EXHIBIT 10.8







MORTGAGE AND SECURITY AGREEMENT



|DATE:      | As of August 1, 1995                                                                                                                                                                  
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|MORTGAGEE: | FIRST FIDELITY BANK, NATIONAL ASSOCIATION
123 South Broad Street, PMB 006
Philadelphia, Pennsylvania  19109
Attention: Stephen H. Clark, Vice President
Telecopier No.: (215) 985-8793



|MORTGAGOR: | BURLINGTON COAT FACTORY WAREHOUSE OF NEW JERSEY, INC.
Type of Entity: Corporation
State of Organization: New Jersey
Mailing Address: 1830 Route 130, Burlington, NJ  08016
Telecopier No.: (609) 387-9011
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|MORTGAGED
PREMISES: | Street Address: 1830 Route 130
Township of: Burlington
County of: Burlington
State of: New Jersey
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WHEREAS, the New Jersey Economic Development Authority Act, constituting Chapter 80 of the Pamphlet Laws of 1974 of the State of New Jersey, approved on August 7, 1974, as amended and supplemented (the "Act"), declares it to be in the public interest and to be the policy of the State of New Jersey (the "State") to foster and promote the economy of the State, increase opportunities for gainful employment and improve living conditions, assist in the economic development or redevelopment of political subdivisions within the State, and otherwise contribute to the prosperity, health and general welfare of the State and its inhabitants by inducing manufacturing, industrial, commercial, recreational, retail, service and other employment promoting enterprises to locate, remain or expand within the State by making available financial assistance; and

WHEREAS, the New Jersey Economic Development Authority (the "Authority"), a public body corporate and politic constituting an instrumentality of the State of New Jersey was created to aid in remedying the aforesaid conditions and to implement the purposes of the Act, and the Legislature has determined that the authority and powers conferred upon the Authority under the Act and the expenditure of moneys pursuant thereto constitute a serving of a valid public purpose and that the enactment of the provisions set forth in the Act is in the public interest and for the public benefit and good and has been so declared to be as a matter of express legislative determination; and

WHEREAS, the Authority, to accomplish the purposes of the Act, is empowered to extend credit to such employment promoting enterprises in the name of the Authority on such terms and conditions and in such manner as it may deem proper for such consideration and upon such terms and conditions as the Authority may determine to be reasonable; and

WHEREAS, Mortgagor (also referred to herein as the "Company") submitted an application (the "Original Application") to the Authority for financial assistance in the principal amount of $10,000,000 for financing a portion of the costs of a project (the "1985 Project") consisting of the acquisition of 46.779 acres of land in the Township of Burlington, Burlington County, New Jersey, the construction of an approximately 500,000 square foot building situate thereon for use as a national distribution center for the Company's products (which building currently contains 75,000 square feet of office space), the equipping of such building with conveyor systems, rolling racks and automated machinery and the construction of a parking lot adjacent to such building, and the Authority, by resolution duly adopted July 3, 1985 in accordance with the Act, accepted the application of the Company for assistance in financing the 1985 Project; and

WHEREAS, the Authority, by resolution duly adopted September 4, 1985 in accordance with the Act, authorized the issuance of not to exceed $10,000,000 aggregate principal amount of its Economic Development Bonds (Burlington Coat Factory Warehouse of New Jersey, Inc. - 1985 Project) for the purpose of making a loan to the Company to finance the 1985 Project (the "Original Loan"); and

WHEREAS, on September 20, 1985 the Authority issued $10,000,000 of its Economic Development Bonds dated September 1, 1985 to finance the 1985 Project (the "Prior Bonds"); and

WHEREAS, those Prior Bonds maturing on or after September 1, 1996 are subject to redemption prior to maturity, at the option of the Company, on any interest payment date on or after September 1, 1995; and

WHEREAS, the Company desires to redeem $10,000,000 aggregate principal amount of the Prior Bonds maturing on or after September 1, 1996 (the "Refunded Bonds") on September 1, 1995; and

WHEREAS, the Company, by letter dated May 10, 1995, notified the Authority of its intent to redeem the Refunded Bonds on September 1, 1995 and has requested the Authority's assistance in the issuance of not to exceed $10,000,000 aggregate principal amount of bonds to refinance the 1985 Project and to redeem the Refunded Bonds; and

WHEREAS, on July 11, 1995, the Authority, by resolution duly adopted (the "Resolution"), authorized the issuance of its Economic Development Refunding Bonds (Burlington Coat Factory Warehouse of New Jersey, Inc.  - 1995 Project) (the "Refunding Bonds" or the "Bonds") for the purpose of providing funds for the Company to refinance the 1985 Project and to redeem the Refunded Bonds (the "Project"); and

WHEREAS, the Authority has determined to issue the Bonds concurrently herewith pursuant to the Act, the Resolution and the Indenture (as hereinafter defined); and

WHEREAS, the Loan shall be secured by a first mortgage lien (subject only to the defeasance of the Prior Bonds and the release of all liens created under the Prior Indenture (as herein defined)) on the Premises (as hereinafter defined), an Assignment of Leases on the Project Facility (as hereinafter defined), a first priority security interest in the Machinery and Equipment (as hereinafter defined), a Guaranty (as hereinafter defined), and such other security granted by the Company in connection with this transaction; and

WHEREAS, the Authority, contemporaneously with the execution and delivery of this Agreement, shall enter into a Loan Agreement with the Company, and an Indenture of Trust dated as of August 1, 1995 (the "Indenture") wherein the Authority has assigned certain of its rights under the Loan Agreement to the Trustee for the benefit of the Holders from time to time of the Bonds;

WHEREAS, to facilitate the issuance and sale of the Bonds and to enhance the marketability of the Bonds, the Company has requested the Bank to issue an irrevocable direct pay letter of credit substantially in the form of Annex A attached hereto (the "Letter of Credit"), in an amount up to an aggregate amount of $10,357,293.00 (as reduced and reinstated from time to time in accordance with the provisions of the Reimbursement Agreement (defined herein), the Letter of Credit and the other Loan Documents), of which (a) the sum of $10,000,000 shall be available to pay the principal amount of the Bonds either at maturity (whether at the stated maturity date or by acceleration) or upon redemption thereof, and (b) the remainder shall be available to pay up to 210 days' interest on the outstanding Bonds computed at the rate of six and one hundred twenty-five thousandths percent (6.125%) per annum accrued on the outstanding Bonds, as such interest becomes due;

WHEREAS, the Company's obligations to the Bank under the Letter of Credit are evidenced by a Letter of Credit and Reimbursement Agreement dated as of even date herewith and entered into by and between the Company and the Bank (the "Reimbursement Agreement");

WHEREAS, as a condition, among others, to its issuance of the Letter of Credit, the Bank has required that the Company enter into this Mortgage and Security Agreement;

NOW, THEREFORE, for and in consideration of the premises and of the mutual representations, covenants and agreements herein set forth (each of which is incorporated herein by reference), intending to be legally bound hereby, and in order to induce the Bank to issue the Letter of Credit, the Company and the Bank hereby agree as follows:



This Mortgage is the Mortgage referred to in the Reimbursement Agreement.  The indebtedness and obligations evidenced by the Reimbursement Agreement arise in connection with the Letter of Credit.  As additional security for the payment and performance to Mortgagee of the Liabilities (as defined below), Mortgagor has executed and delivered to Mortgagee an Assignment of Leases and Rents assigning all of Mortgagor's rights as lessor under all leases affecting the Mortgaged Premises now or hereafter in effect (the "Assignment of Leases"), and other collateral documents described in or accompanying the Loan Agreement.  This Mortgage, the Reimbursement Agreement, the Letter of Credit, the Indenture, the Loan Agreement, the Guaranty, Financing Statements, the Assignment of Leases, the Placement Agreement, the Escrow Deposit Agreement, and all other guarantees, documents, certificates and instruments executed in connection therewith are sometimes hereinafter referred to collectively as the "Loan Documents" or individually as a "Loan Document".  The terms and conditions of the Loan Documents are hereby made a part of this Mortgage to the same extent and with the same effect as if fully set forth herein.  All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Reimbursement Agreement.



To secure to Mortgagee (i) the repayment of all sums due under the Reimbursement Agreement and this Mortgage (and all extensions, renewals, replacements, substitutions, amendments and modifications thereof) and the other Loan Documents; (ii) the performance of all terms, conditions and covenants set forth in the Loan Documents; and (iii) all obligations and indebtedness of every kind and description of Mortgagor to Mortgagee arising under the Loan Documents, whether primary or secondary, absolute or contingent, direct or indirect, sole, joint or several, secured or unsecured, due or to become due, contractual or tortious, arising by operation of law or otherwise, or now or hereafter existing (including without limitation, principal, interest, fees, late charges and expenses) (clauses (i), (ii) and (iii) hereof collectively, the"Liabilities"), Mortgagor has granted, bargained, sold, released and conveyed and by these presents does grant, bargain, sell, release and convey unto Mortgagee, its successors and assigns, all of Mortgagor's right, title and interest now owned or hereafter acquired in and to each of the following (collectively, the "Mortgaged Premises"):













TO HAVE AND TO HOLD the above granted and conveyed Mortgaged Premises, or mentioned and intended so to be, with the appurtenances, unto Mortgagee, its successors and assigns, forever.



This Mortgage shall secure any and all present or future advances and readvances under the Reimbursement Agreement and the other Loan Documents made by Mortgagee to or for the benefit of Mortgagor or the Mortgaged Premises, including, without limitation:  (i) principal, interest, late charges, fees and other amounts due under each of the other Loan Documents or this Mortgage; (ii) all advances by Mortgagee to Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, maintenance and completion of any improvements on the Mortgaged Premises; (iii) all advances made or costs incurred by Mortgagee for the payment of real estate taxes, assessments or other governmental charges, maintenance charges, insurance premiums, appraisal charges, environmental inspection, audit, testing or compliance costs, and costs incurred by Mortgagee for the enforcement and protection of the Mortgaged Premises or the lien of this Mortgage; and (iv) all legal fees, costs and other expenses incurred by Mortgagee by reason of any default or otherwise in connection with the Liabilities.  Mortgagor agrees that if, at any time during the term of this Mortgage or following a foreclosure hereof, Mortgagor fails to perform or observe any covenant or obligation under this Mortgage including, without limitation, payment of any of the foregoing, Mortgagee may (but shall not be obligated to) take such steps as are reasonably necessary to remedy any such nonperformance or nonobservance and provide payment thereof.  All amounts advanced by Mortgagee shall be added to the amount secured by this Mortgage and the other Loan Documents evidencing collateral security, and shall be due and payable on demand, together with interest at three percent (3%) per annum above the rate of interest then in effect under the Reimbursement Agreement, such interest to be calculated from the date of such advance to the date of repayment thereof.  Mortgagor's obligations hereunder shall be continuing and shall survive notwithstanding a foreclosure of this Mortgage.











This Mortgage constitutes a security agreement under the Code and shall be deemed to constitute a fixture financing statement.  Mortgagor hereby grants to Mortgagee a security interest in the personal and other property included in the Mortgaged Premises (excluding inventory), and all replacements of, substitutions for, and additions to, such property, and the proceeds thereof.  Mortgagor shall, at Mortgagor's own expense, execute, deliver, file and refile any financing or continuation statements or other security agreements Mortgagee may require from time to time to perfect, confirm and maintain the lien of this Mortgage with respect to such property.  Without limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor to execute, deliver and file such instruments for or on behalf of Mortgagor at Mortgagor's expense, which appointment, being for security, is coupled with an interest and shall be irrevocable.









(a)	Mortgagor shall obtain and maintain at all times throughout the term of this Mortgage insurance of the types, in such amounts and otherwise as required pursuant to Section 5.7 of the Reimbursement Agreement.

(b)	Mortgagor shall not take out any separate or additional insurance with respect to the Mortgaged Premises which is contributing in the event of loss unless approved by Mortgagee and in conformity with the requirements of this Section 6.3.

(c)	Notwithstanding the foregoing, in the event that Mortgagor fails to maintain insurance in accordance with this Section 6.3., and Mortgagee elects to obtain insurance to protect its interests hereunder, Mortgagee may obtain insurance in any amount and of any type Mortgagee deems appropriate to protect Mortgagee's interest only and Mortgagee shall have no duty or obligation to Mortgagor to maintain insurance in any greater amount or of any other type for the benefit of Mortgagor.  All insurance premiums incurred or paid by Mortgagee shall be at Mortgagor's sole cost and expense in accordance with Section 3 hereof.  Mortgagee's election to obtain insurance shall not be deemed to waive any Event of Default (as hereinafter defined) hereunder.









(a)	Except as permitted in accordance with the terms of Section 5.22 of the Reimbursement Agreement, Mortgagor shall not create or permit to exist any mortgage, pledge, lien, security interest (including, without limitation, a purchase money security interest), encumbrance, attachment, levy, distraint or other judicial process on or against the Mortgaged Premises or any part thereof (including, without limitation, fixtures and other personalty), whether superior or inferior to the lien of this Mortgage, without the prior written consent of Mortgagee.  If any non-consensual lien or encumbrance which is not permitted under the terms of Section 5.22 of the Reimbursement Agreement is filed or entered without Mortgagor's consent, Mortgagor shall have it removed of record within ten (10) days after it is filed or entered.

(b)	By placing or accepting a mortgage, lien or encumbrance of any type, whether voluntary or involuntary, against the Mortgaged Premises, the holder thereof shall be deemed to have agreed, without any further act or documentation being required, that its mortgage, lien or encumbrance shall be subordinate in lien priority to this Mortgage and to any future amendments, consolidations or extensions hereof (including, without limitation, amendments which increase the interest rate on the Reimbursement Agreement, extend the term of the Liabilities, provide for future advances secured by this Mortgage, or provide for the release of portions of the Mortgaged Premises with or without consideration).

(c)	Mortgagor agrees that it will cause the holder of any subordinate mortgage or other lien, whether or not consented to by Mortgagee, to expressly agree by acceptance of such subordinate mortgage or other lien that it waives and relinquishes any rights it may have, whether under a legal theory of marshalling of assets or any other theory at law or in equity, to restrain Mortgagee from, or recover damages from Mortgagee as a result of, Mortgagee exercising its various remedies hereunder or under any other documents evidencing or securing the Liabilities, in such order and with such timing as Mortgagee deems appropriate in its sole discretion.

(d)	Mortgagee may, at any time or from time to time, renew, extend or increase the amount of this Mortgage, alter or modify the terms hereof or of the Reimbursement Agreement in any way, waive any of the terms, covenants or conditions hereof or of the Reimbursement Agreement in whole or in part, release any portion of the Mortgaged Premises or any other security, and grant such extensions and indulgences in relation to the Liabilities as Mortgagee may determine, without the consent of any junior lienor or encumbrancer or any obligation to give notice of any kind thereto, and without in any manner affecting the priority or the lien hereof on all or any part of the Mortgaged Premises.





(a)	Mortgagor shall (i) abstain from and not permit the commission of waste in or about the Mortgaged Premises; (ii) keep the Mortgaged Premises, at Mortgagor's own cost and expense, in good and substantial repair, working order and condition; (iii) make or cause to be made, as and when necessary, all repairs and replacements, whether or not insurance proceeds are available therefor; and (iv) not remove, demolish, materially alter, discontinue the use of, permit to become vacant or deserted, or otherwise dispose of all or any part of the Mortgaged Premises.  All alterations, replacements, renewals or additions made pursuant to this Section 6.9. shall automatically become a part of the Mortgaged Premises and shall be covered by the lien of this Mortgage.

(b)	Mortgagee, and any persons authorized by Mortgagee, shall have the right, but not the obligation, to enter upon the Mortgaged Premises at any reasonable time to inspect and photograph its condition and state of repair.  In the event any such inspection reveals, in the sole discretion of Mortgagee, the necessity for any repair, alteration, replacement, clean-up or maintenance, Mortgagor shall, at the discretion of Mortgagee, either:  (i) cause such work to be effected immediately; or (ii) promptly establish an interest bearing reserve fund with Mortgagee in an amount determined by Mortgagee for the purpose of effecting such work.





(a)	If all or any part of the Mortgaged Premises is partially or totally damaged or destroyed, Mortgagor shall give prompt notice thereof to Mortgagee, and Mortgagee may make proof of loss if not made promptly by Mortgagor.  Mortgagor hereby authorizes and directs any affected insurance company to make payment under such insurance, including return of unearned premiums, to Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor appoints Mortgagee as Mortgagor's attorney-in-fact to endorse any draft thereof, which appointment, being for security, is coupled with an interest and irrevocable.  Subject to the provision of subsection (d) hereof, Mortgagee is hereby authorized and empowered by Mortgagor to settle, adjust or compromise, in consultation with Mortgagor, any claims for loss, damage or destruction to the Mortgaged Premises.  Mortgagor shall pay all costs of collection of insurance proceeds payable on account of such damage or destruction.  All rights to the insurance proceeds are hereby assigned to Mortgagee as additional security for payment of the Liabilities.

(b)	Immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of all or any part of the Mortgaged Premises, Mortgagor shall give notice to Mortgagee.  Mortgagor shall, at its sole cost and expense, diligently prosecute any such proceeding and shall consult with Mortgagee and shall cooperate with it in the defense of any such proceeding.  Mortgagee may participate in any such proceeding and Mortgagor shall from time to time deliver to Mortgagee all instruments requested by it to permit such participation.  Mortgagor shall not, without Mortgagee's prior written consent which will not be unreasonably withheld or delayed, enter into any agreement for the taking or conveyance in lieu thereof of all or any part of the Mortgaged Premises.  All awards and proceeds of condemnation are hereby assigned to Mortgagee, and Mortgagor, upon request by Mortgagee, agrees to make, execute and deliver any additional assignments or documents necessary from time to time to enable Mortgagee to collect the same.  Such awards and proceeds shall be paid or applied by Mortgagee, subject to the provision of subsection (d) hereof, to:  (i) reduction of the Liabilities; (ii) restoration, replacement or repair of the Mortgaged Premises in accordance with Mortgagee's standard construction loan disbursement conditions and requirements; or (iii) Mortgagor.

(c)	Nothing in this Section 6.11 shall relieve Mortgagor of its duty to repair, restore, rebuild or replace the Mortgaged Premises following damage or destruction or partial condemnation if no or inadequate insurance proceeds or condemnation awards are available to defray the cost of repair, restoration, rebuilding or replacement so long as Mortgagee makes the proceeds of the insurance required hereunder, which are paid to Mortgagee, available for such purpose.  Notwithstanding the foregoing, if Mortgagee elects not to make the aforesaid insurance proceeds available hereunder in accordance with the terms of this Article 9, Mortgagor's sole responsibility under this subsection (c) shall be to demolish the damaged or destroyed portion of the Mortgaged Premises or adequately secure the Mortgaged Premises from additional damage or deterioration, all to the reasonable satisfaction of Mortgagee; and provided that no Default or Event of Default under any of the Loan Documents has occurred, Mortgagee shall release insurance proceeds to the extent required for, and for the limited purpose of, such demolition or securing of the Mortgaged Premises.

(d)	Notwithstanding the provisions of subparagraphs (a) and (b) above, in the event that all or any part of the Mortgaged Premises is damaged by fire or other casualty, in an amount aggregating less than $5,000,000 the Mortgagor shall use said funds for restoration, repair or replacement of the Mortgaged Premises.  Such funds shall be paid in accordance with the Mortgagee's standard construction loan disbursement conditions as set forth on Schedule III to the Reimbursement Agreement and in accordance with Section 3.3 of the Loan Agreement and Section 408 of the Indenture.

(i)  In the event (x) the Mortgagor fails, or fails to commence, to repair, replace or reconstruct the damaged, destroyed or condemned Mortgaged Premises within sixty (60) days after the Initial Notice when such proceeds aggregate less than $5,000,000, or (y) such proceeds exceed $5,000,000, the Mortgagee shall have the option to (A) apply such funds to the costs of repair, reconstruction and restoration of the Mortgaged Premises to a substantially equivalent condition or value existing immediately prior to such event or to a condition of at least an equivalent value, in which case such funds shall be deposited with the Trustee in the Acquisition Fund in accordance with Section 407 of the Indenture; or (B) use such proceeds to reduce any outstanding principal balance of unreimbursed draws under the Letter of Credit or other outstanding LC Indebtedness and remit the balance to the Mortgagor; or (C) retain such proceeds (up to the amount of the Mortgagor's obligations to the Mortgagee under the Letter of Credit and the documents executed in connection therewith) as cash collateral for the Mortgagor's obligations under the Letter of Credit; or (D) redeem Bonds from moneys from the Letter of Credit pursuant to Section 301(b) of the Indenture and apply the amount of such net proceeds of any insurance, casualty or condemnation award to reimburse the Mortgagee for any draw on the Letter of Credit, but only to the extent of any such proceeds.  The Mortgagee shall notify the Trustee and the Mortgagor in writing of its election within seventy (70) days after the Initial Notice.

(ii)  The Mortgagor shall cooperate and consult with Mortgagee in all matters pertaining to the settlement or adjudication of any insurance claims and all claims and demands for damages on account of any taking or condemnation of the Mortgaged Premises or pertaining to the settlement, compromising or arbitration of any claim on account of any damage or destruction of the Mortgaged Premises.  In no event shall the Mortgagor voluntarily settle, or consent to the settlement of, any insurance claim equal to or greater than $2,500,000 with relation to the Mortgaged Premises or any proceedings arising out of any condemnation of the Mortgaged Premises without the prior written consent of the Mortgagee, which consent will not be unreasonably withheld.

(iii)  Damage to, destruction of or condemnation of all or a portion of the Mortgaged Premises, shall not terminate the Reimbursement Agreement, or cause any abatement of or reduction in the payments to be made by the Mortgagor or otherwise affect the respective obligations of the Authority or the Mortgagor, except as set forth in the Reimbursement Agreement.













Mortgagor represents to Mortgagee that Mortgagor has no knowledge of any offsets, counterclaims or defenses to the Liabilities either at law or in equity.  Mortgagor shall, within three (3) days upon request in person or within seven (7) days upon request by mail, furnish to Mortgagee or Mortgagee's designee a written statement in form satisfactory to Mortgagee stating the amount due under the Liabilities and whether there are offsets or defenses against the same, and if so, the nature and extent thereof.



In the event of the passage, after the date of this Mortgage, of any law changing in any way the laws now in force for the taxation of mortgages or debts secured thereby, for state or local purposes, or the manner of the operation of any such taxes, so as to affect the interest of Mortgagee or impose upon Mortgagee the obligation to pay the whole or any part of any taxes, assessments, charges or liens ("Charges") herein required to be paid by Mortgagor, then Mortgagor shall pay the full amount of the Charges.







(a)	To Mortgagor's knowledge, neither Mortgagor nor the Mortgaged Premises or any occupant thereof are in violation of or subject to any existing, pending or threatened investigation or inquiry by any governmental authority pertaining to any Applicable Environmental Law.  Mortgagor shall not cause or permit the Mortgaged Premises to be in violation of, or do anything which would subject the Mortgaged Premises to any remedial obligations under, any Applicable Environmental Law, and shall promptly notify Mortgagee in writing of any existing, pending or threatened investigation or inquiry by any governmental authority in connection with any Applicable Environmental Law.  In addition, Mortgagor shall provide Mortgagee with copies of any and all material written communications with any governmental authority in connection with any Applicable Environmental Law, concurrently with Mortgagor's giving or receiving of same.

(b)	To Mortgagor's knowledge there are no underground storage tanks, radon, asbestos materials, polychlorinated biphenyls or urea formaldehyde insulation present at or installed in the Mortgaged Premises.  Mortgagor has not caused any of the aforementioned materials to be placed or installed on the Mortgaged Premises during its period of ownership. Mortgagor covenants and agrees that if any such materials are found to be present at the Mortgaged Premises, Mortgagor shall remove or remediate the same promptly upon discovery at its sole cost and expense.

(c)	Mortgagor has taken all steps recommended by Mortgagor's engineers as stated in the environmental report and soil report delivered to Mortgagee prior to the date hereof as necessary to determine and has determined that there has been no release, spill, discharge, leak, disposal or emission (individually a "Release" and collectively, "Releases") of any Hazardous Material, Hazardous Substance or Hazardous Waste, including gasoline, petroleum products, explosives, toxic substances, solid wastes and radioactive materials (collectively, "Hazardous Substances") at, upon, under or within the Mortgaged Premises.  The use which Mortgagor or any other occupant of the Mortgaged Premises makes or intends to make of the Mortgaged Premises will not result in a Release of any Hazardous Substances on or to the Mortgaged Premises.  During the term of this Mortgage, Mortgagor shall take all steps necessary to determine whether there has been a Release of any Hazardous Substances on or to the Mortgaged Premises and if Mortgagor finds a Release has occurred, Mortgagor shall remove or remediate the same promptly upon discovery at its sole cost and expense.

(d)	To Mortgagor's knowledge, none of the real property owned and/or occupied by Mortgagor and located in the State of New Jersey, including without limitation, the Mortgaged Premises, has ever been used by the present or previous owners and/or operators or will be used during Mortgagor's ownership in the future to refine, produce, store, handle, transfer, process, transport, generate, manufacture, heat, treat, recycle or dispose of Hazardous Substances.

(e)	Mortgagor has not received any notice of violation, request for information, summons, citation, directive or other communication, written or oral, from the New Jersey Department of Environmental Protection and Energy or the United States Environmental Protection Agency concerning any intentional or unintentional act or omission on Mortgagor's or any occupant's part resulting in the Release of Hazardous Substances into the waters or onto the lands within the jurisdiction of the State of New Jersey or into the waters outside the jurisdiction of the State of New Jersey resulting in damage to the lands, waters, fish, shellfish, wildlife, biota, air or other resources owned, managed, held in trust or otherwise controlled by or within the jurisdiction of the State of New Jersey.

(f)	None of the real property owned and/or occupied by Mortgagor and located in the State of New Jersey, including without limitation, the Mortgaged Premises has been or is now being used as a Major Facility, and Mortgagor shall not use any such property as a Major Facility in the future without the prior written consent of Mortgagee.  If Mortgagor ever becomes an owner or operator of a Major Facility, then Mortgagor shall furnish the New Jersey Department of Environmental Protection and Energy with all the information required by N.J.S.A. 58:10-23.11d, and shall duly file with the Director of the Division of Taxation in the New Jersey Department of Treasury a tax report or return, and shall pay all taxes due therewith, in accordance with N.J.S.A. 58:10-23.11h.

(g)	The Mortgaged Premises are not located within a "freshwater wetlands" or a "transition area", each as defined by N.J.S.A. 13:9B-3, and are not subject to the terms of the New Jersey Freshwater Wetlands Protection Act, as amended, N.J.S.A. 13:9B-1, et seq., or the rules and regulations promulgated thereunder.

(h)	Mortgagor shall not conduct or knowingly cause or permit to be conducted on the Mortgaged Premises any activity which constitutes an Industrial Establishment, as such term is defined in ISRA, without the prior written consent of Mortgagee.  In the event that the provisions of ISRA become applicable to the Mortgaged Premises subsequent to the date hereof, Mortgagor shall give prompt written notice thereof to Mortgagor and shall take immediate requisite action to insure full compliance therewith.  Mortgagor shall deliver to Mortgagee copies of all correspondence, notices and submissions that it sends to or receives from the New Jersey Department of Environmental Protection and Energy in connection with such ISRA compliance.  Mortgagor's obligation to comply with ISRA shall, notwithstanding its general applicability, also specifically apply to a sale, transfer, closure or termination of operations associated with any foreclosure action, including, without limitation, a foreclosure action brought with respect to this Mortgage.

(i)	The real property owned and/or occupied by Mortgagor and located in the State of New Jersey, including without limitation, the Mortgaged Premises:  (i) are being and have been during the period of Mortgagor's ownership operated in compliance with all Applicable Environmental Laws, and all permits required thereunder have been obtained and complied with in all respects; and (ii) do not have any Hazardous Substances present excepting such quantities of petroleum and chemical products, in proper storage containers, as are necessary for the construction or operation of the commercial business of Mortgagor and its tenants, and the usual waste products therefrom ("Permitted Substances"), all in accordance with Applicable Environmental Laws.

(j)	Mortgagor will and will cause its tenants to operate the Mortgaged Premises in compliance with all Applicable Environmental Laws and, other than Permitted Substances, will not place or permit to be placed any Hazardous Substances on the Mortgaged Premises.

(k)	No lien has been attached to or threatened to be imposed upon any revenue or any real or personal property owned by Mortgagor, including without limitation, the Mortgaged Premises, and there is no basis for the imposition of any such lien based on any governmental action under Applicable Environmental Laws.  Neither Mortgagor nor any other party has been, is or will be involved in operations at the Mortgaged Premises which could lead to the imposition of environmental liability on Mortgagor, or on any subsequent or former owner of the Mortgaged Premises, or the creation of an environmental lien on the Mortgaged Premises.  In the event that any such lien is filed, Mortgagor shall, within thirty (30) days from the date that Mortgagor is given notice of such lien (or within such shorter period of time as is appropriate in the event that the State of New Jersey or the United States has commenced steps to have the Mortgaged Premises sold), either: (i) pay the claim and remove the lien from the Mortgaged Premises; or (ii) furnish a cash deposit, bond or other security satisfactory in form and substance to Mortgagee in an amount sufficient to discharge the claim out of which the lien arises.

(l)	In the event that Mortgagor shall cause or permit to exist a Release of Hazardous Substances into the waters or onto the lands within the jurisdiction of the State of New Jersey, or into the waters outside the jurisdiction of the State of New Jersey resulting in damage to the lands, waters, fish, shellfish, wildlife, biota, air or other resources owned, managed, held in trust or otherwise controlled by or within the jurisdiction of the State of New Jersey, without having obtained a permit issued by the appropriate governmental authorities, Mortgagor shall promptly clean up such Release in accordance with the provisions of all Applicable Environmental Laws.













Each of the following shall constitute a default (each, an "Event of Default") hereunder:























If an Event of Default shall have occurred, Mortgagee may take any of the following actions (without the obligation to marshall):

















If, after receipt of any payment of all or any part of the Liabilities, Mortgagee is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason (including, without limitation, a determination that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a diversion of trust funds), then this Mortgage and the other Loan Documents shall continue in full force and effect, and Mortgagor shall be liable for, and shall indemnify, defend and hold harmless Mortgagee with respect to the full amount so surrendered.  The provisions of this Section shall survive the satisfaction or release of this Mortgage and shall remain effective notwithstanding the payment of the Liabilities, the cancellation of the Reimbursement Agreement, the release of any security interest, lien or encumbrance securing the Liabilities or any other action which Mortgagee may have taken in reliance upon its receipt of such payment.  Any cancellation, release or other such action by Mortgagee shall be deemed to have been conditioned upon any payment of the Liabilities having become final and irrevocable.











































If Mortgagor indefeasibly pays to Mortgagee the full amount of the Liabilities, including all interest accrued thereon and all fees and costs incurred in connection therewith, and, until such time as such payment has become indefeasible, keeps all the other covenants and agreements contained herein and in the Reimbursement Agreement and the other Loan Documents, and if Mortgagor shall also pay all satisfaction costs and the cost of recording a discharge and, if appropriate, a power-of-attorney to satisfy this Mortgage, then and from thenceforth this Mortgage and the estate hereby created, granted, transferred and assigned shall cease and become void.

IN WITNESS WHEREOF, Mortgagor, intending to be legally bound, has duly executed and delivered this Mortgage and Security Agreement as of the day and year first above written.







|ATTEST
Name: Robert L. LaPenta, Jr.
Title: Assistant Secretary | BURLINGTON COAT FACTORY
WAREHOUSE OF NEW JERSEY, INC.
BY: 
Name: Mark Nesci
Title: Vice President
|-------------------------------------------------------------- | -------------------------------------------------------------------------------------------------



[SEAL]





SCHEDULE "A"

DESCRIPTION OF MORTGAGED PREMISES

|Street Address:    | 1830 Route 130, Burlington, NJ 08016
|------------------ | ------------------------------------
|                   |                                     
|Parcel Number:     |                                     
|                   |                                     
|Legal Description: | See Exhibit A-1.                    









CORPORATE ACKNOWLEDGMENT



STATE OF NEW JERSEY		:

COUNTY OF BURLINGTON	:



On this, the ___ day of August, 1995 before me, the undersigned officer, personally appeared _________________________ who acknowledged himself/herself to be a _________________________ of Burlington Coat Factory Warehouse of New Jersey, Inc., a New Jersey corporation, and that he/she, as such officer, being authorized to do so, executed the foregoing instrument on behalf of the corporation for the purposes therein contained by signing the name of the corporation by himself/herself as such officer.

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





___________________________________

Notary Public

[Notarial Seal]



My Commission Expires: