in 
the Recurring Replacement Reserve Sub-Account may be applied by Beneficiary 
in payment of any Recurring Replacement Expenditures or may be applied to 
the payment of the Debt or any other charges affecting all or any portion 
of the Cross-collateralized Properties, as Beneficiary in its sole 
discretion may determine; provided, however, that no such application shall 
be deemed to have been made by operation of law or otherwise until actually 
made by Beneficiary as herein provided.

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<PAGE>

Section 5.09. Operation and Maintenance Expense Sub-Account. Grantor hereby 
agrees to pay all Operating Expenses with respect to the Trust Property 
(without regard to the amount of money then available in the Operation and 
Maintenance Expense Sub-Account). All funds allocated to the Operation and 
Maintenance Expense Sub-Account shall be held by Beneficiary pursuant to the 
provisions of this Deed of Trust. Any sums held in the Operation and 
Maintenance Expense Sub-Account shall be disbursed to Grantor within five (5) 
Business Days of receipt by Beneficiary from Grantor of (a) a written request 
for such disbursement which shall indicate the Operating Expenses or Approved 
TI Costs (exclusive of Basic Carrying Costs) for which the required 
disbursement is to pay and (b) an Officer's Certificate stating that no 
Operating Expenses or Approved TI Costs with respect to the Property are more 
than sixty (60) days past due; provided, however, in the event that Grantor 
legitimately disputes any invoice for an Operating Expense or Approved TI 
Costs, and (i) no Event of Default has occurred and is continuing hereunder, 
(ii) Grantor shall have set aside adequate reserves for the payment of such 
disputed sums together with all interest and late fees thereon, (iii) Grantor 
has complied with all the requirements of this Deed of Trustrelating thereto, 
and (iv) the contesting of such sums shall not constitute a default under any 
other instrument, agreement, or document to which Grantor is a party, then 
Grantor may, after certifying to Beneficiary as to items (i) through (iv) 
hereof, contest such invoice. Together with each such request, Grantor shall 
furnish Beneficiary with bills and all other documents necessary for the 
payment of the Operating Expenses and Approved TI Costs which are the subject 
of such request. Grantor may request a disbursement from the Operation and 
Maintenance Expense Sub-Account no more than one (1) time per calendar month. 
Should an Event of Default occur and be continuing, the proceeds on deposit 
in the Operation and Maintenance Expense Sub-Account may be applied by 
Beneficiary in payment of any Operating Expenses or Approved TI Costs for the 
Trust Property or may be applied to the payment of the Debt or other charges 
affecting all or any portion of the Trust Property as Beneficiary, in its 
sole discretion, may determine; provided, however, that no such application 
shall be deemed to have been made by operation of law or otherwise until 
actually made by Beneficiary as herein provided. All sums, if any, remaining 
in the Operation and Maintenance Expense Sub-Account after the payment of all 
Operating Expenses 

                                       97
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and Approved TI Costs for which Grantor requests payment in the then 
Current Month in accordance with the terms hereof shall be deposited into 
the Curtailment Reserve Sub-Account, as set forth in Section 5.05 hereof.

Section 5.10. Intentionally Omitted.

Section 5.11. Curtailment Reserve Sub-Account. During the O&M Operative 
Period Beneficiary shall allocate all Excess Rent to the Curtailment 
Reserve Sub-Account in accordance with Section 5.05(e) until such time as 
the Debt has been paid in full. On the Business Day after each Payment Date 
during any period for which funds have been allocated to the Curtailment 
Reserve Sub-Account pursuant to Section 5.05(e) hereof, Beneficiary shall 
transfer to the Collection Account an amount equal to the lesser of (a) the 
amount available in the Curtailment Reserve Sub-Account, and (b) the total 
Debt then outstanding under the Note and the other Loan Documents.

Section 5.12. Intentionally Omitted.

Section 5.13. Loss Proceeds. In the event of a casualty to the Trust 
Property, unless Beneficiary elects, or is required pursuant to Article III 
hereof to make all of the Insurance Proceeds available to Grantor for 
restoration, Beneficiary and Grantor shall cause all such Insurance 
Proceeds to be paid by the insurer directly to the Central Account, 
whereupon Beneficiary shall, after deducting Beneficiary's costs of 
recovering and paying out such Insurance Proceeds, including without 
limitation, reasonable attorneys' fees, apply same to reduce the Debt in 
accordance with the terms of the Note; provided, however, that if 
Beneficiary elects, or is deemed to have elected, or is required, to make 
the Insurance Proceeds available for restoration, all Insurance Proceeds in 
respect of rent loss, business interruption or similar coverage shall be 
maintained in the Central Account, to be applied by Beneficiary in the same 
manner as Rent received with respect to the operation of the Trust 
Property; provided, further, however, that in the event that the Insurance 
Proceeds of such rent loss, business interruption or similar insurance 
policy are paid in a lump sum in advance, Beneficiary shall hold such 
Insurance Proceeds in a segregated interest-

                                       98
<PAGE>

bearing escrow account, which shall be an Eligible Account, shall estimate, 
in Beneficiary's reasonable discretion, the number of months required for 
Grantor to restore the damage caused by the casualty, shall divide the 
aggregate rent loss, business interruption or similar Insurance Proceeds by 
such number of months, and shall disburse from such escrow account into the 
Central Account each month during the performance of such restoration such 
monthly installment of said Insurance Proceeds. In the event that Insurance 
Proceeds are to be applied toward restoration, Beneficiary shall hold such 
funds in a segregated bank account at the Bank, which shall be an Eligible 
Account, and shall disburse same in accordance with the provisions of 
Section 3.04 hereof. Unless Beneficiary elects, or is required pursuant to 
Section 6.01 hereof to make all of the Condemnation Proceeds available to 
Grantor for restoration, Beneficiary and Grantor shall cause all such 
Condemnation Proceeds to be paid to the Central Account, whereupon 
Beneficiary shall, after deducting Beneficiary's costs of recovering and 
paying out such Condemnation Proceeds, including without limitation, 
reasonable attorneys' fees, apply same, by transferring such amounts to the 
Collection Account, to reduce the Debt in accordance with the terms of the 
Note; provided, however, that any Condemnation Proceeds received in 
connection with a temporary Taking shall be maintained in the Central 
Account, to be applied by Beneficiary in the same manner as Rent received 
with respect to the operation of the Trust Property; provided, further, 
however, that in the event that the Condemnation Proceeds of any such 
temporary Taking are paid in a lump sum in advance, Beneficiary shall hold 
such Condemnation Proceeds in a segregated interest-bearing escrow account, 
which shall be an Eligible Account, shall estimate, in Beneficiary's 
reasonable discretion, the number of months that the Trust Property shall 
be affected by such temporary Taking, shall divide the aggregate 
Condemnation Proceeds in connection with such temporary Taking by such 
number of months, and shall disburse from such escrow account into the 
Central Account each month during the pendency of such temporary Taking 
such monthly installment of said Condemnation Proceeds. In the event that 
Condemnation Proceeds are to be applied toward restoration, Beneficiary 
shall hold such funds in a segregated bank account at the Bank, which shall 
be an Eligible Account, and shall disburse same in accordance with the 
provisions of Section 3.04 hereof. If any Loss Proceeds are received by 
Grantor, such Loss Proceeds shall be received 

                                       99
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in trust for Beneficiary, shall be segregated from other funds of Grantor, 
and shall be forthwith paid into the Central Account, or paid to 
Beneficiary to hold in a segregated bank account at the Bank, in each case 
to be applied or disbursed in accordance with the foregoing. Any Loss 
Proceeds made available to Grantor for restoration in accordance herewith, 
to the extent not used by Grantor in connection with, or to the extent they 
exceed the cost of, such restoration, shall be deposited into the Central 
Account, whereupon Beneficiary shall apply the same to reduce the Debt in 
accordance with the terms of the Note.

                             ARTICLE VI: CONDEMNATION

Section 6.01. Condemnation. (a) Grantor shall notify Beneficiary promptly 
of the commencement or threat of any Taking of the Trust Property or any 
portion thereof. Beneficiary hereby irrevocably appointed as Grantor's 
attorney-in-fact, coupled with an interest, with exclusive power to 
collect, receive and retain the proceeds of any such Taking and to make any 
compromise or settlement in connection with such proceedings (subject to 
Grantor's reasonable approval, except after the occurrence of an Event of 
Default, in which event Grantor's approval shall not be required), subject 
to the provisions of this Deed of Trust; provided, however, that Grantor 
may participate in any such proceedings and shall be authorized and 
entitled to compromise or settle any such proceeding with respect to 
Condemnation Proceeds in an amount less than five percent (5%) of the 
Allocated Loan Amount of the Trust Property. Grantor shall execute and 
deliver to Beneficiary any and all instruments reasonably required in 
connection with any such proceeding promptly after request therefor by 
Beneficiary. Except as set forth above, Grantor shall not adjust, 
compromise, settle or enter into any agreement with respect to such 
proceedings without the prior consent of Beneficiary. All Condemnation 
Proceeds are hereby assigned to and shall be paid to Beneficiary. With 
respect to Condemnation Proceeds in an amount in excess of five percent 
(5%) of the Allocated Loan Amount of the Trust Property. Grantor hereby 
authorizes Beneficiary to compromise, settle, collect and receive such 
Condemnation Proceeds, and to give proper receipts and acquittance 
therefor. Beneficiary may apply such Condemnation 

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Proceeds (less any cost to Beneficiary of recovering and paying out such 
proceeds, including, without limitation, reasonable attorneys' fees and 
disbursements and costs allocable to inspecting any repair, restoration or 
rebuilding work and the plans and specifications therefor) toward the 
payment of the Debt or to allow such proceeds to be used for the Work.

      (b) In the case of a Substantial Taking, the Condemnation Proceeds 
shall be payable, after payment of all necessary and proper expenses 
incurred in the collection of such award, to Beneficiary, to be applied 
towards the payment of the Debt without any prepayment premium. If 
subsequent to payment of such amount in full, Beneficiary shall receive 
payment of any subsequent Condemnation Proceeds, then, such Condemnation 
Proceeds shall be paid to Beneficiary. Each of the parties agrees to 
execute any and all documents that may be reasonably required in order to 
facilitate collection by them of such Condemnation Proceeds.

      (c) In the event of a Taking which is less than a Substantial Taking, 
Grantor at its sole cost and expense (whether or not the award shall have 
been received or shall be sufficient for restoration), shall proceed 
diligently to restore, or cause the restoration of, the remaining 
Improvements not so taken, to maintain a complete, rentable, self-contained 
fully operational facility of the same sort as existed prior to the Taking 
in as good a condition as is reasonably possible. In the event of such a 
Taking, Beneficiary shall receive the Condemnation Proceeds and shall pay 
over the same:

                  (i) first, provided no Event of Default has occurred and is
      continuing, to Grantor to the extent of any portion of the award as may
      be necessary to pay the reasonable cost of restoration of the
      Improvements remaining including costs of the collection, compromise or
      settlement (including, without limitation, reasonable attorney fees),
      and

                  (ii) second, to Beneficiary, to be applied towards the
      payment of the Debt without any prepayment premium.


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      Restoration shall be done in accordance with and subject to the 
provisions of Section 3.04. Payments to Grantor as aforesaid shall be 
disbursed in the manner set forth in Section 3.04(b).

      If one or more Takings in the aggregate create a Substantial Taking, 
then, in such event, the sections of this Article VI above applicable to 
Substantial Takings shall apply.

      (d) In the event Beneficiary is obligated to or elects to make 
Condemnation Proceeds available for the restoration or rebuilding of the 
Trust Property, such proceeds shall be disbursed in the manner and subject 
to the conditions set forth in Section 3.04(b) hereof. If, in accordance 
with this Article VI, any proceeds are used to reduce the Debt, they shall 
be applied as Condemnation Proceeds. Grantor shall promptly execute and 
deliver all instruments reasonably requested by Beneficiary for the purpose 
of confirming the assignment of the Condemnation Proceeds to Beneficiary. 
Application of all or any part of the Condemnation Proceeds to the Debt 
shall be made in accordance with the provisions of Sections 3.06 and 3.07. 
No application of the Condemnation Proceeds to the reduction of the Debt 
shall have the effect of releasing the lien of this Deed of Trustuntil the 
remainder of the Debt has been paid in full. In the case of any Taking, 
Beneficiary, to the extent that Beneficiary has not been reimbursed by 
Grantor, shall be entitled, as a first priority out of any Condemnation 
Proceeds, to reimbursement for all costs, fees and expenses reasonably 
incurred in the determination and collection of any Condemnation Proceeds. 
All Condemnation Proceeds deposited with Beneficiary pursuant to this 
Section, until expended or applied as provided herein, may be commingled 
with the general funds of Beneficiary and shall constitute additional 
security for the payment of the Debt and the payment and performance of 
Grantor's obligations, but Beneficiary shall not be deemed a trustee or 
other fiduciary with respect to its receipt of such Condemnation Proceeds 
or any part thereof. All awards so deposited with Beneficiary shall be held 
by Beneficiary in an Eligible Account and invested in Permitted 
Investments, but Beneficiary makes no representation or warranty as to the 
rate or amount of interest, if any, which may accrue on any such deposit 
and shall have no liability in connection 

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therewith. For purposes hereof, any reference to the award shall be deemed 
to include interest, if any, which has accrued thereon.

                          ARTICLE VII: LEASES AND RENTS

Section 7.01. Assignment. (a) Grantor does hereby bargain, sell, assign and 
set over unto Beneficiary, all of Grantor's interest in the Leases and 
Rents. The assignment of Leases and Rents in this Section 7.01 is an 
absolute, unconditional and present assignment from Grantor to Beneficiary 
and not an assignment for security and the existence or exercise of 
Grantor's revocable license to collect Rent shall not operate to 
subordinate this assignment to any subsequent assignment. The exercise by 
Beneficiary of any of its rights or remedies pursuant to this Section 7.01 
shall not be deemed to make Beneficiary a mortgagee-in-possession. In 
addition to the provisions of this Article VII, Grantor shall comply with 
all terms, provisions and conditions of the Assignment.

      (b) So long as there shall exist and be continuing no Event of 
Default, Grantor shall have a revocable license to take all actions with 
respect to all Leases and Rents, present and future, including the right to 
collect and use the Rents, subject to the terms of this Deed of Trustand 
the Assignment.

      (c) In a separate instrument Grantor shall, as requested from time to 
time by Beneficiary, assign to Beneficiary or its nominee by specific or 
general assignment, any and all Leases, such assignments to be in form and 
content reasonably acceptable to Beneficiary, but subject to the provisions 
of Section 7.01(b) hereof. Grantor agrees to deliver to Beneficiary, within 
thirty (30) days after Beneficiary's request, a true and complete copy of 
every Lease and, within ten (10) days after Beneficiary's request, a 
complete list of the Leases, certified by Grantor to be true, accurate and 
complete and stating the demised premises, the names of the lessees, the 
Rent payable under the Leases, the date to which such Rents have been paid, 
the material terms of the Leases, including, without limitation, the dates 
of occupancy, the dates of expiration, any Rent concessions, work 
obligations or other inducements granted to the lessees thereunder, and any 
renewal options.

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      (d) The rights of Beneficiary contained in this Article VII, the 
Assignment or any other assignment of any Lease shall not result in any 
obligation or liability of Beneficiary to Grantor or any lessee under a 
Lease or any party claiming through any such lessee.

      (e) At any time after an Event of Default, the license granted 
hereinabove may be revoked by Beneficiary, and Beneficiary or a receiver 
appointed in accordance with this Deed of Trust may enter upon the Trust 
Property, and collect, retain and apply the Rents toward payment of the 
Debt in such priority and proportions as Beneficiary in its sole discretion 
shall deem proper.

      (f) In addition to the rights which Beneficiary may have herein, upon 
the occurrence of any Event of Default, Beneficiary, at its option, may 
require Grantor to pay monthly in advance to Beneficiary, or any receiver 
appointed to collect the Rents, the fair and reasonable rental value for 
the use and occupation of such part of the Trust Property as may be used 
and occupied by Grantor and may require Grantor to vacate and surrender 
possession of the Trust Property to Beneficiary or to such receiver and, in 
default thereof, Grantor may be evicted by summary proceedings or otherwise.

Section 7.02. Management of Trust Property. (a) Grantor shall manage the 
Trust Property or cause the Trust Property to be managed in a manner which 
is consistent with the Approved Manager Standard. All Space Leases shall 
provide for rental rates comparable to then existing market rates and terms 
and conditions which constitute good and prudent business practice and are 
consistent with prevailing market terms and conditions, and shall be 
arm's-length transactions. Except as previously disclosed by Grantor to, 
and consented to by Beneficiary, all Leases shall provide that they are 
subordinate to this Deed of Trustand that the lessees thereunder attorn to 
Beneficiary. Grantor shall deliver copies of all Leases, amendments, 
modifications and renewals to Beneficiary.

      (b) Grantor (i) shall observe and perform all of its material 
obligations under the Leases pursuant to applicable Legal Requirements and 
shall not do or permit to be done anything 

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to impair the value of the Leases as security for the Debt; (ii) shall 
promptly, upon Beneficiary's request, send copies to Beneficiary of all 
notices of default which Grantor shall receive under the Leases; (iii) 
shall, consistent with the Approved Manager Standard, enforce all of the 
terms, covenants and conditions contained in the Leases to be observed or 
performed; (iv) shall not collect any of the Rents under the Leases more 
than one (1) month in advance (except that Grantor may collect in advance 
such security deposits as are permitted pursuant to applicable Legal 
Requirements and are commercially reasonable in the prevailing market); (v) 
shall not execute any other assignment of lessor's interest in the Leases 
or the Rents except as otherwise expressly permitted pursuant to this 
Beneficiary; (vi) shall not cancel or terminate any of the Leases or accept 
a surrender thereof in any manner inconsistent with the Approved Manager 
Standard; (vii) shall not convey, transfer or suffer or permit a conveyance 
or transfer of all or any part of the Premises or the Improvements or of 
any interest therein so as to effect a merger of the estates and rights of, 
or a termination or diminution of the obligations of, lessees thereunder; 
(viii) shall notify Beneficiary of any material alteration, modification or 
change in the terms of any guaranty of any Major Space Lease or 
cancellation or termination of such guaranty promptly upon effectuation of 
same unless altered, cancelled, modified or changed in the ordinary course 
of business; (ix) shall, in accordance with the Approved Manager Standard, 
make all reasonable efforts to seek lessees for space as it becomes vacant 
and enter into Leases in accordance with the terms hereof; (x) shall not 
materially modify, alter or amend any Major Space Lease or Property 
Agreement with any Pad Owner without Beneficiary's consent, which consent 
will not be unreasonably withheld or delayed; (xi) shall notify Beneficiary 
promptly if any Pad Owner shall cease business operations or of the 
occurrence of any event of which it becomes aware affecting a Pad Owner or 
its property which might have any material effect on the Trust Property; 
and (xii) shall, without limitation to any other provision hereof, execute 
and deliver at the request of Beneficiary all such further assurances, 
confirmations and assignments in connection with the Trust Property as are 
required herein and as Beneficiary shall from time to time reasonably 
require.

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      (c) All security deposits of lessees, whether held in cash or any 
other form, shall be treated by Grantor as trust funds, but shall not be 
commingled with any other funds of Grantor and, if cash, shall be deposited 
by Grantor in the Security Deposit Account. Any bond or other instrument 
which Grantor is permitted to hold in lieu of cash security deposits under 
applicable Legal Requirements shall be maintained in full force and effect 
unless replaced by cash deposits as hereinabove described, shall be issued 
by a Person reasonably satisfactory to Beneficiary, shall, if permitted 
pursuant to Legal Requirements, at Beneficiary's option, name Beneficiary 
as payee or mortgagee thereunder or be fully assignable to Beneficiary and 
shall, in all respects, comply with applicable Legal Requirements and 
otherwise be reasonably satisfactory to Beneficiary. Grantor shall, upon 
request, provide Beneficiary with evidence reasonably satisfactory to 
Beneficiary of Grantor's compliance with the foregoing. Following the 
occurrence and during the continuance of any Event of Default, Grantor 
shall, upon Beneficiary's request, if permitted by applicable Legal 
Requirements, turn over the security deposits (and any interest thereon) to 
Beneficiary to be held by Beneficiary in accordance with the terms of the 
Leases and all Legal Requirements.

      (d) If (i) the aggregate Net Operating Income of the 
Cross-collateralized Properties in any Fiscal Year declines below 
$27,977,167 or (ii) an Event of Default has occurred, then, if Beneficiary 
determines in its reasonable discretion prior to the removal of the 
existing manager that a reputable independent property manager can manage 
the Trust Property at competitive rates more efficiently and with better 
results than Grantor or Grantor's Manager, Beneficiary shall have the right 
to appoint such reputable independent property manager selected by 
Beneficiary, in Beneficiary's sole discretion, to manage the Trust 
Property; provided, however, that no such approval shall be granted unless 
the Rating Agency shall have delivered confirmation that any rating issued 
in connection with the Securitization will not, as a result of a change of 
Manager, be downgraded from the then current ratings thereof, qualified or 
withdrawn.

      (e) Grantor covenants and agrees with Beneficiary that (i) the Trust
Property will be managed at all times by the 


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Manager pursuant to the management agreement approved by Beneficiary (the 
"Management Agreement"), (ii) after Grantor has knowledge of a fifty 
percent (50%) or more change in control of the ultimate beneficial 
ownership of the Manager, Grantor will promptly give Beneficiary notice 
thereof (a "Manager Control Notice") and (iii) the Management Agreement may 
be terminated by Beneficiary at any time for cause (including, but not 
limited to, Manager's negligence, willful misconduct or fraud) or at any 
time following either (A) the occurrence of an Event of Default, or (B) the 
receipt of a Manager Control Notice, and a substitute managing agent shall 
be appointed by Grantor, subject to Beneficiary's approval, which may be 
given or withheld in Beneficiary's sole discretion but which will not be 
given unless, inter alia, the Rating Agency shall have delivered 
confirmation that any rating issued in connection with the Securitization 
will not, as a result of a change of Manager, be downgraded from the then 
current ratings thereof, qualified or withdrawn. Grantor may from time to 
time appoint a successor manager to manage the Trust Property with 
Beneficiary's prior written consent which consent shall not be unreasonably 
withheld or delayed, provided that, any such successor manager shall be a 
reputable management company having a senior executive with at least seven 
(7) years' experience in the management of super-regional malls, shall be 
the manager of at least five (5) super-regional malls, including, without 
limitation, certain complexes which contain more than 1,500,000 square feet 
of gross leasable area, and shall be reasonably acceptable to Beneficiary. 
Grantor further covenants and agrees that Grantor shall require the Manager 
(or any successor managers) to maintain at all times during the term of the 
Loan worker's compensation insurance as required by Governmental 
Authorities.

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                        ARTICLE VIII: MAINTENANCE AND REPAIR

Section 8.01. Maintenance and Repair of the Trust Property; Alterations; 
Replacement of Equipment. Grantor hereby covenants and agrees:

      (a) Grantor shall not (i) desert or abandon the Trust Property, (ii) 
change the use of the Trust Property or cause or permit the use or 
occupancy of any part of the Trust Property to be discontinued if such 
discontinuance or use change would violate any zoning or other law, 
ordinance or regulation; (iii) consent to or seek any lowering of the 
zoning classification, or greater zoning restriction affecting the Trust 
Property; or (iv) take any steps whatsoever to convert the Trust Property, 
or any portion thereof, to a condominium or cooperative form of ownership.

      (b) Grantor shall, at its expense, (i) take good care of the Trust 
Property including grounds generally, and utility systems and sidewalks, 
roads, alleys, and curbs therein, and shall keep the same in good, safe and 
insurable condition and in compliance with all applicable Legal 
Requirements, (ii) promptly make all repairs to the Trust Property, above 
grade and below grade, interior and exterior, structural and nonstructural, 
ordinary and extraordinary, unforeseen and foreseen, and maintain the Trust 
Property in a manner appropriate for the facility and (iii) not commit or 
suffer to be committed any waste of the Trust Property or do or suffer to 
be done anything which will increase the risk of fire or other hazard to 
the Trust Property or impair the value thereof. Grantor shall keep the 
sidewalks, vaults, gutters and curbs comprising, or adjacent to, the Trust 
Property, clean and free from dirt, snow, ice, rubbish and obstructions. 
All repairs made by Grantor shall be made with first-class materials, in a 
good and workmanlike manner, shall be equal or better in quality and class 
to the original work and shall comply with all applicable Legal 
Requirements and Insurance Requirements. To the extent any of the above 
obligations are obligations of tenants under Space Leases or Pad Owners or 
other Persons under Property Agreements, Grantor may fulfill its 
obligations hereunder by causing such tenants, Pad Owners or other Persons, 
as the case may be, to perform their obligations thereunder. As used 
herein, the terms 

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"repair" and "repairs" shall be deemed to include all necessary replacements.

      (c) Grantor shall not demolish, remove, construct, or, except as 
otherwise expressly provided herein, restore, or alter the Trust Property 
or any portion thereof nor consent to or permit any such demolition, 
removal, construction, restoration, addition or alteration (each a 
"Renovation") which would diminish the value of the Trust Property or 
materially diminish the Total GLA without (i) Beneficiary's prior written 
consent in each instance, which consent shall not be unreasonably withheld 
or delayed, and (ii) a letter from the Rating Agency confirming that any 
rating issued in connection with the Securitization will not, as a result 
of such Renovation be downgraded from the then current ratings thereof, 
qualified or withdrawn; provided, however, that, so long as the aggregate 
Net Operating Income of the Cross-collateralized Properties is equal to or 
greater than $27,977,167, any customary and reasonable tenant improvement 
work done in accordance with the Approved Manager Standard and Grantor's 
past business practices which tenant improvement work costs (in any one 
Loan Year) not more than two and one-half percent (2.5%) of the Allocated 
Loan Amount shall be permitted without the consent of Beneficiary or 
delivery of a letter of the type set forth in (ii) above.

      (d) Grantor represents and warrants to Beneficiary that (i) there are 
no fixtures, machinery, apparatus, tools, equipment or articles of personal 
property attached or appurtenant to, or located on, or used in connection 
with the management, operation or maintenance of the Trust Property, except 
for the Equipment and equipment leased by Grantor for the management, 
operation or maintenance of the Trust Property in accordance with the Loan 
Documents; (ii) the Equipment and the leased equipment constitutes all of 
the fixtures, machinery, apparatus, tools, equipment and articles of 
personal property necessary to the proper operation and maintenance of the 
Trust Property; and (iii) all of the Equipment is free and clear of all 
liens, except for the lien of this Deed of Trustand the Permitted 
Encumbrances. All rights, title and interest of Grantor in and to all 
extensions, improvements, betterment, renewals, appurtenances to, the Trust 
Property hereafter acquired by, or released to, Grantor or constructed, 
assembled or placed by 

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<PAGE>

Grantor in the Trust Property, and all changes and substitutions of the 
security constituted thereby, shall be and, in each such case, without any 
further mortgage, conveyance, assignment or other act by Beneficiary or 
Grantor, shall become subject to the lien and security interest of this 
Deed of Trustas fully and completely, and with the same effect, as though 
now owned by Grantor and specifically described in this Deed of Trust, but 
at any and all times Grantor shall execute and deliver to Beneficiary any 
documents Beneficiary may reasonably deem necessary or appropriate for the 
purpose of specifically subjecting the same to the lien and security 
interest of this Deed of Trust.

      (e) Notwithstanding the provisions of this Deed of Trustto the 
contrary, Grantor shall have the right, at any time and from time to time, 
to remove and dispose of Equipment which may have become obsolete or unfit 
for use or which is no longer useful in the management, operation or 
maintenance of the Trust Property. Grantor shall promptly replace any such 
Equipment so disposed of or removed with other Equipment of equal value and 
utility, free of any security interest or superior title, liens or claims; 
except that, if by reason of technological or other developments, 
replacement of the Equipment so removed or disposed of is not necessary or 
desirable for the proper management, operation or maintenance of the Trust 
Property, Grantor shall not be required to replace the same. All such 
replacements or additional equipment shall be deemed to constitute 
"Equipment" and shall be covered by the security interest herein granted.

          ARTICLE IX: TRANSFER OR ENCUMBRANCE OF THE Trust Property

Section 9.01. Other Encumbrances. Except for Permitted Liens, Grantor shall 
not further encumber or permit the further encumbrance in any manner 
(whether by grant of a pledge, security interest or otherwise) of the Trust 
Property or any part thereof or interest therein, including, without 
limitation, of the Rents therefrom except as expressly permitted pursuant 
to the terms of this Deed of Trust.

Section 9.02. No Transfer. Grantor acknowledges that Beneficiary has 
examined and relied on the expertise of Grantor and, if applicable, each 
General Partner, in owning and operating 

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<PAGE>

properties such as the Trust Property in agreeing to make the Loan and will 
continue to rely on Grantor's ownership of the Trust Property as a means of 
maintaining the value of the Trust Property as security for repayment of 
the Debt and Grantor acknowledges that Beneficiary has a valid interest in 
maintaining the value of the Trust Property. Grantor shall not make or 
permit any Transfer without the prior written consent of Beneficiary, which 
consent Beneficiary may withhold in its sole and absolute discretion and 
which shall in no event be granted unless, inter alia, the Rating Agency 
shall have delivered confirmation that any rating issued in connection with 
the Securitization will not, as a result of the proposed Transfer, be 
downgraded from the then current ratings thereof, qualified or withdrawn. 
Beneficiary shall not be required to demonstrate any actual impairment of 
its security or any increased risk of default hereunder in order to declare 
the Debt immediately due and payable upon a Transfer without Beneficiary's 
consent. This provision shall apply to every Transfer regardless of whether 
voluntary or not, or whether or not Beneficiary has consented to any 
previous Transfer.

Section 9.03. Due on Sale. Beneficiary may declare the Debt immediately due 
and payable upon any Transfer or further encumbrance in violation of this 
Article IX without regard to whether any impairment of its security or any 
increased risk of default hereunder can be demonstrated. This provision 
shall apply to every Transfer or further encumbrance of the Trust Property 
in violation of this Article IX or any part thereof or interest in the 
Trust Property or in Grantor regardless of whether voluntary or not, or 
whether or not Beneficiary has consented to any previous Transfer or 
further encumbrance of the Trust Property or interest in Grantor.

Section 9.04. Permitted Transfer. Notwithstanding anything contained in 
this Article IX, Beneficiary shall consent to a one time Transfer of an 
interest in Grantor or any General Partner of Grantor that occurs by reason 
of MLP or The Mills Corporation merging into or consolidating with another 
Person ("Sale") provided that all of the following terms and conditions are 
satisfied:

      (a) No Event of Default is then continuing.


                                      111
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      (b) Grantor gives Beneficiary written notice of the terms of such 
prospective Sale not less than sixty (60) days before the date on which 
such Sale is scheduled to close and, concurrently therewith, gives 
Beneficiary all such information concerning the Person with which The Mills 
Corporation or MLP, as applicable, shall be merging into or consolidating 
with ("Buyer") as Beneficiary would require in evaluating an initial 
extension of credit to a borrower and pays to Beneficiary a non-refundable 
application fee in the amount of $25,000 to cover expenses of Beneficiary 
incurred in connection therewith.

      (c) Grantor and the Buyer execute, without any cost or expense to 
Beneficiary, new financing statements or financing statement amendments and 
any additional documents reasonably requested by Beneficiary.

      (d) The Rating Agency shall have delivered written confirmation that 
any rating issued by the Rating Agency in connection with the 
Securitization will not, as a result of the proposed Transfer, be 
downgraded from the then current ratings thereof, qualified or withdrawn.

                         ARTICLE X: CERTIFICATES

Section 10.01. Estoppel Certificates. (a) After request by Beneficiary, 
Grantor, within fifteen (15) days and at its expense, will furnish 
Beneficiary with a statement, duly acknowledged and certified, setting 
forth (i) the amount of the original principal amount of the Note, and the 
unpaid principal amount of the Note, (ii) the rate of interest of the Note, 
(iii) the date payments of interest and/or principal were last paid, (iv) 
any offsets or defenses to the payment of the Debt, and if any are alleged, 
the nature thereof, (v) that the Note and this Deed of Trusthave not been 
modified or if modified, giving particulars of such modification and (vi) 
that there has occurred and is then continuing no Default or if such 
Default exists, the nature thereof, the period of time it has existed, and 
the action being taken to remedy such Default.

                                      112
<PAGE>

      (b) Within fifteen (15) days after written request by Grantor, 
Beneficiary shall furnish to Grantor a written statement confirming the 
amount of the Debt, the maturity date of the Note, the date to which 
interest has been paid, and whether any Event of Default or other Default 
has occurred and is then continuing.

      (c) Grantor shall use all reasonable efforts to obtain estoppels from 
tenants that may be required hereunder or under the Loan Documents.

                               ARTICLE XI: NOTICES

Section 11.01. Notices. Any notice, demand, statement, request or consent 
made hereunder shall be in writing and delivered personally or sent to the 
party to whom the notice, demand or request is being made by Federal 
Express or other nationally recognized overnight delivery service, as 
follows and shall be deemed given when delivered personally or one (1) 
Business Day after being deposited with Federal Express or such other 
nationally recognized delivery service:

      If to Beneficiary:      To Beneficiary, at the address first 
                              written above,

                              with a copy to:

                              Brown & Wood LLP
                              One World Trade Center
                              New York, New York 10048-0557
                              Attn: David J. Weinberger, Esq.

      If to Grantor:          To Grantor, at the address set forth on the
                              signature page hereto, to the attention
                              of the general counsel of Grantor,

      If to Deed Trustee:     To Deed Trustee, at the address first set forth
                              above,


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<PAGE>

or such other address as either Grantor, Deed Trustee or Beneficiary shall 
hereafter specify by written notice as provided herein; provided, however, 
that notwithstanding any provision of this Article to the contrary, such 
notice of change of address shall be deemed given only upon actual receipt 
thereof.

                          ARTICLE XII: INDEMNIFICATION

Section 12.01. Indemnification Covering Trust Property. In addition, and 
without limitation, to any other provision of this Deed of Trustor any 
other Loan Document, Grantor shall protect, indemnify and save harmless 
Beneficiary, Deed Trustee and their successors and assigns, and each of 
their agents, employees, officers and directors, from and against all 
liabilities, obligations, claims, damages, penalties, causes of action, 
costs and expense (including, without limitation, reasonable attorneys' 
fees and expenses, whether incurred within or outside the judicial 
process), imposed upon or incurred by or asserted against Beneficiary, Deed 
Trustee and their assigns, or any of their agents, employees, officers or 
directors, by reason of (a) ownership of this Deed of Trust, the 
Assignment, the Trust Property or any part thereof or any interest therein 
or receipt of any Rents; (b) any accident, injury to or death of any person 
or loss of or damage to property occurring in, on or about the Trust 
Property or any part thereof or on the adjoining sidewalks, curbs, parking 
areas, streets or ways; (c) any use, nonuse or condition in, on or about, 
or possession, alteration, repair, operation, maintenance or management of, 
the Trust Property or any part thereof or on the adjoining sidewalks, 
curbs, parking areas, streets or ways; (d) any failure on the part of 
Grantor to perform or comply with any of the terms of this Deed of Trustor 
the Assignment; (e) performance of any labor or services or the furnishing 
of any materials or other property in respect of the Trust Property or any 
part thereof; (f) any claim by brokers, finders or similar Persons claiming 
to be entitled to a commission in connection with any Lease or other 
transaction involving the Trust Property or any part thereof; (g) any 
Imposition including, without limitation, any Imposition attributable to 
the execution, delivery, filing, or recording of any Loan Document, Lease 
or memorandum thereof; (h) any lien or 

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claim arising on or against the Trust Property or any part thereof under 
any Legal Requirement or any liability asserted against Beneficiary or Deed 
Trustee with respect thereto; or (i) the claims of any lessee or any Person 
acting through or under any lessee or otherwise arising under or as a 
consequence of any Lease. Notwithstanding the foregoing provisions of this 
Section 12.01 to the contrary, Grantor shall have no obligation to 
indemnify Beneficiary pursuant to this Section 12.01 for liabilities, 
obligations, claims, damages, penalties, causes of action, costs and 
expenses relative to the foregoing which result from Beneficiary's, and its 
successors' or assigns', willful misconduct or gross negligence. Any 
amounts payable to Beneficiary by reason of the application of this Section 
12.01 shall constitute a part of the Debt secured by this Deed of Trust and 
other Loan Documents and shall become immediately due and payable and shall 
bear interest at the Default Rate applicable to the Class A Portion from 
the date the liability, obligation, claim, cost or expense is sustained by 
Beneficiary, as applicable, until paid. The provisions of this Section 
12.01 shall survive the termination of this Deed of Trustwhether by 
repayment of the Debt, foreclosure or delivery of a deed in lieu thereof, 
assignment or otherwise.

                             ARTICLE XIII: DEFAULTS


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Section 13.01. Events of Default. The Debt shall become immediately due at 
the option of Beneficiary upon any one or more of the following events 
("Event of Default"):

            (a) if the final payment or prepayment premium, if any, due under
      the Note shall not be paid on Maturity;

            (b) if any monthly payment of interest and/or principal due under
      the Note (other than the sums described in (a) above) shall not be fully
      paid on the date upon which the same is due and payable thereunder;

            (c) if payment of any sum (other than the sums described in (a)
      above or (b) above) required to be paid pursuant to the Note, this
      Deed of Trustor any other Loan Document shall not be paid within five (5)
      Business Days after Beneficiary delivers written notice to Grantor that
      same is due and payable thereunder or hereunder;

            (d) except in connection with the Merger and as otherwise permitted
      herein, if Grantor or, if Grantor is a partnership, any general
      partner of Grantor shall institute or cause to be instituted any
      proceeding for the termination or dissolution of Grantor or any such
      general partner;

            (e) if the insurance policies required hereunder are not kept in
      full force and effect, or if the insurance policies are not assigned and
      delivered to Beneficiary as herein provided;

            (f) except in connection with the Merger, if Grantor 
      attempts to assign its rights under this Deed of Trustor any other 
      Loan Document or any interest herein or therein, or if any Transfer 
      occurs other than in accordance with the provisions hereof;
      
            (g) if any representation or warranty of Grantor made herein 
      or in any other Loan Document or in any certificate, report, 
      financial statement or other instrument or agreement furnished to 
      Beneficiary shall prove false or misleading in any material respect 
      as of the date made;

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            (h) if Grantor or any general partner of Grantor shall make an
      assignment for the benefit of creditors or shall admit in writing its
      inability to pay its debts generally as they become due;

            (i) if a receiver, liquidator or trustee of Grantor or any general
      partner of Grantor shall be appointed or if Grantor or any of its
      general partners shall be adjudicated a bankrupt or insolvent, or if any
      petition for bankruptcy, reorganization or arrangement pursuant to federal
      bankruptcy law, or any similar federal or state law, shall be filed by or
      against, consented to, or acquiesced in by, Grantor or its general
      partners or if any proceeding for the dissolution or liquidation of
      Grantor or any of its general partners shall be instituted; however, if
      such appointment, adjudication, petition or proceeding was involuntary and
      not consented to by Grantor or its general partners, as applicable, upon
      the same not being discharged, stayed or dismissed within sixty (60) days
      or if Grantor or any of its general partners shall generally not be
      paying its debts as they become due;

            (j) if Grantor shall be in default beyond any notice or grace 
      period, if any, under any other Deed of Trustor deed of trust or 
      security agreement covering any part of the Trust Property without 
      regard to its priority relative to this Deed of Trust; provided, 
      however, this provision shall not be deemed a waiver of the 
      provisions of Article IX prohibiting further encumbrances affecting 
      the Trust Property or any other provision of this Deed of Trust;

            (k) if the Trust Property becomes subject (i) to any lien which
      is superior to the lien of this Deed of Trust, other than a lien for real
      estate taxes and assessments not due and payable, or (ii) to any
      mechanic's, materialman's or other lien which is or is asserted to be
      superior to the lien of this Deed of Trust, and such lien shall remain
      undischarged (by payment, bonding, or otherwise) for twenty (20) days
      unless contested in accordance with the terms hereof;


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            (l) if Grantor discontinues the operation of the Trust
      Property or any part thereof for ten (10) days or more for reasons other
      than repair or restoration arising from a casualty or condemnation;

            (m) except as permitted in this Deed of Trust, any material 
      alteration, demolition or removal of any of the Improvements without the
      prior consent of Beneficiary;

            (n) if Grantor consummates a transaction which would cause this
      Deed of Trustor Beneficiary's rights under this Deed of Trust, the Note
      or any other Loan Document to constitute a non-exempt prohibited
      transaction under ERISA or result in a violation of a state statute
      regulating government plans subjecting Beneficiary to liability for a
      violation of ERISA or a state statute;

            (o) if an Event of Default shall occur under any of the other
      Cross-collateralized Deeds of Trust; or

            (p) if Grantor shall be in default under any of the other terms,
      covenants or conditions of the Note (other than as set forth in (a)
      through (o) above), this Deed of Trustor any other Loan Document, other
      than as set forth in (a) through (o) above, for ten (10) days after
      notice from Beneficiary in the case of any default which can be cured
      by the payment of a sum of money, or for thirty (30) days after notice
      from Beneficiary in the case of any other default or an additional
      ninety (90) days if Grantor is diligently and continuously effectuating
      a cure of a curable non-monetary default, other than as set forth in
      (a) through (o) above.

Section 13.02. Remedies. (a) Upon the occurrence and during the continuance 
of any Event of Default, Beneficiary may, in addition to any other rights 
or remedies available to it hereunder or under any other Loan Document, at 
law or in equity, take such action, without notice or demand, as it 
reasonably deems advisable to protect and enforce its rights against 
Grantor or any one or more of the Cross-collateralized Borrowers and in and 
to the Trust Property or any one or more of the Cross-collateralized 
Properties or any one or more of them, including, but not limited to, the 
following actions, each of which may be

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pursued singly, concurrently or otherwise, at such time and in such order 
as Beneficiary may determine, in its sole discretion, without impairing or 
otherwise affecting any other rights and remedies of Beneficiary hereunder, 
at law or in equity: (i) declare all or any portion of the unpaid Debt to 
be immediately due and payable; provided, however, that upon the occurrence 
of any of the events specified in Section 13.01(i), the entire Debt will be 
immediately due and payable without notice or demand or any other 
declaration of the amounts due and payable; or (ii) bring, or instruct Deed 
Trustee to bring an action to foreclose this Deed of Trustand without 
applying for a receiver for the Rents, but subject to the rights of the 
tenants under the Leases, enter into or upon the Trust Property or any part 
thereof, either personally or by its agents, nominees or attorneys, and 
dispossess Grantor and its agents and servants therefrom, and thereupon 
Beneficiary may (A) use, operate, manage, control, insure, maintain, 
repair, restore and otherwise deal with all and every part of the Trust 
Property and conduct the business thereat, (B) make alterations, additions, 
renewals, replacements and improvements to or on the Trust Property or any 
part thereof, (C) exercise all rights and powers of Grantor with respect to 
the Trust Property or any part thereof, whether in the name of Grantor or 
otherwise, including, without limitation, the right to make, cancel, 
enforce or modify leases, obtain and evict tenants, and demand, sue for, 
collect and receive all earnings, revenues, rents, issues, profits and 
other income of the Trust Property and every part thereof, and (D) apply 
the receipts from the Trust Property or any part thereof to the payment of 
the Debt, after deducting therefrom all expenses (including, without 
limitation, reasonable attorneys' fees and disbursements) reasonably 
incurred in connection with the aforesaid operations and all amounts 
necessary to pay the Impositions, insurance and other charges in connection 
with the Trust Property or any part thereof, as well as just and reasonable 
compensation for the services of Beneficiary's third-party agents; or (iii) 
have an appraisal or other valuation of the Trust Property or any part 
thereof performed by an Appraiser (and Grantor covenants and agrees it 
shall cooperate in causing any such valuation or appraisal to be performed) 
and any cost or expense incurred by Beneficiary in connection therewith 
shall constitute a portion of the Debt and be secured by this Deed of 
Trustand shall be immediately due and payable to Beneficiary 

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with interest, at the Default Rate, until the date of receipt by 
Beneficiary; or (iv) sell, or instruct Deed Trustee to sell, the Trust 
Property or institute proceedings for the complete foreclosure of this Deed 
of Trust, or take such other action as may be allowed pursuant to Legal 
Requirements, at law or in equity, for the enforcement of this Deed of 
Trustin which case the Trust Property or any part thereof may be sold for 
cash or credit in one or more parcels; or (v) with or without entry, and to 
the extent permitted and pursuant to the procedures provided by applicable 
Legal Requirements, institute proceedings for the partial foreclosure of 
this Deed of Trust, or take such other action as may be allowed pursuant to 
Legal Requirements, at law or in equity, for the enforcement of this Deed 
of Trustfor the portion of the Debt then due and payable, subject to the 
lien of this Deed of Trustcontinuing unimpaired and without loss of 
priority so as to secure the balance of the Debt not then due; or (vi) 
sell, or instruct Deed Trustee to sell, the Trust Property or any part 
thereof and any or all estate, claim, demand, right, title and interest of 
Grantor therein and rights of redemption thereof, pursuant to power of sale 
or otherwise, at one or more sales, in whole or in parcels, in any order or 
manner, at such time and place, upon such terms and after such notice 
thereof as may be required or permitted by law, at the discretion of 
Beneficiary, and in the event of a sale, by foreclosure or otherwise, of 
less than all of the Trust Property, this Deed of Trustshall continue as a 
lien on the remaining portion of the Trust Property; or (vii) institute an 
action, suit or proceeding in equity for the specific performance of any 
covenant, condition or agreement contained in the Loan Documents, or any of 
them; or (viii) recover judgment on the Note or any guaranty either before, 
during or after (or in lieu of) any proceedings for the enforcement of this 
Deed of Trust; or (ix) apply, or direct Deed Trustee to apply, ex parte, 
for the appointment of a custodian, trustee, receiver, liquidator or 
conservator of the Trust Property or any part thereof, irrespective of the 
adequacy of the security for the Debt and without regard to the solvency of 
Grantor or of any Person liable for the payment of the Debt, to which 
appointment Grantor does hereby consent and such receiver or other official 
shall have all rights and powers permitted by applicable law and such other 
rights and powers as the court making such appointment may confer, but the 
appointment of such receiver or other official shall not impair or in any 
manner 

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prejudice the rights of Beneficiary to receive the Rent with respect to any 
of the Trust Property pursuant to this Deed of Trustor the Assignment; or 
(x) require, at Beneficiary's option, Grantor to pay monthly in advance to 
Beneficiary, or any receiver appointed to collect the Rents, the fair and 
reasonable rental value for the use and occupation of any portion of the 
Trust Property occupied by Grantor and may require Grantor to vacate and 
surrender possession to Beneficiary of the Trust Property or to such 
receiver and Grantor may be evicted by summary proceedings or otherwise; or 
(xi) without notice to Grantor (A) apply all or any portion of the cash 
collateral in the Basic Carrying Costs Sub-Account, including any interest 
and/or earnings therein, to carry out the obligations of Grantor under this 
Deed of Trustand the other Loan Documents, to protect and preserve the 
Trust Property and for any other purpose permitted under this Deed of 
Trustand the other Loan Documents and/or (B) have all or any portion of 
such cash collateral immediately paid to Beneficiary to be applied against 
the Debt in the order and priority set forth in the Note; or (xii) pursue 
any or all such other rights or remedies as Beneficiary and/or Deed Trustee 
may have under applicable law or in equity; provided, however, that the 
provisions of this Section 13.02(a) shall not be construed to extend or 
modify any of the notice requirements or grace periods provided for 
hereunder or under any of the other Loan Documents. Grantor hereby waives, 
to the fullest extent permitted by Legal Requirements, any defense Grantor 
might otherwise raise or have by the failure to make any tenants parties 
defendant to a foreclosure proceeding and to foreclose their rights in any 
proceeding instituted by Beneficiary or Deed Trustee.

      (b) Any time after an Event of Default, Deed Trustee, at the request 
of Beneficiary, shall sell the Trust Property or any part thereof at such 
time and place in the city or county wherein the Trust Property is located 
as the Deed Trustee shall deem advantageous and proper, for cash, or credit 
or for other property, for immediate and future delivery, and for such 
price or prices and on such terms as the Deed Trustee shall deem 
advantageous and proper, and as required by the Code of Virginia and the 
regulations thereunder. Prior to the sale, the Deed Trustee shall first 
advertise the time, place and terms of sale at least once a week for two 
(2) consecutive weeks in advance of 

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the date of such sale, in a newspaper published or having general 
circulation in the county or city in which the Trust Property or some 
portion thereof is located. The Trust Property shall be conveyed in fee 
simple by Beneficiary's deed with special warranty of title to and at the 
cost of the purchaser, who shall not be liable to see to the application of 
the purchase money. The proceeds or avails of any sale made under or by 
virtue of this Section 13.02, together with any other sums which then may 
be held by Beneficiary under this Deed of Trust, whether under the 
provisions of this Section 13.02 or otherwise, shall be applied as follows:

            First: To the payment of the third-party costs and expenses
            reasonably incurred in connection with any such sale and to
            advances, fees and expenses, including, without limitation,
            reasonable fees and expenses of Beneficiary's and Deed Trustee's
            legal counsel as applicable, and of any judicial proceedings
            wherein the same may be made, and of all expenses, liabilities
            and advances reasonably made or incurred by Beneficiary or Deed
            Trustee under this Deed of Trust, together with interest as
            provided herein on all such advances made by Beneficiary, and all
            Impositions, except any Impositions or other charges subject to
            which the Trust Property shall have been sold;

            Second: To the payment of the whole amount then due, owing and
            unpaid under the Note for principal and interest thereon, with
            interest on such unpaid principal at the Default Rate from the date
            of the occurrence of the earliest Event of Default that formed a
            basis for such sale until the same is paid to be applied in the
            manner set forth in Section 2.02 of the Note;

            Third:  To the payment of any other portion of the Debt required
            to be paid by Grantor pursuant to any provision of this
            Deed of Trust, the Note, or any of the other Loan Documents to be
            applied in the manner set forth in Section 2.02 of the Note; and


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            Fourth:  The surplus, if any, to Grantor unless otherwise
            required by Legal Requirements.

Beneficiary and any receiver or custodian of the Trust Property or any part 
thereof shall be liable to account for only those rents, issues, proceeds 
and profits actually received by it.

      (c) Beneficiary and Deed Trustee, as applicable, may adjourn from 
time to time any sale by it to be made under or by virtue of this Deed of 
Trustby announcement at the time and place appointed for such sale or for 
such adjourned sale or sales and, except as otherwise provided by any 
applicable provision of Legal Requirements, Beneficiary or Deed Trustee, 
without further notice or publication, may make such sale at the time and 
place to which the same shall be so adjourned.

      (d) Upon the completion of any sale or sales made by Beneficiary 
under or by virtue of this Section 13.02, Beneficiary or Deed Trustee, or 
any officer of any court empowered to do so, shall execute and deliver to 
the accepted purchaser or purchasers a good and sufficient instrument, or 
good and sufficient instruments, granting, conveying, assigning and 
transferring all estate, right, title and interest in and to the property 
and rights sold. Beneficiary is hereby irrevocably appointed the true and 
lawful attorney-in-fact of Grantor (coupled with an interest), in its name 
and stead, to make all necessary conveyances, assignments, transfers and 
deliveries of the property and rights so sold and for that purpose 
Beneficiary and/or Deed Trustee may execute all necessary instruments of 
conveyance, assignment, transfer and delivery, and may substitute one or 
more Persons with like power, Grantor hereby ratifying and confirming all 
that its said attorney-in-fact or such substitute or substitutes shall 
lawfully do by virtue hereof. Nevertheless, Grantor, if so requested by 
Beneficiary, shall ratify and confirm any such sale or sales by executing 
and delivering to Beneficiary, or to such purchaser or purchasers all such 
instruments as may be advisable, in the sole judgement of Beneficiary, for 
such purpose, and as may be designated in such request. Any such sale or 
sales made under or by virtue of this Section 13.02, whether made under the 
power of sale herein granted or under or by virtue of judicial proceedings 
or a judgment or decree of foreclosure and sale, shall operate to divest 
all the estate, right, title, 

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interest, claim and demand whatsoever, whether at law or in equity, of 
Grantor in and to the property and rights so sold, and shall, to the 
fullest extent permitted under Legal Requirements, be a perpetual bar, both 
at law and in equity against Grantor and against any and all Persons 
claiming or who may claim the same, or any part thereof, from, through or 
under Grantor.

      (e) In the event of any sale made under or by virtue of this Section 
13.02 (whether made under the power of sale herein granted or under or by 
virtue of judicial proceedings or a judgment or decree of foreclosure and 
sale), the entire Debt immediately thereupon shall, anything in the Loan 
Documents to the contrary notwithstanding, become due and payable.

      (f) Upon any sale made under or by virtue of this Section 13.02 
(whether made under the power of sale herein granted or under or by virtue 
of judicial proceedings or a judgment or decree of foreclosure and sale), 
Beneficiary may bid for and acquire the Trust Property or any part thereof 
and in lieu of paying cash therefor may make settlement for the purchase 
price by crediting upon the Debt the net sales price after deducting 
therefrom the expenses of the sale and the costs of the action.

      (g) No recovery of any judgment by Beneficiary and no levy of an 
execution under any judgment upon the Trust Property or any part thereof or 
upon any other property of Grantor shall release the lien of this Deed of 
Trustupon the Trust Property or any part thereof, or any liens, rights, 
powers or remedies of Beneficiary hereunder, but such liens, rights, powers 
and remedies of Beneficiary shall continue unimpaired until all amounts due 
under the Note, this Deed of Trust and the other Loan Documents are paid in 
full.

Section 13.03. Payment of Debt After Default. If following the occurrence 
of any Event of Default, Grantor shall tender payment of an amount 
sufficient to satisfy the Debt in whole or in part at any time prior to a 
foreclosure sale of the Trust Property, and if at the time of such tender 
prepayment of the principal balance of the Note is not permitted by the 
Note, Grantor shall, in addition to the entire Debt, also pay to 
Beneficiary a sum equal to interest which would have accrued on the 

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principal balance of the Note from the date of such tender to the earlier 
of (a) the Maturity Date or (b) the first day of the period during which 
prepayment of the principal balance of the Note would have been permitted 
together with a prepayment consideration equal to the prepayment 
consideration which would have been payable as of the first day of the 
period during which prepayment would have been permitted. If at the time of 
such tender, prepayment of the principal balance of the Note is permitted, 
such tender by Grantor shall be deemed to be a voluntary prepayment of the 
principal balance of the Note, and Grantor shall, in addition to the entire 
Debt, also pay to Beneficiary the applicable prepayment consideration 
specified in the Note and this Deed of Trust.

Section 13.04. Possession of the Trust Property. Upon the occurrence of any 
Event of Default hereunder and the acceleration of the Debt or any portion 
thereof, Grantor, if an occupant of the Trust Property or any part thereof, 
upon demand of Beneficiary, shall immediately surrender possession of the 
Trust Property (or the portion thereof so occupied) to Beneficiary, and if 
Grantor is permitted to remain in possession, the possession shall be as a 
month-to-month tenant of Beneficiary and, on demand, Grantor shall pay to 
Beneficiary monthly, in advance, a reasonable rental for the space so 
occupied and in default thereof Grantor may be dispossessed. The covenants 
herein contained may be enforced by a receiver of the Trust Property or any 
part thereof. Nothing in this Section 13.04 shall be deemed to be a waiver 
of the provisions of this Deed of Trust making the Transfer of the Trust 
Property or any part thereof without Beneficiary's prior written consent an 
Event of Default.

Section 13.05. Interest After Default. If any amount due under the Note, 
this Deed of Trustor any of the other Loan Documents is not paid within any 
applicable notice and grace period after same is due, whether such date is 
the stated due date, any accelerated due date or any other date or at any 
other time specified under any of the terms hereof or thereof, then, in 
such event, interest on the amount not so paid shall accrue from and after 
the date on which such amount first becomes due at the Default Rate; and 
such interest shall accrue at such rate until the earlier of the cure of 
all Events of Default or the payment of the entire amount due to 
Beneficiary, whether or not any action shall have been taken or 

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proceeding commenced to recover the same or to foreclose this Deed of 
Trust. Accrued Default Rate Interest shall be due and payable at such times 
specified in the Note. All unpaid and accrued interest shall be secured by 
this Deed of Trustas part of the Debt. Nothing in this Section 13.05 or in 
any other provision of this Deed of Trustshall constitute an extension of 
the time for payment of the Debt.

Section 13.06. Grantor's Actions After Default. After the happening of any 
Event of Default and immediately upon the commencement of any action, suit 
or other legal proceedings by Beneficiary to obtain judgment for the Debt, 
or of any other nature in aid of the enforcement of the Loan Documents, 
Grantor will (a) after receipt of notice of the institution of any such 
action, waive the issuance and service of process and enter its voluntary 
appearance in such action, suit or proceeding, and (b) if required by 
Beneficiary, consent to the appointment of a receiver or receivers of the 
Trust Property or any part thereof and of all the earnings, revenues, 
rents, issues, profits and income thereof.

Section 13.07. Control by Beneficiary After Default. Notwithstanding the 
appointment of any custodian, receiver, liquidator or trustee of Grantor, 
or of any of its property, or of the Trust Property or any part thereof, to 
the extent permitted by Legal Requirements, Beneficiary shall be entitled 
to obtain possession and control of all property now and hereafter covered 
by this Deed of Trustand the Assignment in accordance with the terms hereof.

Section 13.08. Right to Cure Defaults. (a) Upon the occurrence of any Event 
of Default, Beneficiary or its agents may, but without any obligation to do 
so and without notice to or demand on Grantor and without releasing Grantor 
from any obligation hereunder, make or do the same in such manner and to 
such extent as Beneficiary may deem necessary to protect the security 
hereof. Beneficiary and its agents are authorized to enter upon the Trust 
Property or any part thereof for such purposes, or appear in, defend, or 
bring any action or proceedings to protect Beneficiary's interest in the 
Trust Property or any part thereof or to foreclose this Deed of Trustor 
collect the Debt, and the cost and expense thereof (including reasonable 
attorneys' fees to the extent permitted by law), with interest as provided 

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in this Section 13.08, shall constitute a portion of the Debt and shall be 
immediately due and payable to Beneficiary upon demand. All such costs and 
expenses incurred by Beneficiary or its agents in remedying such Event of 
Default or in appearing in, defending, or bringing any such action or 
proceeding shall bear interest at the Default Rate, for the period from the 
date so demanded to the date of payment to Beneficiary. All such costs and 
expenses incurred by Beneficiary or its agents together with interest 
thereon calculated at the above rate shall be deemed to constitute a 
portion of the Debt and be secured by this Deed of Trust.

      (b) If Beneficiary makes any payment or advance that Beneficiary is 
authorized by this Deed of Trustto make in the place and stead of Grantor 
(i) relating to the Impositions or tax liens asserted against the Trust 
Property, Beneficiary may do so according to any bill, statement or 
estimate procured from the appropriate public office without inquiry into 
the accuracy of the bill, statement or estimate or into the validity of any 
of the Impositions or the tax liens or claims thereof; (ii) relating to any 
apparent or threatened adverse title, lien, claim of lien, encumbrance, 
claim or charge, Beneficiary will be the sole judge of the legality or 
validity of same; or (iii) relating to any other purpose authorized by this 
Deed of Trustbut not enumerated in this Section 13.08, Beneficiary may do 
so whenever, in its judgment and discretion, the payment or advance seems 
necessary or desirable to protect the Trust Property and the full security 
interest intended to be created by this Deed of Trust. In connection with 
any payment or advance made pursuant to this Section 13.08, Beneficiary has 
the option and is authorized, but in no event shall be obligated, to obtain 
a continuation report of title prepared by a title insurance company. The 
payments and the advances made by Beneficiary pursuant to this Section 
13.08 and the cost and expenses of said title report will be due and 
payable by Grantor on demand, together with interest at the Default Rate 
applicable to the Class A Portion (as defined in the Note), and will be 
secured by this Deed of Trust.

Section 13.09. Late Payment Charge. If any portion of the Debt is not paid 
in full within five (5) days after the date on which it is due and payable 
hereunder, Grantor shall be obligated to pay to Beneficiary an amount equal 
to five percent 5% of such unpaid portion of the Debt ("Late Charge") to 
defray the expense 

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incurred by Beneficiary in handling and processing such delinquent payment, 
and such amount shall constitute a part of the Debt, which Late Charge 
shall be due and payable at the times specified in the Note.

Section 13.10. Recovery of Sums Required to Be Paid. Beneficiary shall have 
the right from time to time to take action to recover any sum or sums which 
constitute a part of the Debt as the same become due and payable hereunder 
(after the expiration of any grace period or the giving of any notice 
herein provided, if any), without regard to whether or not the balance of 
the Debt shall be due, and without prejudice to the right of Beneficiary 
thereafter to bring an action of foreclosure, or any other action, for a 
default or defaults by Grantor existing at the time such earlier action was 
commenced.

Section 13.11. Marshalling and Other Matters. Grantor hereby waives, to the 
fullest extent permitted by law, the benefit of all appraisement, 
valuation, stay, extension, reinstatement, redemption (both equitable and 
statutory) and homestead laws now or hereafter in force and all rights of 
marshalling in the event of any sale hereunder of the Trust Property or any 
part thereof or any interest therein. Nothing herein or in any other Loan 
Document shall be construed as requiring Beneficiary to resort to any 
particular Cross-collateralized Property for the satisfaction of the Debt 
in preference or priority to any other Cross-collateralized Property but 
Beneficiary may seek satisfaction out of all the Cross-collateralized 
Properties or any part thereof in its absolute discretion. Further, Grantor 
hereby expressly waives any and all rights of redemption from sale under 
any order or decree of foreclosure of this Deed of Truston behalf of 
Grantor, whether equitable or statutory and on behalf of each and every 
Person acquiring any interest in or title to the Trust Property or any part 
thereof subsequent to the date of this Deed of Trust and on behalf of all 
Persons to the fullest extent permitted by applicable law.

Section 13.12. Tax Reduction Proceedings. After an Event of Default, 
Grantor shall be deemed to have appointed Beneficiary as its 
attorney-in-fact to seek a reduction or reductions in the assessed 
valuation of the Trust Property for real property 

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tax purposes or for any other purpose and to prosecute any action or 
proceeding in connection therewith. This power, being coupled with an 
interest, shall be irrevocable for so long as any part of the Debt remains 
unpaid and any Event of Default shall be continuing.

Section 13.13. General Provisions Regarding Remedies.

      (a) Right to Terminate Proceedings. Beneficiary or Deed Trustee may 
terminate or rescind any proceeding or other action brought in connection 
with its exercise of the remedies provided in Section 13.02 at any time 
before the conclusion thereof, as determined in Beneficiary's sole 
discretion and without prejudice to Beneficiary or Deed Trustee.

      (b) No Waiver or Release. The failure of Beneficiary or Deed Trustee 
to exercise any right, remedy or option provided in the Loan Documents 
shall not be deemed a waiver of such right, remedy or option or of any 
covenant or obligation contained in the Loan Documents. No acceptance by 
Beneficiary of any payment after the occurrence of an Event of Default and 
no payment by Beneficiary of any payment or obligation for which Grantor is 
liable hereunder shall be deemed to waive or cure any Event of Default. No 
sale of all or any portion of the Trust Property, no forbearance on the 
part of Beneficiary, and no extension of time for the payment of the whole 
or any portion of the Debt or any other indulgence given by Beneficiary to 
Grantor or any other Person, shall operate to release or in any manner 
affect the interest of Beneficiary in the Trust Property or the liability 
of Grantor to pay the Debt. No waiver by Beneficiary shall be effective 
unless it is in writing and then only to the extent specifically stated.

      (c) No Impairment; No Releases. The interests and rights of 
Beneficiary under the Loan Documents shall not be impaired by any 
indulgence, including (i) any renewal, extension or modification which 
Beneficiary may grant with respect to any of the Debt; (ii) any surrender, 
compromise, release, renewal, extension, exchange or substitution which 
Beneficiary may grant with respect to the Trust Property or any portion 
thereof; or (iii) any release or indulgence granted to any maker, endorser, 
guarantor or surety of any of the Debt.

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      (d) Effect on Judgment. No recovery of any judgment by Beneficiary 
and no levy of an execution under any judgment upon any Trust Property or 
any portion thereof shall affect in any manner or to any extent the lien of 
the other Cross-collateralized Deeds of Trust upon the remaining 
Cross-collateralized Properties or any portion thereof, or any rights, 
powers or remedies of Beneficiary hereunder or thereunder. Such lien, 
rights, powers and remedies of Beneficiary shall continue unimpaired as 
before.

                   ARTICLE XIV: COMPLIANCE WITH REQUIREMENTS

Section 14.01. Compliance with Legal Requirements. (a) Grantor shall 
promptly comply in all material respects with all present and future Legal 
Requirements, foreseen and unforeseen, ordinary and extraordinary, whether 
requiring structural or nonstructural repairs or alterations including, 
without limitation, all zoning, subdivision, building, safety and 
environmental protection, land use and development Legal Requirements, all 
Legal Requirements which may be applicable to the curbs adjoining the Trust 
Property or to the use or manner of use thereof, and all rent control, rent 
stabilization and all other similar Legal Requirements relating to rents 
charged and/or collected in connection with the Leases. Grantor represents 
and warrants that the Trust Property is in compliance in all material 
respects with all Legal Requirements as of the date hereof, no notes or 
notices of violations of any Legal Requirements have been entered or 
received by Grantor and there is no basis for the entering of such note or 
notices.

      (b) Grantor shall have the right to contest by appropriate legal 
proceedings diligently conducted in good faith, without cost or expense to 
Beneficiary or Deed Trustee, the validity or application of any Legal 
Requirement and to suspend compliance therewith if permitted under 
applicable Legal Requirements, provided (i) failure to comply therewith may 
not subject Beneficiary or Deed Trustee to any civil or criminal liability, 
(ii) prior to and during such contest, Grantor shall furnish to Beneficiary 
security reasonably satisfactory to 

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Beneficiary, in its discretion, against loss or injury by reason of such 
contest or non-compliance with such Legal Requirement, (iii) no Default or 
Event of Default shall exist during such proceedings and such contest shall 
not otherwise violate any of the provisions of any of the Loan Documents, 
(iv) such contest shall not, (unless Grantor shall comply with the 
provisions of clause (ii) of this Section 14.01(b)) subject the Trust 
Property to any lien or encumbrance the enforcement of which is not 
suspended or otherwise affect the priority of the lien of this Deed of 
Trust; (v) such contest shall not affect the ownership, use or occupancy of 
the Trust Property; (vi) the Trust Property or any part thereof or any 
interest therein shall not be in any danger of being sold, forfeited or 
lost by reason of such contest by Grantor; (vii) Grantor shall give 
Beneficiary prompt notice of the commencement of such proceedings and, upon 
request by Beneficiary, notice of the status of such proceedings and/or 
confirmation of the continuing satisfaction of the conditions set forth in 
clauses (i)-(vi) of this Section 14.01(b); and (viii) upon a final 
determination of such proceeding, Grantor shall take all steps necessary to 
comply with any requirements arising therefrom.

      (c) Grantor shall at all times comply in all material respects with 
all applicable Legal Requirements with respect to the construction, use and 
maintenance of any vaults adjacent to the Trust Property. If by reason of 
the failure to pay taxes, assessments, charges, permit fees, franchise 
taxes or levies of any kind or nature, the continued use of the vaults 
adjacent to Trust Property or any part thereof is discontinued, Grantor 
nevertheless shall, with respect to any vaults which may be necessary for 
the continued use of the Trust Property, take such steps (including the 
making of any payment) to insure the continued use of vaults or 
replacements.

Section 14.02. Compliance with Recorded Documents; No Future Grants. 
Grantor shall promptly perform and observe or cause to be performed and 
observed, all of the terms, covenants and conditions of all Property 
Agreements and all things necessary to preserve intact and unimpaired any 
and all appurtenances or other interests or rights affecting the Trust 
Property.


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                       ARTICLE XV: PREPAYMENT; RELEASE

Section 15.01. Prepayment. (a) Except as set forth in Section 15.01(b) 
hereof, no prepayment of the Debt may be made in whole or in part.

      (b) At any time subsequent to the third (3rd) anniversary of the date 
hereof, Grantor may prepay the Loan, in whole or, from time to time, in 
part, as of the last day of an Interest Accrual Period in accordance with 
the following provisions:

            (i) Beneficiary shall have received from Grantor, not less than
      fifteen (15) days', nor more than ninety (90) days', prior written notice
      specifying the date proposed for such prepayment and the amount which is
      to be prepaid.

            (ii) Grantor shall also pay to Beneficiary all interest due through
      and including the last day of the Interest Accrual Period in which such
      prepayment is being made, together with any and all other amounts due and
      owing pursuant to the terms of the Note, this Deed of Trustor the other
      Loan Documents.

            (iii) In the event that, on or before the date which is six (6)
      months prior to the Optional Prepayment Date, Grantor shall prepay all
      or any portion of the Loan Amount, whether such prepayment is made
      voluntarily or involuntarily, except where such prepayment is made as a
      result of Beneficiary's determination to apply Loss Proceeds to the Debt,
      Grantor shall be required to pay to Beneficiary on the date of such
      prepayment, in addition to the Principal Amount or portion thereof which
      is to be prepaid, a non-refundable sum equal to the greater of (i) one
      percent (1%) of the Principal Amount or portion thereof which is to be
      prepaid and (ii) the Yield Maintenance Premium with respect to such
      prepayment. Beneficiary shall deliver notice to Grantor of the amount of
      any Yield Maintenance Premium due with respect to any prepayment by
      Grantor at least three (3) Business Days prior to the date of such
      prepayment which 


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notice shall be conclusive and binding upon Grantor absent manifest error.

            (iv) Any partial prepayment shall be in a minimum amount not less
      than $25,000 and shall be in whole multiples of $1,000 in excess thereof.

            (v) No Event of Default shall have occurred and be continuing other
      than an Event of Default which would be cured by such prepayment.

            (vi) Any partial prepayment of the Principal Amount, including,
      without limitation, Unscheduled Payments, shall not release or relieve
      Grantor from the obligation to pay the regularly scheduled installments
      of principal and interest becoming due under the Note or affect the
      amount of any such regularly scheduled payments until the Debt is paid
      in full.

      Section 15.02. Out-Parcel Severance. Notwithstanding any other 
provision of this Deed of Trustto the contrary, Grantor shall be permitted 
to transfer, and Beneficiary shall release from the lien of this Deed of 
Trustand the other Loan Documents, any unimproved out-parcel and one 
anchor-store parcel comprising a portion of the Trust Property (either of 
which is hereinafter referred to as the "Out-Parcel") secured by this Deed 
of Trust, from the lien hereof, upon not less than thirty (30) nor more 
than ninety (90) days' prior written notice to Beneficiary, upon 
satisfaction of all of the following terms and conditions:

      (a) No Default shall have occurred and be continuing and all amounts 
which are then required to be deposited in the Sub-Accounts shall have been 
so deposited.

      (b) The Out-Parcel shall be designated by a metes and bounds 
description and a survey reasonably satisfactory to Beneficiary.

      (c) The following conditions shall have been satisfied, and 
Beneficiary shall in addition have received an Officer's Certificate, not 
less than fifteen (15) Business Days prior to the proposed transfer or 
release of the Out-Parcel, stating that:

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            (i) the use to which the Out-Parcel will be put, shall be
      consistent with the use to which out-parcels or anchor-store parcels,
      as applicable, are generally put in other first class enclosed regional
      shopping centers, as reasonably determined by Grantor.

            (ii) the portion of the Realty remaining subject to the lien of
      this Deed of Trustafter release of the Out-Parcel (the "Remaining
      Realty") will continue to be in compliance with the Approved Manager
      Standard, and remain in full compliance with all Legal Requirements and
      with the terms of all Space Leases and Property Agreements on the
      Remaining Realty;

            (iii) the proposed use of the Out-Parcel will not violate the
      provisions of any Space Lease or Property Agreement affecting the
      Remaining Realty. To the extent reasonably required, the permitted uses
      of the Out-Parcel will be restricted of record, as reasonably agreed to
      by Beneficiary, to insure that use of the Out-Parcel will not violate
      the provisions of this Deed of Trustor any Space Leases or Property
      Agreements;

            (iv) Grantor shall have caused the Out-Parcel to be a separate
      parcel of land for all subdivision, zoning, and taxing purposes;

            (v) title to the Out-Parcel shall have been or shall
      simultaneously be conveyed to a Person other than a Cross-collateralized
      Borrower;

            (vi) the disposition of the Out-Parcel shall not have a Material
      Adverse Affect on the Net Operating Income;

            (vii) the occupancy rate of the specialty stores (i.e. the stores
      occupied by tenants which are not tenants under Major Space Leases)
      located in the Remaining Realty shall be equal 


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<PAGE>

      to or greater than 85% after giving effect to any proposed tenant
      relocations to the Out-Parcel;

            (viii) the Debt Service Coverage allocable to the Remaining Realty
      shall not be less than the Closing DSC;

            (ix) no tenant under any Lease has executed, or is negotiating in
      contemplation of executing, a lease or other occupancy agreement with
      respect to a portion of such Out-Parcel; and

            (x) an amount equal to the greater of (A) all sums received by
      Grantor in connection with the sale of the Out-Parcel and (B) the fair
      market value of the Out-Parcel as reasonably determined by Beneficiary
      is, at Grantor's discretion either (1) paid to Beneficiary to be
      applied as a prepayment of the Loan in accordance with Section 15.01
      hereof or (2) deposited in an Eligible Account established in the name
      of Beneficiary at the bank in which the Central Account is located from
      which disbursements may be made for the purpose of making improvements
      to the Premises which are of a capital nature. Provided that
      Beneficiary has received from Grantor at least five (5) Business Days
      prior written notice, and not more frequently than once each month, and
      further provided that no Event of Default has occurred, that there are
      sufficient funds available in such account and that Grantor shall have
      theretofore furnished Beneficiary with lien waivers, copies of bills,
      invoices and other reasonable documentation as may be required by
      Beneficiary to establish that the capital costs which are the subject
      of such request represent amounts due for completed or partially
      completed capital work and improvements performed at the Trust
      Property, Beneficiary shall disburse to Grantor out of such account any
      sums necessary to reimburse Grantor for such capital costs.

            (xi) Grantor shall have delivered to Beneficiary an opinion letter
      of counsel in form and substance acceptable to Beneficiary to the effect
      that with respect to the trust in which the Loan is included as an asset
      in connection with 


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<PAGE>

      the Securitization, such Release shall not (i) adversely affect the
      qualification as a "real estate Deed of Trustinvestment conduit" (a
      "REMIC") within the meaning of Section 860D of the Code of the
      portion of the Trust Fund which is intended to qualify as a REMIC (the
      "Trust REMIC"), (ii) result in any tax being imposed on the Trust REMIC
      under Sections 860F(a) or 860G(d) of the Code, or (iii) result in the
      portion of the Trust Fund exclusive of the Trust REMIC being treated as
      other than a grantor trust that is not a taxable Deed of Trustpool for
      federal income tax purposes.

      (d) To the extent reasonably required, an appropriate Property 
Agreement shall be executed (and a copy delivered to Beneficiary) to govern 
the integrated use and operation, if applicable, of the Remaining Realty 
and the Out-Parcel.

      (e) A title policy endorsement to the Beneficiary's lenders' title 
insurance policy to the effect that the release of the Out-Parcel will not 
have an adverse affect on the priority of the lien of this Deed of 
Trustwith respect to the Remaining Realty.

      (f) Grantor shall, at its sole cost and expense, prepare any and all 
documents and instruments necessary to effect the release of the 
Out-Parcel, all of which shall be subject to the reasonable approval of 
Beneficiary, and Grantor shall pay all costs reasonably incurred by 
Beneficiary (including, but not limited to, reasonable attorneys' fees and 
disbursements, title search costs and endorsement premiums) in connection 
with the review, execution and delivery of such release.

      (g) All agreements and instruments to be delivered to Beneficiary 
pursuant to this Section 15.02 shall be in form and substance reasonably 
satisfactory to Beneficiary and its counsel and included with the Officer's 
Certificate required to be delivered pursuant to clause (iii) of this 
Section 15.02 shall be evidence in form and substance satisfactory to 
Beneficiary supporting the statements, calculations and information 
required pursuant to clauses (c)(vi), (vii) and (viii) of this Section 
15.02.

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<PAGE>

      Section 15.03. Release of Trust Property. If Grantor prepays all or a 
portion of the Loan pursuant to Section 15.01(b) hereof or if Beneficiary 
applies Loss Proceeds from the Trust Property towards the repayment of the 
Debt, Beneficiary shall, promptly upon satisfaction of all the following 
terms and conditions execute, acknowledge and deliver to Grantor a release 
of this Deed of Trust(a "Release") in recordable form with respect to the 
Trust Property:

      (a) If such prepayment is a prepayment in part, but not in whole, 
Beneficiary shall have received on the date proposed for such prepayment an 
amount equal to one hundred fifty percent (150%) of the Initial Allocated 
Loan Amount (the "Release Price") for the released Cross-collateralized 
Property.

      (b) Beneficiary shall have received from Grantor evidence in form and 
substance satisfactory to Beneficiary that the pro forma Aggregate Debt 
Service Coverage of all Cross-collateralized Properties immediately 
following the Release (not including the Cross-collateralized Property 
which is to be Released) is at least equal to the greater of 2.0:1 and the 
Aggregate Debt Service Coverage immediately prior to effecting such 
Release, accompanied by an Officer's Certificate stating that the 
statements, calculations and information comprising such evidence are true, 
correct and complete in all respects.

      (c) Grantor shall, at its sole expense, prepare any and all documents 
and instruments necessary to effect the Release, all of which shall be 
subject to the reasonable approval of Beneficiary, and Grantor shall pay 
all costs reasonably incurred by Beneficiary (including, but not limited 
to, reasonable attorneys' fees and disbursements, title search costs or 
endorsement premiums) in connection with the review, execution and delivery 
of the Release.

      (d) No Event of Default has occurred and is continuing.

      (e) Grantor shall have delivered to Beneficiary an opinion letter of 
counsel in form and substance acceptable to Beneficiary to the effect that, 
with respect to the trust in which the Loan is included as an asset in 
connection with the Securitization, 

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<PAGE>

such Release shall not (i) adversely affect the qualification as a REMIC 
within the meaning of Section 860D of the Code of the portion of the Trust 
Fund which is intended to qualify as a REMIC (the "Trust REMIC"), (ii) 
result in any tax being imposed on the Trust REMIC under Sections 860F(a) 
or 860G(d) of the Code, or (iii) result in the portion of the Trust Fund 
exclusive of the Trust REMIC being treated as other than a grantor trust 
that is not a taxable Deed of Trustpool for federal income tax purposes.

                      ARTICLE XVI: ENVIRONMENTAL COMPLIANCE


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<PAGE>

Section 16.01. Covenants, Representations and Warranties. (a) Grantor has 
not, at any time, and, to Grantor's best knowledge after due inquiry and 
investigation, except as set forth in the Environmental Report, no other 
Person has at any time, handled, buried, stored, retained, refined, 
transported, processed, manufactured, generated, produced, spilled, allowed 
to seep, leak, escape or leach, or pumped, poured, emitted, emptied, 
discharged, injected, dumped, transferred or otherwise disposed of or dealt 
with Hazardous Materials on, to or from the Premises or any other real 
property owned and/or occupied by Grantor, and Grantor does not intend to 
and shall not use the Trust Property or any part thereof or any such other 
real property for the purpose of handling, burying, storing, retaining, 
refining, transporting, processing, manufacturing, generating, producing, 
spilling, seeping, leaking, escaping, leaching, pumping, pouring, emitting, 
emptying, discharging, injecting, dumping, transferring or otherwise 
disposing of or dealing with Hazardous Materials, except for use and 
storage for use of heating oil, cleaning fluids, pesticides and other 
substances customarily used in the operation of properties that are being 
used for the same purposes as the Trust Property is presently being used, 
provided such use and/or storage for use is in compliance with the Legal 
Requirements and does not give rise to liability under applicable Legal 
Requirements or Environmental Statutes or be the basis for a lien against 
the Trust Property or any part thereof. In addition, without limitation to 
the foregoing provisions, Grantor represents and warrants that, to the best 
of its knowledge, after due inquiry and investigation, except as previously 
disclosed in writing to Beneficiary, there is no asbestos in, on, over, or 
under all or any portion of the fire-proofing or any other portion of the 
Trust Property.

      (b) Grantor, after due inquiry and investigation, knows of no 
seepage, leak, escape, leach, discharge, injection, release, emission, 
spill, pumping, pouring, emptying or dumping of Hazardous Materials into 
waters on, under or adjacent to the Trust Property or any part thereof or 
any other real property owned and/or occupied by Grantor, or onto lands 
from which such Hazardous Materials might seep, flow or drain into such 
waters, except as disclosed in the Environmental Report.

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<PAGE>

      (c) Grantor shall not permit any Hazardous Materials to be handled, 
buried, stored, retained, refined, transported, processed, manufactured, 
generated, produced, spilled, allowed to seep, leak, escape or leach, or to 
be pumped, poured, emitted, emptied, discharged, injected, dumped, 
transferred or otherwise disposed of or dealt with on, under, to or from 
the Trust Property or any portion thereof at any time, except for use and 
storage for use of heating oil, ordinary cleaning fluids, pesticides and 
other substances customarily used in the operation of properties that are 
being used for the same purposes as the Trust Property is presently being 
used, provided such use and/or storage for use is in compliance with Legal 
Requirements and does not give rise to liability under applicable Legal 
Requirements or be the basis for a lien against the Trust Property or any 
part thereof.

      (d) Grantor represents and warrants that no actions, suits, or 
proceedings have been commenced, or are pending, or to the best knowledge 
of Grantor, are threatened with respect to any Legal Requirement governing 
the use, manufacture, storage, treatment, transportation, or processing of 
Hazardous Materials with respect to the Trust Property or any part thereof. 
Grantor has received no notice of, and, except as disclosed in the 
Environmental Report, after due inquiry, has no knowledge of any fact, 
condition, occurrence or circumstance which with notice or passage of time 
or both would give rise to a claim under or pursuant to any Environmental 
Statute pertaining to Hazardous Materials on, in, under or originating from 
the Trust Property or any part thereof or any other real property owned or 
occupied by Grantor or arising out of the conduct of Grantor, including, 
without limitation, pursuant to any Environmental Statute.

      (e) Grantor has not waived any Person's liability with regard to the
Hazardous Materials in, on, under or around the Trust Property, nor has
Grantor retained or assumed, contractually or by operation of law, any other
Person's liability relative to Hazardous Materials or any claim, action or
proceeding relating thereto.

      (f) In the event that there shall be filed a lien against the Trust 
Property or any part thereof pursuant to any 

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<PAGE>

Environmental Statute pertaining to Hazardous Materials, Grantor shall, 
within sixty (60) days or, in the event that the applicable Governmental 
Authority has commenced steps to cause the Premises or any part thereof to 
be sold pursuant to the lien, within twenty (20) days, from the date that 
Grantor receives notice of such lien, either (i) pay the claim and/or 
remove the lien from the Trust Property, or (ii) furnish (A) a bond 
satisfactory to Beneficiary in the amount of the claim out of which the 
lien arises, (B) a cash deposit in the amount of the claim out of which the 
lien arises, or (C) other security reasonably satisfactory to Beneficiary 
in an amount sufficient to discharge the claim out of which the lien arises.

      (g) Grantor represents and warrants that (i) except as disclosed in 
the Environmental Report, Grantor has no knowledge of any violation of any 
Environmental Statute or any Environmental Problem in connection with the 
Trust Property, nor has Grantor been requested or required by any 
Governmental Authority to perform any remedial activity or other responsive 
action in connection with any Environmental Problem and (ii) neither the 
Trust Property nor any other property owned by Grantor is included or, to 
Grantor's best knowledge, after due inquiry and investigation, proposed for 
inclusion on the National Priorities List issued pursuant to CERCLA by the 
United States Environmental Protection Agency (the "EPA") or on the CERCLIS 
list issued by the EPA and has not otherwise been identified by the EPA as 
a potential CERCLA site or included or, to Grantor's knowledge, after due 
inquiry and investigation, proposed for inclusion on any list or inventory 
issued pursuant to any other Environmental Statute, if any, or issued by 
any other Governmental Authority. Grantor covenants that Grantor will 
comply with all Environmental Statutes affecting or imposed upon Grantor or 
the Trust Property.

      (h) Grantor covenants that it shall notify Beneficiary within three (3) 
Business Days of receipt of knowledge of the presence (if such presence does 
or may violate Environmental Statutes) and/or release of such Hazardous 
Material and of any request for information or any inspection of the Trust 
Property or any part thereof by any Governmental Authority with respect to 
any Hazardous Materials and provide Beneficiary with copies of such request 
and any response to any such request or 

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<PAGE>

inspection. Grantor covenants that it shall, in compliance with applicable 
Legal Requirements, conduct and complete all investigations, studies, 
sampling and testing (and shall provide Beneficiary with copies of any such 
studies and the results of any such test within three (3) Business Days of 
the receipt thereof) and all remedial, removal and other actions necessary 
to clean up all Hazardous Materials in, on, over, under, from or affecting 
the Trust Property or any part thereof in accordance with all such Legal 
Requirements applicable to the Trust Property or any part thereof to the 
reasonable satisfaction of Beneficiary.

      (i) Following (A) the occurrence of an Event of Default hereunder or 
(B) if Beneficiary reasonably determines that an Environmental Problem may 
exist, and without regard to whether Beneficiary shall have taken 
possession of the Trust Property or a receiver has been requested or 
appointed or any other right or remedy of Beneficiary has or may be 
exercised hereunder or under any other Loan Document, Beneficiary shall 
have the right (but no obligation) to conduct such investigations, studies, 
sampling and/or testing of the Trust Property or any part thereof as 
Beneficiary may, in its discretion, determine to conduct, relative to 
Hazardous Materials. All costs and expenses incurred in connection 
therewith including, without limitation, consultants' fees and 
disbursements and laboratory fees, shall constitute a part of the Debt and 
shall, upon demand by Beneficiary, be immediately due and payable and shall 
bear interest at the Default Rate from the date so demanded by Beneficiary 
until reimbursed.

      (j) Grantor represents and warrants that, to the best of its 
knowledge, except as disclosed in the Environmental Report, all paint and 
painted surfaces existing within the interior or on the exterior of the 
Trust Property do not contain lead or are maintained in a condition that 
prevents exposure of young children to lead-based paint. To Grantor's 
knowledge, there have been no claims for adverse health effects from 
exposure on the Trust Property to lead-based paint or requests for the 
investigation, assessment or removal of lead-based paint at the Trust 
Property.

      (k) Grantor represents and warrants that, except in accordance with 
all applicable Environmental Statutes and as 

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<PAGE>

disclosed in the Environmental Report, to the best knowledge of Grantor, 
(i) no underground treatment or storage tanks or pumps or water, gas, or 
oil wells are or have been located about the Trust Property, (ii) no PCBs 
or transformers, capacitors, ballasts or other equipment that contain 
dielectric fluid containing PCBs are located about the Trust Property, 
(iii) no insulating material containing urea formaldehyde is located about 
the Trust Property and (iv) no asbestos-containing material is located 
about the Trust Property.

Section 16.02. Environmental Indemnification. Grantor shall defend, 
indemnify and hold harmless Beneficiary and Deed Trustee, and their 
successors and assigns, and their employees, agents, officers and directors 
from and against any claims, demands, penalties, fines, liabilities, 
settlements, damages, costs and expenses of whatever kind or nature, known 
or unknown, contingent or otherwise, whether incurred or imposed within or 
outside the judicial process, including, without limitation, reasonable 
attorneys' and consultants' fees and disbursements and investigations and 
laboratory fees arising out of, or in any way related to any Environmental 
Problem, including without limitation:

                  (a) the presence, disposal, escape, seepage, leakage,
      spillage, discharge, emission, release or threat of release of any
      Hazardous Materials in, on, over, under, from or affecting the Trust
      Property or any part thereof whether or not disclosed by the
      Environmental Report relative to the Trust Property;

                  (b) any personal injury (including wrongful death, disease or
      other health condition related to or caused by, in whole or in part, any
      Hazardous Materials) or property damage (real or personal) arising out of
      or related to any Hazardous Materials in, on, over, under, from or
      affecting the Trust Property or any part thereof whether or not
      disclosed by the Environmental Report relative to the Trust Property;

                  (c) any action, suit or proceeding brought or threatened,
      settlement reached, or order of any Governmental Authority relating to
      such Hazardous Material whether or not 


                                      143
<PAGE>

      disclosed by the Environmental Report relative to the Trust Property;
      and/or

                  (d) any violation of the provisions, covenants,
      representations or warranties of Section 16.01 hereof or of any Legal
      Requirement which is based on or in any way related to any Hazardous
      Materials in, on, over, under, from or affecting the Trust Property or
      any part thereof including, without limitation, the cost of any work
      performed and materials furnished in order to comply therewith whether or
      not disclosed by the Environmental Report relative to the Trust
      Property.

      Notwithstanding the foregoing provisions of this Section 16.02 to the 
contrary, Grantor shall have no obligation to indemnify Beneficiary for 
liabilities, claims, damages, penalties, causes of action, costs and 
expenses relative to the foregoing which result directly from Beneficiary's 
willful misconduct or gross negligence. Any amounts payable to Beneficiary 
by reason of the application of this Section 16.02 shall be secured by this 
Deed of Trustand shall, upon demand by Beneficiary, become immediately due 
and payable and shall bear interest at the Default Rate applicable to the 
Class A Portion from the date so demanded by Beneficiary until paid.

      This indemnification shall survive the termination of this Deed of 
Trust whether by repayment of the Debt, foreclosure or deed in lieu 
thereof, assignment, or otherwise. The indemnity provided for in this 
Section 16.02 shall not be included in any exculpation of Grantor or its 
principals from personal liability provided for in this Deed of Trustor in 
any of the other Loan Documents. Nothing in this Section 16.02 shall be 
deemed to deprive Beneficiary of any rights or remedies otherwise available 
to Beneficiary, including, without limitation, those rights and remedies 
provided elsewhere in this Deed of Trustor the other Loan Documents.

                          ARTICLE XVII: ASSIGNMENTS


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<PAGE>

Section 17.01. Participations and Assignments. Beneficiary shall have the 
right to assign this Deed of Trustand/or any of the Loan Documents, and to 
transfer, assign or sell participations and subparticipations (including 
blind or undisclosed participations and subparticipations) in the Loan 
Documents and the obligations hereunder to any Person; provided, however, 
that no such participation shall increase, decrease or otherwise affect 
either Grantor's or Beneficiary's obligations under this Deed of Trustor 
the other Loan Documents.

                           ARTICLE XVIII: MISCELLANEOUS

Section 18.01. Right of Entry. Beneficiary and its agents shall have the 
right to enter and inspect the Trust Property or any part thereof at all 
reasonable times, and, except in the event of an emergency, upon reasonable 
notice and to inspect Grantor's books and records and to make abstracts and 
reproductions thereof.

Section 18.02. Cumulative Rights. The rights of Beneficiary under this Deed 
of Trustshall be separate, distinct and cumulative and none shall be given 
effect to the exclusion of the others. No act of Beneficiary shall be 
construed as an election to proceed under any one provision herein to the 
exclusion of any other provision. Beneficiary shall not be limited 
exclusively to the rights and remedies herein stated but shall be entitled, 
subject to the terms of this Deed of Trust, to every right and remedy now 
or hereafter afforded by law.

Section 18.03. Liability. If Grantor consists of more than one Person, the 
obligations and liabilities of each such Person hereunder shall be joint 
and several.

Section 18.04. Exhibits Incorporated. The information set forth on the 
cover hereof, and the Exhibits annexed hereto, are hereby incorporated 
herein as a part of this Deed of Trustwith the same effect as if set forth 
in the body hereof.

Section 18.05. Severable Provisions. If any term, covenant or condition of 
the Loan Documents including, without limitation, the Note or 

                                      145
<PAGE>

this Deed of Trust, is held to be invalid, illegal or unenforceable in any 
respect, such Loan Document shall be construed without such provision.

Section 18.06. Duplicate Originals. This Deed of Trustmay be executed in 
any number of duplicate originals and each such duplicate original shall be 
deemed to constitute but one and the same instrument.

Section 18.07. No Oral Change. The terms of this Deed of Trust, together 
with the terms of the Note and the other Loan Documents constitute the 
entire understanding and agreement of the parties hereto and supersede all 
prior agreements, understandings and negotiations between Grantor and 
Beneficiary with respect to the Loan. This Deed of Trust, and any 
provisions hereof, may not be modified, amended, waived, extended, changed, 
discharged or terminated orally or by any act on the part of Grantor or 
Beneficiary, but only by an agreement in writing signed by the 'party 
against whom enforcement of any modification, amendment, waiver, extension, 
change, discharge or termination is sought.

Section 18.08. Waiver of Counterclaim, etc. Grantor HEREBY WAIVES THE RIGHT 
TO ASSERT A COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY 
ACTION OR PROCEEDING BROUGHT AGAINST IT BY BENEFICIARY OR ITS AGENTS, AND 
WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY 
HERETO AGAINST THE OTHER OR IN ANY COUNTERCLAIM Grantor MAY BE PERMITTED TO 
ASSERT HEREUNDER OR WHICH MAY BE ASSERTED BY BENEFICIARY OR ITS AGENTS, 
AGAINST GRANTOR, OR IN ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY 
CONNECTED WITH THIS Deed of TrustOR THE DEBT.

Section 18.09. Headings; Construction of Documents; etc. The table of 
contents, headings and captions of various paragraphs of this Deed of 
Trustare for convenience of reference only and are not to be construed as 
defining or limiting, in any way, the scope or intent of the provisions 
hereof. Grantor acknowledges that it was represented by competent counsel 
in connection with the negotiation and drafting of this Deed of Trustand 
the other Loan Documents and that neither this Deed of Trustnor the other 
Loan Documents shall be subject to the principle of construing the meaning 
against the Person who drafted same.

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<PAGE>

Section 18.10. Sole Discretion of Beneficiary. Whenever Beneficiary 
exercises any right given to it to approve or disapprove, or any 
arrangement or term is to be satisfactory to Beneficiary, the decision of 
Beneficiary to approve or disapprove or to decide that arrangements or 
terms are satisfactory or not satisfactory shall be in the sole discretion 
of Beneficiary and shall be final and conclusive, except as may be 
otherwise specifically provided herein.

Section 18.11. Waiver of Notice. Grantor shall not be entitled to any 
notices of any nature whatsoever from Beneficiary except with respect to 
matters for which this Deed of Trustspecifically and expressly provides for 
the giving of notice by Beneficiary to Grantor and except with respect to 
matters for which Grantor is not, pursuant to applicable Legal 
Requirements, permitted to waive the giving of notice.

Section 18.12. Covenants Run with the Land. All of the grants, covenants, 
terms, provisions and conditions herein shall run with the Premises, shall 
be binding upon Grantor and shall inure to the benefit of Beneficiary, 
subsequent holders of this Deed of Trustand their successors and assigns. 
Without limitation to any provision hereof, the term "Grantor" shall 
include and refer to the mortgagor named herein, any subsequent owner of 
the Trust Property, and its respective heirs, executors, legal 
representatives, successors and assigns. The representations, warranties 
and agreements contained in this Deed of Trustand the other Loan Documents 
are intended solely for the benefit of the parties hereto, shall confer no 
rights hereunder, whether legal or equitable, in any other Person and no 
other Person shall be entitled to rely thereon.

Section 18.13. Applicable Law. THIS Deed of TrustWAS NEGOTIATED IN NEW 
YORK, AND MADE BY Grantor AND ACCEPTED BY BENEFICIARY IN THE STATE OF NEW 
YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM NEW YORK, WHICH 
STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND 
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, 
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF 
CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS Deed of TrustAND THE 
OBLIGATIONS 

                                      147

<PAGE>

ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE 
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN 
SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT 
THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, PRIORITY, 
ENFORCEMENT AND FORECLOSURE OF THE LIENS AND SECURITY INTERESTS CREATED 
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE 
STATE IN WHICH THE Trust 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 ENFORCEABILITY OF ALL LOAN 
DOCUMENTS, AND THE DEBT OR OBLIGATIONS ARISING HEREUNDER.

Section 18.14. Security Agreement. (a) (i) This Deed of Trust is both a real 
property deed of trust and a "security agreement" within the meaning of the 
UCC. The Trust Property includes both real and personal property and all 
other rights and interests, whether tangible or intangible in nature, of 
Grantor in the Trust Property. This Deed of Trust is filed as a fixture filing 
and covers goods which are or are to become fixtures on the Trust Property. 
Grantor by executing and delivering this Deed of Trust has granted to 
Beneficiary, as security for the Debt, a security interest in the Trust 
Property to the full extent that the Trust Property may be subject to the UCC 
of the State in which the Trust Property is located (said portion of the 
Trust Property so subject to the UCC being called in this Section 18.14 the 
"Collateral"). If an Event of Default shall occur, Beneficiary, in addition 
to any other rights and remedies which it may have, shall have and may 
exercise immediately and without demand, any and all rights and remedies 
granted to a secured party upon default under the UCC, including, without 
limiting the generality of the foregoing, the right to take possession of the 
Collateral or any part thereof, and to take such other measures as 
Beneficiary may deem necessary for the care, protection and preservation of 
the Collateral. Upon request or demand of Beneficiary following an Event of 
Default, Grantor shall, at its expense, assemble the Collateral and make it 
available to Beneficiary at a convenient place acceptable to Beneficiary. 
Grantor shall pay to Beneficiary on demand any and all expenses, including 
reasonable legal expenses and attorneys' fees, incurred or paid by 
Beneficiary in protecting its interest in the Collateral and in enforcing its 
rights hereunder with respect to the 

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<PAGE>

Collateral. Any disposition pursuant to the UCC of so much of the Collateral 
as may constitute personal property shall be considered commercially 
reasonable if made pursuant to a public sale which is advertised at least 
twice in a newspaper in which sheriff's sales are advertised in the county 
where the Premises is located. Any notice of sale, disposition or other 
intended action by Beneficiary with respect to the Collateral given to 
Grantor in accordance with the provisions hereof at least ten (10) days prior 
to such action, shall constitute reasonable notice to Grantor. The proceeds 
of any disposition of the Collateral, or any part thereof, may be applied by 
Beneficiary to the payment of the Debt in such priority and proportions as 
Beneficiary in its discretion shall deem proper.

      (ii) The mention in a financing statement filed in the records normally 
pertaining to personal property of any portion of the Trust Property shall 
not derogate from or impair in any manner the intention of this Deed of 
Trust. Beneficiary hereby declares that all items of Collateral are part of 
the real property encumbered hereby to the fullest extent permitted by law, 
regardless of whether any such item is physically attached to the 
Improvements or whether serial numbers are used for the better identification 
of certain items. Specifically, the mention in any such financing statement 
of any items included in the Trust Property shall not be construed to alter, 
impair or impugn any rights of Beneficiary as determined by this Deed of 
Trust or the priority of Beneficiary's lien upon and security interest in the 
Trust Property in the event that notice of Beneficiary's priority of interest 
as to any portion of the Trust Property is required to be filed in accordance 
with the UCC to be effective against or take priority over the interest of 
any particular class of persons, including the federal government or any 
subdivision or instrumentality thereof.

      (b) Grantor hereby irrevocably appoints Beneficiary as its 
attorney-in-fact, coupled with an interest, to file with the appropriate 
public office on its behalf any financing or other statements signed only by 
Beneficiary, as secured party, in connection with the Collateral covered by 
this Deed of Trust.

Section 18.15. Actions and Proceedings. Beneficiary has the right to appear 
in and defend any action or proceeding brought with 


                                      149
<PAGE>

respect to the Trust Property in its own name or, if required by Legal 
Requirements or, if in Beneficiary's reasonable judgment, it is necessary, in 
the name and on behalf of Grantor, which Beneficiary believes will adversely 
affect the Trust Property or this Deed of Trust and to bring any action or 
proceedings, in its name or in the name and on behalf of Grantor, which 
Beneficiary, in its discretion, decides should be brought to protect its 
interest in the Trust Property.

Section 18.16. Usury Laws. This Deed of Trust and the Note are subject to the 
express condition, and it is the expressed intent of the parties, that at no 
time shall Grantor be obligated or required to pay interest on the principal 
balance due under the Note at a rate which could subject the holder of the 
Note to either civil or criminal liability as a result of being in excess of 
the maximum interest rate which Grantor is permitted by law to contract or 
agree to pay. If by the terms of this Deed of Trust or the Note, Grantor is at 
any time required or obligated to pay interest on the principal balance due 
under the Note at a rate in excess of such maximum rate, such rate of 
interest shall be deemed to be immediately reduced to such maximum rate and 
the interest payable shall be computed at such maximum rate and all prior 
interest payments in excess of such maximum rate shall be applied and shall 
be deemed to have been payments in reduction of the principal balance of the 
Note. No application to the principal balance of the Note pursuant to this 
Section 18.16 shall give rise to any requirement to pay any prepayment 
premium due hereunder, if any, including, without limitation, Yield 
Maintenance Premium.

Section 18.17. Remedies of Grantor. In the event that a claim or adjudication 
is made that Beneficiary has acted unreasonably or unreasonably delayed 
acting in any case where by law or under the Note, this Deed of Trust or the 
Loan Documents, it has an obligation to act reasonably or promptly, 
Beneficiary shall not be liable for any monetary damages, and Grantor's 
remedies shall be limited to injunctive relief or declaratory judgment.

Section 18.18. Offsets, Counterclaims and Defenses. Any assignee of this Deed 
of Trust, the Assignment and the Note shall take the same free and clear of 
all offsets, counterclaims or defenses which are unrelated to the Note, the 
Assignment or this Deed of Trust which 

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<PAGE>

Grantor may otherwise have against any assignor of this Deed of Trust, the 
Assignment and the Note and no such unrelated counterclaim or defense shall 
be interposed or asserted by Grantor in any action or proceeding brought by 
any such assignee upon this Deed of Trust, the Assignment or the Note and any 
such right to interpose or assert any such unrelated offset, counterclaim or 
defense in any such action or proceeding is hereby expressly waived by 
Grantor.

Section 18.19. No Merger. If Grantor's and Beneficiary's estates become the 
same including, without limitation, upon the delivery of a deed by Grantor in 
lieu of a foreclosure sale, or upon a purchase of the Trust Property by 
Beneficiary in a foreclosure sale, this Deed of Trust and the lien created 
hereby shall not be destroyed or terminated by the application of the 
doctrine of merger and in such event Beneficiary shall continue to have and 
enjoy all of the rights and privileges of Beneficiary as to the separate 
estates; and, as a consequence thereof, upon the foreclosure of the lien 
created by this Deed of Trust, any Leases or subleases then existing and 
created by Grantor shall not be destroyed or terminated by application of the 
law of merger or as a result of such foreclosure unless Beneficiary or any 
purchaser at any such foreclosure sale shall so elect. No act by or on behalf 
of Beneficiary or any such purchaser shall constitute a termination of any 
Lease or sublease unless Beneficiary or such purchaser shall give written 
notice thereof to such lessee or sublessee.

Section 18.20. Restoration of Rights. In case Beneficiary shall have 
proceeded to enforce any right under this Deed of Trust by foreclosure sale, 
entry or otherwise, and such proceedings shall have been discontinued or 
abandoned for any reason or shall have been determined adversely, then, in 
every such case, Grantor and Beneficiary shall be restored to their former 
positions and rights hereunder with respect to the Trust Property subject to 
the lien hereof.

Section 18.21. Waiver of Statute of Limitations. The pleadings of any statute 
of limitations as a defense to any and all obligations secured by this Deed 
of Trust are hereby waived to the full extent permitted by Legal Requirements.

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<PAGE>

Section 18.22. Advances. This Deed of Trust shall cover any and all advances 
made pursuant to the Loan Documents, rearrangements and renewals of the Debt 
and all extensions in the time of payment thereof, even though such advances, 
extensions or renewals be evidenced by new promissory notes or other 
instruments hereafter executed and irrespective of whether filed or recorded. 
Likewise, the execution of this Deed of Trust shall not impair or affect any 
other security which may be given to secure the payment of the Debt, and all 
such additional security shall be considered as cumulative. The taking of 
additional security, execution of partial releases of the security, or any 
extension of time of payment of the Debt shall not diminish the force, effect 
or lien of this Deed of Trust and shall not affect or impair the liability of 
Grantor and shall not affect or impair the liability of any maker, surety, or 
endorser for the payment of the Debt.

Section 18.23. Application of Default Rate Not a Waiver. Application of the 
Default Rate shall not be deemed to constitute a waiver of any Default or 
Event of Default or any rights or remedies of Beneficiary under this Deed of 
Trust, any other Loan Document or applicable Legal Requirements, or a consent 
to any extension of time for the payment or performance of any obligation 
with respect to which the Default Rate may be invoked.

Section 18.24. Intervening Lien. To the fullest extent permitted by law, any 
agreement hereafter made pursuant to this Deed of Trust shall be superior to 
the rights of the holder of any intervening lien.

Section 18.25. No Joint Venture or Partnership. Grantor and Beneficiary 
intend that the relationship created hereunder be solely that of Grantor and 
mortgagee or borrower and lender, as the case may be. Nothing herein is 
intended to create a joint venture, partnership, tenancy-in-common, or joint 
tenancy relationship between Grantor and Beneficiary nor to grant Beneficiary 
any interest in the Trust Property other than that of mortgagee or lender.

Section 18.26. Time of the Essence. Time shall be of the essence in the 
performance of all obligations of Grantor hereunder.

Section 18.27. Grantor's Obligations Absolute. Grantor acknowledges that 
Beneficiary and/or certain Affiliates of Beneficiary are engaged 


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<PAGE>

in the business of financing, owning, operating, leasing, managing, and 
brokering real estate and in other business ventures which may be viewed as 
adverse to or competitive with the business, prospect, profits, operations or 
condition (financial or otherwise) of Grantor. Except as set forth to the 
contrary in the Loan Documents, all sums payable by Grantor hereunder shall 
be paid without notice or demand, counterclaim, setoff, deduction or defense 
and without abatement, suspension, deferment, diminution or reduction, and 
the obligations and liabilities of Grantor hereunder shall in no way be 
released, discharged, or otherwise affected (except as expressly provided 
herein) by reason of: (a) any damage to or destruction of or any Taking of 
the Trust Property or any portion thereof or any other Cross-collateralized 
Property; (b) any restriction or prevention of or interference with any use 
of the Trust Property or any portion thereof or any other 
Cross-collateralized Property; (c) any title defect or encumbrance or any 
eviction from the Premises or any portion thereof by title paramount or 
otherwise; (d) any bankruptcy proceeding relating to Trust, any General 
Partner, or any guarantor or indemnitor, or any action taken with respect to 
this Deed of Trust or any other Loan Document by any trustee or receiver of 
Grantor or any other Cross-collateralized Borrower or any such General 
Partner, guarantor or indemnitor, or by any court, in any such proceeding; 
(e) any claim which Grantor has or might have against Beneficiary; (f) any 
default or failure on the part of Beneficiary to perform or comply with any 
of the terms hereof or of any other agreement with Grantor or any other 
Cross-collateralized Borrower; or (g) any other occurrence whatsoever, 
whether similar or dissimilar to the foregoing, whether or not Grantor shall 
have notice or knowledge of any of the foregoing.

Section 18.28. Publicity. All promotional news releases, publicity or 
advertising by Manager, Grantor or their respective Affiliates through any 
media intended to reach the general public shall not refer to the Loan 
Documents or the financing evidenced by the Loan Documents, or to Beneficiary 
or to CS First Boston Corporation ("CSFB") without the prior written approval 
of Beneficiary or CSFB, as applicable, in each instance, such approval not to 
be unreasonably withheld or delayed. Beneficiary shall be authorized to 
provide information relating to the Trust Property, the Loan and matters 
relating thereto to rating agencies, underwriters, 

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<PAGE>

potential securities investors, auditors, regulatory authorities and to any
Persons which may be entitled to such information by operation of law.

Section 18.29. Surveillance and Site Inspection Fees. Grantor shall reimburse 
Beneficiary on demand an amount equal to (a) all "surveillance fees" charged 
by the Rating Agency in connection with the ongoing surveillance of the 
Securitization and (b) site inspection fees incurred pursuant to the Trust 
and Servicing Agreement (as defined in the Note).

Section 18.30. Intentionally Omitted.

Section 18.31. Intentionally Omitted.

Section 18.32. Exculpation. Notwithstanding anything herein or in any other 
Loan Document to the contrary, except as otherwise set forth in this Section 
18.32 to the contrary, Beneficiary shall not enforce the liability and 
obligation of Grantor or (a) if Grantor is a partnership, its constituent 
partners or any of their respective partners, (b) if Grantor is a trust, its 
beneficiaries or any of their respective Partners (as hereinafter defined), 
(c) if Grantor is a corporation, any of its shareholders, directors, 
principals, officers or employees, or (d) if Grantor is a limited liability 
company, any of its members (the Persons described in the foregoing clauses 
(a)-(d), as the case may be, are hereinafter referred to as the "Partners") 
to perform and observe the obligations contained in this Deed of Trust or any 
of the other Loan Documents by any action or proceeding wherein a money 
judgment shall be sought against Grantor or the Partners, except that 
Beneficiary may bring a foreclosure action, action for specific performance, 
or other appropriate action or proceeding (including, without limitation, an 
action to obtain a deficiency judgment) solely for the purpose of enabling 
Beneficiary to realize upon (i) Grantor's interest in the Trust Property, 
(ii) the Rent to the extent (x) received by Grantor (or actually received by 
its Partners) after the occurrence of an Event of Default, or (y) distributed 
to Grantor (or its Partners, but only to the extent received by its Partners) 
during or with respect to any period for which Beneficiary did not receive a 
Manager Certification accurate in all material respects confirming and 
certifying that all Operating 

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<PAGE>

Expenses with respect to the Trust Property which had accrued as of the 
applicable date of such Manager Certification had been paid (or if same had 
not been paid, that Manager had taken adequate reserves therefor) (all Rent 
covered by clauses (x) and (y) being hereinafter referred to as the "Recourse 
Distributions") and (iii) any other collateral given to Beneficiary under the 
Loan Documents (collectively, the "Default Collateral"); provided, however, 
that any judgment in any such action or proceeding shall be enforceable 
against Grantor and the Partners only to the extent of any such Default 
Collateral. The provisions of this Section shall not, however, (a) impair the 
validity of the Debt evidenced by the Note or in any way affect or impair the 
lien of this Deed of Trust or any of the other Loan Documents or the right of 
Beneficiary to foreclose this Deed of Trust following the occurrence of an 
Event of Default; (b) impair the right of Beneficiary to name Grantor as a 
party defendant in any action or suit for judicial foreclosure and sale under 
this Deed of Trust; (c) affect the validity or enforceability of the Note, 
this Deed of Trust, or any of the other Loan Documents; (d) impair the right 
of Beneficiary to obtain the appointment of a receiver; (e) impair the 
enforcement of the Assignment; (f) impair the right of Beneficiary to bring 
suit for a monetary judgement with respect to fraud or intentional 
misrepresentation by Grantor, or any other Person in connection with this 
Deed of Trust, the Note or the other Loan Documents, and the foregoing 
provisions shall not modify, diminish or discharge the liability of Grantor 
or the Partners with respect to same; (g) impair the right of Beneficiary to 
bring suit for a monetary judgment to obtain the Recourse Distributions 
received by Grantor including, without limitation, the right to bring suit 
for a monetary judgement to proceed against any Partner, to the extent of any 
such Recourse Distributions theretofore distributed to and received by such 
Partner, and the foregoing provisions shall not modify, diminish or discharge 
the liability of Grantor or the Partners with respect to same; (h) impair the 
right of Beneficiary to bring suit for a monetary judgment with respect to 
Grantor's misappropriation of tenant security deposits or Rent collected in 
advance, and the foregoing provisions shall not modify, diminish or discharge 
the liability of Grantor or the Partners with respect to same; (i) impair the 
right of Beneficiary to obtain Loss Proceeds due to Beneficiary pursuant to 
this Deed of Trust; (j) impair the right of Beneficiary to enforce the 
provisions of Sections 12.01, 16.01 or 16.02, 

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<PAGE>

inclusive of this Deed of Trust, even after repayment in full by Grantor of 
the Debt; (k) prevent or in any way hinder Beneficiary from exercising, or 
constitute a defense, or counterclaim, or other basis for relief in respect 
of the exercise of, any other remedy against any or all of the collateral 
securing the Note as provided in the Loan Documents; (l) impair the right of 
Beneficiary to bring suit for a monetary judgment with respect to any 
misapplication of Loss Proceeds, and the foregoing provisions shall not 
modify, diminish or discharge the liability of Grantor or the Partners with 
respect to same; (m) impair the right of Beneficiary to sue for, seek or 
demand a deficiency judgment against Grantor solely for the purpose of 
foreclosing the Trust Property or any part thereof, or realizing upon the 
Default Collateral; provided, however, that any such deficiency judgment 
referred to in this clause (m) shall be enforceable against Grantor and the 
Partners (but only to the extent distributed to and actually received by such 
Partner) only to the extent of any of the Default Collateral; or (n) impair 
the ability of Beneficiary to bring a suit for a monetary judgment or 
otherwise against Grantor or the Partners (but only to extent distributed to 
and actually received by such Partner), nor modify, diminish or discharge the 
personal liability of Grantor or the Partners, with respect to the 
indemnification set forth in Section 16.02 hereof or (o) impair the right of 
Beneficiary to bring a suit for a monetary judgment in the event of the 
exercise of any right or remedy under any federal, state or local forfeiture 
laws resulting in the loss of the lien of this Deed of Trust, or the priority 
thereof, against the Trust Property. The provisions of this Section 18.32 
shall be inapplicable to Grantor if any proceeding, action, petition or 
filing under the Federal Bankruptcy Reform Act of 1978, as amended, or any 
similar state or federal law now or hereafter in effect relating to 
bankruptcy, reorganization or insolvency, or the arrangement or adjustment of 
debts, shall be filed by, consented to or acquiesced in by or with respect to 
Grantor, or if Grantor shall institute any proceeding for its dissolution or 
liquidation, or shall make an assignment for the benefit of creditors, in 
which event Beneficiary shall have recourse against all of the assets of 
Grantor including, without limitation, any right, title and interest of 
Grantor in and to the Trust Property, any partnership interests in Grantor 
and any Recourse Distributions received by the Partners of Grantor (but 
excluding the other assets of such 

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<PAGE>

Partners to the extent Beneficiary would not have had recourse thereto other 
than in accordance with the provisions of this Section 18.32). In connection 
with this Section 18.32, it is agreed that a Person (or Partner), other than 
Grantor, shall only be personally liable to the extent of Recourse 
Distributions actually made to or received by such Person (or Partner).

Section 18.33. Certain Matters Relating to Trust Property located in the 
Commonwealth of Virginia. With respect to the Trust Property which is located 
in the Commonwealth of Virginia, notwithstanding anything contained herein to 
the contrary:

            (a) Statutory Short Form References. The following provisions of
      Section 55-60 of the Code of Virginia of 1954, as amended (the "Virginia
      Code") are hereby incorporated herein by reference:

            Exemptions waived.
            Subject to all upon default.
            Renewal, extension or reinstatement permitted.
            Right of anticipation reserved on the terms set forth
              in the Note.
            Priority in direct order of maturity.
            Substitution of Virginia Trustee permitted with or
              without cause pursuant to the provisions of
              Section 26-49 of the Virginia Code.

            (b) Out of Commonwealth Collateral. The Collateral for the Note is
      located partly within and partly outside the Commonwealth of Virginia. The
      current assessed value of the Trust Property located in the
      Commonwealth of Virginia as carried on the real estate rolls of Prince
      William County is $___________ and consequently the state Deed of Trust 
      tax imposed by Section 58.1-803 of the Code of Virginia is partially 
      exempt pursuant to Section 58.1-801 and 58.1-803B of the Code of 
      Virginia.

            (c) Any Deed Trustee for Virginia May Act. If more than one Deed
      Trustee for Virginia is appointed under this Deed of Trust, all rights 
      granted to and all powers conferred upon the Deed Trustee for Virginia 
      hereunder may be 


                                      157
<PAGE>

      exercised by both or either of the Deed Trustees for Virginia.

            (d) Use of Loan Proceeds. The Grantor warrants and stipulates that
      the Note evidences a loan made for business or investment purposes.

Section 18.34. Concerning the Deed Trustee. Deed Trustee shall be under no 
duty to take any action hereunder except as expressly required hereunder or 
by law, or to perform any act which would involve Deed Trustee in any expense 
or liability or to institute or defend any suit in respect hereof, unless 
properly indemnified to Deed Trustee's reasonable satisfaction. Deed Trustee, 
by acceptance of this Deed of Trust, covenants to perform and fulfill the 
trusts herein created, being liable, however, only for gross negligence or 
willful misconduct, and hereby waives any statutory fee and agrees to accept 
reasonable compensation, in lieu thereof, for any services rendered by Deed 
Trustee in accordance with the terms hereof. Deed Trustee may resign at any 
time upon giving thirty (30) days' notice to Grantor and to Beneficiary. 
Beneficiary may remove Deed Trustee at any time or from time to time and 
select a successor trustee. In the event of the death, removal, resignation, 
refusal to act, or inability to act of Deed Trustee, or in its sole 
discretion for any reason whatsoever Beneficiary may, without notice and 
without specifying any reasons therefor and without applying to any court, 
select and appoint a successor trustee, by an instrument recorded wherever 
this Deed of Trust is recorded, and all powers, rights, duties and authority 
of Deed Trustee, as aforesaid, shall thereupon become vested in such 
successor. Such substitute trustee shall not be required to give bond for the 
faithful performance of the duties of Deed Trustee hereunder unless required 
by Beneficiary. The procedure provided for in this Section 18.34 for 
substitution of Deed Trustee shall be in addition to and not in exclusion of 
any other provisions for substitution, by law or otherwise.

Section 18.35. Deed Trustee's Fees. Grantor shall pay all costs, fees and 
expenses incurred by Deed Trustee and Deed Trustee's agents and counsel in 
connection with the performance by Deed Trustee of Deed Trustee's duties 
hereunder, and all such costs, fees and expenses shall be secured by this 
Deed of Trust.

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<PAGE>

                        *     *     *     *     *     *


                                      159
<PAGE>

      IN WITNESS WHEREOF, Grantor, Deed Trustee and Beneficiary have duly
executed this Deed of Trust the day and year first above written.


                                      160
<PAGE>

Grantor's Address                       POTOMAC MILLS - PHASE III (MLP) 
                                        LIMITED PARTNERSHIP, a Virginia 1300 
Wilson Boulevard                        limited partnership, Grantor
Suite 400
Arlington, Virginia 22209           By: POTOMAC MILLS L.L.C., 
-------------------------               its general partner

                                    By:  THE MILLS LIMITED PARTNERSHIP,
                                          Managing Member

                                    By:  THE MILLS CORPORATION,
                                          its general partner


                                    By:   /s/ Thomas E. Frost
                                       -----------------------------------
                                          Thomas E. Frost
                                          Senior Vice President

                                    By:  Washington Potomac Partners Corp.,
                                         its general partner


                                    By:   /s/ Thomas E. Frost
                                       -----------------------------------
                                          Thomas E. Frost
                                          Senior Vice President


Grantor's Address                   WASHINGTON OUTLET MALL (MLP)
                                    LIMITED PARTNERSHIP, a Virginia limited
                                    partnership
1300 Wilson Boulevard
Suite 400                           By:  POTOMAC MILLS L.L.C.,
Arlington, Virginia 22209                its general partner
-------------------------
                                    By:  THE MILLS LIMITED PARTNERSHIP,
                                          Managing Member

                                    By:  THE MILLS CORPORATION,
                                          its general partner


                                    By:  /s/ Thomas E. Frost
                                       -----------------------------------

                                      161
<PAGE>

                                          Thomas E. Frost
                                          Senior Vice President

                                    By:   Washington Potomac Partners Corp.,
                                          its general partner


                                    By:   /s/ Thomas E. Frost
                                       -----------------------------------
                                          Thomas E. Frost
                                          Senior Vice President


                            Beneficiary SIGNATURE PAGE


                                          Beneficiary:

                                          CS FIRST BOSTON MORTGAGE
                                          CAPITAL CORPORATION


                                          /s/ ____________________________
                                              Name:
                                              Title:


                            TRUSTEE SIGNATURE PAGE


                                          TRUSTEE:

                                           /s/ R. Eric Taylor
                                           -------------------------------
                                               R. Eric Taylor


                                      162

<PAGE>

STATE OF NEW YORK )
                  )
COUNTY OF NEW YORK)

   I, Sandra B. Todd, a notary public in and for the state and county 
aforesaid to do certify that Thomas E. Frost, whose name as Senior Vice 
President of the Mills Corporation, general partner of The Mills Limited 
Partnership, managing member of Potomac Mills, L.L.C, general partner of 
Potomac Mills - Phase III (MLP) Limited Partnership, is signed to the writing 
above, bearing date on the 17th day of December, 1996, have acknowledged the 
same before me in the county aforesaid.

   Given under my hand and official seal this 17th day of December, 1996.

My Term Expires:
SANDRA B TODD                            /s/ Sandra B Todd
---------------------------------        -----------------
Notary Public State of New York          Notary Public
No. 01T05016707
Qualified in Nassau County
Commission Expires August 23, 1997

<PAGE>

STATE OF NEW YORK )
                  )
COUNTY OF NEW YORK)

   I, Sandra B. Todd, a notary public in and for the state and county 
aforesaid do certify that Thomas E. Frost, whose name as Senior Vice 
President of The Mills Corporation, general partner of The Mills Limited 
Partnership, managing member of Potomac Mills, L.L.C, general partner of 
Washington Outlet Mall (MLP) limited Partnership, is signed to the writing 
above, bearing date on the 17th day of December, 1996, have acknowledged the 
same before me in the county aforesaid.

   Given under my hand and official seal this 17th day of December, 1996.


My Term Expires:
SANDRA B TODD                            /s/ Sandra B Todd
---------------------------------        -----------------
Notary Public State of New York          Notary Public
No. 01T05016707
Qualified in Nassau County
Commission Expires August 23, 1997


<PAGE>

STATE OF NEW YORK )
                  )
COUNTY OF NEW YORK)

   I, Sandra B. Todd, a notary public in and for the state and county 
aforesaid do certify that Thomas E. Frost, whose name as Senior Vice 
President of Washington Potomac Partners Corp., general partner of 
Washington Outlet Mall (MLP) limited Partnership, is signed to the writing 
above, bearing date on the 17th day of December, 1996, have acknowledged the 
same before me in the county aforesaid.

   Given under my hand and official seal this 17th day of December, 1996.


My Term Expires:
SANDRA B TODD                            /s/ Sandra B Todd
---------------------------------        -----------------
Notary Public State of New York          Notary Public
No. 01T05016707
Qualified in Nassau County
Commission Expires August 23, 1997

<PAGE>

STATE OF NEW YORK )
                  )
COUNTY OF NEW YORK)

   I, Sandra B. Todd, a notary public in and for the state and county 
aforesaid do certify that Thomas E. Frost, whose name as Senior Vice 
President of Washington Potomac Partners Corp., general partner of Potomac 
Mills Phase III (MLP) Limited Partnership, is signed to the writing above, 
bearing date on the 17th day of December, 1996, have acknowledged the same 
before me in the county aforesaid.

   Given under my hand and official seal this 17th day of December, 1996.


My Term Expires:
SANDRA B TODD                            /s/ Sandra B Todd
---------------------------------        -----------------
Notary Public State of New York          Notary Public
No. 01T05016707
Qualified in Nassau County
Commission Expires August 23, 1997

<PAGE>

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

   I, Sandra B. Todd, a notary public in and for state and county aforesaid 
do certify that Robert K. Vahradian and whose name as Vice President of CS 
First Boston Mortgage Capital Corp. is signed to the writing above, bearing 
date on the 17th day of December, 1996, have acknowledged the same before me 
in the county aforesaid.

   Given under my hand and official seal this 17th day of December, 1996.


My Term Expires:
SANDRA B TODD                            
---------------------------------        
Notary Public State of New York         
No. 01T05016707
Qualified in Nassau County
Commission Expires August 23, 1997



<PAGE>

DISTRICT OF COLUMBIA; to wit

   The foregoing instrument was acknowledged before me this 16th day of 
December, 1996 by R. Eric Taylor, Trustee.

                                       /s/ Neal B. Herman
                                   -----------------------------
                                   Neal B. Herman, Notary Public

My Commission Expires on 4/30/99.

<PAGE>

                                    EXHIBIT A

                                Legal Description
<PAGE>

                                    EXHIBIT B

                          Initial Sub-Account Deposits

Initial Basic Carrying Costs Deposit:           $ 278,289

Initial Central Account Deposit:                $ 278,289

Initial Recurring Installments:                 $0

RR Multiplier:                                  $.25 per
                                                     square
                                                     foot
<PAGE>

                                    EXHIBIT C


                                         Property:____________________________
                                         Location:____________________________
                 Cash Flow Statement for Month of:____________  Year:

                                                        Current     Year to
                                                         Month       Date
================================================================================
OPERATING INCOME
Minimum Rent
Percentage Rent
Common Area Maintenance Recovery
Real Estate Tax Recovery
Miscellaneous Income
(Less Bad Debt)
                           Total Operating Revenue      ________    ________
OPERATING EXPENSES
Common Area Maintenance*
Real Estate Taxes
Management Fees
Contribution to Promotion Fund
General and Administrative
Other
                          Total Operating Expenses
                              Net Operating Income

                                                        ________    ________
                                                        ________    ________

================================================================================
<PAGE>

                                    Certified By:_____________________________
                                            Name:_____________________________
                                           Title:_____________________________
                              Management Company:_____________________________

*Includes Repairs and Maintenance of $______, Utilities of $_____ Insurance
of $_____.
<PAGE>

                                    EXHIBIT D

                             [Intentionally Omitted]
<PAGE>

                                    EXHIBIT E

                        Re:   [Deed of Trust, Security Agreement, Assignment of
                              Rents and Fixture Filing] dated as of ________,
                              199__ by ____________ as Grantorr, to
                              ________________________ as Beneficiary (the
                              "Deed of Trust")

Gentlemen:

      This certificate is delivered in accordance with Article V of the
Deed of Trust. All capitalized terms not defined herein shall have the meanings
described to them in the Deed of Trust.

      To date, the funds deposited into the Central Account are not sufficient
to fund or pay, to the extent required to be funded or paid, the Debt Service
Payment Sub-Account, the Basic Carrying Costs Sub-Account, the Operation and
Maintenance Expense Sub-Account, the Recurring Replacement Reserve Sub-Account,
and the Curtailment Reserve Sub-Account. The amount of the deficiency is
___________ Dollars ($______), and such amount must be deposited into the
Central Account prior to the next Payment Date or an Event of Default will exist
under the Deed of Trust.

                      _________________________, Beneficiary


                      By:_______________________________
                         Name:
                         Title:
<PAGE>

                                    EXHIBIT F

     Cross-collateralized Properties      Initial Allocated Loan Amount

     Gurnee Mills,
     Gurnee, Illinois                     $122,000,000

     Potomac Mills,
     Dale City, Virginia                  $162,000,000