MORTGAGE, ASSIGNMENT OF LEASES AND RENTS
                             AND SECURITY AGREEMENT

                            Dated as of June __, 2003

                               DUNNIGAN REALTY LLC
                                   (Mortgagor)

                                       TO

                       JOHN HANCOCK LIFE INSURANCE COMPANY

                                   (Mortgagee)

                              LOCATION OF PROPERTY:
                        22 Hemion Road, Ramapo, New York
                   (aka 30 Dunnigan Drive, Suffern, New York)


                     Section 55.06, Block 1, Lot 3.1 and 3.2
                Tax Map of the Town of Ramapo, County of Rockland


                              Record and Return To:
                              Edwards & Angell, LLP
                              90 State House Square
                               Hartford, CT 06103
                       Attention: John B. D'Agostino, Esq.


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                               Page
<S>                                                                                                           <C>
         1.  Payment of Indebtedness and Incorporation of Covenants, Conditions and Agreements....................4
         2.  Warranty of Title....................................................................................5
         3.  Insurance; Casualty..................................................................................5
         4.  Payment of Taxes, Etc...............................................................................10
         5.  Reserve Fund........................................................................................11
         6.  Condemnation........................................................................................14
         7.  Leases and Rents....................................................................................15
         8.  Maintenance and Use of Mortgaged Property...........................................................17
         9.  Transfer or Encumbrance of the Mortgaged Property or Interests in the Mortgagor;
                  Other Indebtedness.............................................................................18
         10.  Estoppel Certificates..............................................................................23
         11.  No Cooperative or Condominium......................................................................23
         12.  Changes in the Laws Regarding Taxation.............................................................23
         13.  No Credits on Account of the Indebtedness..........................................................24
         14.  Documentary Stamps.................................................................................24
         15.  Right of Entry.....................................................................................24
         16.  Books and Records..................................................................................24
         17.  Performance of Other Agreements....................................................................25
         18.  Representations and Covenants Concerning Loan......................................................25
         19.  Single Purpose Entity/Separateness.................................................................27
         20.  Events of Default; Remedies........................................................................30
         21.  Additional Remedies................................................................................32
         22.  Right to Cure Defaults.............................................................................34
         23.  Late Payment Charge................................................................................34
         24.  Prepayment.........................................................................................34
         25.  Prepayment After Event of Default..................................................................35
         26.  Appointment of Receiver............................................................................35
         27.  Security Agreement.................................................................................35
         28.  Authority..........................................................................................36
         29.  Actions and Proceedings............................................................................36
         30.  Further Acts, Etc..................................................................................37
         31.  Recording of Mortgage, Etc.........................................................................37
         32.  Usury Laws.........................................................................................37
         33.  Sole Discretion of Mortgagee.......................................................................38
         34.  Recovery of Sums Required To Be Paid...............................................................38
         35.  Marshalling and Other Matters......................................................................38
         36.  Waiver of Notice...................................................................................38
         37.  Remedies of Mortgagor..............................................................................38
         38.  Reporting Requirements.............................................................................38
         39.  Hazardous Materials................................................................................39
         40.  Asbestos...........................................................................................41
         41.  Bankruptcy or Insolvency...........................................................................41
         42.  Compliance with ERISA and State Statutes on Governmental Plans.....................................42
         43.  Assignments........................................................................................43
         44.  Cooperation........................................................................................43
         45.  Indemnification for Non-Recourse Carveout Obligations..............................................44
         46.  Exculpation........................................................................................44
         47.  Notices............................................................................................45
         48.  Non-Waiver.........................................................................................46
         49.  Joint and Several Liability........................................................................46
         50.  Severability.......................................................................................46
         51.  Duplicate Originals................................................................................47
         52.  Indemnity and Mortgagee's Costs....................................................................47
         53.  Certain Definitions................................................................................47
         54.  No Oral Change.....................................................................................47
         55.  No Foreign Person..................................................................................48
         56.  Separate Tax Lot...................................................................................48
         57.  Right to Release Any Portion of the Mortgaged Property.............................................48
         58.  Subrogation........................................................................................48
         59.  Administrative Fees................................................................................48
         60.  Disclosure.........................................................................................48
         61.  Headings, Etc......................................................................................49
         62.  Address of Real Property...........................................................................49
         63.  Intentionally Deleted..............................................................................49
         64.  Publicity..........................................................................................49
         65.  Relationship.......................................................................................49
         66.  Homestead..........................................................................................49
         67.  No Third Party Beneficiaries.......................................................................49
         68.  Compliance with Regulation U.......................................................................49
         69.  Entire Agreement...................................................................................49
         70.  Servicer...........................................................................................49
         71.  Governing Law; Consent to Jurisdiction.............................................................49
         72.  Partial Release of Air Rights......................................................................50
         73.  Special State Provisions...........................................................................52

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                             INDEX OF DEFINED TERMS

<S>                                                                                                            <C>
Additional Land...................................................................................................1
Architect     ....................................................................................................7
Assignee      ...................................................................................................13
Assignment of Leases and Rents...................................................................................13
Assignor      ...................................................................................................13
Bankruptcy Code...................................................................................................3
Code          ...................................................................................................33
Collateral    ...................................................................................................32
Depository    ...................................................................................................10
Equipment     ....................................................................................................2
ERISA         ...................................................................................................39
GAAP          ...................................................................................................25
Guarantors    ...................................................................................................24
Guaranty      ...................................................................................................44
Improvements   ...................................................................................................1
Indebtedness   ...................................................................................................1
Independent Director.............................................................................................26
Insolvency Opinion...............................................................................................26
Land          ....................................................................................................1
Late Charge   ...................................................................................................31
Leases        ....................................................................................................3
Loan          ....................................................................................................1
Loan Documents...................................................................................................44
Management Agreement.............................................................................................23
Manager       ...................................................................................................23
Mortgage      ....................................................................................................1
Mortgaged Property............................................................................................1, 45
Mortgagee     ................................................................................................1, 44
Mortgagor     ................................................................................................1, 44
Non-Recourse Carveout Obligations................................................................................42
Note          ................................................................................................1, 44
Other Charges ...................................................................................................10
Permitted Encumbrances............................................................................................5
Person        ...................................................................................................45
Policies      ....................................................................................................6
Rating Agencies..................................................................................................19
Real Property  ...................................................................................................1
Rents         ................................................................................................3, 13
Repair and Remediation Reserve Fund..............................................................................12
Replacement Reserve Agreement....................................................................................11
Replacement Reserve Fund.........................................................................................11
Reserve Fund  ...................................................................................................12
Restoration    ...................................................................................................7
Secondary Market Transactions....................................................................................41
Servicer      ...................................................................................................47
Small Lease   ...................................................................................................14
SPC Party     ...................................................................................................26
Tax and Insurance Fund...........................................................................................11
Taxes         ...................................................................................................10
Tenant Improvement and Leasing Commission Reserve................................................................11
Tenant Improvement and Leasing Commission Reserve Fund...........................................................12
Termination Amount...............................................................................................14
Transferee    ...................................................................................................18
Uniform Commercial Code...........................................................................................2

</TABLE>
<PAGE>


     THIS MORTGAGE,  ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this
"Mortgage"),  made as of the ____ day of June,  2003, by DUNNIGAN  REALTY LLC, a
Delaware limited  liability company having its principal place of business at 30
Dunnigan Drive, Suffern, New York 10901 ("Mortgagor"), to and for the benefit of
JOHN HANCOCK LIFE INSURANCE  COMPANY,  a  Massachusetts  corporation  having its
principal place of business at John Hancock Tower,  T-56, 200 Clarendon  Street,
Boston, Massachusetts 02116 ("Mortgagee").

                              W I T N E S S E T H:


     TO  SECURE  THE  PAYMENT  OF  an  indebtedness  in  the  principal  sum  of
THIRTY-FOUR  MILLION AND 00/100  DOLLARS  ($34,000,000.00),  lawful money of the
United  States of America,  to be paid with interest and all other sums and fees
payable  according  to a certain  mortgage  note dated the date  hereof  made by
Mortgagor  to  Mortgagee  (the  mortgage  note,  together  with all  extensions,
renewals or modifications  thereof,  being hereinafter  collectively  called the
"Note"; and the loan evidenced by the Note being hereinafter  referred to as the
"Loan")  and  all  indebtedness,   obligations,  liabilities  and  expenses  due
hereunder  and under any other  Loan  Document  (as  hereinafter  defined)  (the
indebtedness,  interest,  other sums,  fees,  obligations and all other sums due
under  the  Note  and/or   hereunder   and/or  any  other  Loan  Document  being
collectively  called  the  "Indebtedness"),   Mortgagor  has  mortgaged,  given,
granted, bargained, sold, alienated,  enfeoffed,  conveyed,  confirmed, pledged,
assigned and  hypothecated  and by these  presents does mortgage,  give,  grant,
bargain, sell, alien, enfeoff,  convey, confirm,  pledge, assign and hypothecate
unto  Mortgagee  and hereby  grants unto  Mortgagee  a security  interest in the
following  property and rights owned or held by Mortgagor,  whether now owned or
held or hereafter acquired (collectively, the "Mortgaged Property"):

                               GRANTING CLAUSE ONE

     All right,  title and  interest in and to the real  property or  properties
described on Exhibit A hereto (collectively, the "Land").

                               GRANTING CLAUSE TWO

     All additional lands,  estates and development rights hereafter acquired by
Mortgagor for use in connection  with the Land and the  development  of the Land
and all  additional  lands and estates  therein which may, from time to time, by
supplemental  mortgage  or  otherwise,  be  expressly  made  subject to the lien
thereof (collectively, the "Additional Land").

                              GRANTING CLAUSE THREE

     Any and  all  buildings,  structures,  fixtures,  additions,  enlargements,
extensions,   modifications,  repairs,  replacements  and  improvements  now  or
hereafter  located  on  the  Land  or  any  part  thereof   (collectively,   the
"Improvements";  the Land, the Additional Land and the Improvements  hereinafter
collectively referred to as the "Real Property").

                              GRANTING CLAUSE FOUR

     All  easements,  rights-of-way,  strips and gores of land,  streets,  ways,
alleys,  passages,  sewer rights, water, water courses, water rights and powers,
oil, gas and mineral rights, air rights and development  rights,  zoning rights,
tax credits or benefits and all estates, rights, titles, interests,  privileges,
liberties,  tenements,  hereditaments and appurtenances of any nature whatsoever
in any way now or  hereafter  belonging,  relating  or  pertaining  to the  Real
Property or any part thereof and the  reversion  and  reversions,  remainder and
remainders and all land lying in the bed of any street,  road or avenue,  opened
or proposed, in front of or adjoining the Land or any part thereof to the center
line thereof and all the estates, rights, titles, interests, dower and rights of
dower,  curtesy and rights of curtesy,  property,  possession,  claim and demand
whatsoever,  both in law and in  equity,  of  Mortgagor  in,  of and to the Real
Property and every part and parcel thereof, with the appurtenances thereto.

                              GRANTING CLAUSE FIVE

     All  machinery,  equipment,  fixtures and other  property of every kind and
nature  whatsoever owned by Mortgagor or in which Mortgagor has or shall have an
interest (to the extent of such interest) now or hereafter located upon the Real
Property or  appurtenant  thereto and usable in  connection  with the present or
future operation and occupancy of the Real Property and all building  equipment,
materials and supplies of any nature  whatsoever  owned by Mortgagor or in which
Mortgagor has or shall have an interest (to the extent of such  interest) now or
hereafter  located upon the Real  Property or  appurtenant  thereto or usable in
connection  with the  present  or future  operation  and  occupancy  of the Real
Property,   including  but  not  limited  to  all  heating,   ventilating,   air
conditioning,   plumbing,  lighting,   communications  and  elevator  machinery,
equipment and fixtures (hereinafter collectively called the "Equipment") and the
right,  title and interest of Mortgagor in and to any of the Equipment which may
be subject to any security agreements (as defined in the Uniform Commercial Code
of the State in which the Mortgaged Property is located (the "Uniform Commercial
Code"))  superior,  inferior or pari passu in lien to the lien of this Mortgage.
In connection with Equipment which is leased to Mortgagor or which is subject to
a lien or security interest which is superior to the lien of this Mortgage, this
Mortgage shall also cover all right, title and interest of each Mortgagor in and
to all  deposits  and the benefit of all  payments  now or  hereafter  made with
respect to such Equipment.

                               GRANTING CLAUSE SIX

     All awards or payments,  including  interest thereon,  which may heretofore
and  hereafter  be made with respect to the Real  Property or any part  thereof,
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 Real Property.

                              GRANTING CLAUSE SEVEN

     All  leases  and  other  agreements  affecting  the use,  enjoyment  and/or
occupancy of the Real  Property or any part  thereof,  now or hereafter  entered
into (including any use or occupancy  arrangements  created  pursuant to Section
365(h)  of Title  11 of the  United  States  Code  (the  "Bankruptcy  Code")  or
otherwise in connection with the  commencement or continuance of any bankruptcy,
reorganization,  arrangement,  insolvency, dissolution,  receivership or similar
proceedings  or any  assignment  for the benefit of  creditors in respect of any
tenant or  occupant  of any  portion of the Real  Property),  together  with any
extension or renewal of the same (the "Leases") and all income,  rents,  issues,
profits, revenues and proceeds including, but not limited to, all oil and gas or
other  mineral  royalties  and bonuses  from the Real  Property  (including  any
payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise
in  connection   with  the   commencement  or  continuance  of  any  bankruptcy,
reorganization,  arrangement,  insolvency, dissolution,  receivership or similar
proceedings  or any  assignment  for the benefit of  creditors in respect of any
tenant or  occupant  of any  portion  of the Real  Property  and all claims as a
creditor in connection with any of the foregoing) (the "Rents") and all proceeds
from the sale,  cancellation,  surrender or other  disposition of the Leases and
the right to receive and apply the Rents to the payment of the Indebtedness.

                              GRANTING CLAUSE EIGHT

     All  proceeds  of and  any  unearned  premiums  on any  insurance  policies
covering the Real Property or any part thereof  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 Real Property or any part
thereof.

                              GRANTING CLAUSE NINE

     All tax refunds, including interest thereon, tax credits and tax abatements
and the right to  receive  or  benefit  from the same,  which may be  payable or
available with respect to the Real Property.

                               GRANTING CLAUSE TEN

     The right, in the name and on behalf of Mortgagor,  to appear in and defend
any action or  proceeding  brought with respect to the Real Property or any part
thereof  and to commence  any action or  proceeding  to protect the  interest of
Mortgagee in the Real Property or any part thereof.

                             GRANTING CLAUSE ELEVEN

     All accounts receivable, utility or other deposits,  intangibles,  contract
rights,  interests,  estates or other claims,  both in law and in equity,  which
Mortgagor  now has or may  hereafter  acquire in the Real  Property  or any part
thereof.

                             GRANTING CLAUSE TWELVE

     All  rights  which  Mortgagor  now  has  or  may  hereafter  acquire  to be
indemnified  and/or held  harmless from any  liability,  loss,  damage,  cost or
expense  (including,  without  limitation,  attorneys'  fees and  disbursements)
relating to the Real Property or any part thereof.

                            GRANTING CLAUSE THIRTEEN

     All plans and specifications,  maps, surveys, studies, reports,  contracts,
subcontracts,  service contracts, management contracts, franchise agreements and
other agreements,  franchises, trade names, trademarks,  symbols, service marks,
approvals,  consents,  permits,  special permits,  licenses and rights,  whether
governmental  or  otherwise,   respecting  the  use,  occupation,   development,
construction  and/or  operation of the Real  Property or any part thereof or the
activities  conducted  thereon or therein,  or otherwise  pertaining to the Real
Property or any part thereof, to which Mortgagor is a party or bound.

                            GRANTING CLAUSE FOURTEEN

     All  proceeds,  products,  offspring,  rents  and  profits  from any of the
foregoing,  including without limitation,  those from sale, exchange,  transfer,
collection, loss, damage, disposition, substitution or replacement of any of the
foregoing.

     WITH  RESPECT to any portion of the  Mortgaged  Property  which is not real
estate under the laws of the State in which the  Mortgaged  Property is located,
Mortgagor hereby grants,  bargains,  sells and conveys the same to Mortgagee for
the purposes set forth  hereunder and Mortgagee shall be vested with all rights,
power and  authority  granted  hereunder  or by law to  Mortgagee  with  respect
thereto,  (provided,  however,  that Mortgagee  acknowledges  that the Mortgaged
Property shall not include any personal property owned by tenants of the Land or
Improvements,   including,   without  limitation,  The  Dress  Barn,  Inc.,  Par
Pharmaceuticals and Xerox).

     TO HAVE AND TO HOLD the above granted and described Mortgaged Property unto
and to the use and  benefit  of  Mortgagee  and the  successors  and  assigns of
Mortgagee forever.

     PROVIDED,  HOWEVER,  these  presents  are upon the  express  condition,  if
Mortgagor shall well and truly pay to Mortgagee the Indebtedness at the time and
in the manner  provided in the Note and this  Mortgage  and shall well and truly
abide by and comply with each and every covenant and condition set forth herein,
in the Note and in the other  Loan  Documents,  these  presents  and the  estate
hereby granted shall cease, terminate and be void.

     AND  Mortgagor  represents  and warrants to and  covenants  and agrees with
Mortgagee as follows:


                           PART I - GENERAL PROVISIONS

     1. Payment of Indebtedness and  Incorporation of Covenants,  Conditions and
Agreements.  Mortgagor shall pay the  Indebtedness at the time and in the manner
provided  in the Note,  this  Mortgage  and the other  Loan  Documents.  All the
covenants,  conditions and  agreements  contained in the Note and the other Loan
Documents  are hereby  made a part of this  Mortgage to the same extent and with
the same force as if fully set forth herein.

     2.  Warranty  of  Title.  Mortgagor  has good and  marketable  title to the
Mortgaged Property;  Mortgagor has the right to mortgage,  give, grant, bargain,
sell, alienate, enfeoff, convey, confirm, pledge, lease, assign, hypothecate and
grant a security  interest in the  Mortgaged  Property;  Mortgagor  possesses an
indefeasible  fee estate in the Real Property;  and Mortgagor owns the Mortgaged
Property free and clear of all liens, encumbrances and charges whatsoever except
those  exceptions  shown in the title insurance policy insuring the lien of this
Mortgage  (this  Mortgage  and the  liens,  encumbrances  and  charges  shown as
exceptions in such title  policy,  hereinafter  collectively  referred to as the
"Permitted Encumbrances").  Mortgagor shall forever warrant, defend and preserve
such title and the validity and priority of the lien of this  Mortgage and shall
forever  warrant  and defend  the same to  Mortgagee  against  the claims of all
persons whomsoever.

     3. Insurance; Casualty.

     (a)  Mortgagor,  at its sole cost and  expense,  shall  keep the  Mortgaged
Property  insured  during the term of this  Mortgage  for the mutual  benefit of
Mortgagor  and  Mortgagee  against  loss or  damage by any  peril  covered  by a
standard  "special  perils"  or  "all-risk-of-physical-loss"   insurance  policy
including,  without  limitation,  riot and civil  commotion,  acts of terrorism,
vandalism,  malicious mischief,  burglary, theft and mysterious disappearance in
an amount  (i) equal to at least one  hundred  percent  (100%) of the then "full
replacement  cost" of the  Improvements  and  Equipment,  without  deduction for
physical  depreciation and (ii) such that the insurer would not deem Mortgagor a
coinsurer under such policies.  The policies of insurance  carried in accordance
with this  Paragraph 3 shall be paid  annually in advance and shall  contain the
"Replacement Cost  Endorsement" with a waiver of depreciation,  and shall have a
deductible no greater than $50,000 unless so agreed by Mortgagee.

     (b)  Mortgagor,  at its sole cost and  expense,  for the mutual  benefit of
Mortgagor and Mortgagee,  shall also obtain and maintain during the term of this
Mortgage the following policies of insurance:

(i)  Flood  insurance  if any part of the Real  Property  is  located in an area
     identified  by the  Secretary of Housing and Urban  Development  as an area
     having  special  flood  hazards and in which flood  insurance has been made
     available under the National Flood Insurance Act of 1968 (and any successor
     act  thereto)  in an amount  at least  equal to the  outstanding  principal
     amount of the Note or the maximum limit of coverage  available with respect
     to the Improvements and Equipment under said Act, whichever is less.

(ii) Comprehensive  public  liability  insurance,  including broad form property
     damage,   blanket   contractual  and  personal  injuries  (including  death
     resulting therefrom) coverages.

(iii)Rental loss  insurance in an amount  equal to at least one hundred  percent
     (100%) of the  aggregate  annual amount of all rents and  additional  rents
     payable by all of the tenants under the Leases  (whether or not such Leases
     are  terminable  in the  event of a fire or  casualty),  such  rental  loss
     insurance  to cover  rental  losses  for a period  of at least one (1) year
     after the date of the fire or  casualty  in  question.  The  amount of such
     rental loss insurance  shall be increased from time to time during the term
     of this Mortgage as and when new Leases and renewal Leases are entered into
     in  accordance  with the terms of this  Mortgage,  to reflect all increased
     rent and increased additional rent payable by all of the tenants under such
     renewal  Leases  and all rent and  additional  rent  payable  by all of the
     tenants under such new Leases.

(iv) Insurance  against  loss or damage from  explosion  of steam  boilers,  air
     conditioning  equipment,  high pressure  piping,  machinery and  equipment,
     pressure  vessels or similar  apparatus  now or hereafter  installed in the
     Improvements.

(v)  Such other insurance (including, without limitation,  earthquake insurance)
     as may from time to time be  reasonably  required by  Mortgagee in order to
     protect its interests or, in the event of a Secondary  Market  Transaction,
     as required by the Rating Agencies (as such terms are hereinafter defined).

     (c) All policies of insurance (the  "Policies")  required  pursuant to this
Paragraph 3 shall be issued by an insurer satisfactory to Mortgagee (and, in the
event of a Secondary Market  Transaction,  to the Rating  Agencies),  (ii) shall
contain the standard New York Mortgagee non-contribution clause naming Mortgagee
as the person to which all  payments  made by such  insurance  company  shall be
paid,  (iii) shall be maintained  throughout  the term of this Mortgage  without
cost to Mortgagee,  (iv) shall be delivered to Mortgagee, (v) shall contain such
provisions as Mortgagee deems  reasonably  necessary or desirable to protect its
interest  including,  without  limitation,  endorsements  providing that neither
Mortgagor,  Mortgagee  nor any other  party  shall be a  co-insurer  under  such
Policies  and that  Mortgagee  shall  receive  at least  thirty  (30) days prior
written  notice  of  any   modification  or  cancellation   and  (vi)  shall  be
satisfactory  in form  and  substance  to  Mortgagee  (and,  in the  event  of a
Secondary Market  Transaction,  to the Rating Agencies) and shall be approved by
Mortgagee (and, in the event of a Secondary  Market  Transaction,  by the Rating
Agencies)  as to amounts,  form,  risk  coverage,  deductibles,  loss payees and
insureds.  All  amounts  recoverable  thereunder  are  hereby  assigned  to  the
Mortgagee.  Not later than thirty (30) days prior to the expiration date of each
of the Policies,  Mortgagor will deliver to Mortgagee  satisfactory  evidence of
the renewal of each of the Policies.

     (d) If the Improvements shall be damaged or destroyed, in whole or in part,
by fire or other  casualty,  Mortgagor  shall  give  prompt  notice  thereof  to
Mortgagee  and  prior  to the  making  of any  repairs  thereto.  Following  the
occurrence of fire or other casualty, Mortgagor, regardless of whether insurance
proceeds  are payable  under the  Policies  or, if paid,  are made  available to
Mortgagor by  Mortgagee,  shall  promptly  proceed with the repair,  alteration,
restoration,  replacement or rebuilding of the  Improvements as near as possible
to their  value,  utility,  condition  and  character  prior to such  damage  or
destruction. Such repairs, alterations,  restoration, replacement and rebuilding
are herein collectively referred to as the "Restoration".  The Restoration shall
be performed in accordance with the following provisions:

(i)  Mortgagor  shall  procure,  pay for and furnish to Mortgagee true copies of
     all required governmental permits,  certificates and approvals with respect
     to the Restoration.

(ii) Mortgagor shall furnish Mortgagee, within thirty (30) days of the casualty,
     evidence  reasonably  satisfactory to Mortgagee of the cost to complete the
     Restoration.

(iii)If the  Restoration  involves  structural  work  or the  estimated  cost to
     complete  the  Restoration  exceeds  five  percent  (5%)  of  the  original
     principal amount of the Loan, the Restoration  shall be conducted under the
     supervision  of an architect  (the  "Architect")  selected by Mortgagor and
     approved by Mortgagee (which approval shall not be unreasonably  withheld),
     and no such  Restoration  shall be made except in accordance  with detailed
     plans  and  specifications,  detailed  cost  estimates  and  detailed  work
     schedules  approved by Mortgagee  (which approval shall not be unreasonably
     withheld).

(iv) If the estimated cost of the Restoration  shall exceed ten percent (10%) of
     the original principal amount of the Loan in the aggregate,  at the request
     of Mortgagee,  Mortgagor,  before  commencing  any work,  shall cause to be
     furnished  to  Mortgagee  a surety  bond or  bonds,  in form and  substance
     reasonably  satisfactory  to Mortgagee,  naming  Mortgagor and Mortgagee as
     co-obligees,  in an amount that is not less than the estimated  cost of the
     Restoration,   issued  by  a  surety   company  or   companies   reasonably
     satisfactory to Mortgagee.

(v)  The  Restoration  shall be prosecuted to completion  with all due diligence
     and in an expeditious and first class workmanlike  manner and in compliance
     with  all  laws  and  other   governmental   requirements,   all   permits,
     certificates and approvals,  all requirements or fire  underwriters and all
     insurance policies then in force with respect to the Real Property.

(vi) At all times when any work is in  progress,  Mortgagor  shall  maintain all
     insurance then required by law or customary with respect to such work, and,
     prior to the commencement of any work, shall furnish to Mortgagee duplicate
     originals or certificates of the policies therefor.

(vii)Upon  completion  of  the  Restoration,  Mortgagor  shall  obtain  (A)  any
     occupancy  permit  which may be required for the  Improvements  and (B) all
     other  governmental  permits,  certificates  and approvals and all permits,
     certificates and approvals of fire  underwriters  which are required for or
     with respect to the  Restoration,  and shall furnish true copies thereof to
     Mortgagee.

(viii) An Event of  Default  (as  hereinafter  defined)  shall be deemed to have
     occurred  under  this  Mortgage  if  Mortgagor,   after  having   commenced
     demolition  or  construction  of  any  Improvements,   shall  abandon  such
     demolition  or the  construction  work  or  shall  fail  to  complete  such
     demolition and construction within a reasonable time after the commencement
     thereof.

     (e) Mortgagor and Mortgagee  shall jointly  adjust and settle all insurance
claims,  provided,  however,  if an Event of Default  shall have occurred and be
continuing,  Mortgagee  shall have the right to adjust and  settle  such  claims
without the prior  consent of Mortgagor.  In the event of any insured loss,  the
payment  for such  loss  shall be made  directly  to  Mortgagee.  Any  insurance
proceeds  payable under any of the Policies may, at the option of Mortgagee,  be
used in one or more of the  following  ways:  (w)  applied to the  Indebtedness,
whether such  Indebtedness  then be matured or unmatured (such application to be
without  prepayment  fee or premium,  except that if an Event of Default,  or an
event which with notice and/or the passage of time, or both, would constitute an
Event of Default, has occurred and remains uncured,  then such application shall
be subject to the applicable  premium computed in accordance with the Note), (x)
used to fulfill  any of the  covenants  contained  herein as the  Mortgagee  may
determine,  (y)  used  to  replace  or  restore  the  property  to  a  condition
satisfactory to the Mortgagee, or (z) released to the Mortgagor. Notwithstanding
the foregoing, provided that: (i) not more than fifty percent (50%) of the gross
area of the  Improvements  is directly  affected by such damage,  destruction or
loss and the  amount  of the loss does not  exceed  fifty  percent  (50%) of the
original  principal  amount of the Loan,  (ii) no Event of Default or event that
with the passage of time or giving of notice or both would  constitute a default
has occurred hereunder,  under the Note or under any of the other Loan Documents
and remains uncured at the time of such application,  (iii) the insurer does not
deny  liability to any named  insured,  (iv) the Dress Barn Lease (as defined in
Section  5(a)  below)  shall  remain in full  force and effect as  confirmed  in
writing if requested by Mortgagee, (v) rental loss insurance is available and in
force and effect to offset in full any abatement of rent to which any tenant may
be entitled as a result of such damage,  destruction or loss, (vi) the remaining
Improvements  continue  at all times to  comply  with all  applicable  building,
zoning and other land use laws and regulations,  (vii) in Mortgagee's reasonable
judgment,  the  Restoration is practicable  and can be completed  within one (1)
year after the  damage,  destruction  or loss and at least one (1) year prior to
the Maturity Date (as such term is defined in the Note),  and (viii)  rebuilding
of the  Improvements  to  substantially  identical  size,  condition  and use as
existed prior to the casualty is permitted by all applicable laws and ordinances
((i) through (viii),  the "Restoration  Conditions"),  then all of such proceeds
shall be used for  Restoration.  Any  application  of insurance  proceeds to the
Indebtedness shall be to the unpaid installments of principal due under the Note
in the inverse order of their maturity, such that the regular payments under the
Note shall not be reduced or altered in any manner. In the event the Restoration
Conditions are satisfied (including that no Event of Default or event that, with
the passage of time or giving of notice or both,  would constitute a default has
occurred  hereunder,  under  the  Note or other  Loan  Documents)  or  Mortgagee
otherwise  elects to allow the use of such  proceeds for the  Restoration,  such
proceeds shall be disbursed in accordance with the following provisions:

(i)  Each  request for an advance of insurance  proceeds  shall be made on seven
     (7)  days'  prior  notice  to  Mortgagee  and  shall  be  accompanied  by a
     certificate of the Architect,  if one be required under Paragraph 3(d)(iii)
     above,  otherwise by an executive  officer or managing  general  partner or
     managing  member of Mortgagor,  stating (A) that all work completed to date
     has been performed in compliance with the approved plans and specifications
     and in  accordance  with all  provisions  of law, (B) the sum  requested is
     properly  required to reimburse  Mortgagor for payments by Mortgagor to, or
     is properly due to, the contractor, subcontractors,  materialmen, laborers,
     engineers,  architects or other persons rendering services or materials for
     the  Restoration   (giving  a  brief   description  of  such  services  and
     materials),  and that when added to all sums, if any, previously  disbursed
     by  Mortgagee,  does not  exceed  the value of the work done to the date of
     such certificate and (C) that the amount of such proceeds  remaining in the
     hands of Mortgagee  will be sufficient on completion of the work to pay the
     same in full (giving,  in such reasonable  detail as Mortgagee may require,
     an estimate of the cost of such completion).

(ii) Each  request for an advance of  insurance  proceeds  shall,  to the extent
     permitted  under  applicable  law,  be  accompanied  by  waivers  of  liens
     satisfactory to Mortgagee covering that part of the Restoration  previously
     paid for, if any, and by a search  prepared by a title  company or by other
     evidence reasonably  satisfactory to Mortgagee including without limitation
     a title  endorsement  satisfactory  to  Mortgagee if available in the state
     where the Real  Property  is  located,  that  there has not been filed with
     respect  to the  Real  Property  any  mechanic's  lien  or  other  lien  or
     instrument  and that there exist no  encumbrances  on or affecting the Real
     Property  other than the Permitted  Encumbrances  or otherwise  approved by
     Mortgagee. In addition to the foregoing,  the request for the final advance
     shall  be  accompanied  by (A) any  final  occupancy  permit  which  may be
     required  for  the  Improvements,   (B)  all  other  governmental  permits,
     certificates  and  approvals  and  all  other  permits  necessary  for  the
     occupancy and operation of the Real  Property,  (C) Tenant  estoppels  from
     tenants  whose  space was  affected  and (D) final  lien  waivers  from all
     contractors, subcontractors and materialmen.

(iii)No advance of insurance  proceeds shall be made if there exists an Event of
     Default or event  which with the passage of time or the giving of notice or
     both  would  constitute  a  default  on the part of  Mortgagor  under  this
     Mortgage, the Note or any other Loan Document.

(iv) If the cost of the  Restoration  (as reasonably  estimated by Mortgagee) at
     any time  shall  exceed  the  amount of the  insurance  proceeds  available
     therefor,  insurance proceeds shall not be advanced until Mortgagor, before
     commencing the Restoration or continuing the  Restoration,  as the case may
     be, shall deposit the full amount of the  deficiency  (or other  assurances
     reasonably  satisfactory to Mortgagee such as a letter of credit reasonably
     acceptable to Mortgagee)  with Mortgagee and the amount so deposited  shall
     first be applied toward the cost of the  Restoration  before any portion of
     the insurance proceeds is disbursed for such purpose.

     Upon completion of the  Restoration  and payment in full therefor,  or upon
failure on the part of Mortgagor  promptly to commence or diligently to continue
the Restoration,  or at any time upon request by Mortgagor,  Mortgagee may apply
the amount of any such  proceeds then or thereafter in the hands of Mortgagee to
the  payment  of  the  Indebtedness;  provided,  however,  that  nothing  herein
contained  shall  prevent  Mortgagee  from applying at any time the whole or any
part of such  proceeds  to the curing of any Event of Default  that has not been
cured within the  applicable  cure period under this  Mortgage,  the Note or any
other Loan Document.

     (f) Insurance proceeds and any additional funds deposited by Mortgagor with
Mortgagee shall constitute  additional security for the Indebtedness.  Mortgagor
shall execute,  deliver,  file and/or record, at its expense, such documents and
instruments  as Mortgagee  deems  necessary or advisable to grant to Mortgagee a
perfected,  first priority security interest in the insurance  proceeds and such
additional funds. If Mortgagee elects to have the insurance  proceeds applied to
Restoration,  (i) the  insurance  proceeds  shall be, at  Mortgagee's  election,
disbursed in installments by Mortgagee or by a disbursing  agent  ("Depository")
selected by Mortgagee and whose fees and expenses  shall be paid by Mortgagor in
the manner  provided  in  Paragraph  3(e) above and (ii) all costs and  expenses
incurred by Mortgagee in connection  with the  Restoration,  including,  without
limitation, reasonable counsel fees and costs, shall be paid by Mortgagor.

     4. Payment of Taxes, Etc.

     (a)  Mortgagor  shall pay all  taxes,  assessments,  water  rates and sewer
rents,  now or  hereafter  levied or assessed or imposed  against the  Mortgaged
Property or any part thereof (the  "Taxes")  and all ground  rents,  maintenance
charges, other governmental impositions,  and other charges, including,  without
limitation,  vault charges and license fees (collectively,  "Other Charges") for
the use of vaults, chutes and similar areas adjoining the Real Property, as same
become due and payable.  Mortgagor  will  deliver to  Mortgagee,  promptly  upon
Mortgagee's request, evidence satisfactory to Mortgagee that the Taxes and Other
Charges  have  been so paid and are not then  delinquent.  Mortgagor  shall  not
suffer  or  permit  any  lien or  charge  (including,  without  limitation,  any
mechanic's lien) against all or any part of the Mortgaged Property and Mortgagor
shall promptly  cause to be paid and  discharged  any lien or charge  whatsoever
which  may be or  become  a lien  or  charge  against  the  Mortgaged  Property.
Mortgagor shall promptly pay for all utility services  provided to the Mortgaged
Property.  In addition,  Mortgagee may, at its option,  retain the services of a
firm to  monitor  the  payment  of  Taxes,  the cost of which  shall be borne by
Mortgagor.

     (b)  Notwithstanding  the provisions of subsection (a) of this Paragraph 4,
Mortgagor  shall have the right to contest in good faith the amount or  validity
of any such Taxes, liens or Other Charges (including,  without  limitation,  tax
liens and mechanics'  liens)  referred to in subsection (a) above by appropriate
legal  proceedings  and in accordance  with all applicable law, after notice to,
but without cost or expense to, Mortgagee, provided that (i) no Event of Default
or event  that,  with the  passage  of time or giving  of notice or both,  would
constitute  a default  hereunder,  under the Note or other  Loan  Documents  has
occurred  and is  continuing,  (ii)  Mortgagor  pays such Taxes,  liens or Other
Charges as same  become due and  payable,  unless  Mortgagor  delivers  evidence
satisfactory to Mortgagee that, as a result of Mortgagor's contest,  Mortgagor's
obligation  to pay such Taxes,  liens or Other  Charges has been deferred by the
appropriate  governmental  authority,  in which event,  Mortgagor may defer such
payment of such Taxes,  liens or Other Charges until the date  specified by such
governmental  authority,  (iii) such contest  shall be promptly  and  diligently
prosecuted by and at the expense of Mortgagor,  (iv) Mortgagee shall not thereby
suffer  any  civil  penalty,  or be  subjected  to  any  criminal  penalties  or
sanctions, (v) such contest shall be discontinued and such Taxes, liens or Other
Charges  promptly paid if at any time all or any part of the Mortgaged  Property
shall be in imminent danger of being  foreclosed,  sold,  forfeited or otherwise
lost or if the  lien and  security  interest  created  by this  Mortgage  or the
priority  thereof shall be in imminent danger of being impaired,  (vi) Mortgagor
shall have set aside adequate reserves (in Mortgagee's judgment) for the payment
of such Taxes, liens or Other Charges,  together with all interest and penalties
thereon  and (vii)  Mortgagor  shall  have  furnished  such  security  as may be
required in the  proceeding or as may be requested by  Mortgagee,  to insure the
payment of any such Taxes,  liens or Other  Charges,  together with all interest
and penalties thereon.

     5. Reserve Fund.

     (a) Tax and Insurance  Fund.  Mortgagor shall pay to Mortgagee on the first
day of  each  calendar  month  such  amounts  as  Mortgagee  from  time  to time
reasonably estimates to be sufficient to create and maintain a reserve fund from
which (i) to pay the Taxes and Other Charges, at least thirty (30) days prior to
the date they are due without the payment of any penalties or interest, and (ii)
to pay, at least thirty (30) days prior to their due date for the renewal of the
coverage  afforded by the Policies upon the  expiration  thereof,  the insurance
premiums for the Policies estimated by Mortgagee to be payable on such due date,
(said  amounts in (i) and (ii)  above  hereafter  called the "Tax and  Insurance
Fund").  Notwithstanding the foregoing  provisions of this clause (a), Mortgagor
shall not be  required to create and  maintain a reserve  fund from which to pay
hazard  insurance  premiums as long as all of the  following  conditions  remain
satisfied:

(i)  no Event of Default shall have occurred and remain uncured;

(ii) the Mortgagor named herein, or a wholly-owned direct or indirect subsidiary
     of The Dress Barn,  Inc.  (The Dress Barn,  Inc. is herein  referred to as,
     "Dress Barn" or  "Tenant"),  is and shall remain the owner of the Mortgaged
     Property;

(iii)Dress Barn shall  maintain  a minimum  net worth of at least  $200,000,000,
     which net worth shall be reduced by any future stock  repurchases  by Dress
     Barn;

(iv) the lease of the Mortgaged Property from Mortgagor to Tenant as approved by
     Mortgagee  (the "Dress Barn Lease") (i)  continues in full force and effect
     and (ii) Tenant is not in default beyond any applicable  grace period under
     the Dress Barn Lease; and

(v)  Mortgagor  complies  with all of its  obligations  hereunder  and under the
     other Loan Documents  regarding  insurance,  including without  limitation,
     providing Mortgagee with timely evidence (1) that the required insurance is
     in place and in full  force and effect for the  Mortgaged  Property  and is
     never  suspended nor are payments for insurance  premiums ever  delinquent,
     and (2) that all insurance premiums are paid in full.

     In the event a reserve fund for such  insurance  premiums shall be required
hereunder,  Mortgagor shall have the option of  substituting  the requirement to
make  monthly  cash  installment  payments  of such  premiums  into  the Tax and
Insurance  Fund with  delivery  to  Mortgagee  of a letter of credit  payable to
Mortgagee  in such  amount  as  Mortgagee  estimates  to be the  annual  cost of
insurance.  Such letter of credit shall be in form and substance satisfactory to
Mortgagee and from a bank satisfactory to Mortgagee.

     Mortgagor  shall also have the option of  substituting  the  requirement to
make monthly cash installment  payments for Taxes and Other Charges into the Tax
and Insurance Fund with delivery to Mortgagee of a letter of credit in an amount
equal to the annual real estate  taxes.  Such letter of credit  shall be in form
and  substance  satisfactory  to  Mortgagee  and  from  a bank  satisfactory  to
Mortgagee.  In the event that Mortgagor elects the option of monthly deposits to
a reserve fund,  Mortgagee shall hold such funds in an interest-bearing  account
established in a bank,  which account and bank shall be acceptable to Mortgagee,
and the costs of setting up such account shall be borne by Mortgagor.  Mortgagor
shall execute  Mortgagee's Tax and Insurance Escrow Agreement which shall govern
such tax deposit account.

     (b)  Replacement  Reserve Fund. If required by Mortgagee,  Mortgagor  shall
enter into a Replacement  Reserve Agreement which shall require Mortgagor to pay
to Mortgagee on the first day of each calendar  month one twelfth  (1/12) of the
amount  reasonably  estimated by Mortgagee  to be due for the  replacements  and
capital  repairs  required  to be made to the  Mortgaged  Property  during  each
calendar year (the  "Replacement  Reserve  Fund").  Mortgagee  shall timely make
disbursements  from the Replacement  Reserve Fund on a quarterly basis for items
specified in the Replacement Reserve Agreement as set forth in such Agreement in
amounts reasonably determined by Mortgagee.  Mortgagee may require an inspection
of the  Mortgaged  Property  prior to making a  disbursement  in order to verify
completion of replacements and repairs. Mortgagee reserves the right to make any
disbursement from the Replacement  Reserve Fund directly to the party furnishing
materials  and/or  services.  Notwithstanding  the foregoing  provisions of this
clause (b),  Mortgagor  shall not be  required to create and  maintain a reserve
fund  for  capital  repairs  and  replacements  as long as all of the  following
conditions are satisfied:

(i)  no Event of Default shall have occurred and remain uncured;

(ii) the Mortgagor named herein, or a wholly-owned direct or indirect subsidiary
     of Dress Barn, is and shall remain the owner of the Mortgaged Property;

(iii)Mortgagor  complies  with  all  of  its  obligations   hereunder  regarding
     maintaining  the  Mortgaged   Property,   including,   without  limitation,
     maintaining the Mortgaged Property in good order and repair;

(iv) Dress Barn shall  maintain  a minimum  net worth of at least  $200,000,000,
     which net worth shall be reduced by any future stock  repurchases  by Dress
     Barn; and

(v)  the Dress Barn Lease (i) continues in full force and effect and (ii) Tenant
     is not in default beyond any  applicable  grace period under the Dress Barn
     Lease.

     In the  event  that  the  suspension  of the  requirement  for  replacement
reserves is revoked for any of the aforementioned reasons,  Mortgagee shall hold
the Replacement  Reserve Fund in an  interest-bearing  account  established in a
bank, which account and bank shall be acceptable to Mortgagee,  and the costs of
setting  up and  maintaining  such  account  shall be  borne  by the  Mortgagor.
Mortgagor shall execute  Mortgagee's  Replacement  Reserve Agreement which shall
govern such Replacement Reserve Fund account. Mortgagor shall have the option of
substituting  a letter  of  credit  in an  amount  equal to the  annual  reserve
requirement  and the  required  accrued  balance in said  account in lieu of the
monthly  cash  deposits.  Such letter of credit  shall be in form and  substance
satisfactory to Mortgagee and from a bank satisfactory to Mortgagee.

     (c) Tenant  Improvement  and  Leasing  Commission  Reserve.  If required by
Mortgagee,   Mortgagor  shall  enter  into  a  Tenant  Improvement  and  Leasing
Commission  Agreement  which shall require  Mortgagor to pay to Mortgagee on the
first day of each calendar  month deposits for tenant  improvements  and leasing
commissions  in  amounts   reasonably   determined  by  Mortgagee  in  its  sole
discretion,  for  payment  of  costs  and  expenses  incurred  by  Mortgagor  in
connection  with the  performance  of work to  refit  and  release  space in the
Improvements  that is currently  vacant or  anticipated to be vacated during the
term of the Loan, and for payment of leasing  commissions  incurred by Mortgagor
in connection with the releasing of space in the Improvements  that is currently
vacant or  anticipated  to be vacated  during the term of the Loan (the  "Tenant
Improvement and Leasing  Commission  Reserve Fund"), all according to the Tenant
Improvement  and Leasing  Commission  Agreement.  Notwithstanding  the foregoing
provisions  of this  clause (c),  Mortgagor  shall not be required to create and
maintain a reserve fund for tenant  improvements and leasing commissions as long
as all of the following conditions are satisfied:

(i)  no Event of Default shall have occurred and remain uncured;

(ii) the Mortgagor named herein, or a wholly-owned direct or indirect subsidiary
     of Dress Barn, is and shall remain the owner of the Mortgaged Property;

(iii)Mortgagor complies with all of its obligations  hereunder  regarding leases
     at the Mortgaged Property;

(iv) Dress Barn shall  maintain  a minimum  net worth of at least  $200,000,000,
     which net worth shall be reduced by any future stock  repurchases  by Dress
     Barn; and

(v)  the Dress Barn Lease (i) continues in full force and effect and (ii) Tenant
     is not in default beyond any  applicable  grace period under the Dress Barn
     Lease.

     In the event that the suspension of the requirement for tenant improvements
and  leasing  commissions  is  revoked  for any of the  aforementioned  reasons,
Mortgagee shall hold the Tenant  Improvement and Leasing Commission Reserve Fund
in an interest  bearing  account  established in a bank,  which account and bank
shall be acceptable to  Mortgagee,  and the costs of setting up and  maintaining
such account shall be borne by Mortgagor.  Mortgagor  shall execute  Mortgagee's
Tenant  Improvement and Leasing  Commission Reserve Agreement which shall govern
such Tenant Improvement and Leasing  Commission Reserve Fund account.  Mortgagor
shall have the option of  substituting  a letter of credit in an amount equal to
the annual tenant improvement and leasing  commissions  reserve  requirement and
the  required  accrued  balance  in said  account  in lieu of the  monthly  cash
deposits.  Such letter of credit shall be in form and substance  satisfactory to
Mortgagee and from a bank satisfactory to Mortgagee.

     (d) Repair and  Remediation  Reserve  Fund. If required by Mortgagee at the
closing of the Loan,  Mortgagor shall enter into a Reserve Agreement for Repairs
and shall pay to Mortgagee the estimated  cost to complete any required  repairs
(the  "Repair  and  Remediation  Reserve  Fund") as more fully set forth in said
Agreement.

     The  amounts  in  (a),  (b),  (c)  and  (d)  above  shall   hereinafter  be
collectively  called the "Reserve Fund".  Mortgagor  hereby pledges to Mortgagee
any and all monies now or hereafter  deposited as the Reserve Fund as additional
security for the payment of the  Indebtedness.  Mortgagee  may apply the Reserve
Fund to payments of Taxes, Other Charges, insurance premiums and, as applicable,
payments for replacements and capital repairs,  tenant  improvements and leasing
commissions  and  repairs  and  remediations  required  to be made by  Mortgagor
pursuant  to the  terms  hereof  or  pursuant  to the  terms of any  other  Loan
Documents (even though subsequent  owners of the Mortgaged  Property may benefit
thereby)  in the  event  that  Mortgagor  fails  to make  such  payments  within
applicable periods; provided,  however, if there is an Event of Default which is
continuing, then Mortgagee may credit such Reserve Fund against the Indebtedness
in such  priority and  proportions  as Mortgagee  in its  discretion  shall deem
proper. If the Reserve Fund is not sufficient to fully pay for the Taxes,  Other
Charges  and/or  the  insurance   premiums  or,  as   applicable,   amounts  for
replacements and capital repairs,  tenant  improvements and leasing  commissions
and repairs and remediation when due, Mortgagor shall promptly pay to Mortgagee,
upon demand,  an amount which  Mortgagee shall estimate as sufficient to make up
the  deficiency.  The Reserve Fund shall not  constitute a trust fund and may be
commingled  with other monies held by Mortgagee.  No earnings or interest on the
Reserve  Fund  shall be  payable  to  Mortgagor,  except as  otherwise  provided
hereinabove.

     6. Condemnation.  Mortgagor shall promptly give Mortgagee written notice of
the actual or threatened  commencement  of any  condemnation  or eminent  domain
proceeding and shall deliver to Mortgagee copies of any and all papers served in
connection  with such  proceedings.  Following the occurrence of a condemnation,
Mortgagor,  regardless of whether an award is available,  shall promptly proceed
to  restore,   repair,  replace  or  rebuild  the  Improvements  to  the  extent
practicable  to be of at  least  equal  value  and  of  substantially  the  same
character as prior to such condemnation (the "Condemnation Restoration"), all to
be effected in accordance with applicable law. Notwithstanding any taking by any
public or quasi-public  authority through eminent domain or otherwise (including
but not  limited  to any  transfer  made in  lieu of or in  anticipation  of the
exercise of such taking),  Mortgagor  shall continue to pay the  Indebtedness at
the time  and in the  manner  provided  for its  payment  in the  Note,  in this
Mortgage and the other Loan Documents and the Indebtedness  shall not be reduced
until any award or payment  therefor  shall have been  actually  received  after
expenses  of  collection  and  applied  by  Mortgagee  to the  discharge  of the
Indebtedness.   Mortgagor   shall  cause  the  award  or  payment  made  in  any
condemnation or eminent domain proceeding,  which is payable to Mortgagor, to be
paid directly to Mortgagee.  Mortgagee  may, at  Mortgagee's  election,  use the
award in any one or more of the  following  ways:  (a) apply  any such  award or
payment (for purposes of this Paragraph 6, the award or payment that may be made
in any  condemnation  or eminent domain  proceeding  shall mean the entire award
allocated  to Mortgagor in any  capacity) to the  discharge of the  Indebtedness
whether or not then due and payable (such  application to be without  prepayment
fee or  premium,  except  that if an Event of  Default,  or an event  which with
notice  and/or  the  passage  of time,  or both,  would  constitute  an Event of
Default, has occurred and is continuing,  then such application shall be subject
to the applicable  premium  computed in accordance  with the Note),  (b) use the
same or any part thereof to fulfill any of the covenants contained herein as the
Mortgagee  may  determine,  (c) use the same or any part  thereof  to replace or
restore the Mortgaged Property to a condition satisfactory to the Mortgagee,  or
(d) release the same to the Mortgagor;  provided,  however, if (i) the amount of
the award is not more than $100,000,  (ii) the  condemnation  does not cause the
default  or  termination  of any  lease of the  Property,  (iii)  the  continued
compliance  of  the  Property  with  applicable  loss,  regulations  and  codes,
including  without  limitation,  zoning  ordinances,  and (iv) the  ordinary use
occupancy and access of the Property is not adversely  affected,  then Mortgagee
shall  elect  clause (c)  above.  If the  Mortgaged  Property  is sold,  through
foreclosure  or  otherwise,  prior to the receipt by  Mortgagee of such award or
payment, Mortgagee shall have the right, whether or not a deficiency judgment on
the Note shall have been sought,  recovered or denied,  to receive said award or
payment or a portion thereof sufficient to pay the Indebtedness.

     7. Leases and Rents.

     (a)  Mortgagor  does  hereby  absolutely  and  unconditionally   assign  to
Mortgagee  its right,  title and  interest in all current and future  Leases and
Rents  and  all  proceeds  from  the  sale,  cancellation,  surrender  or  other
disposition of the Leases,  it being intended by Mortgagor that this  assignment
constitutes a present,  absolute assignment and not an assignment for additional
security  only.  Such  assignment  to  Mortgagee  shall not be construed to bind
Mortgagee to the  performance of any of the covenants,  conditions or provisions
contained  in any  such  Lease  or  otherwise  to  impose  any  obligation  upon
Mortgagee.  Mortgagor agrees to execute and deliver to Mortgagee such additional
instruments in form and substance satisfactory to Mortgagee, as may hereafter be
requested  by  Mortgagee  to  further  evidence  and  confirm  such  assignment.
Nevertheless,  subject to the terms of this  Paragraph  7,  Mortgagee  grants to
Mortgagor a revocable  license to operate and manage the Mortgaged  Property and
to collect  the Rents.  Mortgagor  shall  hold the Rents,  or a portion  thereof
sufficient to discharge all current sums due on the  Indebtedness,  in trust for
the benefit of Mortgagee  for use in the payment of such sums.  The grant of the
foregoing  license is subject to the  provisions  of Paragraph 1 of the separate
Assignment of Leases and Rents of even date herewith granted by the Mortgagor as
"Assignor" to the Mortgagee as "Assignee" with respect to the Mortgaged Property
("Assignment of Leases and Rents").  Upon the occurrence of an Event of Default,
the license  granted to  Mortgagor  herein  shall be  automatically  revoked and
Mortgagee shall  immediately be entitled to possession of all Rents,  whether or
not Mortgagee enters upon or takes control of the Mortgaged Property.  Mortgagee
is hereby granted and assigned by Mortgagor the right,  at its option,  upon the
revocation of the license granted herein to enter upon the Mortgaged Property in
person, by agent or by court-appointed  receiver to collect the Rents. Any Rents
collected  after the  revocation  of the license  herein  granted may be applied
toward payment of the  Indebtedness in such priority and proportion as Mortgagee
in its discretion  shall deem proper.  It is further the intent of Mortgagor and
Mortgagee that the Rents hereby  absolutely  assigned are no longer,  during the
term of this  Mortgage,  property  of  Mortgagor  or  property  of any estate of
Mortgagor  as  defined  in  Section  541 of the  Bankruptcy  Code and  shall not
constitute collateral, cash or otherwise, of Mortgagor. The term "Rents" as used
herein shall mean the gross rents without deduction or offsets of any kind.

     (b) All Leases  executed after the date of this Mortgage shall provide that
they are  subordinate  to this  Mortgage and that the lessee agrees to attorn to
Mortgagee; provided, however, that nothing herein shall affect Mortgagee's right
to designate  from time to time any one or more Leases as being superior to this
Mortgage and Mortgagor shall execute and deliver to Mortgagee and shall cause to
be executed and  delivered  to  Mortgagee  from each tenant under such Lease any
instrument  or  agreement  as  Mortgagee  may deem  necessary to make such Lease
superior to this  Mortgage.  Upon  request,  Mortgagor  shall  promptly  furnish
Mortgagee with executed copies of all Leases.

     (c) Mortgagor shall not, without the prior consent of Mortgagee,  (i) lease
all or any part of the Mortgaged Property, (ii) alter or change the terms of any
Lease or cancel or  terminate,  abridge  or  otherwise  modify  the terms of any
Lease, provided, however, that Mortgagor may modify, amend, surrender, cancel or
terminate any Lease in the Mortgaged Property,  other than the Dress Barn Lease,
so long as (aa) the Dress Barn Lease  shall  provide  that in the event that any
space at the Mortgaged  Property is no longer  subject to a Lease due to another
building tenant's lease expiration,  lease default or otherwise,  the Dress Barn
Lease shall  automatically  spread over and incorporate as demised premises such
other  tenant's  space  at a rent  equal  to the most  recent  rent  paid by the
previous  third party tenant and  otherwise on the same terms and  provisions as
the Dress Barn Lease,  including,  but not limited to,  containing an expiration
date of March  31,  2023,  and  upon  such  spreading  and  incorporation,  such
additional  space shall be deemed to be space demised under the Dress Barn Lease
for all  purposes,  and (bb) Dress Barn  shall have and  maintain a minimum  net
worth as  determined  by  Mortgagee  of at least  $225,000,000,  which net worth
requirement  shall be  reduced by the  amount of any stock  repurchases  made by
Dress Barn after the date of this  Mortgage,  (iii) consent to any assignment of
or  subletting  under any  Lease not in  accordance  with its  terms,  provided,
however,  that Dress Barn may sublease  space demised under the Dress Barn Lease
to third parties without Mortgagee's  consent,  provided that Dress Barn remains
primarily liable for all space demised under the Dress Barn Lease,  (iv) cancel,
terminate,  abridge or  otherwise  modify any guaranty of any Lease or the terms
thereof, (v) collect or accept prepayments of installments of Rents for a period
of more than one (1) month in advance other than security  deposits  received in
the ordinary  course of business or (vi) further assign the whole or any part of
the Leases or the Rents, provided, however, that

     (d) With  respect to each  Lease,  Mortgagor  shall (i) observe and perform
each and  every  provision  thereof  on the  lessor's  part to be  fulfilled  or
performed  under each Lease and not do or permit to be done  anything  to impair
the  value  of the  Lease as  security  for the  Loan,  including  surrender  or
voluntary  termination of any Lease,  (ii) promptly send to Mortgagee  copies of
all notices of default which Mortgagor shall send or receive  thereunder,  (iii)
enforce all of the terms,  covenants and conditions contained in such Lease upon
the lessee's part to be performed,  short of termination  thereof,  (iv) execute
and  deliver,  at  the  request  of  Mortgagee,  all  such  further  assurances,
confirmations  and  assignments  in connection  with the  Mortgaged  Property as
Mortgagee  shall,  from  time to time,  require  and (v) upon  request,  furnish
Mortgagee with executed  copies of all Leases.  Upon the occurrence of any Event
of Default  under this  Mortgage,  Mortgagor  shall pay, at  Mortgagee's  option
monthly in advance to Mortgagee, or any receiver appointed to collect the Rents,
the fair and reasonable rental value for the use and occupation of the Mortgaged
Property or part of the  Mortgaged  Property as may be occupied by  Mortgagor or
any one  Mortgagor and upon default in any such payment  Mortgagor  shall vacate
and  surrender  possession  of the  Mortgaged  Property to  Mortgagee or to such
receiver  and,  in  default  thereof,   Mortgagor  may  be  evicted  by  summary
proceedings or otherwise.

     (e) All  security  deposits of tenants,  whether  held in cash or any other
form,  shall not be commingled  with any other funds of Mortgagor  and, if cash,
shall be deposited by Mortgagor at such  commercial  or savings bank or banks as
may be reasonably satisfactory to Mortgagee.  Any bond or other instrument which
Mortgagor  is  permitted  to hold in lieu of cash  security  deposits  under any
applicable  legal  requirements  shall be maintained in full force and effect in
the full amount of such deposits unless replaced by cash deposits as hereinabove
described,  shall  be  issued  by  an  institution  reasonably  satisfactory  to
Mortgagee,  shall,  if  permitted  pursuant  to  any  legal  requirements,  name
Mortgagee as payee or Mortgagee  thereunder (or at Mortgagee's  option, be fully
assignable to Mortgagee) and shall, in all respects,  comply with any applicable
legal  requirements  and  otherwise be  reasonably  satisfactory  to  Mortgagee.
Mortgagee  hereby  understands and agrees that Mortgagee shall not have approval
rights with respect to the existing letters of credit held as security  deposits
under leases of the Property,  but that  Mortgagee's  approval shall be required
with  respect to any  renewal or  replacement  thereof.  Mortgagor  shall,  upon
request, provide Mortgagee with evidence reasonably satisfactory to Mortgagee of
Mortgagor's  compliance with the foregoing.  Following the occurrence and during
the  continuance  of any Event of Default,  Mortgagor  shall,  upon  Mortgagee's
request,  if  permitted  by any  applicable  legal  requirements,  turn  over to
Mortgagee the security  deposits (and any interest  theretofore  earned thereon)
with  respect to all or any  portion of the  Mortgaged  Property,  to be held by
Mortgagee subject to the terms of the Leases.

     8.  Maintenance  and Use of Mortgaged  Property.  Mortgagor  shall keep and
maintain  at its sole cost and  expense,  or shall cause Dress barn or any other
tenant  at the  Mortgaged  Property  under a Lease  to keep  and  maintain,  the
Mortgaged Property, including, without limitation, parking lots and recreational
and  landscaped  portions  thereof,  if any,  in good order and  condition.  The
Improvements and the Equipment shall not be diminished,  removed,  demolished or
materially  altered  (except for normal  replacement of Equipment) and Mortgagor
shall not erect any new  buildings,  structures  or  building  additions  on the
Mortgaged  Property without the prior consent of Mortgagee.  So long as no Event
of Default shall have occurred and be continuing, Mortgagor shall have the right
at any time and from time to time after providing  Mortgagee with written notice
to make or cause  to be made  reasonable  alterations  of and  additions  to the
Mortgaged Property or any part thereof, provided that any alteration or addition
(i) shall not change the general  character of the Mortgaged  Property or reduce
the fair market value thereof below its value immediately before such alteration
or  addition,  or impair  the  usefulness  of the  Mortgaged  Property,  (ii) is
effected with due diligence,  in a good and workmanlike manner and in compliance
with  all  applicable  laws  and with all  provisions  of any  insurance  policy
covering or  applicable to the Mortgaged  Property and all  requirements  of the
issuers thereof, (iii) is promptly and fully paid for, or caused to be paid for,
by Mortgagor,  (iv) the estimated  cost of such  alteration or addition does not
exceed five percent (5%) of the original  principal  amount of the Loan, and (v)
is made under the supervision of a qualified  architect or engineer,  (vi) shall
not violate the terms of any Leases, and (vii) upon completion,  Mortgagor shall
provide  Mortgagee  with (aa) a  satisfactory  final  improvement  survey if the
footprint of the building has been altered,  (bb),  any final  occupancy  permit
which may be required for the Improvements, (cc) all other governmental permits,
certificates and approvals and all other permits,  certificates and approvals of
fire  underwriters  which are  required  with  respect  to the  alterations  and
additions  and the use and  occupancy  thereof,  and shall  furnish  true copies
thereof  to  Mortgagee,  and (dd)  final  lien  waivers  from  all  contractors,
subcontractors and materialmen.  Mortgagee  acknowledges that Par Pharmacutical,
Inc., a tenant currently at the Mortgaged  Property,  is currently  constructing
certain  tenant  improvements  to its premises as  described  in the  Borrower's
Certificate, which are not subject to the foregoing provisions of this Paragraph
8.  Mortgagor  shall  promptly  comply  with all  laws,  orders  and  ordinances
affecting the Mortgaged Property,  or the use thereof,  provided,  however, that
nothing in the foregoing clause shall require  Mortgagor to comply with any such
law, order or ordinance so long as Mortgagor  shall in good faith,  after notice
to, but without cost or expense to, Mortgagee, contest the validity of such law,
order or ordinance by appropriate  legal  proceedings and in accordance with all
applicable  law, which  proceedings  must operate to prevent (i) the enforcement
thereof,  (ii) the  payment of any fine,  charge or  penalty,  (iii) the sale or
forfeiture of the Mortgaged Property or any part thereof,  (iv) the lien of this
Mortgage and the priority  thereof from being  impaired,  (v) the  imposition of
criminal liability on Mortgagee and (vi) the imposition, unless stayed, of civil
liability on Mortgagee;  provided that during such contest  Mortgagor  shall, at
the option of Mortgagee,  provide cash, bonds or other security  satisfactory to
Mortgagee,  indemnifying and protecting Mortgagee against any liability, loss or
injury by reason of such non-compliance or contest,  and provided further,  that
such contest shall be promptly and  diligently  prosecuted by and at the expense
of Mortgagor.  Mortgagor shall promptly,  at its sole cost and expense,  repair,
replace or rebuild any part of the Mortgaged  Property which may be destroyed by
any casualty, or become damaged, worn or dilapidated. Mortgagor shall not commit
any waste at the Mortgaged  Property.  Mortgagor  shall not  initiate,  join in,
acquiesce  in or  consent  to any change in any  private  restrictive  covenant,
zoning law or other public or private restriction, limiting or defining the uses
which  may be made of the  Mortgaged  Property  or any  part  thereof.  If under
applicable  zoning  provisions  the use of all or any  portion of the  Mortgaged
Property is or shall become a  nonconforming  use,  Mortgagor  will not cause or
permit  such  nonconforming  use to be  discontinued  or  abandoned  without the
express  consent of  Mortgagee.  Mortgagor  covenants  and agrees  that it shall
operate the Mortgaged Property at all times as a first-class  office,  warehouse
and distribution facility and a warehouse retail outlet.

     9. Transfer or  Encumbrance  of the Mortgaged  Property or Interests in the
Mortgagor; Other Indebtedness .

     (a) Mortgagor  acknowledges  that  Mortgagee has examined and relied on the
creditworthiness  and experience of Mortgagor in owning and operating properties
such as the Mortgaged  Property in agreeing to make the Loan, and that Mortgagee
will continue to rely on  Mortgagor's  ownership of the Mortgaged  Property as a
means of  maintaining  the  value of the  Mortgaged  Property  as  security  for
repayment of the Indebtedness. Mortgagor acknowledges that Mortgagee has a valid
interest  in  maintaining  the value of the  Mortgaged  Property so as to ensure
that, should Mortgagor  default in the repayment of the Indebtedness,  Mortgagee
can recover the  Indebtedness  by a sale of the  Mortgaged  Property.  Mortgagor
shall not,  without  the prior  written  consent  of  Mortgagee,  sell,  convey,
alienate,  mortgage,  encumber,  pledge  or  otherwise  transfer  the  Mortgaged
Property  or any part  thereof or  interest  therein,  or permit  the  Mortgaged
Property  or any  part  thereof  to be  sold,  conveyed,  alienated,  mortgaged,
encumbered, pledged or otherwise transferred.

     (b) A  sale,  conveyance,  alienation,  mortgage,  encumbrance,  pledge  or
transfer  within the meaning of this  Paragraph 9 shall be deemed to include (i)
an installment  sales agreement  wherein  Mortgagor agrees to sell the Mortgaged
Property  or any part  thereof for a price to be paid in  installments,  (ii) an
agreement  by  Mortgagor  leasing  all or a  substantial  part of the  Mortgaged
Property for other than actual occupancy by a space tenant thereunder or a sale,
assignment  or other  transfer  of,  or the  grant of a  security  interest  in,
Mortgagor's  right,  title and interest in and to any Leases or any Rents, (iii)
if Mortgagor, any guarantor of Non-Recourse Carveout Obligations (as hereinafter
defined),  any other guarantor,  any indemnitor of environmental  liabilities or
any general  partner or managing member of Mortgagor or of any such guarantor or
indemnitor is a  corporation,  the voluntary or  involuntary  sale,  assignment,
conveyance  or  transfer  of  such  corporation's  stock  (or the  stock  of any
corporation directly or indirectly  controlling such corporation by operation of
law or otherwise) or the creation or issuance of new stock in one or a series of
transactions  by which an  aggregate  of more  than  ten  percent  (10%) of such
corporation's  stock  shall  be  vested  in a party or  parties  who are not now
stockholders  or  any  change  in the  control  of  such  corporation,  (iv)  if
Mortgagor,  any  guarantor,  of  Non-Recourse  Carveout  Obligations,  any other
guarantor or any indemnitor of environmental  liabilities or any general partner
or managing member of Mortgagor or any such guarantor or indemnitor is a limited
or general partnership,  joint venture or limited liability company, the change,
removal, resignation or addition of a general partner, managing partner, limited
partner, joint venturer or member or the transfer of the partnership interest of
any general partner,  managing partner or limited partner or the transfer of the
interest of any joint venturer or member, and (v) if Mortgagor, any guarantor of
Non-Recourse  Carveout  Obligations or any other  guarantor or any indemnitor of
environmental  liabilities,  is an entity,  whether  one of the  above-mentioned
entities or not,  any change in the  ownership  or control of such  entity,  any
merger,  consolidation or dissolution or syndication  affecting such entity,  or
the  transfer,  sale,  assignment or pledge of any interest in such entity or in
any person,  directly or indirectly,  controlling  such entity or in any general
partner  or  managing  member  thereof,  whether  at one time or in a series  of
related transactions.

     (c) Mortgagee shall not be required to demonstrate any actual impairment of
its security or any increased risk of default  hereunder in order to declare the
Indebtedness  immediately  due and payable upon  Mortgagor's  sale,  conveyance,
alienation,  mortgage, encumbrance, pledge or transfer of the Mortgaged Property
without  Mortgagee's  consent.   This  provision  shall  apply  to  every  sale,
conveyance,  alienation,  mortgage,  encumbrance,  pledge  or  transfer  of  the
Mortgaged  Property  regardless  of whether  voluntary or not, or whether or not
Mortgagee has consented to any previous sale, conveyance,  alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property.

     (d)  Mortgagee's  consent  to a  sale,  conveyance,  alienation,  mortgage,
encumbrance,  pledge or transfer of the  Mortgaged  Property or any other action
described in this  Paragraph 9 shall not be deemed to be a waiver of Mortgagee's
right to  require  such  consent  to any future  occurrence  of same.  Any sale,
conveyance,  alienation,  mortgage,  encumbrance,  pledge  or  transfer  of  the
Mortgaged  Property or other action made in  contravention  of this  Paragraph 9
shall be null and void and of no force and effect.

     (e) Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand
for  all  reasonable  expenses   (including,   without  limitation,   reasonable
attorneys'  fees and  disbursements,  title  search  costs and  title  insurance
endorsement  premiums)  incurred by  Mortgagee  in  connection  with the review,
approval and documentation of any such sale, conveyance,  alienation,  mortgage,
encumbrance, pledge or transfer.

     (f) Notwithstanding  the foregoing,  Mortgagee shall permit a one-time sale
or transfer of the Mortgaged Property, provided that:

(i)  no Event of Default or event  which with the giving of notice or passage of
     time would  constitute  an Event of Default  shall have occurred and remain
     uncured;

(ii) the proposed  transferee  ("Transferee"),  the  guarantors of  Non-Recourse
     Carveout  Obligations,   any  other  guarantor,   and  the  indemnitors  of
     environmental  liabilities  shall be reputable  entities or persons of good
     character,  creditworthy,  with sufficient  financial worth considering the
     obligations  assumed and undertaken,  as evidenced by financial  statements
     and other information reasonably requested by Mortgagee;

(iii)the Transferee and its property  manager shall have  sufficient  experience
     in the  ownership and  management  of  properties  similar to the Mortgaged
     Property,  and Mortgagee shall be provided with reasonable evidence thereof
     (and  Mortgagee  reserves  the  right to  approve  the  Transferee  without
     approving the substitution of the property manager);

(iv) that  Mortgagee  has  received  a written  request  for  approval  from the
     Mortgagor  at  least  sixty  (60)  days  prior  to  the  proposed  transfer
     (including a description of the proposed  terms of the transfer),  together
     with a diagram showing the legal structure of the Transferee,  the proposed
     guarantors  of  Non-Recourse  Carveout  Obligations,   any  other  proposed
     guarantors,  and the proposed indemnitors of environmental  liabilities and
     all of the constituent  entities of each, after the contemplated  transfer,
     and a list of the names,  types of interests and ownership  percentages  of
     all persons to have  ownership  interests  in any of the  foregoing  or any
     constituent entity thereof,  financial statements for all such entities and
     an administrative fee of $5,000,  which shall be deemed fully earned on the
     date of receipt and shall be retained by Mortgagee regardless of whether or
     not the transfer occurs and whether or not approval is given;

(v)  Mortgagee and its counsel have received (aa)  certification  from Mortgagor
     and the  Transferee  that the proposed  terms of the transfer  described in
     subparagraph  9(f)(iv) are the actual terms of the transfer,  (bb) evidence
     of casualty insurance and other applicable  insurance,  (cc) all corporate,
     partnership  or other  entity  documents  and (dd) all other  certificates,
     legal  opinions,  title  materials and other  documents which Mortgagee may
     reasonably require,  all in form and substance  reasonably  satisfactory to
     Mortgagee, at least thirty (30) days prior to the proposed transfer;

(vi) Mortgagee  be provided  reasonably  satisfactory  evidence  concerning  the
     effect of any change in the real  estate  taxes to result from the sale and
     the effect of such  change on the  ability  of the  Mortgaged  Property  to
     generate a cash flow  sufficient to pay the debt service on the Loan and to
     maintain a debt service coverage ratio satisfactory to Mortgagee;

(vii)to  the  extent  applicable,  Mortgagee  shall  have  received  in  writing
     evidence from the Rating Agencies to the effect that such transfer will not
     result  in a  re-qualification,  reduction  or  withdrawal  of  any  rating
     initially  assigned or to be assigned  in a  Secondary  Market  Transaction
     together  with  such  legal  opinions  as may be  requested  by the  Rating
     Agencies.  The term  "Rating  Agencies"  as used herein  shall mean each of
     Standard & Poor's Ratings Group,  Moody's Investors  Service,  Inc., Duff &
     Phelps  Credit  Rating  Co.,  Fitch  Investors  Service,  Inc. or any other
     nationally-recognized  statistical  rating  agency who shall then be rating
     the  certificates  or securities  issued in  connection  with the Secondary
     Market Transaction;

(viii) the Transferee and its constituent  entities shall comply with all of the
     Single Purpose  Entity/Separateness  requirements set forth in Paragraph 19
     hereof;

(ix) the Transferee shall have executed and delivered to Mortgagee an assumption
     agreement in form and substance  acceptable to Mortgagee,  evidencing  such
     Transferee's agreement to abide and be bound by the terms of the Note, this
     Mortgage and the other Loan Documents,  together with an executed  guaranty
     of  Non-Recourse  Carveout  Obligations  and  any  other  guaranty  from an
     approved  guarantor  and  an  executed  separate  environmental   indemnity
     agreement from an approved indemnitor, all in form and substance reasonably
     acceptable  to  Mortgagee,  and such  legal  opinions  and title  insurance
     endorsements as may be reasonably requested by Mortgagee; and

(x)  Mortgagee  shall have received an assumption  fee equal to one percent (1%)
     of the then  unpaid  principal  balance  of the  Note  (against  which  the
     administrative  fee shall be  credited)  in  addition to the payment of all
     costs and expenses incurred by Mortgagee in connection with such assumption
     (including reasonable attorney's fees and costs).

     In the event all of the  foregoing  conditions  are satisfied and Mortgagee
consents  to the  sale  or  transfer,  Mortgagee  agrees  to  release  (aa)  the
transferor   Mortgagor  and  the  prior  guarantors  of  Non-Recourse   Carveout
Obligations with respect to matters first arising solely after the transfer, and
(bb) the prior  indemnitors  of  environmental  liabilities  with  respect  to a
presence and/or release which first occurs solely after the transfer;  provided,
however,  the  transferor   Mortgagor,   the  prior  guarantors  and  the  prior
indemnitors,  respectively,  shall  have  the  burden  of  proving  that all the
conditions in this Paragraph 9 (including,  without  limitation,  the time as to
which matters  described  herein arose) were  satisfied by clear and  convincing
evidence and shall continue to defend with counsel satisfactory to Mortgagee and
shall  indemnify  and hold  Mortgagee  harmless  for all  matters  set  forth in
Paragraph 39 and in the  Non-Recourse  Carveout  Obligations  unless and until a
court of competent  jurisdiction  finds that such  transferor  Mortgagor,  prior
guarantors or prior indemnitors, respectively, met such burden.

     (g) Notwithstanding the foregoing,  as long as all of the Internal Transfer
Conditions  (as  defined  below)  are  satisfied  prior to any of the  following
transfers,  it shall not be a default  hereunder  for any member of Mortgagor to
transfer  ownership  interests in Mortgagor to an Affiliate  (collectively,  the
"Internal Transfers").

     The  term  "Internal  Transfer  Conditions"  shall  mean  that  all  of the
following are satisfied:

(1)  No Event of Default or event  which,  with the passage of time or giving of
     notice, or both, would constitute an Event of Default,  shall have occurred
     under the Loan Documents;

(2)  The description of Mortgagor and all  constituent  entities and the list of
     names,  types of interests and  percentages  thereof of all persons  having
     ownership  interests in Mortgagor as set forth in Exhibit F attached to the
     Borrower's  Certificate  delivered by Mortgagor to Mortgagee at the closing
     of this  Loan  and as of the date  hereof  shall  have  been  accurate  and
     complete,  and Mortgagor  hereby  represents  that the same is accurate and
     complete.

(3)  No such  transfer  of  interest  shall  result  in a change of  control  of
     Mortgagor  or a change in the  control of the day to day  operation  of the
     Mortgaged  Property,  and Dress  Barn  shall  continue  to own at least 51%
     direct  ownership  interests in  Mortgagor,  and shall  continue to control
     Mortgagor and the day to day operations of the Mortgaged Property,

(4)  Without limiting the foregoing,  no such transfer,  either singly or in the
     aggregate with other  transfers,  will result in a violation of the special
     purpose   entity   provisions   of  the  Loan   Documents  or   Mortgagor's
     organizational documents as set forth in Section 19 below;

(5)  Mortgagor shall have provided to Mortgagee prior written notice of any such
     transfer together with information in the form of completed  Exhibits F and
     H of the  application  for this  Loan  for the  proposed  transferee  and a
     diagram  showing the structure of the Mortgagor and all of its  constituent
     entities after the contemplated  transfer and a list of the names, types of
     interest  and  percentages  of  ownership of all owners of interests in the
     Mortgagor and any constituent entities after such transfer;

(6)  Mortgagor  shall pay to Mortgagee an  administrative  fee of $1,500 for the
     costs incurred by Mortgagee to review the proposed transfer, which shall be
     deemed fully earned upon receipt; and

(7)  Mortgagor  shall pay all reasonable  fees and costs in connection  with any
     such  transfer,   including  without  limitation,   Mortgagee's  reasonable
     attorneys' fees.

     Definitions:  The term control or  controlling  shall mean the  possession,
directly  or  indirectly,  of the  power to direct  or cause  the  direction  of
management,  policies  or  activities  of a person or  entity,  whether  through
ownership of voting securities or other interests, by contract or otherwise.

     Affiliate  shall  mean  in the  case of a  corporate  member  of a  limited
liability company borrower ("LLC"),  any person or entity other than the special
purpose,  bankruptcy  remote  corporation  serving  as a member  of the LLC (the
"Corporation"),  (i)  which  owns  beneficially,  directly  or  indirectly,  any
outstanding shares of the Corporation's  stock or any membership interest in the
LLC, or (ii) which controls or is under common  control with the  Corporation or
the LLC.

     (h)  Anything  to the  contrary  not  withstanding,  the  foregoing  terms,
covenants and  conditions of this  Paragraph 9 shall not apply to (i) changes in
ownership or control of Dress Barn, (ii) any merger, consolidation,  dissolution
or syndication  affecting Dress Barn,  (iii) any transfer,  sale,  assignment or
pledge of any interest in Dress Barn,  or (iv) any entity or person  directly or
indirectly controlling or owning any interest in Dress Barn (except Mortgagor if
applicable).

     (i) Mortgagor has not incurred and will not incur any indebtedness, secured
or unsecured,  other than the Loan and debt (i) incurred in the ordinary  course
of business to vendors and suppliers of services to the Mortgaged Property, (ii)
not secured by the Mortgaged  Property,  or any portion thereof, or by interests
in the Mortgagor or any constituent entity thereof, and (iii) not accompanied by
any rights to control or to obtain  control of the Mortgagor or any  constituent
entity thereof. No indebtedness other than the Loan may be secured  (subordinate
or  pari  passu)  by the  Mortgaged  Property,  or any  portion  thereof,  or by
interests in the Mortgagor or any constituent entity thereof.  This subparagraph
(i) shall  not  apply to Dress  Barn or to any  entity  or  person  directly  or
indirectly controlling or owning an interest in Dress Barn (except Mortgagor).

     10. Estoppel Certificates.

     (a)  Mortgagor,  within ten (10)  business days after request by Mortgagee,
shall furnish  Mortgagee from time to time with a statement,  duly  acknowledged
and certified,  setting forth (i) the amount of the original principal amount of
the Note,  (ii) the  unpaid  principal  amount  of the  Note,  (iii) the rate of
interest in the Note, (iv) the date through which all  installments of interest,
commitment fees and/or  principal have been paid, (v) any offsets or defenses to
the payment of the  Indebtedness,  if any,  (vi) that the Note and this Mortgage
have not been modified or if modified,  giving  particulars of such modification
and (vii) such other information as shall be requested by Mortgagee.

     (b) Mortgagor,  after request by Mortgagee, will obtain and furnish (within
the time periods, if any, provided in the applicable Leases or if no time period
is so specified,  within ten (10) business days after  request)  Mortgagee  from
time to time with  estoppel  certificates  from any tenants  under then existing
Leases,  which  certificates  shall be in form and substance as required by such
Leases, or if not required,  then in form and substance reasonably  satisfactory
to Mortgagee.

     11. No Cooperative or Condominium.  Mortgagor  represents and warrants that
the Mortgaged  Property has not been  subjected to a cooperative  or condominium
form of ownership. Mortgagor hereby covenants and agrees that it will not file a
declaration  of  condominium,  map or any other  document  having  the effect of
subjecting  the Mortgaged  Property,  to a condominium  or  cooperative  form of
ownership.

     12.  Changes  in the Laws  Regarding  Taxation.  If any law is  enacted  or
adopted  or  amended  after  the  date  of  this  Mortgage   which  deducts  the
Indebtedness or any portion thereof from the value of the Mortgaged Property for
the purpose of taxation or which imposes a tax,  either  directly or indirectly,
on the  principal  amount of the Note or  Mortgagee's  interest in the Mortgaged
Property,  Mortgagor will pay such tax, with interest and penalties thereon,  if
any. In the event  Mortgagee is advised by counsel chosen by it that the payment
of such tax or interest and penalties by Mortgagor  would be unlawful or taxable
to Mortgagee or unenforceable or provide the basis for a defense of usury,  then
in any such event,  Mortgagee shall have the option,  by notice of not less than
sixty (60) days, to declare the Indebtedness immediately due and payable without
prepayment  fee or premium,  except that if an Event of Default has occurred and
is continuing, the applicable premium computed in accordance with the Note shall
apply.

     13. No Credits on Account of the Indebtedness.  Mortgagor will not claim or
demand or be  entitled  to any credit or credits on account of the  Indebtedness
for any part of the Taxes  assessed  against the Mortgaged  Property or any part
thereof and no  deduction  shall  otherwise  be made or claimed from the taxable
value of the Mortgaged Property, or any part thereof, by reason of this Mortgage
or the  Indebtedness.  In the event such  claim,  credit or  deduction  shall be
required by law,  Mortgagee  shall have the  option,  by notice of not less than
sixty (60) days, to declare the Indebtedness immediately due and payable without
prepayment fee or premium,  except that if an Event of Default has occurred, the
applicable premium computed in accordance with the Note shall apply.

     14.  Documentary  Stamps. If at any time the United States of America,  any
State  thereof or any  subdivision  of any such State shall  require  revenue or
other stamps to be affixed to the Note or this Mortgage, or impose any other tax
or charge on the  same,  Mortgagor  will pay for the  same,  with  interest  and
penalties thereon, if any.

     15. Right of Entry.  Mortgagee and its agents shall have the right to enter
and inspect the Mortgaged Property at any time during reasonable  business hours
upon  twenty-four  (24)  hour  notice  to  Mortgagor,  except  in the case of an
emergency,  in which  event  Mortgagee  and its agents may enter and inspect the
Mortgaged Property at any time.

     16. Books and Records.

     (a) Mortgagor will maintain  full,  accurate and complete books of accounts
and other  records  reflecting  the results of the  operations  of the Mortgaged
Property  as well as its  other  operations  and  will  furnish,  or cause to be
furnished, to Mortgagee the following:

(i)  within one hundred twenty (120) days after the end of each fiscal year, the
     Mortgagor will furnish to Mortgagee,  a statement of Mortgagor's  financial
     condition,  including a balance sheet and profit and loss statement,  and a
     statement of annual income and expenses reasonably satisfactory in form and
     substance to Mortgagee in  connection  with the  operation of the Mortgaged
     Property,  in detail  reasonably  satisfactory  to Mortgagee,  prepared by,
     audited and certified by a certified  public  accountant who is a member of
     the American  Institute of Certified  Public  Accountants and, in addition,
     within  forty-five  (45)  days  after  the end of each  fiscal  quarter  of
     Mortgagor, Mortgagor shall provide the above information except that it may
     be prepared and  certified  by the  financial  officer of Mortgagor  who is
     responsible for the preparation of such annual financial statements.

(ii) accompanying  the  submission  of the  certified  statements  of annual and
     quarterly  income and  expenses,  shall be a certified  current  rent roll,
     which shall include,  among other things,  tenant names, lease commencement
     and expiration dates, square footage, annual rent, annual operating expense
     and real estate tax  contributions,  a statement as to whether or not there
     are any purchase options and/or  co-tenancy  requirements,  and any and all
     other fees paid by tenants and security deposits currently held.

(iii)accompanying  the  submission  of the  certified  statements  of annual and
     quarterly   income  and  expenses  shall  be  such   additional   financial
     information as Mortgagee shall require.

(iv) The  foregoing   provisions  of  this  subparagraph  (a)  to  the  contrary
     notwithstanding,  Mortgagee  shall accept  statements  of annual income and
     expenses prepared and certified by Mortgagor,  Mortgagor's  accountant or a
     financial  officer of Mortgagor,  provided that statements of annual income
     and expenses  certified by a certified public  accountant are not available
     (it being  understood  that  Mortgagor has no obligation to assure that any
     such certified statements are available) and there has not been an Event of
     Default by Mortgagor in the performance of any of its obligations under the
     Loan Documents.  Notwithstanding the foregoing, if a statement certified by
     a  certified  public  accountant  has been  prepared  for  Mortgagor,  such
     statement shall be provided to Mortgagee.  Mortgagee shall accept financial
     statements prepared for Dress Barn in the ordinary course of its business.

     (b)  Mortgagee  shall have the right,  upon five (5) days' prior  notice to
Mortgagor,  to inspect  and make  copies of  Mortgagor's  books and  records and
income tax returns and notices.

     (c) In the event of a Secondary Market Transaction, Mortgagor shall furnish
from time to time such  information  relating  to  Mortgagor  and the  Mortgaged
Property as shall be requested by the Rating Agencies.

     17.  Performance of Other  Agreements.  Mortgagor shall observe and perform
each and every term to be observed or  performed by such  Mortgagor  pursuant to
the terms of any agreement or recorded instrument affecting or pertaining to the
Mortgaged Property.

     18.  Representations and Covenants Concerning Loan.  Mortgagor  represents,
warrants and covenants as follows:

     (a) The Note, this Mortgage and the other Loan Documents are not subject to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury, nor would the operation of any of the terms of the Note, this Mortgage
and the other Loan Documents,  or the exercise of any right  thereunder,  render
this  Mortgage  unenforceable,  in whole or in part,  or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury.

     (b)   To   Mortgagor's   knowledge,   after   diligent   inquiry,   on  all
certifications,  permits, licenses and approvals, including, without limitation,
certificates  of completion  and occupancy  permits  required for the legal use,
occupancy of the  Mortgaged  Property,  have been obtained and are in full force
and effect.  To  Mortgagor's  knowledge  after  diligent  inquiry the  Mortgaged
Property  is free of  material  damage  and is in good  repair,  and there is no
proceeding pending for the total or partial  condemnation of, or affecting,  the
Mortgaged Property.

     (c) Except as shown on the survey of the  Mortgaged  Property  accepted  by
Mortgagee at the closing of this Loan or set forth in the Title Insurance Policy
accepted by Mortgagee at the closing of this Loan,  issued by Commonwealth  Land
Title  Insurance  Company,  all of  the  Improvements  which  were  included  in
determining the appraised value of the Mortgaged  Property lie wholly within the
boundaries  and building  restriction  lines of the Mortgaged  Property,  and no
improvements on adjoining  properties encroach upon the Mortgaged Property,  and
no  easements  or other  encumbrances  upon the  Land  encroach  upon any of the
Improvements,  so as to  affect  the  value or  marketability  of the  Mortgaged
Property  except  those  which  are  insured  against  by  title  insurance.  To
Mortgagor's  knowledge after diligent  inquiry,  all of the Improvements  comply
with all  requirements of applicable  zoning and subdivision laws and ordinances
in all material respects.

     (d) The  Mortgaged  Property  is not  subject to any Leases  other than the
Leases described in the rent roll delivered to Mortgagee in connection with this
Mortgage.  To Mortgagor's  knowledge after diligent  inquiry,  no person has any
possessory interest in the Mortgaged Property or right to occupy the same except
under  and  pursuant  to the  provisions  of the  Leases.  Except  as  otherwise
disclosed  in writing to  Mortgagee,  the  current  Leases are in full force and
effect,  Mortgagor is not in default  thereunder  and to  Mortgagor's  knowledge
there are no defaults by any tenant thereunder and there are no conditions that,
with the  passage  of time or the giving of notice,  or both,  would  constitute
defaults by any tenant thereunder.  Except as otherwise  disclosed in writing to
Mortgagee, all presently existing Leases are subordinate to the Mortgage.

     (e) To Mortgagor's knowledge after diligent inquiry, the Mortgaged Property
and the Lease are in compliance with all statutes,  ordinances,  regulations and
other governmental or quasi-governmental  requirements and private covenants now
or hereafter  relating to the ownership,  construction,  use or operation of the
Mortgaged Property.

     (f) There has not been and shall never be  committed  by  Mortgagor  or any
other  person in  occupancy  of or  involved  with the  operation  or use of the
Mortgaged  Property any act or omission  affording the federal government or any
state or local  government  the right of  forfeiture  as against  the  Mortgaged
Property or any part thereof or any monies paid in  performance  of  Mortgagor's
obligations  under any of the Loan  Documents.  Mortgagor  hereby  covenants and
agrees not to commit,  permit or suffer to exist any act or  omission  affording
such right of forfeiture.

     (g)  The  Management  Agreement  dated  June  ___,  2003  (the  "Management
Agreement") between Mortgagor and The Dress Barn, Inc.  ("Manager")  pursuant to
which Manager operates the Mortgaged Property (a true, correct and complete copy
of which has been  delivered to Mortgagee) is in full force and effect and there
is no  default  or  violation  by any  party  thereunder.  The fee due under the
Management Agreement,  and the terms and provisions of the Management Agreement,
are  subordinate  to this  Mortgage and the Manager  shall attorn to  Mortgagee.
Mortgagor shall not terminate,  cancel,  modify,  renew or extend the Management
Agreement,  or enter into any agreement  relating to the management or operation
of the  Mortgaged  Property  with Manager or any other party without the express
written consent of Mortgagee,  which consent shall not be unreasonably withheld.
If at any time Mortgagee consents to the appointment of a new manager,  such new
manager and Mortgagor  shall, as a condition of Mortgagee's  consent,  execute a
Manager's  Consent and  Subordination  of Management  Agreement in the form then
used by Mortgagee.

     19. Single Purpose Entity/Separateness.  Mortgagor represents, warrants and
covenants as follows:

     (a) The  purpose  for which the  Mortgagor  is  organized  shall be limited
solely to (A)  owning,  holding,  selling,  leasing,  transferring,  exchanging,
operating and managing the Mortgaged  Property,  (B) entering into the Loan with
the  Mortgagee,  (C)  refinancing  the Mortgaged  Property in connection  with a
permitted repayment of the Loan, and (D) transacting any and all lawful business
for  which a  Mortgagor  may be  organized  under its  constitutive  law that is
incident, necessary and appropriate to accomplish the foregoing.

     (b)  Mortgagor  does not own and will not own any asset or  property  other
than (i) the Mortgaged Property, and (ii) incidental personal property necessary
for and used in  connection  with the  ownership or  operation of the  Mortgaged
Property.

     (c)  Mortgagor  will not engage in any business  other than the  ownership,
management and operation of the Mortgaged Property.

     (d)  Mortgagor  will not enter  into any  contract  or  agreement  with any
affiliate of Mortgagor,  any  constituent  party of Mortgagor,  any owner of the
Mortgagor,  the  Guarantors  (as  hereinafter  defined) or any  affiliate of any
constituent  party or  Guarantor,  except  upon  terms and  conditions  that are
intrinsically fair,  commercially  reasonable and substantially similar to those
that  would  be  available  on an  arms-length  basis  with  third  parties  not
affiliated with the Mortgagor or any constituent party of Mortgagor or any owner
of Mortgagor.

     (e) Mortgagor has not incurred and will not incur any indebtedness, secured
or unsecured,  other than the Loan and debt (i) incurred in the ordinary  course
of business to vendors and suppliers of services to the Mortgaged Property, (ii)
not secured by the Mortgaged  Property,  or any portion thereof, or by interests
in the Mortgagor or any constituent entity thereof, and (iii) not accompanied by
any rights to control or to obtain  control of the Mortgagor or any  constituent
entity thereof. No indebtedness other than the Loan may be secured  (subordinate
or  pari  passu)  by the  Mortgaged  Property,  or any  portion  thereof,  or by
interests in the Mortgagor or any constituent entity thereof.

     (f)  Mortgagor  has not made and will not make any loans or advances to any
entity or person  (including any affiliate or any constituent party of Mortgagor
or any owner of Mortgagor,  any  Guarantor or any  affiliate of any  constituent
party or  Guarantor),  and shall not acquire  obligations  or  securities of its
affiliates or any constituent party .

     (g) Mortgagor is and will remain  solvent and Mortgagor  will pay its debts
and  liabilities  (including,  as  applicable,  shared  personnel  and  overhead
expenses) from its assets as the same shall become due.

     (h)  Mortgagor  has  done or  caused  to be  done  and  will do all  things
necessary to observe organizational  formalities and preserve its existence, and
Mortgagor will not, nor will Mortgagor permit any constituent party of Mortgagor
or any owner of Mortgagor or any Guarantor to amend,  modify or otherwise change
the partnership  certificate,  partnership agreement,  articles of incorporation
and bylaws,  operating  agreement,  trust or other  organizational  documents of
Mortgagor or such constituent  party or Guarantor without the written consent of
Mortgagee.

     (i) Mortgagor will maintain all of its books, records, financial statements
and bank accounts  separate  from those of its  affiliates  and any  constituent
party. Subject to the immediately  succeeding sentence,  Mortgagor's assets will
not be  listed  as  assets  on the  financial  statement  of any  other  entity.
Mortgagor shall have its own separate financial  statement,  provided,  however,
that Mortgagor's assets may be included in a consolidated financial statement of
its parent  companies if inclusion on such a consolidated  statement is required
to comply with the  requirements  of generally  accepted  accounting  principles
("GAAP"),  provided that such consolidated  financial  statement shall contain a
footnote to the effect that  Mortgagor's  assets are owned by Mortgagor and that
they are being  included  on the  financial  statement  of its parent  solely to
comply with the  requirements  of GAAP,  and further  provided  that such assets
shall be listed on Mortgagor's own separate  balance sheet.  Mortgagor will file
its own tax returns or may file a  consolidated  federal  income tax return with
Dress  Barn.  Mortgagor  shall  maintain  its books,  records,  resolutions  and
agreements as official records.

     (j) Mortgagor  will be, and at all times will hold itself out to the public
as, a legal entity  separate and distinct from any other entity  (including  any
affiliate of Mortgagor, any constituent party of Mortgagor, any Guarantor or any
affiliate  of any  constituent  party or  Guarantor),  shall  correct  any known
misunderstanding  regarding  its  status as a  separate  entity,  shall  conduct
business in its own name,  shall not identify itself or any of its affiliates as
a  division  or part of the  other  and  shall  maintain  and  utilize  separate
telephone numbers, stationery, invoices and checks.

     (k) Mortgagor  will maintain  adequate  capital for the normal  obligations
reasonably  foreseeable  in a business of its size and character and in light of
its contemplated business operations.

     (l) Neither  Mortgagor nor any constituent party will seek the dissolution,
winding up,  liquidation,  consolidation or merger,  in whole or in part, or the
sale of material assets of Mortgagor.

     (m)  Mortgagor  will not  commingle the funds and other assets of Mortgagor
with those of any affiliate or any  constituent  party of Mortgagor or any owner
of  Mortgagor,  any  Guarantor,  or any  affiliate of any  constituent  party or
Guarantor,  or any other person,  and will not  participate in a cash management
system with any such party.

     (n) Mortgagor  will not commingle its assets with those of any other person
or entity and will hold all of its assets in its own name.

     (o) Mortgagor  will not guarantee or become  obligated for the debts of any
other  entity  or  person  and does not and  will not hold  itself  out as being
responsible for the debts or obligations of any other person.

     (p) Mortgagor shall be a Delaware limited liability company, having either:
(i) a minimum of two (2) members, one of which shall be a corporation whose sole
asset is its interest in  Mortgagor  (an "SPC  Party"),  and each such SPC Party
will at all times comply, and shall cause Mortgagor to comply,  with each of the
representations,  warranties and covenants  contained in this Paragraph 19 as if
such  representation,  warranty or covenant was made directly by such SPC Party,
or (ii) one member ("Sole Member") that is not required to be an SPC Party,  and
shall cause Mortgagor to comply with each of the representations, warranties and
covenants  contained in this Paragraph 19,  provided that:  (aa) Mortgagor shall
have at least two (2) independent directors, each of which shall comply with all
of the  requirements  of an Independent  Director as set forth in subsection (q)
below;  (bb) upon the  occurrence  of any event that  causes the Sole  Member to
cease to be a member of  Mortgagor,  each person  then acting as an  independent
director  of the  Mortgagor  shall  automatically  be  admitted  as a member  of
Mortgagor as a special member (a "Special Member"); (cc) no Special Member shall
be permitted to resign from, or terminate its membership interest in, Mortgagor,
or transfer its rights as a Special Member unless a successor  person has become
a member of Mortgagor as a Special  Member;  and (dd) the Special  Members shall
automatically  cease to be members of Mortgagor  upon the admission to Mortgagor
of a substitute  member or members in compliance  with this  subsection (p). The
certificate  of  formation,  operating  agreement  and  all  other  organization
documents of Mortgagor and all agreements  affecting  same, and all  amendments,
supplements  or  restatements  of the same,  and the form and  substances of the
same, shall be subject to the prior written approval of Mortgagee.  In the event
of the occurrence of any of the changes set forth in this subsection,  Mortgagor
shall  furnish to Mortgagee,  as a condition to any approval by Mortgagee,  such
certificates,  documents,  consents  and legal  opinions  as may be  required by
Mortgagee or any rating agency.

     (q)  Mortgagor  shall at all  times  cause  there  to be at least  one duly
appointed  member of the  board of  directors  (an  "Independent  Director")  of
Mortgagor, in the case of a corporation, and each SPC Party in Mortgagor, if any
is required under subsection (p) above, in the case of a limited  partnership or
limited liability company, in each case reasonably satisfactory to Mortgagee who
is not at the time of initial  appointment,  and has not been at any time during
the preceding five (5) years:  (a)  stockholder,  director,  officer,  employee,
partner, attorney or counsel of the SPC Party, the Mortgagor or any affiliate of
either of them;  (b) a customer,  supplier or other person who derives more than
ten percent (10%) of its purchases or revenues from its activities  with the SPC
Party,  the Mortgagor or any affiliate of either of them;  (c) a person or other
entity  controlling or under common control with any such stockholder,  partner,
customer,  supplier or other person;  or (d) a member of the immediate family of
any such stockholder,  director,  officer, employee, partner, customer, supplier
or other  person.  As used  herein,  the term  "control"  means the  possession,
directly  or  indirectly,  of the  power to direct  or cause  the  direction  of
management,  policies  or  activities  of a person or  entity,  whether  through
ownership of voting securities, by contract or otherwise.

     (r) Mortgagor  shall not cause or permit the board of directors of each SPC
Party in Mortgagor,  if any is required under  subsection (p) above, to take any
action which,  under the terms of any certificate of  incorporation,  by-laws or
any voting trust  agreement with respect to any common stock,  requires the vote
of such SPC Party in Mortgagor  unless at the time of such action there shall be
at least one member who is an Independent Director.

     (s) Mortgagor shall conduct its business so that the assumptions  made with
respect to Mortgagor in that certain  opinion  letter of even date herewith (the
"Insolvency  Opinion")  delivered by Proskauer  Rose, LLP in connection with the
Loan shall be true and correct in all respects.

     (t) Mortgagor  shall allocate  fairly and reasonably any overhead  expenses
that are  shared  with an  affiliate,  including  paying  for  office  space and
services performed by any employee of an affiliate.

     (u) The  stationery,  invoices and checks utilized by Mortgagor or utilized
to collect its funds or pay its  expenses  shall bear its own name and shall not
bear the name of any other entity  unless such entity is clearly  designated  as
being Mortgagor's agent.

     (v)  Mortgagor  shall not pledge  its  assets for the  benefit of any other
person or entity, and other than with respect to the Loan.

     (w)  Mortgagor  shall  correct  any known  misunderstanding  regarding  its
separate identity.

     (x) Mortgagor  shall not identify  itself as a division of any other person
or entity.

     20.  Events  of  Default;  Remedies.  Each of the  following  events  shall
constitute an "Event of Default" hereunder:

     (a) if (i) any installment of interest or principal is not paid within five
(5) days after the same is due, (ii) the entire  Indebtedness  is not paid on or
before the Maturity  Date (or if the Maturity  Date has been  accelerated,  upon
such  acceleration),  or (iii) any other  payment  or charge due under the Note,
this  Mortgage  or any other  Loan  Documents  is not paid when due  (except  if
payable to Mortgagee, is not paid within five (5) days after the same is due);

     (b) if any Taxes payable directly to the billing authority by Mortgagor are
not paid  before  interest  becomes  payable  on the  amount due or a penalty is
assessed  (provided  that the  foregoing  provisions of this clause (b) shall be
subject to the right to contest Taxes granted to Mortgagor in Paragraph  4(b) of
this Mortgage,  but only for so long as the conditions in Paragraph 4(b) of this
Mortgage remain satisfied);

     (c) if the  Policies  are not kept in full  force  and  effect  and are not
delivered  to  Mortgagee  when  required  hereunder,  or if the Policies are not
delivered to Mortgagee within ten (10) days after request by Mortgagee;

     (d) if any of the  provisions  of  Paragraphs  7,  9, 19 or 39  herein  are
violated or not complied with;

     (e) if any of the events described in Paragraph 41 shall occur;

     (f) if at any time any  representation  or  warranty  of  Mortgagor  or any
Guarantor  made  herein  or in any  guaranty,  agreement,  certificate,  report,
affidavit, owner's affidavit,  financial statement or other instrument furnished
to Mortgagee shall be false or misleading in any material respect;

     (g) if any mortgagee  under a mortgage on the Mortgaged  Property,  whether
superior  or  subordinate  to  this  Mortgage  (i)  demands  payment  in full or
otherwise  accelerates any indebtedness of Mortgagor or (ii) otherwise commences
the exercise of any remedy available to such party under any Loan Document;

     (h) if  Mortgagor  fails  to  cure  promptly  any  violation  of any law or
ordinance   affecting  the  Mortgaged  Property  (provided  that  the  foregoing
provisions  of this  clause (h) shall be  subject  to any right to contest  such
violation specifically granted to Mortgagor in Paragraph 8 of this Mortgage);

     (i) if any Guaranty (as hereinafter  defined) is terminated or any event or
condition  occurs  which,  in the sole  judgment  of  Mortgagee,  may impair the
ability of any  Guarantor to perform its  obligations  under any Guaranty or any
Guarantor attempts to withdraw, cancel or disclaim any Guaranty;

     (j) if a default by Mortgagor  under any of the other  terms,  covenants or
conditions of the Note, this Mortgage or any other Loan Document shall occur and
such default shall not have been cured within thirty (30) days after notice from
Mortgagee,  provided  that if such  default is not  susceptible  of being  cured
within such thirty (30) day period and Mortgagor  shall have  commenced the cure
of such  default  within such thirty (30) day period and  thereafter  diligently
pursues  such cure to  completion,  then such  thirty  (30) day period  shall be
extended  for a period of ninety (90) days from the  occurrence  of the default,
provided,  further,  that  the  notice  and  grace  period  set  forth  in  this
subparagraph  (j) shall not apply to any other  Event of Default  expressly  set
forth in this  Paragraph 20 or to any other Event of Default  defined as such in
any other Loan  Document or to any other  covenant or condition  with respect to
which a grace period is expressly provided elsewhere; or

     (k) if any of the provisions of Paragraphs 42(d) and/or Paragraph 42(f) are
violated  or not  complied  with,  and/or if any  representation  or warranty in
Paragraph  42(b)  and/or  42(c) shall prove false or  misleading  in any respect
and/or if any of the events described in Paragraph 42(e) shall occur.

     Upon the occurrence and during the continuance of any Event of Default, the
Indebtedness shall immediately become due at the option of Mortgagee.

     Upon the  occurrence  and during the  continuance  of any Event of Default,
Mortgagor shall pay interest on the entire unpaid principal balance of the Note,
as defined in and provided for in the Note.

     Upon the  occurrence  and during the  continuance  of any Event of Default,
Mortgagee may, to the extent  permitted under applicable law, elect to treat the
fixtures owned by Mortgagor that are included in the Mortgaged  Property  either
as real property or as personal property,  or both, and proceed to exercise such
rights as apply thereto.  With respect to any sale of real property  included in
the  Mortgaged  Property  made  under the  powers  of sale  herein  granted  and
conferred,  Mortgagee may, to the extent permitted by applicable law, include in
such sale any fixtures  included in the Mortgaged  Property and relating to such
real property.

     21. Additional Remedies.

     (a) Upon the occurrence and during the continuance of any Event of Default,
Mortgagee  may take such  action,  without  notice or  demand,  as it shall deem
advisable to protect and enforce its rights against  Mortgagor and in and to the
Mortgaged Property or any part thereof or interest therein,  including,  but not
limited to, the following actions,  each of which may be pursued concurrently or
otherwise,  at such time and in such order as Mortgagee  may  determine,  in its
sole discretion,  without impairing or otherwise  affecting the other rights and
remedies  of  Mortgagee  (i)  enter  into  or upon  the  Real  Property,  either
personally or by its agents,  nominees or attorneys and dispossess Mortgagor and
its agents and servants therefrom, and thereupon Mortgagee may (A) use, operate,
manage, control, insure,  maintain,  repair, restore and otherwise deal with all
and every part of the Mortgaged  Property and conduct the business thereat,  (B)
complete any  construction on the Mortgaged  Property in such manner and form as
Mortgagee  deems  advisable,   (C)  make   alterations,   additions,   renewals,
replacements and improvements to or on the Mortgaged Property,  (D) exercise all
rights and powers of Mortgagor with respect to the Mortgaged  Property,  whether
in the name of Mortgagor 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 Mortgaged  Property and every part thereof and (E) apply the
receipts from the Mortgaged  Property to the payment of the Indebtedness,  after
deducting  therefrom  all expenses  (including  reasonable  attorneys'  fees and
expenses)  incurred in connection with the aforesaid  operations and all amounts
necessary  to pay  the  taxes,  assessments,  insurance  and  other  charges  in
connection  with  the  Mortgaged  Property,  as  well  as  just  and  reasonable
compensation  for  the  services  of  Mortgagee  and  its  counsel,  agents  and
employees,  or (ii) institute  proceedings for the complete  foreclosure of this
Mortgage  in which  case  the  Mortgaged  Property  may be sold for cash or upon
credit in one or more  parcels,  or (iii) with or without  entry,  to the extent
permitted and pursuant to the procedures  provided by applicable law,  institute
proceedings for the partial  foreclosure of this Mortgage for the portion of the
Indebtedness  then  due and  payable,  subject  to the  continuing  lien of this
Mortgage for the balance of the Indebtedness not then due, or (iv) sell for cash
or upon credit the Mortgaged Property or any part thereof and all or any part of
any estate,  claim,  demand,  right, title and interest of Mortgagor therein and
rights of redemption thereof,  pursuant to power of sale or otherwise, at one or
more sales, as an entity or in parcels,  at such time and place, upon such terms
and after such notice thereof as may be required or permitted by law, and in the
event of a sale, by foreclosure or otherwise,  of less than all of the Mortgaged
Property,  this Mortgage shall continue as a lien on the remaining portion of or
estate in the Mortgaged Property, or (v) institute an action, suit or proceeding
in equity for the specific  performance of any covenant,  condition or agreement
contained  herein or in the Note or any other  Loan  Document,  or (vi)  recover
judgment  on the  Note or any  Guaranty  either  before,  during  or  after  any
proceedings  for the  enforcement of this  Mortgage,  or (vii) pursue such other
remedies as Mortgagee may have under applicable law.

     (b) The  purchase  money  proceeds  or avails of any sale made  under or by
virtue of this Paragraph 21, together with any other sums which then may be held
by Mortgagee under this Mortgage, whether under the provisions of this Paragraph
21 or otherwise, shall be applied as follows:

     First: To the payment of the costs and expenses of any such sale, including
reasonable  compensation  to  Mortgagee,  its  agents  and  counsel,  and of any
judicial  proceedings  wherein  the  same  may be  made,  and  of all  expenses,
liabilities  and  advances  made or incurred by Mortgagee  under this  Mortgage,
together with interest as provided  herein on all advances made by Mortgagee and
all taxes or assessments, except any taxes, assessments or other charges subject
to which the Mortgaged Property shall have been sold.

     Second:  To the payment of the whole amount then due,  owing or unpaid upon
the Note for principal,  together with any and all applicable interest, fees and
late charges.

     Third:  To the payment of any other sums  required to be paid by  Mortgagor
pursuant to any provision of this Mortgage or of the Note or of the Guaranty.

     Fourth:  To the  payment  of the  surplus,  if any,  to  whomsoever  may be
lawfully entitled to receive the same.

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

     (c)  Mortgagee  may adjourn  from time to time any sale by  Mortgagee to be
made under or by virtue of this Mortgage by  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 law,  Mortgagee,  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 Mortgagee  under or by
virtue of this Paragraph 21, Mortgagee,  or an 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,  conveying,
assigning and transferring all estate,  right,  title and interest in and to the
property and rights sold. Mortgagee is hereby irrevocably appointed the true and
lawful  attorney  of  Mortgagor,  in its name and stead,  to make all  necessary
conveyances, assignments, transfers and deliveries of the Mortgaged Property and
rights  so sold  and for  that  purpose  Mortgagee  may  execute  all  necessary
instruments  of conveyance,  assignment and transfer,  and may substitute one or
more persons with like power, Mortgagor hereby ratifying and confirming all that
its said attorney or such substitute or substitutes  shall lawfully do by virtue
hereof.  Any such sale or sales  made under or by virtue of this  Paragraph  21,
whether  made  under the power of sale  herein  granted or under or by virtue of
judicial  proceedings or of a judgment or decree of foreclosure and sale,  shall
operate to divest  all the  estate,  right,  title,  interest,  claim and demand
whatsoever,  whether at law or in equity,  of Mortgagor in and to the properties
and  rights  so sold,  and  shall be a  perpetual  bar both at law and in equity
against  Mortgagor and against any and all persons claiming or who may claim the
same, or any part thereof from, through or under Mortgagor.

     (e) In the event of any sale made under or by virtue of this  Paragraph  21
(whether  made under the power of sale  herein  granted or under or by virtue of
judicial  proceedings  or of a judgment or decree of  foreclosure  and sale) the
entire Indebtedness,  if not previously due and payable,  immediately  thereupon
shall,  anything  in the Note,  this  Mortgage,  any  Guaranty or any other Loan
Document to the contrary notwithstanding, become due and payable.

     (f) Upon any sale made  under or by virtue of this  Paragraph  21  (whether
made under the power of sale  herein  granted or under or by virtue of  judicial
proceedings or of a judgment or decree of foreclosure  and sale),  Mortgagee may
bid for and acquire the  Mortgaged  Property or any part  thereof and in lieu of
paying cash  therefor may make  settlement  for the purchase  price by crediting
upon the Indebtedness the net sales price after deducting therefrom the expenses
of the sale and the costs of the action and any other  sums which  Mortgagee  is
authorized to deduct under this Mortgage.

     (g) No recovery of any  judgment by  Mortgagee  and no levy of an execution
under any judgment  upon the  Mortgaged  Property or upon any other  property of
Mortgagor shall affect in any manner or to any extent, the lien of this Mortgage
upon the Mortgaged Property or any part thereof, or any liens, rights, powers or
remedies of Mortgagee hereunder,  but such liens, rights, powers and remedies of
Mortgagee shall continue unimpaired as before.

     22. Right to Cure Defaults.  Upon the occurrence and during the continuance
of any Event of Default,  Mortgagee may, but without any obligation to do so and
without  notice to or demand on Mortgagor and without  releasing  Mortgagor from
any obligation hereunder,  make or do the same in such manner and to such extent
as Mortgagee may deem necessary to protect the security hereof. Without limiting
the foregoing, Mortgagee may enter upon the Mortgaged Property for such purposes
or appear in, defend,  or bring any action or proceeding to protect its interest
in the Mortgaged Property, and the cost and expense thereof (including,  without
limitation,  attorneys' fees and  disbursements to the extent permitted by law),
with  interest as provided in this  Paragraph 22, shall be  immediately  due and
payable to  Mortgagee  upon  demand by  Mortgagee  therefor.  All such costs and
expenses  incurred  by  Mortgagee  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 (as such term is defined  in the Note),  for the
period  commencing  on the date  five  (5) days  after  Mortgagor's  receipt  of
Mortgagee's  written  demand for  payment for such cost or expense and ending on
the date of payment to  Mortgagee.  All such costs and  expenses,  together with
interest  thereon at the Default Rate,  shall be added to the  Indebtedness  and
shall be secured by this Mortgage. If the principal sum of the Note or any other
amount required to be paid on the Maturity Date under the Note shall not be paid
on the Maturity  Date,  interest  shall  thereafter  be computed and paid at the
Default Rate.

     23. Late Payment Charge.  If any monthly  principal and interest payment is
not paid in accordance with the Note, a late charge (the "Late Charge") shall be
due as provided for in the Note.

     24. Prepayment. The Indebtedness may be prepaid only in accordance with the
terms of the Note.

     25. Prepayment After Event of Default.  A tender of the amount necessary to
satisfy the entire  indebtedness,  paid at any time during the continuance of an
Event of Default  or  following  acceleration  (which  acceleration  shall be at
Mortgagee's  sole  option),  including  at a  foreclosure  sale  or  during  any
subsequent  redemption  period, if any, shall be deemed a voluntary  prepayment,
which  payment  shall include a premium,  the  calculation  of which shall be in
accordance with the terms of the Note and shall depend upon whether the Event of
Default  or  acceleration  first  occurred  (i) prior to the time,  if any,  the
prepayment  of the principal  balance is not permitted  pursuant to the terms of
the Note  and  prior to the date on which  the full  amount  of the  balance  of
principal  and interest then  remaining  unpaid shall be due or (ii) on or after
the date on which prepayment of the principal  balance is permitted  pursuant to
the terms of the Note.

     26. Appointment of Receiver.  Mortgagee, upon the occurrence and during the
continuance  of an Event of Default or in any action to foreclose  this Mortgage
or upon the actual or threatened  waste to any part of the  Mortgaged  Property,
shall be entitled to the  appointment  of a receiver  without notice and without
regard to the value or condition of the  Mortgaged  Property as security for the
Indebtedness  or the solvency or insolvency of any person liable for the payment
of the Indebtedness.

     27. Security Agreement.

     (a)  This  Mortgage  is  both  a real  property  Mortgage  and a  "security
agreement"  within the meaning of the Uniform  Commercial  Code.  The  Mortgaged
Property  includes  both real and  personal  property  and all other  rights and
interests,  whether  tangible  or  intangible  in nature,  of  Mortgagor  in the
Mortgaged Property.  Mortgagor, by executing and delivering this Mortgage grants
to  Mortgagee,  as security  for the  Indebtedness,  a security  interest in the
Mortgaged Property to the full extent that the Mortgaged Property may be subject
to the  Uniform  Commercial  Code (such  portion of the  Mortgaged  Property  so
subject to the Uniform  Commercial  Code being  called in this  Paragraph 27 the
"Collateral").   Mortgagor  hereby   authorizes   Mortgagee  to  file  financing
statements  in order to create,  perfect,  preserve  and  continue  the security
interest(s)  herein  granted.  This  Mortgage  shall also  constitute a "fixture
filing"  for the  purposes of the  Uniform  Commercial  Code and shall cover all
items  of  the  Collateral  that  are or are  to  become  fixtures.  Information
concerning  the  security  interest(s)  herein  granted  may  be  obtained  from
Mortgagee upon request.

     If an Event  of  Default  shall  occur  and be  continuing,  Mortgagee,  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 Uniform  Commercial  code,  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
Mortgagee may deem necessary for the care,  protection and  preservation  of the
Collateral. Upon request or demand of Mortgagee,  Mortgagor shall at its expense
assemble the Collateral and make it available to Mortgagee at a convenient place
acceptable to Mortgagee.  Mortgagor shall pay to Mortgagee on demand any and all
expenses,  including  legal  expenses  and  attorneys'  fees and  disbursements,
incurred or paid by Mortgagee in protecting  its interest in the  Collateral and
in enforcing its rights hereunder with respect to the Collateral.  Any notice of
sale,  disposition  or other  intended  action by Mortgagee  with respect to the
Collateral sent to Mortgagor in accordance  with the provisions  hereof at least
five (5)  days  prior to such  sale,  disposition  or  action  shall  constitute
reasonable  notice  to  Mortgagor.  The  proceeds  of  any  disposition  of  the
Collateral,  or any part thereof,  may be applied by Mortgagee to the payment of
the Indebtedness in such priority and proportions as Mortgagee in its discretion
shall deem proper.

     Mortgagor  shall  notify  Mortgagee  of any  change  in name,  identity  or
structure of Mortgagor and shall promptly execute,  file and record, at its sole
cost and  expense,  such  Uniform  Commercial  Code  forms as are  necessary  to
maintain the priority of the lien of Mortgagee upon and security interest in the
Collateral. In addition,  Mortgagor shall promptly execute, file and record such
additional Uniform Commercial Code forms or continuation statements as Mortgagee
shall deem necessary and shall pay all expenses and fees in connection  with the
filing and recording thereof,  provided that no such additional  documents shall
increase the obligations of Mortgagor under the Note, this Mortgage or the other
Loan  Documents.  Mortgagor  hereby grants to Mortgagee an irrevocable  power of
attorney,  coupled with an interest,  to file with the appropriate public office
on its behalf any financing or other  statements  signed only by  Mortgagee,  as
secured party, in connection with the Collateral covered by this Mortgage.

     (b) That portion of the Mortgaged Property  consisting of personal property
and  equipment,  shall be owned by Mortgagor and shall not be the subject matter
of any  lease or other  transaction  whereby  the  ownership  or any  beneficial
interest  in any of such  property  is held by any  person or entity  other than
Mortgagor  nor shall  Mortgagor  create or suffer  to be  created  any  security
interest  covering  any such  property as it may from time to time be  replaced,
other than the security interest created herein.

     28. Authority.

     (a)  Mortgagor  has full power,  authority  and legal right to execute this
Mortgage, and to mortgage,  give, grant, bargain, sell, alien, enfeoff,  convey,
confirm,  pledge,  hypothecate  and assign and grant a security  interest in the
Mortgaged  Property  pursuant to the terms hereof and to keep and observe all of
the terms of this Mortgage on Mortgagor's part to be performed.

     (b) Mortgagor  represents and warrants to Mortgagee that Mortgagor is not a
"foreign   person"  and  covenants  with  Mortgagee  that  Mortgagor  will  not,
throughout the term of the Note, become a "foreign person" within the meaning of
Sect.  1445 and Sect.  7701 of the Internal  Revenue Code of 1986, (26 USC Sect.
Sect. 1445, 7701) and the related Treasury  Department  regulations,  including,
without limitation, temporary regulations (hereinafter collectively the "Code");
that is,  such  Mortgagor  is not a  non-resident  alien,  foreign  corporation,
foreign partnership,  foreign trust or foreign estate as those terms are defined
in the Code.  (c) Mortgagor  represents and warrants to Mortgagee that Mortgagor
is a limited  liability  company  organized  and existing  under the laws of the
State of Delaware.

     29. Actions and  Proceedings.  Mortgagee  shall have the right to appear in
and  defend any  action or  proceeding  brought  with  respect to the  Mortgaged
Property  and to bring any  action or  proceeding,  in the name and on behalf of
Mortgagor, which Mortgagee, in its discretion, shall decide should be brought to
protect its interest(s) in the Mortgaged Property.

     30. Further Acts, Etc.  Mortgagor will, at the sole cost of Mortgagor,  and
without expense to Mortgagee, do, execute, acknowledge and deliver all and every
such  further  acts,  deeds,  conveyances,  Mortgages,  assignments,  notices of
assignments,  transfers and  assurances as Mortgagee  shall,  from time to time,
reasonably require, for the better assuring, conveying, assigning,  transferring
and confirming unto Mortgagee the property and rights hereby  mortgaged,  given,
granted,  bargained, sold, aliened,  enfeoffed,  conveyed,  confirmed,  pledged,
assigned  and  hypothecated  or  intended  now or  hereafter  so to be, or which
Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee,
or for carrying out the intention or  facilitating  the performance of the terms
of this Mortgage or for filing,  registering  or recording this Mortgage and, on
demand,  will execute and deliver within five (5) business days after request of
Mortgagee,  and if Mortgagor fails to so deliver,  hereby  authorizes  Mortgagee
thereafter  to  execute  in the  name of  Mortgagor  without  the  signature  of
Mortgagor  to the extent  Mortgagee  may  lawfully do so, one or more  financing
statements,  to evidence  more  effectively  the lien hereof upon the  Mortgaged
Property.

     31. Recording of Mortgage,  Etc. Mortgagor forthwith upon the execution and
delivery of this Mortgage, will cause this Mortgage, and any security instrument
creating a lien or  security  interest  or  evidencing  the lien hereof upon the
Mortgaged Property,  to be filed,  registered or recorded and, thereafter,  from
time to time,  each such  other  instrument  of further  assurance  to be filed,
registered or recorded, all 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 to protect
the lien or security  interest hereof upon, and the interest(s) of Mortgagee in,
the Mortgaged Property. Mortgagor will pay all filing, registration or recording
fees, and all expenses incident to the preparation, execution and acknowledgment
of this Mortgage, any Mortgage supplemental hereto, any security instrument with
respect to the Mortgaged 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 making, execution, delivery
and/or  recording  of this  Mortgage,  any  Mortgage  supplemental  hereto,  any
security  instrument with respect to the Mortgaged Property or any instrument of
further assurance, except where prohibited by law so to do. Mortgagor shall hold
harmless and  indemnify  Mortgagee,  its  successors  and  assigns,  against any
liability  incurred  by  reason  of the  imposition  of any  tax on the  making,
execution, delivery and/or recording of this Mortgage, any Mortgage supplemental
hereto,  any security  instrument with respect to the Mortgaged  Property or any
instrument of further assurance.

     32.  Usury  Laws.  This  Mortgage  and the Note are  subject to the express
condition  that at no time shall  Mortgagor  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 Mortgagor is permitted by
law to contract  or agree to pay. If by the terms of this  Mortgage or the Note,
Mortgagor 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, the rate of
interest  under  the Note  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 and the  principal  balance of the Note shall be reduced by such amount
in the inverse order of maturity.

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

     34.  Recovery of Sums Required To Be Paid.  Mortgagee  shall have the right
from time to time to take action to recover any sum or sums which  constitute  a
part of the  Indebtedness  as the same become due,  without regard to whether or
not the balance of the Indebtedness  shall be due, and without  prejudice to the
right of Mortgagee  thereafter to bring an action of  foreclosure,  or any other
action, for a default or defaults by Mortgagor existing at the time such earlier
action was commenced.

     35.  Marshalling  and  Other  Matters.  Mortgagor  waives,  to  the  extent
permitted by law, the benefit of all appraisement,  valuation,  stay, extension,
reinstatement  and  redemption  laws now or hereafter in force and all rights of
marshalling in the event of any sale hereunder of the Mortgaged  Property or any
part thereof or any interest therein.  Further,  Mortgagor  expressly waives any
and all rights of redemption  from sale under any order or decree of foreclosure
of this Mortgage on behalf of Mortgagor,  and on behalf of each and every person
acquiring any interest in or title to the Mortgaged  Property  subsequent to the
date of this  Mortgage  and on behalf of all persons to the extent  permitted by
applicable law.

     36. Waiver of Notice. Mortgagor shall not be entitled to any notices of any
nature  whatsoever from Mortgagee  except with respect to matters for which this
Mortgage  specifically  and  expressly  provides  for the  giving  of  notice by
Mortgagee to Mortgagor and except with respect to matters for which Mortgagee is
required by applicable law to give notice, and Mortgagor hereby expressly waives
the right to receive any notice from  Mortgagee  with  respect to any matter for
which this Mortgage does not specifically  and expressly  provide for the giving
of notice by Mortgagee to Mortgagor.

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

     38. Reporting  Requirements.  At the request of Mortgagee,  Mortgagor shall
supply or cause to be  supplied  to  Mortgagee  either (a) a copy of a completed
Form 1099-B,  Statement for Recipients of Proceeds from Real Estate,  Broker and
Barter  Exchange  Proceeds  prepared by  Mortgagor's  attorney  or other  person
responsible for the preparation of such form,  together with a certificate  from
the person who prepared  such form to the effect that such form has, to the best
of such person's  knowledge,  been accurately prepared and that such person will
timely file such form or (b) a  certification  from Mortgagor that the Loan is a
refinancing  of the  Mortgaged  Property  or is  otherwise  not  required  to be
reported to the  Internal  Revenue  Service  pursuant to Section  6045(e) of the
Code.  Mortgagor hereby  indemnifies,  defends and holds Mortgagee harmless from
and against all loss, cost, damage and expense  (including  without  limitation,
attorneys'  fees and  disbursements  and costs  incurred  in the  investigation,
defense  and  settlement  of  claims)  that  Mortgagee  may incur,  directly  or
indirectly, as a result of or in connection with the assertion against Mortgagee
of any claim  relating to the failure of Mortgagee to comply with this Paragraph
38.

                  39. Hazardous Materials.

     (a) Mortgagor  represents  and warrants that (i) to the best of Mortgagor's
knowledge,  except as  disclosed in that certain  Phase I  Environmental  Report
dated ____  prepared by ________ as File Number  _________  (the  "Report")  the
Mortgaged Property is now and at all times during Mortgagor's  ownership thereof
has been free of contamination  from any petroleum  product and all hazardous or
toxic  substances,  wastes or substances,  any substances which because of their
quantitative  concentration,   chemical,   radioactive,   flammable,  explosive,
infectious or other characteristics, constitute or may reasonably be expected to
constitute  or  contribute  to a danger or hazard  to public  health,  safety or
welfare or to the  environment,  including,  without  limitation,  any  asbestos
(whether or not  friable)  and any  asbestos-containing  materials,  waste oils,
solvents and chlorinated oils,  polychlorinated  biphenyls (PCBs), toxic metals,
etchants,   pickling  and  plating  wastes,  explosives,   reactive  metals  and
compounds, pesticides,  herbicides, radon gas, urea formaldehyde foam insulation
and chemical,  biological and radioactive wastes, or any other similar materials
or any  hazardous or toxic  wastes or  substances  which are  included  under or
regulated by any federal,  state or local law, rule or  regulation  (whether now
existing or hereafter  enacted or promulgated,  as they may be amended from time
to time) pertaining to  environmental  regulations,  contamination,  clean-up or
disclosures,   and  any  judicial  or  administrative   interpretation  thereof,
including  any  judicial  or  administrative  orders  or  judgments  ("Hazardous
Materials"),  including,  without  limitation,  the Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. section 9601 et seq.
("CERCLA");  The  Federal  Resource  Conservation  and  Recovery  Act, 42 U.S.C.
section 6901 et seq. ("RCRA");  Superfund  Amendments and Reauthorization Act of
1986,  Public Law No. 99-499 ("SARA");  Toxic Substances  Control Act, 15 U.S.C.
section 2601 et seq. ("TSCA");  the Hazardous  Materials  Transportation Act, 49
U.S.C.  section 1801 et seq.;  and any other state  superlien  or  environmental
clean-up or disclosure  statutes  (all such laws,  rules and  regulations  being
referred to collectively as "Environmental Laws"), (ii) Mortgagor has not caused
or, to the best of Mortgagor's  knowledge  after diligent  inquiry,  suffered to
occur any  discharge,  spill,  uncontrolled  loss or  seepage  of any  Hazardous
Materials onto any property  adjoining the Mortgaged  Property and (iii) neither
the Mortgagor  nor, to the best knowledge of Mortgagor  after diligent  inquiry,
any tenant or  occupant of all or part of the  Mortgaged  Property is now or has
been  involved  in  operations  at the  Mortgaged  Property  which could lead to
liability  for  Mortgagor  or any other owner of the  Mortgaged  Property or the
imposition of a lien on the Mortgaged Property under any Environmental Law.

     (b) At its sole cost and  expense,  Mortgagor  shall  comply with and shall
cause all tenants and other  occupants of the Mortgaged  Property to comply with
all  Environmental  Laws now in effect or hereafter  enacted with respect to the
discharge,  generation,  removal,   transportation,   storage  and  handling  of
Hazardous  Materials.  Mortgagor  shall promptly  notify  Mortgagee if Mortgagor
shall become aware of any Hazardous  Materials on or near the Mortgaged Property
and/or if Mortgagor shall become aware that the Mortgaged  Property is in direct
or indirect violation of any Environmental Laws and/or if Mortgagor shall become
aware of any  condition  on or near the  Mortgaged  Property  which shall pose a
threat to the  health,  safety or welfare of humans.  Mortgagor  shall  promptly
remove all Hazardous Materials from the Mortgaged  Property,  such removal to be
performed  in  accordance  with all  applicable  federal,  state and local laws,
statutes,  rules and  regulations.  Mortgagor shall pay immediately when due the
cost of removal of any Hazardous Materials and shall keep the Mortgaged Property
free of any lien  imposed  pursuant to any  Environmental  Laws now in effect or
hereinafter  enacted.  Notwithstanding  the  above,  in the event  Mortgagor  is
obligated,  pursuant to applicable law or regulation, to remediate any Hazardous
Materials  at the  Mortgaged  Property,  Mortgagor's  failure to  complete  such
remediation  shall not constitute an Event of Default pursuant to Section 20 (j)
below even though such  remediation  shall not be completed  within  ninety (90)
days after the notice given by Mortgagee  under said  subsection  (j),  provided
that Mortgagor has complied with said subsection (j) and such remediation cannot
practically  be  completed  within  such ninety  (90) days and  Mortgagor  shall
diligently and continuously  pursue such remediation to completion in accordance
with this Mortgage.

     (c) Mortgagor  grants Mortgagee and its employees and agents an irrevocable
and  non-exclusive  license,  subject  to the  rights of  tenants,  to enter the
Mortgaged Property to conduct testing and to remove any Hazardous Materials, and
the costs of such testing and removal shall immediately  become due to Mortgagee
and shall be secured by this Mortgage.  Mortgagor,  promptly upon the request of
Mortgagee, from time to time, shall provide Mortgagee with an environmental site
assessment or environmental  audit report, or an update of such an assessment or
report,  all in scope,  form and content  satisfactory  to Mortgagee.  Mortgagor
shall  maintain  the  integrity  of all storage  tanks and drums on or under the
Mortgaged  Property  during  the  term  of  the  Loan  in  compliance  with  all
Environmental Laws now in effect or hereinafter enacted. Mortgagor shall, at the
request of Mortgagee,  follow an operation and maintenance  program with respect
to all storage tanks and drums on or under the Mortgaged  Property pursuant to a
program  which has been approved in writing by  Mortgagee.  Notwithstanding  the
foregoing,   Mortgagor   shall  not  be  responsible   for   preparation  of  an
environmental  site assessment or  environmental  audit report,  or an update of
such an assessment or report,  or the cost of any testing requested or conducted
by  Mortgagee,  unless  Mortgagee  has a  reasonable  basis for its belief  that
Hazardous Materials may be present at the Mortgaged Property.

     (d) Mortgagor  shall indemnify  Mortgagee and hold Mortgagee  harmless from
and against all liability,  loss, cost, damage and expense  (including,  without
limitation, attorneys' fees and costs incurred in the investigation, defense and
settlement  of claims) that  Mortgagee may incur as a result of or in connection
with the assertion against Mortgagee  (whether as past or present holder of this
Mortgage,  as  mortgagee  in  possession  or as past  or  present  owner  of the
Mortgaged Property by virtue of a foreclosure or acceptance of a deed in lieu of
foreclosure) of any claim relating to the presence  and/or  release,  threatened
release, storage, disposal,  generating or removal of any Hazardous Materials or
compliance with any Environmental Laws now in effect or hereinafter enacted. The
obligations  and  liabilities of Mortgagor under this Paragraph 39 shall survive
full payment of the Loan,  entry of a judgment of foreclosure or acceptance of a
deed in lieu of foreclosure or any subsequent  transfer to a third party.  It is
understood  that the presence  and/or release of substances  referred to in this
section hereof does not pertain to a presence  and/or release which first occurs
solely  after  (A)  repayment  of the Loan in full in  accordance  with the Loan
Documents  or (B)  acquisition  of title to the  Property  by  Mortgagee  upon a
foreclosure  or  acceptance  of a deed in lieu of  foreclosure  and surrender of
possession and occupancy of the Property by Mortgagor,  its agents,  affiliates,
employees  and  independent  contractors.  Mortgagor  shall  have the  burden of
proving  that the  conditions  in  subsection  (d) were  satisfied  by clear and
convincing  evidence and shall continue to defend with counsel  satisfactory  to
Mortgagee and shall  indemnify and hold  Mortgagee  harmless for all matters set
forth in this  Paragraph 39, unless and until a court of competent  jurisdiction
finds that Mortgagor has met such burden.

     (e) Nothing  contained  herein shall constitute or be construed as a waiver
of any  statutory  or  judicial  federal,  state or local law which may  provide
rights or remedies to Mortgagee  against  Mortgagor or others in connection with
any claim  relating to the  Mortgaged  Property and  pertaining  to the presence
and/or release, threatened release, storage, disposal,  generating or removal of
any Hazardous  Materials or to the failure to comply with any Environmental Laws
now or hereafter enacted.

     40.  Asbestos.  As long as the Loan is  outstanding,  Mortgagor  shall  not
install or permit to be installed in the Mortgaged Property, friable asbestos or
any substance containing  asbestos.  With respect to any such material currently
present in the Mortgaged  Property,  Mortgagor,  at Mortgagor's  expense,  shall
promptly comply with and shall cause all occupants of the Mortgaged  Property to
comply  with all  present and future  applicable  federal,  state or local laws,
rules, regulations or orders relating to asbestos, friable asbestos and asbestos
containing  materials.  In the event any asbestos,  friable asbestos or asbestos
containing  material is discovered at the Mortgaged  Property,  Mortgagor  shall
obtain a  comprehensive  asbestos  report  prepared  by a licensed  engineer  or
asbestos  consultant  acceptable  to  Mortgagee  describing  the  form,  extent,
location and condition of such asbestos and  recommending  methods of removal or
abatement. Mortgagor shall promptly comply at its sole cost and expense with the
recommendations  contained in such report,  such  compliance  to be performed in
accordance with all applicable federal,  state and local laws,  statutes,  rules
and regulations. Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless
from and  against  all  loss,  cost,  damage  and  expense  (including,  without
limitation, attorneys' fees and costs incurred in the investigation, defense and
settlement  of claims) that  Mortgagee may incur as a result of or in connection
with the assertion against  Mortgagee  (whether as past or present holder of the
Mortgage,  as  mortgagee  in  possession,  or as past or  present  owner  of the
Mortgaged Property by virtue of a foreclosure or acceptance of a deed in lieu of
foreclosure)  of any claim  relating to the  presence or removal of any asbestos
substance  referred to in this  Paragraph  40, or  compliance  with any federal,
state  or local  laws,  rules,  regulations  or  orders  relating  thereto.  The
obligations  and  liabilities of Mortgagor under this Paragraph 40 shall survive
full payment of the Loan, a foreclosure  or the  acceptance of a deed in lieu of
foreclosure.

     41. Bankruptcy or Insolvency.  In the event that Mortgagor or any Guarantor
or, if  Mortgagor  or any  Guarantor  is a general or limited  partnership,  any
general  partner of any such entity (a) admits in writing its  inability  to pay
its debts  generally as they become due, or does not pay its debts  generally as
they  become  due,  (b)  commences  as debtor any case or  proceeding  under any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law,
or seeks or consents to the  appointment  of a receiver,  conservator,  trustee,
custodian,  manager,  liquidator or similar  official for it or the whole or any
substantial  part of its  property,  (c) has a receiver,  conservator,  trustee,
custodian,  manager,  liquidator,  or similar  official  appointed for it or the
whole or any substantial  part of its property,  by any  governmental  authority
with  jurisdiction  to do so, (d) makes a  proposal  or any  assignment  for the
benefit of its  creditors,  or enters  into an  arrangement  or  composition  or
similar plan or scheme with or for the benefit of creditors  generally occurring
in  circumstances in which such entity is unable to meet its obligations as they
become  due or (e) has  filed  against  it any  case  or  proceeding  under  any
bankruptcy, insolvency, reorganization,  liquidation, dissolution or similar law
which (i) is consented to or not timely  contested by such entity,  (ii) results
in the entry of an order for relief,  appointment  of a  receiver,  conservator,
trustee,  custodian,  manager, liquidator or similar official for such entity or
the whole or any  substantial  part of its  property  or (iii) is not  dismissed
within  ninety  (90) days,  an Event of Default  shall  have  occurred  and as a
result,  the entire principal  balance of the Note and all obligations under any
Guaranty  shall  become  immediately  due and payable at the option of Mortgagee
without  notice to Mortgagor or any  Guarantor  and  Mortgagee  may exercise any
remedies available to it hereunder,  under any other Loan Document, at law or in
equity.

     42. Compliance with ERISA and State Statutes on Governmental Plans.

     (a) Mortgagee  represents and warrants to Mortgagor that, as of the date of
this Mortgage and throughout the term of this Mortgage, the source of funds from
which Mortgagee  extends this Mortgage is its general account,  which is subject
to the claims of its general creditors under state law.

     (b) Mortgagor represents and warrants that, as of the date of this Mortgage
and  throughout  the term of this  Mortgage,  (i)  Mortgagor is not an "employee
benefit  plan" as defined  in Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA"), which is subject to Title I of ERISA
and (ii) the assets of such Mortgagor do not constitute  "plan assets" of one or
more such plans within the meaning of 29 C.F.R. Sect. 2510.3-101.

     (c) Mortgagor  represents and warrants to Mortgagee that, as of the date of
this  Mortgage and  throughout  the term of this Mortgage (i) Mortgagor is not a
"governmental  plan"  within  the  meaning  of  Section  3(32) of ERISA and (ii)
transactions  by or with  Mortgagor  or any  Mortgagor  are not subject to state
statues  regulating  investments  of and fiduciary  obligations  with respect to
governmental plans.

     (d)  Mortgagor   covenants   and  agrees  to  deliver  to  Mortgagee   such
certifications  or other evidence from time to time  throughout the term of this
Mortgage,  as requested by Mortgagee in its sole discretion,  that (i) Mortgagor
is not an "employee  benefit plan" or a "governmental  plan",  (ii) Mortgagor is
not subject to state statutes regulating  investments and fiduciary  obligations
with  respect  to  governmental  plans,  and (iii) one or more of the  following
circumstances is true:

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

(B)  Less than 25 percent of all equity  interests in such Mortgagor are held by
     "benefit   plan   investors"   within  the  meaning  of  29  C.F.R.   Sect.
     2510.3-101(f)(2); or

(C)  Mortgagor  qualifies as an "operating  company" or a "real estate operating
     company" within the meaning of 29 C.F.R. Sect. 2510.3.-101(c) or (e).

(e)  Any of the  following  shall  constitute  an Event of  Default  under  this
     Mortgage,  entitling Mortgagee to exercise any and all remedies to which it
     may be entitled under this  Mortgage,  and any other Loan Documents

     (i) the failure of any  representation  or warranty  made by any  Mortgagor
under this Paragraph 42 to be true and correct in all respects, (ii) the failure
of any  Mortgagor  to provide  Mortgagee  with the  written  certifications  and
evidence referred to in this Paragraph 42 or (iii) the consummation by Mortgagor
or any one  Mortgagor of a  transaction  which would cause this  Mortgage or any
exercise of Mortgagee's rights under this Mortgage,  or the other Loan Documents
to constitute a non-exempt prohibited  transaction under ERISA or a violation of
a state statute regulating governmental plans, or otherwise subjecting Mortgagee
to liability for violation of ERISA or such state statute.

     (f)  Mortgagor  shall  indemnify  Mortgagee  and defend and hold  Mortgagee
harmless  from and against all civil  penalties,  excise  taxes,  or other loss,
cost, damage and expense  (including,  without  limitation,  attorneys' fees and
disbursements and costs incurred in the investigation, defense and settlement of
claims and losses  incurred in correcting any  prohibited  transaction or in the
sale  of  a  prohibited  loan,  and  in  obtaining  any  individual   prohibited
transaction  exemption  under ERISA that may be required,  in  Mortgagee's  sole
discretion) that Mortgagee may incur,  directly or indirectly,  as a result of a
default under this Paragraph 42. This indemnity  shall survive any  termination,
satisfaction or foreclosure of this Mortgage.

     43.  Assignments.  Mortgagee shall have the right to assign or transfer its
rights under this Mortgage without limitation, with written notice to Mortgagor.
Any  assignee  or  transferee  shall be entitled  to all the  benefits  afforded
Mortgagee under this Mortgage.

     44. Cooperation.  Mortgagor  acknowledges that Mortgagee and its successors
and assigns may (a) sell this Mortgage, the Note and other Loan Documents to one
or more  investors  as a whole  loan,  (b)  participate  the Loan to one or more
investors,  (c) deposit this Mortgage,  the Note and other Loan Documents with a
trust,  which trust may sell  certificates to investors  evidencing an ownership
interest in the trust assets or (d) otherwise sell the Loan or interest  therein
to  investors  (the  transactions  referred  to in clauses  (a)  through (d) are
hereinafter referred to as "Secondary Market Transactions"). Mortgagor shall, at
its expense not to exceed $5,000 paid to third parties,  reasonably cooperate in
good  faith  with  Mortgagee  (aa)  in  effecting  any  such  Secondary   Market
Transaction and (bb) to implement all requirements  imposed by the Rating Agency
involved in any Secondary Market Transaction including,  without limitation, all
structural  or  other  changes  to the  Loan,  modifications  to  any  documents
evidencing or securing the Loan,  delivery of opinions of counsel  acceptable to
the Rating Agency and addressing  such matters as the Rating Agency may require;
provided,  however, that Mortgagor shall not be required to modify any documents
evidencing or securing the Loan which would modify (i) the interest rate payable
under the Note, (ii) the stated maturity of the Note,  (iii) the amortization of
principal  of the Note or (iv) any  other  material  economic  term of the Loan.
Mortgagor  shall  provide  such  information  and  documents  in its  possession
relating to Mortgagor,  Guarantor, if any, the Mortgaged Property, the Lease and
the Lessee as Mortgagee may  reasonably  request in connection  with a Secondary
Market  Transaction.  Mortgagee  shall have the right to provide to  prospective
investors any  information in its  possession,  including,  without  limitation,
financial statements relating to Mortgagor, the Guarantor, if any, the Mortgaged
Property  and  the  Lessee.  Mortgagor  acknowledges  that  certain  information
regarding  the Loan and the parties  thereto and the  Mortgaged  Property may be
included  in a private  placement  memorandum,  prospectus  or other  disclosure
documents.

     45. Indemnification for Non-Recourse Carveout Obligations. Mortgagor hereby
covenants  and agrees  unconditionally  and  absolutely  to  indemnify  and save
harmless Mortgagee, its officers, directors, shareholders, employees, agents and
attorneys  against  all  damages,  losses,  liabilities,   obligation,   claims,
litigation,   demands  or  defenses,   judgments,  suits,  proceedings,   fines,
penalties,  costs,  disbursements  and expenses of any kind or nature whatsoever
(including without limitation attorneys' fees reasonably incurred), which may at
any time be imposed upon,  incurred by or asserted or awarded against  Mortgagee
and arising from the Non-Recourse Carveout Obligations.

     This indemnity shall survive any  foreclosure of this Mortgage,  the taking
of a deed in lieu  thereof,  or any other  discharge of the  obligations  of the
Mortgagor  hereunder  or a  transfer  of the  Mortgaged  Property,  even  if the
indebtedness  secured  hereby is  satisfied in full.  Mortgagor  agrees that the
indemnification granted herein may be enforced by Mortgagee without resorting to
or exhausting any other security or collateral or without first having  recourse
to the  Note  or  the  Mortgaged  Property  covered  by  this  Mortgage  through
foreclosure  proceedings  or  otherwise;  provided,  however,  that,  subject to
Paragraph 46 of this Mortgage,  nothing herein contained shall prevent Mortgagee
from suing on the Note or foreclosing this Mortgage or from exercising any other
rights under the Loan Documents.

     46. Exculpation. Notwithstanding anything to the contrary contained herein,
but  subject to  Paragraph  45 hereof,  any claim  based on or in respect of any
liability of Mortgagor  under the Note or under this  Mortgage or any other Loan
Document  shall be enforced  only against the  Mortgaged  Property and any other
collateral  now or hereafter  given to secure the Loan and not against any other
assets, properties or funds of Mortgagor;  provided, however, that the liability
of  Mortgagor  for loss,  costs or damage  arising out of the matters  described
below (collectively,  "Non-Recourse  Carveout Obligations") shall not be limited
solely to the Mortgaged  Property and other collateral now or hereafter given to
secure the Loan but shall  include  all of the assets,  properties  and funds of
Mortgagor:  (i) fraud,  misrepresentation  and waste, (ii) any rents,  issues or
profits,  other than  security  deposits  received  from tenants in the ordinary
course of  business,  collected  more than one (1) month in advance of their due
dates, (iii) any misappropriation of rents, issues or profits, security deposits
and any other payments from tenants or occupants (including, without limitation,
lease termination fees) insurance proceeds,  condemnation  awards, or other sums
of a similar nature,  (iv) liability under environmental  covenants,  conditions
and  indemnities  contained in the  Mortgage  and in any separate  environmental
indemnity  agreements,  (v) personalty or fixtures owned by Mortgagor removed or
allowed to be removed by or on behalf of Mortgagor  and not replaced by items of
equal or greater  value or  functionality  than the  personalty  or  fixtures so
removed,  (vi) failure to pay taxes or assessments  prior to delinquency,  or to
pay charges for labor,  materials or other charges which can create liens on any
portion of the  Mortgaged  Property  and any sums  expended by  Mortgagee in the
performance of or compliance  with the  obligations of Mortgagor  under the Loan
Documents,  including,  without  limitation,  sums  expended  to  pay  taxes  or
assessments  or  hazard  insurance  premiums  or bills  for  utilities  or other
services  or  products  for the  benefit of the  Mortgaged  Property,  (vii) the
unauthorized sale,  conveyance or transfer of title to the Mortgaged Property or
encumbrance  of the  Mortgaged  Property,  (viii) the  failure of  Mortgagor  to
maintain its status as a single  purpose,  bankruptcy-remote  entity pursuant to
its organizational  documents and the Loan Documents,  and (ix) attorney's fees,
court  costs and  other  expenses  incurred  by  Mortgagee  in  connection  with
enforcement  of  Mortgagor's  personal  liability as set forth  herein.  Nothing
herein shall be deemed (w) to be a waiver of any right which  Mortgagee may have
under any  bankruptcy  law of the United States or the state where the Mortgaged
Property  is located  including,  but not limited to,  Section  506(a),  506(b),
1111(b) or any other provisions of the U.S. Bankruptcy Code, to file a claim for
the full amount of the indebtedness  secured by this Mortgage or to require that
all of the collateral securing the indebtedness secured hereby shall continue to
secure all of the indebtedness  owing to Mortgagee under the Note, this Mortgage
and the other Loan  Documents;  (x) to impair the  validity of the  indebtedness
secured by this  Mortgage;  (y) to impair the right of Mortgagee as Mortgagee or
secured party to commence an action to foreclose any lien or security  interest;
or (z) to modify, diminish or discharge the liability of any Guarantor under any
Guaranty.

     47.  Notices.  Any  notice,  demand,  statement,  request or  consent  made
hereunder  shall be  effective  and valid only if in writing,  referring to this
Mortgage,  signed  by  the  party  giving  such  notice,  and  delivered  either
personally  to such other  party,  or sent by  nationally  recognized  overnight
courier  delivery  service  or by  certified  mail of the United  States  Postal
Service, postage prepaid, return receipt requested, addressed to the other party
as  follows  (or to such  other  address  or person  as  either  party or person
entitled to notice may by notice to the other party specify):

                  To Mortgagee:

                  John Hancock Life Insurance Company
                  Real Estate Investment Group
                  John Hancock Tower, T-56
                  200 Clarendon Street
                  Boston, Massachusetts 02116
                  Re: Loan No. 6518045

                  with a copy concurrently to:

                  Edwards & Angell, LLP
                  90 State House Square
                  Hartford, Connecticut  06103
                  Attention:  John B. D'Agostino

                  To Mortgagor:

                  Dunnigan Realty LLC
                  30 Dunnigan Drive
                  Suffern, New York  10901
                  Attention:  General Counsel

                  with a copy concurrently to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York  10036
                  Attention:  Perry A. Cacace, Esq.

     Unless otherwise  specified,  notices shall be deemed given as follows: (i)
if  delivered  personally,  when  delivered,  (ii) if  delivered  by  nationally
recognized overnight courier delivery service, on the day following the day such
material is sent,  or (iii) if  delivered by  certified  mail,  on the third day
after the same is deposited  with the United States  Postal  Service as provided
above.

     48. Non-Waiver.  The failure of Mortgagee to insist upon strict performance
of any term  hereof  shall  not be  deemed  to be a  waiver  of any term of this
Mortgage.  Mortgagor shall not be relieved of Mortgagor's  obligations hereunder
by reason of (a) failure of Mortgagee to comply with any request of Mortgagor or
any Guarantor to take any action to foreclose this Mortgage or otherwise enforce
any of the  provisions  hereof or of the Note,  any  Guaranty  or the other Loan
Documents,  (b) the release,  regardless of  consideration,  of the whole or any
part of the Mortgaged Property,  or of any person liable for the Indebtedness or
portion  thereof or (c) any agreement or stipulation by Mortgagee  extending the
time of payment or otherwise  modifying or supplementing  the terms of the Note,
any Guaranty,  this Mortgage or the other Loan  Documents.  Mortgagee may resort
for the payment of the  Indebtedness  to any other security held by Mortgagee in
such order and manner as Mortgagee, in its discretion,  may elect. Mortgagee may
take action to recover the Indebtedness,  or any portion thereof,  or to enforce
any covenant  hereof without  prejudice to the right of Mortgagee  thereafter to
foreclose  this Mortgage.  The rights of Mortgagee  under this Mortgage shall be
separate,  distinct  and  cumulative  and  none  shall be  given  effect  to the
exclusion of the others.  No act of Mortgagee  shall be construed as an election
to  proceed  under  any one  provision  herein  to the  exclusion  of any  other
provision. Mortgagee shall not be limited exclusively to the rights and remedies
herein  stated but shall be entitled to every right and remedy now or  hereafter
afforded by law.

     49. Joint and Several Liability. If there is more than one party comprising
Mortgagor,  then the  obligations  and  liabilities  of each  party  under  this
Mortgage shall be joint and several.

     50.  Severability.  If any term,  covenant or  condition  of the Note,  any
Guaranty or this Mortgage is held to be invalid, illegal or unenforceable in any
respect,  the Note,  any Guaranty and this Mortgage  shall be construed  without
such provision.

     51.  Duplicate  Originals.  This  Mortgage may be executed in any number of
duplicate  originals  and  each  such  duplicate  original  shall be  deemed  to
constitute but one and the same instrument.

     52.  Indemnity and Mortgagee's  Costs.  Mortgagor  agrees to pay all costs,
including,  without  limitation,  attorneys'  fees  and  expenses,  incurred  by
Mortgagee  in enforcing  the terms  hereof  and/or the terms of any of the other
Loan  Documents  or the Note or any  Guaranty,  whether or not suit is filed and
waives to the full  extent  permitted  by law all right to plead any  statute of
limitations as a defense to any action hereunder.  Mortgagor agrees to indemnify
and hold Mortgagee harmless from any and all liability,  loss, damage or expense
(including,   without  limitation,   attorneys'  fees  and  disbursements)  that
Mortgagee may or might incur  hereunder or in connection with the enforcement of
any of  its  rights  or  remedies  hereunder,  any  action  taken  by  Mortgagee
hereunder,  or by  reason  or in  defense  of any and  all  claims  and  demands
whatsoever that may be asserted against  Mortgagee  arising out of the Mortgaged
Property;  and  should  Mortgagee  incur  any such  liability,  loss,  damage or
expense,  the amount thereof with interest  thereon at the Default Rate shall be
payable  by  Mortgagor  immediately  without  demand,  shall be  secured by this
Mortgage, and shall be a part of the Indebtedness.

     53. Certain  Definitions.  Unless the context clearly  indicates a contrary
intent or unless  otherwise  specifically  provided  herein,  words used in this
Mortgage  shall be used  interchangeably  in singular or plural  form.  The word
"Mortgagor"  shall mean Mortgagor  and/or any subsequent  owner or owners of the
Mortgaged Property or any part thereof or interest therein. The word "Mortgagee"
shall mean Mortgagee or any subsequent  holder of the Note. The word  "Guaranty"
shall  mean any  Guaranty  of  Payment,  Guaranty  of  Completion,  Guaranty  of
Collection,  Environmental Indemnity or any other Guaranty or Indemnity given at
any time to or for the benefit of Mortgagee  in  connection  with the Loan.  The
word "Guarantor"  shall mean any person giving or making any Guaranty.  The word
"Note" shall mean the Note or any other evidence of indebtedness secured by this
Mortgage.  The words "Loan  Documents"  shall mean the Note, this Mortgage,  the
loan agreement, if any, between Mortgagor and Mortgagee, the security agreement,
if any, between Mortgagor and Mortgagee,  the assignment of leases and rents, if
any, made by Mortgagor to Mortgagee,  any reserve  agreements  between Mortgagor
and  Mortgagee,  any escrow  agreements  between  Mortgagor and  Mortgagee,  the
assignment of contracts, if any, made by Mortgagor to Mortgagee, all Guaranties,
if any, made to Mortgagee, any other Mortgage or deed of trust securing the Note
and  any  other  agreement,   instrument,  affidavit  or  document  executed  by
Mortgagor,  any  Guarantor  or any  indemnitor  and  delivered  to  Mortgagee in
connection  with the  Loan.  The word  "person"  shall  include  an  individual,
corporation,   partnership,   trust,  unincorporated  association,   government,
governmental  authority or other entity.  The words  "Mortgaged  Property" shall
include any portion of the Mortgaged Property or interest therein.  Whenever the
context may require,  any pronouns used herein shall  include the  corresponding
masculine, feminine or neuter forms, and the singular form of nouns and pronouns
shall include the plural and vice versa.

     54. No Oral Change.  This Mortgage,  and any provisions  hereof, may not be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of  Mortgagor  or any one  Mortgagor or
Mortgagee,  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.

     55. No  Foreign  Person.  Mortgagor  is not a "foreign  person"  within the
meaning of Section  1445(f)(3) of the Internal  Revenue Code of 1986, as amended
and  the  related   Treasury   Department   Regulations,   including   temporary
regulations.

     56.  Separate Tax Lot. The  Mortgaged  Property is assessed for real estate
tax purposes as one or more wholly  independent  tax lot or lots,  separate from
any adjoining land or improvements  not constituting a part of such lot or lots,
and no other  land or  improvements  is  assessed  and taxed  together  with the
Mortgaged Property or any portion thereof.

     57. Right to Release Any Portion of the Mortgaged  Property.  Mortgagee may
release  any  portion  of the  Mortgaged  Property  for  such  consideration  as
Mortgagee may require without, as to the remainder of the Mortgaged Property, in
any way  impairing  or  affecting  the lien or  priority  of this  Mortgage,  or
improving  the position of any  subordinate  lienholder  with  respect  thereto,
except to the extent that the  obligations  hereunder shall have been reduced by
the actual  monetary  consideration,  if any,  received  by  Mortgagee  for such
release, and may accept by assignment, pledge or otherwise any other property in
place thereof as Mortgagee may require without being accountable for so doing to
any other  lienholder.  This  Mortgage  shall  continue  as a lien and  security
interest in the remaining portion of the Mortgaged Property.

     58. Subrogation.  The Mortgagee shall be subrogated for further security to
the lien,  although  released of record, of any and all encumbrances paid out of
the proceeds of the Loan secured by this Mortgage.

     59.  Administrative Fees.  Mortgagee may charge  administrative fees and be
reimbursed for all costs and expenses,  including reasonable attorneys' fees and
disbursements, associated with reviewing and processing post-closing requests of
Mortgagor.

     60.  Disclosure.  Mortgagor  represents  and warrants that (a) it has fully
disclosed to Mortgagee all facts  actually known to Mortgagor  after  exercising
due diligence which are material to the Mortgaged Property and the operation and
tenants  thereof,  the  Mortgagor,  the  Mortgagor's  business  operations,  any
guarantor of Non-Recourse Carveout Obligations,  any indemnitor of environmental
liabilities,  and any other  Guarantor  and any principal of any of them and the
background,  creditworthiness,  financial  condition and business  operations of
each,  (b) all material  information  submitted in connection  with this Loan is
true, correct and complete, (c) the financial and operating statements and other
accounting  information submitted in connection with the Loan are true, correct,
complete,   and  fairly  present  the  financial  condition  of  the  Mortgagor,
Guarantors  and  Indemnitors  and  their  respective  principals  and have  been
prepared  consistent  with  proper  accounting  standards,  and (d)  there is no
litigation,  action,  claim, or other  proceeding,  pending or threatened  which
might, in any way, materially and/or adversely affect the Applicant,  Mortgagor,
any Guarantor, any Indemnitor or the principals of any of them, or the Mortgaged
Property,  Mortgagee's lien thereon, or the financial condition of the Mortgaged
Property or any of the aforementioned persons; and a misrepresentation or breach
of any  representation,  warranty or covenant shall be an Event of Default under
the Loan Documents.

     61. Headings, Etc.. The headings and captions of various paragraphs of this
Mortgage are 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.

     62. Address of Real Property. The street address of the Real Property is as
follows: 22 Hemion Road, Ramapo, New York 10901 (a/k/a Dunnigan Drive,  Suffern,
New York 10901

     63.  Method of  Payment.  At  Mortgagor's  option  upon  written  notice to
Mortgagee,  all payments of principal  and interest and other  amounts due under
this  Mortgage  shall be paid to  Mortgagee by  Automated  Clearing  House debit
against Mortgagor's account.  Mortgagor agrees to pay Mortgagee's administrative
expenses in changing such payment method and to provide  Mortgagee all necessary
authorizations.

     64.  Publicity.  Mortgagor  agrees  that  Mortgagee,  at its  expense,  may
publicize  the  financing  of  the  Mortgaged  Property  in  trade  and  similar
publications after the date hereof.

     65.  Relationship.  The  relationship  of Mortgagee to Mortgagor under this
Mortgage  is  strictly  and  solely  that of lender  and  borrower  and  nothing
contained in this Mortgage or any other Loan Document is intended to create,  or
shall in any  event  or  under  any  circumstance  be  construed  to  create,  a
partnership,   joint   venture,   tenancy-in-common,   joint  tenancy  or  other
relationship of any nature whatsoever between Mortgagee and Mortgagor other than
that of lender and borrower.

     66.  Homestead.  Mortgagor  hereby  waives and  renounces all homestead and
exemption  rights provided by the constitution and the laws of the United States
and of  any  state,  in  and  to the  Land  as  against  the  collection  of the
Indebtedness, or any part hereof.

     67. No Third Party  Beneficiaries.  Nothing contained herein is intended or
shall be deemed to create or confer any rights upon any third person not a party
hereto, whether as a third-party  beneficiary or otherwise,  except as expressly
provided herein.

     68.  Compliance  with  Regulation  U.  Mortgagor  represents,  warrants and
covenants  that no part of the proceeds of the Loan will be used for the purpose
(whether  immediate,  incidental  or  ultimate) of buying or carrying any margin
stock  within  the  meaning  of  Regulation  U (12 CFR part 221) of the Board of
Governors of the Federal  Reserve System of the United States or for the purpose
of reducing or retiring any indebtedness  which was originally  incurred for any
such  purpose,  or for any other  purpose  which  might  constitute  this Loan a
"purpose credit" within the meaning of such Regulation U.

     69. Entire Agreement.  This Mortgage, the Note and the other Loan Documents
constitute the entire  agreement  among  Mortgagor and Mortgagee with respect to
the subject  matter  hereof and all  understandings,  oral  representations  and
agreements heretofore or simultaneously had among the parties are merged in, and
are contained in, such documents and instruments.

     70.  Servicer.  Mortgagee  may from time to time  appoint a  servicer  (the
"Servicer")  to administer  the Loan,  which  Servicer  shall have the power and
authority to exercise all of the rights and remedies of Mortgagee  and to act as
agent of Mortgagee hereunder.

     71. Governing Law; Consent to Jurisdiction. This Mortgage shall be governed
by and construed in accordance  with the law of the state in which the Mortgaged
Property is located without regard to conflict of law provisions  thereof.  Each
Mortgagor,  endorser AND guarantor  hereby submits to personal  jurisdiction  in
said state and the  federal  courts of the United  States of America  located in
said  state  (and  any  appellate  courts  taking  appeals  therefrom)  for  the
enforcement  of  such   Mortgagor'S,   ENDORSER'S  OR  GUARANTOR'S   obligations
hereunder, under the Note, the Guaranty and the other Loan Documents, and waives
any and all  personal  rights  under  the law of any  other  state to  object to
jurisdiction within such state for the purposes of SUCH ACTION, SUIT, PROCEEDING
OR  litigation  to enforce  such  obligations  of such  Mortgagor,  ENDORSER  or
GUARANTOR.  EACH Mortgagor,  ENDORSER AND GUARANTOR hereby waives and agrees not
to assert,  as a defense in any  action,  suit or  proceeding  arising out of or
relating to this  Mortgage,  THE NOTE,  ANY GUARANTY or any OTHER LOAN Document,
(a) that it is not subject to such  jurisdiction  or that such  action,  suit or
proceeding  may not be brought or is not  maintainable  in those  courts or that
this Mortgage, THE NOTE, THE GUARANTY AND/OR ANY OF THE OTHER LOAN DOCUMENTS may
not be  enforced  in or by those  courts or that it is  exempt  or  immune  from
execution, (b) that the action, suit or proceeding is brought in an inconvenient
forum or (c) that the venue of the action,  suit or proceeding  is improper.  In
the  event  any SUCH  action,  suit,  proceeding  or  litigation  is  commenced,
Mortgagor, ENDORSER AND GUARANTOR agree that service of process may be made, and
personal  jurisdiction over such Mortgagor,  ENDORSER OR GUARANTOR obtained,  by
service of a copy of the  summons,  complaint  and other  pleadings  required to
commence  such  litigation  upon such  Mortgagor,  ENDORSER or  GUARANTOR  at 30
DUNNIGAN DRIVE, SUFFERN, NEW YORK 10901.

     72. Partial Release.  Mortgagor may request that Mortgagee release from the
lien of this Mortgage and the other Loan  Documents  (the  "Partial  Release") a
16.16 acre parcel which  constitutes  a portion of the  Mortgaged  Property (the
"Release  Parcel").  Mortgagee will release the Release Parcel provided that all
of the following conditions (the "Partial Release Conditions") are satisfied:

(a)  No Event of Default under the Loan Documents  shall have occurred or remain
     uncured;

(b)  The Partial Release does not occur until after the third anniversary of the
     date the first installment of principal and interest is due under the Note;

(c)  Mortgagor  shall  pay to  Mortgagee,  as a  reduction  to the then  current
     principal amount, an amount equal to $__________  ("Loan Pay Down Amount"),
     and such  prepayment  shall be  treated  in the same  manner  as any  other
     prepayment except as otherwise provided in this Paragraph;

(d)  Mortgagor shall pay to Mortgagee an amount equal to one percent (1%) of the
     Loan Pay Down Amount. Notwithstanding anything in subparagraph (c) above or
     in the Note,  the Loan Pay Down  Amount  may be paid at any time  permitted
     under  subsection (b) above and the payment  required under this subsection
     (d) shall be in lieu of any other  prepayment  premium  required  under the
     Note.

(e)  The Release Parcel shall have been legally and validly  subdivided from the
     Mortgaged  Property,  and both the Release Parcel and the remaining portion
     of the Mortgaged  Property (the "Remaining  Security") are independently in
     compliance  with  all  applicable   federal,   state  and  local  laws  and
     regulations,  including,  without  limitation,  all  laws  and  regulations
     pertaining to  environmental  land use, zoning,  minimum lot size,  parking
     requirements,   setback,   frontage,   site  plan  approval,  and  Map  Act
     requirements (if applicable);

(f)  Mortgagor  provides  Mortgagee with the following which shall be acceptable
     in form and  substance  to  Mortgagee:  (1)  reasonable  evidence  that the
     release of the Release Parcel will not interfere with railroad  access,  or
     vehicular or pedestrian  access to a public way,  utilities,  truck turning
     and access,  parking or other items affecting the Remaining  Security,  (2)
     any easements for access,  utilities or other items necessary to permit the
     Release Parcel and the Remaining Security to operate  independently without
     impairing or unduly  burdening  the Remaining  Security,  and (3) any joint
     use,  reciprocal  covenant and/or operations  agreement necessary to permit
     the Release  Parcel and the  Remaining  Security  to operate  independently
     without impairing or unduly burdening the Remaining Security. The agreement
     to permit the Partial Release does not constitute an agreement by Mortgagee
     to consent to or to subordinate  the Loan Documents to any easements or use
     agreements;

(g)  The  Release  Parcel  and the  Remaining  Security  shall  each  constitute
     separate  tax and zoning lots,  and  Mortgagor  shall  deliver to Mortgagee
     evidence that each parcel  composing  the Release  Parcel and the Remaining
     Security  constitutes a lawful parcel and has been separately  assessed for
     real property tax purposes;

(h)  Mortgagor  delivers to  Mortgagee  an  endorsement  to the title  insurance
     policy  covering the Mortgaged  Property (the "Title  Policy") (1) updating
     the Title Policy to the date of the recording of the  documents  evidencing
     the  Partial  Release,  (2)  reflecting  the new legal  description  of the
     Remaining  Security,  (3)  certifying  and insuring that the Loan Documents
     remain and constitute an enforceable first lien on the Remaining  Security,
     subject  to no  other  exceptions  to title  except  the  title  exceptions
     contained  in the title  policy  issued to  Mortgagee at the closing of the
     Loan,  and (4)  insuring  that the  Remaining  Security  continues to be in
     compliance  with all  state  and  local  zoning,  Map Act (if  applicable),
     subdivision and parking laws and regulations;

(i)  The release of the Release Parcel will not violate the terms of, or entitle
     any tenant to reduce the rent payable under or terminate,  any Lease on the
     Remaining Security;

(j)  Mortgagor  delivers  notice to, and obtains consent of, any party requiring
     notice or consent to the Partial Release;

(k)  Mortgagor  shall execute in favor of Mortgagee such  amendments of the Loan
     Documents as are  necessary  to effect the Partial  Release and to preserve
     (1) the first  priority  status of the lien of Mortgagee  on the  Remaining
     Security, and (2) Mortgagee's other rights and remedies;

(l)  Mortgagor shall pay all reasonable legal, administrative,  title, recording
     and any other costs and expenses  incurred in  connection  with the Partial
     Release  (including,  without  limitation,  any  such  costs  and  expenses
     incurred  by  Mortgagee)  and   furthermore   shall  pay  to  Mortgagee  an
     administrative fee equal to $2,500 for any Partial Release;

(m)  If the Loan is part of a Secondary  Market  Transaction and if requested by
     Mortgagee,  Mortgagor delivers to Mortgagee a Non-Disqualification Opinion.
     A  "Non-Disqualification  Opinion"  means  a  written  opinion  of  counsel
     reasonably  approved  by  Mortgagee  substantially  to the effect  that the
     contemplated  Partial  Release  (a) would  not  constitute  a  "significant
     modification" of the Loan within the meaning of Treas. Reg. Sect. 1.1001-3;
     (b) would not cause the Loan to fail to be a  "qualified  mortgage"  within
     the meaning of Section 860G(a)(3)(A) of the Internal Revenue Code; (c) will
     not cause the entity  holding  the Loan  Documents  to fail to qualify as a
     real estate mortgage  investment conduit ("REMIC") and (d) will not cause a
     "prohibited  transaction," or "prohibited  contribution" under the Internal
     Revenue  Code or any other tax to be imposed  on any REMIC or such  entity;
     and

(n)  If the Loan is part of a Secondary  Market  Transaction and if requested by
     Mortgagee, Mortgagor delivers to Mortgage a Rating Agency Confirmation. The
     term "Rating Agency  Confirmation")  shall mean that  Mortgagor  shall have
     received in writing  evidence from the rating agencies which then or in the
     past rated the  transaction to the effect that the Partial Release will not
     result  in a  re-qualification,  reduction  or  withdrawal  of  any  rating
     initially  assigned or to be assigned  in a  Secondary  Market  Transaction
     together  with such  legal  opinions  as may be  requested  by such  rating
     agencies.

     73. Special State Provisions .

     (a) Inconsistencies.  In the event of any inconsistencies between the terms
and conditions of the foregoing Paragraphs and this Paragraph, the terms of this
Paragraph shall control and be binding.

     (b) Power of Sale.  Upon the  occurrence of an Event of Default,  Mortgagee
may sell, assign, transfer and deliver the whole or, from time to time, any part
of the Mortgaged  Property,  or any interest in any part thereof, at any private
sale or at public auction, with or without demand,  advertisement or notice, for
cash, on credit or for other property, for immediate or future delivery, and for
such  price  or  prices  and on such  terms  as  Mortgagee  in its  uncontrolled
discretion  may  determine,  or as may be  required by law,  including,  without
limitation, the procedures set forth in Article 14 of the New York Real Property
Actions and Proceedings Law (and any amendments or substitute statutes in regard
thereto).

     (c) Use and Occupancy Fee. Upon the  occurrence and during the  continuance
of any Event of Default and pending the  exercise by  Mortgagee  of its right to
exclude  Mortgagor  from all or any part of the  Mortgaged  Property,  Mortgagor
agrees to pay the fair and reasonable  rental value for the use and occupancy of
the Mortgaged  Property or any portion  thereof which are in its  possession for
such period and,  upon default of any such  payment,  will vacate and  surrender
possession  of the Mortgaged  Property or to a receiver,  if any, and in default
thereof may be evicted by any summary  action or proceeding  for the recovery or
possession of premises for non-payment of rent, however designated.

     (d) Payment of  Mortgagee's  Expenses.  In any suit to  foreclose  the lien
hereof  (including  any partial  foreclosure)  or to enforce any other remedy of
Mortgagee  under this Mortgage or the Note,  there shall be allowed and included
as additional  indebtedness  in the decree for sale or other judgment or decree,
all  expenditures  and expenses which may be paid or incurred by or on behalf of
Mortgagee for attorneys'  fees,  appraiser's  fees,  outlays for documentary and
expert evidence,  stenographer's charges, publication costs, and costs which may
be estimated as to items to be expended  after entry of the decree) of procuring
all such abstracts of title,  title searches and  examinations,  title insurance
policies, Torrens certificates,  and similar data and assurances with respect to
title and value as Mortgagee may deem necessary either to prosecute such suit or
to evidence to bidders at any sale which may be had  pursuant to such decree the
true condition of the title or the value of the Mortgaged Property.

     (e) Lien Law. Pursuant to Section 13 of the Lien Law of New York, Mortgagor
will  receive the advances  secured by this  Mortgage and will hold the right to
receive  such  advances  as a trust fund to be applied  first for the purpose of
paying the costs of completing any  improvement and will apply the same first to
the payment of such costs before using any part of the total of the same for any
other purpose.  Mortgagor will indemnify and hold Mortgagee harmless against any
loss  or  liability,  cost  or  expense,  including,   without  limitation,  any
judgments,  attorneys' fees,  costs of appeal bonds and printing costs,  arising
out of or relating  to any  proceeding  instituted  by any  claimant  alleging a
violation by Mortgagor of any applicable lien law.

     (f) Real  Property  Law. All  covenants  and  conditions  contained in this
Mortgage,  other than those  included  in the New York  Statutory  Short Form of
Mortgage, shall be construed as affording to the Mortgagee rights additional to,
and not exclusive of, the rights  conferred  under the provisions of section 254
of the Real Property Law of the state of New York.

     (g) Section 291-f  Agreement.  In accordance  with Section 291-f of the New
York Real Property Law,  Mortgagor shall neither cancel any of the Leases now or
hereafter in effect nor terminate  (except in accordance  with this Mortgage) or
accept a  surrender  thereof nor reduce the  payment of the rent  thereunder  or
otherwise amend, modify or supplement any of the provisions thereof which in any
way affects the rights of Mortgagee (except as permitted hereunder) or grant any
consent or waiver  thereunder or accept any  prepayment of rent  thereunder  for
more than one month in advance  (except for  security  deposits in the  ordinary
course of Mortgagor's business) without first obtaining,  on each such occasion,
the written approval of Mortgagee in accordance herewith; provided, that, in the
event Mortgagor terminates, amends, modifies, and /or supplements any such Lease
(or grants any consent or waiver thereunder) in accordance  herewith,  Mortgagor
shall  promptly   provide   Mortgagee  with  written  notice  of,  and  complete
documentation   relating   to,  such   termination,   modification,   amendment,
supplement,  consent or waiver,  together with such other information  Mortgagee
may reasonably request;  provided,  further, that any cancellation  abridgement,
modification or prepayment  made not in accordance  herewith or with the written
consent  of  Mortgagee  shall be  voidable  by the  holder  of the Note and this
Mortgage,  as such holder may elect.  This Mortgage is intended to be, and shall
operate as, the agreement described in Section 291-f of the Real Property Law of
the State of New York and shall be entitled to the  benefits  afforded  thereby.
Mortgagor shall deliver notice of this Mortgage in form and substance acceptable
to Lender  (unless  such notice is  contained in such  tenant's  Lease),  to all
present and future holders of any interest in any Lease having an unexpired term
of five years or more,  by  assignment  or  otherwise  and shall take such other
action as may now or hereafter be  reasonably  required to afford  Mortgagee the
full protections and benefits of said Section 291-f.

     (h) Assignment of Mortgage.  Upon any prepayment or payment to Mortgagee of
the  Indebtedness  as provided  for herein and in the Note  (including,  without
limitation,  all fees, costs, and expenses incurred by or on behalf of Mortgagee
hereunder or under any other Loan  Document  which  Mortgagor is required to pay
hereunder or under any other Loan Document or for which Mortgagee is entitled to
be reimbursed  hereunder or thereunder)  and the performance by Mortgagor of all
of the obligations  imposed on Mortgagor in the Loan Documents,  Mortgagee shall
assign  without  recourse  all of its right,  title and  interest in and to this
Mortgage to a lender designated by Mortgagor  ("Designated  Lender"), as long as
all of the following conditions are satisfied:

(i)  Designated Lender or Mortgagor requests such assignment in writing at least
     twenty  (20) days prior to the  prepayment  or payment in full of the Loan,
     which request shall include (A) such request to assign;  (B) the legal name
     and  address  of  the  Designated  Lender;  and  (C) a form  of  assignment
     reasonably satisfactory to Mortgagee;

(ii) Without  limiting the foregoing,  such assignment shall be without recourse
     to   Mortgagee   and  shall   expressly   disclaim   any   warranties   and
     representations  from Mortgagee,  except the Mortgagee shall represent that
     it has not assigned the Mortgage;

(iii)Designated  Lender  is an  institutional  lender,  a  commercial  bank,  an
     insurance  company,  a pension fund or a conduit lender,  or any other bona
     fide mortgage  lender,  which may include an institution  not ordinarily in
     the business of holding  mortgage loans,  provided that the acquisition and
     holding of the loan by such individual or entity is a bona fide transaction
     which complies with all applicable laws, regulations and codes;

(iv) The delivery of such assignment occurs  concurrently with the prepayment or
     payment in full of the Loan;

(v)  Such  assignment can be  accomplished  without  violating the provisions of
     applicable law or administrative regulations;

(vi) Mortgagee  shall deliver to Designated  Lender upon full payment  therefore
     original documents in its possession or if lost, affidavit of lost notes or
     other documents,  without  recourse to Mortgagee,  except for a Mortgagee's
     customary indemnity; and

(vii)Mortgagor  shall  pay  Mortgagee's   reasonable   legal  fees  incurred  in
     connection with any such assignment.

     (i)  Non-Residential  Dwelling.  This Mortgage does not cover real property
principally  improved or to be improved by one or more structures  containing in
the  aggregate not more than six (6)  residential  dwelling  units,  each having
their own separate cooking facilities.

     (j) Indefinite Mortgage Savings Clause.  Notwithstanding anything contained
herein to the contrary,  the maximum amount of principal indebtedness secured by
this Mortgage at the time of execution hereof or which under any contingency may
become secured by this Mortgage at any time hereafter is  $34,000,000,  plus (i)
Taxes and Other  Charges and other taxes,  charges or  assessments  which may be
imposed by law upon the Mortgaged Property;  (ii) premiums on insurance policies
covering the Mortgaged  Property;  and (iii) expenses  incurred in upholding the
lien of this  Mortgage,  or to  protect  or make  safe the  Mortgaged  Property,
including, but not limited to (A) the expenses of any litigation to prosecute or
defend the rights and lien created by this Mortgage;  (B) any amounts,  costs or
charges to which the Mortgagee becomes subrogated,  upon payment,  whether under
recognized  principles of law or equity, or under express  statutory  authority,
and (C)  interest on the  Indebtedness  at the interest set forth in the Note or
the Default Rate (as the case may be) and any premium due under or in respect of
the Note and all other sums and fees payable  according to the Note or otherwise
in connection with the Loan.

     (k)  Statement  Required by Section  274-a of New York Real  Property  Law.
Mortgagee  shall,  within 20 days  after  request,  provide  Mortgagor  with the
statement required by Section 274-a of New York Real Property Law.



     [Remainder of page intentionally left blank; signature page to follow.]



<PAGE>


[Signature and Acknowledgement Page to Mortgage, Assignment of
Leases and Rents and Security Agreement]


                  IN WITNESS WHEREOF, Mortgagor has duly executed and delivered
this Mortgage as of the day and year first above written.


                                                         MORTGAGOR:

                                                         DUNNIGAN REALTY LLC



                                                        By:
                                                        David R. Jaffe
                                                        President

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


         On this _____ day of June, 2003, before me, the undersigned, a Notary
Public in and for said state, personally appeared David R. Jaffe, personally
known to me or proved to me on basis of satisfactory evidence to be the person
whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity and that by his signature on the instrument,
the person or the entity upon behalf of which the person acted executed the
instrument.


                                      Name:
                                  Notary Public
                                                     My commission expires:



<PAGE>



                                                Exhibit A-1

                                    EXHIBIT A

                               DESCRIPTION OF LAND