MODIFICATION AGREEMENT
                             ----------------------

     THIS MODIFICATION AGREEMENT ("Modification") is effective as of December 6,
2002  (the  "Modification  Date"),  by and  between  GROVE  CITY  FACTORY  SHOPS
PARTNERSHIP, a Pennsylvania general partnership,  having an address at c/o Prime
Retail,  L.P.,  100 East Pratt Street,  19th Floor,  Baltimore,  Maryland  21202
(referred to herein as "Property Owner" or sometimes "Maker"),  and LASALLE BANK
NATIONAL  ASSOCIATION,  FORMERLY KNOWN AS LASALLE  NATIONAL BANK, AS TRUSTEE FOR
THE   HOLDERS  OF  ASSET   SECURITIZATION   CORPORATION,   COMMERCIAL   MORTGAGE
PASS-THROUGH  CERTIFICATES,  SERIES 1996-MD VI, c/o CapMark Services,  L.P., 245
Peachtree Center Avenue,  Suite 1800,  Atlanta,  Georgia  (referred to herein as
"Lender" or sometimes as "Payee".)

                                   WITNESSETH:
                                   -----------

     WHEREAS,  Cross-collateralized  Borrowers  (as  defined  in  the  Mortgage)
executed  and  delivered  to  Nomura  Asset  Capital  Corporation,   a  Delaware
corporation (the "Original Lender") that certain Promissory Note in the original
principal amount of THREE HUNDRED  NINETY-ONE  MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($391,500,000.00) dated October 31, 1996 (the "Note"), which Note
and the  indebtedness  evidenced  thereby or  otherwise  payable  under the loan
documents executed in connection therewith (the "Indebtedness"),  is secured by,
inter alia, (i) that certain Mortgage,  Security Agreement,  Assignment of Rents
and Fixture Filing dated as of October 31, 1996,  executed by Property Owner, as
mortgagor to Original Lender, as mortgagee,  and recorded on November 7, 1996 as
Instrument No. 96MR16498 in Book 0224, Page 0831 in the Recorder of Deeds Office
of Mercer County,  Pennsylvania  (the "Recorder's  Office") (the "Mortgage") and
(ii)  those  certain  documents  set  forth on the  attached  Exhibit A which is
incorporated  herein by  reference  (the  Mortgage  and  documents  set forth on
Exhibit  A  and  all  other  documents   evidencing,   securing,   guaranteeing,
indemnifying or governing the Indebtedness are hereinafter collectively referred
to as the  "Loan  Documents"  and the  loan  evidenced  thereby  is  hereinafter
referred to as the "Loan".)

     WHEREAS,  the Note is  currently  secured  by  mortgages  on  fifteen  (15)
properties    (the    "Cross-collateralized    Properties")    owned    by   the
Cross-collateralized   Borrowers  and  the  Loan  is  cross-collateralized   and
cross-defaulted  with such  mortgages.  This  Modification is being entered into
simultaneously  with the  defeasance  of a  portion  of the Loan and as a result
thereof, thirteen (13) of the Cross-collateralized Properties shall remain as
security for the Loan.

     WHEREAS,  Lender and Maker are  simultaneously  entering  into that certain
Amended and Restated Note dated of even date herewith (the "Amended and Restated
Note").

     WHEREAS, Original Lender assigned, sold and transferred its interest in the
Loan and all Loan Documents to Lender  pursuant to that certain  Allonge to Note
and an  Assignment  of Mortgage,  Security  Agreement,  Assignment  of Rents and
Fixture Filing,  dated as of December 16, 1996, and recorded on November 7, 1996
as  Instrument  No.  00MR11368 in Book 0230,  Page 1146 in the Recorder of Deeds
Office of Mercer  County,  Pennsylvania,  and  Lender is the  current  owner and
holder of the Loan and Loan Documents.

<PAGE>
                                   Page - (2)


     WHEREAS,  the  above-referenced  Loan is a part of a mortgage pool known as
Asset Securitization  Corporation Commercial Mortgage Pass-Through Certificates,
Series  1996-MD VI, for which,  pursuant to a Pooling  and  Servicing  Agreement
dated December 17, 1996,  LaSalle Bank National  Association,  formerly known as
LaSalle National Bank, is Trustee.

     WHEREAS,  Property Owner continues to be the owner of the real property and
improvements thereon (the "Property") as described on the attached Exhibit B and
more specifically described in and encumbered by the Mortgage and the other Loan
Documents.

     WHEREAS,  Borrower has requested that Lender agree to certain modifications
and  amendments  to the  Mortgage  and Lender has agreed to modify and amend the
terms and conditions of the Loan Documents as set forth herein.

                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  for and in consideration of the matters  described in the
foregoing  recitals and for other good and valuable  consideration,  the receipt
and  sufficiency  of which  are  hereby  acknowledged,  the  undersigned  hereby
represent, warrant, covenant and agree as follows:

     1. Recitals. The recitals set forth above are incorporated herein.

     2. Representations, Warranties and Covenants of Borrower.

     (a) Maker hereby represents, warrants and covenants to Lender that: (i) the
Mortgage, as amended by this Modification, constitutes a valid first lien on the
Property,  free and clear of all encumbrances and liens having priority over the
lien of the Mortgage, as amended by this Modification,  except for the items set
forth in the title  insurance  policy  insuring  the lien of this  Mortgage,  as
amended by this Modification, as amended by the endorsement to such title policy
issued substantially of even date herewith; (ii) there are no defenses, set-offs
or rights of defense,  set-off or  counterclaim,  whether  legal,  equitable  or
otherwise,  to the obligations  evidenced by or set forth in the Loan Documents,
as  modified  hereby;  (iii)  except as set forth in Exhibit C to be approved by
Lender in its reasonable  discretion,  all provisions of the Loan Documents,  as
modified  hereby,  are in full  force and effect  and are  hereby  ratified  and
confirmed as true and complete in all material respects as of today's date; (iv)
after giving effect to the  modifications  set forth herein, no Event of Default
(as defined in the Mortgage) has occurred or is continuing under any of the Loan
Documents;   (v)  the  modifications  set  forth  herein  and  all  transactions
contemplated  by this  Modification  shall be completed in  accordance  with all
applicable law; (vi) this Modification and all other Loan Documents are each the
legal,  valid and binding  obligation  of Maker,  enforceable  against  Maker in
accordance with its terms,  except as such  enforcement may be stayed or limited
by bankruptcy  laws,  creditors  rights laws and equitable  principles  and such
ratification and enforceability  shall not be affected in any manner by Lender's
consent to this Modification;  and (vii) there is no pending,  or to the best of
Maker's knowledge,  threatened  condemnation  proceedings,  lawsuits,  claims or
criminal  proceedings against Property Owner or applicable to the Property which
could have a material adverse effect on the Property or Property Owner's ability
to perform its respective obligations under the Loan Documents.

<PAGE>
                                   Page - (3)


     (b) Maker hereby ratifies, affirms and acknowledges the following covenants
and  agreements:  (i) to pay  when and as due all  sums  due  under  the Note as
modified by the Amended and Restated Note and the other Loan Documents; and (ii)
to perform and discharge all  obligations  imposed under the Note as modified by
the Amended and Restated Note, the Mortgage as amended by this Modification, and
all other  Loan  Documents,  at the time,  in the manner  and  otherwise  in all
respects as therein provided.

     (c)  Without  limiting  the  generality  of  the  foregoing,  Maker  hereby
represents,  warrants and  covenants to Lender that in addition to the Mortgage,
this  Modification,  the Amended and Restated Note, the documents  referenced on
the  attached  Exhibit A are a  complete  and  accurate  list of all of the Loan
Documents  with respect to the  Property,  and each are in full force and effect
and there is no  Default or Event of Default  existing  thereunder  by any party
thereto and no event which, with the passage of time or the giving of notice, or
both and the expiration of any grace or cure period,  would constitute a Default
or Event of  Default  and such  ratification  and  enforceability  shall  not be
affected in any manner by Lender's consent to this Modification.

     (d)  Without  limiting  the  generality  of  the  foregoing,  Maker  hereby
represents, warrants and covenants to Lender that the consent or approval of the
other  partners  of  Property  Owner or any other  third party is either (i) not
required for the execution or delivery by Property Owner of this Modification or
any other document or instrument  required to consummate this  Modification,  or
(ii) has been obtained.

     (e)  Without  limiting  the  generality  of  the  foregoing,  Maker  hereby
represents,  warrants  and  covenants  to  Lender  that  the  execution  of this
Modification by Property Owner will not result in the breach or violation of the
terms of its organizational  documents nor any agreement to which Property Owner
is a party.

     (f) Maker hereby  covenants  and agrees to pay Lender an  amendment  fee in
connection with this  Modification  ("Amendment Fee") in the aggregate amount of
SEVEN  HUNDRED  FIFTY  THOUSAND  AND  NO/100  DOLLARS  ($750,000.00)  payable as
follows:  (i) FIVE HUNDRED  THOUSAND AND NO/100  DOLLARS  ($500,000.00)  due and
payable on or before  January 11, 2003;  and (ii) TWO HUNDRED FIFTY THOUSAND AND
NO/100  DOLLARS  ($250,000.00)  due and payable on or before  February 11, 2003;
provided,  however, in no event shall Maker pay any portion of the Amendment Fee
prior to January 1, 2003. Maker's failure to pay such Amendment Fee on the dates
herein  provided  shall  constitute  a  Default  under the  Mortgage,  as hereby
amended.

     (g) No  representation  or  warranty  of  Maker  made in this  Modification
contains any untrue statement of material fact or omits to state a material fact
necessary in order to make such representations and warranties not misleading in
light of the circumstances under which they are made.

<PAGE>
                                   Page - (4)


     (h)  Maker   understands   and  intends  that  Lender  shall  rely  on  the
representations,   warranties,   affirmations,   qualifications   and  covenants
contained  herein.   None  of  the   representations,   warranties,   covenants,
affirmations,  qualifications  or  agreements  contained  herein shall limit any
representations,  warranties,  covenants,  or  obligations of Maker in any other
Loan Document.

     3.  Ratification.  Nothing herein  contained shall in any manner impair the
enforceability  or validity  of the Note as amended and  modified by the Amended
and  Restated  Note,  the  Mortgage as modified by this  Modification,  the Loan
Documents or any other security for the Indebtedness  held by Lender,  or alter,
waive,  annul or affect any  provision,  condition,  or covenant  therein or any
rights,  powers or remedies thereunder,  except as specifically provided in this
Modification.  It is the  intent  of the  parties  hereto  that  the  terms  and
provisions of the Mortgage, as herein amended,  shall continue in full force and
effect  except  as  specifically  modified  hereby,  and  that  such  terms  and
provisions,  as so modified,  are hereby ratified and confirmed.  Nothing herein
contained is intended as, or shall be construed  as, a novation or alteration of
the liens,  security  agreements,  guarantees and  assignments  evidenced by the
Mortgage,  as modified by this  Modification or any other Loan Document,  all of
which liens, security agreements, guarantees and assignments continue to reflect
and retain,  without  diminution or alteration,  their original  enforceability,
priority and rank.  After the date hereof,  references in the Note, the Mortgage
or the other  Loan  Documents  to the  "Mortgage"  shall mean the  Mortgage,  as
modified by this Modification and by the Amended and Restated Note.

     4.  Modification  of the  Mortgage.  The  Mortgage  is hereby  amended  and
modified, and Borrower and Lender hereby agree as follows:

     (i) The following  provisions  are hereby added after the end of the second
sentence in Section 5.01 of the Mortgage:

     On the Modification Date, the Cross-collateralized Borrowers have deposited
ONE MILLION TWO HUNDRED FIFTY THOUSAND AND NO/l00 DOLLARS  ($1,250,000.00)  into
the Cash Collateral Account. The Cross-collateralized  Borrowers acknowledge and
agree that on February  11, 2003 they shall  deposit an  additional  TWO HUNDRED
FIFTY THOUSAND AND NO/l00 DOLLARS ($250,000.00) into the Cash Collateral Account
and an additional FIVE HUNDRED THOUSAND AND NO/l00 DOLLARS ($500,000.00), or the
appropriate  lesser amount, as determined by Lender, on the eleventh day of each
month  thereafter for seven (7)  consecutive  months (with the last such payment
being on September  11, 2003),  until such time as the  aggregate  amount in the
Debt Service  Payment  Sub-Account  shall equal FIVE MILLION AND NO/l00  DOLLARS
($5,000,000.00)  pursuant to the terms and  conditions of this  sentence,  which
sums,  promptly  upon  receipt,  shall be disbursed to the Debt Service  Payment
Sub-Account pursuant to the terms of this Section 5.01.

     (ii) Section 15.02(a) of the Mortgage is hereby amended and restated in its
entirety as follows:

<PAGE>
                                   Page - (5)


If such  prepayment or defeasance is a prepayment or defeasance in part, but not
in whole, Mortgagee shall have received on the date proposed for such prepayment
an amount  (the  "Release  Price")  equal to the  greater of (a) the  respective
release  price as set  forth on the  attached  Exhibit  I which is  incorporated
herein  by  reference  or (b) 90% or l00%,  as  indicated  for  each  respective
property  on Exhibit I, of the Net  Proceeds  (as  hereinafter  defined)  or Net
Refinancing Proceeds (as hereinafter defined), as applicable,  of the respective
property. "Net Proceeds" shall mean the gross cash proceeds from the sale of all
or a portion of the Trust Property or equity  interests  therein,  to the extent
such sale  constitutes a "Transfer"  under the Mortgage  securing the Loan minus
the actual expenses of the sale (including, without limitation,  brokerage fees,
actual costs,  fees and expenses  related to any  defeasance  of the  applicable
portion of the Loan,  transfer taxes,  mortgage taxes, title insurance premiums,
recording fees and legal fees) which are paid to unaffiliated  third parties and
are incurred by Mortgagor in connection therewith,  which expenses of sale shall
in no event exceed 6% of the gross cash  proceeds  from the sale,  or such other
amount as approved by Mortgagee in its reasonable  discretion.  "Net Refinancing
Proceeds"  shall mean the gross cash proceeds from the  refinancing  of all or a
portion of the entire Loan,  minus  reasonable  and  customary  expenses of such
refinancing  which are paid either by Mortgagor or from the loan proceeds of the
refinancing  and which are paid in cash to  unaffiliated  third  parties and all
third party out-of-pocket  costs incurred by Mortgagor in connection  therewith,
which expenses of such refinancing shall in no event exceed 5% of the gross cash
proceeds  from such  refinancing  of all or a portion of the entire Loan, as the
case may be, or such other  amount as approved by  Mortgagee  in its  reasonable
discretion.

     (iii) The following Exhibit I is hereby added to the Mortgage:

                                    EXHIBIT I
                                    ---------

                                  Release Price

        Release Price equals greater of amount shown below or 90% or 100%
                respectively of net proceeds of sale or refinance

<TABLE>
<CAPTION>
          Cross-collateralized Properties                            Release Price                 Percentage

<S>       <C>                                                          <C>                            <C>
1.        Prime Outlets at Florida City                                $ 1,757,500                     90%
          Dade County, Florida

2.        Prime Outlets at Gainesville                                 $ 6,700,000                    100%
          Cooke County, Texas

3.        Prime Outlets at Darien                                      $ 6,500,000                    100%
          McIntosh County, Georgia

4.        Prime Outlets at Huntley                                     $ 8,926,250                     90%
          Kane County, Illinois

5.        Prime Outlets at Gulfport                                    $21,812,500                     90%
          Harrison County, Mississippi
</TABLE>
<PAGE>
                                   Page - (6)


<TABLE>
<CAPTION>
<S>       <C>                                                          <C>                            <C>
6.        Prime Outlets at Naples                                      $ 8,500,000                    100%
          Collier County, Florida

7.        Prime Outlets at Ellenton                                    $65,195,000                     90%
          Manatee County, Florida

8.        Prime Outlets at Jeffersonville I                            $51,616,000                     90%
          Fayette County, Ohio

9.        Prime Outlets at San Marcos I                                $58,350,000                     90%
          Hays County, Texas

10.       Prime Outlets at Morrisville                                 $10,000,000                    100%
          Wake County, North Carolina

11.       Prime Outlets at Grove City                                  $75,441,000                     90%
          Mercer County, Pennsylvania

12.       Prime Outlets at Odessa                                      $ 6,000,000                    100%
          Lafayette County, Missouri

13.       Prime Outlets at Lebanon                                     $23,755,000                     90%
          Lebanon, Tennessee
</TABLE>

     5. Miscellaneous. The parties hereby further agree as follows:

     (a) Further  Assurances and Conditions.  Maker agrees to sign,  execute and
deliver  and to do or make,  upon the  written  request of  Lender,  any and all
agreements,  instruments,  papers,  deeds,  acts or things, as may be reasonably
required by Lender to effectuate the purpose of this  Modification.  Maker shall
have paid Lender's  reasonable  legal fees and costs,  including the cost of any
title  report   update,   in  connection   with  reviewing  and  approving  this
Modification.

     (b)  Completeness  and  Modification.  This  Modification,  the Amended and
Restated  Note and the  other  modification  agreements  entered  simultaneously
between the  Cross-collateralized  Borrowers  and Lender  shall  constitute  the
entire  agreement  between the parties  hereto and thereto  with  respect to the
transactions  contemplated  hereby and  thereby  and shall  supersede  all prior
discussions,  understandings,  agreements and  negotiations  between the parties
hereto.  This  Modification  may be  modified  only by written  instrument  duly
executed by all of the parties hereto.

     (c) Successors and Assigns. This Modification shall be binding on and inure
to  the  benefit  of  the  parties  hereto  and  their  respective   successors,
participants and assigns.

<PAGE>
                                   Page - (7)


     (d) Governing Law. This  Modification and all documents  referred to herein
shall be  governed by and  construed  and  interpreted  in  accordance  with the
Applicable Law provision set forth in Article XVIII of the Mortgage.

     (e) No Partnership.  This  Modification does not and shall not be construed
to create a  partnership,  joint venture or any other  relationship  between the
parties  hereto  except the  relationship  as debtor and  creditor  specifically
established by the Loan Documents.

     (f) Headings.  Paragraph or other headings  contained in this  Modification
are for  reference  purposes  only and are not intended to affect in any way the
meaning or interpretation of this Modification.

     (g)  Counterparts.  This  Modification  may be  executed  in any  number of
counterparts and each such duplicate original shall be deemed to be an original.

     (h)  Time  of  Essence.  Time  is of  the  essence  with  respect  to  this
Modification and of each and every term, covenant and condition herein.

     (i)  Definitions.  All capitalized  terms not defined herein shall have the
same meaning as set forth in the  Mortgage or the  documents  referenced  on the
attached Exhibit A, as the case may be.

     (j)  Lender's  Acknowledgment.  This  Modification  is being  entered  into
simultaneously  with the  defeasance  of a  portion  of the Loan.  Prime  Retail
Defeasance I, L.L.C.,  a Delaware  limited  liability  company (the  "Defeasance
Borrower"),  has assumed a Defeasance  Promissory  Note  evidencing  the partial
defeasance  of the Loan.  The  Property  Owner is  executing,  at the request of
Lender, the Maintenance Agreement and Guaranty of Non-Recourse Carve-out Matters
(the "Maintenance  Agreement and Guaranty") pursuant to which the Property Owner
(i)  agrees  to cause  the  Defeasance  Borrower  to,  or shall on behalf of the
Defeasance Borrower,  among other things,  comply with certain legal formalities
and maintain its  existence in good  standing and (ii)  guarantees  to the Payee
performance by the Defeasance Borrower of certain liabilities and obligations of
the  Defeasance  Borrower.  Lender  consents  to  Borrower's  execution  of  the
Maintenance  Agreement  and  Guaranty and agrees that such  execution  shall not
constitute a breach of the  representations,  warranties  and covenants  made by
Borrower in connection with the Loan, and specifically,  but not limited to, the
representations,  warranties  and covenants set forth in Section  2.02(h) of the
Mortgage.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]

<PAGE>
                                   Page - (8)


     IN  WITNESS  WHEREOF,  Property  Owner and  Lender  each has  executed  and
delivered  this  Modification  under  seal as of the day and  year  first  above
written.

WITNESSES:                            PROPERTY OWNER:
                                      ---------------

             /S/                      GROVE CITY FACTORY SHOPS PARTNERSHIP, a
------------------------------        Pennsylvania general partnership
Print name:  Dana C. Lewellen

                                      By:     Prime Retail, L.P., a Delaware
                                              limited partnership, its managing
                                              general partner
           /S/
------------------------------
Print name:  Mark Hertz               By:     Prime Retail, Inc., a Maryland
                                              corporation, its general partner

                                      By:              /S/         (SEAL)
                                              ---------------------------
                                      Name:   R. Kelvin Antill
                                      Title:  Executive Vice President - General
                                              Counsel & Secretary

<PAGE>
                                   Page - (9)


WITNESSES:                            LENDER:
                                      -------

          /S/                         LASALLE BANK NATIONAL ASSOCIATION,
------------------------------        FORMERLY KNOWN AS LASALLE NATIONAL BANK,
Print name:  Ada J. Stevenson         AS TRUSTEE FOR THE HOLDERS OF ASSET
                                      SECURITIZATION CORPORATION, COMMERCIAL
                                      MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
                                      1996-MD VI

                                      By:     GMAC Commercial Mortgage
                                              Corporation, a California
                                              corporation, Special Servicer

                                              By:            /S/          (SEAL)
                                                      --------------------------
                                              Name:   E. Anthony Lauerman III
                                              Title:  Vice President

<PAGE>
                                  Page - (10)


Borrower:

STATE OF MARYLAND       )
                        )   ss.:
CITY OF BALTIMORE       )



     On this 4th day of  December,  2002,  before me, the  undersigned  officer,
personally appeared R. Kelvin Antill, who acknowledged himself to be the EVP, GC
& Secretary of Prime Retail, Inc., a Maryland corporation,  sole General Partner
of Prime Retail, L.P., a Delaware limited  partnership,  the Managing Partner of
Grove City Factory Shops Partnership,  a Pennsylvania general  partnership,  and
that he as such EVP, GC & Secretary  being  authorized  to do so,  executed  the
foregoing  instrument for the purposes therein  contained by signing the name of
the  corporation,  as sole  General  Partner of the limited  partnership  as the
Managing Partner of the general partnership, by himself as EVP, GC & Secretary.

     In witness whereof, I hereunto set my hand and official seal.

                                                        /S/
                                         -------------------------------------
                                         Gail R. Steptoe
                                         Title of Officer

                                         Gail R. Steptoe
                                         Notary Public State of Maryland
                                         My Commission Expires December 13, 2005

<PAGE>
                                  Page - (11)





Lender:

STATE OF PENNSYLVANIA   )
                        )   ss.:
COUNTY OF MONTGOMERY    )


                  I, Donna Lisa Bilinski, a Notary Public, do hereby certify
that E. Anthony Lauerman III, personally known to me to be the Vice President of
GMACCM, a corporation and personally known to me to be the same person whose
name is subscribed to the foregoing document, appeared before me this day in
person and acknowledged that as such he/she signed and delivered the said
document as his/her free and voluntary act and deed and the free and voluntary
act and deed of said entity, being authorized to do so, for the use and purposes
therein set forth. Given under my hand and notarial seal this 3rd day of
December, 2002.


                                                   /S/                 (SEAL)
                                         -----------------------------------
                                         Donna Lisa Bilinski
                                         Notary Public

                                               My Commission Expires:

                                                   NOTARIAL SEAL
                                         DONNA LISA BILINSKI, Notary Public
                                         Horsham Twp., Montgomery County
                                         My Commission Expires Jan. 26, 2004