REVOLVING CREDIT AGREEMENT

                          dated as of January 22, l998


                                      among


                  FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
                                  as Borrower,



                            UNION BANK OF SWITZERLAND
                               (New York Branch),
                                    as Bank,


                                       and


                            UNION BANK OF SWITZERLAND
                               (New York Branch),
                             as Administrative Agent
















<PAGE>


                  REVOLVING CREDIT AGREEMENT dated as of January ___, 1998 among
FIRST WASHINGTON REALTY LIMITED PARTNERSHIP, a limited partnership organized and
existing  under the laws of the State of  Maryland  ("Borrower"),  UNION BANK OF
SWITZERLAND  (New  York  Branch),  as agent  for the  Banks  (in such  capacity,
together with its  successors in such  capacity,  "Administrative  Agent"),  and
UNION BANK OF SWITZERLAND (New York Branch) (in its individual  capacity and not
as Administrative Agent, "UBS"; UBS and the lenders who from time to time become
Banks  pursuant  to  Sections  3.07 or 12.05,  and,  if  applicable,  any of the
foregoing  lenders'  Designated  Lender,  each a "Bank"  and  collectively,  the
"Banks").

     Borrower desires that the Banks extend credit as provided  herein,  and the
Banks are prepared to extend such credit on the terms and conditions hereinafter
set forth.  Accordingly,  Borrower,  each Bank and Administrative Agent agree as
follows:


ARTICLE I.                                                DEFINITIONS, ETC.

          Section 1.01                      Definitions.
----------                                  -----------

     As used in this Agreement the following  terms have the following  meanings
(except  as  otherwise  provided,  terms  defined  in  the  singular  to  have a
correlative meaning when used in the plural and vice versa):

               "Additional Costs" has the meaning specified in Section 3.01.

               "Administrative Agent" has the meaning specified in the preamble.

               "Administrative  Agent's Office" means Administrative  Agent's
address located at 299 Park Avenue, New York, NY 10171, or such other address in
the United  States as  Administrative  Agent may designate by notice to Borrower
and the Banks.

                  "Affiliate"  means,  with  respect to any Person  (the  "first
Person"),  any other Person:  (1) which directly or indirectly  controls,  or is
controlled by, or is under common  control with the first Person;  or (2) 10% or
more of the beneficial interest in which is directly or indirectly owned or held
by the first  Person.  The term  "control"  means the  possession,  directly  or
indirectly,  of the  power,  alone,  to  direct or cause  the  direction  of the
management  and policies of a Person,  whether  through the  ownership of voting
securities, by contract, or otherwise.

                  "Agreement" means this Revolving Credit Agreement.

                  "Anchor Stores";  "Anchors"  means,  for each Property,  those
stores to be owned or leased and occupied and operated by major store  operators
approved by Administrative  Agent, and which,  together with the Improvements on
such  Property,  shall be  operated  as an  integrated  shopping  center on such
Property; the major store operators owning and operating such stores pursuant to
the applicable REA.

                  "Annual NOI" means,  at any time,  the aggregate Net Operating
Income for all Properties for the preceding four calendar quarters.

                  "Applicable  Lending Office" means,  for each Bank and for its
LIBOR  Loan,  Bid Rate  Loan(s) or Base Rate Loan,  as  applicable,  the lending
office of such Bank (or of an Affiliate of such Bank)  designated as such on its
signature page hereof or in the applicable  Assignment and Assumption Agreement,
or such other office of such Bank (or of an Affiliate of such Bank) as such Bank
may from time to time specify to Administrative Agent and Borrower as the office
by which its LIBOR Loan, Bid Rate Loan(s) or Base Rate Loan, as  applicable,  is
to be made and maintained.

     "Applicable Margin" means, with respect to Base Rate Loans and LIBOR Loans,
the  respective  rates per annum  determined,  at any time,  based on Borrower's
Credit Rating at the time, in accordance  with the following  table,  subject to
possible  adjustment in accordance  with the  definition of  "Borrower's  Credit
Rating" set forth in this Section 1.01.  Any change in Borrower's  Credit Rating
causing it to move to a different  range on the table shall  effect an immediate
change in the Applicable Margin.

===============================================================================
Borrower's Credit Rating
S&P/Moody's/Duff &
Phelps/Fitch Ratings)                  Applicable Margin      Applicable Margin
                                      for Base Rate Loans      for LIBOR Loans
                                         (% per annum)          (%per annum)
-------------------------------------------------------------------------------
A-/A3/A-/A- or higher                        0.00                   0.70
-------------------------------------------------------------------------------
BBB+/Baa1/BBB+/BBB+                          0.00                   0.80
-------------------------------------------------------------------------------
BBB/Baa2/BBB/BBB                             0.00                   0.90
-------------------------------------------------------------------------------
BBB-/Baa3/BBB-/BBB- or below, or unrated     0.00                   1.00
===============================================================================

                  "Assignee" has the meaning specified in Section 12.05.

                  "Assignment and Assumption  Agreement" means an Assignment and
Assumption Agreement,  substantially in the form of EXHIBIT E, pursuant to which
a Bank assigns and an Assignee assumes rights and obligations in accordance with
Section 12.05.

                  "Authorization  Letter" means a letter  agreement  executed by
Borrower in the form of EXHIBIT A.

     "Available  Total Loan  Commitment"  has the meaning  specified  in Section
2.01(b).

                  "Bank" and "Banks" have the respective  meanings  specified in
the  preamble;  provided,  however,  that the term  "Bank"  shall  exclude  each
Designated Lender when used in reference to a Ratable Loan, the Loan Commitments
or terms relating to the Ratable Loans and the Loan Commitments.

                  "Bank Parties" means Administrative Agent and the Banks.

                  "Banking Day" means (1) any day on which  commercial banks are
not  authorized  or required to close in New York City and (2) whenever such day
relates to a LIBOR Loan, a Bid Rate Loan,  an Interest  Period with respect to a
LIBOR Loan or a Bid Rate  Loan,  or notice  with  respect to a LIBOR Loan or Bid
Rate Loan,  a day on which  dealings in Dollar  deposits are also carried out in
the London interbank market and banks are open for business in London.

                  "Base Rate" means,  for any day, the higher of (1) the Federal
Funds Rate for such day plus one-half  percent  (.50%) or (2) the Prime Rate for
such day.

                  "Base  Rate Loan"  means all or any  portion  (as the  context
requires)  of a Bank's  Ratable  Loan  which  shall  accrue  interest  at a rate
determined in relation to the Base Rate.

                  "Bid  Borrowing  Limit"  means the  lesser of 50% of the Total
Loan Commitment or Seventeen Million Dollars ($17,000,000).

                  "Bid Rate Loan" has the meaning specified in Section 2.01(c).

                  "Bid Rate Loan Note" has the meaning specified in
Section 2.08.

                  "Bid Rate  Quote"  means an offer by a Bank to make a Bid Rate
Loan in accordance with Section 2.02.

                  "Bid Rate Quote Request" has the meaning specified in
Section 2.02(a).

                  "Borrower" has the meaning specified in the preamble.

                  "Borrower's   Accountants"   means  such  accounting   firm(s)
selected by Borrower and reasonably acceptable to Administrative Agent.

                  "Borrower's  Credit  Rating"  means  the  lower of the S&P and
Moody's ratings, if these are the only two (2) ratings (provided,  however, that
in the event the ratings by S&P and Moody's are greater than one-half (1/2) step
apart,  the  Applicable  Margin shall be the average of the  Applicable  Margins
corresponding  to such S&P and  Moody 's  ratings)  or the  lower of the two (2)
highest  ratings if one (1) of these two (2) highest  ratings is from either S&P
or Moody's and if, in addition to S&P and Moody's, there exist ratings by either
or both of Duff & Phelps  and Fitch  (provided,  however,  if Duff & Phelps  and
Fitch are the two (2) highest ratings,  then "Borrower's Credit Rating" shall be
the  higher  of the S&P and  Moody's  ratings)  assigned  from  time to time by,
respectively,  S&P, Moody's, Duff & Phelps and Fitch to Borrower's unsecured and
unsubordinated  long term indebtedness.  Unless such indebtedness of Borrower is
and continues to be rated by both S&P and Moody's,  "Borrower's  Credit  Rating"
shall be  considered  unrated for purposes of  determining  both the  Applicable
Margin and the commitment/facility fee required by Section 2.07.

                  "Borrower's Share of UJV Outstanding  Indebtedness"  means the
sum of the  indebtedness  of each of the UJVs  contributing  to UJV  Outstanding
Indebtedness multiplied by Borrower's respective beneficial fractional interests
in each such UJV.

                  "Borrowing Base" means an amount,  effective for any period of
time,  equal to the  quotient,  recomputed  as of, and  effective  for the three
(3)-month period commencing with, the first day of each January, April, July and
October, of (1) Annual NOI for the four calendar quarters immediately  preceding
such recomputation date divided by (2) 16%.

                  "Capitalization  Value"  means,  at any  time,  the sum of (1)
Combined EBITDA, for the four most recently ended calendar quarters (except that
for purposes of this definition,  the aggregate  contribution to Combined EBITDA
from leasing commissions and management and development fees shall not exceed 5%
of Combined  EBITDA),  capitalized at a rate of 9.50% per annum,  (2) Borrower's
beneficial share of unrestricted cash and marketable  securities of Borrower and
its  Consolidated  Businesses  and UJVs,  at such time,  as  reflected in the FW
Consolidated Financial Statements,  and (3) without duplication,  the cost basis
of  properties of Borrower  under  construction  as certified by Borrower,  such
certificate to be accompanied by all appropriate  documentation  supporting such
figure.

                  "Capital  Lease"  means any lease  which has been or should be
capitalized on the books of the lessee in accordance with GAAP.

                  "Center Ridge" means the property owned by Borrower located in
Centreville, Virginia, together with the Improvements thereon.

                  "Closing Date" means the date this Agreement has been executed
by all parties.

                  "Code" means the Internal Revenue Code of 1986.

                  "Combined  EBITDA" means, for any period of time, (1) revenues
less operating costs before Interest  Expense,  income taxes,  depreciation  and
amortization   and   extraordinary   items   (including,   without   limitation,
non-recurring  items such as gains or losses from asset  sales) and adjusted for
non-cash  revenue  attributable to straight lining of rents for Borrower and its
beneficial  interest  in  its  Consolidated  Businesses,   plus  (2)  Borrower's
beneficial  interest in revenues less operating costs before  Interest  Expense,
income taxes,  depreciation and amortization and extraordinary items (including,
without  limitation,  non-recurring  items  such as gains or losses  from  asset
sales) and adjusted  for non-cash  revenue  attributable  to straight  lining of
rents (after eliminating appropriate intercompany amounts) applicable to each of
the UJVs (to the extent not included  above) in all cases as reflected in the FW
Consolidated Financial Statements.

     "Commitment  Fee Rate"  means the rate per annum  determined,  at any time,
based on Borrower's  Credit Rating in accordance with the following  table.  Any
change in  Borrower's  Credit  Rating  which  causes it to move into a different
range on the table shall effect an immediate change in the Commitment Fee Rate.



Borrower's Credit Rating                                   Commitment Fee Rate
(S&P/Moody's/Duff & Phelps/Fitch Ratings)                     (% per annum)

A-/A3/A-/A- or higher                                                 0.15

BBB+/Baa1/BBB+/BBB+                                                   0.15

BBB/Baa2/BBB/BBB                                                      0.20

BBB-/Baa3/BBB-/BBB- or below, or unrated                              0.20


                  "Consolidated Businesses" means, collectively,  each Affiliate
of  Borrower  who is or  should be  included  in the FW  Consolidated  Financial
Statements in accordance with GAAP.

                  "Consolidated Outstanding Indebtedness" means, as of any time,
all  indebtedness  and liability for borrowed  money,  secured or unsecured,  of
Borrower and all  indebtedness  and  liability  for borrowed  money,  secured or
unsecured,  attributable to Borrower's  beneficial  interest in its Consolidated
Businesses,  including  mortgage  and other  notes  payable  but  excluding  any
indebtedness  which is margin  indebtedness  secured by cash and cash equivalent
securities, all as reflected in the FW Consolidated Financial Statements.

                  "Contingent   Liabilities"   means   the  sum  of  (1)   those
liabilities,  as determined in accordance with GAAP, set forth and quantified as
contingent  liabilities in the notes to the FW Consolidated Financial Statements
and (2)  contingent  liabilities,  other than those  described in the  foregoing
clause (1), which  represent  direct payment  guaranties of Borrower;  provided,
however, that Contingent  Liabilities shall exclude contingent liabilities which
represent the "Other Party's Share" of "Duplicated  Obligations" (as such quoted
terms are hereinafter defined).  "Duplicated  Obligations" means,  collectively,
all those payment  guaranties in respect of Debt of UJVs for which  Borrower and
another  party are  jointly  and  severally  liable,  where  the  other  party's
unsecured and unsubordinated  long-term  indebtedness has been assigned a credit
rating of BBB- or better  by S&P or Baa3 or better by Moody 's.  "Other  Party's
Share" means such other party's fractional share of the obligation under the UJV
in question.

                  "Continue",   "Continuation"  and  "Continued"  refer  to  the
continuation  pursuant to Section  2.11 of a LIBOR Loan as a LIBOR Loan from one
Interest Period to the next Interest Period.

                  "Convert",  "Conversion" and "Converted" refer to a conversion
pursuant  to Section  2.11 of a Base Rate Loan into a LIBOR Loan or a LIBOR Loan
into a Base Rate Loan,  each of which may be  accompanied  by the  transfer by a
Bank (at its sole  discretion)  of all or a portion of its Ratable Loan from one
Applicable Lending Office to another.

                  "Debt"  means:  (1)  indebtedness  or  liability  for borrowed
money,  or for the deferred  purchase  price of property or services  (including
trade obligations);  (2) obligations as lessee under Capital Leases; (3) current
liabilities  in  respect  of  unfunded  vested  benefits  under  any  Plan;  (4)
obligations  under letters of credit  issued for the account of any Person;  (5)
all obligations arising under bankers' or trade acceptance  facilities;  (6) all
guarantees,  endorsements  (other than for collection or deposit in the ordinary
course of business),  and other  contingent  obligations  to purchase any of the
items included in this definition, to provide funds for payment, to supply funds
to invest in any Person, or otherwise to assure a creditor against loss; (7) all
obligations  secured by any Lien on property  owned by the Person  whose Debt is
being measured,  whether or not the obligations  have been assumed;  and (8) all
obligations under any agreement providing for contingent  participation or other
hedging  mechanisms  with  respect  to  interest  payable  on any  of the  items
described above in this definition.

                  "Default"  means any event  which with the giving of notice or
lapse of time, or both, would become an Event of Default.

                  "Default  Rate"  means a rate per  annum  equal  to:  (1) with
respect to Base Rate Loans,  a variable  rate 4% above the rate of interest then
in effect thereon  (including the  Applicable  Margin);  and (2) with respect to
LIBOR Loans and Bid Rate Loans, a fixed rate 4% above the rate(s) of interest in
effect thereon  (including the Applicable Margin or the LIBOR Bid Margin, as the
case may be) at the time of Default  until the end of the then current  Interest
Period therefor and,  thereafter,  a variable rate 4% above the rate of interest
for a Base Rate Loan (including the Applicable Margin).

                  "Designated  Lender" means a special purpose  corporation that
(i) shall have become a party to this  Agreement  pursuant to Section  12.16 and
(ii) is not otherwise a Bank.

                  "Designating Lender" has the meaning specified in
Section 12.16.

                  "Designation  Agreement"  means an agreement in  substantially
the form of  EXHIBIT  J,  entered  into by a Bank and a  Designated  Lender  and
accepted by Administrative Agent.

                  "Disposition" means a sale (whether by assignment, transfer or
Capital Lease) of an asset.

                  "Dollars" and the sign "$" mean lawful money of the United
States of America.

                  "Duff & Phelps" means Duff & Phelps Credit Rating Company.

                  "Elect",  "Election" and "Elected" refer to elections, if any,
by Borrower  pursuant to Section  2.11 to have all or a portion of an advance of
the Ratable Loans be outstanding as LIBOR Loans.

                  "Engineering   Consultant"   means  the  firm   designated  by
Administrative Agent from time to time for any Property.

                  "Environmental  Discharge"  means any  material  discharge  or
release of any Hazardous Materials in violation of any applicable  Environmental
Law.

                  "Environmental  Law"  means any  applicable  Law  relating  to
pollution or the environment,  including Laws relating to noise or to emissions,
discharges, releases or threatened releases of Hazardous Materials into the work
place,  the  community  or  the  environment,   or  otherwise  relating  to  the
generation,  manufacture,  processing,  distribution,  use, treatment,  storage,
disposal, transport or handling of Hazardous Materials.

                  "Environmental  Notice"  means any written  complaint,  order,
citation, letter, inquiry, notice or other written communication from any Person
(1)  affecting or relating to  Borrower's  or  Guarantor's  compliance  with any
Environmental  Law in  connection  with any activity or  operations  at any time
conducted by Borrower or Guarantor,  (2) relating to the  occurrence or presence
of or exposure to or possible or threatened or alleged occurrence or presence of
or exposure to Environmental  Discharges or Hazardous  Materials at any Property
or at any of Borrower's or Guarantor's other locations or facilities, including,
without  limitation:  (a) the  existence  of any  contamination  or  possible or
threatened  contamination  at any such  Property,  location or facility  and (b)
remediation of any  Environmental  Discharge or Hazardous  Materials at any such
location or  facility  or any part  thereof;  and (3) any  violation  or alleged
violation of any relevant Environmental Law.

                  "Equity Value" means, at any time, Capitalization Value less
Total Outstanding Indebtedness.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, including the rules and regulations promulgated thereunder.

                  "ERISA  Affiliate"  means any corporation or trade or business
which is a member of the same  controlled  group of  organizations  (within  the
meaning of Section  414(b) of the Code) as  Borrower  or  Guarantor  or is under
common control  (within the meaning of Section 414(c) of the Code) with borrower
or Guarantor or is required to be treated as a single  employer with Borrower or
Guarantor under Section 414(m) or 414(o) of the Code.

                  "Event of Default" has the meaning specified in Section 9.01.

     "Facility Fee Rate" means the rate per annum determined, at any time, based
on Borrower's  Credit Rating in accordance with the following  table. Any change
in Borrower's  Credit  Rating which causes it to move into a different  range on
the table shall effect an immediate change in the Facility Fee Rate.



Borrower's Credit Rating                                     Facility Fee Rate
(S&P/Moody's/Duff & Phelps/Fitch Ratings)                      (% per annum)

A-/A3/A-/A- or higher                                                 0.15

BBB+/Baa1/BBB+/BBB+                                                   0.15


BBB/Baa2/BBB/BBB                                                      0.20

BBB-/Baa3/BBB-/BBB- or below, or unrated                              0.20


                  "Federal  Funds Rate"  means,  for any day, the rate per annum
(expressed on a 360-day basis of calculation)  equal to the weighted  average of
the rates on overnight  federal funds  transactions  as published by the Federal
Reserve  Bank of New York for  such day  provided  that (1) if such day is not a
Banking  Day,  the  Federal  Funds  Rate for such day shall be such rate on such
transactions  on the  immediately  preceding  Banking Day as so published on the
next  succeeding  Banking  Day,  and (2) if no such rate is so published on such
next  succeeding  Banking Day, the Federal  Funds Rate for such day shall be the
average of the rates quoted by three (3) Federal Funds brokers to Administrative
Agent on such day on such transactions.

                  "Fiscal Year" means each period from January 1 to December 31.

                  "Fitch" means Fitch Investors Service, LP.

                  "Four Mile" means the  property  owned by Borrower  located in
Fredericksburg, Virginia, together with the Improvements thereon.

                  "FW Consolidated  Financial  Statements" means,  collectively,
the consolidated balance sheet and related consolidated statement of operations,
statements of accumulated  deficiency in assets and  shareholder/partner  equity
and statement of cash flows, and footnotes  thereto,  of Borrower and Guarantor,
in each case prepared in accordance with GAAP.

                  "FW Principals" means the trustees, officers and directors of
Guarantor at any applicable time.

                  "GAAP" means generally accepted  accounting  principles in the
United States of America as in effect from time to time, consistently applied.

                  "Good Faith  Contest" means the contest of an item if: (1) the
item is diligently contested in good faith, and, if appropriate,  by proceedings
timely  instituted;  (2) adequate  reserves are established  with respect to the
contested  item;  (3) during the period of such  contest,  the  enforcement  and
collection of any contested item is effectively  stayed;  and (4) the failure to
pay or comply  with the  contested  item during the period of the contest is not
likely  to have an  adverse  effect  on any  Mortgaged  Property  or the  Banks'
interest therein or to result in a Material Adverse Change.

                  "Governmental  Authority" means any nation or government,  any
state  or  other  political  subdivision  thereof,  and  any  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to government.

                  "Graylyn"  means the  property  owned by  Borrower  located in
Wilmington, Delaware, together with the Improvements thereon.

                  "Guarantor"  means First  Washington  Realty  Trust,  Inc.,  a
Maryland corporation, the sole general partner of Borrower.

                  "Guaranty"  means  the  guaranty  of  Borrower's   obligations
hereunder and under the Notes and the Mortgages from Guarantor to the Banks.

                  "Hazardous   Materials"   means  any   pollutant,   effluents,
emissions,  contaminants,  toxic or hazardous  wastes or  substances,  as any of
those terms are defined from time to time in or for the purposes of any relevant
Environmental   Law,   including   asbestos   fibers   and   friable   asbestos,
polychlorinated  biphenyls,  and any petroleum or hydrocarbon-based  products or
derivatives.

                  "Improvements" means, for each Property,  all improvements now
or hereafter located thereon, including,  without limitation, (1) in the case of
Center  Ridge,  the existing  strip  shopping  center  containing  approximately
107,354 SFGLA and known as "Centre Ridge  Marketplace",  (2) in the case of Four
Mile, the existing strip shopping center containing  approximately  96,720 SFGLA
and known as "Four Mile Fork Shopping Center", (3) in the case of Kenhorst,  the
existing strip shopping center containing  approximately 161,434 SFGLA and known
as "Kenhorst  Plaza",  (4) in the case of Newtown  Square,  the  existing  strip
shopping  center  containing  approximately  134,367 SFGLA and known as "Newtown
Square Shopping Center", (5) in the case of Graylyn, the existing strip shopping
center  containing  approximately  65,746 SFGLA and known as "Shoppes of Graylyn
Shopping Center" and (6) in the case of Takoma Park, the existing strip shopping
center containing approximately 108,168 SFGLA and known as "Takoma Park Shopping
Center".

                  "Indemnity"  means,  for  each  Property,  an  agreement  from
Borrower  and  Guarantor  whereby,  among  other  things,  the Bank  Parties are
indemnified regarding Hazardous Materials.

                  "Initial Advance" means the first advance of proceeds of the
Loans.

                  "Interest   Expense"  means,  for  any  period  of  time,  the
consolidated  interest expense,  whether paid,  accrued or capitalized  (without
deduction of consolidated  interest income) of Borrower and that attributable to
Borrower's  beneficial  interest  in  its  Consolidated  Businesses,  including,
without  limitation or duplication (or, to the extent not so included,  with the
addition of), (1) the portion of any rental obligation in respect of any Capital
Lease obligation  allocable to interest expense in accordance with GAAP; (2) the
amortization  of Debt  discounts;  (3) any payments or fees (other than up-front
fees) with  respect to  interest  rate swap or similar  agreements;  and (4) the
interest expense and items listed in clauses (1) through (3) above applicable to
each of the UJVs (to the extent not included  above)  multiplied  by  Borrower's
respective  beneficial  interests in the UJVs,  in all cases as reflected in the
applicable FW Consolidated Financial Statements.

                  "Interest  Period" means,  (1) with respect to any LIBOR Loan,
the period  commencing on the date the same is advanced,  converted  from a Base
Rate Loan or Continued,  as the case may be, and ending,  as Borrower may select
pursuant to Section 2.05,  on the  numerically  corresponding  day in the first,
second or third  calendar  month  thereafter,  provided  that each such Interest
Period which  commences  on the last Banking Day of a calendar  month (or on any
day for  which  there is no  numerically  corresponding  day in the  appropriate
subsequent  calendar month) shall end on the last Banking Day of the appropriate
calendar month; and provided, further, that if Borrower's Credit Rating is below
BBB-/Bac3/BBB-/BBB-1/  or if  Borrower is  unrated,  Borrower  may only select a
period of one  month;  and (2) with  respect  to any Bid Rate  Loan,  the period
commencing  on the date the same is advanced and ending,  as Borrower may select
pursuant to Section 2.02,  on the  numerically  corresponding  day in the first,
second or third  calendar  month  thereafter,  provided  that each such Interest
Period which  commences  on the last Banking Day of a calendar  month (or on any
day for  which  there is no  numerically  corresponding  day in the  appropriate
subsequent  calendar month) shall end on the last Banking Day of the appropriate
calendar month.

                  "Interest  Rate  Agreement"   means  any  interest  rate  swap
agreement,  interest rate cap agreement, interest rate collar agreement or other
similar  contractual  agreement or  arrangement  entered into for the purpose of
protecting against fluctuations in interest rates.

                  "Invitation for Bid Rate Quotes" has the meaning specified in
Section 2.02(b).

                  "Kenhorst"  means the  property  owned by Borrower  located in
Reading, Pennsylvania, together with the Improvements thereon.

                  "Law" means any federal,  state or local  statute,  law, rule,
regulation,  ordinance,  order, code, or rule of common law, now or hereafter in
effect,  and in  each  case  as  amended,  and any  judicial  or  administrative
interpretation thereof by a Governmental  Authority or otherwise,  including any
judicial or administrative order, consent decree or judgment.

                  "Letter of Credit" has the meaning specified in
Section 2.16(a).

                  "Leverage  Ratio" means the ratio,  expressed as a percentage,
of Total Outstanding Indebtedness to Capitalization Value.

                  "LIBOR Base Rate" means,  with respect to any Interest  Period
therefor,   the  rate  per  annum  that  appears  on  Dow  Jones  Page  3750  at
approximately  11:00 a.m.  (London  time) on the date (the "LIBOR  Determination
Date") two (2) Business Days prior to the first day of such Interest Period, for
a period,  and in an amount,  comparable to such  Interest  Period and principal
amount  of the LIBOR  Loan or Bid Rate  Loan,  as the case may be,  in  question
outstanding during such Interest Period; or, if such rate does not appear on Dow
Jones  Page  3750 as of  approximately  11:00  a.m.  (London  time) on the LIBOR
Determination  Date, the rate for deposits in Dollars for a period comparable to
such  Interest  Period  that  appears  on the  Reuters  Screen  LIBO  Page as of
approximately  11:00 a.m. (London time) on the LIBOR Determination Date. If such
rate does not appear on either Dow Jones Page 3750 or on the Reuters Screen LIBO
Page as of  approximately  11:00 a.m.  (London time) on the LIBOR  Determination
Date,  the LIBOR Base Rate for such  Interest  Period will be  determined on the
basis of the  offered  rates for  deposits  in Dollars  for a period,  and in an
amount,  comparable  to such Interest  Period and principal  amount of the LIBOR
Loan or Bid Rate Loan, as the case may be, in question  outstanding  during such
Interest  Period,  that are  offered  by four  (4)  major  banks  in the  London
interbank  market  at  approximately  11:00  a.m.  (London  time)  on the  LIBOR
Determination Date.  Administrative Agent will request that the principal London
office of each of the four (4) major  banks  provide a  quotation  of its Dollar
deposit  offered rate.  If at least two (2) such  quotations  are provided,  the
LIBOR Base Rate will be the arithmetic mean of the quotations. If fewer than two
(2) quotations are provided as requested, the LIBOR Base Rate will be determined
on the basis of the rates quoted for loans in Dollars to leading  European banks
for a period, and in an amount, comparable to such Interest Period and principal
amount  of the LIBOR  Loan or Bid Rate  Loan,  as the case may be,  in  question
outstanding during such Interest Period, offered by major banks in New York City
at approximately  11:00 a.m. (New York time) on the LIBOR Determination Date. If
Administrative  Agent is unable to obtain any such quotation as provided  above,
it will be deemed that the LIBOR Base Rate cannot be determined. For purposes of
the foregoing definition,  "Dow Jones Page 3750" means the display designated as
"Page 3750" on the Dow Jones Markets  Service (or such other page as may replace
Page 3750 on that  service or such  other  service  as may be  nominated  by the
British  Bankers'  Association  as the  information  vendor  for the  purpose of
displaying  British Bankers'  Association  Interest  Settlement Rates for Dollar
deposits);  and "Reuters Screen LIBO Page" means the display  designated as page
"LIBO" on the Reuters  Monitor  Money  Rates  Service (or such other page as may
replace the LIBO page on that service for the purposes of  displaying  interbank
rates from London in Dollars).

                  "LIBOR Bid Margin" has the meaning specified in Section
2.02(c)(2).

                  "LIBOR Bid Rate"  means the rate per annum equal to the sum of
(1) the  LIBOR  Interest  Rate for the Bid  Rate  Loan and  Interest  Period  in
question and (2) the LIBOR Bid Margin.

                  "LIBOR  Interest  Rate" means,  for any LIBOR Loan or Bid Rate
Loan, a rate per annum (rounded upwards,  if necessary,  to the nearest 1/100 of
1%)  determined by  Administrative  Agent to be equal to the quotient of (1) the
LIBOR Base Rate for such  LIBOR  Loan or Bid Rate Loan,  as the case may be, for
the  Interest  Period  therefor  divided  by (2) one  minus  the  LIBOR  Reserve
Requirement  for such LIBOR Loan or Bid Rate Loan,  as the case may be, for such
Interest Period.

                  "LIBOR  Loan"  means  all  or  any  portion  (as  the  context
requires)  of any Bank's  Ratable  Loan which shall  accrue  interest at rate(s)
determined in relation to LIBOR Interest Rate(s).

                  "LIBOR Reserve  Requirement"  means, for any LIBOR Loan or Bid
Rate Loan, the average  maximum rate at which reserves  (including any marginal,
supplemental  or emergency  reserves) are required to be  maintained  during the
Interest  Period  for such LIBOR  Loan or Bid Rate Loan  under  Regulation  D by
member  banks of the  Federal  Reserve  System in New York  City  with  deposits
exceeding   One   Billion   Dollars   ($1,000,000,000)   against   "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the  foregoing,  the LIBOR Reserve  Requirement  shall also reflect any other
reserves  required  to be  maintained  by such  member  banks by  reason  of any
Regulatory  Change  against  (1) any  category  of  liabilities  which  includes
deposits  by  reference  to which the LIBOR  Base  Rate is to be  determined  as
provided in the  definition of "LIBOR Base Rate" in this Section 1.01 or (2) any
category  of  extensions  of  credit or other  assets  which  include  loans the
interest rate on which is  determined on the basis of rates  referred to in said
definition of "LIBOR Base Rate".

                  "Lien" means any  mortgage,  deed of trust,  pledge,  security
interest,   hypothecation,   assignment   for   collateral   purposes,   deposit
arrangement, lien (statutory or other), or other security agreement or charge of
any kind or nature  whatsoever of any third party (excluding any right of setoff
but including, without limitation, any conditional sale or other title retention
agreement,  any financing lease having substantially the same economic effect as
any of the  foregoing,  and the  filing  of any  financing  statement  under the
Uniform Commercial Code or comparable law of any jurisdiction to evidence any of
the foregoing).

                  "Loan" means,  with respect to each Bank, its Ratable Loan and
Bid Rate Loan(s), collectively.

                  "Loan  Commitment"  means,  with  respect  to each  Bank,  the
obligation  to make a Ratable Loan in the principal  amount set forth below,  as
such amount may be reduced from time to time in accordance  with the  provisions
of Section 2.15:

        Bank                          Loan
                                   Commitment

                 UBS       $35,500,000

               Total       $35,500,000

                  "Loan Documents" means this Agreement, the Notes, the Mortgage
and related UCC-1 financing statements for each Property, the Indemnity for each
Property, the Guaranty, the Authorization Letter and the Solvency Certificate.

                  "Major Lease" means any lease  demising 5,000 SFGLA or more of
the Improvements on any Property.

                  "Material  Adverse Change" means either (1) a material adverse
change  in  the  status  of  the  business,  results  of  operations,  financial
condition,  property or  prospects  of Borrower or Guarantor or (2) any event or
occurrence of whatever nature which is likely to have a material  adverse effect
on the ability of Borrower or Guarantor to perform their  obligations  under the
Loan Documents.

                  "Material  Affiliates" means the Affiliates of Borrower listed
on EXHIBIT F, together with (or  excluding) any Affiliates of Borrower which are
hereafter from time to time reasonably  determined by Administrative Agent to be
material (or no longer  material),  upon notice to  Borrower,  based on the most
recent FW Consolidated Financial Statements.

                  "Maturity Date" means February 1, 2001.

                  "Maximum Loan Amount" means,  from time to time, the lesser of
(1) the Total Loan Commitment or (2) the Borrowing Base.

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

                  "Mortgage"  means,  for  each  Property,  the  Deed of  Trust,
Assignment  of  Leases  and  Rents  and  Security  Agreement  or  the  Mortgage,
Assignment of Leases and Rents and Security Agreement in respect thereof,  dated
the date hereof, from Borrower for the benefit of Administrative Agent, as agent
for the Banks, to secure the payment and  performance of Borrower's  obligations
hereunder and under the other Loan Documents.

                  "Mortgaged  Property" means,  for each Property,  the Property
and other property constituting the "Mortgaged Property", as said quoted term is
defined in the Mortgage.

                  "Multiemployer  Plan" means a Plan  defined as such in Section
3(37) of ERISA to which  contributions  have been made by  Borrower or any ERISA
Affiliate and which is covered by Title IV of ERISA.

                  "Net Operating Income" means, for any period, and with respect
to each Property, an amount equal to:

                  (a)      All actual revenues from the operation of the
Property during such period (adjusted for the straight lining of rents),
determined in accordance with GAAP, including all rental and other payments,
including, without limitation, base rent, additional rent, promotional revenues,
percentage rent and payments for common area maintenance, taxes and operating
expenses;

less
              (b) all  expenses  in  connection  with the  Property  during such
         period,   determined  in  accordance  with  GAAP,  including  insurance
         premiums,  real estate taxes, leasing expenses,  promotional  expenses,
         maintenance  and  repair  expenses,   management  fees  and  any  other
         operational  expenses,  all as determined in accordance  with GAAP, but
         not  including  (i) debt  service  payable  under the Notes,  (ii) that
         portion  of  the  cost  of  any  capital  improvements  which  will  be
         capitalized  and  depreciated  or amortized on Borrower's  tax returns,
         including  non-cash  expenses such as  depreciation  and  amortization,
         provided that such deduction is in accordance with GAAP, (iii) costs of
         repairing or restoring the Property,  or portions thereof,  after fire,
         casualty or  condemnation  not  covered by  insurance  or  condemnation
         awards,  (iv) interest paid by Borrower to tenants on security deposits
         collected under leases of the Property,  or portions  thereof,  and (v)
         any  security  deposits  returned  by  Borrower  during  such period to
         tenants under leases of the Property, or portions thereof.

                  "Note" and "Notes" have the respective meanings specified in
Section 2.08.

                  "Newtown  Square" means the property owned by Borrower located
in Newtown Square, Pennsylvania, together with the Improvements thereon.

                  "Obligations"  means each and every  obligation,  covenant and
agreement of Borrower,  now or hereafter existing,  contained in this Agreement,
and any of the  other  Loan  Documents,  whether  for  principal,  reimbursement
obligations,  interest,  fees,  expenses,  indemnities  or  otherwise,  and  any
amendments  or   supplements   thereto,   extensions  or  renewals   thereof  or
replacements  therefor,   including,  but  not  limited  to,  all  indebtedness,
obligations and liabilities of Borrower to Administrative Agent and any Bank now
existing or hereafter incurred under or arising out of or in connection with the
Notes,  this  Agreement,   the  other  Loan  Documents,  and  any  documents  or
instruments  executed in connection  therewith;  in each case whether  direct or
indirect, joint or several, absolute or contingent,  liquidated or unliquidated,
now or hereafter existing, renewed or restructured,  whether or not from time to
time decreased or extinguished  and later  increased,  created or incurred,  and
including all  indebtedness  of Borrower,  under any instrument now or hereafter
evidencing or securing any of the foregoing.

                  "Parent" means, with respect to any Bank, any Person
controlling such Bank.

                  "Participation" and "Participant" have the respective
meanings specified in Section 12.05.

                  "PBGC" means the Pension Benefit Guaranty  Corporation and any
entity succeeding to any or all of its functions under ERISA.

                  "Person"  means  an  individual,   partnership,   corporation,
business trust, joint stock company, trust,  unincorporated  association,  joint
venture,  limited liability company,  Governmental  Authority or other entity of
whatever nature.

                  "Plan" means any employee benefit or other plan established or
maintained,  or to which  contributions have been made, by Borrower or Guarantor
or any ERISA  Affiliate  and which is  covered  by Title IV of ERISA or to which
Section 412 of the Code applies.

                  "presence",  when used in  connection  with any  Environmental
Discharge  or Hazardous  Materials,  means and  includes  presence,  generation,
manufacture,   installation,   treatment,   use,  storage,   handling,   repair,
encapsulation, disposal, transportation, spill, discharge and release.

                  "Prime  Rate"  means that rate of  interest  from time to time
announced by UBS at its Principal Office as its prime commercial lending rate.

                  "Principal  Office" means the  principal  office of UBS in the
United States, presently located at 299 Park Avenue, New York, New York 10171.

                  "Pro Rata Share"  means,  for purposes of this  Agreement  and
with respect to each Bank, a fraction,  the  numerator of which is the amount of
such  Bank's  Loan  Commitment  and the  denominator  of which is the Total Loan
Commitment.

                  "Prohibited  Transaction" means any transaction  proscribed by
Section 406 of ERISA or Section 4975 of the Code and as to which no statutory or
administrative exemption applies.

                  "Property" and "Properties" mean, respectively, each of Center
Ridge,  Four  Mile,   Kenhorst,   Newtown  Square,   Graylyn  and  Takoma  Park,
individually, and all of such properties, collectively

                  "Ratable Loan" has the meaning specified in Section 2.01(b).

                  "Ratable Loan Note" has the meaning specified in Section 2.08.

                  "REA" means,  for each Property,  any reciprocal  easement and
operating or similar  agreement/ by and among Borrower and the Anchors (together
with any agreements  supplemental or incidental  thereto)  pursuant to which the
Improvements and the Anchor Stores are being operated as an integrated community
shopping center.

                  "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be amended or supplemented from time
to time, or any similar Law from time to time in effect.

                  "Regulation U" means Regulation U of the Board of Governors of
the Federal Reserve System, as the same may be amended or supplemented from time
to time, or any similar Law from time to time in effect.

                  "Regulatory  Change"  means,  with  respect  to any Bank,  any
change  after  the date of this  Agreement  in  United  States  federal,  state,
municipal  or  foreign  laws  or  regulations  (including  Regulation  D) or the
adoption  or  making  after  such  date of any  interpretations,  directives  or
requests applying to a class of banks including such Bank of or under any United
States, federal, state, municipal or foreign laws or regulations (whether or not
having  the force of law) by any court or  governmental  or  monetary  authority
charged with the interpretation or administration thereof.

                  "Reportable  Event"  means  any of the  events  set  forth  in
Section  4043(c) of ERISA,  other than those  events as to which the thirty (30)
day notice period is waived under  subsections .13, .14, .16, .18, .19 or .20 of
PBGC Reg. ss.2615.

                  "Required  Banks"  means at any time the Banks having Pro Rata
Shares  aggregating  at  least 66  2/3%;  provided,  however,  that  during  the
existence  of an Event of  Default,  the  "Required  Banks"  shall be the  Banks
holding at least 66 2/3% of the then aggregate  unpaid  principal  amount of the
Loans.

                  "SEC  Reports"  means the reports  required to be delivered to
the Securities and Exchange  Commission  pursuant to the Securities Exchange Act
of 1934, as amended.

                  "SFGLA" means square feet of gross leaseable area.

                  "Solvency  Certificate"  means a  certificate  in the  form of
EXHIBIT D, to be delivered by Borrower pursuant to the terms of this Agreement.

                  "Solvent"  means,  when used with respect to any Person,  that
(1) the fair value of the property of such Person,  on a going concern basis, is
greater than the total amount of  liabilities  (including,  without  limitation,
contingent  liabilities) of such Person;  (2) the present fair saleable value of
the assets of such Person, on a going concern basis, is not less than the amount
that will be  required  to pay the  probable  liabilities  of such Person on its
debts as they become  absolute and matured;  (3) such Person does not intend to,
and does not  believe  that it will,  incur  debts or  liabilities  beyond  such
Person's ability to pay as such debts and liabilities mature; (4) such Person is
not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person's property would constitute unreasonably
small capital after giving due  consideration to the prevailing  practice in the
industry  in which such Person is  engaged;  and (5) such Person has  sufficient
resources,  provided that such resources are prudently utilized,  to satisfy all
of such Person's  obligations.  Contingent  liabilities  will be computed at the
amount that, in light of all the facts and circumstances  existing at such time,
represents  the amount  that can  reasonably  be expected to become an actual or
matured liability.

                  "S&P" means Standard & Poor's Ratings Services,  a division of
McGraw-Hill Companies.

                  "Takoma Park" means the property owned by Borrower  located in
Takoma Park, Maryland, together with the Improvements thereon.

                  "Title Insurer" means, for each Property, the issuer, approved
by  Administrative  Agent, of the title  insurance  policy insuring the Mortgage
thereon.

                  "Total Loan Commitment" means an amount equal to the aggregate
amount of all Loan Commitments.

                  "Total  Outstanding   Indebtedness"  means  the  sum,  without
duplication, of (1) Consolidated Outstanding Indebtedness,  (2) Borrower's Share
of UJV Outstanding Indebtedness and (3) Contingent Liabilities.

                  "UJV  Outstanding  Indebtedness"  means,  as of any time,  all
indebtedness  and liability  for borrowed  money,  secured or unsecured,  of the
UJV's,  all as reflected in the balance sheets of each of the UJVs,  prepared in
accordance with GAAP.

                  "UJVs"  means  the  unconsolidated  joint  ventures  in  which
Borrower owns a beneficial interest and which are accounted for under the equity
method in the FW Consolidated Financial Statements.

                  "Unfunded Current  Liability" of any Plan means the amount, if
any, by which the actuarial present value of accumulated plan benefits as of the
close of its most recent plan year, based upon the actuarial assumptions used by
the Plan's actuary in the most recent annual valuation of the Plan,  exceeds the
fair market value of the assets allocable thereto, determined in accordance with
Section 412 of the Code.

          Section 1.02                      Accounting Terms.
----------                                  ----------------

     All accounting terms not specifically  defined herein shall be construed in
accordance with GAAP, and all financial data required to be delivered  hereunder
shall be prepared in accordance with GAAP.

          Section 1.03                      Computation of Time Periods.
----------                                  ---------------------------

     Except as otherwise provided herein, in this Agreement,  in the computation
of periods of time from a specified  date to a later  specified  date,  the word
"from" means "from and  including" and words "to" and "until" each means "to but
excluding".

          Section 1.04 Rules of  Construction.  Except as  indicated  otherwise,
when used in this Agreement: (1) "or" is not exclusive; (2) a reference to a Law
includes any amendment or  modification to such Law; (3) a reference to a Person
includes its permitted  successors and permitted assigns;  (4) all references to
the  singular  shall  include the plural and vice versa;  (5) a reference  to an
agreement,  instrument or document shall include such  agreement,  instrument or
document as the same may be amended,  modified or supplemented from time to time
in  accordance  with its terms and as permitted by the Loan  Documents;  (6) all
references to Articles,  Sections or Exhibits shall be to Articles, Sections and
Exhibits of this  Agreement;  and (7) all  Exhibits to this  Agreement  shall be
incorporated into this Agreement.


ARTICLE II.                                                   THE LOANS

          Section 2.01                      Ratable Loans; Bid Rate Loans;
                                            Purpose.
----------                                  -----------------------------------

     (a) Subject to the terms and conditions of this Agreement,  the Banks agree
to make loans to  Borrower,  and  Borrower  agrees to accept such loans from the
Banks, as provided in this Article II.

                  (b)  Each  of the  Banks  severally  agrees  to make a loan to
Borrower  (each such loan by a Bank,  a  "Ratable  Loan") in an amount up to its
Loan  Commitment  pursuant to which the Bank shall from time to time advance and
re-advance  to Borrower an amount equal to its Pro Rata Share of the excess (the
"Available  Total Loan  Commitment")  of the Maximum Loan Amount over the sum of
(1) all  previous  advances  (including  Bid Rate Loans) made by the Banks which
remain unpaid and (2) the  outstanding  amount of all Letters of Credit.  Within
the limits set forth  herein,  Borrower  may borrow from time to time under this
paragraph  (b) and prepay from time to time  pursuant to Section 2.09  (subject,
however,  to the  restrictions  on prepayment  set forth in said  Section),  and
thereafter  re-borrow pursuant to this paragraph (b) or paragraph (c) below. The
Ratable Loans may be outstanding  as: (1) Base Rate Loans;  (2) LIBOR Loans;  or
(3) a  combination  of  the  foregoing,  as  Borrower  shall  elect  and  notify
Administrative  Agent in accordance  with Section 2.13. The LIBOR Loan, Bid Rate
Loan  and  Base  Rate  Loan of each  Bank  shall be  maintained  at such  Bank's
Applicable Lending Office.

                  (c) In addition to Ratable  Loans  pursuant to  paragraph  (b)
above, so long as Borrower's unsecured and unsubordinated long term indebtedness
has been  assigned a credit  rate of BBB- or better by S&P and Baa3 or better by
Moody's,  one (1) or more Banks may,  at  Borrower's  request  and in their sole
discretion,  make  non-ratable  loans which shall bear interest at the LIBOR Bid
Rate in  accordance  with  Section  2.02 (such loans  being  referred to in this
Agreement as "Bid Rate Loans").  Borrower may borrow Bid Rate Loans from time to
time pursuant to this paragraph (c) in an amount up to the Available  Total Loan
Commitment at the time of the borrowing  (taking into account any  repayments of
the Loans made simultaneously  therewith) and shall repay such Bid Rate Loans as
required  by Section  2.08,  and it may  thereafter  re-borrow  pursuant to this
paragraph  (c) or paragraph  (b) above;  provided,  however,  that the aggregate
outstanding  principal amount of Bid Rate Loans at any particular time shall not
exceed the Bid Borrowing Limit.

     (d) The  obligations of the Banks under this Agreement are several,  and no
Bank shall be responsible  for the failure of any other Bank to make any advance
of a Loan to be made by such other  Bank.  However,  the  failure of any Bank to
make any advance of the Loan to be made by it  hereunder  on the date  specified
therefor  shall not relieve any other Bank of its obligation to make any advance
of its Loan specified hereby to be made on such date.

     (e) Borrower  shall use the  proceeds of the Loans for general  capital and
working capital purposes of Borrower and its  Consolidated  Businesses and UJVs,
including  costs  incurred in connection  with real estate  acquisitions  and/or
developments.  In no event  shall  proceeds of the Loans be used for any illegal
purpose or for the purpose, whether immediate, incidental or ultimate, of buying
or carrying  "margin stock" within the meaning of Regulation U, or in connection
with any hostile acquisition.

          Section 2.02                      Bid Rate Loans.
----------                                  --------------

     (a) When Borrower's unsecured and unsubordinated long term indebtedness has
the credit ratings required by Section 2.01(c) and wishes to request offers from
the Banks to make Bid Rate Loans, it shall transmit to  Administrative  Agent by
facsimile a request (a "Bid Rate Quote  Request")  substantially  in the form of
EXHIBIT  G-1 so as to be received  not later than 10:30 a.m.  (New York time) on
the fifth  Banking  Day prior to the date for  funding  of the Bid Rate  Loan(s)
proposed therein, specifying:

     (1) the proposed date of funding of the Bid Rate Loan(s),  which shall be a
Banking Day;

     (2) the aggregate  amount of the Bid Rate Loans  requested,  which shall be
Ten Million Dollars  ($10,000,000) or a larger integral  multiple of One Million
Dollars ($1,000,000); and

     (3) the duration of the Interest Period(s)  applicable thereto,  subject to
the provisions of the definition of "Interest Period" in Section 1.01.

     Borrower  may  request  offers to make Bid Rate Loans for more than one (1)
Interest  Period in a single Bid Rate Quote  Request.  No Bid Rate Quote Request
may be submitted by Borrower  sooner than fifteen (15) days after the submission
of any other Bid Rate Quote Request.

     (b) Promptly upon receipt of a Bid Rate Quote Request, Administrative Agent
shall send to the Banks by facsimile an invitation (an  "Invitation for Bid Rate
Quotes")  substantially  in the form of EXHIBIT G-2,  which shall  constitute an
invitation  by Borrower to the Banks to submit Bid Rate Quotes  offering to make
Bid Rate Loans to which such Bid Rate Quote Request  relates in accordance  with
this Section.

                  (c) (1) Each Bank may, but shall not be obligated to, submit a
Bid Rate Quote  containing an offer or offers to make Bid Rate Loans in response
to any Invitation for Bid Rate Quotes.  Each Bid Rate Quote must comply with the
requirements of this paragraph (c) and must be submitted to Administrative Agent
by facsimile not later than 2:00 p.m. (New York time) on the fourth  Banking Day
prior to the  proposed  date of the Bid  Rate  Loan(s);  provided  that Bid Rate
Quotes  submitted  by UBS (or any  Affiliate  of  Administrative  Agent)  in its
capacity as a Bank may be submitted,  and may only be submitted,  if UBS or such
Affiliate  notifies  Borrower  of the  terms of the  offer or  offers  contained
therein not later than one (1) hour prior to the  deadline  for the other Banks.
Any Bid Rate Quote so made shall  (subject  to  Borrower's  satisfaction  of the
conditions  precedent  set  forth in this  Agreement  to its  entitlement  to an
advance) be irrevocable except with the written consent of Administrative  Agent
given on the instructions of Borrower. Bid Rate Loans to be funded pursuant to a
Bid Rate  Quote  may,  as  provided  in  Section  12.16,  be  funded by a Bank's
Designated Lender. A Bank making a Bid Rate Quote may, but shall not be required
to,  specify  in its Bid Rate  Quote  whether  the  related  Bid Rate  Loans are
intended to be funded by such Bank's  Designated  Lender, as provided in Section
12.16.

     (2) Each Bid Rate Quote shall be in  substantially  the form of EXHIBIT G-3
and shall in any case specify:

             (i)      the proposed date of funding of the Bid Rate Loan(s);

                  (ii) the  principal  amount of the Bid Rate  Loan(s) for which
             each such offer is being made,  which  principal  amount (w) may be
             greater than or less than the Loan  Commitment of the quoting Bank,
             (x) must be in the aggregate Five Million Dollars ($5,000,000) or a
             larger integral multiple of One Million Dollars  ($1,000,000),  (y)
             may not  exceed  the  principal  amount of Bid Rate Loans for which
             offers  were  requested  and (z)  may be  subject  to an  aggregate
             limitation as to the  principal  amount of Bid Rate Loans for which
             offers being made by such quoting Bank may be accepted;

     (iii) the margin above or below the  applicable  LIBOR  Interest  Rate (the
"LIBOR  Bid  Margin")  offered  for  each  such Bid Rate  Loan,  expressed  as a
percentage per annum  (specified to the nearest  1/1,000th of 1%) to be added to
(or subtracted from) the applicable LIBOR Interest Rate;

             (iv)     the applicable Interest Period; and

             (v)      the identity of the quoting Bank.

A Bid Rate Quote may set forth up to three (3)  separate  offers by the  quoting
Bank with respect to each Interest  Period  specified in the related  Invitation
for Bid Rate Quotes.

                           (3) Any Bid Rate Quote shall be disregarded if it:

     (i) is not substantially in conformity with EXHIBIT G-3 or does not specify
all of the information required by sub-paragraph (c)(2) above;

     (ii) contains  qualifying,  conditional or similar  language (except for an
aggregate limitation as provided in sub-paragraph (c)(2)(ii) above);

             (iii)  proposes  terms other than or in addition to those set forth
in the applicable Invitation for Bid Rate Quotes; or

             (iv) arrives after the time set forth in subparagraph (c)(1) above.

                  (d)  Administrative  Agent shall on the Banking Day of receipt
thereof  notify  Borrower  in  writing  of the  terms of (x) any Bid Rate  Quote
submitted by a Bank that is in  accordance  with  paragraph  (c) and (y) any Bid
Rate Quote that amends,  modifies or is otherwise  inconsistent  with a previous
Bid Rate Quote  submitted  by such Bank with  respect to the same Bid Rate Quote
Request.   Any  such   subsequent   Bid  Rate  Quote  shall  be  disregarded  by
Administrative  Agent unless such subsequent Bid Rate Quote is submitted  solely
to  correct a  manifest  error in such  former  Bid Rate  Quote.  Administrative
Agent's notice to Borrower shall specify (A) the aggregate  principal  amount of
Bid Rate Loans for which  offers have been  received  for each  Interest  Period
specified in the related Bid Rate Quote Request,  (B) the  respective  principal
amounts and LIBOR Bid Margins so offered and (C) if  applicable,  limitations on
the aggregate  principal amount of Bid Rate Loans for which offers in any single
Bid Rate Quote may be accepted.

                  (e) Not later  than 5:00 p.m.  (New York  time) on the  fourth
Banking Day prior to the proposed date of funding of the Bid Rate Loan, Borrower
shall notify  Administrative  Agent of its acceptance or  non-acceptance  of the
offers so notified to it pursuant to paragraph (d). A notice of acceptance shall
be  substantially  in the form of EXHIBIT G-4 and shall  specify  the  aggregate
principal amount of offers for each Interest Period that are accepted.  Borrower
may accept any Bid Rate Quote in whole or in part; provided that:

     (i) the  principal  amount  of each  Bid  Rate  Loan  may  not  exceed  the
applicable  amount set forth in the  related  Bid Rate Quote  Request or be less
than One Million Dollars  ($1,000,000) and shall be an integral  multiple of One
Hundred Thousand Dollars ($100,000);

     (ii) acceptance of offers with respect to a particular  Interest Period may
only be made on the  basis of  ascending  LIBOR  Bid  Margins  offered  for such
Interest Period from the lowest effective cost; and

     (iii) Borrower may not accept any offer that is described in  sub-paragraph
(c)(3)  or  that  otherwise  fails  to  comply  with  the  requirements  of this
Agreement.

                  (f) If offers  are made by two (2) or more banks with the same
LIBOR Bid Margins,  for a greater aggregate  principal amount than the amount in
respect of which such offers are accepted for the related Interest  Period,  the
principal  amount of Bid Rate Loans in respect of which such offers are accepted
shall be  allocated  by  Administrative  Agent  among  such  Banks as  nearly as
possible  (in  multiples  of  One  Hundred  Thousand  Dollars   ($100,000),   as
Administrative  Agent  may deem  appropriate)  in  proportion  to the  aggregate
principal  amounts of such offers.  Administrative  Agent shall promptly (and in
any event  within one (1)  Banking Day after such  offers are  accepted)  notify
Borrower and each such Bank in writing of any such allocation of Bid Rate Loans.
Determinations by Administrative Agent of the allocation of Bid Rate Loans shall
be conclusive in the absence of manifest error.

     (g) In the event that Borrower accepts the offer(s) contained in one (1) or
more Bid Rate Quotes in accordance  with  paragraph (e), the Bank(s) making such
offer(s)  shall make a Bid Rate Loan in the accepted  amount (as  allocated,  if
necessary,  pursuant  to  paragraph  (f)) on the  date  specified  therefor,  in
accordance with the procedures specified in Section 2.04.

     (h)  Notwithstanding  anything to the contrary contained herein,  each Bank
shall be  required  to fund  its Pro Rata  Share  of the  Available  Total  Loan
Commitment in accordance  with Section  2.01(b) despite the fact that any Bank's
Loan  Commitment  may have been or may be  exceeded  as a result of such  Bank's
making Bid Rate Loans.

     (i) A Bank who is  notified  that it has been  selected  to make a Bid Rate
Loan as provided above may designate its Designated Lender (if any) to fund such
Bid Rate Loan on its behalf,  as  described  in Section  12.16.  Any  Designated
Lender  which funds a Bid Rate Loan shall on and after the time of such  funding
become the obligee  under such Bid Rate Loan and be entitled to receive  payment
thereof when due. No Bank shall be relieved of its obligation to fund a Bid Rate
Loan, and no Designated  Lender shall assume such obligation,  prior to the time
the applicable Bid Rate Loan is funded.

          Section 2.03 Advances  Generally.  The Initial Advance shall be in the
minimum amount of One Million Dollars  ($1,000,000) and in integral multiples of
One Hundred Thousand Dollars ($100,000) above such amount and shall be made upon
satisfaction  of the conditions set forth in Section 4.01.  Subsequent  advances
shall be made no more frequently than weekly  thereafter,  upon  satisfaction of
the conditions set forth in Section 4.02. The amount of each advance  subsequent
to the Initial  Advance  shall be in the minimum  amount of One Million  Dollars
($1,000,000) (unless less than One Million Dollars ($1,000,000) is available for
disbursement pursuant to the terms hereof at the time of any subsequent advance,
in which  case the  amount  of such  subsequent  advance  shall be equal to such
remaining  availability)  and in  integral  multiples  of One  Hundred  Thousand
Dollars ($100,000) above such amount. Additional restrictions on the amounts and
timing of, and  conditions to the making of,  advances of Bid Rate Loans are set
forth in Section 2.02.

                  Each advance shall be subject,  in addition to the limitations
and conditions applicable to advances of the Loans generally,  to Administrative
Agent's  receipt,  on or  immediately  prior to the date  the  request  for such
advance is made, of a certificate,  of the sorts  required by paragraphs  (3)(a)
and (b) of Section 6.09,  which shall  demonstrate  Borrower's  compliance  (and
shall include the computations and details of the items referred to in paragraph
(3)(c) of Section 6.09 confirming  such  compliance) and including a calculation
of the then current  Borrowing Base, on a pro-forma  basis, as of the end of the
most recently ended calendar  quarter for which  financial  results are required
hereunder to have been reported by Borrower,  with all  covenants  enumerated in
said paragraph (3)(b).

                  In  connection  with each advance of Loan  proceeds  such that
with such  advance  the  aggregate  amount  advanced in any  three-month  period
exceeds Fifteen Million Dollars ($15,000,000),  (1) the advance shall be subject
to Administrative Agent's receipt,  simultaneously with the certificate required
by the preceding  paragraph,  of a certificate by the same officer setting forth
the use of the advance,  the income  projected to be generated from such advance
for purposes of determining  Combined EBITDA and the type of income so generated
and (2),  in  connection  with  the  certificate  to be  given in the  preceding
paragraph,  the following  pro-forma  adjustments  shall be made to the covenant
compliance calculations of paragraph 3(b) of Section 6.09 required as of the end
of the most recently  ended  calendar  quarter for which  financial  results are
required hereunder to have been reported by Borrower:

     (i) Total Outstanding  Indebtedness shall be adjusted by adding thereto all
indebtedness  and  unsecured  indebtedness  that  is  incurred  by  Borrower  in
connection with the advance;

     (ii)  Combined  EBITDA,  for any  period,  shall be  adjusted by adding the
income to be included as provided in Borrower's certificate; and

     (iii) Interest Expense, for any period, shall be adjusted by adding thereto
interest expense to be incurred by Borrower in connection with the advance.

          Section  2.04  Procedures  for  Advances.  In the case of  advances of
Ratable Loans,  Borrower shall submit to Administrative Agent a request for each
advance,  stating the amount  requested and the expected  purpose for which such
advance is to be used,  no later  than  10:00  a.m.  (New York time) on the date
which is three (3) Banking Days prior to the date the advance is to be made.  In
the case of advances of Bid Rate Loans,  Borrower  shall submit a Bid Rate Quote
Request at the time specified in Section 2.02, accompanied by a statement of the
expected  purpose for which such  advance is to be used.  Administrative  Agent,
upon its receipt and  approval  of the request for  advance,  will so notify the
Banks either by telephone or by  facsimile.  Not later than 10:00 a.m. (New York
time) on the date of each advance,  each Bank (in the case of Ratable  Loans) or
the  applicable  Bank(s)  (in the case of Bid Rate  Loans)  shall,  through  its
Applicable Lending Office and subject to the conditions of this Agreement,  make
the amount to be advanced by it on such day available to  Administrative  Agent,
at  Administrative  Agent's  Office and in immediately  available  funds for the
account of  Borrower.  The amount so received  by  Administrative  Agent  shall,
subject to the  conditions of this  Agreement,  be made available to Borrower by
Administrative  Agent by federal funds  transfer to such account as Borrower may
designate in writing to Administrative Agent.

          Section  2.05  Interest  Periods:  Renewals.  In the case of the LIBOR
Loans,  Borrower  shall select an Interest  Period of any duration in accordance
with the definition of Interest Period in Section 1.01, subject to the following
limitations:  (1) no Interest Period may extend beyond the Maturity Date; (2) if
an Interest  Period would end on a day which is not a Banking Day, such Interest
Period shall be extended to the next Banking Day,  unless such Banking Day would
fall in the next calendar  month,  in which event such Interest Period shall end
on the  immediately  preceding  Banking  Day;  and (3) only  five  (5)  discrete
segments of a Bank's Ratable Loan bearing  interest at a LIBOR Interest Rate for
a designated  Interest Period pursuant to a particular  Election,  Conversion or
Continuation,  may be  outstanding  at any one time (each  such  segment of each
Bank's  Ratable Loan  corresponding  to a  proportionate  segment of each of the
other Banks'  Ratable  Loans,  barring a conversion  or  suspension of the LIBOR
Interest Rate by one (1)or more, but not all,  Banks,  or the failure of one (1)
or more, but not all, Banks to make an advance).

                  Upon  notice to  Administrative  Agent as  provided in Section
2.13,  Borrower  may  Continue  any LIBOR  Loan on the last day of the  Interest
Period for such LIBOR Loan for the same or different duration in accordance with
the limitations provided above.

          Section 2.06 Interest.  Borrower shall pay interest to  Administrative
Agent for the  account  of the  applicable  Bank on the  outstanding  and unpaid
principal amount of the Loans, at a rate per annum as follows: (1) for Base Rate
Loans at a rate equal to the Base Rate plus the Applicable Margin; (2) for LIBOR
Loans at a rate equal to the applicable  LIBOR Interest Rate plus the Applicable
Margin;  and (3) for Bid Rate Loans at a rate equal to the applicable  LIBOR Bid
Rate. Any principal amount not paid when due (when scheduled, at acceleration or
otherwise)  shall bear interest  thereafter,  payable on demand,  at the Default
Rate.

     The  interest  rate on Base  Rate  Loans  shall  change  when the Base Rate
changes.  Interest  shall be calculated for the actual number of days elapsed on
the basis of, in the case of Base Rate  Loans,  LIBOR  Loans and Bid Rate Loans,
three hundred sixty (360) days.

                  Accrued  interest  shall be due and  payable in arrears (x) in
the case of both Base Rate Loans and LIBOR  Loans,  on the first  Banking Day of
each calendar month and (y) in the case of Bid Rate Loans,  at the expiration of
the  Interest  Period  applicable  thereto;  provided,  however,  that  interest
accruing at the Default Rate shall be due and payable on demand.

          Section 2.07                      Fees.
----------                                  ----

     (a) During periods when Borrower's  unsecured and unsubordinated  long term
indebtedness  is rated  below BBB- by S&P or below  Baa3 by Moody's or  unrated,
Borrower  shall  pay to  Administrative  Agent  for the  account  of each Bank a
commitment  fee computed on the daily unused Loan  Commitment  of such Bank at a
rate per annum equal to the daily  Commitment Fee Rate,  calculated on the basis
of a year of three  hundred  sixty  (360)  days for the  actual  number  of days
elapsed.  The accrued  commitment fee shall be due and payable in arrears on the
first day of January,  April,  July and October of each year,  commencing on the
first such date after the Closing Date,  and upon the Maturity Date (as the same
may be accelerated) or earlier termination of the Loan Commitments;

                  (b)   During   periods   when    Borrower's    unsecured   and
unsubordinated long term indebtedness is rated BBB- or higher by S&P and Baa3 or
higher by Moody's, Borrower shall pay to Administrative Agent for the account of
each Bank a facility  fee  computed  on the daily Loan  Commitment  of such Bank
(irrespective  of  usage) at a rate per annum  equal to the daily  Facility  Fee
Rate,  calculated  on the basis of a year of three  hundred sixty (360) days for
the actual  number of days  elapsed.  The accrued  facility fee shall be due and
payable in arrears on the first day of January,  April, July and October of each
year,  commencing  on the first such date after the Closing  Date,  and upon the
Maturity Date (as the same may be  accelerated)  or earlier  termination  of the
Loan Commitments.

          Section  2.08  Notes.  The  Ratable  Loan made by each Bank under this
Agreement shall be evidenced by, and repaid with interest in accordance  with, a
promissory note of Borrower in the form of EXHIBIT B duly completed and executed
by  Borrower,  in the  principal  amount  equal to such Bank's Loan  Commitment,
payable to such Bank for the account of its Applicable Lending Office (each such
note,  as the  same may  hereafter  be  amended,  modified,  extended,  severed,
assigned,  substituted,  renewed or restated  from time to time,  including  any
substitute  note pursuant to Section 3.07 or 12.05, a "Ratable Loan Note").  The
Bid Rate Loans of the Banks shall be  evidenced  by a single  global  promissory
note of  Borrower  in the form of  EXHIBIT C, duly  completed  and  executed  by
Borrower,  in the principal amount of Seventeen  Million Dollars  ($17,000,000),
payable to  Administrative  Agent for the account of the respective Banks making
Bid Rate Loans  (such note,  as the same may  hereafter  be  amended,  modified,
extended, severed, assigned, substituted, renewed or restated from time to time,
the "Bid Rate Loan Note"). A particular Bank's Ratable Loan Note,  together with
its interest, if any, in the Bid Rate Loan Note, are referred to collectively in
this Agreement as such Bank's "Note";  all such Ratable Loan Notes and interests
are referred to collectively in this Agreement as the "Notes".  The Ratable Loan
Notes shall mature, and all outstanding principal and accrued interest and other
sums thereunder  shall be paid in full, on the Maturity Date, as the same may be
accelerated. The outstanding principal amount of each Bid Rate Loan evidenced by
the Bid Rate Loan Note,  and all accrued  interest  and other sums with  respect
thereto,  shall  become due and payable to the Bank making such Bid Rate Loan at
the earlier of the expiration of the Interest Period  applicable  thereto or the
Maturity Date, as the same may be accelerated.

                  Each Bank is hereby  authorized  by Borrower to endorse on the
schedule  attached  to the  Ratable  Loan  Note held by it,  the  amount of each
advance,  and each payment of principal received by such Bank for the account of
its  Applicable  Lending  Office(s)  on  account  of  its  Ratable  Loan,  which
endorsement  shall,  in the absence of manifest  error,  be conclusive as to the
outstanding balance of the Ratable Loan made by such Bank.  Administrative Agent
is hereby  authorized by Borrower to endorse on the schedule attached to the Bid
Rate Loan Note the amount of each Bid Rate Loan, the name of the Bank making the
same, the date of the advance thereof,  the interest rate applicable thereto and
the expiration of the Interest  Period  applicable  thereto (i.e.,  the maturity
date  thereof).  The  failure by  Administrative  Agent or any Bank to make such
notations  with respect to the Loans or each advance or payment  shall not limit
or otherwise  affect the  obligations  of Borrower  under this  Agreement or the
Notes.

          Section 2.09 Prepayments.  Without  prepayment  premium or penalty but
subject to Section  3.05,  Borrower  may,  upon at least three (3) Banking Days'
notice to  Administrative  Agent,  prepay the  Ratable  Loans in whole or,  with
respect  to Base  Rate  Loans  only,  in part,  provided  that  (1) any  partial
prepayment  under this  Section  shall be in integral  multiples  of One Million
Dollars  ($1,000,000);  and (2) each prepayment under this Section shall include
all interest  accrued on the amount of principal  prepaid to (but excluding) the
date of prepayment, provided, however, that, in the case of partial prepayments,
payment of the interest on the principal  amount prepaid may, at  Administrative
Agent's option, be deferred until the next regularly  scheduled interest payment
date.

          Section 2.10 Method of Payment. Borrower shall make each payment under
this  Agreement and under the Notes not later than 11:00 a.m. (New York time) on
the date when due in Dollars to Administrative  Agent at Administrative  Agent's
Office in immediately available funds.  Administrative Agent will thereafter, on
the day of its receipt of each such  payment,  cause to be  distributed  to each
Bank (1) such Bank's  appropriate  share (based upon the respective  outstanding
principal amounts and interest due under the Notes of the Banks) of the payments
of  principal  and  interest  in like  funds  for  the  account  of such  Bank's
Applicable  Lending Office; and (2) fees payable to such Bank in accordance with
the terms of this Agreement. Borrower hereby authorizes Administrative Agent and
the Banks,  if and to the extent  payment by Borrower is not made when due under
this  Agreement  or under the Notes,  to charge  from time to time  against  any
account Borrower maintains with  Administrative  Agent or any Bank any amount so
due to Administrative Agent and/or the Banks.

                  Except to the extent provided in this Agreement,  whenever any
payment  to be made under  this  Agreement  or under the Notes is due on any day
other than a Banking  Day,  such  payment  shall be made on the next  succeeding
Banking  Day,  and such  extension of time shall in such case be included in the
computation of the payment of interest and other fees, as the case may be.

          Section 2.11 Elections,  Conversions or Continuation of Loans. Subject
to the provisions of Article III and Sections 2.05 and 2.12, Borrower shall have
the right to Elect to have all or a portion of any advance of the Ratable  Loans
be LIBOR Loans,  to Convert Base Rate Loans into LIBOR Loans,  to Convert  LIBOR
Loans into Base Rate Loans,  or to Continue  LIBOR Loans as LIBOR Loans,  at any
time or from time to time, provided that: (1) Borrower shall give Administrative
Agent notice of each such Election,  Conversion or  Continuation  as provided in
Section 2.13;  and (2) a LIBOR Loan may be Continued only on the last day of the
applicable  Interest Period for such LIBOR Loan. Except as otherwise provided in
this Agreement,  each Election,  Continuation and Conversion shall be applicable
to each Bank's Ratable Loan in accordance with its Pro Rata Share.

          Section 2.12                      Minimum Amounts.
----------                                  ---------------

     With  respect  to the  Ratable  Loans as a whole,  each  Election  and each
Conversion  shall be in an  amount  at least  equal  to  Three  Million  Dollars
($3,000,000)  and  in  integral   multiples  of  One  Hundred  Thousand  Dollars
($100,000).

          Section 2.13
----------                                  ----------------------------------

     Certain  Notices  Regarding  Elections,  Conversions and  Continuations  of
Loans. Notices by Borrower to Administrative Agent of Elections, Conversions and
Continuations of LIBOR Loans shall be irrevocable and shall be effective only if
received by  Administrative  Agent not later than 10:00 a.m.  (New York time) on
the  number  of  Banking  Days  prior  to the  date  of the  relevant  Election,
Conversion or Continuation specified below:

Notice                                                        Number of
                                                              Banking Days Prior

Conversions into Base Rate Loans                                one (1)

Elections of, Conversions into or Continuations as, LIBOR Loan  three (3)


Promptly following its receipt of any such notice, Administrative Agent shall so
advise  the Banks  either by  telephone  or by  facsimile.  Each such  notice of
Election  shall  specify the portion of the amount of the advance  that is to be
LIBOR Loans  (subject to Section  2.12) and the duration of the Interest  Period
applicable  thereto  (subject to Section  2.05);  each such notice of Conversion
shall specify the LIBOR Loans or Base Rate Loans to be Converted;  and each such
notice of  Conversion  or  Continuation  shall specify the date of Conversion or
Continuation  (which shall be a Banking  Day),  the amount  thereof  (subject to
Section  2.12)  and the  duration  of the  Interest  Period  applicable  thereto
(subject to Section 2.05). In the event that Borrower fails to Elect to have any
portion of an advance of the Ratable Loans be LIBOR Loans,  the entire amount of
such advance shall  constitute Base Rate Loans. So long as there exists no Event
of Default,  in the event that Borrower fails to Continue LIBOR Loans within the
time period and as  otherwise  provided in this  Section,  such LIBOR Loans will
automatically become LIBOR Loans with an Interest Period of one (1) month on the
last day of the then current  applicable  Interest  Period for such LIBOR Loans.
Notwithstanding  anything to the contrary contained herein,  upon the occurrence
of an Event of Default which is continuing, Borrower shall no longer be entitled
to Convert Base Rate Loans into LIBOR Loans or to Continue  LIBOR Loans as LIBOR
Loans and all then existing  LIBOR Loans shall be  automatically  Converted into
Base  Rate  Loans  on the  last  day of the  then  current  applicable  Interest
Period(s) for such LIBOR Loans. The foregoing  provisions shall not be construed
as a waiver by the Banks of their right to pursue any other  remedies  available
to them  under  any  Mortgage  or any other  Loan  Document  nor  shall  they be
construed  to limit in any way the  application  of the Default Rate as provided
herein and in the Mortgages.

          Section 2.14                      Late Payment Premium.
----------                                  --------------------

     Borrower shall pay to  Administrative  Agent for the account of the Banks a
late  payment  premium  in the  amount of 4% of any  payments  of  principal  or
interest  under  the  Loans  made  more  than  five (5) days  after the due date
thereof,  which  shall be due  with any such  late  payment.  Such  late  charge
represents the  reasonable  estimate of Borrower and the Banks of a fair average
compensation  for the loss that may be sustained by the Banks due to the failure
of Borrower  to make timely  payments.  Such late charge  shall be paid  without
prejudice to the right of the Banks to collect any other amounts provided herein
or in the other Loan  Documents  to be paid or to  exercise  any other  remedies
under the Loan Documents.

          Section 2.15  Terminations of Commitments.  (a) At any time,  Borrower
shall have the right,  without premium or penalty,  to terminate any unused Loan
Commitments  existing as of the date of such  termination,  in whole or in part,
from time to time,  provided  that:  (1) Borrower shall give notice of each such
termination to Administrative  Agent no later then 10:00 a.m. (New York time) on
the date which is fifteen (15) Banking Days prior to the  effectiveness  of such
termination;  (2) the Loan  Commitments  of each of the Banks must be terminated
ratably and  simultaneously  with those of the other Banks; and (3) each partial
termination of the Loan Commitments as a whole (and  corresponding  reduction of
the Total Loan  Commitment)  shall be in an  integral  multiple  of One  Million
Dollars ($1,000,000).

     (b) The Loan Commitments, to the extent terminated, may not be reinstated.

          Section 2.16                      Letters of Credit.
----------                                  -----------------

     (a) Borrower,  by notice to Administrative  Agent, may request,  in lieu of
advances  of  proceeds of the Ratable  Loans,  that  Administrative  Agent issue
unconditional,  irrevocable  standby  letters  of credit  (each,  a  "Letter  of
Credit")  for the  account  of  Borrower,  payable  by  sight  drafts,  for such
beneficiaries and with such other terms as Borrower shall specify. Promptly upon
issuance of a Letter of Credit,  Administrative  Agent shall  notify each of the
Banks by telephone or by facsimile.

                  (b) The amount of any such  Letter of Credit  shall be limited
to the lesser of (1) Fifteen  Million Dollars  ($15,000,000)  less the amount of
all other  Letters of Credit then issued and  outstanding  or (2) the  Available
Total Loan  Commitment,  it being  understood  that the amount of each Letter of
Credit issued and outstanding  shall effect a reduction,  by an equal amount, of
the  Available  Total Loan  Commitment  as  provided  in Section  2.01(b)  (such
reduction to be allocated to each Bank's Ratable Loan ratably in accordance with
the Banks' respective Pro Rata Shares).

     (c) The amount of each  Letter of Credit  shall be  further  subject to the
conditions  and  limitations  applicable  to  amounts of  advances  set forth in
Section 2.03 and the  procedures for the issuance of each Letter of Credit shall
be the same as the procedures  applicable to the making of advances as set forth
in the first sentence of Section 2.04.

     (d)  Administrative  Agent's  issuance  of each  Letter of Credit  shall be
subject  to  Borrower's   satisfaction  of  all  conditions   precedent  to  its
entitlement to an advance of proceeds of the Loans.

     (e) Each Letter of Credit shall expire no later than the earlier of (x) one
(1) month prior to the  Maturity  Date or (y) one (1) year after the date of its
issuance.

     (f) In connection with, and as a further condition to the issuance of, each
Letter of Credit,  Borrower shall execute and deliver to Administrative Agent an
application  for the Letter of Credit on  Administrative  Agent's  standard form
therefor,  together  with such  other  documents,  opinions  and  assurances  as
Administrative Agent shall reasonably require.

                  (g) In connection with each Letter of Credit,  Borrower hereby
covenants  to pay to  Administrative  Agent the  following  fees,  each  payable
quarterly  in  arrears  (on  the  first  Banking  Day of each  calendar  quarter
following  the  issuance  of  the  Letter  of  Credit):  (i) a fee,  payable  to
Administrative Agent for the account of the Banks,  computed daily on the amount
of the Letter of Credit issued and  outstanding at a rate per annum equal to the
"Banks'  L/C Fee Rate"  (as  hereinafter  defined)  and (ii) a fee,  payable  to
Administrative  Agent for its own account,  computed  daily on the amount of the
Letter of Credit  issued  and  outstanding  at a rate per annum of  0.125%.  For
purposes of this Agreement, the "Banks' L/C Fee Rate" shall mean, at any time, a
rate per annum equal to the Applicable  Margin for LIBOR Loans. It is understood
and agreed that the last  installment of the fees provided for in this paragraph
(g) with respect to any particular  Letter of Credit shall be due and payable on
the  first  day of the  calendar  quarter  following  the  return,  undrawn,  or
cancellation, of such Letter of Credit.

                  (h) The parties hereto acknowledge and agree that, immediately
upon notice from  Administrative  Agent of any drawing under a Letter of Credit,
each Bank shall,  notwithstanding the existence of a Default or Event of Default
or the  non-satisfaction of any conditions precedent to the making of an advance
of the Loans,  advance  proceeds of its Ratable  Loan, in an amount equal to its
Pro Rata Share of such drawing,  which  advance shall be made to  Administrative
Agent to reimburse  Administrative Agent, for its own account, for such drawing.
Each of the Banks further  acknowledges that its obligation to fund its Pro Rata
Share of drawings under Letters of Credit as aforesaid  shall survive the Banks'
termination of this Agreement or enforcement of remedies  hereunder or under the
other Loan Documents.

                  (i)  Borrower  agrees,  upon  the  occurrence  of an  Event of
Default  and at the  request  of  Administrative  Agent,  (x)  to  deposit  with
Administrative  Agent  cash  collateral  in the  amount  of all the  outstanding
Letters of Credit,  which cash collateral shall be held by Administrative  Agent
as security for Borrower's  obligations in connection with the Letters of Credit
and (y) to  execute  and  deliver to  Administrative  Agent  such  documents  as
Administrative Agent requests to confirm and perfect the assignment of such cash
collateral to Administrative Agent.

          Section 2.17 Releases. Provided no Default or Event of Default exists,
Administrative Agent shall release any one or more of Takoma, Four Mile, Graylyn
and  Kenhorst  from the lien of its  respective  Mortgage  (and shall  cause UBS
Securities  (Swaps) Inc. to release its mortgage on the same  Property) upon the
reduction of the Total Loan Commitment (and  consequently the Loan  Commitments)
by an amount  equal to the  respective  amount  set forth in  Exhibit K for such
Property and the  prepayment,  in accordance  with Section 2.09, of the Loans to
the extent necessary such that the Maximum  Available Amount does not exceed the
Total Loan Commitment as reduced.


ARTICLE III.                                 YIELD PROTECTION; ILLEGALITY; ETC.
          Section 3.01  Additional  Costs.  Borrower  shall pay directly to each
Bank from time to time on demand such  amounts as such Bank may  determine to be
necessary to compensate it for any  increased  costs which such Bank  determines
are  attributable  to its making or maintaining a LIBOR Loan or a Bid Rate Loan,
or its  obligation  to make or maintain a LIBOR Loan or a Bid Rate Loan,  or its
obligation  to  Convert  a Base  Rate  Loan to a LIBOR  Loan  hereunder,  or any
reduction  in any amount  receivable  by such Bank  hereunder  in respect of its
LIBOR Loan or Bid Rate Loan(s) or such obligations  (such increases in costs and
reductions in amounts  receivable being herein called  "Additional  Costs"),  in
each case resulting from any Regulatory Change which:

     (1) changes the basis of taxation of any amounts payable to such Bank under
this  Agreement  or the Notes in respect of any such LIBOR Loan or Bid Rate Loan
(other than changes in the rate of general corporate,  franchise, branch profit,
net income or other  income tax imposed on such Bank or its  Applicable  Lending
Office); or

                           (2)  (other  than to the  extent  the  LIBOR  Reserve
         Requirement is taken into account in determining  the LIBOR Rate at the
         commencement of the applicable Interest Period) imposes or modifies any
         reserve,  special  deposit,  deposit  insurance or assessment,  minimum
         capital,   capital  ratio  or  similar  requirements  relating  to  any
         extensions  of credit or other assets of, or any deposits with or other
         liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or
         any deposits  referred to in the definition of "LIBOR Interest Rate" in
         Section 1.01),  or any commitment of such Bank  (including  such Bank's
         Loan Commitment hereunder); or

     (3) imposes any other  condition  affecting this Agreement or the Notes (or
any of such extensions of credit or liabilities).

                  Without  limiting  the effect of the  provisions  of the first
paragraph  of this  Section,  in the event  that,  by  reason of any  Regulatory
Change,  any Bank either (1) incurs Additional Costs based on or measured by the
excess above a specified  level of the amount of a category of deposits of other
liabilities of such Bank which includes deposits by reference to which the LIBOR
Interest  Rate is  determined  as  provided in this  Agreement  or a category of
extensions of credit or other assets of such Bank which  includes loans based on
the LIBOR Interest Rate or (2) becomes  subject to restrictions on the amount of
such a category of liabilities  or assets which it may hold,  then, if such Bank
so elects  by notice to  Borrower  (with a copy to  Administrative  Agent),  the
obligation of such Bank to permit Elections of, to Continue,  or to Convert Base
Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of
Section 3.04 shall be applicable)  until such Regulatory  Change ceases to be in
effect.

                  Determinations  and allocations by a Bank for purposes of this
Section of the effect of any Regulatory  Change  pursuant to the first or second
paragraph  of this  Section,  on its  costs  or  rate of  return  of  making  or
maintaining  its Loan or  portions  thereof  or on amounts  receivable  by it in
respect of its Loan or portions thereof,  and the amounts required to compensate
such Bank under this Section, shall be included in a calculation of such amounts
given to Borrower and shall be conclusive so long as made on a reasonable basis.

          Section 3.02                      Limitation on Types of Loans.
----------                                  ----------------------------

     Anything  herein to the  contrary  notwithstanding,  if, on or prior to the
determination of the LIBOR Interest Rate for any Interest Period:

     (1)  Administrative   Agent  determines  (which   determination   shall  be
conclusive  so long as made on a reasonable  basis) that  quotations of interest
rates for the relevant deposits referred to in the definition of "LIBOR Interest
Rate" in Section 1.01 are not being provided in the relevant  amounts or for the
relevant  maturities for purposes of determining rates of interest for the LIBOR
Loans or Bid Rate Loans as provided in this Agreement; or

                           (2) a Bank determines (which  determination  shall be
         conclusive so long as made on a reasonable basis) and promptly notifies
         Administrative Agent that the relevant rates of interest referred to in
         the definition of "LIBOR  Interest Rate" in Section 1.01 upon the basis
         of which the rate of  interest  for LIBOR  Loans or Bid Rate  Loans for
         such Interest  Period is to be determined do not  adequately  cover the
         cost to such Bank of making or maintaining  such LIBOR Loan or Bid Rate
         Loan for such Interest Period;

then Administrative Agent shall give Borrower prompt notice thereof, and so long
as  such  condition  remains  in  effect,  the  Banks  (or,  in the  case of the
circumstances  described in clause (2) above,  the affected Bank) shall be under
no  obligation  to permit  Elections of LIBOR Loans,  to Convert Base Rate Loans
into LIBOR Loans or to  Continue  LIBOR Loans and  Borrower  shall,  on the last
day(s) of the then current Interest Period(s) for the affected outstanding LIBOR
Loans or Bid Rate Loans,  either (x) prepay the affected LIBOR Loans or Bid Rate
Loans or (y) Convert the affected LIBOR Loans into Base Rate Loans in accordance
with  Section  2.11 or convert the rate of interest  under the affected Bid Rate
Loans to the rate applicable to Base Rate Loans by following the same procedures
as are  applicable  for  Conversions  into Base Rate  Loans set forth in Section
2.11.

          Section 3.03 Illegality.  Notwithstanding  any other provision of this
Agreement,  in the event that it becomes unlawful for any Bank or its Applicable
Lending  Office to honor its  obligation to make or maintain a LIBOR Loan or Bid
Rate Loan  hereunder,  to allow  Elections  of a LIBOR Loan or to Convert a Base
Rate Loan into a LIBOR Loan, then such Bank shall promptly notify Administrative
Agent and  Borrower  thereof  and such Bank's  obligation  to make or maintain a
LIBOR Loan or Bid Rate  Loan,  or to permit  Elections  of, to  Continue,  or to
Convert its Base Rate Loan into, a LIBOR Loan shall be suspended  (in which case
the provisions of Section 3.04 shall be applicable) until such time as such Bank
may again make and maintain a LIBOR Loan or Bid Rate Loan.

          Section 3.04 Treatment of Affected  Loans.  If the  obligations of any
Bank to make or  maintain  a LIBOR  Loan or a Bid Rate  Loan,  or to  permit  an
Election of a LIBOR Loan,  to  Continue  its LIBOR Loan,  or to Convert its Base
Rate Loan into a LIBOR Loan,  are  suspended  pursuant to Sections  3.01 or 3.03
(each LIBOR Loan or Bid Rate Loan so affected  being herein  called an "Affected
Loan"),  such Bank's Affected Loan shall be automatically  Converted into a Base
Rate Loan (or,  in the case of an  Affected  Loan that is a Bid Rate  Loan,  the
interest  rate thereon  shall be converted to the rate  applicable  to Base Rate
Loans) on the last day of the then current Interest Period for the Affected Loan
(or, in the case of a  Conversion  or  conversion  required by Sections  3.01 or
3.03, on such earlier date as such Bank may specify to Borrower).

                  To the  extent  that  such  Bank's  Affected  Loan has been so
Converted  (or the  interest  rate  thereon  so  converted),  all  payments  and
prepayments  of  principal  which  would  otherwise  be applied  to such  Bank's
Affected Loan shall be applied instead to its Base Rate Loan (or to its Bid Rate
Loan  bearing  interest  at the  converted  rate)  and such Bank  shall  have no
obligation to Convert its Base Rate Loan into a LIBOR Loan.

          Section 3.05                      Certain Compensation.
----------                                  --------------------

     Borrower  shall  pay  to  Administrative  Agent  for  the  account  of  the
applicable  Bank,  upon the request of such Bank through  Administrative  Agent,
(which  request shall include a calculation of the amount(s) due) such amount or
amounts  as shall be  sufficient  (in the  reasonable  opinion  of such Bank) to
compensate  it for any loss,  cost or  expense  which  such Bank  determines  is
attributable to:

     (1) any payment or prepayment of a LIBOR Loan or Bid Rate Loan made by such
Bank, or any  Conversion of a LIBOR Loan (or  conversion of the rate of interest
on a Bid Rate Loan) made by such Bank, in any such case on a date other than the
last day of an applicable Interest Period,  whether by reason of acceleration or
otherwise; or

     (2) any failure by  Borrower  for any reason to Convert or Continue a LIBOR
Loan to be Converted or Continued by such Bank on the date specified therefor in
the relevant notice under Section 2.13; or

     (3) any failure by Borrower to borrow (or to qualify for a borrowing  of) a
LIBOR Loan or Bid Rate Loan which would  otherwise be made hereunder on the date
specified in the relevant  Election  notice under Section 2.13 or Bid Rate Quote
acceptance under Section 2.02(e) given or submitted by Borrower.

                  Without  limiting  the  foregoing,   such  compensation  shall
include an amount  equal to the present  value  (using as the  discount  rate an
interest rate equal to the rate  determined  under (2) below) of the excess,  if
any, of (1) the amount of interest  which  otherwise  would have  accrued on the
principal  amount so paid,  prepaid,  Converted or Continued (or not  Converted,
Continued or borrowed) for the period from the date of such payment, prepayment,
Conversion or  Continuation  (or failure to Convert,  Continue or borrow) to the
last day of the then current  applicable  Interest  Period (or, in the case of a
failure  to  Convert,  Continue  or  borrow,  to the last day of the  applicable
Interest Period which would have commenced on the date specified therefor in the
relevant  notice) at the  applicable  rate of interest for the LIBOR Loan or Bid
Rate Loan  provided for herein,  over (2) the amount of interest (as  reasonably
determined by such Bank) based upon the interest rate which such Bank would have
bid in the London interbank market for Dollar deposits,  for amounts  comparable
to  such  principal   amount  and  maturities   comparable  to  such  period.  A
determination  of any Bank as to the amounts  payable  pursuant to this  Section
shall be conclusive so long as made on a reasonable basis.

          Section 3.06 Capital Adequacy. If any Bank shall have determined that,
after the date hereof,  the adoption of any  applicable  law, rule or regulation
regarding  capital  adequacy,  or  any  change  therein,  or any  change  in the
interpretation or administration thereof by any Governmental Authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof,  or any request or directive regarding capital adequacy (whether or not
having the force of law) of any such  Governmental  Authority,  central  bank or
comparable  agency,  has or would have the effect of reducing the rate of return
on  capital  of such  Bank  (or its  Parent)  as a  consequence  of such  Bank's
obligations  hereunder  to a level  below that  which such Bank (or its  Parent)
could have achieved but for such adoption,  change, request or directive (taking
into  consideration  its policies with respect to capital adequacy) by an amount
deemed by such Bank to be material,  then from time to time, within fifteen (15)
days after demand by such Bank (with a copy to Administrative  Agent),  Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank (or its Parent) for such  reduction.  A  certificate  of any Bank  claiming
compensation  under this Section,  setting forth in reasonable  detail the basis
therefor, shall be conclusive so long as made on a reasonable basis.

          Section 3.07  Substitution of Banks. If any Bank (an "Affected  Bank")
(i) makes demand upon Borrower for (or if Borrower is otherwise required to pay)
Additional  Costs pursuant to Section 3.01 or (ii) is unable to make or maintain
a LIBOR Loan or Bid Rate Loan as a result of a  condition  described  in Section
3.03 or clause (2) of Section  3.02,  Borrower  may,  within ninety (90) days of
receipt of such demand or notice (or the  occurrence of such other event causing
Borrower to be required to pay Additional  Costs or causing said Section 3.03 or
clause (2) of Section 3.02 to be  applicable),  as the case may be, give written
notice (a  "Replacement  Notice")  to  Administrative  Agent and to each Bank of
Borrower's  intention  either (x) to prepay in full the Affected Bank's Note and
to terminate the Affected  Bank's  entire Loan  Commitment or (y) to replace the
Affected  Bank with  another  financial  institution  (the  "Replacement  Bank")
designated in such Replacement Notice.

                  In the event Borrower opts to give the notice  provided for in
clause (x) above,  and if the Affected  Bank shall not agree within  thirty (30)
days of its  receipt  thereof to waive the  payment of the  Additional  Costs in
question or the effect of the circumstances  described in Section 3.03 or clause
(2) of Section  3.02,  then,  so long as no  Default  or Event of Default  shall
exist,  Borrower may  (notwithstanding  the  provisions of clause (2) of Section
2.15(a)) terminate the Affected Bank's entire Loan Commitment,  provided that in
connection therewith it pays to the Affected Bank all outstanding  principal and
accrued and unpaid  interest under the Affected  Bank's Note,  together with all
other  amounts,  if any, due from Borrower to the Affected  Bank,  including all
amounts properly demanded and unreimbursed under Sections 3.01 and 3.05.

                  In the event Borrower opts to give the notice  provided for in
clause (y) above, and if (i) Administrative Agent shall, within thirty (30) days
of its  receipt of the  Replacement  Notice,  notify  Borrower  and each Bank in
writing that the Replacement Bank is reasonably  satisfactory to  Administrative
Agent and (ii) the  Affected  Bank  shall not,  prior to the end of such  thirty
(30)-day period,  agree to waive the payment of the Additional Costs in question
or the effect of the  circumstances  described  in Section 3.03 or clause (2) of
Section 3.02,  then the Affected  Bank shall,  so long as no Default or Event of
Default shall exist, assign its Note and all of its rights and obligations under
this Agreement to the Replacement  Bank, and the  Replacement  Bank shall assume
all of the Affected  Bank's  rights and  obligations,  pursuant to an agreement,
substantially in the form of an Assignment and Assumption Agreement, executed by
the Affected Bank and the  Replacement  Bank. In connection with such assignment
and assumption,  the  Replacement  Bank shall pay to the Affected Bank an amount
equal to the  outstanding  principal  amount under the Affected Bank's Note plus
all interest  accrued  thereon,  plus all other amounts,  if any (other than the
Additional  Costs in  question),  then due and  payable  to the  Affected  Bank;
provided,  however, that prior to or simultaneously with any such assignment and
assumption,  Borrower shall have paid to such Affected Bank all amounts properly
demanded and unreimbursed  under Sections 3.01 and 3.05. Upon the effective date
of such  assignment and  assumption,  the  Replacement  Bank shall become a Bank
Party to this Agreement and shall have all the rights and  obligations of a Bank
as set forth in such Assignment and Assumption Agreement,  and the Affected Bank
shall be released  from its  obligations  hereunder,  and no further  consent or
action by any party shall be required.  Upon the  consummation of any assignment
pursuant to this Section,  a substitute Ratable Loan Note shall be issued to the
Replacement Bank by Borrower,  in exchange for the return of the Affected Bank's
Ratable  Loan Note.  The  obligations  evidenced by such  substitute  note shall
constitute  "Obligations"  for all purposes of this Agreement and the other Loan
Documents.  In  connection  with  Borrower's  execution of  substitute  notes as
aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory
to Administrative Agent, of all requisite corporate, partnership or other action
to authorize  Borrower's  execution and delivery of the substitute notes and any
related documents. If the Replacement Bank is not incorporated under the laws of
the United States of America or a state  thereof,  it shall,  prior to the first
date on which interest or fees are payable hereunder for its account, deliver to
Borrower and Administrative  Agent  certification as to exemption from deduction
or  withholding  of any United States  federal  income taxes in accordance  with
Section  10.13.  Each  Replacement  Bank  shall  be  deemed  to  have  made  the
representations  contained in, and shall be bound by the  provisions of, Section
10.13.

                  Borrower,  Administrative  Agent and the Banks  shall  execute
such  modifications  to the Loan  Documents as shall be  reasonably  required in
connection with and to effectuate the foregoing .

          Section 3.08                      "Bank" to Include Participants.
----------                                  ------------------------------

     For  purposes  of  Sections  3.01  through  3.06 and of the  definition  of
"Additional  Costs" in Section  1.01,  the term  "Bank"  shall,  at each  Bank's
option, be deemed to include such Bank's present and future  Participants in its
Loan to the extent of each such  Participant's  actual Additional Costs or other
losses, costs or expenses payable pursuant to this Article III.


ARTICLE IV.                                              CONDITIONS PRECEDENT

          Section 4.01                      Conditions Precedent to the Loans.
----------                                  ---------------------------------

     The  obligations of the Banks  hereunder and the obligation of each Bank to
make  the  Initial   Advance  are  subject  to  the  condition   precedent  that
Administrative  Agent shall have  received on or before the Closing  Date (other
than with respect to paragraph  28 below,  which shall be required  prior to the
Initial  Advance)  each of the  following  documents,  and each of the following
requirements shall have been fulfilled:

     (1) Fees and  Expenses.  The payment of all fees and  expenses  incurred by
Administrative  Agent (including,  without  limitation,  the reasonable fees and
expenses  of  legal  counsel,  the  Engineering  Consultant  and any  valuation,
environmental or insurance consultants);

     (2)  Note.  The  Ratable  Loan  Note for UBS and the Bid Rate Loan Note for
Administrative Agent, each duly executed by Borrower;

     (3) Mortgage and UCCs.  For each Property,  the Mortgage,  duly executed by
Borrower  and  recorded in the  appropriate  land  records,  together  with duly
executed UCC-1 financing  statements filed under the Uniform  Commercial Code of
all  jurisdictions  necessary  or,  in  the  opinion  of  Administrative  Agent,
desirable to perfect the lien created by the Mortgage;

     (4) Guaranty. The Guaranty, duly executed by Guarantor;

                           (5) Indemnity. For each Property, the Indemnity, duly
executed by Borrower and Guarantor;

                           (6) Title  Policy.  For each  Property,  a paid title
         insurance  policy,  in the  amount  of the  Mortgage  thereon,  in form
         approved by Administrative  Agent,  issued by the Title Insurer,  which
         shall  insure the Mortgage to be a valid first lien on the fee interest
         of Borrower in the  Property,  and its  interests in the REA,  free and
         clear of all liens,  defects,  encumbrances and exceptions except those
         previously  approved by  Administrative  Agent, and shall contain (i) a
         reference  to the  survey  but no  survey  exceptions,  (ii) a  Pending
         Disbursements  Clause in the form of EXHIBIT H, (iii) if such policy is
         dated earlier than the date of the Initial  Advance,  an endorsement to
         such policy, in a form approved by Administrative Agent,  conforming to
         the pending  disbursements  requirements  set forth above,  and setting
         forth no additional  exceptions except those approved by Administrative
         Agent  and  (iv)  such   affirmative   insurance  and  endorsements  as
         Administrative  Agent may reasonably require;  and shall be accompanied
         by such  reinsurance  agreements  between  the Title  Insurer and title
         companies  approved by  Administrative  Agent, in ALTA facultative form
         approved by Administrative Agent and with direct access provisions,  as
         Administrative Agent may require;

                           (7)  Survey.  For  each  Property,   an  ALTA  survey
         certified to Administrative Agent and the Title Insurer showing (i) the
         location of the  perimeter  of the  Property by courses and  distances,
         (ii) all easements, rights-of-way, and utility lines referred to in the
         title policy  required by this Agreement or which  actually  service or
         cross the Property (with instrument,  book and page number  indicated),
         (iii) the lines of the  streets  abutting  the  Property  and the width
         thereof,  and any established  building lines (and that such roads have
         been  dedicated for public use and are completed and have been accepted
         by all required Governmental  Authorities),  (iv) any encroachments and
         the extent  thereof upon the  Property,  (v)  locations of all portions
         (with the acreage  thereof also  identified)  of the Property which are
         located in an area  designated  as a "flood  prone  area" as defined by
         U.S. Department of Housing and Urban Development  pursuant to the Flood
         Disaster Protection Act of 1973 and (vi) all improvements  thereon, and
         the relationship thereof by distances to the perimeter of the Property,
         established building lines and street lines;

     (8)  Appraisal.   An  independent   M.A.I.   appraisal,   commissioned   by
Administrative Agent, of the aggregate value of the Properties,  which appraisal
shall indicate a stabilized value  satisfactory to the Banks and shall comply in
all respects with the standards for real estate appraisals  established pursuant
to the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

     (9) Insurance Policies. For each Property, the policies and certificates of
hazard and other insurance  required by the Mortgage on such Property,  together
with evidence of the payment of the premiums therefor; and, generally,  evidence
of the insurance referred to in Section 5.17;

     (10) List of Prior Owners Etc. For each Property,  a list, certified by the
Title Insurer,  of the prior owners,  tenants and other users, during the period
from January 1, 1940 to the date of such certification, of all or any portion of
the Property or any improvements thereon;

                           (11) Hazardous  Materials  Report/Certification.  For
         each  Property,   at  Borrower's   expense,   a  detailed   report  and
         certification by a properly qualified engineer with regard to Hazardous
         Materials  affecting the Property,  which shall include,  inter alia, a
         certification  that such engineer has obtained and examined the list of
         prior  owners,  tenants  and other users  required  by the  immediately
         preceding  paragraph,  and has made an on-site physical  examination of
         the Property and improvements  thereon, and a visual observation of the
         surrounding  areas,  and  disclosing  the  extent  of past  or  present
         Hazardous  Materials   activities  or  of  the  presence  of  Hazardous
         Materials;

                           (12)  Consultant's   Report.  For  each  Property,  a
         detailed report from the Engineering  Consultant to the effect that (i)
         the   Improvements   are  in  satisfactory   condition  and  have  been
         constructed in accordance  with the plans and  specifications  therefor
         approved by all Governmental Authorities, (ii) the Improvements, comply
         with all  applicable  zoning and other Laws, all Major Leases and REAs,
         (iii) all roads and utilities necessary for the full utilization of the
         Improvements  for their intended  purposes have been completed and (iv)
         there exists a sufficient number of parking spaces necessary to satisfy
         the  requirements  of the REA and any  leases  and all zoning and other
         applicable  Laws  with  respect  to  the  Property,  and  all  required
         landscaping,   sidewalks   and  other   amenities,   and  all  off-site
         improvements, related to the Improvements have been completed;

     (13) Permits and Other Approvals. For each Property,  copies of any and all
authorizations, including plot plan and subdivision approvals, zoning variances,
sewer, building and other permits,  required by all Governmental Authorities for
the  use,  occupancy  and  operation  of the  Property  and/or  Improvements  in
accordance with all applicable building,  environmental,  ecological,  landmark,
subdivision and zoning Laws;

                           (14) Leases. For each Property,  copies, certified to
         be true and complete,  of all leases of the  Improvements,  accompanied
         by,  in the case of Major  Leases,  and such  other  leases  as  deemed
         necessary by  Administrative  Agent (i) estoppel  certificates from the
         tenants thereunder, (ii) notices of assignment in the form of EXHIBIT I
         , (iii) at Administrative Agent's option, subordination non-disturbance
         and  attornment  agreements and (iv) to the extent  available,  current
         financial  statements  of the tenants (and  guarantors  of the tenants'
         obligations, if applicable) thereunder,  together with a certified copy
         of the standard form of lease Borrower is using in connection  with the
         leasing of space in the Improvements  and the first rent rolls,  tenant
         sales reports and operating and cash  statements  required by paragraph
         (15) of Section 6.09;

     (15) REA. For each Property, a copy, certified to be true and complete,  of
the REA,  together with estoppel  certificates with respect thereto from each of
the Anchors and, if available, current financial statements of such parties;

     (16) Management and Leasing Contracts. For each Property, copies, certified
to be true and complete, of all existing contracts providing for the management,
operation or leasing of the Property or any improvements thereon, together with,
in  each  case,   such  collateral   assignments  or  "will-serve"   letters  as
Administrative Agent may require;

     (17) Opinions of Counsel.  Favorable  opinions,  dated the Closing Date, of
counsel for Borrower and Guarantor,  as to (i) the due authorization,  execution
and  enforceability of the Loan Documents,  (ii) the due formation and existence
of Borrower and Guarantor and (iii) such other matters as  Administrative  Agent
may reasonably request;

     (18) UCC  Searches.  Uniform  Commercial  Code  searches  with  respect  to
Borrower  and advice from the Title  Insurer to the effect that  searches of the
proper public records  disclose no leases of personalty or financing  statements
filed or recorded  against  Borrower or the Mortgaged  Property under any of the
Mortgages;

     (19)  Financial   Statements.   (i)  Audited  FW   Consolidated   Financial
Statements, as of and for the year ended December 31, 1996 and (ii) unaudited FW
Consolidated Financial Statements,  certified by the chief financial officer and
as of and for the quarter ended September 30, 1997;

     (20)  Certificates  of  Limited  Partnership/Incorporation.  A copy  of the
Certificate  of Limited  Partnership  for Borrower and a copy of the articles of
incorporation of Guarantor, each certified by the appropriate Secretary of State
or equivalent state official;

     (21) Agreements of Limited  Partnership/Bylaws.  A copy of the Agreement of
Limited  Partnership  for  Borrower  and a copy  of the  by-laws  of  Guarantor,
including  all  amendments  thereto,  each  certified  by  the  Secretary  or an
Assistant  Secretary  of  Guarantor  as being in full  force  and  effect on the
Closing Date;

     (22) Good Standing Certificates. A certified copy of a certificate from the
Secretary of State or equivalent  official of the  jurisdictions  where Borrower
and  Guarantor  are  organized,  dated as of the most recent  practicable  date,
showing the good standing or partnership  qualification of (i) Borrower and (ii)
Guarantor;

     (23) Foreign Qualification Certificates.  A certified copy of a certificate
from the Secretary of State or equivalent  official of the  jurisdictions  where
Borrower and Guarantor  maintain their principal place of business,  dated as of
the most recent practicable date, showing the qualification to transact business
in such state as a foreign limited  partnership or foreign  corporation,  as the
case may be, for (i) Borrower and (ii)  Guarantor;  and such a  certificate  for
Borrower from each jurisdiction where a Property is located;

     (24) Resolution.  A copy of a resolution  adopted by the Board of Directors
of Guarantor,  certified by the Secretary or an Assistant Secretary of Guarantor
as being in full force and effect on the  Closing  Date,  authorizing  the Loans
provided  for herein and the  execution,  delivery and  performance  of the Loan
Documents  to be executed  and  delivered  by  Guarantor  hereunder on behalf of
itself and Borrower;

     (25) Incumbency Certificate.  A certificate,  signed by the Secretary or an
Assistant  Secretary  of  Guarantor  and  dated  the  Closing  Date,  as to  the
incumbency,  and containing the specimen signature or signatures, of the Persons
authorized  to  execute  and  deliver  the Loan  Documents  to be  executed  and
delivered by Guarantor and Borrower hereunder;

     (26) Solvency  Certificate.  A Solvency  Certificate,  duly executed,  from
Borrower;

     (27)  Authorization  Letter.  The  Authorization  Letter,  duly executed by
Borrower;

     (28)  Request  for  Advance.  A request for an advance in  accordance  with
Article II;

     (29) Certificate. The following statements shall be true and Administrative
Agent shall have received a certificate  dated the Closing Date signed by a duly
authorized  signatory of Borrower stating, to the best of the certifying party's
knowledge, the following:

     (a) All representations  and warranties  contained in this Agreement and in
each of the other Loan  Documents  are true and correct on and as of the Closing
Date as though made on and as of such date,

     (b) No Default or Event of Default has occurred and is continuing, or could
result from the  transactions  contemplated by this Agreement and the other Loan
Document, and

                           (c) None of the Improvements on any Property has been
injured or damaged by fire or other casualty;

     (30)  Compliance  Certificate.  A  certificate  of  the  sort  required  by
paragraph (3) of Section 6.09; and

                           (31)  Additional  Materials.  Such  other  approvals,
documents,  instruments  or  opinions  as  Administrative  Agent may  reasonably
request.

          Section 4.02
----------                                  -----------------------------------

     Conditions  Precedent to Advances After the Initial Advance. The obligation
of each Bank to make  advances of the Loans  subsequent  to the Initial  Advance
shall be subject to satisfaction of the following conditions precedent:

     (1) All conditions of Section 4.01 shall have been and remain  satisfied as
of the date of the advance;

     (2) No Default or Event of Default shall have occurred and be continuing as
of the date of the advance;

     (3) Each of the representations and warranties  contained in this Agreement
and in each of the other Loan Documents shall be true and correct as of the date
of the advance;

     (4)  Administrative  Agent shall have  received a request for an advance in
accordance with Section 2.04; and

     (5) Within the past six months,  Administrative Agent shall have received a
continuation  report and endorsement to the title policy insuring each Mortgage,
in the  form  approved  by  Administrative  Agent,  conforming  to  the  pending
disbursements  clause  contained in said policy and setting  forth no additional
exceptions (including survey exceptions) except those approved by Administrative
Agent.

          Section 4.03                      Deemed Representations.
----------                                  ----------------------

     Each request by Borrower for, and  acceptance by Borrower of, an advance of
proceeds of the Loans shall constitute a representation and warranty by Borrower
and  Guarantor  that,  as of both the date of such  request  and the date of the
advance (1) no Default or Event of Default has occurred and is  continuing,  and
(2) each  representation  or warranty  contained in this  Agreement or the other
Loan Documents is true and correct.


ARTICLE V.                                       REPRESENTATIONS AND WARRANTIES

                  Borrower  represents and warrants to Administrative  Agent and
each Bank as follows:

          Section  5.01  Existence.  Borrower  is  a  limited  partnership  duly
organized  and  existing  under  the  laws of the  State of  Maryland,  with its
principal  place of business in the State of Maryland and is duly qualified as a
foreign limited  partnership,  properly  licensed,  in good standing and has all
requisite  authority  to conduct its business in each  jurisdiction  in which it
owns  properties  (including the Properties) or conducts  business.  Each of its
Consolidated Businesses is duly organized, validly existing and in good standing
under  the  Laws of its  jurisdiction  of  organization  and  has all  requisite
authority to conduct its business in each jurisdiction in which it owns property
or conducts  business.  Guarantor is a corporation  duly  organized and existing
under  the laws of the State of  Maryland  which  has  elected  status as a real
estate  investment trust under the Code, with its principal place of business in
the State of Maryland,  is duly qualified as a foreign  corporation and properly
licensed and in good standing in each jurisdiction  where the failure to qualify
or be licensed  would  constitute  a Material  Adverse  Change  with  respect to
Guarantor or have a material  adverse  effect on the business or  properties  of
Guarantor.  The stock of Guarantor is listed and publicly traded on the New York
Stock Exchange.

          Section 5.02                      Corporate/Partnership Powers.
----------                                  ----------------------------

     The execution,  delivery and performance of the Loan Documents  required to
be delivered by Borrower hereunder are within its partnership  authority and the
corporate power of Guarantor, have been duly authorized by all requisite action,
and are not in conflict with the terms of any organizational instruments of such
entity, or any instrument or agreement to which Borrower or Guarantor is a party
or by which Borrower,  Guarantor or any of their respective  assets may be bound
or affected.

          Section 5.03                      Power of Officers.
----------                                  -----------------

     The  officers of  Guarantor  executing  the Loan  Documents  required to be
delivered by it on its own behalf or that of Borrower  hereunder  have been duly
elected or appointed  and were fully  authorized to execute the same at the time
each such Loan Document was executed.

          Section 5.04 Power and Authority; No Conflicts;  Compliance With Laws.
The execution and delivery of, and the performance of the  obligations  required
to be performed by Borrower and Guarantor  under,  the Loan Documents do not and
will not (a) violate  any  provision  of, or require  any filing,  registration,
consent or approval under, any Law (including,  without  limitation,  Regulation
U), order, writ, judgment,  injunction, decree, determination or award presently
in effect having  applicability  to either of them, (b) result in a breach of or
constitute a default under or require any consent under any indenture or loan or
credit agreement or any other agreement,  lease or instrument to which either of
them may be a party or by which either of them or their  properties may be bound
or affected  except for  consents  which have been  obtained,  (c) result in, or
require,  the creation or imposition of any Lien, upon or with respect to any of
its properties now owned or hereafter  acquired,  or (d) cause either of them to
be in default under any such Law, order,  writ,  judgment,  injunction,  decree,
determination or award or any such indenture, agreement, lease or instrument; to
the  best of  Borrower's  knowledge,  Borrower  and  Guarantor  are in  material
compliance with all Laws (including  Environmental  Laws) applicable to them and
their properties (including the Properties).

          Section 5.05                      Legally Enforceable Agreements.
----------                                  ------------------------------

     Each Loan  Document is a legal,  valid and binding  obligation  of Borrower
and/or Guarantor,  as the case may be, enforceable in accordance with its terms,
except  to the  extent  that  such  enforcement  may be  limited  by  applicable
bankruptcy,  insolvency  and other  similar  laws  affecting  creditors'  rights
generally.

          Section 5.06  Litigation.  There are no actions,  suits or proceedings
pending or, to its knowledge,  threatened against Borrower,  Guarantor or any of
their Affiliates,  any Property,  the validity or enforceability of any Mortgage
or the priority of the Lien  thereof,  at law or in equity,  before any court or
arbitrator or any Governmental  Authority  except actions,  suits or proceedings
which have been  disclosed  to the Bank  Parties in writing  and which are fully
covered by insurance or would, if adversely  determined,  not materially  impair
the  ability of  Borrower or  Guarantor  to pay when due any  amounts  which may
become  payable  under the Loan  Documents or to otherwise pay and perform their
obligations in connection with the Loans.

          Section 5.07 Good Title to Properties. Borrower, Guarantor and each of
their Affiliates have good,  marketable and legal title to all of the properties
and assets each of them purports to own (including,  without  limitation,  those
reflected in the December 31, 1996 financial  statements  referred to in Section
5.15) and only with exceptions which do not materially detract from the value of
such property or assets or the use thereof in Borrower's,  Guarantor's  and such
Affiliate's  business,  and except to the extent  that any such  properties  and
assets have been  encumbered  or  disposed  of since the date of such  financial
statements  without  violating any of the covenants  contained in Article VII or
elsewhere in this Agreement. Borrower and its Material Affiliates enjoy peaceful
and  undisturbed  possession  of all leased  property  necessary in any material
respect in the conduct of their respective businesses. All such leases are valid
and subsisting and are in full force and effect.

          Section 5.08                      Taxes.
----------                                  -----

     Borrower  and  Guarantor  have filed all tax  returns  (federal,  state and
local)  required  to  be  filed  and  have  paid  all  taxes,   assessments  and
governmental  charges and levies due and payable  without  the  imposition  of a
penalty,  including  interest and  penalties,  except to the extent they are the
subject of a Good Faith Contest.

          Section 5.09 ERISA.  Borrower and  Guarantor  are in compliance in all
material respects with all applicable  provisions of ERISA. Neither a Reportable
Event nor a Prohibited  Transaction  has occurred  with respect to any Plan;  no
notice  of  intent  to  terminate  a Plan has been  filed  nor has any Plan been
terminated  within  the past  five  (5)  years;  no  circumstance  exists  which
constitutes  grounds under Section 4042 of ERISA entitling the PBGC to institute
proceedings to terminate,  or appoint a trustee to  administer,  a Plan, nor has
the PBGC  instituted  any such  proceedings;  Borrower,  Guarantor and the ERISA
Affiliates  have not  completely or partially  withdrawn  under Sections 4201 or
4204 of ERISA  from a  Multiemployer  Plan;  Borrower,  Guarantor  and the ERISA
Affiliates have met the minimum funding  requirements of Section 412 of the Code
and Section 302 of ERISA of each with  respect to the Plans of each and there is
no Unfunded Current Liability with respect to any Plan established or maintained
by each; and Borrower,  Guarantor and the ERISA Affiliates have not incurred any
liability to the PBGC under ERISA (other than for the payment of premiums  under
Section  4007 of  ERISA).  No  part of the  funds  to be  used  by  Borrower  in
satisfaction of its obligations under this Agreement constitute "plan assets" of
any "employee  benefit plan" within the meaning of ERISA or of any "plan" within
the meaning of Section  4975(e)(1) of the Code, as  interpreted  by the Internal
Revenue Service and the U.S.
Department of Labor in rules, regulations, releases, bulletins or as interpreted
under applicable case law.

          Section 5.10
----------                                  ----------------------------------

     No Default on Outstanding Judgments or Orders.  Borrower and Guarantor have
satisfied all judgments which are not being appealed and are not in default with
respect to any judgment, order, writ, injunction,  decree, rule or regulation of
any  court,  arbitrator  or  federal,  state,  municipal  or other  Governmental
Authority,  commission,  board, bureau,  agency or instrumentality,  domestic or
foreign.

          Section 5.11 No Defaults on Other  Agreements.  Except as disclosed to
the  Bank  Parties  in  writing,  Borrower  or  Guarantor,  to the best of their
knowledge,  are not a party to any  indenture,  loan or credit  agreement or any
lease or other agreement or instrument or subject to any  partnership,  trust or
other  restriction  which is  likely to result  in a  Material  Adverse  Change.
Neither  Borrower nor Guarantor is in default in any respect in the performance,
observance or  fulfillment  of any of the  obligations,  covenants or conditions
contained in any agreement or instrument which is likely to result in a Material
Adverse Change.

          Section 5.12                      Government Regulation.
----------                                  ---------------------

     Neither   Borrower  nor  Guarantor  is  subject  to  regulation  under  the
Investment  Company  Act of 1940 or any other  Law  limiting  any such  Person's
ability to incur indebtedness for money borrowed as contemplated hereby.

          Section 5.13 Environmental  Protection.  To Borrower's knowledge, none
of Borrower's or its Affiliates'  properties (including the Properties) contains
any Hazardous  Materials that, under any  Environmental Law currently in effect,
(1) would impose  liability on Borrower or Guarantor that is likely to result in
a Material  Adverse  Change,  or (2) is likely to result in the  imposition of a
Lien on any  Property  or on any other  assets  of  Borrower,  Guarantor  or any
Material  Affiliates that is likely to result in a Material  Adverse Change.  To
Borrower's knowledge, neither it, Guarantor nor any Material Affiliates, nor any
portion of any Property or the  Improvements  thereon,  is in  violation  of, or
subject to any existing,  pending or threatened  investigation  or proceeding by
any Governmental Authority under any Environmental Law. Borrower is not aware of
any matter,  claim,  condition or circumstance  which would  reasonably  cause a
Person  to make  further  inquiry  with  respect  to such  matters  in  order to
ascertain whether any Hazardous Materials or their effects have been disposed of
or released on or to any portion of any Property,  the  Improvements  thereon or
any  surrounding  areas;  Borrower is not required by any  Environmental  Law to
obtain any permits or license to construct or use any improvements, fixtures, or
equipment with respect to any Property, or if such permit or license is required
it has been obtained; and, to the best of Borrower's knowledge, the prior use of
the  Properties  has not  resulted in the  disposal or release of any  Hazardous
Materials on or to any portion of the  Properties  or any  surrounding  areas in
violation of applicable Law.

          Section 5.14                      Solvency.
----------                                  --------

     Borrower and  Guarantor  are,  and upon  consummation  of the  transactions
contemplated  by  this  Agreement,  the  other  Loan  Documents  and  any  other
documents, instruments or agreements relating thereto, will be, Solvent.

          Section 5.15                      Financial Statements.
----------                                  --------------------

     The FW Consolidated  Financial  Statements  most recently  delivered to the
Banks pursuant to Sections  4.01(19) or 6.09(1) and (2) of this Agreement are in
all  material  respects  complete and correct and fairly  present the  financial
condition of the subjects thereof as of the dates of and for the periods covered
by such  statements,  all in  accordance  with GAAP.  There has been no Material
Adverse  Change since the date of such most recently  delivered FW  Consolidated
Financial Statements, and no borrowings which might give rise to a Lien or claim
against the Mortgaged Property under any Mortgage or against the proceeds of the
Loans have been made by Borrower or others since the dates of such most recently
delivered FW Consolidated Financial Statements.

          Section 5.16 Valid  Existence of Affiliates.  At the Closing Date, the
only  material  Affiliates  of Borrower  are the Material  Affiliates  listed on
EXHIBIT F. Each Material  Affiliate is an entity duly  organized and existing in
good standing under the laws of the  jurisdiction  of its formation.  As to each
Material  Affiliate,  its  correct  name,  the  jurisdiction  of its  formation,
Borrower's direct or indirect percentage of beneficial interest therein, and the
type of business in which it is primarily engaged, are set forth on said EXHIBIT
F.  Borrower  and each of its  Material  Affiliates  have the power to own their
respective  properties  and to carry on their  respective  businesses  now being
conducted. Each Material Affiliate is duly qualified as a foreign corporation to
do business and is in good standing in every jurisdiction in which the nature of
the respective businesses conducted by it or its respective properties, owned or
held under lease, make such qualification necessary.

          Section 5.17                      Insurance.
----------                                  ---------

     Borrower  has in force paid  insurance  as required by the  Mortgages  and,
generally,  Borrower and each of its Affiliates has in force paid insurance with
financially  sound and reputable  insurance  companies or  associations  in such
amounts and covering such risks as are usually  carried by companies  engaged in
the same or a similar business and similarly situated.

          Section 5.18                      Separate Tax and Zoning Lot.
----------                                  ---------------------------

     Each Property  constitutes a distinct  parcel for purposes of zoning and of
taxes,  assessments  and  impositions  (public or private) and is not  otherwise
considered  as part of a larger  single lot for  purposes of zoning or of taxes,
assessments or impositions (public or private).

          Section 5.19
----------                                  ----------------------------------

     Zoning and other Laws; Covenants and Restrictions. As to each Property, (i)
the   Improvements   and  the  uses  thereof  comply  with  applicable   zoning,
environmental,   ecological,   landmark  and  other  applicable  Laws,  and  all
requirements  for such  uses  have  been  satisfied  and (ii)  Borrower  and the
Property is in compliance with all applicable restrictions and covenants.

          Section 5.20                      Utilities Available.
----------                                  -------------------

     As to each Property,  all utility  services  necessary for the operation of
the  Improvements  for their  intended  purposes are available and servicing the
Property,  including water supply, storm and sanitary sewer, gas, electric power
and telephone facilities.

          Section 5.21                      Creation of Liens.
----------                                  -----------------

     It has entered into no contract or arrangement of any kind the  performance
of which by the other party  thereto would give rise to a Lien on all or part of
the Mortgaged Property prior to the Mortgage.

          Section 5.22                      Roads.
----------                                  -----

     As to each Property,  all roads  necessary for the full  utilization of the
Improvements  for their  intended  purposes have been completed and dedicated to
public use and accepted by all appropriate Governmental Authorities.

          Section 5.23                      REA and Leases.
----------                                  --------------

     As to each  Property,  the REA and all  leases are  unmodified  and in full
force and effect, there are no defaults under any thereof, and all conditions to
the effectiveness and continuing  effectiveness thereof required to be satisfied
as of the date hereof have been satisfied.

          Section 5.24 Accuracy of Information;  Full  Disclosure.  Neither this
Agreement nor any documents, financial statements,  reports, notices, schedules,
certificates, statements or other writings furnished by or on behalf of Borrower
or  Guarantor  to  Administrative  Agent  or any  Bank in  connection  with  the
negotiation  of  this  Agreement  or  the   consummation  of  the   transactions
contemplated  hereby,  or  required  herein to be  furnished  by or on behalf of
Borrower or Guarantor (other than projections which are made by Borrower in good
faith),  contains any untrue or misleading statement of a material fact or omits
a  material  fact  necessary  to make  the  statements  herein  or  therein  not
misleading.  There is no fact which Borrower has not disclosed to Administrative
Agent and the Banks in writing which materially  affects adversely or, so far as
Borrower can now foresee,  will materially affect adversely any of the Mortgaged
Property  under any of the  Mortgages or the business or financial  condition of
Borrower or  Guarantor  or the ability of Borrower or  Guarantor to perform this
Agreement and the other Loan Documents.


ARTICLE VI.                                             AFFIRMATIVE COVENANTS

                  So long as any of the Notes  shall  remain  unpaid or the Loan
Commitments  remain in  effect,  or any other  amount  is owing by  Borrower  to
Administrative  Agent or any Bank  hereunder  or under any other Loan  Document,
Borrower shall:

          Section 6.01                      Maintenance of Existence.
----------                                  ------------------------

     Preserve and maintain its legal existence and, if applicable, good standing
in the jurisdiction of organization and in each jurisdiction where a Property is
located, and, if applicable, qualify and remain qualified as a foreign entity in
each other  jurisdiction in which such  qualification  is required except to the
extent that failure to so qualify is not likely to result in a Material  Adverse
Change.

          Section 6.02                      Maintenance of Records.
----------                                  ----------------------

     Keep adequate records and books of account,  in which complete entries will
be made in accordance with GAAP, reflecting all of its financial transactions.

          Section 6.03                      Maintenance of Insurance.
----------                                  ------------------------

     At all times, (1) maintain and keep in force the insurance required by each
of the  Mortgages  and (2)  maintain  and keep in force,  and cause  each of its
Material  Affiliates to maintain and keep in force,  insurance with  financially
sound and  reputable  insurance  companies or  associations  in such amounts and
covering such risks as are usually carried by companies engaged in the same or a
similar business and similarly situated.

          Section 6.04                  Compliance with Laws; Payment of Taxes.
----------                              --------------------------------------

     Promptly comply in all material  respects with all Laws applicable to it or
to any of its properties  (including the  Properties) or any part thereof,  such
compliance  to  include,  without  limitation,  paying  before  the same  become
delinquent all taxes,  assessments  and  governmental  charges  imposed upon it,
Guarantor or upon any of their property  (including the  Properties),  except to
the extent they are the subject of a Good Faith Contest.

          Section 6.05                      Right of Inspection.
----------                                  -------------------

     At any reasonable time and from time to time upon reasonable notice, permit
Administrative  Agent or any  Bank or any  agent or  representative  thereof  to
examine and make copies and abstracts  from the records and books of account of,
and visit the properties  (including the  Properties) of, Borrower and Guarantor
and to discuss the affairs, finances and accounts of Borrower and Guarantor with
the  financial  officers  of Borrower  and  Guarantor  and with the  independent
accountants of Borrower and Guarantor.

          Section 6.06                      Compliance With Environmental Laws.
----------                                  ----------------------------------

     Promptly comply in all material respects with all applicable  Environmental
Laws and immediately pay or cause to be paid all costs and expenses  incurred in
connection  with such  compliance;  and, at its sole cost and expense,  promptly
remove,  or cause  removal of, any and all  Hazardous  Materials  or the effects
thereof at any time  identified as being on, in, under or affecting any Property
in violation of Environmental Law.

          Section 6.07                      Payment of Costs.
----------                                  ----------------

     Pay all costs and expenses  required for the satisfaction of the conditions
of this Agreement,  including,  without  limitation,  (i) all document and stamp
taxes,  recording and filing expenses and fees and  commissions  lawfully due to
brokers in connection  with the  transactions  contemplated  hereby and (ii) any
taxes, assessments,  impositions (public or private), insurance premiums, Liens,
security interests or other claims or charges against each Property.

          Section 6.08                      Maintenance of Properties.
----------                                  -------------------------

     Do all things reasonably necessary to maintain,  preserve, protect and keep
its and its  Affiliates'  properties  (including the Properties) in good repair,
working order and condition.

     Section 6.09 Reporting and Miscellaneous Document Requirements.  Furnish to
Administrative Agent, who shall deliver copies to each of the Banks:

     (1) Annual  Financial  Statements.  As soon as  available  and in any event
within  ninety-five (95) days after the end of each Fiscal Year, FW Consolidated
Financial  Statements,  as of the end of and for such Fiscal Year, in reasonable
detail  and  stating  in  comparative  form  the  respective   figures  for  the
corresponding date and period in the prior Fiscal Year and audited by Borrower's
Accountants;

     (2) Quarterly Financial  Statements.  As soon as available and in any event
within fifty (50) days after the end of each  calendar  quarter  (other than the
last  quarter of the Fiscal  Year),  the  unaudited  FW  Consolidated  Financial
Statements,  certified by the chief  financial  officer and as of the end of and
for such calendar quarter,  in reasonable detail and stating in comparative form
the respective figures for the corresponding date and period in the prior Fiscal
Year;

                           (3)   Certificate   of  No  Default   and   Financial
         Compliance.  Within  fifty (50) days after the end of each of the first
         three  quarters of each Fiscal  Year and within  ninety-five  (95) days
         after the end of each Fiscal Year, a certificate of the chief financial
         officer or treasurer of Guarantor  (a) stating that, to the best of his
         or her  knowledge,  no Default or Event of Default has  occurred and is
         continuing,  or if a Default or Event of Default  has  occurred  and is
         continuing,  specifying  the nature  thereof  and the  action  which is
         proposed  to be  taken  with  respect  thereto;  (b)  stating  that the
         covenants contained in Sections 7.02, 7.03 and 7.04 and in Article VIII
         have  been  complied  with  (or  specifying  those  that  have not been
         complied with) and including computations demonstrating such compliance
         (or  noncompliance);  (c) setting  forth the details by property of all
         items comprising  Capitalization Value, Total Outstanding  Indebtedness
         (including   amount,   maturity,   interest   rate   and   amortization
         requirements),  Combined EBITDA and Interest  Expense;  and (d) only at
         the end of each Fiscal Year stating Borrower's taxable income;

     (4)  Calculation of Borrowing  Base.  Within twenty (20) days of the end of
each  calendar  quarter,  a  calculation,  accompanied  by  detailed  supporting
information, of the then current Borrowing Base;

                           (5)    Certificate    of   Borrower's    Accountants.
         Simultaneously  with the  delivery of the annual  financial  statements
         required by paragraph  (1) of this  Section when the audited  financial
         statements  required by paragraph  (1) of this Section have a qualified
         auditor's   opinion  or  an  Event  of  Default  has  occurred  and  is
         continuing,  (a) a statement of Borrower's Accountants who audited such
         financial  statements  comparing  the  computations  set  forth  in the
         financial compliance  certificate required by paragraphs (3)(b) and (d)
         of  this  Section  to the  audited  financial  statements  required  by
         paragraph  (1) of  this  Section  and  (b) a  statement  of  Borrower's
         Accountants  who  audited  such  financial  statements  of whether  any
         Default or Event of Default has occurred and is continuing;

     (6) Notice of  Litigation.  Promptly after the  commencement  and knowledge
thereof,  notice of all actions,  suits, and proceedings before any Governmental
Authority,  court or arbitrator,  affecting (a) Borrower or Guarantor  which, if
determined  adversely to Borrower or Guarantor is likely to result in a Material
Adverse  Change or (b) all or any portion of the  Mortgaged  Property  under any
Mortgage;

     (7) Notices of Defaults  and Events of Default.  As soon as possible and in
any event within ten (10) days after Borrower becomes aware of the occurrence of
a material  Default or any Event of Default a written  notice  setting forth the
details of such  Default or Event of Default and the action which is proposed to
be taken with respect thereto;

                           (8) Sales or Acquisitions  of Assets.  Promptly after
         the  occurrence   thereof,   written  notice  of  any   Disposition  or
         acquisition  of assets  (other than  acquisitions  or  Dispositions  of
         investments  such as certificates of deposit,  Treasury  securities and
         money  market  deposits  in the  ordinary  course  of  Borrower's  cash
         management) in excess of Twenty Million Dollars ($20,000,000)  together
         with,  in the  case of any  acquisition  of such an  asset,  historical
         financial  information and Borrower's  projections  with respect to the
         property acquired and, if requested by Administrative  Agent, copies of
         the agreements governing the acquisition;

     (9) Material  Adverse  Change.  As soon as is practicable  and in any event
within  five  (5)  days  after  knowledge  of the  occurrence  of any  event  or
circumstance  which is likely to result in or has resulted in a Material Adverse
Change, written notice thereof;

     (10)  Bankruptcy of  Anchors/Tenants.  Promptly after becoming aware of the
same, written notice of the bankruptcy, insolvency or cessation of operations of
(a) any of the Anchors,  (b) any tenant in any of the  Properties to which 5% or
more of the Properties'  aggregate minimum rent is attributable or (c) any other
property of Borrower or in which Borrower has an interest to which 5% or more of
aggregate  minimum rent payable to Borrower directly or through its Consolidated
Businesses or UJVs is attributable;

     (11) Offices.  Thirty (30) days' prior written  notice of any change in the
chief executive office or principal place of business of Borrower;

                           (12)  Environmental  and  Other  Notices.  As soon as
         possible and in any event within thirty (30) days after receipt, copies
         of (a) all  Environmental  Notices  received by  Borrower or  Guarantor
         which are not  received in the  ordinary  course of business  and which
         relate to a Property or to a  situation  which is likely to result in a
         Material  Adverse  Change and (b) all reports of any official  searches
         made by any  Governmental  Authorities  having  jurisdiction  over  any
         Property or the Improvements  thereon,  and of any claims of violations
         thereof;

     (13) Insurance Coverage.  Promptly,  such information concerning Borrower's
and  Guarantor's  insurance  coverage  as  Administrative  Agent may  reasonably
request;

                           (14)  Proxy  Statements,   Etc.  Promptly  after  the
         sending or filing thereof,  copies of all proxy  statements,  financial
         statements  and reports  which  Borrower,  its Material  Affiliates  or
         Guarantor  sends to its  shareholders  or  partners,  and copies of all
         regular,  periodic and special reports, and all registration statements
         which  Borrower,  its Material  Affiliates or Guarantor  files with the
         Securities and Exchange Commission or any Governmental  Authority which
         may be substituted therefor, or with any national securities exchange;

                           (15)  Leasing  Reports and Property  Information.  As
         soon as available  and in any event (a) within  fifteen (15) days after
         the end of each calendar  quarter and within ninety (90) days after the
         end of each Fiscal Year, a rent roll,  tenant  leasing and sales report
         and  operating  and cash  statements  for each Property and (b) fifteen
         (15) days after the end of each  semi-annual  period and within  ninety
         (90) days after the end of each Fiscal Year, a rent roll,  tenant sales
         report and  operating  statement  for each other  property  directly or
         indirectly owned in whole or in part by Borrower;

     (16) Capital  Expenditures.  As soon as  available  and in any event within
ninety  (90) days after the end of each Fiscal  Year,  a schedule of such Fiscal
Year's  capital  expenditures  and a budget for the next Fiscal  Year's  planned
capital  expenditures  for both (a) each  Property  and (b) each other  property
directly or indirectly owned in whole or in part by Borrower;

     (17) Change in Borrower's Credit Rating.  Within two (2) Banking Days after
any change in Borrower's Credit Rating, written notice of such change; and

     (18) General Information.  Promptly,  such other information respecting the
condition or  operations,  financial or otherwise,  of Borrower and Guarantor or
any of their properties  (including the Properties) as Administrative  Agent may
from time to time reasonably request.

          Section 6.10                      Indemnification re: Brokers.
----------                                  -----------------------------

     Indemnify  the Banks against  claims of brokers  arising by reason of the
execution hereof or the consummation of the transactions contemplated hereby.

          Section 6.11                      REA; Leases.
----------                                  ------------------------------------

     As to each Property,  deliver to Administrative  Agent,  promptly following
the execution thereof,  certified copies of (i) all amendments or supplements to
any REA and (ii) all leases,  together with current financial  statements of the
tenants  thereunder  (and of any guarantors of such tenants'  obligations),  and
notices of assignment in the form of EXHIBIT I; keep all REAs and leases in full
force and effect and at all times do all things necessary to compel  performance
by the parties to the REAs or the tenants under such leases, as the case may be,
of all obligations,  covenants and agreements by such parties or tenants, as the
case may be, to be performed  thereunder;  not enter into any REA or Major Lease
without the prior written consent of Administrative Agent; and not modify (other
than de minimus modifications) any REA or Major Lease.

     Section 6.12 Compliance with Covenants, Restrictions and Easements . Comply
with all  restrictions,  covenants and easements  affecting each Property or the
Improvements  thereon  and  cause the  satisfaction  of all  conditions  of this
Agreement.

          Section 6.13 Maintenance,  Management, Service and Leasing Contracts .
Deliver to Administrative  Agent, as and when executed,  certified copies of all
management and leasing contracts entered into with respect to any Property, each
of which  shall be  entered  into  with a party,  and on terms  and  conditions,
reasonably  acceptable  to  Administrative  Agent;  and  contemporaneously  with
entering into each such contract,  at Administrative  Agent's option, cause each
of the foregoing to be  collaterally  assigned to  Administrative  Agent for the
benefit  of the Banks as  additional  security  for the Loans  and/or  cause the
service provider under each such contract to undertake,  inter alia, to continue
performance  on the  Banks'  behalf  without  additional  cost in the event of a
Default;  and keep in full  force  and  effect  and not  materially  modify  the
management  and leasing  agreement(s)  approved  pursuant to  paragraph  (16) of
Section 4.01 without Administrative Agent's prior written consent.

          Section 6.14                      Mandatory Principal Payments.
----------                                  ----------------------------

     In the event the Total Loan  Commitment is reduced due to a decrease in the
Borrowing Base, and, as a result of such  reduction,  the outstanding  principal
amount of the Notes  exceeds the Maximum  Loan  Amount,  make to  Administrative
Agent,  for the  account  of the Banks,  within ten (10) days of  Administrative
Agent's  written  demand  therefor,  a  principal  payment in the amount of such
excess.

          Section 6.15                      Prepayment Event.
----------                                  ----------------------------

     If both  Stuart  Halpert  and  William  Wolfe  shall  cease for any  reason
(including  death  or  disability)  to be  principally  involved  in the  senior
management  of  Guarantor  on  a  full-time  basis,   within  ninety  (90)  days
thereafter, prepay all Loans and cancel all Loan Commitments and this Agreement.


ARTICLE VII.                                              NEGATIVE COVENANTS

                  So long as any of the Notes shall remain  unpaid,  or the Loan
Commitments  remain in  effect,  or any other  amount  is owing by  Borrower  to
Administrative  Agent or any Bank  hereunder  or under any other Loan  Document,
Borrower shall not do any or all of the following:

          Section 7.01                      Mergers Etc.
----------                                  -----------

     Merge or consolidate with (except where Borrower is the surviving  entity),
or sell, assign, lease or otherwise dispose of (whether in one transaction or in
a series of transactions)  all or  substantially  all of its assets (whether now
owned or  hereafter  acquired)  (or enter  into any  agreement  to do any of the
foregoing).

          Section  7.02  Investments.  Make any loan or advance to any Person or
purchase or otherwise  acquire any capital stock,  assets,  obligations or other
securities  of, make any capital  contribution  to, or  otherwise  invest in, or
acquire any interest in, any Person (any such transaction,  an "Investment" ) if
(x) the  amount  of such  investment,  together  with the  amount  of all  other
Investments would, in the aggregate,  exceed 15% of Capitalization  Value or (y)
the amount of such Investment in each of the following categories, together with
the  amount  of all  other  Investments  in each such  category,  would,  in the
aggregate,  exceed the  Maximum  Percentage  of  Capitalization  Value set forth
below:

                        Investment                         Maximum Percentage
                                                       of Capitalization Value

Land Holdings  (valued at cost;  Land Holdings do not include land under option,
land5%nder  development or out parcels under a ground lease) Securities  (valued
at cost) and Third Party Partner Debt 5% Mortgage Holdings 5% Partnerships/Joint
Ventures in which Borrower does not have a majority interest  and10%ich Borrower
does not control Construction in Process 10%.



          Section 7.03                      Sale of Assets
----------                                  ------------------------------------

     .  Effect  a  Disposition  of any of its now  owned or  hereafter  acquired
assets,  including  assets in which Borrower owns a beneficial  interest through
its  ownership  of  interests in joint  ventures,  aggregating  more than 15% of
Capitalization Value.

          Section 7.04                    Management and Leasing of Properties.
----------                                -----------------------------------

      At any time, fail to provide, or fail to cause its Affiliates to provide,
property  management and leasing services for both (x) the Properties and (y) at
least 75% of the other properties then owned,  directly or indirectly,  in whole
or in part by Borrower.


ARTICLE VIII.                                            FINANCIAL COVENANTS

          So  long  as  any  of the  Notes  shall  remain  unpaid,  or the  Loan
Commitments  remain in  effect,  or any other  amount  is owing by  Borrower  to
Administrative  Agent or any Bank under this  Agreement  or under any other Loan
Document, Borrower shall not permit or suffer:

          Section 8.01                      Equity Value.
----------                                  ------------------------------------

     At any time,  Equity Value to be less than One Hundred  Twenty Five Million
Dollars ($125,000,000); or

          Section 8.02                      Leverage Ratio.
----------                                  ------------------------------------

As of the end of any calendar quarter, Leverage Ratio to exceed 65%; or

     Section 8.03  Relationship of Combined EBITDA to Interest  Expense . At any
time,  the ratio of (1) Combined  EBITDA to (2) Interest  Expense,  each for the
most recently ended calendar quarter, to be less than 1.60 to 1.00.
----------                                  -----------------------------------


ARTICLE IX.                                               EVENTS OF DEFAULT


          Section 9.01                      Events of Default.
----------                                  -----------------------------------

          Any of the following events shall be an "Event of Default":

                           (1) If Borrower  shall fail to pay the  principal  of
         any Notes as and when due (including, without limitation, any principal
         payment  required by Sections  6.14 or 6.15);  or fail to pay  interest
         accruing  on any  Notes as and when due and such  failure  to pay shall
         continue  unremedied  for  five  (5)  days  after  the due date of such
         amount; or fail to pay any installment of the  administration fee which
         Borrower has separately agreed to pay to  Administrative  Agent, or any
         fee or any other  amount  due under  this  Agreement  or any other Loan
         Document  as and when  due,  and such  failure  to pay  shall  continue
         unremedied  for two (2) days after  notice by  Administrative  Agent of
         such failure to pay; or

     (2) If any representation or warranty made by Borrower or Guarantor in this
Agreement  or  in  any  other  Loan  Document  or  which  is  contained  in  any
certificate,  document,  opinion,  financial or other statement furnished at any
time  under or in  connection  with a Loan  Document  shall  prove to have  been
incorrect in any material respect on or as of the date made or remade; or

                           (3) If Borrower  shall fail (a) to perform or observe
         any term,  covenant or  agreement  contained  in Article VII or Article
         VIII;  or (b) to  perform  or  observe  any  other  term,  covenant  or
         agreement   contained  in  this  Agreement   (other  than   obligations
         specifically  referred to  elsewhere  in this  Section  9.01) or in any
         other Loan  Document or any other  document  executed  by Borrower  and
         delivered to  Administrative  Agent or the Banks in connection with the
         transactions   contemplated   hereby  and  such  failure  shall  remain
         unremedied  for thirty  (30)  consecutive  calendar  days after  notice
         thereof (or such shorter cure period as may be expressly  prescribed in
         the applicable  Loan Document or other  document);  provided,  however,
         that if any such default under clause (b) above cannot by its nature be
         cured  within such  thirty  (30)-day,  or shorter,  as the case may be,
         grace period and so long as Borrower  shall have  commenced cure within
         such thirty (30)-day,  or shorter, as the case may be, grace period and
         shall,  at all  times  thereafter,  diligently  prosecute  the  same to
         completion,  Borrower  shall have an additional  period,  not to exceed
         sixty (60) days, to cure such  default;  in no event,  however,  is the
         foregoing intended to effect an extension of the Maturity Date; or

                           (4) If  Borrower or  Guarantor  shall fail (a) to pay
         any Debt (other than the payment obligations described in paragraph (1)
         of this  Section) in an amount  equal to or greater  than Five  Million
         Dollars ($5,000,000) when due (whether by scheduled maturity,  required
         prepayment, acceleration, demand, or otherwise) after the expiration of
         any applicable grace period;  or (b) to perform or observe any material
         term, covenant, or condition under any agreement or instrument relating
         to any such Debt,  when  required to be performed  or observed,  if the
         effect of such  failure to perform or observe is to  accelerate,  or to
         permit the  acceleration of, after the giving of notice or the lapse of
         time,  or both  (other  than in cases  where,  in the  judgment  of the
         Required Banks, meaningful discussions likely to result in (i) a waiver
         or cure of the failure to perform or observe or (ii) otherwise averting
         such  acceleration  are in progress between Borrower and the obligee of
         such  Debt),  the  maturity  of such  Debt,  or any such Debt  shall be
         declared to be due and payable,  or required to be prepaid  (other than
         by a regularly  scheduled or otherwise required  prepayment),  prior to
         the stated maturity thereof; or
                           (5) If any of Borrower, Guarantor or any Affiliate of
         Borrower to which Twenty-Five Million Dollars  ($25,000,000) or more of
         Capitalization  Value is  attributable,  shall (a) generally not, or be
         unable to, or shall admit in writing its inability to, pay its debts as
         such debts  become  due; or (b) make an  assignment  for the benefit of
         creditors,  petition or apply to any tribunal for the  appointment of a
         custodian,  receiver or trustee for it, any Property,  or a substantial
         part of its other  assets;  or (c)  commence any  proceeding  under any
         bankruptcy,   reorganization,   arrangement,   readjustment   of  debt,
         dissolution or liquidation law or statute of any jurisdiction,  whether
         now or  hereafter  in  effect;  or (d) have had any  such  petition  or
         application  filed or any such  proceeding  shall have been  commenced,
         against it or any Property,  in which an adjudication or appointment is
         made or order for relief is entered, or which petition,  application or
         proceeding  remains  undismissed or unstayed for a period of sixty (60)
         days or more; or (e) be the subject of any  proceeding  under which any
         Property  or all or a  substantial  part  of its  other  assets  may be
         subject to seizure,  forfeiture  or  divestiture;  or (f) by any act or
         omission  indicate its consent to,  approval of or  acquiescence in any
         such  petition,  application  or  proceeding or order for relief or the
         appointment of a custodian, receiver or trustee for any Property or all
         or any substantial  part of its other property;  or (g) suffer any such
         custodianship,  receivership  or trusteeship for any Property or all or
         any substantial  part of its other property,  to continue  undischarged
         for a period of sixty (60) days or more; or

     (6) If one or more judgments, decrees or orders for the payment of money in
excess of Five Million  Dollars  ($5,000,000) in the aggregate shall be rendered
against Borrower or Guarantor,  and any such judgments,  decrees or orders shall
continue  unsatisfied and in effect for a period of thirty (30) consecutive days
without  being  vacated,  discharged,  satisfied or stayed or bonded in a manner
satisfactory to Administrative Agent pending appeal; or

                           (7) If any of the  following  events  shall  occur or
         exist with respect to Borrower,  Guarantor or any ERISA Affiliate:  (a)
         any Prohibited Transaction involving any Plan; (b) any Reportable Event
         with respect to any Plan; (c) the filing under Section 4041 of ERISA of
         a notice of  intent to  terminate  any Plan or the  termination  of any
         Plan;  (d) any event or  circumstance  which might  constitute  grounds
         entitling the PBGC to institute proceedings under Section 4042 of ERISA
         for  the  termination  of,  or for  the  appointment  of a  trustee  to
         administer,  any  Plan,  or the  institution  by the  PBGC of any  such
         proceedings;  or (e) complete or partial  withdrawal under Section 4201
         or 4204  of  ERISA  from a  Multiemployer  Plan or the  reorganization,
         insolvency or termination of any  Multiemployer  Plan; and in each case
         above, if such event or conditions, if any, could in the opinion of any
         Bank subject  Borrower,  Guarantor  or any ERISA  Affiliate to any tax,
         penalty or other liability to a Plan,  Multiemployer  Plan, the PBGC or
         otherwise (or any combination  thereof) which in the aggregate  exceeds
         or may exceed Fifty Thousand Dollars ($50,000); or

     (8) If any  Mortgage  shall  at any time and for any  reason  cease  (a) to
create  a valid  and  perfected  first  priority  lien  in and to the  Mortgaged
Property purported to be subject thereto;  or (b) to be in full force and effect
or shall be declared  null and void, or the validity or  enforceability  thereof
shall be contested by any party  thereto,  or any party  thereto  shall deny any
further liability or obligation  thereunder,  or any party thereto shall fail to
perform any of its obligations thereunder; or

     (9) If an  "Event  of  Default"  (as such  quoted  term is  defined  in the
Mortgages) shall occur under any Mortgage; or

     (10) If at any time  Guarantor  is not a qualified  real estate  investment
trust  under  Sections  856  through 860 of the Code or is not listed on the New
York Stock Exchange; or

     (11) If at any time Borrower or Guarantor constitutes plan assets for ERISA
purposes (within the meaning of C.F.R.ss.2510.3-101).

          Section  9.02  Remedies . If any Event of Default  shall  occur and be
continuing,  Administrative  Agent shall, upon request of the Required Banks, by
notice to Borrower,  (1) declare the unpaid  balance of the Notes,  all interest
thereon,  and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon such balance, all such interest, and all such amounts due
under this  Agreement  shall  become and be forthwith  due and payable,  without
presentment,  demand,  protest,  or further notice of any kind, all of which are
hereby expressly waived by Borrower;  and/or (2) exercise any remedies  provided
in any of the Loan Documents or by Law.


ARTICLE X.                        ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS

          Section 10.01  Appointment,  Powers and  Immunities of  Administrative
Agent . Each Bank hereby  irrevocably  appoints  and  authorizes  Administrative
Agent to act as its agent  hereunder and under any other Loan Document with such
powers as are  specifically  delegated to  Administrative  Agent by the terms of
this Agreement and any other Loan  Document,  together with such other powers as
are reasonably incidental thereto.  Administrative Agent shall have no duties or
responsibilities  except those  expressly  set forth in this  Agreement  and any
other  Loan  Document  or  required  by law,  and  shall  not by  reason of this
Agreement  be a  fiduciary  or trustee  for any Bank  except to the extent  that
Administrative  Agent acts as an agent with respect to the receipt or payment of
funds (nor shall  Administrative  Agent have any fiduciary  duty to Borrower nor
shall any Bank  have any  fiduciary  duty to  Borrower  or to any  other  Bank).
Administrative  Agent shall not be  responsible  to the Banks for any  recitals,
statements,  representations  or  warranties  made by Borrower  or any  officer,
partner or official of Borrower or any other Person  contained in this Agreement
or any  other  Loan  Document,  or in  any  certificate  or  other  document  or
instrument  referred  to or  provided  for in, or received by any of them under,
this Agreement or any other Loan Document, or for the value, legality, validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan  Document  or any other  document  or  instrument  referred to or
provided  for herein or  therein,  for the  perfection  or  priority of any Lien
securing  the  Obligations  or for any failure by Borrower to perform any of its
obligations hereunder or thereunder.  Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible, except as to money or securities
received by it or its authorized agents, for the negligence or misconduct of any
such agents or  attorneys-in-fact  selected by it with reasonable care.  Neither
Administrative  Agent nor any of its  directors,  officers,  employees or agents
shall be liable or responsible for any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection  herewith or
therewith,  except for its or their own gross negligence or willful  misconduct.
Borrower shall pay any fee agreed to by Borrower and  Administrative  Agent with
respect to Administrative Agent's services hereunder.

          Section 10.02 Reliance by Administrative  Agent . Administrative Agent
shall be entitled to rely upon any certification,  notice or other communication
(including any thereof by telephone, telex, telegram or cable) believed by it to
be genuine  and  correct  and to have been signed or sent by or on behalf of the
proper  Person or Persons,  and upon  advice and  statements  of legal  counsel,
independent  accountants  and other experts  selected by  Administrative  Agent.
Administrative Agent may deem and treat each Bank as the holder of the Loan made
by it for all purposes  hereof and shall not be required to deal with any Person
who has acquired a participation in any Loan or Participation from a Bank. As to
any matters  not  expressly  provided  for by this  Agreement  or any other Loan
Document,  Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting,  hereunder in accordance with instructions  signed
by the Required  Banks,  and such  instructions  of the  Required  Banks and any
action taken or failure to act pursuant  thereto  shall be binding on all of the
Banks and any other holder of all or any portion of any Loan or Participation.

          Section 10.03                     Defaults.
----------                                  ---------------------------

     Administrative  Agent  shall  not  be  deemed  to  have  knowledge  of  the
occurrence  of a Default or Event of  Default  unless  Administrative  Agent has
received  notice from a Bank or  Borrower  specifying  such  Default or Event of
Default and stating that such notice is a "Notice of Default." In the event that
Administrative  Agent  receives such a notice of the  occurrence of a Default or
Event of Default,  Administrative  Agent shall give prompt notice thereof to the
Banks.  Administrative  Agent,  following  consultation  with the  Banks,  shall
(subject to Section  10.07) take such  action  with  respect to such  Default or
Event of Default which is continuing as shall be directed by the Required Banks;
provided that,  unless and until  Administrative  Agent shall have received such
directions,  Administrative  Agent may take such action,  or refrain from taking
such  action,  with respect to such Default or Event of Default as it shall deem
advisable in the best  interest of the Banks.  In no event shall  Administrative
Agent be required to take any such action which it  determines to be contrary to
Law.

          Section 10.04 Rights of Administrative  Agent as a Bank . With respect
to its Loan Commitment and the Loan provided by it,  Administrative Agent in its
capacity as a Bank hereunder shall have the same rights and powers  hereunder as
any  other  Bank and may  exercise  the same as  though  it were not  acting  as
Administrative   Agent,   and  the  term   "Bank"  or  "Banks"   shall   include
Administrative  Agent in its  capacity as a Bank.  Administrative  Agent and its
Affiliates may (without having to account  therefor to any Bank) accept deposits
from, lend money to (on a secured or unsecured  basis),  and generally engage in
any kind of banking,  trust or other  business with Borrower (and any Affiliates
of Borrower) as if it were not acting as Administrative Agent.

          Section   10.05  Sharing  of  Costs  by  Banks;   Indemnification   of
Administrative  Agent . Each Bank agrees to pay its ratable share,  based on the
respective outstanding principal balances under its Note and the other Notes, of
any expenses  incurred (and not paid or reimbursed by Borrower  after demand for
payment  is made by  Administrative  Agent)  by or on  behalf  of the  Banks  in
connection with any Default or Event of Default, including,  without limitation,
costs of  enforcement  of the Loan  Documents  and any  advances to pay taxes or
insurance  premiums or otherwise to preserve the Lien of any of the Mortgages or
to preserve or protect any Mortgaged Property.  In the event a Bank fails to pay
its share of expenses as  aforesaid,  and all or a portion of such unpaid amount
is paid by Administrative  Agent and/or one (1) or more of the other Banks, then
the  defaulting  Bank  shall  reimburse  Administrative  Agent  and/or the other
Bank(s) for the portion of such  unpaid  amount paid by it or them,  as the case
may be, together with interest thereon at the Base Rate from the date of payment
by Administrative Agent and/or the other Bank(s). In addition,  each Bank agrees
to reimburse and indemnify Administrative Agent (to the extent it is not paid by
or on behalf of  Borrower  after  demand for  payment is made by  Administrative
Agent under the applicable provisions hereof or of any other Loan Document,  but
without  limiting the obligations of Borrower under such  provisions),  for such
Bank's ratable share, based upon the respective  outstanding  principal balances
under its Note and the other  Notes,  of any and all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of any  kind and  nature  whatsoever  which  may be  imposed  on,
incurred by or asserted against  Administrative  Agent in any way relating to or
arising out of this  Agreement,  any other Loan Document or any other  documents
contemplated by or referred to herein or the transactions contemplated hereby or
thereby (including, without limitation, the costs and expenses which Borrower is
obligated to pay under Section 12.04) or under the applicable  provisions of any
other Loan Document or the  enforcement of any of the terms hereof or thereof or
of any such  other  documents  or  instruments;  provided  that no Bank shall be
liable  for (1) any of the  foregoing  to the  extent  they arise from the gross
negligence or willful  misconduct of the party to be indemnified or (2) any loss
of principal or interest with respect to Administrative Agent's Loan.

          Section 10.06  Non-Reliance on Administrative  Agent and Other Banks .
Each  Bank  agrees  that  it  has,   independently   and  without   reliance  on
Administrative  Agent  or any  other  Bank,  and  based  on such  documents  and
information  as it has  deemed  appropriate,  made its own  credit  analysis  of
Borrower and Guarantor and the decision to enter into this Agreement and that it
will,  independently and without reliance upon Administrative Agent or any other
Bank, and based on such documents and  information as it shall deem  appropriate
at the time,  continue to make its own analysis  and  decisions in taking or not
taking action under this  Agreement or any other Loan  Document.  Administrative
Agent shall not be required to keep  itself  informed as to the  performance  or
observance by Borrower of this Agreement or any other Loan Document or any other
document  referred  to or  provided  for herein or  therein  or to  inspect  the
properties (including the Properties) or books of Borrower.  Except for notices,
reports and other documents and information  expressly  required to be furnished
to the Banks by Administrative  Agent hereunder,  Administrative Agent shall not
have any duty or  responsibility  to  provide  any Bank with any credit or other
information concerning the affairs, financial condition or business of Borrower,
Guarantor  or any of  their  respective  Affiliates  which  may  come  into  the
possession of Administrative Agent or any of its Affiliates.
Administrative  Agent shall not be required  to file this  Agreement,  any other
Loan Document or any document or instrument  referred to herein or therein,  for
record or give notice of this Agreement, any other Loan Document or any document
or instrument referred to herein or therein, to anyone.

          Section 10.07                Failure of Administrative Agent to Act.
----------                             ---------------------------------------

     Except for action  expressly  required of  Administrative  Agent hereunder,
Administrative  Agent  shall in all  cases  be fully  justified  in  failing  or
refusing  to act  hereunder  unless it shall have  received  further  assurances
(which may include cash  collateral) of the  indemnification  obligations of the
Banks under  Section 10.05 in respect of any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.

          Section  10.08  Resignation  or  Removal  of  Administrative  Agent  .
Administrative Agent shall have the right to resign at any time.  Administrative
Agent may be removed at any time with cause by the Required Banks, provided that
Borrower and the other Banks shall be promptly notified  thereof.  Upon any such
removal or  resignation,  the  Required  Banks shall have the right to appoint a
successor  Administrative Agent which successor Administrative Agent, so long as
it is reasonably  acceptable to the Required Banks and, provided there exists no
Event of Default, to Borrower,  shall be that Bank then having the greatest Loan
Commitment. If no successor Administrative Agent shall have been so appointed by
the Required Banks and shall have accepted such  appointment  within thirty (30)
days after the Required  Banks'  removal of the retiring  Administrative  Agent,
then the retiring  Administrative  Agent may, on behalf of the Banks,  appoint a
successor  Administrative  Agent,  which shall be one of the Banks. The Required
Banks or the retiring  Administrative  Agent, as the case may be, shall upon the
appointment of a successor  Administrative Agent promptly so notify Borrower and
the other Banks. Upon the acceptance of any appointment as Administrative  Agent
hereunder by a successor  Administrative  Agent,  such successor  Administrative
Agent shall thereupon succeed to and become vested with all the rights,  powers,
privileges  and duties of the retiring  Administrative  Agent,  and the retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder.  After any  retiring  Administrative  Agent's  removal  hereunder  as
Administrative  Agent, the provisions of this Article X shall continue in effect
for its  benefit in respect  of any  actions  taken or omitted to be taken by it
while it was acting as Administrative Agent.

          Section 10.09                 Amendments Concerning Agency Function.
----------                              --------------------------------------

     Notwithstanding  anything  to the  contrary  contained  in this  Agreement,
Administrative Agent shall not be bound by any waiver, amendment,  supplement or
modification  of this  Agreement or any other Loan  Document  which  affects its
duties,  rights,  and/or function  hereunder or thereunder  unless it shall have
given its prior written consent thereto.

          Section 10.10                     Liability of Administrative Agent.
----------                                  -----------------------------------

     Administrative  Agent shall not have any liabilities or responsibilities to
Borrower  on account  of the  failure  of any Bank to  perform  its  obligations
hereunder  or to any Bank on account of the  failure of  Borrower to perform its
obligations hereunder or under any other Loan Document.

          Section 10.11                     Transfer of Agency Function.
----------                                  ---------------------------------

     Without the consent of  Borrower or any Bank,  Administrative  Agent may at
any time or from time to time  transfer its  functions as  Administrative  Agent
hereunder to any of its offices wherever located in the United States,  provided
that Administrative Agent shall promptly notify Borrower and the Banks thereof.

          Section 10.12  Non-Receipt of Funds by  Administrative  Agent . Unless
Administrative  Agent shall have received notice from a Bank or Borrower (either
one as appropriate being the "Payor") prior to the date on which such Bank is to
make  payment  hereunder  to  Administrative  Agent of the proceeds of a Loan or
Borrower is to make payment to Administrative  Agent, as the case may be (either
such payment being a "Required  Payment"),  which notice shall be effective upon
receipt,  that  the  Payor  will  not  make  the  Required  Payment  in  full to
Administrative Agent,  Administrative Agent may assume that the Required Payment
has been made in full to Administrative  Agent on such date, and  Administrative
Agent in its sole  discretion  may, but shall not be  obligated  to, in reliance
upon  such  assumption,  make  the  amount  thereof  available  to the  intended
recipient on such date. If and to the extent the Payor shall not have in fact so
made the Required Payment in full to Administrative Agent, the recipient of such
payment shall repay to Administrative Agent forthwith on demand such amount made
available to it together with interest thereon,  for each day from the date such
amount  was  so  made   available  by   Administrative   Agent  until  the  date
Administrative  Agent  recovers  such  amount,  at  the  customary  rate  set by
Administrative  Agent for the  correction  of errors  among  Banks for three (3)
Banking Days and thereafter at the Base Rate.

          Section 10.13  Withholding  Taxes . Each Bank  represents at all times
during the term of this Agreement that it is entitled to receive any payments to
be made to it hereunder  without the  withholding of any tax and will furnish to
Administrative  Agent and Borrower such forms,  certifications,  statements  and
other  documents  as  Administrative  Agent or Borrower may request from time to
time to evidence such Bank's  exemption from the  withholding of any tax imposed
by any jurisdiction or to enable Administrative Agent or Borrower to comply with
any applicable Laws or regulations relating thereto. Without limiting the effect
of the foregoing,  if any Bank is not created or organized under the laws of the
United  States of  America  or any state  thereof,  such  Bank will  furnish  to
Administrative  Agent and Borrower a United States Internal Revenue Service Form
4224  in  respect  of all  payments  to be made to  such  Bank  by  Borrower  or
Administrative Agent under this Agreement or any other Loan Document or a United
States  Internal  Revenue  Service Form 1001  establishing  such Bank's complete
exemption from United States  withholding  tax in respect of payments to be made
to such Bank by Borrower or  Administrative  Agent under this  Agreement  or any
other  Loan  Document,  or  such  other  forms,  certifications,  statements  or
documents,  duly  executed and completed by such Bank as evidence of such Bank's
exemption from the withholding of U.S. tax with respect thereto.
Administrative  Agent shall not be obligated  to make any payments  hereunder to
such Bank in respect of any Loan or participation or such Bank's Loan Commitment
or obligation to purchase participations until such Bank shall have furnished to
Administrative Agent and Borrower the requested form,  certification,  statement
or document.

          Section 10.14                     Minimum Commitment by UBS.
----------                                  ----------------------------------

     Subsequent  to the  Closing  Date,  UBS  hereby  agrees to  maintain a Loan
Commitment  in an amount no less than Ten Million  Dollar  ($10,000,000)  for so
long as (x) no Event of Default  exists under this Agreement and (y) UBS remains
Administrative  Agent  hereunder.   UBS  further  agrees  to  hold  and  not  to
participate  or assign any of such amount other than an  assignment to a Federal
Reserve Bank or to the Parent or a majority-owned subsidiary of UBS.

          Section 10.15                     Pro Rata Treatment.
----------                                  -----------------------------------

     Except to the extent  otherwise  provided,  (1) each advance of proceeds of
the Ratable Loans shall be made by the Banks,  (2) each  reduction of the amount
of the Total Loan  Commitment  under  Section  2.15 shall be applied to the Loan
Commitments of the Banks and (3) each payment of the fees accruing under Section
2.07  shall be made for the  account  of the  Banks,  ratably  according  to the
amounts of their respective Loan Commitments.

          Section 10.16 Sharing of Payments Among Banks . If a Bank shall obtain
payment of any  principal  of or  interest  on any Loan made by it  through  the
exercise of any right of setoff,  banker's lien,  counterclaim,  or by any other
means  (including  direct  payment),  and  such  payment  results  in such  Bank
receiving a greater payment than it would have been entitled to had such payment
been paid directly to  Administrative  Agent for disbursement to the banks, then
such Bank shall promptly  purchase for cash from the other Banks  participations
in the  Loans  made by the other  Banks in such  amounts,  and make  such  other
adjustments  from  time to time as  shall be  equitable  to the end that all the
Banks shall share  ratably  the benefit of such  payment.  To such end the Banks
shall  make  appropriate   adjustments   among  themselves  (by  the  resale  of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.  Borrower agrees that any Bank so purchasing a participation in the
Loans made by other  Banks may  exercise  all rights of setoff,  banker's  lien,
counterclaim  or similar  rights  with  respect to such  participation.  Nothing
contained  herein  shall  require any Bank to  exercise  any such right or shall
affect the right of any Bank to exercise, and retain the benefits of exercising,
any such right with respect to any other indebtedness of Borrower.

          Section 10.17                     Possession of Documents.
----------                                  -----------------------------------

     Each  Bank  shall  keep   possession   of  its  own   Ratable   Loan  Note.
Administrative  Agent  shall  hold all the  other  Loan  Documents  and  related
documents in its  possession  and maintain  separate  records and accounts  with
respect thereto, and shall permit the Banks and their representatives  access at
all reasonable times to inspect such Loan Documents,  related documents, records
and accounts.


ARTICLE XI.                                             NATURE OF OBLIGATIONS

          Section 11.01  Absolute and  Unconditional  Obligations . Borrower and
Guarantor  acknowledge and agree that their  obligations  and liabilities  under
this  Agreement  and  under the  other  Loan  Documents  shall be  absolute  and
unconditional irrespective of: (1) any lack of validity or enforceability of any
of the Obligations,  any Loan Documents, or any agreement or instrument relating
thereto;  (2) any change in the time,  manner or place of payment  of, or in any
other term in respect of, all or any of the Obligations,  or any other amendment
or waiver of or consent to any  departure  from any Loan  Documents or any other
documents  or  instruments  executed  in  connection  with  or  related  to  the
Obligations;  (3) any exchange or release of any  collateral,  if any, or of any
other Person from all or any of the Obligations;  or (4) any other circumstances
which might  otherwise  constitute a defense  available  to, or a discharge  of,
Borrower, Guarantor or any other Person in respect of the Obligations.

                  The  obligations  and  liabilities  of Borrower and  Guarantor
under  this  Agreement  and other Loan  Documents  shall not be  conditioned  or
contingent  upon the pursuit by any Bank or any other  Person at any time of any
right or remedy against Borrower,  Guarantor or any other Person which may be or
become  liable in respect of all or any part of the  Obligations  or against any
collateral  or security or  guarantee  therefor or right of setoff with  respect
thereto.

          Section 11.02                     Recourse.
----------                                  ---------------------------

     This Agreement and the  obligations  hereunder and under the Loan Documents
are fully recourse to Borrower and Guarantor.


ARTICLE XII.                                                MISCELLANEOUS

          Section 12.01                  Binding Effect of Request for Advance.
----------                               --------------------------------------

     Borrower  agrees that, by its  acceptance of any advance of proceeds of the
Loans under this Agreement, it shall be bound in all respects by the request for
advance submitted on its behalf in connection  therewith with the same force and
effect as if Borrower had itself  executed and submitted the request for advance
and whether or not the request for advance is executed  and/or  submitted  by an
authorized person.

          Section 12.02 Amendments and Waivers . No amendment or material waiver
of any provision of this Agreement or any other Loan Document nor consent to any
material departure by Borrower therefrom, shall in any event be effective unless
the same shall be in writing and signed by the  Required  Banks and,  solely for
purposes of its  acknowledgment  thereof,  Administrative  Agent,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given, provided,  however, that no amendment,  waiver
or consent shall,  unless in writing and signed by all the Banks,  do any of the
following:  (1) reduce the  principal  of, or interest on, the Notes or any fees
due hereunder or any other amount due hereunder or under any Loan Document;  (2)
postpone  any date fixed for any payment of  principal  of, or interest  on, the
Notes or any fees due  hereunder  or under any Loan  Document;  (3)  change  the
definition  of Required  Banks;  (4) amend this  Section or any other  provision
requiring the consent of all the Banks;  (5) waive any default  under  paragraph
(5) of Section 9.01 or (6) release  Borrower from its  obligations  hereunder or
release General  Partner from its  obligations  hereunder or under the Guaranty.
Any advance of proceeds of the Loans made prior to or without the fulfillment by
Borrower of all of the  conditions  precedent  thereto,  whether or not known to
Administrative  Agent  and the  Banks,  shall  not  constitute  a waiver  of the
requirement that all conditions,  including the non-performed conditions,  shall
be  required  with  respect  to all future  advances.  No failure on the part of
Administrative  Agent or any Bank to exercise,  and no delay in exercising,  any
right  hereunder  shall  operate as a waiver  thereof or  preclude  any other or
further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative  and not exclusive of any remedies  provided by law. All
communications  from  Administrative  Agent to the Banks  requesting  the Banks'
determination,  consent,  approval or disapproval (i) shall be given in the form
of a written notice to each Bank,  (ii) shall be accompanied by a description of
the  matter  or thing as to  which  such  determination,  approval,  consent  or
disapproval  is  requested  and  (iii)  shall  include   Administrative  Agent's
recommended  course of action or  determination  in respect  thereof.  Each Bank
shall reply promptly, but in any event within ten (10) Banking Days (or five (5)
Banking Days with respect to any decision to accelerate or stop  acceleration of
the Loan) after  receipt of the request  therefor by  Administrative  Agent (the
"Bank Reply Period").  Unless a Bank shall give written notice to Administrative
Agent that it objects to the  recommendation  or determination of Administrative
Agent (together with a written explanation of the reasons behind such objection)
within the Bank Reply  Period,  such Bank  shall be deemed to have  approved  or
consented to such recommendation or determination.

          Section 12.03                     Usury.
----------                                  ---------------------------

     Anything  herein  to  the  contrary  notwithstanding,  the  obligations  of
Borrower  under this  Agreement and the Notes shall be subject to the limitation
that  payments  of interest  shall not be  required  to the extent that  receipt
thereof  would be contrary to  provisions  of Law  applicable to a Bank limiting
rates of interest which may be charged or collected by such Bank.

          Section 12.04 Expenses; Indemnification . Borrower agrees to reimburse
Administrative Agent on demand for all costs,  expenses, and charges (including,
without limitation, all reasonable fees and charges of engineers, appraisers and
external legal counsel) incurred by Administrative  Agent in connection with the
Loans and to reimburse  each of the Banks for reasonable  legal costs,  expenses
and charges  incurred by each of the Banks in connection with the performance or
enforcement of this  Agreement,  the Notes or any other Loan  Documents  against
Borrower;  provided,  however,  that  Borrower  is not  responsible  for  costs,
expenses  and  charges  incurred  by the Bank  Parties  in  connection  with the
administration  or syndication of the Loans (other than the  administration  fee
which Borrower has  separately  agreed to pay to UBS as  Administrative  Agent).
Borrower  agrees  to  indemnify  Administrative  Agent  and each  Bank and their
respective directors, officers, employees and agents from, and hold each of them
harmless against, any and all losses,  liabilities,  claims, damages or expenses
incurred by any of them arising out of or by reason of (x) any claims by brokers
due to acts or omissions by Borrower or (y) any  investigation  or litigation or
other proceedings (including any threatened investigation or litigation or other
proceedings)  relating to any actual or proposed use by Borrower of the proceeds
of  the  Loans,   including,   without  limitation,   the  reasonable  fees  and
disbursements of counsel  incurred in connection with any such  investigation or
litigation or other  proceedings  (but  excluding any such losses,  liabilities,
claims,  damages  or  expenses  incurred  by reason of the gross  negligence  or
willful misconduct of the Person to be indemnified).

                  The  obligations  of Borrower under this Section shall survive
the  repayment  of all amounts due under or in  connection  with any of the Loan
Documents and the termination of the Loans.

          Section 12.05                     Assignment; Participation.
----------                                  -------------------------------

     This  Agreement  shall be binding upon,  and shall inure to the benefit of,
Borrower,  Administrative  Agent, the Banks and their respective  successors and
permitted assigns. Borrower may not assign or transfer its rights or obligations
hereunder, in whole or in part.

                  Any  Bank may at any  time  grant to one (1) or more  banks or
other  institutions (each a "Participant")  participating  interests in its Loan
(each a "Participation") with the consent of Administrative Agent, which consent
shall not be unreasonably withheld or delayed. In the event of any such grant by
a  Bank  of a  Participation  to a  Participant,  whether  or  not  Borrower  or
Administrative  Agent was given notice,  such Bank shall remain  responsible for
the performance of its obligations  hereunder,  and Borrower and  Administrative
Agent shall  continue to deal solely and directly  with such Bank in  connection
with such Bank's rights and  obligations  hereunder.  Any agreement  pursuant to
which any Bank may grant such a  participating  interest shall provide that such
Bank shall retain the sole right and  responsibility  to enforce the obligations
of Borrower  hereunder  and under any other Loan  Document,  including,  without
limitation,  the right to approve any amendment,  modification  or waiver of any
provision  of this  Agreement  or any other Loan  Document;  provided  that such
participation  agreement  may  provide  that  such  Bank  will not  agree to any
modification,  amendment  or waiver of this  Agreement  described in clauses (1)
through (5) of Section 12.02 without the consent of the Participant.

                  Subject to the  provisions of Section  10.14,  any Bank may at
any time  assign to any bank or other  institution  with the  acknowledgment  of
Administrative  Agent and the consent of UBS and, provided there exists no Event
of Default,  of Borrower,  which consents shall not be unreasonably  withheld or
delayed  (such  assignee,  a "Consented  Assignee"),  or to one or more banks or
other  institutions  which are majority owned  subsidiaries  of a Bank or to the
Parent of a Bank (each Consented Assignee or subsidiary bank or institution,  an
"Assignee")  all, or a proportionate  part of all, of its rights and obligations
under this  Agreement and its Note,  and such  Assignee  shall assume rights and
obligations, pursuant to an Assignment and Assumption Agreement executed by such
Assignee and the  assigning  Bank,  provided  that,  in each case,  after giving
effect to such  assignment the Assignee's  Loan Commitment and, in the case of a
partial assignment, the assigning Bank's Loan Commitment,  each will be equal to
or greater than [Ten Million  Dollars  ($10,000,000)].  Upon (i)  execution  and
delivery of such  instrument,  (ii)  payment by such  Assignee to the Bank of an
amount equal to the purchase price agreed between the Bank and such Assignee and
(iii)  at   Administrative   Agent's   option,   payment  by  such  Assignee  to
Administrative  Agent of a fee, for Administrative  Agent's own account,  in the
amount of Two Thousand Five Hundred Dollars  ($2,500),  such Assignee shall be a
Bank Party to this Agreement and shall have all the rights and  obligations of a
Bank as set forth in such Assignment and Assumption Agreement, and the assigning
Bank shall be released from its obligations hereunder to a corresponding extent,
and no  further  consent  or  action by any party  shall be  required.  Upon the
consummation of any assignment  pursuant to this paragraph,  substitute  Ratable
Loan  Notes  shall be  issued  to the  assigning  Bank (in the case of a partial
assignment) and Assignee by Borrower, in exchange for the return of the original
Ratable  Loan Note of the  assigning  Bank.  The  obligations  evidenced by such
substitute  notes  shall  constitute  "Obligations"  for  all  purposes  of this
Agreement and the other Loan Documents.  In connection with Borrower's execution
of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent
evidence,  satisfactory to  Administrative  Agent,  of all requisite  corporate,
partnership  or other action to authorize  Borrower's  execution and delivery of
the  substitute  notes  and  any  related  documents.  If  the  Assignee  is not
incorporated  under the laws of the United States of America or a state thereof,
it  shall,  prior to the  first  date on  which  interest  or fees  are  payable
hereunder  for  its  account,  deliver  to  Borrower  and  Administrative  Agent
certification as to exemption from deduction or withholding of any United States
federal income taxes in accordance  with Section  10.13.  Each Assignee shall be
deemed to have made the representations  contained in, and shall be bound by the
provisions of, Section 10.13.

     Any Bank may at any time assign all or any portion of its rights under this
Agreement  and its Note to a Federal  Reserve  Bank.  No such  assignment  shall
release the transferor Bank from its obligations hereunder.

                  Borrower  recognizes  that in connection with a Bank's selling
of Participations or making of assignments, any or all documentation,  financial
statements,  appraisals and other data, or copies thereof,  relevant to Borrower
or the  Loans  may be  exhibited  to and  retained  by any such  Participant  or
assignee or  prospective  Participant or assignee.  In connection  with a Bank's
delivery of any financial  statements and appraisals to any such  Participant or
assignee or prospective  Participant or assignee,  such Bank shall also indicate
that the same are delivered on a confidential basis.  Borrower agrees to provide
all  assistance  reasonably  requested  by a Bank to  enable  such  Bank to sell
Participations  or make  assignments  of its Loan as permitted by this  Section.
Each Bank agrees to provide Borrower with notice of all  Participations  sold by
such Bank.

          Section 12.06 Documentation  Satisfactory . All documentation required
from or to be submitted on behalf of Borrower in connection  with this Agreement
and the documents relating hereto shall be subject to the prior approval of, and
be satisfactory in form and substance to, Administrative Agent, its counsel and,
where  specifically  provided  herein,  the Banks.  In addition,  the persons or
parties  responsible  for the execution and delivery of, and signatories to, all
of such  documentation,  shall be acceptable to, and subject to the approval of,
Administrative Agent and its counsel and the Banks.

          Section 12.07 Notices . Except as expressly  provided  otherwise,  all
notices,  demands,  consents,  approvals  and  statements  required or permitted
hereunder  shall be in  writing  and shall be  deemed to have been  sufficiently
given or served for all purposes when presented  personally,  three (3) business
days after mailing by registered or certified mail, postage prepaid,  or one (1)
business day after delivery to a nationally recognized overnight courier service
providing evidence of the date of delivery,  to a party at its address stated on
its  signature  page  hereof (or in the  applicable  Assignment  and  Assumption
Agreement),  or at such other  address of which a party shall have  notified the
party  giving  such  notice  in  writing  in   accordance   with  the  foregoing
requirements.

          Section  12.08  Setoff  . To the  extent  permitted  or not  expressly
prohibited by applicable Law,  Borrower agrees that, in addition to (and without
limitation  of) any right of setoff,  bankers' lien or  counterclaim  a Bank may
otherwise have, each Bank shall be entitled,  at its option,  to offset balances
(general or special,  time or demand,  provisional  or final) held by it for the
account of Borrower at any of such  Bank's  offices,  in Dollars or in any other
currency,  against  any  amount  payable  by  Borrower  to such Bank  under this
Agreement or such Bank's Note, or any other Loan Document which is not paid when
due (regardless of whether such balances are then due to Borrower, in which case
it shall promptly notify  Borrower and  Administrative  Agent thereof;  provided
that such  Bank's  failure to give such  notice  shall not  affect the  validity
thereof.  Payments by Borrower hereunder or under the other Loan Documents shall
be made without setoff or counterclaim.

          Section 12.09                     Table of Contents: Headings
----------                                  --------------------------------

     . Any table of contents and the headings  and  captions  hereunder  are for
convenience only and shall not affect the interpretation or construction of this
Agreement.

          Section 12.10                     Severability.
----------                                  ------------------------------------

     The provisions of this  Agreement are intended to be severable.  If for any
reason any provision of this Agreement shall be held invalid or unenforceable in
whole  or in  part  in  any  jurisdiction,  such  provision  shall,  as to  such
jurisdiction,   be   ineffective   to  the   extent   of  such   invalidity   or
unenforceability  without in any manner affecting the validity or enforceability
thereof in any other  jurisdiction  or the  remaining  provisions  hereof in any
jurisdiction.

          Section 12.11                     Counterparts.
----------                                  ------------------------------------

     This Agreement may be executed in any number of counterparts,  all of which
taken  together  shall  constitute  one and the same  instrument,  and any party
hereto may execute this Agreement by signing any such counterpart.

          Section 12.12                     Integration.
----------                                  ------------------------------------

     The Loan Documents set forth the entire  agreement among the parties hereto
relating  to the  transactions  contemplated  thereby  (except  with  respect to
agreements  relating solely to compensation,  consideration  and the coordinated
syndication  of the Loan) and supersede any prior oral or written  statements or
agreements with respect to such transactions.

          Section 12.13                     Governing Law.
----------                                  ------------------------------------

     This  Agreement  shall be governed  by, and  interpreted  and  construed in
accordance with, the laws of the State of New York (without giving effect to New
York's principles of conflicts of laws).

          Section  12.14  Waivers  . In  connection  with  the  obligations  and
liabilities as aforesaid,  Borrower hereby waives: (1) promptness and diligence;
(2) notice of any  actions  taken by any Bank Party  under this  Agreement,  any
other Loan Document or any other agreement or instrument relating thereto except
to the extent  otherwise  provided  herein;  (3) all other notices,  demands and
protests,  and all  other  formalities  of  every  kind in  connection  with the
enforcement of the  Obligations,  the omission of or delay in which, but for the
provisions of this Section,  might constitute  grounds for relieving Borrower of
its obligations hereunder or under the other Loan Documents; (4) any requirement
that any Bank Party  protect,  secure,  perfect or insure any Lien on any of the
Mortgaged  Property or on any other  collateral or exhaust any right or take any
action  against  Borrower,  Guarantor  or any other Person or against any of the
Mortgaged  Property or any other collateral;  (5) any right or claim of right to
cause a marshalling of Borrower's or Guarantor's  assets;  and (6) all rights of
subrogation  or  contribution,  whether  arising by contract or operation of law
(including,  without  limitation,  any such  right  arising  under  the  Federal
Bankruptcy Code) or otherwise by reason of payment by Borrower  pursuant to this
Agreement or other Loan Documents.

          Section  12.15  Jurisdiction;  Immunities .  Borrower,  Administrative
Agent and each Bank hereby  irrevocably  submit to the  jurisdiction  of any New
York  State or United  States  Federal  court  sitting in New York City over any
action or proceeding arising out of or relating to this Agreement,  the Notes or
any  other  Loan  Document.  Borrower,   Administrative  Agent,  and  each  Bank
irrevocably agree that all claims in respect of such action or proceeding may be
heard and  determined  in such New York State or United  States  Federal  court.
Borrower, Administrative Agent, and each Bank irrevocably consent to the service
of any and all process in any such action or proceeding by the mailing of copies
of such process to Borrower,  Administrative Agent or each Bank, as the case may
be, at the addresses specified herein.  Borrower,  Administrative Agent and each
Bank agree  that a final  judgment  in any such  action or  proceeding  shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner  provided by law.  Borrower,  Administrative  Agent and each
Bank  further  waive  any  objection  to venue in the  State of New York and any
objection  to an action or  proceeding  in the State of New York on the basis of
forum non convenient.  Borrower,  Administrative  Agent and each Bank agree that
any action or proceeding brought against Borrower,  Administrative  Agent or any
Bank,  as the  case may be,  shall be  brought  only in a New York  State  court
sitting in New York City or a United  States  Federal  court sitting in New York
City, to the extent permitted or not expressly prohibited by applicable law.

                  Nothing in this  Section  shall  affect the right of Borrower,
Administrative  Agent or any Bank to serve  legal  process  in any other  manner
permitted by law.

     To the  extent  that  Borrower,  Administrative  Agent or any Bank  have or
hereafter  may acquire any immunity from  jurisdiction  of any court or from any
legal  process  (whether from service or notice,  attachment  prior to judgment,
attachment in aid of execution,  execution or otherwise)  with respect to itself
or its property, Borrower, Administrative Agent and each Bank hereby irrevocably
waive such  immunity in respect of its  obligations  under this  Agreement,  the
Notes and any other Loan Document.

                  BORROWER,  ADMINISTRATIVE  AGENT AND EACH BANK WAIVE ANY RIGHT
EACH SUCH PARTY MAY HAVE TO JURY TRIAL IN  CONNECTION  WITH ANY SUIT,  ACTION OR
PROCEEDING  BROUGHT WITH RESPECT TO THIS  AGREEMENT,  THE NOTES OR THE LOAN.  IN
ADDITION,  BORROWER  HEREBY  WAIVES,  IN  CONNECTION  WITH ANY  SUIT,  ACTION OR
PROCEEDING  BROUGHT BY  ADMINISTRATIVE  AGENT OR THE BANKS  WITH  RESPECT TO THE
NOTES,  ANY RIGHT  BORROWER MAY HAVE TO (1) INTERPOSE ANY  COUNTERCLAIM  THEREIN
(OTHER THAN A COUNTERCLAIM THAT IF NOT BROUGHT IN THE SUIT, ACTION OR PROCEEDING
BROUGHT BY ADMINISTRATIVE  AGENT OR THE BANKS COULD NOT BE BROUGHT IN A SEPARATE
SUIT,  ACTION  OR  PROCEEDING  OR WOULD  BE  SUBJECT  TO  DISMISSAL  OR  SIMILAR
DISPOSITION FOR FAILURE TO HAVE BEEN ASSERTED IN SUCH SUIT, ACTION OR PROCEEDING
BROUGHT BY ADMINISTRATIVE  AGENT OR THE BANKS) OR (2) TO THE EXTENT PERMITTED OR
NOT EXPRESSLY  PROHIBITED BY APPLICABLE LAW, HAVE THE SAME CONSOLIDATED WITH ANY
OTHER OR SEPARATE SUIT,  ACTION OR PROCEEDING.  NOTHING HEREIN  CONTAINED  SHALL
PREVENT OR PROHIBIT  BORROWER FROM  INSTITUTING OR MAINTAINING A SEPARATE ACTION
AGAINST ADMINISTRATIVE AGENT OR THE BANKS WITH RESPECT TO ANY ASSERTED CLAIM.

          Section 12.16  Designated  Lender . Any Bank (other than a Bank who is
such solely because it is a Designated  Lender)  (each, a "Designating  Lender")
may at any time  designate one (1)  Designated  Lender to fund Bid Rate Loans on
behalf of such  Designating  Lender subject to the terms of this Section and the
provisions  in Section  12.05 shall not apply to such  designation.  No Bank may
designate  more  than  one (1)  Designated  Lender.  The  parties  to each  such
designation shall execute and deliver to Administrative Agent for its acceptance
a  Designation  Agreement.  Upon  such  receipt  of an  appropriately  completed
Designation   Agreement   executed  by  a  Designating  Lender  and  a  designee
representing that it is a Designated  Lender,  Administrative  Agent will accept
such  Designation   Agreement  and  give  prompt  notice  thereto  to  Borrower,
whereupon,  (i) from and after the "Effective Date" specified in the Designation
Agreement,  the Designated  Lender shall become a party to this Agreement with a
right to make Bid Rate Loans on behalf of its  Designating  Lender  pursuant  to
Section 2.02 after  Borrower has accepted the Bid Rate Quote of the  Designating
Lender and (ii) the  Designated  Lender  shall not be required to make  payments
with respect to any obligations in this Agreement except to the extent of excess
cash flow of such  Designated  Lender which is not  otherwise  required to repay
obligations of such Designated Lender which are then due and payable;  provided,
however,  that  regardless of such  designation and assumption by the Designated
Lender,  the  Designating  Lender  shall be and remain  obligated  to  Borrower,
Administrative  Agent and the Banks for each and every of the obligations of the
Designating  Lender  and its  related  Designated  Lender  with  respect to this
Agreement,  including, without limitation, any indemnification obligations under
Section 10.05. Each Designating Lender shall serve as the  administrative  agent
of its  Designated  Lender and shall on behalf of, and to the  exclusion of, the
Designated  Lender: (i) receive any and all payments made for the benefit of the
Designated Lender and (ii) give and receive all  communications  and notices and
take all actions hereunder,  including,  without limitation,  votes,  approvals,
waivers and  consents  under or relating  to this  Agreement  and the other Loan
Documents.  Any such notice,  communication,  vote, approval,  waiver or consent
shall be  signed  by the  Designating  Lender  as  administrative  agent for the
Designated  Lender and shall not be signed by the  Designated  Lender on its own
behalf,  but shall be binding on the Designated  Lender to the same extent as if
actually signed by the Designated Lender. Borrower, Administrative Agent and the
Banks may rely thereon without any requirement  that the Designated  Lender sign
or acknowledge the same. No Designated  Lender may assign or transfer all or any
portion of its interest  hereunder or under any other Loan Document,  other than
assignments  to  the  Designating   Lender  which  originally   designated  such
Designated Lender.

          Section 12.17                     No Bankruptcy Proceedings.
----------                                  ---------------------------

     Each of Borrower,  the Banks and Administrative Agent hereby agrees that it
will not  institute  against any  Designated  Lender or join any other Person in
instituting  against  any  Designated  Lender  any  bankruptcy,  reorganization,
arrangement,  insolvency or  liquidation  proceeding  under any federal or state
bankruptcy or similar law, for one (1) year and one (1) day after the payment in
full of the latest  maturing  commercial  paper note  issued by such  Designated
Lender.

                              [Remainder of page intentionally left blank]



<PAGE>



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


                                   FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
                                   a Maryland limited partnership

                                   By:   First Washington Realty Trust, Inc., a
                                         Maryland corporation, general
                                         partner

Attest:                                  By  __________________________[SEAL]
                                             Name:
By______________________                     Title:
     Name:
     Title:
                                               Address for Notices:

                                               4350 East-West Highway
                                               Suite 400
                                               Bethesda, Maryland 20814

                                               Attention:  Mr. James Blumenthal

                                               Telephone:  (___) ________
                                               Telecopy:   (___) ________

                                                   2



<PAGE>



 UNION BANK OF SWITZERLAND (New York Branch)(as Bank and Administrative Agent)


                                                   By
                                                             Name:
                                                             Title:



                                                   By
                                                             Name:
                                                             Title:



                           Address for Notices and Applicable Lending Office:

                                            299 Park Avenue
                                            38th Floor
                                            New York, New York 10171-0026
                                            Attention:       Joseph Bassil and
                                                             Mara Martez
                                                   Telephone:  (212) 821-3872
                                                   Telecopy:   (212) 821-3943





                                                   3



<PAGE>



                                                EXHIBIT A

                                           AUTHORIZATION LETTER



                                                              ____________, 1997


Union Bank of Switzerland
(New York Branch)
299 Park Avenue
New York, New York 10171

     Re:  Revolving  Credit  Agreement  dated as of the date  hereof  (the "Loan
Agreement";  capitalized  terms not  otherwise  defined  herein  shall  have the
meanings  ascribed to such terms in the Loan  Agreement)  among us, as Borrower,
the Banks named therein, and you, as Administrative Agent for said Banks


Gentlemen:

                  In connection  with the captioned  Loan  Agreement,  we hereby
designate any of the following  persons to give to you  instructions,  including
notices required pursuant to the Agreement, orally, by telephone or teleprocess,
or in writing:

     Instructions may be honored on the oral, telephonic, teleprocess or written
instructions of anyone purporting to be any one of the above designated  persons
even if the instructions  are for the benefit of the person  delivering them. We
will  furnish you with  confirmation  of each such  instruction  either by telex
(whether tested or untested) or in writing signed by any person designated above
(including  any  telecopy  which  appears  to bear the  signature  of any person
designated  above) on the same day that the  instruction  is provided to you but
your  responsibility  with respect to any  instruction  shall not be affected by
your failure to receive such confirmation or by its contents.

                  Without  limiting  the  foregoing,  we hereby  unconditionally
authorize any one of the above-designated persons to execute and submit requests
for  advances of  proceeds of the Loans  (including  the  Initial  Advance)  and
notices  of  Elections,  Conversions  and  Continuations  to you  under the Loan
Agreement with the identical force and effect in all respects as if executed and
submitted by us.

     You shall be fully  protected  in, and shall incur no  liability to us for,
acting upon any instructions  which you in good faith believe to have been given
by any person designated above, and in no event shall you be liable for special,
consequential or punitive  damages.  In addition,  we agree to hold you and your
agents harmless from any and all liability, loss and expense arising directly or
indirectly  out of  instructions  that we provide to you in connection  with the
Loan  Agreement  except for liability,  loss or expense  occasioned by the gross
negligence or willful misconduct of you or your agents.

                  Upon notice to us, you may, at your option,  refuse to execute
any instruction,  or part thereof,  without incurring any responsibility for any
loss,  liability  or expense  arising  out of such  refusal if you in good faith
believe that the person  delivering  the  instruction  is not one of the persons
designated  above or if the instruction is not accompanied by an  authentication
method that we have agreed to in writing.

                  We will  promptly  notify  you in writing of any change in the
persons  designated  above and,  until you have  actually  received such written
notice and have had a reasonable  opportunity to act upon it, you are authorized
to act upon  instructions,  even though the person delivering them may no longer
be authorized.


                                   Very truly yours,

                                   FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
                                   a Maryland limited partnership

                                   By:   First Washington Realty Trust, Inc.,
                                         a Maryland corporation, general
                                         partner


                                         By             [SEAL]
                                               Name:
                                               Title:




<PAGE>



                                                EXHIBIT B

                                            RATABLE LOAN NOTE

$____________                                               New York, New York

                                                            January ___, 1998

                  For  value   received,   First   Washington   Realty   Limited
Partnership, a Maryland limited partnership ("Borrower"), hereby promises to pay
to the order of  _________  or its  successors  or  assigns  (collectively,  the
"Bank"),  at the principal office of Union Bank of Switzerland (New York Branch)
located at 299 Park Avenue,  New York, New York 10171  ("Administrative  Agent")
for the account of the Applicable  Lending Office of the Bank, the principal sum
of ____________  Dollars ($________ ), or if less, the amount loaned by the Bank
under its Ratable Loan to Borrower  pursuant to the Loan  Agreement  (as defined
below) and actually  outstanding,  in lawful  money of the United  States and in
immediately  available funds, in accordance with the terms set forth in the Loan
Agreement.  Borrower  also  promises  to pay  interest  on the unpaid  principal
balance hereof,  for the period such balance is  outstanding,  in like money, at
said office for the account of said Applicable  Lending Office,  at the time and
at a rate per annum as provided in the Loan  Agreement.  Any amount of principal
hereof which is not paid when due, whether at stated maturity,  by acceleration,
or otherwise,  shall bear  interest from the date when due until said  principal
amount is paid in full,  payable  on  demand,  at the rate set forth in the Loan
Agreement.

                  The date and amount of each  advance of the Ratable  Loan made
by the Bank to Borrower  under the Loan  Agreement  referred to below,  and each
payment of said  Ratable  Loan,  shall be recorded by the Bank on its books and,
prior to any transfer of this Note (or, at the  discretion  of the Bank,  at any
other time), may be endorsed by the Bank on the schedule attached hereto and any
continuation thereof.

                  This Note is one of the Ratable Loan Notes  referred to in the
Revolving  Credit  Agreement  dated as of January ___,  1998 (as the same may be
amended from time to time, the "Loan Agreement") among Borrower, the Banks named
therein (including the Bank) and Administrative  Agent, as administrative  agent
for the Banks. All of the terms, conditions and provisions of the Loan Agreement
are hereby incorporated by reference.  All capitalized terms used herein and not
defined herein shall have the meanings given to them in the Loan Agreement.

     This Note is  secured by  various  Mortgages  which  contain,  among  other
things,  provisions for the prepayment of and acceleration of this Note upon the
happening of certain stated events. Reference to each of the Mortgages is hereby
made for a description of the "Mortgaged  Property"  encumbered  thereby and the
rights of  Borrower  and the Banks  (including  the Bank)  with  respect to such
Mortgaged  Property.  In  addition,  the Loan  Agreement  contains,  among other
things,  provisions for the prepayment of and acceleration of this Note upon the
happening of certain stated events.

                  Borrower  agrees  that it  shall  be  bound  by any  agreement
extending  the time or modifying the terms of payment set forth above and in the
Loan Agreement, made by or on behalf of the Banks and the owner or owners of the
Mortgaged  Property,  whether with or without  notice to Borrower,  and Borrower
shall  continue  liable to pay the amount due hereunder in  accordance  with the
terms set forth herein and in the Loan Agreement, but with interest at a rate no
greater than the rate of interest  provided  therein,  according to the terms of
any such agreement of extension or modification.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceeding  (whether at the trial or  appellate  level),  or should this Note be
placed in the hands of attorneys for collection upon default, Borrower agrees to
pay,  in  addition  to the  principal,  interest  and other sums due and payable
hereon,  all costs of collecting  or attempting to collect this Note,  including
reasonable attorneys' fees and expenses.

                  All parties to this Note, whether principal, surety, guarantor
or endorser,  hereby waive presentment for payment,  demand,  protest, notice of
protest and notice of dishonor.

                  This Note  shall be  governed  by the laws of the State of New
York,  provided  that,  as to the maximum  lawful rate of interest  which may be
charged or collected,  if the laws applicable to the Bank permit it to charge or
collect a higher  rate  than the laws of the  State of New  York,  then such law
applicable to the Bank shall apply to the Bank under this Note.

                  IN WITNESS  WHEREOF,  Borrower has executed and delivered this
Note on the day and year first above written.

                               Very truly yours,

                               FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
                               a Maryland limited partnership

                               By:   First Washington Realty
                                     Trust, Inc., a Maryland corporation,
                                     its sole general partner


Attest: By_____________[SEAL]
          Name:
                                     By__________________________
                                        Name:
                                        Title:



<PAGE>




                  This is to certify  that this Note was executed in my presence
on  the  date  hereof  by the  parties  whose  signatures  appear  above  in the
capacities indicated.



                                                                Notary Public

                                                 My commission expires:




                                                  B-2


<PAGE>




===============================================================================
Date             Amount            Amount          Balance          Notation By
                 of Advance        of Payment      Outstanding

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



                                                  B-3


<PAGE>



                                                EXHIBIT C

                                            BID RATE LOAN NOTE

$17,000,000                                                 New York, New York
                                                             January ___, 1998

                  For  value   received,   First   Washington   Realty   Limited
Partnership, a Maryland limited partnership ("Borrower"), hereby promises to pay
to the order of Union Bank of  Switzerland  (New York  Branch)  ("Administrative
Agent") or its  successors  or assigns for the account of the  respective  Banks
making Bid Rate Loans or their respective successors or assigns (for the further
account of their respective Applicable Lending Offices), at the principal office
of  Administrative  Agent located at 299 Park Avenue,  New York, New York 10171,
the principal sum of Seventeen  Million Dollars  ($17,000,000),  or if less, the
amount  loaned by said Banks under their  respective  Bid Rate Loans to Borrower
pursuant to the Loan Agreement (as defined below) and actually  outstanding,  in
lawful  money of the  United  States  and in  immediately  available  funds,  in
accordance  with  the  terms  set  forth in the Loan  Agreement.  Borrower  also
promises to pay interest on the unpaid principal balance hereof,  for the period
such balance is  outstanding,  in like money,  at said office for the account of
said  Banks for the  further  account  of their  respective  Applicable  Lending
Offices,  at the  times  and at the  rates  per  annum as  provided  in the Loan
Agreement. Any amount of principal hereof which is not paid when due, whether at
stated  maturity,  by acceleration,  or otherwise,  shall bear interest from the
date when due until said principal amount is paid in full, payable on demand, at
the rate set forth in the Loan Agreement.

                  The date and  amount of each Bid Rate Loan to  Borrower  under
the Loan Agreement  referred to below, the name of the Bank making the same, the
interest rate applicable thereto and the maturity date thereof (i.e., the end of
the Interest  Period  applicable  thereto)  shall be recorded by  Administrative
Agent on its records and may be endorsed by Administrative Agent on the schedule
attached hereto and any continuation thereof.

                  This  Note  is the  Bid  Rate  Loan  Note  referred  to in the
Revolving  Credit  Agreement  dated as of January ___,  1998 (as the same may be
amended from time to time, the "Loan Agreement") among Borrower, the Banks named
therein and Administrative  Agent, as administrative agent for the Banks. All of
the  terms,   conditions  and  provisions  of  the  Loan  Agreement  are  hereby
incorporated  by reference.  All  capitalized  terms used herein and not defined
herein shall have the meanings given to them in the Loan Agreement.

     This Note is  secured by  various  Mortgages  which  contain,  among  other
things,  provisions for the prepayment of and acceleration of this Note upon the
happening of certain stated events. Reference to each of the Mortgages is hereby
made for a description of the "Mortgaged  Property"  encumbered  thereby and the
rights of  Borrower  and the Banks  (including  the Bank)  with  respect to such
Mortgaged  Property.  In  addition,  the Loan  Agreement  contains,  among other
things,  provisions for the prepayment of and acceleration of this Note upon the
happening of certain stated events.

                  Borrower  agrees  that it  shall  be  bound  by any  agreement
extending  the time or modifying the terms of payment set forth above and in the
Loan Agreement, made by or on behalf of the Banks and the owner or owners of the
Mortgaged  Property,  whether with or without  notice to Borrower,  and Borrower
shall  continue  liable to pay the amount due hereunder in  accordance  with the
terms set forth herein and in the Loan Agreement, but with interest at a rate no
greater than the rate of interest  provided  therein,  according to the terms of
any such agreement of extension or modification.

     Should the  indebtedness  represented  by this Note or any part  thereof be
collected at law or in equity, or in bankruptcy, receivership or any other court
proceeding  (whether at the trial or  appellate  level),  or should this Note be
placed in the hands of attorneys for collection upon default, Borrower agrees to
pay,  in  addition  to the  principal,  interest  and other sums due and payable
hereon,  all costs of collecting  or attempting to collect this Note,  including
reasonable attorneys' fees and expenses.

                  All parties to this Note, whether principal, surety, guarantor
or endorser,  hereby waive presentment for payment,  demand,  protest, notice of
protest and notice of dishonor.

                  This Note  shall be  governed  by the laws of the State of New
York,  provided  that,  as to the maximum  lawful rate of interest  which may be
charged or collected,  if the laws  applicable to a particular Bank permit it to
charge  or  collect a higher  rate than the laws of the State of New York,  then
such law applicable to such Bank shall apply to such Bank under this Note.


                                   Very truly yours,

                                   FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
                                   a Maryland limited partnership

                                   By:  First Washington Realty
                                        Trust, Inc., a Maryland corporation,
                                        its sole general partner


Attest:                                 By_________________________[SEAL]
                                           Name:
By______________________                   Title:
     Name:
     Title:



<PAGE>




                  This is to certify  that this Note was executed in my presence
on  the  date  hereof  by the  parties  whose  signatures  appear  above  in the
capacities indicated.



                                                                   Notary Public

                                                 My commission expires:




                                                  C-2


<PAGE>




Bid      Bank   Date of    Principal   Interest  Maturity (i.e., Expiration of
Rate            Advance    Amount      Rate      Interest Period
Loan #





                                                  C-3


<PAGE>



                                                EXHIBIT D

                                           SOLVENCY CERTIFICATE

                  The __________  executing this  certificate is the ___________
of First  Washington  Realty Trust,  Inc., a __________  real estate  investment
trust ("General Partner"),  a general partner of First Washington Realty Limited
Partnership,  a ___________  limited partnership  ("Borrower"),  and is familiar
with its properties,  assets and  businesses,  and is duly authorized to execute
this  Certificate  on  behalf  of  Borrower  pursuant  to the  Revolving  Credit
Agreement dated the date hereof (the "Loan Agreement") among Borrower, the banks
party  thereto (each a "Bank" and  collectively,  the "Banks") and Union Bank of
Switzerland  (New  York  Branch),  as agent  for the  Banks  (in such  capacity,
together with its successors in such capacity,  the "Agent").  In executing this
Certificate,  such  individual is acting  solely in [his] [her]  capacity as the
__________  of General  Partner,  and not in [his]  [her]  individual  capacity.
Unless  otherwise  defined herein,  terms defined in the Loan Agreement are used
herein as therein defined.

                  The  undersigned   further   certifies  that  [he]  [she]  has
carefully  reviewed  the Loan  Agreement  and the other Loan  Documents  and the
contents  of this  Certificate  and,  in  connection  herewith,  has  made  such
investigation  and inquiries as [he] [she] deems necessary and prudent therefor.
The undersigned further certifies that the financial information and assumptions
which  underlie  and  form  the  basis  for  the  representations  made  in this
Certificate  were  reasonable when made and were made in good faith and continue
to be reasonable as of the date hereof.

                  The undersigned  understands  that the Banks and the Agent are
relying on the truth and accuracy of this  Certificate  in  connection  with the
transactions contemplated by the Loan Agreement.

                  The  undersigned  certifies that Borrower and General  Partner
are Solvent.

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Certificate on ____________, 1997.








<PAGE>



                                                EXHIBIT E

                                   ASSIGNMENT AND ASSUMPTION AGREEMENT

                  ASSIGNMENT AND ASSUMPTION  AGREEMENT dated as of , 199_, among
[insert  name  of  assigning  Bank]  ("Assignor"),  [insert  name  of  Assignee]
("Assignee"),  First Washington Realty Limited Partnership,  a _________ limited
partnership  ("Borrower")  and Union Bank of Switzerland  (New York Branch),  as
administrative agent for the Banks referred to below (in such capacity, together
with its successors in such capacity, the "Administrative Agent").

                                          Preliminary Statement

     1. This Assignment and Assumption  Agreement (this "Agreement")  relates to
the  Revolving  Credit  Agreement  dated  __________,  1997  (as the same may be
amended from time to time, the "Loan Agreement") among Borrower, the banks party
thereto (each a "Bank" and,  collectively,  the "Banks") and the  Administrative
Agent.  All  capitalized  terms not  otherwise  defined  herein  shall  have the
respective meanings set forth in the Loan Agreement.

     2.  Subject to the terms and  conditions  set forth in the Loan  Agreement,
Assignor has made a Loan Commitment to Borrower in an aggregate principal amount
of _____________ Dollars ($ _______) ("Assignor's Loan Commitment").

     3. The aggregate  outstanding  principal amount of Assignor's  Ratable Loan
made pursuant to Assignor's  Loan  Commitment at commencement of business on the
date hereof is  _____________  Dollars  ($_______).  The  aggregate  outstanding
principal  amount  of Bid  Rate  Loans  made  by  Assignor  to  Borrower  at the
commencement of business on the date hereof is _____________ Dollars ($______).

     4. Assignor desires to assign to Assignee (a) all of the rights of Assignor
under the Loan  Agreement  in respect of a portion of its (i)  Ratable  Loan and
Loan  Commitment  thereunder  in  an  amount  equal  to  __________  Dollars  ($
_________)  and (ii) Bid Rate Loans in an amount equal to  _________  Dollars ($
________)  (collectively,  the  "Assigned  Loan and  Commitment");  and Assignee
desires  to accept  assignment  of such  rights  and  assume  the  corresponding
obligations from Assignor on such terms.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
mutual agreements contained herein, the parties hereto agree as follows:

                  SECTION 1.  Assignment.  Assignor  hereby assigns and sells to
Assignee  all of the rights of Assignor  under the Loan  Agreement in and to the
Assigned Loan and  Commitment,  and Assignee hereby accepts such assignment from
Assignor and assumes all of the obligations of Assignor under the Loan Agreement
with  respect  to the  Assigned  Loan and  Commitment.  Upon the  execution  and
delivery hereof by Assignor, Assignee, Borrower and the Administrative Agent and
the payment of the amount  specified in Section 2 hereof  required to be paid on
the date hereof,  (1) Assignee shall, as of the  commencement of business on the
date  hereof,  succeed to the rights  and  obligations  of a Bank under the Loan
Agreement  with a Loan and a Loan  Commitment  in amounts  equal to the Assigned
Loan and Commitment,  and (2) the Loan and Loan Commitment of Assignor shall, as
of the commencement of business on the date hereof,  be reduced  correspondingly
and  Assignor  released  from its  obligations  under the Loan  Agreement to the
extent such obligations have been assumed by Assignee.  The assignment  provided
for herein shall be without recourse to Assignor.

     SECTION  2.  Payments.   As  consideration  for  the  assignment  and  sale
contemplated  in Section 1 hereof,  Assignee  shall pay to  Assignor on the date
hereof in immediately  available funds an amount equal to  ___________Dollars ($
_________)  [insert  the  amount  of  that  portion  of  Assignor's  Loan  being
assigned].  It is  understood  that any fees  paid to  Assignor  under  the Loan
Agreement are for the account of Assignor.  Each of Assignor and Assignee hereby
agrees that if it receives any amount under the Loan Agreement  which is for the
account of the other party hereto,  it shall receive the same for the account of
such other party to the extent of such other party's  interest therein and shall
promptly pay the same to such other party.

     SECTION  3.  [Consent  of  Borrower  and  UBS  and  Acknowledgment  by  the
Administrative  Agent;]  Execution  and  Delivery of Note.  [This  Agreement  is
conditioned  upon the  consent  of UBS and,  provided  there  exists no Event of
Default,  Borrower  and  upon the  acknowledgment  by the  Administrative  Agent
pursuant to Section 12.05 of the Loan Agreement. The execution of this Agreement
by  Borrower  and the  Administrative  Agent is  evidence  of this  consent  and
acknowledgment, respectively. Only necessary if Assignee is not a majority owned
subsidiary  of a Bank or of the Parent of a Bank]  Pursuant to Section  12.05 of
the Loan  Agreement,  Borrower  has agreed to execute and deliver  Ratable  Loan
Notes payable to the respective  orders of Assignee and Assignor to evidence the
assignment and assumption provided for herein.

     SECTION 4.  Non-Reliance on Assignor.  Assignor makes no  representation or
warranty in connection with, and shall have no  responsibility  with respect to,
the solvency,  financial condition, or statements of Borrower or any other party
to any Loan Document,  or the validity and  enforceability of the obligations of
Borrower or any other party to a Loan Document in respect of the Loan  Agreement
or any other Loan Document. Assignee acknowledges that it has, independently and
without reliance on Assignor,  and based on such documents and information as it
has deemed appropriate,  made its own credit analysis and decision to enter into
this  Agreement  and  will  continue  to  be  responsible  for  making  its  own
independent  appraisal  of the  business,  affairs and  financial  condition  of
Borrower and the other parties to the Loan Documents.

     SECTION 5. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

     SECTION  6.  Counterparts.  This  Agreement  may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 7. Certain Representations and Agreements by Assignee. Reference is
made to Section 10.13 of the Loan Agreement.  Assignee hereby represents that it
is entitled to receive any payments to be made to it under the Loan Agreement or
hereunder  without the withholding of any tax and agrees to furnish the evidence
of such  exemption  as  specified  therein  and  otherwise  to  comply  with the
provisions of said Section 10.13.

<PAGE>



                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be executed and delivered by their duly authorized officers as of the date first
above written.


                                                     [NAME OF ASSIGNOR]


                                                     By:

                                                          Name:
                                                          Title:


                                                     [NAME OF ASSIGNEE]


                                                     By:
                                                          Name:
                                                          Title:

                                                     Applicable Lending Office:

                                                     Address for Notices:

                                                     [Assignee]
                                                     [Address]
                                                     Attention:  ______________
                                                     Telephone:  (___) ________
                                                     Telecopy:   (___) ________


                                                  E-2


<PAGE>





                                  FIRST WASHINGTON REALTY LIMITED PARTNERSHIP,
                                  a Maryland limited partnership

                                  By:   First Washington Realty Trust, Inc.,
                                        a Maryland corporation, general partner


                                        By:                             [SEAL]
                                              Name:
                                              Title:


                                              Address for Notices:



                                                 Attention:  _________________

                                                 Telephone:  (___) ________
                                                 Telecopy:   (___) ________


                                                  E-3


<PAGE>




                                             UNION BANK OF SWITZERLAND
                                             (New York Branch)
                                             (as Bank and Administrative Agent)


                                                   By:
                                                             Name:
                                                             Title:



                                                   By:
                                                             Name:
                                                             Title:



                                             Address for Notices and
                                             Applicable Lending Office:

                                             299 Park Avenue
                                             38th Floor
                                             New York, New York 10171-0026
                                             Attention:     Joseph Bassil and
                                                            Mara Martez
                                                   Telephone:  (212) 821-3872
                                                   Telecopy:   (212) 821-3943



                                                  E-4


<PAGE>



                                    EXHIBIT F

                               MATERIAL AFFILIATES


========================================================================
Name    State of     Borrower's       Principal
        Formation    %age Interest    Business

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

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

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

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




<PAGE>



                                               EXHIBIT G-1

                                          BID RATE QUOTE REQUEST


                                                                        [Date]


To:          Union Bank of Switzerland (New York Branch), as
             Administrative Agent (the "Administrative Agent")

From:        [Borrower]

     Re:  Revolving  Credit  Agreement  (the  "Loan   Agreement")  dated  as  of
__________,   1997  among   [Borrower],   the  Banks  parties  thereto  and  the
Administrative Agent

                  We hereby  give notice  pursuant  to Section  2.02 of the Loan
Agreement  that we request Bid Rate Quotes for the  following  proposed Bid Rate
Loans:

Date of Borrowing:  ______________

Principal Amount*                                    Interest Period**

$


                  Such Bid Rate Quotes should offer a LIBOR Bid Margin.

                  Terms used  herein have the  meanings  assigned to them in the
Loan Agreement.


                                                     [BORROWER]


                                                     By:
                                                          Name:
                                                          Title:



--------
     * Subject to the minimum amount and other requirements set forth in Section
2.02(a) of the Loan Agreement.
     * * Subject to the provisions of the definition of "Interest Period" in the
Loan Agreement.


<PAGE>



                                               EXHIBIT G-2

                                      INVITATION FOR BID RATE QUOTES

         To:      [Bank]
         Re:      Invitation for Bid Rate Quotes to [Borrower] ("Borrower")

                  Pursuant to Section  2.02 of the  Revolving  Credit  Agreement
dated as of __________,  1997 among Borrower,  the Banks parties thereto and the
undersigned,  as  Administrative  Agent, we are pleased on behalf of Borrower to
invite you to submit Bid Rate Quotes to Borrower for the following  proposed Bid
Rate Loans:


Date of Borrowing:  ________________________


Principal Amount                                            Interest Period

$


                  Such Bid Rate Quotes should offer a LIBOR Bid Margin.

                  Please  respond to this  invitation by no later than 2:00 P.M.
(New York time) on [date].


                                             UNION BANK OF SWITZERLAND
                                     (New York Branch), as Administrative Agent


                                                       By:
                                                          Name:
                                                          Title:


                                                       By:
                                                          Name:
                                                          Title:




<PAGE>



                                               EXHIBIT G-3

                                              BID RATE QUOTE


To:    Union Bank of Switzerland (New York Branch), as Administrative Agent

     Re: Bid Rate Quote to [Borrower]  ("Borrower") pursuant to Revolving Credit
Agreement dated ____________,  1997 among Borrower,  the Banks party thereto and
Administrative Agent (the "Loan Agreement")

                  In response  to your  invitation  on behalf of Borrower  dated
________,  19__,  we hereby make the  following  Bid Rate Quote on the following
terms:

1.   Quoting Bank:

2. Person to contact at quoting Bank:
     _____________________________________*

3. Date of borrowing: __________________________

4. We hereby offer to make Bid Rate Loan(s) in the following  principal amounts,
for the following Interest Periods and at the following rates:

     Principal               Interest                  LIBOR Bid
     Amount**                Period***                 Margin****

     $

     $

     [Provided,  that the aggregate principal amount of Bid Rate Loans for which
the above offers may be accepted shall not exceed $__________.]

5. LIBOR Reserve Requirement, if any: ________________.

6. Terms used herein have the meanings assigned to them in the Loan Agreement.

                  We  understand  and agree that the  offer(s)  set forth above,
subject to the  satisfaction of the applicable  conditions set forth in the Loan
Agreement,  irrevocably  obligates us to make the Bid Rate Loan(s) for which any
offer(s) are accepted, in whole or in part.

                                                     Very truly yours,

                                                     [NAME OF BANK]


Date:  ___________________                           By:
                                                         Authorized Officer



--------
     *    As specified in the related Invitation for Bid Rate Quotes.
     * * Principal  amount bid for each Interest Period may not exceed principal
amount  requested.  Specify  aggregate  limitation if the sum of the  individual
offers  exceeds  the amount  the Bank is  willing  to lend.  Amounts of bids are
subject to the requirements of Section 2.02(c) of the Loan Agreement.
*        ** No more than three (3) bids are permitted for each Interest Period.
     * ***  Margin  over or under the LIBOR  Interest  Rate  determined  for the
applicable  Interest Period.  Specify  percentage (to the nearest 1/1,000 of 1~)
and specify whether "PLUS" or "MINUS".


<PAGE>



                                               EXHIBIT G-4

                                       ACCEPTANCE OF BID RATE QUOTE


     To: Union Bank of Switzerland (New York Branch),  as  Administrative  Agent
(the "Administrative Agent")

From:             [Borrower]

     Re: Amended and Restated  Revolving  Loan Agreement (the "Loan  Agreement")
dated as of ______________, 1997 among [Borrower], the Banks parties thereto and
the Administrative Agent

                  We hereby accept the offers to make Bid Rate Loan(s) set forth
in the Bid Rate Quote(s) identified below:


Bank       Date of Bid      Principal       Interest            LIBOR Bid
           Rate Quote       Amount          Period              Margin




                                                     Very truly yours,

                                                     [BORROWER]


                                                     By:
                                                           Name:
                                                           Title:





<PAGE>




                                                EXHIBIT H

                                       Pending Disbursements Clause


                  Pending  disbursement of the full proceeds of the loan secured
by the insured mortgage or deed of trust described  herein,  this Policy insures
only to the extent of the principal  amount  actually  outstanding  from time to
time plus interest accrued thereon, but in no event to exceed the face amount of
the Policy.  Such amount  insured by this Policy  shall (i)  increase  with each
disbursement  up to the face  amount of the Policy as  disbursements,  including
disbursements  which constitute  readvances of the principal amount of said loan
after full or partial  repayments of the principal amount secured by the insured
mortgage or deed of trust,  are made in good faith and without  knowledge of any
defects in, or encumbrances  prior to, the lien of the insured  mortgage or deed
of trust other than  exceptions on Schedule B of this Policy not insured against
hereunder  and  (ii)  decrease  (subject  to  later  increases  upon  subsequent
disbursements)  as  repayment(s)  of the  loan  are  received  by  the  insured.
Notwithstanding  any  provisions  of this  Policy to the  contrary,  this Policy
insures all such disbursements,  including all readvances of loan proceeds after
full or partial  repayment of the amounts  advanced and secured by the insured's
mortgage  or deed of trust,  provided  that in no event  shall the amount of the
Company's initial liability under this Policy with respect to such disbursements
actually outstanding exceed the face amount of this Policy..

                  Title shall be continued down to the date of each disbursement
and the Company shall furnish to the Insured a  continuation  report which shall
note (1) the new effective date and amount of the Policy,  (2) all  assessments,
taxes,  liens,  encumbrances,  leases,  mortgages,  easements  and  other  items
including survey variations, encroachments and setback violations then affecting
the  insured  premises  which  have been  filed of record or  discovered  by the
Company since the original date of the Policy  regardless of whether they affect
the lien of the insured  mortgage or deed of trust,  (3) which of the  aforesaid
items  have  been  filed  or  recorded  since  the  date of the  last  preceding
continuation  report,  and (4)  which  said  items are  intended  to be added as
exceptions  to the  coverage of the Policy as to (a) all amounts  secured by the
insured  mortgage or deed of trust and (b) only  amounts  secured by the insured
mortgage  or deed of trust  advanced on or after the new  effective  date of the
Policy.

                  In addition,  each continuation search will notify the Insured
of any liens which have been  discharged by bonding,  court deposit or any other
means other than full payment.





<PAGE>



                                                EXHIBIT I


                                      Notice-of-Assignment of Lease
                                       (On Letterhead of Borrower)


                                                     _______________, 199_


[Name and Address of Tenant]

Re:      Lease Dated:
     Lender:  Union Bank of  Switzerland  (New York Branch),  as  administrative
agent for itself and other lenders Address of Lender: 299 Park Avenue, New York,
NY 10171-0026
         Mortgage Dated:

Dear Sir/Madam:

                  The  undersigned  has  assigned by a mortgage or deed of trust
(the  "Mortgage")   dated  as  shown  above  to  the  Lender   identified  above
(hereinafter  "Lender")  all its estate,  right,  title and  interest in, to and
under the Lease  between you and the  undersigned  dated as set forth above,  as
said Lease may have been heretofore modified or amended (the "Lease"),  together
with all right,  title and  interest of the  undersigned  as lessor  thereunder,
including,  without  limitation,  the right upon the  occurrence  of an Event of
Default (as  defined in the  Mortgage)  to collect  and  receive  all  earnings,
revenues,  rents,  issues,  profits  and income of the  property  subject to the
Mortgage.

                  Said  assignment  does  not  impair  or  diminish  any  of our
obligations  to you  under  the  provisions  of the  Lease,  nor  are  any  such
obligations imposed upon Lender, its successors or assigns.

                  Pursuant to said  assignment  you are hereby  notified that in
the event of a demand on you by Lender or its  successors  and  assigns  for the
payment  to it of the  rents  due  under  the  Lease,  you may,  and are  hereby
authorized and directed to, pay said rent to Lender and we hereby agree that the
receipt by you of such a demand shall be conclusive  evidence of Lender's  right
to the  receipt  thereof  and that the  payment  of the  rents by you to  Lender
pursuant to such demand shall constitute  performance in full of your obligation
under the Lease for the payment of rent to the undersigned.


-----------------------
NOTE:    To be sent in accordance with notice requirements of the Lease.


<PAGE>





                  Kindly indicate your receipt of this letter and your agreement
to the effect set forth below by signing the  enclosed  copy thereof and mailing
it to Lender at its address identified above to the attention of its Real Estate
Finance Office.

                                                     [BORROWER]


                                                     By:
                                                         Name:
                                                         Title:


                  The undersigned  acknowledges  receipt of the original of this
letter and agrees for the benefit of Lender that it shall  notify  Lender of any
default on the part of the  landlord  under the Lease  which  would  entitle the
undersigned  to cancel the Lease or to abate the rent  payable  thereunder,  and
further agrees that,  notwithstanding  any provision of the Lease,  no notice of
cancellation  thereof  shall be effective  unless Lender has received the notice
aforesaid  and has failed  within 30 days of the date thereof to cure, or if the
default  cannot be cured within 30 days has failed to commence and to diligently
prosecute  the  cure,  of  landlord's  default  which  gave rise to the right to
cancel.

                                                     [NAME OF TENANT]


                                                By
                                                  ------------------------,
                                                  its authorized officer






                                                  I-2


<PAGE>



                                                EXHIBIT J

                                          Designation Agreement


                  Reference is made to that certain  Revolving  Credit Agreement
dated as of ______________, 1997 (as amended, supplemented or otherwise modified
from time to time, the "Loan  Agreement")  among First Washington Realty Limited
Partnership, a ____________ limited partnership,  the banks parties thereto, and
Union Bank of Switzerland (New York Branch),  as  administrative  agent for said
banks. Terms defined in the Loan Agreement not otherwise defined herein are used
herein with the same meaning.

     [BANK] ("Designor") and ____________,  a ____________("Designee")  agree as
follows:

     1. Designor hereby  designates  Designee,  and Designee hereby accepts such
designation,  to have a right to make Bid Rate Loans pursuant to Section 2.02 of
the Loan Agreement. Any assignment by Designor to Designee of its rights to make
a Bid Rate Loan  pursuant to such Section  shall be effective at the time of the
funding of such Bid Rate Loan and not before such time.

                  2. Except as set forth in Section 6 below,  Designor  makes no
representation  or  warranty  and  assumes no  responsibility  pursuant  to this
Designation  Agreement  with  respect  to  (a)  any  statements,  warranties  or
representations  made  in or  in  connection  with  any  Loan  Document  or  the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other  instrument  and document  furnished  pursuant
thereto  and (b) the  financial  condition  of Borrower  or the  performance  or
observance by Borrower of any of its obligations  under any Loan Document or any
other instrument or document furnished pursuant thereto.

                  3.  Designee (a) confirms  that it has received a copy of each
Loan  Document,  together  with copies of such  financial  statements  and other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Designation Agreement;  (b) agrees that
it will independently and without reliance upon Administrative  Agent,  Designor
or any other sank, and based on such documents and  information as it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not  taking  action  under  any  Loan  Document;  (c)  represents  that  it is a
Designated Lender; (d) appoints and authorizes Administrative Agent to take such
action as agent on its behalf and to exercise such powers and  discretion  under
any Loan Document as are delegated to Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably  incidental  thereto;
and (e) agrees that it will  perform in  accordance  with their terms all of the
obligations which by the terms of any Loan Document are required to be performed
by it as a Bank.

     4.   Designee   hereby   appoints   Designor   as   Designee's   agent  and
attorney-in-fact,  and grants to Designor an irrevocable  power of attorney,  to
receive  payments made for the benefit of Designee under the Loan Agreement,  to
deliver and receive all  communications and notices under the Loan Agreement and
other Loan Documents and to exercise on Designee's behalf all rights to vote and
to grant and make  approvals,  waivers,  consents or  amendments to or under the
Loan  Agreement or other Loan  Documents.  Any document  executed by Designor on
Designee's  behalf in connection with the Loan Agreement or other Loan Documents
shall be binding on  Designee.  Borrower,  Administrative  Agent and each of the
Banks may rely on and are beneficiaries of this Designation Agreement.

     5.  Following the execution of this  Designation  Agreement by Designor and
Designee,  it will be  delivered  to  Administrative  Agent  for  acceptance  by
Administrative  Agent.  The effective date for this  Designation  Agreement (the
"Effective  Date")  shall be the date of  acceptance  hereof  by  Administrative
Agent.

                  6.  Designor   unconditionally  agrees  to  pay  or  reimburse
Designee  and save  Designee  harmless  against  all  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind or nature  whatsoever which may be imposed or asserted
by any of the parties to the Loan Documents against Designee, in its capacity as
such, in any way relating to or arising out of this  Agreement or any other Loan
Documents  or  any  action  taken  or  omitted  by  the  Designee  hereunder  or
thereunder,  provided that Designor  shall not be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or  disbursements  if the same  results from  Designee's  gross
negligence or willful misconduct.

     7.  As of the  Effective  Date,  Designee  shall  be a  party  to the  Loan
Agreement with a right to make Bid Rate Loans as a Bank pursuant to Section 2.02
of the Loan Agreement and the rights and obligations of a Bank related  thereto;
provided,  however,  that  Designee  shall not be required to make payments with
respect to such  obligations  except to the  extent of excess  cash flow of such
Designee which is not otherwise required to repay obligations of such Designated
Lender  which are then  --------  ------- due and payable.  Notwithstanding  the
foregoing,  Designor, as administrative agent for Designee,  shall be and remain
obligated to Borrower,  Administrative Agent and the Banks for each and every of
the obligations of Designee and its Designor with respect to the Loan Agreement,
including,  without limitation,  any  indemnification  obligations under Section
10.05 of the Loan Agreement.

                  8.  This  Designation  Agreement  shall be  governed  by,  and
construed in accordance with, the laws of the State of New York.

     9. This Designation Agreement may be executed in any number of counterparts
and by different parties hereto in separate counterparts,  each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


<PAGE>





                  IN WITNESS  WHEREOF,  Designor and Designee  have executed and
delivered this Designation Agreement as of the date first set forth above.


                                                     [DESIGNOR]


                                        By:
                                            Name:
                                            Title:

                                            [DESIGNEE]
                                            Applicable Lending Office
                                            and Address for Notices:





                                            Attention:
                                            Telephone: (___) ________
                                            Telecopy:  (___) ________

                                        ACCEPTED AS OF THE__DAY OF ____, 199_.

                                        UNION BANK OF SWITZERLAND,
                                       (New York Branch), as Administrative
                                                        Agent


                                                     By:
                                                        Name:
                                                        Title:


                                                     By:
                                                        Name:
                                                        Title:



                                                  J-2


<PAGE>



                                                EXHIBIT K

                                              Release Prices

                               First Washington Realty Limited Partnership
                                          Secured Line of Credit



                                                Release Price




Four Mile Fork                                      7,625,000
Kenhorst                                           19,687,500
Graylyn                                             9,187,500
Takoma Park                                         9,625,000





<PAGE>



                                            TABLE OF CONTENTS

                                                                           Page


ARTICLE I. DEFINITIONS, ETC..................................................1

   Section 1.01          Definitions 1
   Section 1.02          Accounting Terms 17
   Section 1.03          Computation of Time Periods 17
   Section 1.04          Rules of Construction 17


ARTICLE II. THE LOANS.......................................................17

   Section 2.01          Ratable Loans; Bid Rate Loans; Purpose 17
   Section 2.02          Bid Rate Loans 18
   Section 2.03          Advances Generally 22
   Section 2.04          Procedures for Advances 23
   Section 2.05          Interest Periods: Renewals 23
   Section 2.06          Interest 24
   Section 2.07          Fees 24
   Section 2.08          Notes 24
   Section 2.09          Prepayments 25
   Section 2.10          Method of Payment 25
   Section 2.11          Elections, Conversions or Continuation of Loans 26
   Section 2.12          Minimum Amounts 26
   Section 2.13          Certain Notices Regarding Elections, Conversions and
                         Continuations of Loans 26
   Section 2.14          Late Payment Premium 27
   Section 2.15          Terminations of Commitments 27
   Section 2.16          Letters of Credit 28
   Section 2.17          Releases 29


ARTICLE III. YIELD PROTECTION; ILLEGALITY; ETC...............................29

   Section 3.01          Additional Costs 29
   Section 3.02          Limitation on Types of Loans 30
   Section 3.03          Illegality 31
   Section 3.04          Treatment of Affected Loans 31
   Section 3.05          Certain Compensation 32
   Section 3.06          Capital Adequacy 32
   Section 3.07          Substitution of Banks 33
   Section 3.08          "Bank" to Include Participants 34


ARTICLE IV. CONDITIONS PRECEDENT.............................................34

   Section 4.01          Conditions Precedent to the Loans 34
   Section 4.02          Conditions Precedent to Advances After the Initial
                         Advance 39
   Section 4.03          Deemed Representations 40


ARTICLE V. REPRESENTATIONS AND WARRANTIES....................................40

   Section 5.01          Existence 40
   Section 5.02          Corporate/Partnership Powers 40
   Section 5.03          Power of Officers 40
   Section 5.04          Power and Authority; No Conflicts; Compliance With
                         Laws 40
   Section 5.05          Legally Enforceable Agreements 41
   Section 5.06          Litigation 41
   Section 5.07          Good Title to Properties 41
   Section 5.08          Taxes 41
   Section 5.09          ERISA 42
   Section 5.10          No Default on Outstanding Judgments or Orders 42
   Section 5.11          No Defaults on Other Agreements 42
   Section 5.12          Government Regulation 42
   Section 5.13          Environmental Protection 42
   Section 5.14          Solvency 43
   Section 5.15          Financial Statements 43
   Section 5.16          Valid Existence of Affiliates 43
   Section 5.17          Insurance 43
   Section 5.18          Separate Tax and Zoning Lot 44
   Section 5.19          Zoning and other Laws; Covenants and Restrictions 44
   Section 5.20          Utilities Available 44
   Section 5.21          Creation of Liens 44
   Section 5.22          Roads 44
   Section 5.23          REA and Leases 44
   Section 5.24          Accuracy of Information; Full Disclosure 44


ARTICLE VI. AFFIRMATIVE COVENANTS............................................45

   Section 6.01          Maintenance of Existence 45
   Section 6.02          Maintenance of Records 45
   Section 6.03          Maintenance of Insurance 45
   Section 6.04          Compliance with Laws; Payment of Taxes 45
   Section 6.05          Right of Inspection 45
   Section 6.06          Compliance With Environmental Laws 45
   Section 6.07          Payment of Costs 45
   Section 6.08          Maintenance of Properties 46
   Section 6.09          Reporting and Miscellaneous Document Requirements 46
   Section 6.10          Indemnification re: Brokers 49
   Section 6.11          REA; Leases 49
   Section 6.12          Compliance with Covenants,
                         Restrictions and Easements 49
   Section 6.13          Maintenance, Management, Service and Leasing
                         Contracts 49
   Section 6.14          Mandatory Principal Payments 49
   Section 6.15          Prepayment Event 50


ARTICLE VII. NEGATIVE COVENANTS..............................................50

   Section 7.01          Mergers Etc 50
   Section 7.02          Investments 50
   Section 7.03          Sale of Assets 50
   Section 7.04          Management and Leasing of Properties 51


ARTICLE VIII. FINANCIAL COVENANTS............................................51

   Section 8.01          Equity Value 51
   Section 8.02          Leverage Ratio 51
   Section 8.03          Relationship of Combined EBITDA to Interest Expense 51


ARTICLE IX. EVENTS OF DEFAULT................................................51

   Section 9.01          Events of Default 51
   Section 9.02          Remedies 54


ARTICLE X. ADMINISTRATIVE AGENT; RELATIONS AMONG BANKS.......................54

   Section 10.01         Appointment, Powers and Immunities of Administrative
                         Agent 54
   Section 10.02         Reliance by Administrative Agent 55
   Section 10.03         Defaults 55
   Section 10.04         Rights of Administrative Agent as a Bank 55
   Section 10.05         Sharing of Costs by Banks; Indemnification of
                         Administrative Agent 55
   Section 10.06         Non-Reliance on Administrative Agent and Other Banks 56
   Section 10.07         Failure of Administrative Agent to Act 57
   Section 10.08         Resignation or Removal of Administrative Agent 57
   Section 10.09         Amendments Concerning Agency Function 57
   Section 10.10         Liability of Administrative Agent 57
   Section 10.11         Transfer of Agency Function 57
   Section 10.12         Non-Receipt of Funds by Administrative Agent 58
   Section 10.13         Withholding Taxes 58
   Section 10.14         Minimum Commitment by UBS 58
   Section 10.15         Pro Rata Treatment 59
   Section 10.16         Sharing of Payments Among Banks 59
   Section 10.17         Possession of Documents 59


ARTICLE XI. NATURE OF OBLIGATIONS............................................59

   Section 11.01         Absolute and Unconditional Obligations 59
   Section 11.02         Recourse 60


ARTICLE XII. MISCELLANEOUS...................................................60

   Section 12.01         Binding Effect of Request for Advance 60
   Section 12.02         Amendments and Waivers 60
   Section 12.03         Usury 61
   Section 12.04         Expenses; Indemnification 61
   Section 12.05         Assignment; Participation 62
   Section 12.06         Documentation Satisfactory 63
   Section 12.07         Notices 63
   Section 12.08         Setoff 64
   Section 12.09         Table of Contents: Headings 64
   Section 12.10         Severability 64
   Section 12.11         Counterparts 64
   Section 12.12         Integration 64
   Section 12.13         Governing Law 64
   Section 12.14         Waivers 64
   Section 12.15         Jurisdiction; Immunities 65
   Section 12.16         Designated Lender 66
   Section 12.17         No Bankruptcy Proceedings 67







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EXHIBIT A           -   Authorization Letter

EXHIBIT B           -   Ratable Loan Note

EXHIBIT C           -   Bid Rate Loan Note

EXHIBIT D           -   Solvency Certificate

EXHIBIT E           -   Assignment and Assumption Agreement

EXHIBIT F           -   List of Material Affiliates

EXHIBIT G-1         -   Bid Rate Quote Request

EXHIBIT G-2         -   Invitation for Bid Rate Quotes

EXHIBIT G-3         -   Bid Rate Quote

EXHIBIT G-4         -   Borrower's Acceptance of Bid Rate Quote

EXHIBIT H           -   Pending Disbursements Clause

EXHIBIT I           -   Notice of Assignment of Lease

EXHIBIT J           -   Designation Agreement

EXHIBIT K           -   Release Prices


                                                   ii


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