<PAGE>

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                     FACTORY SHOPS [LIMITED] PARTNERSHIP,

                                   as Grantor

                                        to

                                As Deed Trustee,
                              for the benefit of 

                       NOMURA ASSET CAPITAL CORPORATION,

                                 as Beneficiary

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


             DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
                               AND FIXTURE FILING

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


                      Dated:    As of October 31, 1996

                  PREPARED BY AND UPON RECORDATION RETURN TO:

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

                     Attention:  David J. Weinberger, Esq.


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<PAGE>


    THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE 
FILING is made as of the ____ day of October, 1996, by the party set forth on 
the signature page hereto as Grantor, having an address c/o Prime Retail, 
L.P., 100 East Pratt Street, 19th Floor, Baltimore, Maryland 21202 
(hereinafter referred to as "Grantor"), to                     having an 
address at                          (hereinafter referred to as "Deed 
Trustee") for the benefit of NOMURA ASSET CAPITAL CORPORATION, a Delaware 
corporation having an address at 2 World Financial Center, Building B, New 
York, New York 10281-1198 (hereinafter referred to as "Beneficiary").

                              W I T N E S S E T H:

    WHEREAS, Beneficiary has authorized a loan (hereinafter referred to as 
the "Loan") to the Cross-collateralized Borrowers in the maximum principal 
sum of THREE HUNDRED NINETY ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 
($391,500,000) or so much thereof as may be advanced by Beneficiary 
(hereinafter referred to as the "Loan Amount"), which Loan is evidenced by 
that certain note, dated the date hereof (hereinafter referred to as the 
"Note") given by the Cross-collateralized Borrowers, as maker, to 
Beneficiary, as payee;

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

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

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

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

    NOW THEREFORE, to secure the payment of the principal of and interest on 
the Note and all other obligations, liabilities or sums due or to become due 
under this Deed of Trust, the Note or any other Loan Document, including, 
without limitation (to the extent permitted by law), interest on said 
obligations, liabilities or sums (said principal, interest and other sums 
being hereinafter referred to as the "Debt"), and the performance of all 
other covenants, obligations and liabilities of the Cross- 

<PAGE>

collateralized Borrowers pursuant to the Loan Documents, Grantor has executed 
and delivered this Deed of Trust; and Grantor has irrevocably granted, and by 
these presents and by the execution and delivery hereof does hereby 
irrevocably grant, bargain, sell, alien, demise, release, convey, assign, 
transfer, deed, hypothecate, pledge, set over, warrant and confirm to the 
Deed Trustee, as to the Premises and the Improvements, forever, in trust with 
power of sale, and to the Beneficiary, as to the remainder of the Trust 
Property all right, title and interest of Grantor in and to all of the 
following property, rights, interests and estates:

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

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

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

         (d)  all machinery, equipment, fittings, apparatus, appliances,
    furniture, furnishings, tools, fixtures (including, but not limited to, all
    heating, air conditioning, ventilating, waste disposal, sprinkler and fire
    and theft protection equipment, plumbing, lighting, communications and
    elevator fixtures) and other property of

                                       2

<PAGE>

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

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

         (f)  all leases, tenancies, licenses and other agreements affecting
    the use, enjoyment or occupancy of the Premises, the Improvements, the
    Fixtures, or the Equipment or any portion thereof now or hereafter entered
    into, and all reciprocal easement agreements, license agreements and other
    agreements with Pad Owners (hereinafter collectively referred to as the
    "Leases"), together with all cash or security deposits, advance rentals and
    payments of similar nature and guarantees or other security held by Grantor
    in connection therewith to the extent of Grantor's right or interest
    therein and all remainders, reversions and other rights and estates
    appurtenant thereto, and all base, fixed, percentage or additional rents,
    and other rents, oil and gas or other mineral royalties, and bonuses,
    issues, profits, and rebates, and refunds or other payments made by any
    Governmental Authority from or relating to the Premises, the 

                                       3

<PAGE>

    Improvements, the Fixtures or the Equipment plus all rents, common area 
    charges and other payments, (the "Rents") and all proceeds from the sale or
    other disposition of the Leases and the right to receive and apply the Rents
    to the payment of the Debt;

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

         (h)  all monies deposited or to be deposited in any funds or accounts
    maintained or deposited with Beneficiary, or its assigns, in connection
    herewith, including, without limitation, the Property Collection Account,
    the Security Deposit Account (to the extent permitted by law), the Cash
    Collateral Account, the Engineering Escrow Sub-Account, the Basic Carrying
    Costs Sub-Account, the Debt Service Payment Sub-Account, the Capital
    Expenditure Reserve Sub-Account, the Operations and Maintenance Expense
    Sub-Account, the Curtailment Reserve Fund Sub-Account, the Expansion
    Account, and the Loss Proceeds Account;

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

         (j)  all claims against any Person with respect to any damage to
    the Premises, the Improvements, the Fixtures or Equipment, including, 
    without limitation, damage arising from any defect in or with respect to 
    the design or construction of the Improvements, the Fixtures or the 
    Equipment and any damage resulting therefrom;

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

                                       4

<PAGE>

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

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

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

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

         (p)  all proceeds of each of the foregoing.

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

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

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

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

                                       5

<PAGE>

    AND Grantor covenants with and warrants to Beneficiary that:


                               ARTICLE I:  DEFINITIONS

    Section 1.01.  Certain Definitions.

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

         (1)  the capitalized terms defined in this Section have
    the meanings assigned to them in this Section, and include the plural as
    well as the singular;

         (2)  all capitalized terms not otherwise defined in this Deed of Trust
    shall have the meanings set forth in the Note;

         (3)  all accounting terms not otherwise defined herein have the
    meanings assigned to them in accordance with GAAP; and

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

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

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

    "Aggregate Debt Service Coverage" shall mean the quotient obtained by 
dividing the aggregate Net Operating Income for all of the 
Cross-collateralized Properties for the specified period by the aggregate 
payments of principal and interest (after subtracting any sums received by 
the Cross-collateralized Borrowers pursuant to the Rate-cap Agreement which 
are deposited into the Cash Collateral Account pursuant to Section 5.01 
hereof, and not including interest or principal allocable to sums held in the 
Expansion Account or, from and after the Optional Prepayment Date, principal 
or interest which is due and payable pursuant to Section 2.01(a)(ii) of the
Note) due for such specified period 

                                       6

<PAGE>

under the Note (determined as of the date the calculation of Aggregate Debt 
Service Coverage is required or requested hereunder).

    "Allocated Expansion Amount" shall mean the amount of each disbursement
from the Expansion Account for any Expansion Space.

    "Allocated Loan Amount" shall mean the Initial Allocated Loan Amount of 
each Cross-collateralized Property as such amount may be adjusted from time 
to time as hereinafter set forth. Upon each adjustment in the principal 
portion of the Debt (each a "Total Adjustment"), whether as a result of 
amortization, defeasance or prepayment or as otherwise expressly provided 
herein or in any other Loan Document, each Allocated Loan Amount shall be 
increased or decreased, as the case may be, by an amount equal to the product 
of (i) the Total Adjustment, and (ii) a fraction, the numerator of which is 
the applicable Allocated Loan Amount (prior to the adjustment in question) 
and the denominator of which is the Debt prior to the adjustment to the 
principal portion of the Debt which results in the recalculation of the 
Allocated Loan Amount. However, when the principal portion of the Debt is 
reduced or defeased as a result of Beneficiary's receipt of (i) a Release 
Price or, in connection with a Release, funds sufficient to defease or 
prepay, as applicable, a portion of the Debt in the amount of the Release 
Price, the Allocated Loan Amount for the Cross-collateralized Property being 
released and discharged from the encumbrance of the applicable 
Cross-collateralized Mortgage and related Loan Documents shall be reduced to 
zero (the amount by which such Allocated Loan Amount is reduced being 
referred to as the "Released Allocated Amount"), and each other Allocated 
Loan Amount shall be decreased by an amount equal to the product of (1) the 
excess of (a) the Release Price over (b) the Released Allocated Amount and 
(2) a fraction, the numerator of which is the applicable Allocated Loan 
Amount (prior to the adjustment in question) and the denominator of which is 
the aggregate of all of the Allocated Loan Amounts (prior to the adjustment 
in question) other than the Allocated Loan Amount applicable to the 
Cross-collateralized Property for which the Release Price was paid , or (ii) 
Net Proceeds, the Allocated Loan Amounts for the Cross-collateralized 
Property with respect to which the Net Proceeds were received shall be 
reduced to zero (the amount by which such Allocated Loan Amount is reduced 
being referred to as the "Foreclosed Allocated Amount") and each other 
Allocated Loan Amount shall (x) if the Net Proceeds exceed the Foreclosed 
Allocated Amount (such excess being referred to as the "Surplus Net 
Proceeds"), be decreased by an amount equal to the product of (1) the Surplus 
Net Proceeds and (2) a fraction, the numerator of which is the applicable 
Allocated Loan Amount (prior to the adjustment in question) and the 
denominator of which is the aggregate of all of the Allocated Loan Amounts 
(prior to the adjustment in question) other than the Allocated Loan Amount 
applicable to the Cross-collateralized 


                                       7

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Property with respect to which the Net Proceeds were received (such fraction 
being referred to as the "Net Proceeds Adjustment Fraction"), (y) if the 
Foreclosed Allocated Amount exceeds the Net Proceeds (such excess being 
referred to as the "Net Proceeds Deficiency"), be increased by an amount 
equal to the product of (1) the Net Proceeds Deficiency and (2) the Net 
Proceeds Adjustment Fraction, or (z) if the Net Proceeds equal the Foreclosed 
Allocated Amount, remain unadjusted, or (iii) Loss Proceeds or partial 
prepayments or defeasances, as applicable, made in accordance with Section 
15.01 hereof, the Allocated Loan Amount for the Cross-collateralized Property 
with respect to which the Loss Proceeds or voluntary prepayments or 
defeasances, as applicable, were received shall be decreased by an amount 
equal to the sum of (A) with respect to Loss Proceeds, Loss Proceeds which 
are applied towards the reduction of the Debt as set forth in Article III 
hereof, if any, and (B) with respect to voluntary prepayments or defeasances, 
as applicable, the amount of any such voluntary prepayment or defeasance 
which is applied towards the reduction of the Debt in accordance with the 
provisions of the Note, if any, but in no event shall the Allocated Loan 
Amount for the Cross-collateralized Property with respect to which the Loss 
Proceeds or voluntary prepayments or defeasances, as applicable, were 
received be reduced to an amount less than zero (the amount by which such 
Allocated Loan Amount is reduced being referred to as the "Loss Proceeds or 
Prepayment Allocated Amount") and each other Allocated Loan Amount shall be 
decreased by an amount equal to the product of (1) the excess of (a) the Loss 
Proceeds or such partial prepayments or defeasances, as applicable, over (b) 
the Loss Proceeds or Prepayment Allocated Amount, and (2) a fraction, the 
numerator of which is the applicable Allocated Loan Amount (prior to the 
adjustment in question) and the denominator of which is the aggregate of all 
of the Allocated Loan Amounts (prior to the adjustment in question) other 
than the Allocated Loan Amount applicable to the Cross-collateralized 
Property to which such Loss Proceeds or partial prepayments or defeasances, 
as applicable, were applied.  Upon the occurrence of an Expansion Funding, 
the Allocated Loan Amount for the Cross-collateralized Property with respect 
to which the Expansion Funding relates shall be increased by the Allocated 
Expansion Amount.  Upon the occurrence of an NP Funding, the Initial 
Allocated Loan Amount for each NP Property shall be determined by Beneficiary 
in its sole and absolute discretion in an aggregate amount not to exceed the 
amount so funded.

    "Annual Budget" shall have the meaning set forth in Section 2.09(j) hereof.

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

                                       8

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

    "Approved Manager Standard" shall mean the standard of business 
operations, practices and procedures customarily employed by entities having 
a senior executive with at least seven (7) years' experience in the 
management of retail shopping centers which manages not less than 2,000,000 
square feet of gross leasable area, including, without limitation, certain 
factory outlet centers which contain more than 200,000 square feet of gross 
leasable area.

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

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

    "Bank" shall mean LaSalle National Bank, or any successor bank hereafter 
selected by Beneficiary.

    "Basic Carrying Costs" shall mean the sum of the following costs 
associated with the Trust Property: (a) Impositions, (b) insurance premiums 
relating to the insurance required under the terms of Article III hereof and 
(c) any and all ground rents, if any, due in connection with the Trust 
Property.

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

                                       9

<PAGE>

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

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

    "Business Day" shall mean any day other than (a) a Saturday or Sunday, or 
(b) a day on which banking and savings and loan institutions in the State of 
New York are authorized or obligated by law or executive order to be closed, 
or at any time during which the Loan is an asset of a Securitization, such 
other days which are excluded from the definition of "Business Day" in the 
securitization documents provided that Grantor is given at least ten (10) 
days prior written notice of any changes to this definition resulting from a 
Securitization.

    "Capital Budget" shall have the meaning set forth in Section 2.09(j)
hereof.

    "Capital Expenditure Reserve Sub-Account" means the Sub-Account of the 
Cash Collateral Account established pursuant to Section 5.05 hereof and 
maintained pursuant to Section 5.08 hereof relating to the payment of 
Recurring Capital Expenditures.

    "Cash Collateral Account" shall mean an Eligible Account, maintained at 
the Bank, entitled "Nomura Asset Capital Corporation, as secured party 
pursuant to that certain Deed of Trust dated [the Closing Date] given to the 
beneficiary referred to therein", as such account may change from time to 
time pursuant to Section 5.01 thereof. 

    "Closing DSC" shall have the meaning set forth on Exhibit B annexed 
hereto and made a part hereof.

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

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

    "Collection Account" shall mean an account designated by Beneficiary, 
which shall be an Eligible Account, to which payments of Debt are transferred.

    "Completion Date" shall mean the date upon which both (a) a permanent 
certificate of occupancy for the building shell and core is issued with 
respect to the applicable Expansion Space and (b) tenants of not less than 
75% of the gross leasable area of the applicable Expansion Space are legally 
permitted to be and 
                                       10

<PAGE>

are open for business to the public during normal business hours has occurred.

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

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

    "CPI" shall mean "The Consumer Price Index (New Series) (Base Period 
1982-84=100) (all items for all urban consumers)" issued by the Bureau of 
Labor Statistics of the United States Department of Labor (the "Bureau").  If 
the CPI ceases to use the 1982-84 average equaling 100 as the basis of 
calculation, or if a change is made in the term, components or number of 
items contained in said index, or if the index is altered, modified, 
converted or revised in any other way, then the index shall be adjusted to 
the figure that would have been arrived at had the change in the manner of 
computing the index in effect at the date of this Deed of Trust not been 
altered.  If at any time during the term of this Deed of Trust the CPI shall 
no longer be published by  the Bureau, then any comparable index issued by 
the Bureau or similar agency of the United States issuing similar indices 
shall be used in lieu of the CPI.

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

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

    "Cross-collateralized Property" shall mean each parcel or parcels of real 
property encumbered by a Cross-collateralized Mortgage as set forth on 
Exhibit H attached hereto and made a part hereof.

    "Current Month" shall mean the then current Interest Accrual Period.

    "Curtailment Reserve Fund Sub-Account" shall mean the Sub-Account of the 
Cash Collateral Account established pursuant to Section 5.02 hereof and 
maintained pursuant to Section 5.13 hereof.

                                       11

<PAGE>

    "Debt" shall have the meaning set forth in the recitals hereto 
specifically excluding, however, debt which is evidenced by a Defeased Note. 

    "Debt Service Constant" shall have the meaning set forth on Exhibit B 
attached hereto and made a part hereof.

    "Debt Service Coverage" shall mean the quotient obtained by dividing Net 
Operating Income for the specified period by the aggregate payments of 
principal and interest (after subtracting any sums received by a 
Cross-collateralized Borrower pursuant to the Rate-cap Agreement which are 
deposited in the Cash Collateral Account pursuant to Section 5.01 hereof, and 
not including, from and after the Optional Prepayment Date, principal or 
interest which is due pursuant to the first sentence of Section 2.01(a)(ii) 
of the Note) due for such specified period under the Note with respect to the 
Allocated Loan Amount for the applicable Cross-collateralized 
Borrower(determined as of the date the calculation of Debt Service Coverage 
is required or requested hereunder).

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

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

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

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

    "Default Rate" shall mean the lesser of (a) the highest rate allowable at 
law and (b) three percent (3%) above the Interest Rate.

    "Default Rate Interest" shall mean, to the extent the Default Rate 
becomes applicable, interest in excess of the interest which would have 
accrued on (a) the principal amount of the Loan which is outstanding from 
time to time and (b) any accrued but unpaid interest, if the Default Rate was 
not applicable.

                                       12

<PAGE>

    "Defeasance Deposit" shall mean an amount equal to the total cost 
incurred or to be incurred in the purchase on behalf of Grantor of Federal 
Obligations necessary to meet the Scheduled Defeasance Payments.

    "Defeased Note" shall have the meaning set forth in Section 15.01 hereof.

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

    "Eligible Account" shall mean a segregated account which is either (i) an 
account or accounts maintained with a depository institution or trust company 
the long term unsecured debt obligations of which are rated by each of the 
Rating Agencies (or, if not rated by Duff & Phelps Credit Rating Co. ("DCR") 
or Fitch Investors Services L.P. ("Fitch") or Moody's, otherwise acceptable 
to DCR, Moody's or Fitch, as applicable, as confirmed in writing that such 
account would not, in and of itself, result in a downgrade, qualification or 
withdrawal of the then current ratings assigned to any certificates issued in 
connection with a Securitization) in its highest rating category at all times 
(or, in the case of the Collection Account and Basic Carrying Costs 
Sub-Account, the long term unsecured debt obligations of which are rated at 
least "AA" or the equivalent by each of the Rating Agencies (or, if not rated 
by DCR, Moody's or Fitch, otherwise acceptable to DCR, Moody's or Fitch, as 
applicable, as confirmed in writing that such account would not, in and of 
itself, result in a downgrade, qualification or withdrawal of the then 
current ratings assigned to any certificates issued in connection with a 
Securitization) or, if the funds in such account are to be held in such 
account for less than 30 days, the short term obligations of which are rated 
by each of the Rating Agencies (or, if not rated by DCR, Moody's or Fitch, 
otherwise acceptable to DCR, Moody's or Fitch, as applicable, as confirmed in 
writing that such account would not, in and of itself, result in a downgrade, 
qualification or withdrawal of the then current ratings assigned to any 
certificates issued in connection with a Securitization) in its highest 
rating category at all times) or (ii) a segregated trust account or accounts 
maintained with a federal or state chartered depository institution or trust 
company acting in its fiduciary capacity which, in the case of a state 
chartered depository institution is subject to regulations substantially 
similar to 12 C.F.R. Section 9.10(b), having in either case a combined 
capital and surplus of at least $100,000,000 and subject to supervision or 
examination by federal and state authority, or otherwise acceptable (as 
evidenced by a written confirmation from each Rating Agency that such account 
would not, in and of itself, cause a downgrade, qualification or withdrawal 
of the then

                                       13

<PAGE>

current ratings assigned to any certificates issued in connection 
with a Securitization) to each Rating Agency, which may be an account 
maintained by Beneficiary or its agents.  Eligible Accounts may bear 
interest.  The title of each Eligible Account shall indicate that the funds 
held therein are held in trust for the uses and purposes set forth herein.

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

    "Engineering Escrow Sub-Account" shall mean the Sub-Account of the Cash 
Collateral Account established pursuant to Section 5.02 hereof, maintained 
pursuant to Section 5.14 hereof and funded on the Closing Date relating to 
payments for any Required Engineering Work.

    "Environmental Problem" shall mean any of the following:

         (a)  the presence of any Hazardous Material on, in, under, or above
    all or any portion of the Trust Property; or

         (b)  the release or threatened release of any Hazardous Material from
    or onto the Trust Property;

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

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

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

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

    "Environmental Statute" shall mean any effective, applicable or relevant 
federal, state or local statute, ordinance, rule or regulation, any judicial 
or administrative order (whether or not on consent) or judgment applicable to 
Grantor or the Trust Property including, without limitation, any judgment or 
settlement based on common law theories, and any provisions or condition of 
any permit, license or other authorization binding on Grantor relating to (a) 
the protection of the environment, the safety and health of persons 
(including employees) or the public welfare from actual or potential exposure 
(or effects of 
                                       14

<PAGE>

exposure) to any actual or potential release, discharge, disposal or emission 
(whether past or present) of any Hazardous Materials or (b) the manufacture, 
processing, distribution, use, treatment, storage, disposal, transport or 
handling of any Hazardous Materials, including, but not limited to, the 
Comprehensive Environmental Response, Compensation and Liability Act of 1980 
("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 
1986, 42 U.S.C. Sections  9601 et seq., the Solid Waste Disposal Act, as 
amended by the Resource Conservation and Recovery Act of 1976, as amended by 
the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. Sections  6901 et 
seq., the Federal Water Pollution Control Act, as amended by the Clean Water 
Act of 1977, 33 U.S.C. Sections  1251 et seq., the Toxic Substances Control 
Act of 1976, 15 U.S.C. Sections  2601 et seq., the Emergency Planning and 
Community Right-to-Know Act of 1986, 42 U.S.C. Sections  1101 et seq., the 
Clean Air Act of 1966, as amended, 42 U.S.C. Sections  7401 et seq., the 
National Environmental Policy Act of 1975, 42 U.S.C. Sections  4321, the 
Rivers and Harbours Act of 1899, 33 U.S.C. Sections  401 et seq., the 
Endangered Species Act of 1973, as amended, 16 U.S.C. Sections  1531 et seq., 
the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 
Sections  651 et seq., and the Safe Drinking Water Act of 1974, as amended, 
42 U.S.C. Sections  300(f) et seq., and all rules, regulations and guidance 
documents promulgated or published thereunder.

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

    "ERISA" shall mean the Employee Retirement Income Security Act of 1974, 
as amended from time to time, and the regulations promulgated thereunder.  
Section references to ERISA are to ERISA, as in effect at the date of this 
Deed of Trust and, as of the relevant date, any subsequent provisions of 
ERISA, amendatory thereof, supplemental thereto or substituted therefor.

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

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

    "Excess Cash Flow" for any month shall mean Operating Income for all 
Cross-collateralized Properties for the applicable period less (without 
duplication), and with respect to all Cross-collateralized Properties, the 
Basic Carrying Costs Monthly Installment, the Required Debt Service Payment, 
the Recurring 
                                       15

<PAGE>

Capital Expenditure Monthly Installment, and if then required pursuant to 
Section 5.05 hereof, the Operations and Maintenance Expense Monthly 
Installment.

    "Excess Rent Notice" shall have the meaning set forth in Section 5.01
hereof.

    "Expansion Account" shall mean the Eligible Account established and 
maintained pursuant to Section 5.10 hereof.

    "Expansion Expenses" shall mean, on an annualized pro-forma basis, 
Operating Expenses for the twelve (12) month period prior to the opening of 
the applicable Expansion Space divided by the average number of gross 
leasable square feet in the Trust Property during such twelve (12) month 
period (excluding the gross leasable square footage attributable to the 
applicable Expansion Space) multiplied by the square footage of the Expansion 
Space. Expansion Expenses shall not include interest, principal and premium, 
if any, due under the Note or otherwise in connection with the Debt, income 
taxes, extraordinary capital improvements costs, or any non-cash charge or 
expense such as depreciation.

    "Expansion Funding" shall mean a disbursement of sums by Beneficiary to 
Grantor out of the Expansion Account.

    "Expansion Funding Amount" shall mean at any time after Beneficiary has 
given notice to Grantor that the Expansion Account has been funded, an amount 
equal to the quotient obtained by dividing (i) a fraction the numerator of 
which is the Expansion Net Cash Flow for the applicable Expansion Space and 
the denominator of which is 1.60 by (ii) the Debt Service Constant; provided, 
however, that if the quotient obtained by dividing (a) the aggregate 
Expansion Net Cash Flow from all Expansion Spaces for which an Expansion 
Funding occurred within the prior eighteen (18) months by (b) the product of 
the aggregate Expansion Funding Amounts for such Expansion Spaces multiplied 
by the Debt Service Constant is less than 1.60, then the Expansion Funding 
Amount for the Expansion Space in question shall be reduced by the amount 
which would cause such quotient to be 1.60 if the Expansion Space in question 
were included in the foregoing calculation.

    "Expansion Income" shall mean, on an annualized pro-forma basis, base 
rent plus reimbursements due from third-party tenants who have entered into 
Space Leases having terms not less than one year which were negotiated at 
arms-length, and who have occupied space in the Expansion Space and paid 
rent, in each case, for a minimum of three (3) full calendar months, which 
are either (i) tenants in ten (10) or more factory outlet centers located in 
the United States of America, (ii) manufacturers of retail goods having sales 
in excess of $50,000,000 per fiscal year, (iii) 

                                       16

<PAGE>

retailers which have sales in excess of $50,000,000 per fiscal year, (iv) 
tenants having twenty-five (25) or more outlet or retail stores in the United 
States of America, (v) tenants under leases which in the aggregate make up 
less than ten percent (10%) of the gross leasable area in the Expansion Space 
and which do not contribute minimum base rent for the Expansion Space in 
excess of ten percent (10%) in the aggregate which do not fall within any of 
the categories of tenants set forth in clauses (i) through (iv) or (vi) of 
this definition or (vi) tenants of similar quality to other tenants occupying 
a portion of the Cross-collateralized Properties which are approved in 
writing by Beneficiary and the Rating Agencies in their sole and absolute 
discretion (tenants which meet the foregoing criteria are referred to herein 
as "Qualifying Expansion Tenants"); provided, however, in the event that the 
occupancy rate for the Expansion Space is at the time of the determination of 
Expansion Income greater than 95% (provided, however, that in determining the 
occupancy rate for such Expansion Space, only Qualifying Expansion Tenants 
shall be deemed to be in occupancy of their respective premises), the 
Expansion Income shall be reduced by an amount equal to the product of (a) 
the percentage by which the occupancy rate for the Expansion Space exceeds 
95% (provided, however, that in determining the occupancy rate for such 
Expansion Space, only Qualifying Expansion Tenants shall be deemed to be in 
occupancy of their respective premises), and (b) the Expansion Income 
otherwise determined in accordance with the provisions of this sentence.  To 
the extent that a tenant's lease obligations are guaranteed by an Affiliate 
of such tenant, the aggregate of such tenant's and its Affiliates' sales or 
number of stores, as applicable, shall be included for the purposes of 
determining whether the tests set forth in clauses (i) through (iv) of this 
definition are met. Expansion Income shall not include (a) Insurance Proceeds 
(other than proceeds of rent, business interruption or other similar 
insurance allocable to the applicable period) and Condemnation Proceeds 
(other than awards and Condemnation Proceeds arising from a temporary taking 
or the use and occupancy of all or part of the applicable Expansion Space 
allocable to the applicable period), or interest accrued on such Insurance 
Proceeds or Condemnation Proceeds, (b) proceeds of any financing, (c) 
proceeds of any sale, exchange or transfer of the applicable Expansion Space 
or any part thereof or interest therein (other than Space Leases entered into 
in the normal course of Grantor's business), (d) capital contributions or 
loans to Grantor or an affiliate of Grantor, (e) any item of income otherwise 
includable in Expansion Income but paid directly by any tenant to a Person 
other than Grantor except for real estate taxes paid directly to any taxing 
authority by any tenant, (f) any other extraordinary, non-recurring revenues, 
(g) Rent paid by or on behalf of any lessee under a Space Lease which is the 
subject of any proceeding or action relating to its bankruptcy, 
reorganization or other arrangement pursuant to federal bankruptcy law or any 
similar federal or state law or which has been adjudicated a bankrupt or 
insolvent unless such Space Lease has been affirmed by the trustee in such 
proceeding or action, (h) Rent paid by or on behalf of any lessee under a 
Space Lease the demised premises of which are not occupied either by such 

                                       17

<PAGE>

lessee or by a sublessee thereof or (i) any sum paid to Grantor to reimburse 
Grantor for marketing and promotion expenses.

    "Expansion Net Cash Flow" shall mean Expansion Income less Expansion 
Expenses.

    "Expansion Space" shall mean real property which (a) is part of a 
Cross-collateralized Property, (b) is used as a factory outlet center, (c) is 
of similar or better construction quality to the balance of the 
Cross-collateralized Property of which such Expansion Space is a part and (d) 
has been designated in writing by Grantor as an Expansion Space from the list 
of potential Expansion Spaces set forth as Exhibit G.

    "Federal Obligations" shall mean non-callable direct obligations of, or 
obligations fully guaranteed as to payment of principal and interest by, the 
United States of America or any agency or instrumentality thereof provided 
that such obligations are backed by the full faith and credit of the United 
States of America as chosen by Grantor, subject to the approval of 
Beneficiary, which approval shall not be unreasonably withheld, delayed or 
conditioned and shall be deemed granted if not denied in writing within five 
(5) Business Days of the date upon which approval is first requested in 
writing by Grantor.

    "First Interest Accrual Period" shall mean the period commencing on the 
Closing Date and ending on November 10, 1996.

    "First Payment Date" shall mean the eleventh (11th) day of November, 1996.

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

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

    "GAAP" shall mean generally accepted accounting principles in the United 
States of America, as of the date of the applicable financial report, 
consistently applied.

    "General Partner" shall mean PRLP and SPC.

    "Governmental Authority" shall mean, with respect to any Person, any 
federal or State government or other political subdivision thereof and any 
entity, including any regulatory or administrative authority or court, 
exercising executive, legislative, judicial, regulatory or administrative or 
quasi-administrative functions of or pertaining to government, 

                                       18

<PAGE>

and any arbitration board or tribunal in each case, having jurisdiction over 
such applicable Person or such Person's  property and any stock exchange on 
which shares of capital stock of such Person are listed or admitted for 
trading.

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

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

    "Impositions" shall mean all taxes (including, without limitation, all 
real estate, ad valorem, sales (including those imposed on lease rentals), 
use, single business, gross receipts, value added, intangible, transaction, 
privilege or license or similar taxes), assessments (including, without 
limitation, all assessments for public improvements or benefits, whether or 
not commenced or completed prior to the date hereof and whether or not 
commenced or completed within the term of this Deed of Trust), water, sewer 
or other rents and charges, excises, levies, fees (including, without 
limitation, license, permit, inspection, authorization and similar fees), and 
all other governmental charges, in each case whether general or special, 
ordinary or extraordinary, or foreseen or unforeseen, of every character in 
respect of the Trust Property and/or any Rent (including all interest and 
penalties thereon), which at any time prior to, during or in respect of the 
term hereof may be assessed or imposed on or in respect of or be a lien upon 
(a) Grantor (including, without limitation, all franchise, single business or 
other taxes imposed on Grantor for the privilege of doing business in the 
jurisdiction in which the Trust Property is located) or Beneficiary 
(excluding Beneficiary's income or franchise taxes), (b) the Trust Property 
or any part thereof or any Rent therefrom or any estate, right, title or 
interest therein, or (c) any occupancy, operation, use or possession of, or 
sales from, or activity conducted on, or in connection with the Trust 
Property, or any part thereof, or the leasing or use of the Trust Property, 
or any part thereof, or the acquisition or financing of the acquisition of 
the Trust Property, or any part thereof, by Grantor.

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

    "Independent" shall mean, when used with respect to any Person, a Person 
who (a) is in fact independent, (b) does not have any direct financial 
interest or any material indirect financial interest in Grantor, or in any 
Affiliate of Grantor or any constituent partner, shareholder, member or
beneficiary of 

                                       19

<PAGE>

Grantor and (c) is not connected with Grantor or any Affiliate of Grantor or 
any constituent partner, shareholder, member or beneficiary of Grantor as an 
officer, employee, promoter, underwriter, trustee, partner, director or 
person performing similar functions.  Whenever it is herein provided that any 
Independent Person's opinion or certificate shall be provided, such opinion 
or certificate shall state that the Person executing the same has read this 
definition and is Independent within the meaning hereof.

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

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

    "Initial Capital Expenditure Deposit" shall equal the amount set forth on 
Exhibit B attached hereto and made a part hereof (which amount represents 
one-twelfth (1/12) of the product of (a) $.20 and (b) the number of square 
feet in the Total GLA).

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

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

    "Institutional Lender" shall mean any of the following Persons:  (a) any 
bank, savings and loan association, savings institution, trust company or 
national banking association, acting for its own account or in a fiduciary 
capacity, (b) any charitable foundation, (c) any insurance company or pension 
and/or annuity company, (d) any fraternal benefit society, (e) any pension, 
retirement or profit sharing trust or fund within the meaning of Title I of 
ERISA or for which any bank, trust company, national banking association or 
investment adviser registered under the Investment Advisers Act of 1940, as 
amended, is acting as trustee or agent, (f) any investment company or 
business development company, as defined in the Investment Company Act of 
1940, as amended, (g) any small business investment company licensed under 
the Small Business Investment Act of 1958, as amended, (h) any broker or 
dealer registered under the Securities and Exchange Act of 1934, or any 
investment adviser registered under the Investment Adviser Act of 1940, as 
amended, (i) any government, any public employees' pension or retirement 
system, or any other government agency supervising the investment of public 
funds, or (j) any other entity all of the equity owners of which are 
Institutional Lenders; provided that each of said Persons shall have net 
assets equal to or greater 
                                       20

<PAGE>

than $500,000,000, be in the business of making commercial mortgage loans, 
secured by properties of like type, size and value as the Trust Property and 
have a long term credit rating which is not less than investment grade.

    "Insurance Proceeds" shall mean all of the proceeds received under the 
insurance policies required to be maintained by Grantor pursuant to clauses 
(i), (iii)-(iv) and (viii) of Section 3.01(a) hereof. 

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

    "Interest Accrual Period" shall mean the First Interest Accrual Period 
and, thereafter, each one (1) month period, which shall begin on the eleventh 
(11th) day of each calendar month and run through and including the tenth 
(10th) day of the following calendar month; provided, however, no Interest 
Accrual Period shall extend beyond the Maturity Date.

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

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

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

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

    "Litigation Threshold" shall have the meaning set forth in Section 12.01(b)
hereof. 

                                       21

<PAGE>

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

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

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

    "Loan Year" shall mean each 365 day period (or 366 day period if the 
month of February in a leap year is included) commencing on the first day of 
the month following the Closing Date (provided, however, that the first Loan 
Year shall also include the period from the Closing Date to the end of the 
month in which the Closing Date occurs).  

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

    "Loss Proceeds Account" shall mean the Eligible Account established and 
maintained pursuant to Section 5.11 hereof.

    "Major Space Lease" shall mean, with regard to one or more 
Cross-collateralized Properties, any Space Lease of a tenant or Affiliate of 
such tenant where the base rent during the previous calendar year 
attributable to such tenant or such Affiliate was $100,000 or greater; 
provided, however, if such tenant or Affiliate of such tenant, as applicable, 
has not occupied the Premises for all of the previous calendar year, such 
rent shall be annualized based upon the portion of the calendar year which 
such tenant, or Affiliate of such tenant, as applicable, occupied the 
Premises and, if such tenant or Affiliate of such tenant, as applicable, has 
not yet occupied the Premises, such rent shall be determined on a pro-forma 
basis for the first twelve (12) months of occupancy.

    "Manager" shall mean PRLP and any other Person, other than Grantor, which 
manages the Trust Property on behalf of Grantor in accordance with the terms 
hereof.

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

    "Material Adverse Effect" shall mean any event or condition that has a 
material adverse effect on (a) the Trust Property, (b) the business, 
prospects, profits, operations or condition (financial or otherwise) of the 
Trust Property, (c) the enforceability, validity, perfection or priority of 
the lien of 
                                       22

<PAGE>

any Loan Document or (d) the ability of Grantor to perform any obligations 
under any Loan Document.

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

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

    "Measuring Period" shall mean the twelve (12) calendar months prior to 
the date of determination.

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

    "NACC" shall have the meaning set forth in Section 15.03 hereof.

    "Net Operating Income" shall mean, for the twelve (12) calendar months 
prior to the date of determination, Operating Income less Operating Expenses.

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

    "Note" shall have the meaning set forth in the recitals hereof and shall 
specifically exclude each Defeased Note.

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

    "Notice of Borrowing" shall be an irrevocable notice signed by an 
authorized representative of each Cross-collateralized Borrower, which notice 
(a) shall request an Expansion Funding in

                                       23

<PAGE>

an amount not more than the Expansion Funding Amount for each applicable 
Expansion Space and not less than $3,000,000 in the aggregate (except that 
any Notice of Borrowing may be in an amount equal to the balance of the Funds 
in the Expansion Account if such balance is less than the Expansion Funding 
Amount), (b) shall indicate the Cross-collateralized Property or 
Cross-collateralized Properties with respect to which such Expansion Funding 
is requested, (c) shall set forth in reasonable detail the calculations of 
the Expansion Net Cash Flow, the Aggregate Debt Service Coverage, and the 
Expansion Funding Amount for each Expansion Space for which an Expansion 
Borrowing is requested, (d) shall certify that no Event of Default has 
occurred and is then continuing or, if an Event of Default has occurred and 
is then continuing, indicate the nature of such Event of Default, and (e) 
shall otherwise be in form and substance satisfactory to Beneficiary.

    "NP Funding" shall mean a funding of the Loan pursuant to Section 18.34
hereof.

    "NP Funding Amount" shall mean $32,500,000.

    "O&M Operative Period" shall mean the period of time commencing upon the 
occurrence of an Event of Default and ending upon the earlier to occur of (a) 
the acceleration of the Loan by Beneficiary or (b) the cure of such Event of 
Default by Grantor.

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

    "Operating Budget" shall have the meaning set forth in Section 2.09(j) 
hereof.

    "Operating Expenses" shall mean, for the twelve (12) calendar months 
prior to the date of determination, all expenses directly attributable to the 
operation, repair and/or maintenance of the Trust Property including, without 
limitation, Impositions, ground rents, insurance premiums, management fees, 
marketing and promotion expenses (to the extent not reimbursed or 
reimbursable by tenants under Space Leases), reserves for bad debts, general 
administration costs and costs attributable to the operation, repair and 
maintenance of the systems for heating, ventilating and air conditioning the 
Improvements and actually incurred by Grantor.  Operating Expenses shall not 
include interest, principal and premium, if any, due under the Note or 
otherwise in connection with the Debt, income taxes, extraordinary capital 
improvements costs, or any non-cash charge or expense such as depreciation or 
amortization. 

                                       24

<PAGE>

    "Operating Income" shall mean, for the twelve (12) calendar months prior 
to the date of determination, all revenue derived by Grantor arising from the 
Trust Property including, without limitation, rental revenues (whether 
denominated as basic rent, additional rent, percentage rent, escalation 
payments, electrical payments or otherwise and including only that which is 
actually due and payable in such Fiscal Year or portion thereof) and other 
fees and charges payable pursuant to Leases or otherwise in connection with 
the Trust Property, and business interruption, rent or other similar 
insurance proceeds.  Operating Income shall not include (a) Insurance 
Proceeds (other than proceeds of rent, business interruption or other similar 
insurance allocable to the applicable period) and Condemnation Proceeds 
(other than Condemnation Proceeds arising from a temporary taking or the use 
and occupancy of all or part of the applicable Trust Property allocable to 
the applicable period), or interest accrued on such Insurance Proceeds or 
Condemnation Proceeds , (b) proceeds of any financing, (c) proceeds of any 
sale, exchange or transfer of the Trust Property or any part thereof or 
interest therein, (d) capital contributions or loans to Grantor or an 
Affiliate of Grantor, (e) any item of income otherwise includable in 
Operating Income but paid directly by any tenant to a Person other than 
Grantor except for real estate taxes paid directly to any taxing authority by 
any tenant, (f) any other extraordinary, non-recurring revenues, (g) Rent 
paid by or on behalf of any lessee under a Space Lease in whole or in partial 
consideration for the termination of any Space Lease which, when added to all 
Rents received during the twelve calendar months prior to the date of 
determination pursuant to the terminated Space Lease, plus any Rents received 
pursuant to any Space Lease which replaced the Space Lease which was 
terminated, exceeds the annualized Rent which otherwise would be paid 
pursuant to the Space lease which was terminated or (h) any sums received by 
Grantor pursuant to the Rate-cap Agreement.

    "Operations and Maintenance Expense Monthly Installment" shall mean, with 
respect to each Current Month in which funds in the Cash Collateral Account 
are required to be allocated or distributed to the Operations and Maintenance 
Expense Sub-Account pursuant to the terms of Section 5.05 hereof, the lesser 
of (a) all amounts remaining in the Cash Collateral Account after the 
distributions made pursuant to clauses (a) through (d) of Section 5.05 hereof 
or (b) (i) prior to the Optional Prepayment Date, an amount equal to 1/12 of 
the product of (x) 1.05 and (y) the aggregate actual Operating Expenses 
(exclusive of Impositions, ground rents and insurance premiums) for the 
immediately preceding calendar year or (ii) from and after the Optional 
Prepayment Date such amount as Beneficiary shall in consultation with Grantor 
reasonably determine.  In the event that funds in the Cash Collateral Account 
are not required to be allocated or distributed pursuant to the terms of 
Section 5.05 hereof to the 
                                       25

<PAGE>

Operations and Maintenance Expense Sub-Account, the Operations and 
Maintenance Expense Monthly Installment shall be zero.

    "Operations and Maintenance Expense Sub-Account" shall mean the 
Sub-Account of the Cash Collateral Account established pursuant to Section 
5.02 hereof and maintained pursuant to Section 5.12 hereof relating to the 
payment of Operating Expenses (exclusive of Impositions, ground rents and 
insurance premiums).

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

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

    "Payment Date" shall mean, with respect to each month, the eleventh 
(11th) calendar day in such month, or if such day is not a Business Day, the 
next following Business Day.

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

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

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

         (i)  obligations of, or obligations fully guaranteed as to payment
    of principal and interest by, the United States of America or any agency or
    instrumentality thereof provided such obligations are backed by the full
    faith and credit of the United States of America including, without
    limitation, obligations of:  the U.S. Treasury (all direct or fully
    guaranteed obligations), the Farmers Home Administration (certificates of
    beneficial ownership), the General Services Administration (participation
    certificates), the U.S. Maritime Administration (guaranteed Title XI
    financing), the Small Business Administration (guaranteed participation
    certificates and guaranteed pool
                                       26

<PAGE>

    certificates), the U.S. Department of Housing and Urban Development 
    (local authority bonds) and the Washington Metropolitan Area 
    Transit Authority (guaranteed transit bonds); provided, however,
    that the investments described in this clause must (A) have a
    predetermined fixed dollar of principal due at maturity that cannot vary or
    change, (B) if rated by Standard & Poor's, must not have an "r" highlighter
    affixed to their rating, (C) if such investments have a variable rate of
    interest, such interest rate must be tied to a single interest rate index
    plus a fixed spread (if any) and must move proportionately with that index,
    and (D) such investments must not be subject to liquidation prior to their
    maturity;

         (ii)  Federal Housing Administration debentures;

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

         (iv)  federal funds, unsecured certificates of deposit, time
    deposits, bankers' acceptances and repurchase agreements with maturities of
    not more than 365 days of any bank, the short term obligations of which are
    rated in the highest short term rating category by each Rating Agency (or,
    if not rated by any Rating Agency other than Standard & Poor's, otherwise
    acceptable to such Rating Agency or Agencies, as applicable, as confirmed
    in writing that such investment would not in and of itself, result in a
    downgrade, qualification or withdrawal of the then current ratings assigned
    to any certificates issued in connection with a Securitization); provided,
    however, that the investments described in this clause must (A) have a
    predetermined fixed dollar of principal due at maturity that cannot vary or
    change, (B) if rated by Standard & Poor's, must not have an "r" highlighter
    affixed to their rating, (C) if such investments have a variable rate of
    interest, 
                                       27

<PAGE>

    such interest rate must be tied to a single interest rate index
    plus a fixed spread (if any) and must move proportionately with that index,
    and (D) such investments must not be subject to liquidation prior to their
    maturity;

         (v)  fully Federal Deposit Insurance Corporation-insured demand and
    time deposits in, or certificates of deposit of, or bankers' acceptances
    issued by, any bank or trust company, savings and loan association or
    savings bank, the short term obligations of which are rated in the highest
    short term rating category by each Rating Agency (or, if not rated by any
    Rating Agency other than Standard & Poor's, otherwise acceptable to such
    Rating Agency or Agencies, as applicable, as confirmed in writing that such
    investment would not, in and of itself, result in a downgrade,
    qualification or withdrawal of the then current ratings assigned to any
    certificates issued in connection with a Securitization); provided,
    however, that the investments described in this clause must (A) have a
    predetermined fixed dollar of principal due at maturity that cannot vary or
    change, (B) if rated by Standard & Poor's, must not have an "r" highlighter
    affixed to their rating, (C) if such investments have a variable rate of
    interest, such interest rate must be tied to a single interest rate index
    plus a fixed spread (if any) and must move proportionately with that index,
    and (D) such investments must not be subject to liquidation prior to their
    maturity;

         (vi)  debt obligations with maturities of not more than 365 days and
    rated by each Rating Agency (or, if not rated by any Rating Agency other
    than Standard & Poor's, otherwise acceptable to such Rating Agency or
    Agencies, as applicable, as confirmed in writing that such investment would
    not, in and of itself, result in a downgrade, qualification or withdrawal
    of the then current ratings assigned to any certificates issued in
    connection with a Securitization) in its highest long-term unsecured rating
    category; provided, however, that the investments described in this clause
    must (A) have a predetermined fixed dollar of principal due at maturity
    that cannot vary or change, (B) if rated by Standard & Poor's, must not
    have an "r" highlighter affixed to their rating, (C) if such investments
    have a variable rate of interest, such interest rate must be tied to a
    single interest rate index plus a fixed spread (if any) and must move
    proportionately with that index, and (D) such investments must not be
    subject to liquidation prior to their maturity;

         (vii)  commercial paper (including both non-interest-bearing discount
    obligations and interest-bearing obligations payable on demand or on a
    specified date not more than one year after the date of issuance thereof)

                                       28

<PAGE>

    with maturities of not more than 365 days and that is rated by each Rating
    Agency (or, if not rated by any Rating Agency other than Standard & Poor's,
    otherwise acceptable to such Rating Agency or Agencies, as applicable, as
    confirmed in writing that such investment would not, in and of itself,
    result in a downgrade, qualification or withdrawal of the then current
    ratings assigned to any certificates issued in connection with a
    Securitization) in its highest short-term unsecured debt rating; provided,
    however, that the investments described in this clause must (A) have a
    predetermined fixed dollar of principal due at maturity that cannot vary or
    change, (B) if rated by Standard & Poor's, must not have an "r" highlighter
    affixed to their rating, (C) if such investments have a variable rate of
    interest, such interest rate must be tied to a single interest rate index
    plus a fixed spread (if any) and must move proportionately with that index,
    and (D) such investments must not be subject to liquidation prior to their
    maturity; 

         (viii)  the Federated Prime Obligation Money Market Fund (the "Fund")
    so long as the Fund is rated "AAA" by each Rating Agency (or, if not rated
    by any Rating Agency other than Standard & Poor's, otherwise acceptable to
    such Rating Agency or Agencies, as applicable, as confirmed in writing that
    such investment would not, in and of itself, result in a downgrade,
    qualification or withdrawal of the then current ratings assigned to any
    certificates issued in connection with a Securitization);

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

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

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

                                       29

<PAGE>

underlying investment provides a yield to maturity in excess of 120% of the 
yield to maturity at par of such underlying investment.

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

    "Plan" shall mean an employee benefit or other plan established or 
maintained by Grantor or any ERISA Affiliate during the five-year period 
ended prior to the date of this Deed of Trust or to which Grantor or any 
ERISA Affiliate makes, is obligated to make or has, within the five year 
period ended prior to the date of this Deed of Trust, been required to make 
contributions (and that is covered by Title IV of ERISA or Section 302 of 
ERISA or Section 412 of the Code), other than a Multiemployer Plan.

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

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

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

    "PRLP" shall mean Prime Retail, L.P., a Delaware limited partnership.

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

    "Property Collection Account" shall mean an Eligible Account maintained 
in the joint names of Grantor and Beneficiary or such other name as 
Beneficiary may designate in writing; provided, however, if sums on deposit 
in the Property Collection Account are being transferred to the Cash 
Collateral Account on a daily basis, the provisions of clauses (i) and (ii) 
of the definition

                                       30


<PAGE>


of Eligible Account shall not be applicable to the Property Collection 
Account.

    "Property Collection Account Bank" shall have the meaning set forth in 
Section 5.01 hereof.

    "Rate-cap Agreement" shall mean those certain interest rate protection 
agreements entered into by the Cross-collateralized Borrowers in accordance 
with the terms hereof or of the other Loan Documents and any similar interest 
rate cap or collar agreements and any similar interest rate cap or collar 
agreements subsequently entered into in replacement or substitution therefor 
by the Cross-collateralized Borrowers with respect to the Loan.

    "Rating Agency" shall mean Standard & Poor's Rating Group, a division of 
McGraw-Hill, Inc. ("Standard & Poor's"), Fitch Investors Services, Inc., 
Moody's Investors Service, Inc. ("Moody's") and Duff & Phelps Credit Rating 
Co., collectively, and any successor to any of them; provided, however, that 
at any time after a Securitization, "Rating Agency" shall mean those of the 
foregoing rating agencies that from time to time rate the securities issued 
in connection with such Securitization.

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

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

    "Recurring Capital Expenditure Monthly Installment" shall mean an amount
per month equal to the Initial Capital Expenditure Deposit until the first (1st)
anniversary of the date hereof, and an amount per month in each subsequent Loan
Year or portion thereof occurring prior to the Maturity Date equal to the
product of (a) the Initial Capital Expenditure Deposit and (b) a fraction, the
numerator of which is the CPI for the month of November of the calendar year
immediately preceding the year with respect to which the determination is being
made and the denominator of which is the CPI for the month of November, 1996,
but in no event shall the Recurring Capital Expenditure Monthly Amount as
calculated above be decreased in any year.

    "REIT" shall mean Prime Retail, Inc., a Maryland corporation.

    "Release" shall have the meaning set forth in Section 15.02 hereof. 

    "Release Price" shall mean an amount calculated in accordance with the
provisions of Section 15.02 hereof.

                                          31

<PAGE>

    "Renovation Funds" shall have the meaning set forth in Section 8.01(c)
hereof.

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

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

    "Required Debt Service Coverage" shall mean a Debt Service Coverage of not
less than 1.15.

    "Required Debt Service Payment" shall mean, as of any Payment Date, the
amount of interest and principal then due and payable pursuant to the Note,
together with any other sums due thereunder, including, without limitation, any
prepayments or defeasances, as applicable, required to be made or for which
notice has been given under this Deed of Trust, Default Rate Interest and
premium, if any, paid in accordance therewith; provided, however, at any time
after the Optional Prepayment Date and prior to Maturity, the Required Debt
Service Payment shall not be deemed to include principal or interest in the
amount which is due and payable pursuant to Section 2.01(a)(ii) of the Note.

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

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

    "Scheduled Defeasance Payments" shall mean:

         (a)  with respect to a defeasance of the Loan in whole, payments on or
    prior to, but as close as possible to (i) each scheduled Payment Date,
    after the date of defeasance and through and including the Optional
    Prepayment Date, upon which interest payments or interest and Principal
    Payments are required under the Loan Documents and in amounts equal to the
    scheduled payments due on such dates under the Loan Documents and (ii) the
    Optional Prepayment Date, of the Principal Amount and any accrued and
    unpaid interest thereon; or

         (b)  with respect to any defeasance of the Loan in part, payments on
    or prior to, but as close as possible to, (i) each scheduled Payment Date
    after the date of defeasance through and including the Optional Prepayment
    Date, of a proportionate share (based on the percentage of outstanding
    principal prior to the defeasance represented by the amount of principal
    defeased) of the monthly installments of principal and interest and (ii)
    the Optional Prepayment

                                          32

<PAGE>

    Date, of the unpaid portion of the amount of the Principal Amount so 
    defeased and any accrued and unpaid interest thereon.

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

    "Securitization" shall mean a public or private offering of securities by
Beneficiary or any of its Affiliates or their respective successors and assigns
which are collateralized, in whole or in part, by the Cross-collateralized
Mortgages.

    "Security Agreement" shall have the meaning set forth in Section 15.01
hereof.

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

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

    "Solvent" shall mean, as to any Person, that (a) the sum of the assets of
such Person, at a fair valuation, exceeds its liabilities, including contingent
liabilities, (b) such Person has sufficient capital with which to conduct its
business as presently conducted and as proposed to be conducted and (c) such
Person has not incurred debts, and does not intend to incur debts, beyond its
ability to pay such debts as they mature.  For purposes of this definition,
"debt" means any liability on a claim, and "claim" means (a) a right to payment,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured, or (b) a right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured, or unsecured.  With respect to any
such contingent liabilities, such liabilities shall be computed in accordance
with GAAP at the amount which, in light of all the facts and circumstances
existing at the time,

                                          33

<PAGE>

represents the amount which can reasonably be expected to become an actual or 
matured liability.

    "Space Leases" shall mean any Lease or sublease thereunder (including,
without limitation, any Major Space Lease) or any other agreement providing for
the use and occupancy of a portion of the Trust Property for commercial or
retail purposes, as the same may be amended, renewed or supplemented.

    "SPC" shall mean Prime Retail Finance, Inc., a Maryland corporation or
Prime Retail Finance II, Inc., a Maryland corporation, whichever is a general
partner of Grantor as of the Closing Date.

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

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

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

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

    "Substantial Taking" shall have the meaning set forth in Section 6.01(b)
hereof.

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

    "Total Aggregate GLA" shall mean the total gross leasable area of all
Cross-collateralized Properties, including all Space Leases thereof as certified
by each Cross-collateralized Borrower pursuant to Section 2.09 hereof.

    "Total GLA" shall mean the total gross leasable area of the Trust Property,
including all Space Leases as certified by Grantor pursuant to Section 2.09
hereof.  

    "Transfer" shall mean the conveyance, assignment, sale, mortgaging,
encumbrance, pledging, hypothecation, granting of a security interest in,
granting of options with respect to, or other disposition of (directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, and
whether or not for consideration or of record) all or any portion of any legal
or beneficial interest (a) in all or any portion of the Trust Property
(exclusive of any transfer of an Out-Parcel made

                                          34

<PAGE>

in accordance with Section 15.04 hereof), (b) in Grantor, (c) in the stock of 
SPC, or (d) in the general partnership interests in PRLP and shall also 
include, without limitation to the foregoing, the following: an installment 
sales agreement wherein Grantor agrees to sell the Trust Property or any part 
thereof or any interest therein for a price to be paid in installments; an 
agreement by Grantor leasing all or a substantial part of the Trust Property 
to one or more Persons pursuant to a single or related transactions (but 
shall not include agreements to enter into Space Leases in the ordinary 
course of Grantor's business), or a sale, assignment or other transfer of, or 
the grant of a security interest in, Grantor's right, title and interest in 
and to any Leases or any Rent; any instrument subjecting the Trust Property 
to a condominium regime or transferring ownership to a cooperative 
corporation; the dissolution or termination of Grantor or the merger or 
consolidation of Grantor with any other Person; provided, however, that 
"Transfer" shall not include any sale or transfer of any securities of the 
REIT or the limited partnership interests in PRLP or, if Grantor is a limited 
partnership, one or more transfers of the limited partnership interests in 
Grantor which, individually or in the aggregate, do not exceed 49.9% of the 
total limited partnership interests in Grantor.

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

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

    "Unscheduled Payments" shall mean (a) all Loss Proceeds that Grantor has
elected or is required to apply to the repayment of the Debt pursuant to this
Deed of Trust, the Note or any other Loan Documents, (b) any funds representing
a voluntary or involuntary principal prepayment or defeasance other than
scheduled Principal Payments, (c) any Net Proceeds and (d) any amounts applied
to the repayment or defeasance of the Debt from the Curtailment Reserve Fund
Sub-Account pursuant to Section 5.13 hereof.

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

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

                                          35

<PAGE>

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

                          ARTICLE II:  COVENANTS, WARRANTIES
                           AND REPRESENTATIONS OF GRANTOR  

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

    Section 2.02.  Representations and Warranties of Grantor.  Grantor
represents and warrants to Beneficiary as of the date hereof: 

    (a)  Organization and Authority.  Grantor and each General Partner which is
not a corporation (i) is a general partnership or limited partnership, as the
case may be, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its formation, (ii) has all requisite power and
authority and all necessary licenses and permits to own and operate the Trust
Property and to carry on its business as now conducted and as presently proposed
to be conducted and (iii) is duly qualified, authorized to do business and in
good standing in the jurisdiction where the Trust Property is located and in
each other jurisdiction where the conduct of its business or the nature of its
activities makes such qualification necessary.  Each General Partner which is a
corporation is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation.

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

    (c)  Authorization of Borrowing.  The execution, delivery and performance
of the Loan Documents to which Grantor is a party, the making of the borrowings
thereunder, the execution and delivery of the Note, the grant of the liens on
the Trust Property pursuant to the Loan Documents to which Grantor is a party
and the consummation of the Loan are within the powers of Grantor and have been
duly authorized by Grantor and the General Partners by all requisite action (and
Grantor hereby represents that no approval or action of any limited partner of
Grantor is required to authorize any of the Loan Documents to which Grantor is a
party) and will constitute the legal, valid and binding obligation of Grantor,
enforceable against Grantor in accordance with their respective terms, except as
enforcement may be stayed

                                          36

<PAGE>

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

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

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

    (f)  Other Agreements.  Grantor is not a party to nor is otherwise bound by
any agreements or instruments which, individually or in the aggregate, are
reasonably likely to have a Material Adverse Effect.  Neither Grantor nor any
General Partner is in violation of its partnership agreement or articles of
incorporation or bylaws, as applicable or, to the best of its knowledge, any
other restriction or any agreement or instrument by which it is bound, or any
judgment, decree, writ, injunction, order or award of any arbitrator, court or
Governmental Authority, or any Legal Requirement, in each case, applicable to
Grantor or the Trust Property, except for such violations that would not,
individually or in the aggregate, have a Material Adverse Effect.

    (g)  Lien on Collateral.  Upon the recording of this Deed of Trust, the
filing of financing statements pursuant to the UCC, and the taking of possession
as to certain portions of the Trust Property as herein provided, Beneficiary
shall have a valid first, prior and, to the extent that perfection can be

                                          37

<PAGE>

accomplished by such recording, filing or possession, perfected lien and
security interest on the Trust Property, free and clear of all liens, except the
Permitted Encumbrances.

    (h)  Maintenance of Existence.  (i)   Grantor and SPC at all times since
their formation have been duly formed and existing and shall preserve and keep
in full force and effect their existence as a Single Purpose Entity.

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

         (iii)   All customary formalities regarding the partnership or
    corporate existence, as applicable, of Grantor and each General Partner
    have been observed at all times since its formation and will continue to be
    observed.

          (iv)  Grantor and each General Partner have at all times accurately
    maintained, and will continue to accurately maintain, their respective
    financial statements, accounting records and other partnership or corporate
    documents separate from those of any other Person.  Grantor and each
    General Partner have not at any time since their formation commingled, and
    will not commingle, their respective assets with those of any other Person. 
    Grantor has at all times since its formation accurately maintained, and
    will continue to accurately maintain, its own bank accounts, payroll and
    separate books of account.

           (v)   Grantor and each General Partner have at all times paid, and
    will continue to pay, their own liabilities from their own separate assets.

          (vi)   Grantor and each General Partner have at all times identified
    themselves, and will continue to identify themselves, in all dealings with
    the public, under their own names and as separate and distinct entities. 
    PRLP, in its capacity as general partner of Grantor, conducts certain
    business activities on behalf of Grantor, and Grantor reimburses PRLP for
    such services. In such activities, PRLP specifies that it is acting in such
    capacity. Grantor and each General Partner have not at any time identified
    themselves, and will not identify themselves, as being a division of any
    other Person.

                                          38

<PAGE>

         (vii)  Grantor and SPC has been at all times, and will continue to be,
    adequately capitalized in light of the nature of their respective
    businesses.

         (viii)  Any borrowings made by Grantor do not and will not render
    Grantor insolvent; Grantor is not contemplating either the filing of a
    petition by it under any state or federal bankruptcy or insolvency laws or
    the liquidation of all or a major portion of its property, and Grantor has
    no knowledge of any Person contemplating the filing of any such petition
    against it.

          (ix)  Grantor (A) does not own and will not own any encumbered asset
    other than the Trust Property, (B) is not engaged and will not engage in
    any business other than the ownership, development, management and
    operation of the Trust Property, (C) will not enter into any contract or
    agreement with any Affiliate of Grantor or any Affiliate of a General
    Partner except upon terms and conditions that are no less favorable to
    Grantor than those that would be available on an arm's-length basis with
    third parties other than an Affiliate, (D) has no outstanding debt (other
    than debts which will be satisfied on the Closing Date out of proceeds of
    the Loan) and will not incur any debt, secured or unsecured, direct or
    contingent (including guaranteeing any obligation), other than the Loan,
    and (E) has not made and will not make any loans or advances to any Person
    (including any Affiliate).

           (x)  Grantor will not change its name or principal place of business
    without giving Beneficiary thirty (30) days prior written notice thereof.

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

         (xii)  Grantor will preserve and maintain its existence as a limited
    or general partnership, as applicable, and all material rights, privileges
    and franchises.

        (xiii)  Neither Grantor, nor SPC will merge or consolidate with, or
    sell all or substantially all of its respective assets to any Person, or
    liquidate, wind up or dissolve itself (or suffer any liquidation, winding
    up or dissolution).  Grantor will not acquire any business or assets
    (except assets which constitute the Trust Property) from, or capital stock
    or other ownership interest of, or be a party to any acquisition of, any
    Person.

    (i)  No Defaults.  No Default or Event of Default has occurred and is
continuing or would occur as a result of the consummation of the transactions
contemplated by the Loan

                                          39

<PAGE>

Documents.  Grantor is not in default in the payment or performance of any of 
its Contractual Obligations in any respect  which could or would have a 
Material Adverse Effect.

    (j)  Governmental Consents and Approvals.  Grantor and each General Partner
have obtained or made all necessary (i) consents, approvals and authorizations,
and registrations and filings of or with all Governmental Authorities and
(ii) consents, approvals, waivers and notifications of partners, stockholders,
creditors, lessors and other nongovernmental Persons, in each case, which are
required to be obtained or made by Grantor or the General Partners in connection
with the execution and delivery of, and the performance by Grantor of its
obligations under, the Loan Documents.

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

    (l)  Compliance with Law.  Grantor is in compliance in all material
respects with all Legal Requirements to which it or the Trust Property is
subject, including, without limitation, all Environmental Statutes, the
Occupational Safety and Health Act of 1970, the Americans with Disabilities Act
and ERISA.

    (m)  Financial Information.  All financial data that has been delivered by
Grantor to Beneficiary (i) is complete and correct in all material respects,
(ii) accurately represents in all material respects the financial condition and
results of operations of the Persons covered thereby as of the date on which the
same shall have been furnished, and (iii) has been prepared in accordance with
GAAP (or such other accounting basis as is reasonably acceptable to Beneficiary)
throughout the periods covered.  As of the date hereof, neither Grantor nor any
General Partner has any contingent liability, liability for taxes or other
unusual or forward commitment not reflected in such financial statements
delivered to Beneficiary but which should have been reflected in such financial
statements.  Since the date of the last financial statements delivered by
Grantor to Beneficiary except as otherwise disclosed in such financial
statements or notes thereto, there has been no change in the assets, liabilities
or financial position of Grantor nor any General Partner, or in the results of
operations of Grantor which would have a Material Adverse Effect.  Neither
Grantor nor any General Partner has incurred any obligation or liability,
contingent or otherwise not reflected in such financial statements which would
have a Material Adverse Effect.

    (n)  Transaction Brokerage Fees.   There are no brokerage fees, commissions
or other similar expenses payable in connection with the transactions
contemplated by the Loan Documents.

                                          40

<PAGE>

Grantor hereby agrees to indemnify and hold Beneficiary harmless from and 
against any and all claims, liabilities, costs and expenses of any kind in 
any way relating to or arising from (i) a claim by any Person that such 
Person acted on behalf of Grantor in connection with the transactions 
contemplated herein or (ii) any breach of the foregoing representation.  The 
provisions of this subsection (n) shall survive the repayment of the Debt.

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

    (p)  Pending Litigation.  Except as set forth in the certificate delivered
to Beneficiary on the date hereof, there are no actions, suits or proceedings
pending or, to the best knowledge of Grantor, threatened against or affecting
Grantor or the Trust Property in any court or before any Governmental Authority
which if adversely determined, either individually or collectively, has or is
reasonably likely to have a Material Adverse Effect.  Grantor is not in default
with respect to any order of any court or Governmental Authority and the
execution and delivery of, and the performance by Grantor of its obligations
under, each of the Loan Documents will not cause or result in any such default.

    (q)  Solvency; No Bankruptcy.  Each of Grantor and the General Partners (i)
is and has at all times been Solvent and will remain Solvent immediately upon
the consummation of the transactions contemplated by the Loan Documents (ii) is
free from bankruptcy, reorganization or arrangement proceedings or a general
assignment for the benefit of creditors and (iii) is not contemplating the
filing of a petition under any state or federal bankruptcy or insolvency laws or
the liquidation of all or a major portion of such Person's assets or property
and Grantor has no knowledge of any Person contemplating the filing of any such
petition against it or any of the General Partners.

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

                                          41

<PAGE>

    (s)  Tax Filings.  Grantor and each General Partner have filed all federal,
state and local tax returns required to be filed and have paid or made adequate
provision for the payment of all federal, state and local taxes, charges and
assessments payable by Grantor and the General Partners.  Grantor and the
General Partners believe that their respective tax returns properly reflect the
income and taxes of Grantor and the General Partner for the periods covered
thereby, subject only to reasonable adjustments required by the Internal Revenue
Service or other applicable tax authority upon audit.

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

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

         (b)  Grantor will furnish to Beneficiary as soon as possible, and in
any event within twenty (20) days after Grantor knows or has reason to believe
that any of the events or conditions specified below with respect to any Plan,
Welfare Plan or Multiemployer Plan has occurred or exists, a statement signed by
a senior financial officer of Grantor setting forth details respecting such
event or condition and the action, if any, that Grantor or its ERISA Affiliate
proposes to take with respect thereto (and a copy of any report or notice
required to be filed with or given to PBGC (or any other relevant Governmental
Authority) by Grantor or an ERISA Affiliate with respect to such

                                          42

<PAGE>

event or condition, if such report or notice is required to be filed with the 
PBGC or any other relevant Governmental Authority:

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

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

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

             (iv)  the complete or partial withdrawal from a Multiemployer Plan
         by Grantor or any ERISA Affiliate that results in liability under
         Section 4201 or 4204 of ERISA (including the obligation to satisfy
         secondary liability as a result of a purchaser default) or the receipt
         by Grantor or any ERISA Affiliate of notice from a Multiemployer Plan
         that it is in reorganization or insolvency pursuant to Section 4241 or
         4245 of ERISA or that it intends to terminate or has terminated under
         Section 4041A of ERISA;

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

             (vi)  the adoption of an amendment to any Plan that, pursuant to
         Section 401(a)(29) of the Code or Section 307 of ERISA, would result
         in the loss of tax-

                                          43

<PAGE>

         exempt status of the trust of which such Plan is a part if Grantor 
         or an ERISA Affiliate fails to timely provide security to the Plan 
         in accordance with the provisions of said Sections; or

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

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

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

    Section 2.03.  Further Acts, etc.  Grantor will, at the cost of Grantor,
and without expense to Beneficiary, do, execute, acknowledge and deliver all and
every such further acts, deeds, conveyances, deeds of trust, assignments,
notices of assignments, transfers and assurances as Beneficiary or Deed Trustee
shall, from time to time, reasonably require, for the better assuring,
conveying, assigning, transferring, and confirming unto Beneficiary the property
and rights hereby given, granted, bargained, sold, alienated, enfeoffed,
conveyed, confirmed, pledged, assigned and hypothecated, or which Grantor may be
or may hereafter become bound to convey or assign to Beneficiary and Deed
Trustee, or for carrying out or facilitating the performance of the terms of
this Deed of Trust or for filing, registering or recording this Deed of Trust
and, on demand, will execute and deliver and hereby authorizes Beneficiary to
execute in the name of Grantor or without the signature of Grantor to the extent
Beneficiary may lawfully do so, one or more financing statements,

                                          44

<PAGE>

chattel mortgages or comparable security instruments, to evidence more 
effectively, perfect or continue the perfection of the lien hereof upon the 
Trust Property. Grantor grants to Beneficiary an irrevocable power of 
attorney coupled with an interest for the purpose of protecting, perfecting 
and preserving the interests granted pursuant to this Deed of Trust, all as 
fully and effectually as Grantor might or could do; and Grantor hereby 
ratifies all that Beneficiary shall lawfully do or cause to be done by virtue 
hereof.

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

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

    (a)  Lien Priority.  This Deed of Trust is a valid and enforceable first
lien on the Trust Property, free and clear of all encumbrances and liens having
priority over the lien of this Deed of Trust, except for the items set forth as
exceptions to or subordinate matters in the title insurance policy insuring the
lien of this Deed of Trust, none of which, individually or in the aggregate,
materially interfere with the benefits of the security intended to be provided
by this Deed of Trust , materially affect the value or marketability of the
Trust Property, materially

                                          45

<PAGE>

impair the use or operation of the Trust Property or materially impair 
Grantor's ability to pay its obligations in a timely manner (such items being 
the "Permitted Encumbrances").

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

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

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

    (e)  Completion; Encroachment.  All Improvements necessary for the
efficient use and operation of the Premises which were included for purposes of
determining the appraised value of the Trust Property in the Appraisal, have
been completed and none of

                                          46

<PAGE>

said Improvements lie outside the boundaries and building restriction lines 
of the Premises.  Except as set forth in the title insurance policy insuring 
the lien of this Deed of Trust, no improvements on adjoining properties 
encroach upon the Premises.

    (f)  Separate Lot.  Except as previously disclosed to Beneficiary in
writing, the Premises are taxed separately without regard to any other real
estate and constitute a legally subdivided lot under all applicable Legal
Requirements (or, if not subdivided, no subdivision or platting of the Premises
is required under applicable Legal Requirements), and for all purposes may be
mortgaged, conveyed or otherwise dealt with as an independent parcel.

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

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

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

    (j)  Property Proceedings.  There are no actions, suits or proceedings
pending or, to the best of Grantor's knowledge, threatened in any court or
before any Governmental Authority or arbitration board or tribunal (i) relating
to (A) the zoning of the Premises or any part thereof (other than administrative
actions or proceedings relating to applications therefor or renewals thereof in
the ordinary course of business which are not

                                          47

<PAGE>

reasonably likely to have a Material Adverse Effect), (B) any certificates of 
occupancy, licenses, registrations, permits, consents or approvals issued 
with respect to the Trust Property or any part thereof (other than 
administrative actions or proceedings relating to applications therefore or 
renewals thereof in the ordinary course of business which are not reasonably 
likely to have a Material Adverse Effect on the value of the Trust Property), 
(C) the condemnation of the Trust Property or any part thereof, or (D) the 
condemnation or relocation of any roadways abutting the Premises required for 
access or the denial or limitation of access to the Premises or any part 
thereof from any point of access to the Premises, (ii) asserting that (A) any 
such zoning, certificates of occupancy, licenses, registrations, permits, 
consents and/or approvals do not permit the operation of any material portion 
of the Realty as presently being conducted, (B) any material improvements 
located on the Trust Property or any part thereof cannot be located thereon 
or operated with their intended use or (C) the operation of the Trust 
Property or any part thereof is in violation in any material respect of any 
Environmental Statutes, Development Laws or other Legal Requirements or Space 
Leases or Property Agreements or (iii) which (A) might affect the validity or 
priority of any Loan Document or (B) have a Material Adverse Effect.  Grantor 
is not aware of any facts or circumstances which are reasonably likely to 
give rise to any actions, suits or proceedings described in the preceding 
sentence.

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

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

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

                                          48

<PAGE>

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

    (o)  Space Leases.

                (i)   Grantor has delivered a true, correct and complete
         schedule of all Space Leases as of the date hereof, which, together
         with the lease abstracts required pursuant to clause (vii) of this
         Section 2.05(o) accurately and completely sets forth in all material
         respects, for each such Space Lease, the  following (collectively, the
         "Rent Roll"): the name and address of the tenant with the name, title
         and telephone number of the contact person of such tenant; the lease
         expiration date, extension and renewal provisions; the base rent and
         percentage rent payable; all additional rent and pass-through
         obligations; and the security deposit held thereunder and the location
         of such deposit.

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

              (iii)   No tenant under any Space Lease has, as of the date
         hereof, paid Rent more than thirty (30) days in advance, and the Rents
         under such Space Leases have not been waived, released, or otherwise
         discharged or compromised for any period prior to the date hereof, if
         such waiver, release, discharge or compromise could have a Material
         Adverse Effect, or for any future period after the date hereof (other
         than, with respect to any future period after the date hereof, Rents
         aggregating not more than $10,000).

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

                (v)   Except as previously disclosed to Beneficiary in writing,
         no tenant under a Lease has any

                                          49

<PAGE>

         options to terminate any Space Lease or right of first refusal 
         to purchase any portion of the Trust Property set forth in any 
         Space Lease.

               (vi)   Except as disclosed on the Rent Roll or as previously
         disclosed to Beneficiary in writing, each tenant under a Major Space
         Lease has entered into occupancy of the demised premises to the extent
         required under the terms of its Major Space Lease, and each such
         tenant is open and conducting business with the public in the demised
         premises.  Except as disclosed on the Rent Roll or as previously
         disclosed to Beneficiary in writing, each tenant under a Lease other
         than a Major Space Lease has entered into occupancy of its demised
         premises under its Lease to the extent required under the terms of its
         Lease and each such tenant is open and conducting business with the
         public in the demised premises.  

              (vii)   Grantor has delivered to Beneficiary true, correct and
         complete copies of lease abstracts for each Lease described in the
         Rent Roll, and true, correct and complete copies of all Space Leases
         described in the Rent Roll.

              (viii)   Each Space Lease is in full force and effect and (except
         as disclosed on the Rent Roll) has not been assigned, modified,
         supplemented or amended in any way.

               (ix)   Except as disclosed on the Rent Roll or as previously
         disclosed to Beneficiary in writing, to the best of Grantor's
         knowledge, each tenant under each Space Lease is free from bankruptcy,
         reorganization or arrangement proceedings or a general assignment for
         the benefit of creditors.

                (x)   No Space Lease provides any party with the right to obtain
         a lien or encumbrance upon the Trust Property superior to the lien of
         this Deed of Trust other than rights to possession as tenant as
         disclosed in the title insurance policy insuring the lien of this Deed
         of Trust.

    (p)  Property Agreements.

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

               (ii)   No Property Agreement provides any party with the right to
         obtain a lien or encumbrance upon the

                                          50

<PAGE>

         Trust Property superior to the lien of this Deed of Trust.

              (iii)   Neither Grantor nor any other party to any Property
         Agreement affecting the Trust Property is in default of its monetary
         or other material obligations thereunder beyond any notice and
         applicable grace period and no event has occurred which, with the
         giving of notice or the passage of time, or both, would constitute
         such a monetary default or, to the best knowledge of Grantor after due
         inquiry, any such other default, in each case which would have a
         Material Adverse Effect.

               (iv)   Grantor has not received or given any written
         communication which alleges that a material default exists or, with
         the giving of notice or the lapse of time, or both, would exist under
         the provisions of any Property Agreement except for such defaults
         which have been cured.

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

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

              (vii)   Except as previously disclosed to Beneficiary in writing,
         all "pre-opening" requirements contained in all Property Agreements
         (including, but not limited to, all off-site and on-site construction
         requirements), if any, have been fulfilled, and, to the best of
         Grantor's knowledge, no condition now exists whereby any party to any
         such Property Agreement could refuse to honor its obligations
         thereunder if such refusal is reasonably likely to have a Material
         Adverse Effect.

              (viii)   Except as previously disclosed to Beneficiary in writing,
         all work, if any, to be performed by Grantor under each of the
         Property

                                          51

<PAGE>

         Agreements has been substantially performed, all contributions 
         to be made by Grantor to any party to such Property
         Agreements have been made, and all other conditions to such party's
         obligations thereunder have been satisfied if the failure to so
         perform, contribute or satisfy is reasonably likely to have a Material
         Adverse Effect.

    (q)  Personal Property.  Grantor has delivered to Beneficiary a true,
correct and complete schedule of all material personal property, if any, owned
by Grantor and located upon the Trust Property or used in connection with the
use or operation of the Trust Property and Grantor represents that it has good
and marketable title to all such personal property, free and clear of any liens,
except for liens created under the Loan Documents, and liens expressly permitted
by this Deed of Trust.

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

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

    (t)  Loan to Value Ratio.  To the best knowledge of Grantor, based on the
substantial real estate expertise of Grantor, Grantor's familiarity with the
Trust Property, and the Appraisal (which Grantor believes to contain a
reasonable assessment of the fair market value of the Trust Property), the
Allocated Loan Amount does not exceed one hundred twenty-five percent (125%) of
the fair market value of the Trust Property.  For the purposes of this clause
(t), the term "fair market value" shall be reduced by (i) the amount of any
indebtedness secured by a lien affecting the Trust Property that is prior to, or
on a parity with, the lien of this Deed of Trust, and (ii) the value of any
property that is not "real property" within the meaning of Treas. Reg. Sections
 1.860G-2 and 1.856-3(d).

    (u)  Representations Generally.  The representations and warranties
contained in this Deed of Trust, and the review and inquiry made on behalf of
Grantor therefor, have all been made by Persons having the requisite expertise
and knowledge to provide such representations and warranties.  No
representation, warranty or statement of fact made by or on behalf of Grantor in
this Deed

                                          52

<PAGE>

of Trust or in any certificate, document or schedule furnished to
Beneficiary pursuant hereto, contains any untrue statement of a material fact or
omits to state any material fact necessary to make statements contained therein
or herein not misleading (which may be to Grantor's best knowledge where so
provided herein). 

    Section 2.06.  Removal of Lien.  (a)  Grantor shall, at its expense,
maintain this Deed of Trust as a first lien on the Trust Property and shall keep
the Trust Property free and clear of all liens of any kind and nature other than
the Permitted Encumbrances.  Grantor shall, unless contesting the validity
thereof pursuant to Section 2.06(c) hereof, within thirty (30) days following
the filing thereof, promptly discharge of record, by bond or otherwise, any such
liens and, promptly upon request by Beneficiary, shall deliver to Beneficiary
evidence reasonably satisfactory to Beneficiary of the discharge thereof. 

    (b)  Without limitation to the provisions of Section 2.06(a) hereof,
Grantor shall, unless contesting the validity thereof pursuant to Section
2.06(c) hereof, (i) pay, from time to time when the same shall become due, all
claims and demands of mechanics, materialmen, laborers, and others which, if
unpaid, might result in, or permit the creation of, a lien on the Trust Property
or any part thereof, or on the revenues, rents, issues, income or profits
arising therefrom, (ii) cause to be removed of record (by payment or posting of
bond or settlement or otherwise) any mechanics', materialmens', laborers' or
other lien on the Trust Property, or any part thereof, or on the revenues,
rents, issues, income or profit arising therefrom, and (iii) in general, do or
cause to be done, without expense to Beneficiary, everything reasonably
necessary to preserve in full the lien of this Deed of Trust.  If Grantor fails
to comply with the requirements of paragraph (b) of this Section 2.06, then,
upon  ten (10)  Business Days' prior notice to Grantor, Beneficiary may, but
shall not be obligated to, pay any such lien, and Grantor shall, within ten (10)
Business Days after Beneficiary's demand therefor, reimburse Beneficiary for all
sums so expended, together with interest thereon at the Default Rate from the
date advanced, all of which shall be deemed part of the Debt.  Nothing contained
herein shall be deemed a consent or request of Beneficiary, express or implied,
by inference or otherwise, to the performance of any alteration, repair or other
work by any contractor, subcontractor or laborer or the furnishing of any
materials by any materialmen in connection therewith.

    (c)  Notwithstanding the foregoing, Grantor may contest any lien (other
than a lien relating to non-payment of Impositions, the contest of which shall
be governed by Section 4.04 hereof) of the type set forth in subparagraph
(b)(ii) of this Section 2.06 provided that, (i) Grantor is contesting the
validity of such lien with due diligence and in good faith and by appropriate
proceedings, without cost or expense to Beneficiary or any of its

                                          53

<PAGE>

agents, employees, officers or directors, (ii) Grantor shall preclude the 
collection of, or other realization upon, any contested amount from the Trust 
Property or any revenues from or interest in the Trust Property, (iii) 
neither the Trust Property nor any part thereof nor interest therein, shall 
be in any danger of being sold, forfeited or lost by reason of such contest 
by Grantor, (iv) such contest by Grantor shall not affect the ownership, use 
or occupancy of the Trust Property, (v) such contest by Grantor shall not 
subject Beneficiary or Grantor to the risk of civil or criminal liability 
(other than the civil liability of Grantor for the amount of the lien in 
question), (vi) such lien is subordinate to the lien of this Deed of Trust or 
the title insurance policy insuring the lien of this Deed of Trust 
affirmatively insures, to Beneficiary's reasonable satisfaction, against any 
loss, cost or damage which Beneficiary may suffer as a result of the 
existence or enforcement of such lien, (vii) Grantor has not consented to 
such lien, (viii) in the event that the amount of the lien being disputed is 
in excess of $50,000, (A) Grantor has given Beneficiary prompt notice of the 
filing of such lien and, upon request by Beneficiary from time to time, 
notice of the status of such contest by Grantor and/or confirmation of the 
continuing satisfaction of the conditions set forth in clauses (i) through 
(vii) of this Section 2.06(c) and (B) in the event that such lien has not 
been discharged of record within sixty (60) days from the date such lien 
attached to the Trust Property, Grantor shall deliver to Beneficiary (1) an 
endorsement to the title insurance policy insuring the lien of this Deed of 
Trust which insures Beneficiary against loss, cost or damage which may occur 
as a result of such lien, which endorsement shall be in form and substance 
reasonably acceptable to Beneficiary, or (2) cash, a bond or other security 
acceptable to Beneficiary in its reasonable discretion equal to 125% of the 
contested amount pursuant to collateral arrangements reasonably satisfactory 
to Beneficiary.  Grantor shall promptly pay the obligation secured by such 
lien upon a final determination of Grantor's liability therefor.  

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

                                          54

<PAGE>

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

    Section 2.09.  Financial Reports.  (a)  Grantor will keep and maintain or
will cause to be kept and maintained on a fiscal year basis, in accordance with
GAAP (or such other accounting basis reasonably acceptable to Beneficiary)
consistently applied, proper and accurate books, records and accounts reflecting
(i) all of the financial affairs of Grantor and (ii) all items of income and
expense in connection with the operation of the Trust Property or in connection
with any services, equipment or furnishings provided in connection with the
operation thereof, whether such income or expense may be realized by Grantor or
by any other Person whatsoever, excepting lessees unrelated to and unaffiliated
with Grantor who have leased from Grantor portions of the Premises for the
purpose of occupying the same.  Beneficiary shall have the right from time to
time at all times during normal business hours upon reasonable notice to examine
such books, records and accounts at the office of Grantor or other person
maintaining such books, records and accounts and to make such copies or extracts
thereof as Beneficiary shall desire.  After the occurrence of an Event of
Default, Grantor shall pay any costs and expenses incurred by Beneficiary to
examine Grantor's accounting records with respect to the Trust Property, as
Beneficiary shall determine to be necessary or appropriate in the protection of
Beneficiary's interest.

    (b)  Grantor shall furnish Beneficiary annually, within ninety (90) days
following the end of each Fiscal Year of Grantor, with a complete copy of
Grantor's financial statement audited by an Independent certified public
accountant that is acceptable to Beneficiary (in accordance with GAAP 
consistently applied) for such Fiscal Year and containing a statement of
revenues and expenses, a statement of assets and liabilities and a statement of
Grantor's equity.  Together with Grantor's annual financial statements, Grantor
shall furnish to Beneficiary an Officer's Certificate certifying as of the date
thereof (i) that the annual financial statements accurately represent the
results of operation and financial condition of Grantor and the Trust Property
all in accordance with GAAP consistently applied, and (ii) whether there exists
an event or circumstance which constitutes, or which upon notice or lapse of
time or both would

                                          55

<PAGE>

constitute, a Default under the Note or any other Loan Document executed and 
delivered by Grantor, and if such event or circumstance exists, the nature 
thereof, the period of time it has existed and the action then being taken to 
remedy such event or circumstance.

    (c)  Grantor shall furnish Beneficiary monthly, within thirty (30) days
following the end of each month, with a true, complete and correct cash flow
statement with respect to the Trust Property in the form attached hereto as
Exhibit C and made a part hereof, showing (i) all cash receipts of any kind
whatsoever and all cash payments and disbursements, and (ii) year-to-date
summaries of such cash receipts, payments and disbursements together with Rent
Rolls, occupancy reports and a statement of the sales of tenants under Space
Leases, each dated as of the last day of such month, and a certification of the
Manager stating that such items are true, complete and correct.

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

    (e)  Grantor shall furnish Beneficiary quarterly, within thirty (30) days
following the end of each fiscal quarter of Grantor, with a true, complete and
correct rent roll for the Trust Property, including a list of which tenants are
in default under their respective leases, dated as of the last day of the fiscal
quarter of Grantor, identifying each tenant, the monthly rent and additional
rent, if any, payable by such tenant, the expiration date of such tenant's
Lease, the security deposit, if any, held by Grantor under the Lease, the space
covered by the Lease, and the arrearages for such tenant, if any, and such rent
roll shall be accompanied by an Officer's Certificate, dated as of the date of
the delivery of such rent roll, certifying that such rent roll is true, correct
and complete in all material respects as of its date.

    (f)  Grantor shall furnish to Beneficiary, within fifteen (15) Business
Days after Beneficiary's request therefor, such further detailed information
with respect to the operation of the Trust Property and the financial affairs of
Grantor as may be reasonably requested by Beneficiary.

    (g)  Grantor shall cause the Manager to furnish to Beneficiary, within
thirty (30) days after the end of each month, a schedule of tenant security
deposits showing any activity in

                                          56

<PAGE>

the Security Deposit Account for such month, together with a certification of 
the Manager as to the balance in such Security Deposit Account and that such 
tenant security deposits are being held in accordance with all Legal 
Requirements.

    (h)  Grantor shall furnish Beneficiary annually, within ninety (90) days
after the end of each Fiscal Year, with a report setting forth (i) the Net
Operating Income for such Fiscal Year, (ii) the average occupancy rate of the
Trust Property during such Fiscal Year, (iii) the capital repairs, replacements
and improvements performed at the Trust Property during such Fiscal Year and the
aggregate Recurring Capital Expenditures made in connection therewith, (iv) the
balance contained in each of the Sub-Accounts as of the end of such Fiscal Year
(which balance Beneficiary shall provide upon Grantor's written request
therefor), together with (v) an Officer's Certificate containing a review of the
operations of the Trust Property for such Fiscal Year.

    (i)  Grantor shall furnish Beneficiary promptly upon transmission thereof,
with copies of all financial statements, proxy statements, notices and reports
of the REIT as the REIT shall send to its public shareholders and copies of all
registration statements (without exhibits) and all reports which it files with
the Securities and Exchange Commission (or any governmental body or agency
succeeding to the functions of the Securities and Exchange Commission).

    (j)  From and after the Optional Prepayment Date, Grantor will furnish
Beneficiary, at least forty-five (45) days prior to the end of each Fiscal Year,
with an annual operating budget (the "Operating Budget") and capital budget (the
"Capital Budget") for the forthcoming Fiscal Year (together, the "Annual
Budget") showing a budget by month and quarter and for the forthcoming Fiscal
Year as a whole which shall be in form and substance reasonably acceptable to
Beneficiary.

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

    Section 2.11.  Updates of Representations.  Grantor shall deliver to
Beneficiary within ten (10) days of the request of Beneficiary, which request
may be given not less than ten (10) days nor more than fifteen (15) days prior
to the anticipated date of Securitization, an Officer's Certificate updating all
of the representations and warranties contained in this Deed of Trust and the
other Loan Documents and certifying that all of the representations and
warranties contained in this Deed of Trust and the other Loan Documents, as
updated pursuant to such

                                          57

<PAGE>

Officer's Certificate, are true, accurate and complete as of the date of such 
Officer's Certificate. 

                     ARTICLE III:  INSURANCE AND CASUALTY RESTORATION

    Section 3.01.  Insurance Coverage.  Grantor shall, at its expense, maintain
the following insurance coverages with respect to the Trust Property during the
term of this Deed of Trust:

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

              (ii)  Commercial comprehensive general liability insurance
    against claims for personal and bodily injury and/or death to one or more
    persons or property damage, occurring on, in or about the Trust Property
    (including the adjoining streets, sidewalks and passageways therein) in
    such amounts as Beneficiary may from time to time reasonably require (but
    in no event shall Beneficiary's requirements be increased more frequently
    than once during each twelve (12)

                                          58

<PAGE>

    month period) and which are customarily required by Institutional Lenders
    for similar properties similarly situated, but not less than 
    $10,000,000.00. 

              (iii)  Business interruption rent loss or other similar insurance
    (A) with loss payable to Beneficiary, (B) covering all risks required to be
    covered by the insurance provided for in Section 3.01(a)(i), (C) containing
    an extended period of indemnity endorsement which provides that after the
    physical loss to the Trust Property has been repaired, the continued loss
    of rental income shall be insured until six (6) months after completion of
    such repairs notwithstanding, that the policy may expire prior to the end
    of such period, and (D) in an amount not less than 100% of the actual fixed
    or base rent plus percentage rent based on the preceding twelve (12) month
    period.  The amount of such insurance shall be determined upon the
    execution of this Deed of Trust, and not more frequently than once each
    calendar year thereafter based on Grantor's reasonable estimate of
    projected fixed or base rent plus percentage rent, from the Trust Property
    for the next succeeding twelve (12) months.  In the event the Trust
    Property shall be damaged or destroyed, Grantor shall and hereby does
    assign to Beneficiary all payment of claims under the policies of such
    insurance, and all amounts payable thereunder, and all net amounts, shall
    be collected by Beneficiary under such policies and shall be applied in
    accordance with this Deed of Trust; provided, however, that nothing herein
    contained shall be deemed to relieve Grantor of its obligations to timely
    pay all amounts due under the Loan Documents, except to the extent such
    amounts are actually paid out of the proceeds of such insurance.

              (iv)  War risk insurance when such insurance is obtainable from
    the United States of America or any agency or instrumentality thereof at
    reasonable rates (for the maximum amount of insurance obtainable) and if
    requested by Beneficiary, and such insurance is then customarily required
    by Institutional Lenders of similar properties similarly situated.

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

              (vi)  Flood insurance in an amount equal to the full insurable
    value of the Trust Property or the maximum

                                          59

<PAGE>

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

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

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

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

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

    Section 3.02.  Policy Terms.  (a)  All insurance required by this Article
III shall be in the form (other than with respect to Sections 3.01(a)(vi) and
(vii) above when insurance in those two sub-sections is placed with a
governmental agency or instrumentality on such agency's forms) and amount and
with deductibles as, from time to time, shall be reasonably acceptable to
Beneficiary, under valid and enforceable policies issued by financially
responsible insurers authorized to do business in the State where the Trust
Property is located, with a claims paying ability rating of not less than "AA"
from the Rating Agency or, if not rated by the Rating Agency, then a claims
paying ability rating of "AA" from at least two nationally recognized
statistical rating agencies (one of which must be Standard & Poor's); provided,
however, with respect to insurance against

                                          60

<PAGE>

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

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

    (c)  Grantor shall notify Beneficiary of the renewal premium of each 
insurance policy and, upon Grantor's failure to pay such premium in 
accordance with the terms of this Deed of Trust, Beneficiary shall be 
entitled to pay, or upon Grantor's written request, shall pay such amount on 
behalf of Grantor from the Basic Carrying Costs Sub-Account to the extent of 
funds deposited in such Sub-Account.  With respect to insurance policies which

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require periodic payments (i.e., monthly or quarterly) of premiums, 
Beneficiary shall be entitled to pay such amounts fifteen (15) days (or such 
lesser number of days as Beneficiary shall determine) prior to the respective 
due dates of such installments.

    Section 3.03.  Assignment of Policies.  (a)  Grantor hereby assigns to 
Beneficiary the proceeds of all insurance (other than liability insurance) 
obtained pursuant to this Deed of Trust, all of which proceeds shall be 
payable to Beneficiary as collateral and further security for the payment of 
the Debt and the performance of the Cross-collateralized Borrowers' 
obligations, and Grantor hereby authorizes and directs the issuer of any such 
insurance to make payment of such proceeds directly to Beneficiary.  Except 
as otherwise expressly provided in Section 3.04 or elsewhere in this Article 
III, Beneficiary shall have the option, in its discretion, and without regard 
to the adequacy of its security, to apply all or any part of the proceeds it 
may receive pursuant to this Article in such manner as Beneficiary may elect 
to any one or more of the following:  (i) the payment of the Debt, whether or 
not then due, in any proportion or priority as Beneficiary, in its 
discretion, may elect, but only up to an amount equal to the Release Price, 
and if such election is made by Beneficiary, and provided that no Event of 
Default has occurred and is continuing, such proceeds in excess of the 
Release Price shall be distributed to Grantor,(ii) the repair or restoration 
of the Trust Property, (iii) the cure of any Default or (iv) the 
reimbursement of the costs and expenses of Beneficiary incurred pursuant to 
the terms hereof in connection with the recovery of the Insurance Proceeds.  
Nothing herein contained shall be deemed to excuse Grantor from repairing or 
maintaining the Trust Property as required pursuant to the terms of Article 
VIII hereof (as contrasted to restoring the Trust Property following a 
casualty thereof which may be required pursuant to Section 3.04 hereof) as 
provided in this Deed of Trust, and the application or release by Beneficiary 
of any Insurance Proceeds shall not cure or waive any Default or notice of 
Default.

    (b)  In the event of the foreclosure of this Deed of Trust or any other 
transfer of title or assignment of all or any part of the Trust Property in 
extinguishment, in whole or in part, of the Debt, all right, title and 
interest of Grantor in and to all policies of insurance (other than liability 
insurance) required by this Deed of Trust shall inure to the benefit of the 
successor in interest to Grantor or the purchaser of the Trust Property.  If, 
prior to the receipt by Beneficiary of any proceeds, the Trust Property or 
any portion thereof shall have been sold on foreclosure of this Deed of Trust 
or by deed in lieu thereof or otherwise, or any claim under such insurance 
policy arising during the term of this Deed of Trust is not paid until after 
the extinguishment of the Debt, and Beneficiary shall not have 

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received the entire amount of the Debt outstanding at the time of such 
extinguishment, whether or not a deficiency judgment on this Deed of Trust 
shall have been sought or recovered or denied, then, the proceeds of any such 
insurance to the extent of the amount of the Debt not so received, shall be 
paid to and be the property of Beneficiary, together with interest thereon at 
the Default Rate, and the reasonable attorney's fees, costs and disbursements 
incurred by Beneficiary in connection with the collection of the proceeds 
which shall be paid to Beneficiary and Grantor hereby assigns, transfers and 
sets over to Beneficiary all of Grantor's right, title and interest in and to 
such proceeds.  Notwithstanding any provisions of this Deed of Trust to the 
contrary, Beneficiary shall not be deemed to be a trustee or other fiduciary 
with respect to its receipt of any such proceeds, which may be commingled 
with any other monies of Beneficiary; provided, however, that Beneficiary 
shall use such proceeds for the purposes and in the manner permitted by this 
Deed of Trust.  Any proceeds deposited with Beneficiary shall be held by 
Beneficiary in an interest-bearing account, but Beneficiary makes no 
representation or warranty as to the rate or amount of interest, if any, 
which may accrue on such deposit and shall have no liability in connection 
therewith. Interest accrued, if any, on the proceeds shall be deemed to 
constitute a part of the proceeds for purposes of this Deed of Trust.  The 
provisions of this Section 3.03(b) shall survive the termination of this Deed 
of Trust by foreclosure, deed in lieu thereof or otherwise as a consequence 
of the exercise of the rights and remedies of Beneficiary hereunder after a 
Default.

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

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    (ii)  Grantor shall not adjust, compromise or settle any claim for 
Insurance Proceeds without the prior written consent of Beneficiary, which 
shall not be unreasonably withheld or delayed; provided, however, that, 
except during the continuance of an Event of Default, Beneficiary's consent 
shall not be required with respect to the adjustment, compromising or 
settlement of any claim for Insurance Proceeds in an amount less than 
$100,000.

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

    (iv)  If (A) a Default shall have occurred and shall be continuing, (B) 
Beneficiary is not reasonably satisfied that the Debt Service Coverage after 
substantial completion of the Work, will be at least equal to the Required 
Debt Service Coverage, (C) any Lease or Leases covering thirty percent (30%) 
or more of the Total GLA shall not continue in full force and effect 
(provided, however, if Grantor shall have entered into one or more leases or 
letters of intent with prospective tenants with respect to the leasing of all 
or a portion of the space physically affected by such destruction which are, 
or in the case of letters of intent, which contemplate leases which will be, 
in form and substance substantially similar to the Leases which are 
terminating and which provide for rental and other payments thereunder, net 
of any rebates, credits and other concessions granted or to be granted by 
Grantor thereunder, equal to not less than 85% of the rental and other 
payments due immediately prior to such destruction under the Leases which are 
terminating and Grantor shall have delivered a copy of each such lease or 
letter of intent to Beneficiary, the provisions of this clause (C) shall not 
be applicable), (D) more than 75% of the reasonably estimated aggregate 
insurable value of the Trust Property is damaged or destroyed or (E) 
Beneficiary is not reasonably satisfied the Work can be completed six (6) 
months prior to Maturity (collectively, a "Substantial Casualty"), 
Beneficiary shall have the option, in its sole discretion to apply any 
Insurance Proceeds it may receive pursuant to this Deed of Trust (less any 
cost to Beneficiary of recovering and paying out such proceeds incurred 
pursuant to the terms hereof and not otherwise reimbursed to Beneficiary, 
including, without limitation, reasonable attorneys' fees and expenses) to 
the payment of the Debt, without any prepayment fee or charge of any kind, or 
to allow such proceeds to be used for the Work pursuant to the terms and 
subject to the conditions of Section 3.04(b) hereof and the other applicable 
sections of this Article III.

    (v)  In the event that Beneficiary elects or is obligated hereunder to 
allow Insurance Proceeds to be used for the Work, any excess proceeds 
remaining after completion of such Work, up to an amount equal to the Release 
Price, shall be applied to the 


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payment of the Debt without any prepayment fee or charge of any kind, and, 
provided that no Event of Default has occurred and is continuing, the balance 
of any excess Insurance Proceeds remaining after such application shall be 
distributed to Grantor.

    (b)  If any Condemnation Proceeds, in accordance with Section 6.01 or any 
Insurance Proceeds in accordance with Section 3.04(a), are to be applied to 
the repair, restoration or  rebuilding of the Trust Property, then such 
proceeds shall be deposited into the Loss Proceeds Account, held by 
Beneficiary and shall be paid out from time to time to Grantor as the Work 
progresses (less any cost to Beneficiary of recovering and paying out such 
proceeds, including, without limitation, reasonable attorneys' fees, 
disbursements and costs allocable to inspecting the Work and the plans and 
specifications therefor but without duplication of expenditures between 
Grantor or Beneficiary) subject to Section 5.11 hereof and to all of the 
following conditions:

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

         (ii)  If the cost of the Work is reasonably estimated by an Architect
    or Engineer in a certification reasonably acceptable to Beneficiary to be
    equal to or exceed ten percent (10%) of the Allocated Loan Amount, such
    Work shall be performed under the supervision of an Architect or Engineer,
    it being understood that the plans and specifications with respect thereto
    shall provide for Work so that, upon completion thereof, the Trust Property
    shall be at least equal in replacement value and general utility to the
    Trust Property prior to the damage or destruction.

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

         (iv)  Each request for payment shall be accompanied by waivers of
    lien, in customary form and substance, covering that part of the Work for
    which payment or reimbursement is being requested and, if required by
    Beneficiary, a search prepared by a title company or licensed abstractor,
    or by other evidence satisfactory to Beneficiary that there has not been
    filed with respect to the Trust Property any mechanic's or other lien or
    instrument for retention of title relating to any part of the Work not
    discharged of record.  Additionally, as to any personal property covered by
    the request for payment, Beneficiary shall be furnished with evidence of
    having incurred a payment obligation therefor and such further evidence
    reasonably satisfactory to assure Beneficiary that UCC filings therefor
    provide a valid first lien on the personal property.

         (v)  Beneficiary shall have the right to inspect the Work at all
    reasonable times upon reasonable prior notice and may condition any
    disbursement of Insurance Proceeds upon satisfactory compliance by 
    Grantor with the provisions 

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    hereof.  Neither the approval by Beneficiary of any required plans 
    and specifications for the Work nor the inspection by Beneficiary of
    the Work shall make Beneficiary responsible for the preparation of such 
    plans and specifications, or the compliance of such plans and 
    specifications of the Work, with any applicable law, regulation, 
    ordinance, covenant or agreement.

         (vi)  Insurance Proceeds shall not be disbursed more frequently than
    once every thirty (30) days.

         (vii)  Until such time as the Work has been substantially completed,
    Beneficiary shall not be obligated to disburse up to ten percent (10%) of
    the cost of the Work (the "Retention Amount") to Grantor.  Upon substantial
    completion of the Work, Grantor shall send notice thereof to Beneficiary
    and, subject to the conditions of Section 3.04(b)(i)-(iv), Beneficiary
    shall disburse one-half of the Retention Amount to Grantor; provided,
    however, that the remaining one-half of the Retention Amount shall be
    disbursed to Grantor when Beneficiary shall have received copies of any and
    all final certificates of occupancy or other certificates, licenses and
    permits required for the ownership, occupancy and operation of the Trust
    Property in accordance with all Legal Requirements.  Grantor hereby
    covenants to diligently seek to obtain any such certificates, licenses and
    permits.

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

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

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

    Section 3.05.  Compliance with Insurance Requirements.  Grantor promptly 
shall comply with, and shall cause the Trust Property to comply with, all 
Insurance Requirements, even if such compliance requires structural changes 
or improvements or would result in interference with the use or enjoyment of 
the Trust Property or any portion thereof provided Grantor shall have a right 
to contest in good faith and with diligence such Insurance Requirements 
provided (a) no Default shall exist during such contest and such contest 
shall not subject the Trust Property or any portion thereof to any lien or 
affect the priority of the lien of this Deed of Trust, (b) failure to comply 
with such Insurance Requirements will not subject Beneficiary, Deed Trustee 
or any of their agents, employees, officers or directors to any civil or 
criminal liability, (c) such contest will not cause any reduction in 
insurance coverage, (d) such contest shall not affect the ownership, use or 
occupancy of the Trust Property, (e) the Trust Property or any part thereof 
or any interest therein shall not be in any danger of being sold, forfeited 
or lost by reason of such contest by Grantor, (f) Grantor has given 
Beneficiary prompt notice of such contest and, upon request by Beneficiary 
from time to time, notice of the status of such contest by Grantor and/or 
information of the continuing satisfaction of the conditions set forth in 
clauses (a) through (e) of this Section 3.05, (g) upon a final determination 
of such contest Grantor shall promptly comply with the requirements thereof, 
and (h) prior to and during such contest Grantor shall furnish to Beneficiary 
security satisfactory to Beneficiary, in its reasonable discretion, against 
loss or injury by reason of such contest or the non-compliance with such 
Insurance Requirement (and if such security is cash, Beneficiary shall 
deposit the same in an interest-bearing account and interest accrued thereon, 
if any, shall be deemed to constitute a part of such security for purposes of 
this Deed of Trust, but Beneficiary (i) makes no representation or warranty 
as to the rate or amount of interest, if any, which may accrue thereon and 
shall have no liability in connection therewith and (ii) shall not be deemed 
to be a trustee or fiduciary with respect to its receipt of any such 

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security and any such security may be commingled with other monies of 
Beneficiary).  If Grantor shall use the Trust Property or any portion thereof 
in any manner which could permit the insurer to cancel any insurance required 
to be provided hereunder, Grantor immediately shall obtain a substitute 
policy which shall satisfy the requirements of this Deed of Trust and which 
shall be effective on or prior to the date on which any such other insurance 
policy shall be canceled.  Grantor shall not by any action or omission 
invalidate any insurance policy required to be carried hereunder unless such 
policy is replaced as aforesaid, or materially increase the premiums on any 
such policy above the normal premium charged for such policy.  Grantor shall 
cooperate with Beneficiary in obtaining for Beneficiary the benefits of any 
insurance proceeds lawfully or equitably payable to Beneficiary in connection 
with the transaction contemplated hereby.

    Section 3.06.  Event of Default During Restoration.   Notwithstanding 
anything to the contrary contained in this Deed of Trust including, without 
limitation, the provisions of this Article 3, if, at the time of any casualty 
affecting the Trust Property or any part thereof, or at any time during any 
Work, or at any time that Beneficiary is holding or is entitled to receive 
any proceeds of any insurance pursuant to this Deed of Trust, an Event of 
Default exists and is continuing, Beneficiary shall then have no obligation 
to make such proceeds available for Work and Beneficiary shall have the right 
and option, to be exercised in its sole and absolute discretion and election, 
with respect to the proceeds of any such insurance, either to retain and 
apply such proceeds in reimbursement for the actual costs, fees and expenses 
incurred by Beneficiary in accordance with the terms hereof in connection 
with the adjustment of the loss and any balance toward payment of the Debt in 
such priority and proportions as Beneficiary in its sole discretion shall 
deem proper, or towards the Work, upon such terms and conditions as 
Beneficiary shall determine, or to cure such Event of Default, or to any one 
or more of the foregoing as Beneficiary, in its sole and absolute discretion, 
may determine.

    Section 3.07.  Application of Proceeds to Debt Reduction.  (a) 
Notwithstanding anything herein contained to the contrary, upon failure on 
the part of Grantor promptly to commence the Work or to proceed diligently 
and continuously to completion of the Work, which failure shall continue 
after notice for thirty (30) days, Beneficiary may apply any Loss Proceeds it 
then or thereafter holds, up to an amount equal to the Release Price to the 
payment of the Debt in accordance with the provisions of the Note; provided, 
however, that Beneficiary shall be entitled to apply at any time all or any 
portion of the Loss Proceeds it then holds to the extent necessary to cure 
any Event of Default.

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    (b)  No damage to the Trust Property, or any part thereof, by fire or 
other casualty whatsoever, whether such damage be partial or total, shall 
relieve Grantor from its liability (i) to pay in full the Debt and (ii) to 
perform its obligations under this Deed of Trust and the other Loan Documents 
(other than restoring the Trust Property following damage thereto if such 
damage is the basis for any Loss Proceeds delivered to Beneficiary and such 
Loss Proceeds are not made available to Grantor for restoration) except to 
the extent any rent (business interruption) insurance is paid to Beneficiary 
and applied to the Debt.

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

    (d)  Notwithstanding anything herein contained to the contrary, whenever 
this Deed of Trust provides that upon the occurrence of a casualty or 
Condemnation Beneficiary may elect to apply Loss Proceeds to reduce the Debt 
or that Loss Proceeds may be applied to the payment of the Debt or words of 
similar import, if Beneficiary elects to apply Loss Proceeds to reduce the 
Debt, Grantor may, provided no Event of Default has occurred and is 
continuing, by giving prompt written notice to Beneficiary following 
Grantor's notice to Grantor that Loss Proceeds are to be applied to reduce 
the Debt, elect to defease a portion of the Debt in accordance with Section 
15.01 hereof equal to the net Loss Proceeds, after deducting Beneficiary's 
costs of collection and Grantor's reasonable costs of collection, if any.

                            ARTICLE IV:  IMPOSITIONS

    Section 4.01.  Payment of Impositions, Utilities and Taxes, etc.  (a) 
Grantor shall pay, or cause to be paid by giving the notice to Beneficiary 
pursuant to Section 5.06 hereof to pay Impositions and ground rents, all 
Impositions and ground rents at least five (5) days prior to the date upon 
which any fine, penalty, interest or cost for nonpayment is imposed, and 
furnish to Beneficiary, upon request, receipted bills of the appropriate 
taxing authority or other documentation reasonably satisfactory to 
Beneficiary evidencing the payment thereof.  If Grantor shall fail to pay any 
Imposition in accordance with this Section and is not contesting or causing a 
contesting of such Imposition in accordance with Section 4.04 hereof, 
Beneficiary shall have the right, but shall not be obligated, to pay that 
Imposition, and Grantor shall repay to Beneficiary, on demand, any amount 
paid by Beneficiary, with interest on the portion so paid by Beneficiary in 
excess of the funds then on deposit in the Basic Carrying Costs Sub-Account 
at the Default Rate from the date of the advance thereof to the date of 
repayment, and such amount shall 

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constitute a portion of the Debt secured by this Deed of Trust and the other 
Cross-collateralized Mortgages.

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

    (c)  Grantor shall pay all taxes, charges, filing, registration and 
recording fees, excises and levies which do not constitute Impositions or 
ground rents paid pursuant to Section 4.01(a) hereof imposed upon Beneficiary 
by reason of or in connection with its ownership of any Loan Document or any 
other instrument related thereto, or resulting from the execution, delivery 
and recording of, or the lien created by, or the obligation evidenced by, any 
of them (other than income, franchise and other similar taxes, withholding 
taxes imposed on Beneficiary, if Beneficiary is organized under the laws of a 
jurisdiction outside of the United States of America) and shall pay all 
corporate stamp taxes, if any, and other taxes, required to be paid on the 
Loan Documents.  If Grantor shall fail to make any such payment within ten 
(10) days after written notice thereof from Beneficiary, Beneficiary shall 
have the right, but shall not be obligated, to pay the amount due, and 
Grantor shall reimburse Beneficiary therefor, on demand, with interest 
thereon at the Default Rate from the date of the advance thereof to the date 
of repayment, and such amount shall constitute a portion of the Debt secured 
by this Deed of Trust and the other Cross-collateralized Mortgages.

    Section 4.02.  Deduction from Value.  In the event of the passage after 
the date of this Deed of Trust of any Legal Requirement deducting from the 
value of the Trust Property for the purpose of taxation, any lien thereon or 
changing in any way the Legal Requirements now in force for the taxation of 
this Deed of Trust, the other Cross-collateralized Mortgages and/or the Debt 
for federal, state or local purposes, or the manner of the operation of any 
such taxes so as to adversely affect the interest of Beneficiary, or impose 
any tax or other charge on any Loan 

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Document, then Grantor will pay such tax, with interest and penalties 
thereon, if any, within the statutory period.  In the event the payment of 
such tax or interest and penalties by Grantor would be unlawful, or taxable 
to Beneficiary or unenforceable or provide the basis for a defense of usury, 
then in any such event, Beneficiary shall have the option, by written notice 
of not less than thirty (30) days, to declare the Debt immediately due and 
payable, with no prepayment penalty.

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

    Section 4.04.  Right to Contest.  Grantor shall have the right, at its 
sole expense, to contest by appropriate legal proceedings diligently 
conducted in good faith, without cost or expense to Beneficiary or any of its 
agents, employees, officers or directors, the validity, amount or application 
of any Imposition or any charge described in Section 4.01(b), provided that 
(a) no Default or Event of Default shall exist during such proceedings and 
such contest shall not (unless Grantor shall comply with clause (d) of this 
Section 4.04) subject the Trust Property or any portion thereof to any lien 
or affect the priority of the lien of this Deed of Trust, (b) failure to pay 
such Imposition or charge will not subject Beneficiary, Deed Trustee or any 
of their agents, employees, officers or directors to any civil or criminal 
liability, (c) the contest suspends enforcement of the Imposition or charge 
(unless Grantor first pays the Imposition or charge), (d) such contest shall 
not affect the ownership, use or occupancy of the Trust Property, (e) the 
Trust Property or any part thereof or any interest therein shall not be in 
any danger of being sold, forfeited or lost by reason of such contest by 
Grantor, (f) upon a final determination of such contest, Grantor shall 
promptly comply with the requirements thereof and (g) in the event that the 
amount of the Imposition or charge being contested is in excess of $50,000, 
(i) Grantor has given Beneficiary prompt notice of the commencement of such 
contest and upon request by Beneficiary, from time to time, notice of the 
status of such contest by Grantor and/or confirmation of the continuing 
satisfaction of clauses (a) through (e) of this Section 4.04, and (ii) prior 
to and during such contest, Grantor shall furnish to Beneficiary security 
satisfactory to Beneficiary, in its reasonable discretion, against loss or 
injury by reason of such contest or the non-payment of such Imposition or 
charge (and if such security is 

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cash, Beneficiary may deposit the same in an interest-bearing account and 
interest accrued thereon, if any, shall be deemed to constitute a part of 
such security for purposes of this Deed of Trust, but Beneficiary (A) makes 
no representation or warranty as to the rate or amount of interest, if any, 
which may accrue thereon and shall have no liability in connection therewith 
and (B) shall not be deemed to be a trustee or fiduciary with respect to its 
receipt of any such security and any such security may be commingled with 
other monies of Beneficiary).  Upon completion of any contest, Grantor shall 
immediately pay the amount due, if any, and deliver to Beneficiary proof of 
the completion of the contest and payment of the amount due, if any, 
following which, Beneficiary shall return the security, if any, deposited 
with Beneficiary pursuant to clause (g)(ii) of this Section 4.04.  Grantor 
shall not pay any Imposition in installments unless permitted by applicable 
Legal Requirements, and shall, upon the request of Beneficiary, deliver 
copies of all notices relating to any Imposition or other charge covered by 
this Article IV to Beneficiary.

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

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

                      ARTICLE V:  CENTRAL CASH MANAGEMENT

    Section 5.01.  Cash Flow.  Grantor hereby acknowledges and agrees that 
from and after the Closing Date through the date that the Debt is paid in 
full (i) the Rent (which for the purposes of this Section 5.01 shall not 
include security deposits from tenants under valid Leases held by Grantor and 
not applied towards Rent) derived from the Trust Property, (ii) Loss Proceeds 
which are not required to be made available to Grantor for restoration 
pursuant to Article III or Article VI hereof and (iii) the proceeds of the 
Rate-cap Agreement shall be utilized in accordance with this Article V (a) to 
fund the Basic Carrying Costs Sub-Account, (b) to fund the Debt Service 
Payment Sub-

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-Account, (c) to fund the Capital Expenditure Reserve Sub-Account, (d) to the 
extent applicable, to fund the Operations and Maintenance Expense Sub-Account 
and (e) to the extent applicable, to fund the Curtailment Reserve Fund 
Sub-Account.  Grantor shall cause the Manager to collect security deposits 
from tenants under valid Space Leases, which shall be held by the Manager, as 
agent for Grantor, in accordance with applicable law and in a segregated bank 
account in an Eligible Account (the "Security Deposit Account").  Grantor 
shall cause all rental payments made by tenants and other payments 
constituting Rent to be paid by check, cashier's check or money order, made 
payable to Grantor, or its successors or assigns. Grantor shall give each 
tenant under a Lease an irrevocable direction in the form of Exhibit F hereof 
or in such other form as Beneficiary shall, in its reasonable discretion, 
approve to deliver all rental payments made by tenants and other payments 
constituting Rent directly to the Property Collection Account Bank to be 
deposited in the Property Collection Account.  Any rental payments made by 
tenants or other payments constituting Rent which are collected by Manager 
shall be deposited by Manager within one (1) Business Day after receipt 
thereof in the Property Collection Account, the name and address of the bank 
in which such account is located (the "Property Collection Account Bank") and 
the account number of which to be identified in writing by Manager to 
Beneficiary. Grantor shall cause the Manager to give to the Property 
Collection Account Bank an irrevocable written instruction that all funds 
deposited in such account shall be automatically transferred through 
automated clearing house funds ("ACH") or by Federal wire to the Cash 
Collateral Account prior to 2:00 p.m. eastern standard time on each Business 
Day until such time as the Property Collection Account Bank receives a 
written notice (the "Excess Rent Notice") from Beneficiary, which Beneficiary 
agrees to give promptly following the satisfaction of all of the conditions 
set forth in clauses (i) through (iii) of this sentence, stating that (i) 
sufficient funds have been deposited in the Property Collection Account to 
fund the Sub-Accounts from the Cash Collateral Account to the extent set 
forth in clauses (a) through (e) of Section 5.05 hereof (which funds shall be 
deemed to include, for the purposes of this clause only, any funds to be 
deposited into the Cash Collateral Account in the then Current Month pursuant 
to the terms of the Rate-cap Agreement), (ii) to Beneficiary's knowledge, no 
Event of Default has occurred and is continuing, and (iii) Beneficiary has 
received the Manager's Certification referred to in Section 2.09(d) for the 
most recent period for which the same is due. Thereafter, all Rent received 
in such month shall, provided that Grantor has given notice to Beneficiary of 
the name and account number of such account, be transferred by the Property 
Collection Account Bank into an account to be established by Grantor in the 
Property Collection Account Bank until the next succeeding Payment Date, 
following which time all sums deposited into the Property Collection Account 
shall be automatically transferred to the Cash Collateral 

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Account as set forth hereinabove until such time, if any, as the Property 
Collection Account Bank receives the Excess Rent Notice for the then Current 
Month.  Grantor hereby grants Beneficiary a security interest in all of 
Grantor's right, title and interest, if any, in all amounts to be deposited 
into the Property Collection Account, the Cash Collateral Account, and the 
Security Deposit Account, in the last case, to the extent permitted by 
applicable law. Beneficiary may elect to change, at no additional cost to 
Grantor, the financial institution in which the Cash Collateral Account shall 
be maintained; however, Beneficiary shall give Grantor and the Property 
Collection Account Bank not fewer than five (5) Business Days' prior notice 
of such change.  Neither Grantor nor Manager shall change the Property 
Collection Account Bank or the Property Collection Account without prior 
written notice to Beneficiary.  All fees and charges of the bank(s) in which 
the Property Collection Account is located shall be paid by Grantor.  
Additionally, all proceeds obtained pursuant to the Rate-cap Agreement shall 
be deposited in the Cash Collateral Account and shall be applied in 
accordance with Section 5.05 hereof.

    Section 5.02.  Establishment of Sub-Accounts.  Beneficiary has 
established the Cash Collateral Account in the name of Beneficiary and the 
Property Collection Account in the joint name of Grantor and Beneficiary.  
The Cash Collateral Account shall be under the sole dominion and control of 
Beneficiary. Except as otherwise provided in this Section 5.02 or Section 
5.01 hereof, the Property Collection Account shall be under the sole dominion 
and control of Beneficiary and Grantor.  Grantor hereby irrevocably directs 
and authorizes Beneficiary to withdraw funds from the Property Collection 
Account, and to deposit into and withdraw funds from the Cash Collateral 
Account, all in accordance with the terms and conditions of this Deed of 
Trust.  Grantor shall have no right of withdrawal in respect of the Property 
Collection Account or the Cash Collateral Account.  Each transfer of funds to 
be made hereunder shall be made only to the extent that funds are on deposit 
in the Property Collection Account, the Cash Collateral Account or the 
affected Sub-Account, and Beneficiary shall have no responsibility to make 
additional funds available in the event that funds on deposit are 
insufficient.  The Cash Collateral Account shall contain the Engineering 
Escrow Sub-Account, the Basic Carrying Costs Sub-Account, the Debt Service 
Payment Sub-Account, the Capital Expenditure Reserve Sub-Account, the 
Operations and Maintenance Expense Sub-Account and, the Curtailment Reserve 
Fund Sub-Account, each of which accounts shall be Eligible Accounts (each a 
"Sub-Account" and collectively, the "Sub-Accounts") to which certain funds 
shall be allocated and from which disbursements shall be made pursuant to the 
terms of this Deed of Trust.  On the date hereof, Grantor has deposited from 
the Loan Proceeds the Initial Cash Collateral Account Deposit in the Cash 
Collateral Account, which amount

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shall be allocated among the Sub-Accounts as required by Beneficiary.

    Section 5.03.  Permitted Investments.  Upon the written request of 
Grantor, Beneficiary shall direct the Bank to invest and reinvest any balance 
in the Cash Collateral Account from time to time in Permitted Investments as 
instructed by Grantor (which instruction may be made no more than one time 
per month), provided that (a) if Grantor fails to so instruct Beneficiary, or 
upon the occurrence of a Default, Beneficiary may direct the Bank to invest 
and reinvest such balance in Permitted Investments as Beneficiary shall 
determine in its sole discretion, (b) the maturities of the Permitted 
Investments on deposit in the Cash Collateral Account shall, to the extent 
such dates are ascertainable, be selected and coordinated to become due not 
later than the day before any disbursements from the applicable Sub-Accounts 
must be made, (c) all such Permitted Investments shall be held in the name 
and be under the sole dominion and control of Beneficiary, and (d) no 
Permitted Investment shall be made unless Beneficiary shall retain a 
perfected first priority lien on such Permitted Investment securing the Debt 
and all filings and other actions necessary to ensure the validity, 
perfection, and priority of such lien have been taken.  It is the intention 
of the parties hereto that the entire amounts deposited in the Cash 
Collateral Account (or as much thereof as Beneficiary may reasonably arrange 
to invest) shall at all times be invested in Permitted Investments, and that 
the Cash Collateral Account shall be a so-called "zero balance" account. All 
funds in the Cash Collateral Account that are invested in a Permitted 
Investment are deemed to be held in the Cash Collateral Account for all 
purposes of this Deed of Trust and the other Loan Documents.  Beneficiary 
shall not have any liability for any loss in investments of funds in the Cash 
Collateral Account that are invested in Permitted Investments whether Grantor 
or Beneficiary selected such Permitted Investment in accordance herewith and 
no such loss shall affect Grantor's obligation to fund, or liability for 
funding, the Cash Collateral Account and each Sub-Account, as the case may 
be.  Grantor agrees that Grantor shall include all such earnings on the Cash 
Collateral Account as income of Grantor (and, if Grantor is a partnership or 
other pass-through entity, the partners, members or beneficiaries of Grantor, 
as the case may be) for federal and applicable state and local tax purposes.  
Grantor shall have no right whatsoever to direct the investment of the 
proceeds in the Collection Account.

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

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allocated to such Sub-Account.  All interest paid or other earnings on funds 
deposited into the Property Collection Account (i.e., those funds not 
transferred to the Cash Collateral Account) made hereunder shall be deposited 
into the Property Collection Account and shall be treated as Rent deposited 
into such account as of the day such interest and earnings are deposited 
therein.

    Section 5.05.  Monthly Funding of Sub-Accounts.  On each Notice Date 
during the term of the Loan, commencing on the first (1st) Notice Date after 
the month in which the Loan is initially funded, Beneficiary shall allocate 
all funds transferred or deposited into the Cash Collateral Account among the 
Sub-Accounts as follows and in the following priority:

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

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

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

         (d)  fourth, but only (i) during an O&M Operative Period and/or
    (ii) after the Optional Prepayment Date, to the Operations and Maintenance
    Expense Sub-Account, until an amount equal to the sum of (x) the amount, if
    any, deducted therefrom during any preceding month to pay any amounts due
    pursuant to clause (a) or (b) above, to the extent not previously
    reimbursed to such Sub-Account, plus (y) an amount equal to the Operations
    and Maintenance Expense Monthly Installment for such month has been
    allocated to such Sub-Account; and

         (e)  fifth, but only (i) during an O&M Operative Period and/or
    (ii) after the Optional Prepayment Date, to the Curtailment Reserve Fund
    Sub-Account, until an amount equal to the Excess Cash Flow has been
    deposited in the Curtailment Reserve Fund Sub-Account.

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    Beneficiary shall notify Grantor as soon as reasonably practicable after 
the amounts set forth in clauses (a) through (e) above, all as applicable, 
have been transferred or deposited into the Cash Collateral Account and 
allocated as aforesaid to the extent such deposits are made prior to the 
fifth (5th) Business Day immediately preceding the Payment Date (the "Notice 
Date") in the then Current Month.  Provided that no Event of Default has 
occurred and is continuing and that Beneficiary has given the Excess Rent 
Notice, from and after the date of the Excess Rent Notice, all sums remaining 
in or deposited into the Cash Collateral Account in such month shall be 
transferred by the Bank into an account to be established by Grantor in the 
Property Collection Account Bank. After the occurrence, and during the 
continuance, of an Event of Default, no funds held in the Property Collection 
Account, and no funds held in the Cash Collateral Account, shall be 
distributed to Grantor, and, at any time following the acceleration of the 
Debt in accordance with Article XIII hereof, Beneficiary shall have the right 
to apply all or any portion of the funds held in either or both of such 
accounts to the Debt in Beneficiary's sole discretion.

    In the event that sufficient funds to fund all of the Sub-Accounts 
pursuant to this Section 5.05 for the Payment Date in any Current Month are 
not on deposit in the Cash Collateral Account on the Notice Date for the then 
Current Month, Beneficiary shall deliver to Manager, via telecopy, on or 
before 4:00 P.M. New York City time on the Notice Date a certificate in the 
form set forth as Exhibit E attached hereto and made a part hereof stating 
that sufficient funds have not theretofore been deposited into the Cash 
Collateral Account for allocation to the various Sub-Accounts and stating 
whether the funds theretofore deposited into the Cash Collateral Account are 
sufficient to fund the Debt Service Payment Sub-Account and the Basic 
Carrying Costs Sub-Account pursuant to this Section 5.05.  If any such 
certificate is delivered, Grantor shall be obligated to deposit immediately 
available United States funds (in addition to Rent) into the Cash Collateral 
Account (i) prior to such Payment Date, in the amount necessary to fund the 
Debt Service Payment Sub-Account and the Basic Carrying Costs Sub-Account and 
(ii) within five (5) days of the delivery of said certificate to Manager, in 
the amount of the balance of the deficiency in the Cash Collateral Account 
for allocation to the various other Sub-Accounts, and failure to make one or 
both of such deposits shall be an Event of Default hereunder.  If, on any 
Payment Date, the aggregate balance in the Cash Collateral Account (excluding 
funds allocated to any Sub-Account other than funds allocated to the Debt 
Service Payment Sub-Account or the Basic Carrying Costs Sub-Account) is 
insufficient to make the payment of the Basic Carrying Costs Monthly 
Installment and the Required Debt Service Payment required to be made 
pursuant to clauses (a) and (b) of this Section 5.05, then a Default shall 
exist hereunder and Beneficiary may (but shall not be obligated to) withdraw 
funds and pay such deficiency from any Sub-Account in such order of priority 

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as Beneficiary determines in Beneficiary's sole discretion (in each case to 
the extent funds are available in each such Sub-Account).

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

    Section 5.06.  Payment of Basic Carrying Costs.  Grantor hereby agrees to 
pay all Basic Carrying Costs with respect to Grantor, the Trust Property and 
any Rent derived therefrom or with respect thereto.  At least five (5) 
Business Days prior to the due date of any Basic Carrying Costs, and not more 
frequently than once each month, Grantor may notify Beneficiary in writing 
and request that Beneficiary pay such Basic Carrying Costs on behalf of 
Grantor on or prior to the due date thereof, and, provided that no Event of 
Default has occurred and that there are sufficient funds available in the 
Basic Carrying Costs Sub-Account, Beneficiary shall make such payments out of 
the Basic Carrying Costs Sub-Account before same shall be delinquent.  
Together with each such request, Grantor shall furnish Beneficiary with bills 
and all other documents necessary, as reasonably determined by Beneficiary, 
for the payment of the Basic Carrying Costs which are the subject of such 
request. Grantor's obligation to pay (or cause Beneficiary to pay) Basic 
Carrying Costs pursuant to this Deed of Trust shall include, to the extent 
permitted by applicable law, Impositions resulting from future changes in law 
which impose upon Beneficiary an obligation to pay any property taxes or 
other Impositions or which otherwise adversely affect Beneficiary's 
interests.  Upon receipt by Beneficiary of a written notice from Grantor 
requesting that Beneficiary reimburse Grantor for any Impositions which 
Grantor has previously paid in accordance with the terms hereof (provided 
that Grantor shall not be entitled to deliver any such notice more frequently 
than once each month), provided that (i) no Event of Default has occurred and 
is continuing and (ii) such notice is accompanied by an original invoice for 
such Impositions which has been marked "paid in full" by the appropriate 
taxing authority, together with a copy of the cancelled check in payment of 
such invoice or such other documents as may be reasonably required by 
Beneficiary to establish that the Basic Carrying Costs which are the subject 
of such request have been paid, Beneficiary shall  

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disburse any sums actually on deposit in the Basic Carrying Costs Sub-Account 
to Grantor up to an amount equal to the Impositions for which such invoice 
relates.

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

    Section 5.07.  Debt Service Payment Sub-Account.  On each Payment Date, 
Beneficiary shall transfer to the Collection Account, from the Debt Service 
Payment Sub-Account, an amount equal to the sum of (a) the Required Debt 
Service Payment for such Payment Date and (b) any amounts deposited into the 
Cash Collateral Account that are either (i) Loss Proceeds that Beneficiary 
has elected to apply to reduce the Debt in accordance with the terms of 
Article III hereof or (ii) Loss Proceeds, up to an amount equal to the 
Release Price, remaining after the completion of any restoration required 
hereunder.

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

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<PAGE>

be entitled to deliver any such notice more frequently than once each month), 
provided that (i) no Event of Default has occurred and is continuing and (ii) 
such notice is accompanied by (A) lien waivers, and (B) copies of bills and 
original invoices which have been marked "paid in full" by the party to whom 
such payment is due, together with a copy of the cancelled checks in payment 
of such invoices or such other reasonable documentation as may be required by 
Beneficiary to establish that the Recurring Capital Expenditures which are 
the subject of such request represent amounts which have been paid for 
completed or partially completed capital work and improvements at the Trust 
Property, Beneficiary shall disburse any sums actually on deposit in the 
Capital Expenditure Reserve Sub-Account to Grantor up to an amount equal to 
the Recurring Capital Expenditures for which such invoices relate.

    Provided that no Event of Default shall have occurred, all funds 
deposited into the Cash Collateral Account relating to Recurring Capital 
Expenditures shall be held by Beneficiary pursuant to the provisions of this 
Deed of Trust and shall be applied in payment of Recurring Capital 
Expenditures.  Should an Event of Default occur, the proceeds on deposit in 
the Capital Expenditure Reserve Sub-Account may be applied by Beneficiary in 
payment of any Recurring Capital Expenditures for all or any portion of the 
Cross-collateralized Properties or any other charges affecting all or any 
portion of the Cross-collateralized Properties, or, at any time following the 
acceleration of the Debt in accordance with Article XIII hereof, may be 
applied to the payment of the Debt, as Beneficiary in its sole discretion may 
determine; provided, however, that no such application shall be deemed to 
have been made by operation of law or otherwise until actually made by 
Beneficiary as herein provided.

    Section 5.09.  Intentionally Omitted.

    Section 5.10. Expansion Account.  Beneficiary shall establish the 
Expansion Account in the name of Beneficiary or its successors and assigns.  
The Expansion Account shall be an Eligible Account under the sole dominion 
and control of Beneficiary.  Grantor hereby irrevocably directs and 
authorizes Beneficiary to withdraw funds from the Expansion Account in 
accordance with the terms and conditions in this Section 5.10.  Grantor shall 
not have any right of withdrawal with respect to the Expansion Account and 
Grantor shall so notify the bank in which the Expansion Account is located by 
an irrevocable written instrument, a copy of which, receipted by such bank, 
shall be promptly forwarded to Beneficiary.  Grantor hereby grants 
Beneficiary a security interest in all amounts to be deposited in the 
Expansion Account.  Each transfer of funds to be made from the Expansion 
Account under this Section 5.10 shall be made only to the extent that funds 
are on deposit in the Expansion Account and Beneficiary shall have no 
responsibility to make additional funds available in the event that funds on 
deposit are insufficient.  Grantor agrees that Grantor shall include all 

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earnings on the Expansion Account as income of Grantor for federal and 
applicable state tax purposes.  Provided that (a) Beneficiary has received a 
Notice of Borrowing at least thirty (30) days prior to the date upon which 
Grantor would like an Expansion Funding, and not more than one such notice 
has been made in such calendar month, (b) no Event of Default has occurred 
and is continuing, (c) there are sufficient funds available in the Expansion 
Account, (d) the Completion Date for the Expansion Space in connection with 
which Grantor has requested a disbursement from the Expansion Account has 
occurred, (e) Grantor shall have furnished Beneficiary (i) lien waivers, 
copies of bills and invoices evidencing that all work on the portion of the 
Expansion Space which is occupied by tenants has been paid for in full 
(exclusive of retainage up to ten percent (10%) of the cost of such work and 
such other de minimus amounts acceptable to Beneficiary), together with 
summaries of all Leases relating to the Expansion Space which shall specify, 
inter alia, any termination rights under such Leases, and (ii) such other 
documentation as may be reasonably required by Beneficiary or the Rating 
Agencies, all of which are satisfactory, in form and substance, to 
Beneficiary, (f) the Aggregate Debt Service Coverage, calculated by 
subtracting from Net Operating Income any Expansion Net Cash Flow 
attributable to any Expansion Space for which an Expansion Funding has 
occurred within the prior eighteen (18) months, and by subtracting from 
payments of principal and interest any and all principal and interest 
allocable to the aggregate Funding Amounts for such Expansion Spaces, is 
equal to or greater than the Closing DSC,(g) each Rating Agency shall have 
delivered written confirmation that any rating issued by such Rating Agency 
in connection with the Securitization will not, as a result of the proposed 
Expansion Funding, be downgraded from the then current ratings thereof, 
qualified or withdrawn, which confirmation may be granted or withheld in the 
Rating Agencies' sole and absolute discretion, provided, however, the Rating 
Agencies shall either deliver such confirmation, or deliver written notice 
that no such confirmation shall be granted, which shall state the reasons for 
such denial, within 30 days of the date of submission of the Notice of 
Borrowing, (h) funds have previously been disbursed from the Expansion 
Sub-Account with respect to the Expansion Space for which the Notice of 
Borrowing relates not more than two times and not more than once in any 9 
month period, (i) Grantor has not submitted to Beneficiary twenty (20) or 
more Notices of Borrowing with respect to the Cross-collateralized Properties 
and (j) the Notice of Borrowing is delivered to Beneficiary prior to the 
commencement of the third Loan Year except that if the Completion Date is 
prior to the third Loan Year for such Expansion Space, Grantor shall have the 
right to submit the Notice of Borrowing at any time prior to the commencement 
of the fourth Loan Year, Beneficiary shall promptly disburse to Grantor the 
Expansion Funding Amount out of the Expansion Account.  In the event that 
Beneficiary has not approved or disapproved of any documentation required to 
be delivered to Beneficiary as a condition  for a disbursement of funds from 
the Expansion Account within thirty (30) days of the receipt of all 
documentation required to be delivered hereunder and no Event of Default has 
occurred and is continuing, such approval shall be deemed granted and 
Beneficiary shall promptly disburse the requested amount to Grantor.  
Provided that no Event of Default shall have occurred and is continuing, all 
funds deposited into the Expansion Account shall be held by Beneficiary 
pursuant to the provision of this Deed of Trust and shall be disbursed by 
Beneficiary for Expansion Fundings.  Should an Event of Default occur, the 
proceeds on deposit in the Expansion Account may be 

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applied by Beneficiary in payment of any charges affecting all or any portion 
of the Cross-collateralized Properties, or, at any time following the 
acceleration of the Debt in accordance with Article XIII hereof, may be 
applied to the payment of the Debt, as Beneficiary in its sole discretion may 
determine; provided, however, that no such application shall be deemed to 
have been made by operation of law or otherwise until actually made by 
Beneficiary as herein provided.

    Section 5.11  Loss Proceeds.  (a) Beneficiary shall establish the Loss 
Proceeds Account in the name of Beneficiary, or its successors and assignee. 
The Loss Proceeds Account shall be an Eligible Account under the sole 
dominion and control of Beneficiary.  Grantor hereby irrevocably directs and 
authorizes Beneficiary to withdraw funds from the Loss Proceeds Account in 
accordance with the terms and conditions of this Section 5.11.  Grantor shall 
not have any right of withdrawal with respect to the Loss Proceeds Account 
and Grantor shall so notify the bank in which the Loss Proceeds Account is 
located by an irrevocable written instrument, a copy of which, receipted by 
such bank, shall be promptly forwarded to Beneficiary.  Grantor hereby grants 
Beneficiary a security interest in all amounts to be deposited in the Loss 
Proceeds Account.  Each transfer of funds to be made from the Loss Proceeds 
Account under this Section 5.11 shall be made only to the extent that funds 
are on deposit in the Loss Proceeds Account and Beneficiary shall have no 
responsibility to make additional funds available in the event that funds on 
deposit are insufficient.  Grantor agrees that Grantor shall include all 
earnings on the Loss Proceeds Account as income of Grantor for federal and 
applicable state tax purposes.  

    (b)  In the event of a casualty to the Trust Property, except to the 
extent Beneficiary elects, or is required pursuant to Article III hereof to 
make the Insurance Proceeds available to Grantor for restoration, Beneficiary 
and Grantor shall cause all such Insurance Proceeds to be paid by the insurer 
directly to the Cash Collateral Account, whereupon Beneficiary shall, after 
reimbursing Grantor's reasonable costs and Beneficiary's reasonable cost of 
recovering and paying out such Insurance Proceeds including, without 
limitation, reasonable attorneys' fees and disbursements, apply same, up to 
an amount equal to the Release Price, to reduce the Debt and, provided that 
no Event of Default shall have occurred and is continuing, shall disburse any 
amount in excess of the Release Price, if any, to Grantor; provided, however, 
that if Beneficiary elects, or is deemed to have elected, to make the 
Insurance Proceeds available for restoration, all Insurance Proceeds in 
respect of rent, business interruption or other similar coverage shall be 
maintained in the Loss Proceeds Account, to be applied by Beneficiary in the 
same manner as Rent received from Manager with respect to the operation of 
the Trust Property; provided, further, however, that in the event that the 
Insurance Proceeds of such rent, business interruption or other similar 
insurance policy are paid in a lump sum in advance, Beneficiary shall hold 
such Insurance Proceeds in the Loss Proceeds Account, shall estimate, in 
Beneficiary's reasonable discretion, the number of months required for 
Grantor to restore the damage caused by the casualty, shall divide the 
aggregate rent, business interruption or other similar Insurance Proceeds by 
such number of months, 

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and shall disburse from the Loss Proceeds Account into the Cash Collateral 
Account each month during the performance of such restoration such monthly 
installment of said Insurance Proceeds.  In the event that Insurance Proceeds 
are to be applied toward restoration, Beneficiary shall hold such funds in 
the Loss Proceeds Account and shall disburse same in accordance with the 
provisions of Section 3.04 hereof.  Unless Beneficiary elects, or is required 
pursuant to Section 6.01 hereof to make Condemnation Proceeds available to 
Grantor for restoration, Beneficiary and Grantor shall cause all such 
Condemnation Proceeds to be paid to the Cash Collateral Account, whereupon 
Beneficiary shall, after reimbursing Grantor's reasonable costs and 
Beneficiary's reasonable costs of recovering and paying out such Condemnation 
Proceeds, including, without limitation, reasonable attorneys' fees and 
disbursements, apply same, up to an amount equal to the Release Price, by 
transferring such amount to the Collection Account, to reduce the Debt and, 
provided that no Event of Default shall have occurred and is continuing, 
shall disburse any amount in excess of the Release Price, if any, to Grantor; 
provided, however, that any Condemnation Proceeds received in connection with 
a temporary Taking shall be maintained in the Loss Proceeds Account, to be 
applied by Beneficiary in the same manner as Rent received from Manager with 
respect to the operation of the Trust Property; provided, further, however, 
that in the event that the Condemnation Proceeds of any such temporary Taking 
are paid in a lump sum in advance, Beneficiary shall hold such Condemnation 
Proceeds in the Loss Proceeds Account, shall estimate, in Beneficiary's 
reasonable discretion, the number of months that the Trust Property shall be 
affected by such temporary Taking, shall divide the aggregate Condemnation 
Proceeds in connection with such temporary Taking by such number of months, 
and shall disburse from the Loss Proceeds Account into the Cash Collateral 
Account each month during the pendency of such temporary Taking such monthly 
installment of said Condemnation Proceeds. In the event that Condemnation 
Proceeds are to be applied toward restoration, Beneficiary shall hold such 
funds in the Loss Proceeds Account, and shall disburse same in accordance 
with the provisions of Section 3.04 hereof.  If any Loss Proceeds are 
received by Grantor, such Loss Proceeds shall be received in trust for 
Beneficiary, shall be segregated from other funds of Grantor, and shall be 
forthwith paid into the Cash Collateral Account, or paid to Beneficiary to 
hold in the Loss Proceeds Account, in each case to be applied or disbursed in 
accordance with the foregoing.  Any Loss Proceeds made available to Grantor 
for restoration in accordance herewith, to the extent not used by Grantor in 
connection with, or to the extent they exceed the cost of, such restoration, 
shall be deposited into the Cash Collateral Account.

    Section 5.11. Operations and Maintenance Expense Sub-Account.  Grantor 
hereby agrees to pay all Operating Expenses with respect to the Trust 
Property (without regard to the amount of money then available in the 
Operations and Maintenance Expense Sub-Account).  

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All funds allocated to the Operations and Maintenance Expense Sub-Account 
shall be held by Beneficiary pursuant to the provisions of this Deed of 
Trust.  During an O&M Operative Period or at any time after the Optional 
Prepayment Date, any sums held in the Operations and Maintenance Expense 
Sub-Account shall be disbursed to Grantor within five (5) Business Days of 
receipt by Beneficiary from Grantor of (i) a written request for such 
disbursement which shall indicate the Operating Expenses (exclusive of 
Impositions and insurance premiums) for which the required disbursement is to 
pay and (ii) an Officer's Certificate stating that all Operating Expenses are 
being paid in accordance with the Approved Manager Standard, provided, 
however, in the event that Grantor legitimately disputes any invoice for an 
Operating Expense, and (A) Grantor shall have set aside adequate reserves for 
the payment of such disputed sums together with all interest and late fees 
thereon, (B) Grantor has complied with all the requirements of this Deed of 
Trust relating thereto, and (C) the contesting of such sums shall not 
constitute a default under any other instrument, agreement, or document to 
which Grantor is a party, Grantor may, after certifying to Beneficiary as to 
items (A) through (C) hereof, contest such invoice.  Together with each such 
request, Grantor shall furnish Beneficiary with bills and all other documents 
necessary for the payment of the Operating Expenses which are the subject of 
such request.  Grantor may request a disbursement from the Operations and 
Maintenance Expense Sub-Account no more than four (4) times per calendar 
month.  During an O&M Operative Period and at any time after the Optional 
Prepayment Date, the proceeds on deposit in the Operations and Maintenance 
Expense Sub-Account may be applied by Beneficiary in payment of any Operating 
Expenses for the Trust Property or other charges affecting all or any portion 
of the Trust Property as Beneficiary, in its sole discretion, may determine, 
or at any time following an acceleration of the Debt by Beneficiary in 
accordance with Article XIII hereof, may be applied to the payment of the 
Debt; provided, however, that no such application shall be deemed to have 
been made by operation of law or otherwise until actually made by Beneficiary 
as herein provided.  All sums, if any, remaining in the Operations and 
Maintenance Expense Sub-Account (y) after the payment of all Operating 
Expenses for the then Current Month and (z) following the cure of any then 
existing Event of Default, shall be deposited into the Cash Collateral 
Account.

    Section 5.12. Curtailment Reserve Fund Sub-Account.   All funds allocated 
to the Curtailment Reserve Fund Sub-Account shall be held by Beneficiary 
pursuant to the provision of this Deed of Trust.  During any O&M Operative 
Period and/or from and after the Optional Prepayment Date, Beneficiary shall 
allocate all  Excess Cash Flow to the Curtailment Reserve Fund Sub-Account.  
All sums remaining in the Curtailment Reserve Fund Sub-Account after the 
curing of any Event of Default, provided that such cure has occurred prior to 
the acceleration of the Debt by Beneficiary, shall be deposited into the Cash 
Collateral Account.  At any time following the Optional Prepayment Date, all 
sums in the Curtailment

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Reserve Fund Sub-Account shall be applied as set forth in Section 2.01(a)(ii) 
of the Note.  At any time following an acceleration of the Debt by 
Beneficiary, all sums in the Curtailment Reserve Fund Sub-Account may, at 
Beneficiary's option, be applied as set forth in Section 2.02 of the Note.

    Section 5.13.  Performance of Engineering Work.  (a) Grantor shall 
promptly commence and diligently thereafter pursue to completion (without 
regard to the amount of money then available in the Engineering Escrow 
Sub-Account) the engineering work set forth on Exhibit D attached hereto and 
made a part hereof (the "Required Engineering Work") as follows:  (i) work 
designated as either "approved work" or "urgent work" on Exhibit D attached 
hereto and made a part hereof shall be completed by no later than the six (6) 
month anniversary of the date hereof, and (ii) work designated as "deferred 
work" shall be completed by no later than the one (1) year anniversary of the 
date hereof.  After Grantor completes an item of Required Engineering Work 
set forth on Exhibit D hereto, Grantor may submit to Beneficiary an invoice 
therefor with lien waivers and a statement from the Engineer, reasonably 
acceptable to Beneficiary, indicating that the portion of the Required 
Engineering Work in question has been completed in compliance with all Legal 
Requirements, and Beneficiary shall, within twenty (20) days thereafter, 
although in no event more frequently than once each month, reimburse such 
amount to Grantor from the Engineering Escrow Sub-Account; provided, however, 
that Grantor shall not be reimbursed more than the amount set forth on 
Exhibit D hereto as the amount allocated to the portion of the Required 
Engineering Work for which reimbursement is sought.

         (b)  From and after the date all of the Required Engineering Work is 
completed, Grantor may submit a written request, which request shall be 
delivered together with final lien waivers and a statement from the Engineer, 
as the case may be, reasonably acceptable to Beneficiary, indicating that all 
of the Required Engineering Work has been completed in compliance with all 
Legal Requirements, and Beneficiary shall, within twenty (20) days 
thereafter, disburse any balance of the Engineering Escrow Sub-Account to 
Grantor.

    Section 5.15.  Rate-cap Agreement.  In the event that (a) the long-term 
unsecured debt obligations of the issuer of the Rate-cap Agreement are 
downgraded by the Rating Agency below "AA" or its equivalent or (b) the 
issuer of the Rate-cap Agreement shall default in any of its obligations 
under the Rate-cap Agreement, Grantor shall, at the request of Beneficiary, 
promptly but in all events within ten (10) Business Days, replace the 
Rate-cap Agreement with an agreement having identical payment terms and 
maturity as the Rate-cap Agreement and which is otherwise in form and 
substance substantially similar to the Rate-cap Agreement and otherwise 
acceptable to Beneficiary with a cap provider whose long-term unsecured debt 
is rated at least "AAA" or its equivalent by 

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the Rating Agency, or which will allow the Rating Agency to reaffirm their 
then current ratings of all rated certificates issued in connection with the 
Securitization; provided, however, if Grantor obtains a written confirmation 
from each Rating Agency stating that any failure to replace the Rate-cap 
Agreement will not cause a downgrade, qualification or withdrawal of any 
rating issued in connection with the Securitization which is acceptable in 
form and substance to Beneficiary, Grantor shall not be required to replace 
the Rate-cap Agreement. 

                           ARTICLE VI:  CONDEMNATION

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

    (b)  "Substantial Taking" shall mean a Taking of such portion of the 
Trust Property that would leave remaining a balance of the Trust Property 
which would not under then current economic conditions, applicable zoning 
laws, building regulations and other applicable Legal Requirements, permit 
the restoration of the Trust 

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Property so as to constitute a complete, entable facility of the same sort as 
existed prior to the Taking, having adequate ingress and egress to the Trust 
Property, capable of producing a projected Net Operating Income (calculated 
in accordance with the next sentence) yielding a projected Debt Service 
Coverage (with a reduction of the Allocated Loan Amount by an amount equal to 
the projected amount of the Condemnation Proceeds in the determination of 
projected Debt Service Coverage) therefrom for the next three years of at 
least 1.45.  The average Net Operating Income produced by the Trust Property 
during the three (3) year period immediately preceding such Taking, as 
adjusted for the portion remaining after a Taking, shall be deemed to 
constitute the projected Net Operating Income.

    (c)  In the case of a Substantial Taking, the Condemnation Proceeds shall 
be payable, after payment of all necessary and proper expenses incurred in 
the collection of such award, to Beneficiary, in reduction of the Debt but 
without any prepayment premium.  Such Condemnation Proceeds may be applied as 
set forth in Section 15.02(i) and 15.02(iii) and, provided that no Event of 
Default has occurred and is continuing, any excess Condemnation Proceeds in 
excess of the Release Price shall be paid to Grantor.  If subsequent to 
payment of such amount in full, Beneficiary shall receive payment of any 
subsequent Condemnation Proceeds, then, provided that no Event of Default has 
occurred and is continuing, such award amount shall be paid to Grantor.  Each 
of the parties agrees to execute any and all documents that may be reasonably 
required in order to facilitate collection by them of such awards.

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

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

         (ii) second, to Beneficiary, up to an amount equal to the Release
    Price in reduction of the Debt without any prepayment premium.

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    Restoration shall be done in accordance with and subject to the 
provisions of Section 3.04.  Payments to Grantor as aforesaid shall be 
disbursed in the manner set forth in Section 3.04(b).  If one or more Takings 
in the aggregate create a Substantial Taking, then, in such event, the 
sections of this Article VI above applicable to Substantial Takings shall 
apply.

    (e)  In the event Beneficiary is obligated to or elects to make 
Condemnation Proceeds available for the restoration or rebuilding of the 
Trust Property, such proceeds shall be disbursed in the manner and subject to 
the conditions set forth in Section 3.04(b) hereof.  If, in accordance with 
this Article VI, any proceeds are used to reduce the Debt, they shall be 
applied as Condemnation Proceeds.  Grantor shall promptly execute and deliver 
all instruments reasonably requested by Beneficiary for the purpose of 
confirming the assignment of the Condemnation Proceeds to Beneficiary.  
Application of all or any part of the Condemnation Proceeds to the Debt shall 
be made in accordance with the provisions of Section 3.07.  No application of 
the Condemnation Proceeds to the reduction of the Debt shall have the effect 
of releasing the lien of this Deed of Trust until the remainder of the Debt 
has been paid in full or the Release Price for the Trust Property shall have 
been paid under Section 15.02 hereof and the provisions of Section 15.02 
hereof have otherwise been satisfied.  In the case of any Taking, 
Beneficiary, to the extent that Beneficiary has not been reimbursed by 
Grantor, shall be entitled, as a first priority out of any Condemnation 
Proceeds, to reimbursement for all costs, fees and expenses incurred in the 
determination and collection of any Condemnation Proceeds and Grantor shall 
be entitled to a second priority out of any Condemnation Proceeds, to 
reimbursement for all costs, fees and expenses reasonably incurred in the 
determination and collection of any Condemnation Proceeds.  All Condemnation 
Proceeds deposited with Beneficiary pursuant to this Section, until expended 
or applied as provided herein, shall be deposited into the Loss Proceeds 
Account and shall constitute additional security for the payment of the Debt 
and the payment and performance of the Cross-collateralized Borrowers' 
obligations under the Loan Documents.  All awards so deposited with 
Beneficiary shall be held by Beneficiary in the Loss Proceeds Account, but 
Beneficiary makes no representation or warranty as to the rate or amount of 
interest, if any, which may accrue on any such deposit and shall have no 
liability in connection therewith.  For purposes hereof, any reference to the 
award shall be deemed to include interest, if any, which has accrued thereon.

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                         ARTICLE VII:  LEASES AND RENTS

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

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

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

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

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

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<PAGE>

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

    Section 7.02.  Management of Trust Property.  (a)  Grantor shall manage 
the Trust Property or cause the Trust Property to be managed in a manner 
which is consistent with the Approved Manager Standard.  Grantor may provide 
reasonable compensation for services to the Manager, which shall mean (i) 
while PRLP is the Manager, reimbursement for reasonably incurred direct costs 
involved in the management of the Trust Property as required herein including 
reimbursement for allocated portions of salaries and overhead and (ii) in the 
event that a Person other than PRLP is the Manager, such compensation as is 
commercially reasonable for similar properties similarly situated.  All Space 
Leases shall provide for rental rates, terms and conditions which constitute 
good and prudent business practice and are consistent with the Approved 
Manager Standard and shall be arms-length transactions.  All Leases shall 
provide that they are subordinate to this Deed of Trust and that the lessees 
thereunder attorn to Beneficiary. Grantor shall deliver copies of all Leases, 
amendments, modifications and renewals to Beneficiary.

    (b)  Grantor (i) shall observe and perform all of its  obligations under 
the Leases pursuant to applicable Legal Requirements and shall not do or 
permit to be done anything to impair the value of the Leases as security for 
the Debt; (ii) shall promptly, upon Beneficiary's request, send copies to 
Beneficiary of all notices of default which Grantor shall receive under the 
Leases; (iii) shall, consistent with the Approved Manager Standard, enforce 
all of the terms, covenants and conditions contained in the Leases to be 
observed or performed; (iv) shall not collect any of the Rents under the 
Leases more than one (1) month in advance (except that Grantor may collect in 
advance such security deposits as are permitted pursuant to applicable Legal 
Requirements and are commercially reasonable in the prevailing market); (v) 
shall not execute any other assignment of lessor's interest in the Leases or 
the Rents except as otherwise expressly permitted pursuant to this Deed of 
Trust; (vi) shall not cancel or terminate any of the Leases or accept a 
surrender thereof in any manner inconsistent with the Approved Manager 
Standard; (vii) shall not convey, transfer or suffer or permit a conveyance 
or transfer of all or any part of the Premises or the Improvements or of any 
interest therein so as to effect a merger of the estates and rights of, or a 
termination or 

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<PAGE>

diminution of the obligations of, lessees thereunder; (viii) shall notify 
Beneficiary of any material alteration, modification or change in the terms 
of any guaranty of any Major Space Lease or cancellation or termination of 
such guaranty promptly upon effectuation of same unless altered, cancelled, 
modified or changed in the ordinary course of business; (ix) shall, in 
accordance with the Approved Manager Standard, make all reasonable efforts to 
seek lessees for space as it becomes vacant and enter into Leases in 
accordance with the terms hereof; (x) shall not materially modify, alter or 
amend (A) any one or more Space Leases with a tenant and/or its Affiliates if 
such alteration or amendment is effected as part of a single transaction or a 
series of substantially integrated transactions relating to 50,000 leasable 
square feet or more in the aggregate of any or all of the 
Cross-collateralized Properties or (B) Property Agreement with any Pad Owner, 
in each case without Beneficiary's consent, which consent will not be 
unreasonably withheld or delayed; (xi) shall notify Beneficiary promptly if 
any Pad Owner shall cease business operations or of the occurrence of any 
event of which it becomes aware affecting a Pad Owner or its property which 
might have any material effect on the Trust Property; (xii) shall, without 
limitation to any other provision hereof, execute and deliver at the request 
of Beneficiary all such further assurances, confirmations and assignments in 
connection with the Trust Property as are required herein and as Beneficiary 
shall from time to time reasonably require and (xiii) shall not enter into 
one or more Space Leases with a tenant and/or its Affiliates, as part of a 
single transaction or a series of substantially integrated transactions 
relating to 50,000 leasable square feet or more, in the aggregate, of any or 
all of the Cross-collateralized Properties, unless each such Space Lease 
provides for the payment of market rentals thereunder, is in compliance with 
the Approved Manager Standard and is otherwise reasonably acceptable to 
Beneficiary.

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

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<PAGE>

Requirements, turn over the security deposits (and any interest thereon) to 
Beneficiary to be held by Beneficiary in accordance with the terms of the 
Leases and all Legal Requirements.

    (d)  If the Aggregate Debt Service Coverage for any twelve (12) month 
period preceding the date of determination declines to 1.15 or less, then, if 
Beneficiary determines in its reasonable discretion prior to the removal of 
the existing manager that a reputable independent property manager can manage 
the Trust Property at competitive rates more efficiently and with better 
results than Grantor or Grantor's Manager, Beneficiary shall have the right 
to appoint such reputable independent property manager selected by 
Beneficiary, in Beneficiary's sole discretion, to manage the Trust Property.

    (e)  Grantor covenants and agrees with Beneficiary that (i) the Trust 
Property will be managed at all times by (A) PRLP, in accordance with 
Grantor's partnership agreement or (B) in the event that the Manager is a 
Person other than PRLP, the  Manager pursuant to a management agreement 
approved by Beneficiary (the "Management Agreement"), (ii) unless the Manager 
is PRLP, after Grantor has knowledge of a fifty percent (50%) or more change 
in control of the ownership of the Manager, Grantor will promptly give 
Beneficiary notice thereof (a "Manager Control Notice") and (iii) PRLP's 
management services and the Management Agreement, as applicable, may be 
terminated by Beneficiary at any time for cause (including, but not limited 
to, Manager's gross negligence, willful misconduct, fraud or default beyond 
applicable notice and grace periods, if any, under the Management Agreement) 
or at any time following (A) the occurrence of an Event of Default, (B) the 
receipt of a Manager Control Notice or the occurrence of a transfer which 
obligates Grantor to give a Manager Control Notice or (C) if a tenant is 
moved from the Premises to a factory outlet center owned by an Affiliate of 
Grantor located within one (1) mile of any Cross-collateralized Property, 
either in connection with a Lease termination or at the end of the term of 
such Lease, unless (x) Grantor has delivered an Officer's Certificate, 
together with appropriate supporting materials, certifying that (1) the 
Premises (exclusive of Net Operating Income and principal and interest on 
aggregate Expansion Funding Amounts allocable to any Expansion Space for 
which either no Expansion Funding has been made or an Expansion Funding has 
occurred within the prior eighteen (18) months) has an occupancy rate of at 
least ninety percent (90%) on a pro forma basis (excluding such tenant's 
Space Lease but including any signed, noncancelable replacement Space Lease 
pursuant to which the tenant thereunder is obligated to commence paying Rent 
within sixty (60) days from the date of the certification) and (2) the Debt 
Service Coverage and the Aggregate Debt Service Coverage as of the date of 
the certification (exclusive of Net Operating Income and principal and 
interest on aggregate Expansion Funding Amounts allocable to any Expansion 
Space for which either no Expansion Funding has been made or an Expansion 
Funding has occurred within 

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<PAGE>

the prior eighteen (18) months) are not less than the Debt Service Coverage 
and the Aggregate Debt Service Coverage as of the Closing Date or (y) 
Beneficiary's consent to the move has been obtained, which consent shall not 
be unreasonably withheld, delayed or conditioned.  Grantor shall, following 
any such termination, and may from time to time thereafter, appoint a 
successor manager to manage the Trust Property with Beneficiary's prior 
written consent which consent shall not be unreasonably withheld or delayed, 
provided that, any such successor manager shall be a reputable management 
company which meets the Approved Manager Standard and shall be reasonably 
acceptable to Beneficiary and the Rating Agency.  Grantor further covenants 
and agrees that Grantor shall require the Manager (or any successor managers) 
to maintain at all times during the term of the Loan worker's compensation 
insurance as required by Governmental Authorities.

    (f)  From and after the Optional Prepayment Date, Beneficiary shall have 
thirty (30) days after the date on which it receives the Annual Budget to 
review, approve, disapprove or change the entries and information appearing 
in the Annual Budget.  If Beneficiary and Grantor are not able to reach 
agreement on the Annual Budget during Beneficiary's thirty (30) day review 
period, Beneficiary and Grantor shall attempt in good faith during the 
subsequent thirty (30) day period to resolve any disputes.  In the event 
Beneficiary and Grantor are still not able to reach agreement on the Annual 
Budget, Beneficiary and Grantor shall adopt such portions of the Operating 
Budget and the Capital Budget as they may have agreed upon, and any matters 
not agreed upon shall be referred to arbitration as provided for in Section 
18.33(b) hereof.  Pending the results of such arbitration or the earlier 
agreement of the parties, (i) if the Operating Budget has not been agreed 
upon, for the first ninety (90) days of the new Fiscal Year, the Trust 
Property will be operated in a manner reflecting the prior Fiscal Year's 
actual revenues, and thereafter the Trust Property will be operated for the 
full Fiscal Year (including the first ninety (90) days thereof) in a manner 
consistent with the gross revenues projection in the prior Fiscal Year's 
Annual Budget, in each case without adjustment until a new Operating Budget 
is adopted, and (ii) if the Capital Budget has not been agreed upon, no 
expenditures which are treated as capital in nature in accordance with GAAP 
shall be made unless the same are (i) set forth in a previously approved 
Capital Budget, (ii) are specifically required by Beneficiary, (iii) are 
otherwise required to comply with Legal Requirements, (iv) are otherwise 
required pursuant to Property Agreements entered into in accordance with the 
Approved Manager Standard or (v) are otherwise required to make emergency 
repairs.  Grantor shall provide Beneficiary with copies of any revisions to 
the Annual Budget which it may desire or otherwise deem appropriate to make 
from time to time during any Fiscal Year.

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                        ARTICLE VIII:  MAINTENANCE AND REPAIR

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

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

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

    (c)  Grantor shall not demolish, remove, construct, or, except as 
otherwise expressly provided herein, restore, or alter the Trust Property or 
any portion thereof nor consent to or permit any such demolition, removal, 
construction, restoration, addition or alteration (each a "Renovation") which 
would, for a period in excess of one year and in Grantor's best judgment at 
the time of such demolition, removal, construction, restoration or 
alteration, diminish the value of the Trust Property or materially diminish 
the Total GLA without Beneficiary's prior written consent in each 

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instance, which consent shall not be unreasonably withheld or delayed, 
provided, however, that for any Renovation which would temporarily diminish 
the value of the Trust Property or temporarily would materially diminish the 
Total GLA, Grantor shall be permitted to perform same provided (a) no Event 
of Default has occurred and is continuing at the time of the proposed 
Renovation, (b) Grantor shall have entered into one or more Space Leases with 
respect to the leasing of all or a portion of the space demised under the 
Space Leases which were terminated in connection with the Renovation (the 
"Affected Leases") which are in form and substance substantially similar to 
the Affected Leases and which provide for rental and other payments 
thereunder, net of any rebates, credits and other concessions granted by 
Grantor thereunder, equal to not less than eighty-five percent (85%) of the 
Rent due under the Affected Leases and Grantor shall have delivered a copy of 
such lease or leases to Beneficiary, (c) Grantor shall have delivered to 
Beneficiary cash collateral or an unconditional, irrevocable, clean sight 
draft letter of credit in form and substance, and issued by a bank, 
acceptable to Beneficiary, in an amount equal to the Rent that would have 
been payable pursuant to the Affected Leases during (I) the anticipated term 
of the Renovation, as reasonably determined by Beneficiary, plus (II) an 
additional six (6) month period (which cash collateral or letter of credit 
are hereinafter referred to as the "Renovation Funds") and (d) all 
Renovations shall be performed in compliance with Legal Requirements. Grantor 
hereby grants to Beneficiary a security interest in all of Grantor's right, 
title and interest in the Renovation Funds and irrevocably authorizes 
Beneficiary, following an Event of Default, to apply any or all of the 
Renovation Funds to cure any Event of Default or, following the acceleration 
of the Debt in accordance with Article XIII hereof, toward the payment of the 
Debt, as Beneficiary shall, in its sole discretion, determine, but without 
obligation to do so.  Following (X) delivery to Beneficiary of copies of any 
and all final certificates of occupancy or other certificates, licenses and 
permits required for the ownership, occupancy and operation of the Trust 
Property as so renovated and (Z) commencement of the payment of Rent payable 
under the lease or leases which replaced the Affected Leases without rebate, 
credit or other concession granted by Grantor thereunder, Beneficiary shall 
return the balance of the Renovation Funds not applied in accordance with the 
immediately preceding sentence, if any, to Grantor.

    (d)  Grantor represents and warrants to Beneficiary that (i) there are no 
fixtures, machinery, apparatus, tools, equipment or articles of personal 
property attached or appurtenant to, or located on, or used in connection 
with the management, operation or maintenance of the Trust Property, except 
for the Equipment and equipment leased by Grantor for the management, 
operation or maintenance of the Trust Property in accordance with the Loan 
Documents; (ii) the Equipment and the leased equipment constitutes all of the 
fixtures, machinery, apparatus, tools, equipment and 

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articles of personal property necessary to the proper operation and 
maintenance of the Trust Property; and (iii) all of the Equipment is free and 
clear of all liens, except for the lien of this Deed of Trust and the 
Permitted Encumbrances.  All rights, title and interest of Grantor in and to 
all extensions, improvements, betterment, renewals, appurtenances to, the 
Trust Property hereafter acquired by, or released to, Grantor or constructed, 
assembled or placed by Grantor in the Trust Property, and all changes and 
substitutions of the security constituted thereby, shall be and, in each such 
case, without any further mortgage, conveyance, assignment or other act by 
Beneficiary or Grantor, shall become subject to the lien and security 
interest of this Deed of Trust as fully and completely, and with the same 
effect, as though now owned by Grantor and specifically described in this 
Deed of Trust, but at any and all times Grantor shall execute and deliver to 
Beneficiary any documents Beneficiary may reasonably deem necessary or 
appropriate for the purpose of specifically subjecting the same to the lien 
and security interest of this Deed of Trust.

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

          ARTICLE IX:  TRANSFER OR ENCUMBRANCE OF THE Trust Property

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

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    Section 9.02.  No Transfer.  Grantor shall not make or permit any 
Transfer without the prior written consent of Beneficiary, which consent 
Beneficiary may withhold in its sole and absolute discretion.

    Section 9.03.  Due on Sale.  Subject to the provisions of Section 9.02, 
Beneficiary may declare the Debt immediately due and payable upon any 
Transfer made or permitted without Beneficiary's consent without regard to 
whether any impairment of its security or any increased risk of default 
hereunder can be demonstrated.  This provision shall apply to every Transfer 
of the Trust Property or any part thereof or interest in the Trust Property 
or in Grantor not permitted under the terms of this Deed of Trust regardless 
of whether voluntary or not, or whether or not Beneficiary has consented to 
any previous Transfer of the Trust Property or interest in Grantor.

    Section 9.04.  Permitted Easements, Etc.  Notwithstanding any other 
provision of this Article 9, Grantor may grant easements and other rights 
necessary for the development and operation of any real property adjacent to 
the Premises provided that the granting of such easements or other rights is 
consistent with the Approved Manager Standard and the granting of such 
easement or other rights shall not, individually or in the aggregate, 
materially interfere with the benefits of the security intended to be 
provided by this Deed of Trust, materially affect the value or marketability 
of the Trust Property, materially impair the use or operation of the Trust 
Property or materially impair Grantor's ability to pay its obligations in a 
timely manner.

                           ARTICLE X:  CERTIFICATES

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

    (b)  Within fifteen (15) days after written request by Grantor, 
Beneficiary shall furnish to Grantor a written statement confirming the 
amount of the Debt, the maturity date of the Note, 

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the date to which interest has been paid, and whether any Event of Default or 
other Default has occurred and is then continuing.

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

                                 ARTICLE XI:  NOTICES

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

    If to Beneficiary:  To Beneficiary, at the address first written above,
                        Attention:  Sheryl McAfee and to
                        Nomura Asset Capital Corporation
                        311 South Wacker Drive
                        Chicago, Illinois  60606
                        Attention:  David M. Murdoch, Jr.

                        with a copy to:

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

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

                        with a copy to:

                        Prime Retail, L.P.
                        100 East Pratt Street
                        19th Floor
                        Baltimore, Maryland  21202
                        Attention:  General Counsel and
                                    Chief Executive Officer

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

or such other address as Grantor, Deed Trustee or Beneficiary shall hereafter 
specify by written notice as provided herein, provided, however, that 
notwithstanding any provision of this Article to the 

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contrary, such notice of change of address shall be deemed given only upon 
actual receipt thereof.

                            ARTICLE XII:  INDEMNIFICATION

    Section 12.01.  Indemnification Covering Trust Property.  

    (a) In addition, and without limitation, to any other provision of this 
Deed of Trust or any other Loan Document, Grantor shall protect, indemnify 
and save harmless Beneficiary, Deed Trustee and their successors and assigns, 
and their agents, employees, officers and directors, from and against any and 
all liabilities, obligations, claims, damages, penalties, causes of action, 
costs and expense (including, without limitation, reasonable attorneys' fees 
and disbursements, whether incurred within or outside the judicial process), 
imposed upon or incurred by or asserted against Beneficiary, Deed Trustee and 
their assigns, or any of their agents, employees, officers or directors, by 
reason of (a) ownership of this Deed of Trust, the Assignment, the Trust 
Property or any part thereof or any interest therein or receipt of any Rents; 
(b) any accident, injury to or death of any person or loss of or damage to 
property occurring in, on or about the Trust Property or any part thereof or 
on the adjoining sidewalks, curbs, parking areas, streets or ways; (c) any 
use, nonuse or condition in, on or about, or possession, alteration, repair, 
operation, maintenance or management of, the Trust Property or any part 
thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways; 
(d) any failure on the part of Grantor to perform or comply with any of the 
terms of this Deed of Trust or the Assignment; (e) performance of any labor 
or services or the furnishing of any materials or other property in respect 
of the Trust Property or any part thereof; (f) any claim by brokers, finders 
or similar Persons claiming to be entitled to a commission in connection with 
any Lease or other transaction involving the Trust Property or any part 
thereof; (g) any Imposition including, without limitation, any Imposition 
attributable to the execution, delivery, filing, or recording of any Loan 
Document, Lease or memorandum thereof; (h) any lien or claim arising on or 
against the Trust Property or any part thereof under any Legal Requirement or 
any liability asserted against Beneficiary or Deed Trustee with respect 
thereto; or (i) the claims of any lessee or any Person acting through or 
under any lessee or otherwise arising under or as a consequence of any Lease. 
 Notwithstanding the foregoing provisions of this Section 12.01 to the 
contrary, Grantor shall have no obligation to indemnify Beneficiary pursuant 
to this Section 12.01 for liabilities, obligations, claims, damages, 
penalties, causes of action, costs and expenses (1) which result from 
Beneficiary's, and its successors' or assigns' willful misconduct or gross 
negligence or, (2) which are attributable to acts or events which occur after 
the payment in full of the Debt or earlier termination of this Deed of Trust 
(except to the extent 

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fairly attributable to acts or events or liabilities or damages occurring or 
accruing prior thereto and except as may be provided in any other Loan 
Document), (3) resulting from a transfer by Beneficiary of all or any part of 
its interest in this Deed of Trust, the Note, the other Loan Documents or the 
Trust Property, other than any such transfer either required by this Deed of 
Trust or any other Loan Document or made while an Event of Default shall have 
occurred and be continuing, (4) for Beneficiary's income, franchise, net 
revenue, capital levy, estate, inheritance or succession taxes and (5) which 
arise under or are connected to the Securities Act or any other securities 
laws, rules or regulations. Beneficiary shall credit against any payments due 
under this Section 12.01 any insurance recoveries actually received by 
Beneficiary in respect of the related claim under or from insurance paid for 
by Grantor or assigned to Beneficiary by Grantor.

    (b)  In the event that any action, suit or proceeding shall be brought 
against Beneficiary for which Beneficiary is indemnified herein, Beneficiary 
shall notify Grantor of the commencement thereof, and Grantor shall be 
entitled, at its sole cost and expense, acting through counsel reasonably 
acceptable to Beneficiary, to participate in, and, to the extent that Grantor 
desires to, assume and control the defense thereof; provided, however, that 
Grantor shall have acknowledged in writing its obligation to fully indemnify 
Beneficiary hereunder in respect of such action, suit or proceeding, and, 
provided further, that Grantor shall not be entitled to participate in the 
defense of any such action, suit or proceeding if (i) in the reasonable 
opinion of Beneficiary, (x) such action, suit or proceeding involves any risk 
of imposition of criminal liability or any risk of civil liability on 
Beneficiary or will involve a risk of the sale, forfeiture or loss of, or the 
creation of any lien (other than a Permitted Encumbrance) on the Trust 
Property or any part thereof unless Grantor shall have posted a bond or other 
security satisfactory to Beneficiary in respect to such risk except with 
respect to any risk of imposition of criminal liability on Beneficiary as to 
which Grantor shall not be entitled to so participate, (y) the control of 
such action, suit or proceeding would involve a bona fide conflict of 
interest or (z) such action, suit or proceeding involves claims, obligations, 
costs or expenses which exceed an amount equal to the product of (A) 
$40,000,000.00 and (B) a fraction, the numerator of which is (1) the 
aggregate Initial Allocated Loan Amounts less (2) the aggregate Initial 
Allocated Loan Amounts of all Cross-collateralized Properties which have been 
Released from the liens of the Cross-collateralized Mortgages as of the date 
of such determination, and the denominator of which is the aggregate Initial 
Allocated Loan Amounts (which amount is herein referred to as the "Litigation 
Threshold"), (ii) such proceeding involves claims, obligations, costs or 
expenses not fully indemnified by Grantor which Grantor and Beneficiary have 
been unable to sever from the indemnified claim(s), (iii) an Event of Default 
has occurred and is continuing, (iv) such action, suit or proceeding 

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involves matters which are unrelated to the overall transaction contemplated 
by this Deed of Trust and the other Loan Documents and if determined 
adversely could be detrimental to the interests of Beneficiary 
notwithstanding indemnification by Grantor. Beneficiary may participate in a 
reasonable manner at its own expense and with its own counsel in any 
proceeding conducted by Grantor in accordance with the foregoing. The party 
controlling any such action, suit or proceeding shall keep the other party or 
parties hereto fully informed of the status of any such proceeding.

    (c) In the event that, pursuant to Subsection (b)(i)(z) of this Section 
12.01, Grantor is not entitled to assume and control the defense of any such 
action, suit or proceeding, Grantor shall be permitted to assume and control 
such defense if Grantor either (i) delivers to Beneficiary an opinion letter 
from counsel reasonably acceptable to Beneficiary or a certificate or opinion 
from such other Person as shall be acceptable to Beneficiary that, in such 
counsel's or other Person's opinion, there is no reasonable likelihood that 
(A) the claimant would prevail on such action, suit or proceeding or (B) 
Beneficiary's potential, uninsured liability would not exceed the Litigation 
Threshold, which opinion or certificate shall be in form and substance 
satisfactory to Beneficiary or (ii) Grantor executes and delivers an 
agreement with Beneficiary, in form and substance satisfactory to 
Beneficiary, that Grantor's liability for fully indemnifying Beneficiary in 
respect of such action, suit or proceeding shall be a recourse obligation of 
Grantor not subject to the provisions of Section 18.31 hereof.

    (d) Each of Grantor and Beneficiary shall, at Grantor's sole cost and 
expense, make available to the other party such information and documents 
reasonably requested by the other party as are necessary or advisable for the 
other party to participate in any action, suit or proceeding to the extent 
permitted by this Section 12.01. Unless an Event of Default shall have 
occurred and be continuing, Beneficiary shall not enter into any settlement 
or other compromise with respect to any claim which is entitled to be 
indemnified under this Section 12.01 without five (5) days' prior written 
notice to Grantor unless Beneficiary waives its right to be indemnified under 
this Section 12.01 with respect to such claim. Upon payment in full of any 
claim by Grantor pursuant to this Section 12.01, to or on behalf of 
Beneficiary, Grantor, without any further action, shall be subrogated to any 
and all claims that Beneficiary may have relating thereto (other than claims 
in respect of insurance policies maintained by Beneficiary at its own 
expense), and Beneficiary shall execute such instruments of assignment and 
conveyance, evidence of claims and payment and such other documents, 
instruments and agreements as may be reasonably necessary to preserve any 
such claims and otherwise cooperate with Grantor and give such further 
assurances as are reasonably necessary or advisable to enable Grantor to 
pursue such claims vigorously. Any amount payable to Beneficiary pursuant to 
this 

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Section 12.01 shall be paid by Grantor to the indemnified party promptly upon 
(i) the adverse determination of such action, suit or proceeding against the 
indemnified party if, pursuant to this Section 12.01, Grantor assumed and 
controlled the defense thereof, or (ii) Grantor's receipt of a written demand 
therefor from Beneficiary, accompanied by a written statement describing the 
basis for such indemnity and the computation of the amount so payable. 

    Any amounts payable to Beneficiary by reason of the application of this 
Section 12.01 shall constitute a part of the Debt secured by the 
Cross-collateralized Mortgages and other Loan Documents and shall become 
immediately due and payable and shall bear interest at the Default Rate from 
the date the liability, obligation, claim, cost or expense is sustained by 
the indemnified party, until paid.  The provisions of this Section 12.01 
shall survive the termination of this Deed of Trust and the other Loan 
Documents whether by repayment of the Debt, foreclosure or delivery of a deed 
in lieu thereof, assignment or otherwise.

                               ARTICLE XIII:  DEFAULTS

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

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

         (b)  if payment of any sum required to be paid and allocated pursuant
    to clauses (a) and (b) of Section 5.05 hereof shall not be fully paid on or
    before the applicable Payment Date or if any other sum required to be paid
    and/or allocated pursuant to clauses (c) and (d) of Section 5.05 hereof is
    not paid within five (5) days after the delivery of the certificate
    described in Section 5.05 hereof;

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

         (d)  except as otherwise permitted herein, if Grantor or any General
    Partner shall institute or cause to be instituted any proceeding for the
    termination or dissolution of Grantor or any such General Partner;

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

         (f)  if Grantor attempts to assign its rights under this Deed of Trust
    or any other Loan Document or any interest herein or therein, or if any
    Transfer occurs other than in accordance with the provisions hereof;

         (g)  if any representation or warranty of Grantor made herein or in
    any other Loan Document or in any certificate, report, financial statement
    or other instrument or agreement furnished to Beneficiary shall prove false
    or misleading in any material respect;

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

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

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

         (k)  if the Trust Property becomes subject (i) to any lien which is
    superior to the lien of this Deed of Trust, other than a lien for real
    estate taxes and assessments not due and payable, or (ii) to any
    mechanic's, materialman's or other lien which is or is asserted to be
    superior to the lien of this Deed of Trust, and such lien shall remain
    undischarged (by payment, bonding, or otherwise) for ten (10) days unless
    paid or contested in accordance with the terms of Sections 2.06(c) or 4.04
    hereof;

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         (l)  if Grantor discontinues the operation of the Trust Property or
    any part thereof for reasons other than repair or restoration arising from
    a casualty or condemnation for ten (10) days or more;
 
         (m)  except as permitted in this Deed of Trust, if Grantor performs or
    permits the performance of any material alteration, demolition or removal
    of any of the Improvements without the prior consent of Beneficiary;

         (n)  if Grantor or any General Partner shall institute or cause to be
    instituted any proceeding for the termination and dissolution of Grantor;
    or

         (o)  if Grantor shall be in default under any of the other terms,
    covenants or conditions of the Note (other than as set forth in (a) through
    (n) above or (p) below), this Deed of Trust or any other Loan Document,
    other than as set forth in (a) through (n) above or (p) below, for ten (10)
    days after notice from Beneficiary in the case of any default which can be
    cured by the payment of a sum of money, or for thirty (30) days after
    notice from Beneficiary in the case of any other default or an additional
    sixty (60) days if Grantor is diligently and continuously effectuating a
    cure of a curable non-monetary default, other than as set forth in (a)
    through (n) above or (p) below; or

         (p) if an Event of Default shall occur under any of the other
    Cross-collateralized Mortgages or any other Loan Documents.

    Section 13.02.  Remedies.  (a)  Upon the occurrence and during the 
continuance of any Event of Default, Beneficiary may, in addition to any 
other rights or remedies available to it hereunder or under any other Loan 
Document, at law or in equity, take such action, without notice or demand, as 
it reasonably deems advisable to protect and enforce its rights against 
Grantor or any one or more of the Cross-collateralized Borrowers and in and 
to the Trust Property or any one or more of the Cross-collateralized 
Properties, including, but not limited to, the following actions, each of 
which may be pursued singly, concurrently or otherwise, at such time and in 
such order as Beneficiary may determine, in its sole discretion, without 
impairing or otherwise affecting any other rights and remedies of Beneficiary 
hereunder, at law or in equity:  (i) declare all or any portion of the unpaid 
Debt to be immediately due and payable; provided, however, that upon the 
occurrence of any of the events specified in Section 13.01(i), the entire 
Debt will be immediately due and payable without notice or demand or any 
other declaration of the amounts due and payable; or (ii) bring, or instruct 
Deed Trustee to bring, an action to foreclose this Deed of Trust and without 
applying for a receiver for the Rents, but subject to the rights of the 
tenants under the Leases, enter into 

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or upon the Trust Property or any part thereof, either personally or by its 
agents, nominees or attorneys, and dispossess Grantor and its agents and 
servants therefrom, and thereupon Beneficiary may (A) use, operate, manage, 
control, insure, maintain, repair, restore and otherwise deal with all and 
every part of the Trust Property and conduct the business thereat, (B) make 
alterations, additions, renewals, replacements and improvements to or on the 
Trust Property or any part thereof, (C) exercise all rights and powers of 
Grantor with respect to the Trust Property or any part thereof, whether in 
the name of Grantor or otherwise, including, without limitation, the right to 
make, cancel, enforce or modify leases, obtain and evict tenants, and demand, 
sue for, collect and receive all earnings, revenues, rents, issues, profits 
and other income of the Trust Property and every part thereof, and (D) apply 
the receipts from the Trust Property or any part thereof to the payment of 
the Debt, after deducting therefrom all expenses (including, without 
limitation, reasonable attorneys' fees and disbursements) reasonably incurred 
in connection with the aforesaid operations and all amounts necessary to pay 
the Impositions, ground rents, insurance and other charges in connection with 
the Trust Property or any part thereof, as well as just and reasonable 
compensation for the services of Beneficiary's third-party agents; or (iii) 
have an appraisal or other valuation of the Trust Property or any part 
thereof performed by an Appraiser (and Grantor covenants and agrees it shall 
cooperate in causing any such valuation or appraisal to be performed) and any 
cost or expense incurred by Beneficiary in connection therewith shall 
constitute a portion of the Debt and be secured by this Deed of Trust and 
shall be immediately due and payable to Beneficiary with interest, at the 
Default Rate, until the date of receipt by Beneficiary; or (iv) sell, or 
instruct Deed Trustee to sell, the Trust Property or institute proceedings 
for the complete foreclosure of this Deed of Trust, or take such other action 
as may be allowed pursuant to Legal Requirements, at law or in equity, for 
the enforcement of this Deed of Trust in which case the Trust Property or any 
part thereof may be sold for cash or credit in one or more parcels; or (v) 
with or without entry, and to the extent permitted and pursuant to the 
procedures provided by applicable Legal Requirements, institute proceedings 
for the partial foreclosure of this Deed of Trust, or take such other action 
as may be allowed pursuant to Legal Requirements, at law or in equity, for 
the enforcement of this Deed of Trust for the portion of the Debt then due 
and payable, subject to the lien of this Deed of Trust continuing unimpaired 
and without loss of priority so as to secure the balance of the Debt not then 
due; or (vi) sell, or instruct Deed Trustee to sell, the Trust Property or 
any part thereof and any or all estate, claim, demand, right, title and 
interest of Grantor therein and rights of redemption thereof, pursuant to 
power of sale or otherwise, at one or more sales, in whole or in parcels, in 
any order or manner, at such time and place, upon such terms and after such 
notice thereof as may be required or permitted by law, at the discretion of 
Beneficiary, and in the event of a sale, by 

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foreclosure or otherwise, of less than all of the Trust Property, this Deed 
of Trust shall continue as a lien on the remaining portion of the Trust 
Property; or (vii) institute an action, suit or proceeding in equity for the 
specific performance of any covenant, condition or agreement contained in the 
Loan Documents, or any of them; or (viii) recover judgment on the Note either 
before, during or after (or in lieu of) any proceedings for the enforcement 
of this Deed of Trust; or (ix) apply, or direct Deed Trustee to apply, ex 
parte, for the appointment of a custodian, trustee, receiver, liquidator or 
conservator of the Trust Property or any part thereof, irrespective of the 
adequacy of the security for the Debt and without regard to the solvency of 
Grantor or of any Person liable for the payment of the Debt, to which 
appointment Grantor does hereby consent and such receiver or other official 
shall have all rights and powers permitted by applicable law and such other 
rights and powers as the court making such appointment may confer, but the 
appointment of such receiver or other official shall not impair or in any 
manner prejudice the rights of Beneficiary to receive the Rent with respect 
to any of the Trust Property pursuant to this Deed of Trust or the 
Assignment; or (x) may require Grantor immediately upon demand to vacate and 
surrender possession of any portion of the Trust Property occupied by Grantor 
to Beneficiary or to any receiver appointed to collect the Rent, and if 
Beneficiary fails to so vacate and surrender possession, Beneficiary may 
require, at Beneficiary's option, Grantor to pay monthly in advance to 
Beneficiary, or any receiver appointed to collect the Rents, the fair and 
reasonable rental value for the use and occupation of any portion of the 
Trust Property occupied by Grantor or Grantor may be evicted by summary 
proceedings or otherwise; or (xi) without notice to Grantor (A) apply all or 
any portion of the cash collateral in the Basic Carrying Costs Sub-Account, 
including any interest and/or earnings therein, to carry out the obligations 
of Grantor under this Deed of Trust and the other Loan Documents, to protect 
and preserve the Trust Property and for any other purpose permitted under 
this Deed of Trust and the other Loan Documents and/or (B) have all or any 
portion of such cash collateral immediately paid to Beneficiary to be applied 
against the Debt in the order and priority set forth in the Note; or (xii) 
pursue any or all such other rights or remedies as Beneficiary and Deed 
Trustee may have under applicable law or in equity; provided, however, that 
the provisions of this Section 13.02(a) shall not be construed to extend or 
modify any of the notice requirements or grace periods provided for hereunder 
or under any of the other Loan Documents. Grantor hereby waives, to the 
fullest extent permitted by Legal Requirements, any defense Grantor might 
otherwise raise or have by the failure to make any tenants parties defendant 
to a foreclosure proceeding and to foreclose their rights in any proceeding 
instituted by Beneficiary or Deed Trustee.

    (b)  Any time after an Event of Default Deed Trustee, at the request of
Beneficiary, shall have the power to sell the Trust 

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Property or any part thereof at public auction, in such manner, at such time 
and place, upon such terms and conditions, and upon five (5) days' notice to 
Grantor and such public notice as Beneficiary may deem best for the interest 
of Beneficiary, or as may be required or permitted by applicable law, 
consisting of advertisement in a newspaper of general circulation in the 
jurisdiction and for such period as applicable law may require and at such 
other times and by such other methods, if any, as may be required by law to 
convey the Trust Property in fee simple by Deed Trustee's deed with special 
warranty of title to and at the cost of the purchaser, who shall not be 
liable to see to the application of the purchase money.  The proceeds or 
avails of any sale made under or by virtue of this Section 13.02, together 
with any other sums which then may be held by Beneficiary under this Deed of 
Trust, whether under the provisions of this Section 13.02 or otherwise, shall 
be applied as follows:

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

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

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

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

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

    (c)  Beneficiary and Deed Trustee, as applicable, may adjourn from time 
to time any sale by it to be made under or by virtue of 

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this Deed of Trust by announcement at the time and place appointed for such 
sale or for such adjourned sale or sales and, except as otherwise provided by 
any applicable provision of Legal Requirements, Beneficiary or Deed Trustee, 
without further notice or publication, may make such sale at the time and 
place to which the same shall be so adjourned.

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

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

    (f)  Upon any sale made under or by virtue of this Section 13.02 (whether 
made under the power of sale herein granted or under or by virtue of judicial 
proceedings or a judgment or decree of foreclosure and sale), Beneficiary may 
bid for and acquire the Trust Property or any part thereof and in lieu of 
paying cash 

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therefor may make settlement for the purchase price by crediting upon the 
Debt the net sales price after deducting therefrom the expenses of the sale 
and the costs of the action.

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

    Section 13.03.  Intentionally Omitted.

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

    Section 13.05.  Interest After Default.  If any amount due under the 
Note, this Deed of Trust or any of the other Loan Documents is not paid 
within any applicable notice and grace period after same is due, whether such 
date is the stated due date, any accelerated due date or any other date or at 
any other time specified under any of the terms hereof or thereof, then, in  
such event, Grantor shall pay interest on the amount not so paid from and 
after the date on which such amount first becomes due at the Default Rate of 
interest; and such interest shall be due and payable at such rate until the 
earlier of the cure of all Events of Default or the payment of the entire 
amount due to Beneficiary, whether or not any action shall have been taken or 
proceeding commenced to recover the same or to foreclose this Deed of Trust.  
All unpaid and accrued interest shall be secured by this Deed of Trust as 
part of the Debt.  Nothing in this Section 13.05 or in any other provision of 
this Deed of Trust shall constitute an extension of the time for payment of 
the Debt.

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

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

    Section 13.08.  Right to Cure Defaults.  (a)  Upon the occurrence of any 
Event of Default, Beneficiary or its agents may, but without any obligation 
to do so and without notice to or demand on Grantor and without releasing 
Grantor from any obligation hereunder, make or do the same in such manner and 
to such extent as Beneficiary may deem reasonably necessary to protect the 
security hereof.  Beneficiary shall use reasonable efforts to give Grantor 
prior notice of any action intended to be taken by Beneficiary pursuant to 
the terms of this Section but Beneficiary's failure to deliver such notice 
shall not affect Beneficiary's right to take such actions as are provided in 
this Section. Beneficiary and its agents are authorized to enter upon the 
Trust Property or any part thereof for such purposes, or appear in, defend, 
or bring any action or proceedings to protect Beneficiary's interest in the 
Trust Property or any part thereof or to foreclose this Deed of Trust or 
collect the Debt, and the cost and expense thereof (including reasonable 
attorneys' fees and disbursements to the extent permitted by law), with 
interest as provided in this Section 13.08, shall constitute a portion of the 
Debt and shall be immediately due and payable to Beneficiary upon demand.  
All such costs and expenses incurred by Beneficiary or its agents in 
remedying such Event of Default or in appearing in, defending, or bringing 
any such action or proceeding shall bear interest at the Default Rate, for 
the period from the date so demanded to the date of payment to Beneficiary. 
All such costs and expenses incurred by Beneficiary or its agents together 
with interest thereon calculated at the above rate shall be deemed to 
constitute a portion of the Debt and be secured by this Deed of Trust.

    (b)  If Beneficiary makes any payment or advance that Beneficiary is 
authorized by this Deed of Trust to make in the place and stead of Grantor 
(i) relating to the Impositions or tax 

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

    Section 13.09.  Late Payment Charge.  If any payment due hereunder is not 
paid in full within five (5) days after the date on which it is due and 
payable hereunder, Grantor shall pay to Beneficiary an amount equal to four 
percent (4%) of such delinquent payment ("Late Charge") to defray the expense 
incurred by Beneficiary in handling and processing such delinquent payment, 
and such amount shall constitute a part of the Debt.  

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

    Section 13.11.  Marshalling and Other Matters.  Grantor hereby waives, to 
the fullest extent permitted by law, the benefit of all appraisement, 
valuation, stay, extension, reinstatement, redemption (both equitable and 
statutory) and homestead laws now or hereafter in force and all rights of 
marshalling in the event of any sale hereunder of the Trust Property or any 
part thereof or any interest therein. Nothing herein or in any other Loan 
Document shall be construed as requiring Beneficiary to resort to any 
particular Cross-collateralized Property for the satisfaction of the Debt in 
preference or priority to any other Cross-collateralized Property, but 
Beneficiary may seek satisfaction out of all the Cross-

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collateralized Property or any part thereof, in its absolute discretion.  
Further, Grantor hereby expressly waives to the fullest extent permitted by 
applicable law any and all rights of redemption from sale under any order or 
decree of foreclosure of this Deed of Trust on behalf of Grantor, whether 
equitable or statutory and on behalf of each and every Person acquiring any 
interest in or title to the Trust Property or any part thereof subsequent to 
the date of this Deed of Trust and on behalf of all Persons.

    Section 13.12.  Tax Reduction Proceedings.  Grantor hereby appoints 
Beneficiary as its attorney-in-fact to seek a reduction or reductions in the 
assessed valuation of the Trust Property for real property after an Event of 
Default or other similar tax purposes and to prosecute any action or 
proceeding in connection therewith after an Event of Default.  This power, 
being coupled with an interest, shall be irrevocable for so long as any part 
of the Debt remains unpaid and any Event of Default shall be continuing.

    Section 13.13.  General Provisions Regarding Remedies.

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

    (b)  No Waiver or Release.  The failure of Beneficiary or Deed Trustee to 
exercise any right, remedy or option provided in the Loan Documents shall not 
be deemed a waiver of such right, remedy or option or of any covenant or 
obligation secured by the Loan Documents.  No acceptance by Beneficiary of 
any payment after the occurrence of an Event of Default and no payment by 
Beneficiary of any payment or obligation for which any Cross-collateralized 
Borrower is liable shall be deemed to waive or cure any Event of Default with 
respect to any such Cross-collateralized Borrower, or any 
Cross-collateralized Borrower's liability to pay such obligation.  No sale of 
all or any portion of any Cross-collateralized Property, no forbearance on 
the part of Beneficiary, and no extension of time for the payment of the 
whole or any portion of the Debt or any other indulgence given by Beneficiary 
to any Cross-collateralized Borrower or any other Person, shall operate to 
release or in any manner affect the interest of Beneficiary in the remaining 
Cross-collateralized Properties or the liability of any Cross-collateralized 
Borrower to pay the Debt, except to the extent that such liability shall be 
reduced by Net Proceeds actually received by Beneficiary.  No waiver by 
Beneficiary shall be effective unless it is in writing and then only to the 
extent specifically stated.  Grantor shall not be relieved of Grantor's 
obligations hereunder by reason of (a) failure of Beneficiary to comply with 
any request of Grantor to 

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take any action to foreclose this Deed of Trust or otherwise enforce any of 
the provisions hereof or of the Note or the other Loan Documents, (b) the 
release, regardless of consideration, of the whole or any part of the Trust 
Property or the property of any other Cross-collateralized Borrower or any 
other security for the Debt, or of any Person liable for the Debt or portion 
thereof, or (c) any agreement or stipulation by Beneficiary extending the 
time of payment or otherwise modifying or supplementing the terms of the 
Note, this Deed of Trust or any other Cross-collateralized Mortgages or Loan 
Documents.  Beneficiary may resort for the payment of the Debt to any 
security held by Beneficiary in such order and manner as Beneficiary, in its 
sole discretion, may elect and nothing herein shall be construed as requiring 
Beneficiary to resort to any particular Cross-collateralized Property or 
portion thereof for the satisfaction of the Debt in preference or priority to 
any other Cross-collateralized Property or portion thereof.  To the fullest 
extent permitted by Legal Requirements, Beneficiary may take (and Grantor 
hereby consents to) action to recover the Debt, or any portion thereof, or to 
enforce any covenant hereof without prejudice to the right of Beneficiary 
thereafter to foreclose this Deed of Trust or any other Cross-collateralized 
Mortgage.  The rights of Beneficiary under this Deed of Trust shall be 
separate, distinct and cumulative and none shall be given effect to the 
exclusion of the others.  No act of Beneficiary shall be construed as an 
election to proceed under any one provision herein to the exclusion of any 
other provision.  Beneficiary shall not be limited exclusively to the rights 
and remedies herein stated but shall be entitled, subject to the terms of 
this Deed of Trust, to every right and remedy now or hereafter afforded by 
law.

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

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

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                   ARTICLE XIV:  COMPLIANCE WITH REQUIREMENTS

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

    (b)  Grantor shall have the right to contest by appropriate legal 
proceedings diligently conducted in good faith, without cost or expense to 
Beneficiary or Deed Trustee, the validity or application of any Legal 
Requirement and to suspend compliance therewith if permitted under applicable 
Legal Requirements, provided (i) failure to comply therewith may not subject 
Beneficiary or Deed Trustee to any civil or criminal liability, (ii) no 
Default shall exist during such proceedings and such contest shall not 
otherwise violate any of the provisions of any of the Loan Documents, (iii) 
such contest shall not, (unless Grantor shall comply with the provisions of 
clause (viii) of this Section 14.01(b)), subject the Trust Property to any 
lien or encumbrance the enforcement of which is not suspended or otherwise 
affect the priority of the lien of this Deed of Trust; (iv) such contest 
shall not affect the ownership, use or occupancy of the Trust Property; (v) 
the Trust Property or any part thereof or any interest therein shall not be 
in any danger of being sold, forfeited or lost by reason of such contest by 
Grantor; (vi) in the event that the amount necessary to comply with the Legal 
Requirement being contested is in excess of $50,000, (A) Grantor shall give 
Beneficiary prompt notice of the commencement of such proceedings and, upon 
request by Beneficiary, notice of the status of such proceedings and/or 
confirmation of the continuing satisfaction of the conditions set forth in 
clauses (i)-(v) of this Section 14.01(b); and (B) prior to and during such 
contest, Grantor shall furnish to Beneficiary security reasonably 
satisfactory to Beneficiary, in its discretion, against loss or injury by 
reason of such contest or non-compliance with such Legal Requirement and 
(vii) upon a final determination of such proceeding, Grantor shall take all 
steps necessary to comply with any requirements arising therefrom.

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

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

                   ARTICLE XV:  DEFEASANCE: PREPAYMENT; RELEASE

    Section 15.01.  Defeasance; Prepayment.  (a)  Except as set forth in this 
Section 15.01, no prepayment or defeasance of the Debt may be made by or on 
behalf of Grantor (except as required by Beneficiary pursuant to the terms of 
this Deed of Trust) in whole or in part.

    (b)  Grantor may defease the Loan at any time subsequent to the earlier 
to occur of (x) the second (2nd) anniversary of a Securitization or (y) the 
third (3rd) anniversary of the date hereof and prior to the calendar month 
immediately preceding the Optional Prepayment Date, in whole or, from time to 
time, in part, as of the last day of an Interest Accrual Period, in 
accordance with the following provisions:

           (i)  Beneficiary shall have received from Grantor, not less than
    thirty (30) days', nor more than ninety (90) days', prior written notice
    specifying the date proposed for such defeasance and the amount which is to
    be defeased, which proposed date shall be a Payment Date.

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

         (iii)  No Event of Default shall have occurred and be continuing.

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          (iv)  Grantor shall (A) pay the Defeasance Deposit and (B) deliver to
    Beneficiary (1) a security agreement, in form and substance reasonably
    satisfactory to Beneficiary, creating a first priority lien on the
    Defeasance Deposit and the Federal Obligations purchased on behalf of
    Grantor with the Defeasance Deposit in accordance with the terms of this
    Section 15.01(b)(iv) (the "Security Agreement"); (2) deliver to Beneficiary
    an Officer's Certificate certifying that the requirements set forth in this
    Section 15.01(b)(iv) have been satisfied; (3) deliver to Beneficiary an
    opinion of counsel for Grantor in form and substance reasonably
    satisfactory to Beneficiary stating, among other things, that Beneficiary
    has a perfected security interest in the Defeasance Deposit and a first
    priority perfected security interest in the Federal Obligations purchased
    by Beneficiary on behalf of Grantor; (4) in the event that only a portion
    of the Loan is being defeased, Grantor shall execute and deliver all
    necessary documents to split the Note into two substitute notes, one having
    a principal balance equal to the defeased portion of the Note (the
    "Defeased Note") and one note having a principal balance equal to the
    undefeased portion of the Note (the "Undefeased Note"), the amortization
    schedule for which notes shall be calculated, in the case of a Defeased
    Note, or recalculated, in the case of an Undefeased Note, to fully amortize
    the respective principal balances of each on a thirty (30) year schedule
    (commencing on the Closing Date) utilizing level monthly payments of
    principal and interest and an assumed rate of interest equal to 7.782%; and
    (5) deliver to Beneficiary such other certificates, documents or
    instruments as Beneficiary may reasonably request.  Grantor hereby
    irrevocably appoints Beneficiary as its agent and attorney-in-fact, coupled
    with an interest, for the purpose of using the Defeasance Deposit to
    purchase Federal Obligations which provide Scheduled Defeasance Payments,
    and Beneficiary shall, upon receipt of the Defeasance Deposit, purchase
    such Federal Obligations on behalf of Grantor.  Grantor, pursuant to the
    Security Agreement or other appropriate document, shall authorize and
    direct that the payments received from the Federal Obligations shall be
    made directly to Beneficiary and applied to satisfy the obligations of
    Grantor under the Defeased Note.  The Defeased Note and the Undefeased Note
    shall have identical terms as the Note, except for the principal balance. 
    A Defeased Note cannot be the subject of a further defeasance.

           (v)  In the event that Grantor desires to allocate all or any
    portion of a Defeasance Deposit to reduce the Allocated Loan Amount of a
    specific Cross-collateralized Property, Grantor shall have included in the
    notice required to be given pursuant to clause (i) of this Section 15.01(b)
    a statement designating to which Cross-collateralized Property Grantor
    wishes to have such Defeasance Deposit allocated. 

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          (vi)  The Rating Agencies shall have confirmed in writing that the
    forms of the items to be delivered to Beneficiary on the date proposed for 
    a defeasance comply with the requirements of the provisions of this Section
    15.01(b).  In the event that the Rating Agencies have not responded to a 
    request by Grantor or Beneficiary for such confirmation within ten (10)
    Business Days of the making of such request in writing, the confirmation 
    shall be deemed given and the receipt of such forms.

    (c)  At any time subsequent to the Optional Prepayment Date, Grantor may 
prepay the Loan, in whole or, from time to time, in part, as of the last day 
of an Interest Accrual Period, in accordance with the following provisions:

           (i)  Beneficiary shall have received from Grantor, not less than
    thirty (30) days', nor more than ninety (90) days', prior written notice
    specifying the date proposed for such prepayment and the amount which is to
    be prepaid which proposed date shall be a Payment Date.

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

         (iii)  No Event of Default shall have occurred and be continuing.

          (iv)  Any partial prepayment of the Principal Amount, including,
    without limitation, Unscheduled Payments, shall be applied to the
    installments of principal last due hereunder and shall not release or
    relieve Grantor or any other Cross-collateralized Borrower from the
    obligation to pay the regularly scheduled installments of principal
    becoming due under the Note.

    (d)  In the event that all sums in the Expansion Account have not been 
disbursed to Grantor in accordance with the provisions of Section 5.10 hereof 
prior to the Payment Date occurring in November, 1999, Grantor shall, in 
accordance with the provisions of Section 15.01(b) hereof, defease such 
portion of the Loan as can be defeased by a Defeasance Deposit equal to the 
sums remaining in the Expansion Account on or before such Payment Date.

    Section 15.02. Release of Trust Property. If (A) Grantor defeases all or 
a portion of the Loan pursuant to Section 15.01(b) hereof to facilitate the 
disposition of the Trust Property or in connection with any other customary 
transaction within the meaning of Treas. Reg. 1.860 G-(2)(a)(8)(iii) or (B) 
makes a prepayment 

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

    (a)  If such prepayment or defeasance is a prepayment or defeasance in 
part, but not in whole, Beneficiary shall have received on the date proposed 
for such prepayment an amount equal to the sum of (i) one hundred percent 
(100%) of the Allocated Loan Amount, plus (ii) twenty-five percent (25%) of 
the Initial Allocated Loan Amount (the "Release Price").

    (b)  In the event of a prepayment pursuant to Section 15.01(c) hereof or 
defeasance pursuant to Section 15.01(b) hereof (except for prepayments or 
defeasances, as applicable, which are made contemporaneously with the 
application of Loss Proceeds towards the payment of the Debt where such Loss 
Proceeds constitute at least fifty percent (50%) of the Release Price), 
Beneficiary shall have received from Grantor evidence in form and substance 
satisfactory to Beneficiary that the pro forma Aggregate Debt Service 
Coverage of all Cross-collateralized Properties immediately following the 
Release is at least equal to the greater of the Closing DSC and the Aggregate 
Debt Service Coverage immediately prior to effecting such Release, 
accompanied by an Officer's Certificate stating that the statements, 
calculations and information comprising such evidence are true, correct and 
complete in all respects.

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

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

    (e)  SPC shall have resigned as a general partner of Grantor.

    Section 15.03.  Assignment of Obligation.  At any time prior to the 
calendar month immediately preceding the Optional Prepayment Date, subject to 
the execution of such documents as Nomura Asset Capital Corporation ("NACC") 
may in its sole and absolute discretion require, Grantor shall have the right 
to assign to NACC (or, at NACC's option, to NACC's designee or nominee) and 
be released from, and NACC (or such designee or nominee) shall have the 
obligation to assume, the obligations under the Loan Documents relating to 
the principal amount so defeased including, without limitation the pledged 
Federal Obligations.  Grantor shall pay to 

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NACC (or such designee or nominee) on demand, all reasonable costs and 
expenses, including, without limitation, reasonable legal fees incurred by 
such Person as consideration for assuming the obligations under the Note or 
the Defeased Notes, as applicable.

    Section 15.04.  Out-Parcel Severance.  (a)  Grantor shall be permitted to 
transfer, and Beneficiary shall release from the lien of this Deed of Trust 
and the other Loan Documents, any unimproved out-parcel or unimproved 
expansion parcel comprising a portion of the Trust Property (either of which 
is hereinafter referred to as the "Out-Parcel") secured by this Deed of 
Trust, from the lien hereof, upon not less than thirty (30) nor more than 
ninety (90) days' prior written notice to Beneficiary, upon satisfaction of 
all of the following terms and conditions:

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

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

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

                   (A)  the use to which the Out-Parcel will be put, shall be
                        consistent with the use to which out-parcels and
                        expansion parcels are generally put in other first
                        class retail shopping centers;

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

                   (C)  the proposed use of the Out-Parcel will not violate the
                        provisions of any Space Lease or Property Agreement
                        affecting the Remaining Realty.  To the extent
                        reasonably required, the permitted uses of the
                        Out-Parcel will be restricted of record, as reasonably
                        agreed to by 

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                        Beneficiary, to insure that use of the
                        Out-Parcel will not violate the provisions of this Deed
                        of Trust or any Space Leases or Property Agreements;

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

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

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

                   (G)  the occupancy rate of the Remaining Realty shall be
                        greater than 90% without regard to the portion, if any,
                        of the Remaining Realty which constitutes an Expansion
                        Space for which either no Expansion Funding has been
                        made or an Expansion Funding has occurred within the
                        prior eighteen (18) months; provided, however, if any
                        portion of the Remaining Realty constitutes an
                        Expansion Space, only tenants which fall within one of
                        the categories of tenants set forth in clauses (i)
                        through (vi) of the definition of Expansion Income
                        shall be utilized in the calculation of the occupancy
                        rate for the portion of the Remaining Realty which
                        constitutes an Expansion Space;

                   (H)  the Debt Service Coverage allocable to the Remaining
                        Realty (exclusive of Net Operating Income and principal
                        and interest on aggregate Expansion Funding Amounts
                        allocable to any Expansion Space for which either no
                        Expansion Funding has been made or an Expansion Funding
                        has occurred within the prior eighteen (18) months)
                        shall not be less than the Closing DSC; and

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

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    provided, however, that if the conditions set forth in clauses (G) or (H)
    are not met, provided that all of the other conditions required for the
    release of an Out-Parcel shall have been met, an Out-Parcel may be released
    from the lien of this Deed of Trust if it is sold to a bona-fide third
    Person and all sums received in consideration of such sale are applied to
    defease the Debt in accordance with the provisions of Section 15.01 hereof.

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

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

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

                (vii)   All agreements and instruments to be delivered to
    Beneficiary pursuant to this Section 15.04 shall be in form and substance
    reasonably satisfactory to Beneficiary and its counsel and included with
    the Officer's Certificate required to be delivered pursuant to clause (iii)
    of this Section 15.04 shall be evidence in form and substance satisfactory
    to Beneficiary supporting the statements, calculations and information
    required pursuant to clauses (iii)(F), (G) and (H) of this Section 15.04.

    (b)  No Release Price or other consideration shall be payable by Grantor to
Beneficiary in connection with a release of an Out-Parcel made in accordance
with the provisions of this Section 15.04.

    Section 15.05.  Replacement Properties.  At any time prior to the Optional
Prepayment Date, Grantor shall have the right to obtain the release of the Trust
Property from the lien of this Deed of Trust, provided that simultaneously with
such release, Grantor shall execute and deliver to Beneficiary, as security for
the Note, a mortgage or deed of trust or deed to secure debt, as applicable,

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in substantially the same form as this Deed of Trust (a "Replacement Deed of 
Trust"), encumbering a factory outlet center (a "Replacement Premises") and 
such other documents (together with the Replacement Deed of Trust, the 
"Replacement Documents"), as Grantor may in its sole discretion require in 
order to grant Beneficiary a first priority, perfected lien on and security 
interest in such Replacement Premises and all related rents, personal 
property, reserves and escrows on the same terms and conditions as the liens 
and security interests granted to Beneficiary in the Trust Property on the 
Closing Date.  Grantor's right to obtain a release of the Trust Property 
shall also be subject to the following conditions and restrictions:

    (a)  No Event of Default shall have occurred and be continuing;

    (b)  Cross-collateralized Borrowers shall not be entitled to replace more
         than two (2) individual Cross-collateralized Properties in any
         calendar year;

    (c)  at least sixty (60) days prior to the proposed date of such release,
         Deed of Trust shall have delivered to Beneficiary appraisals prepared
         by Cushman & Wakefield, Inc. or such other third-party real estate
         professional as is approved by the Rating Agencies, indicating that
         the fair market value for the proposed Replacement Premises is at
         least equal to the fair market value of the Cross-collateralized
         Property proposed to be released, as of the date of such proposed
         release;

    (d)  Cross-collateralized Borrowers shall have delivered  Phase I
         environmental report and, if recommended by such Phase I report, a
         Phase II environmental report prepared by Environmental Management
         Group, Inc. or such other environmental consultant as is approved by
         the Rating Agencies, stating that the Replacement Premises comply with
         all applicable environmental laws, or if remedial steps are required
         to effect such compliance, identifying such steps and projecting the
         cost thereof, in which case Cross-collateralized Borrowers shall be
         required to deposit into the Engineering Escrow Sub-Account an amount
         equal to one hundred fifty percent (150%) of such projected costs;

    (e)  Cross-collateralized Borrowers shall have delivered an engineering
         report prepared by Merrit & Harris, Inc. or such other consulting
         engineer as is approved by the Rating Agencies, stating that the
         Replacement Premises comply with all applicable building laws and do
         not require performance of deferred maintenance or if remedial steps
         are required to effect such compliance or such deferred maintenance,
         identifying such steps and

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         projecting the cost thereof, in which case Cross-collateralized
         Borrowers shall be required to deposit into the Engineering Escrow 
         Sub-Account an amount equal to one hundred fifty percent (150%) of 
         such projected costs;

    (f)  Cross-collateralized Borrowers shall have caused to be delivered all
         leases, title commitments, title insurance policies, surveys, hazard
         and liability insurance, evidence of compliance with zoning and other
         laws, legal opinions, and other items of due diligence with respect to
         Replacement Premises as the Rating Agencies may require, all of which
         shall be in form and substance acceptable to Rating Agencies;

    (g)  the Net Operating Income of the Replacement Premises (determined as if
         the Replacement Premises was a Cross-collateralized Property as of the
         date of determination) as of the time of such release shall be at
         least equal to the Net Operating Income of the Trust Property to be
         released;

    (h)  the Person transferring the Replacement Premises to the Grantor (i)
         shall be Solvent and (ii) shall be making such transfer on an arm's
         length basis and for fair consideration, and Grantor and such Person
         shall deliver certifications and evidence to such effect and such
         other certifications as Beneficiary shall reasonably require to assure
         itself that the substitution does not constitute a fraudulent
         conveyance on the part of any Person (assuming such Person was not
         Solvent at the time of substitution);

    (i)  Cross-collateralized Borrowers shall comply with such other terms and
         conditions as the Rating Agencies shall require in connection with
         such substitution;

    (j)  each Rating Agency shall have delivered written confirmation that any
         rating issued by such Rating Agency in connection with the
         Securitization will not, as a result of the proposed release and
         substitution of the Replacement Premises, be downgraded from the then
         current ratings thereof, qualified or withdrawn;

    (k)  the organizational documents of the Grantor shall, if required, be
         modified to permit the ownership and operation of the Replacement
         Premises and shall be in form and substance reasonably acceptable to
         Beneficiary; and

    (l)  Grantor shall transfer title to the Trust Property to be released to a
         Person other than Grantor or any other Cross-collateralized Borrower. 

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   Section 15.06.  Additional Properties.  Grantor shall have the right to 
add any real property to the Trust Property which Grantor acquires subsequent 
to the Closing Date provided such real property is immediately adjacent to 
the Premises and is operated or is to be operated as a factory outlet center 
("Additional Premises") by executing an agreement of spreader and 
modification of mortgage or deed of trust or deed to secure debt, as 
applicable (a "Spreader Agreement") to spread the lien of this Deed of Trust 
to include such Additional Premises and such other documents (together with 
the Spreader Agreement, the "Spreader Documents"), as Beneficiary may in its 
reasonable discretion require in order to grant Beneficiary a first priority, 
perfected lien on and security interest in such Additional Premises and all 
related rents, personal property, reserves and escrows on the same terms and 
conditions as the liens and security interests granted to Beneficiary in the 
Trust Property on the Closing Date.  Grantor's right to add an Additional 
Premises to the Trust Property shall also be subject to the following 
conditions and restrictions:

    (a)  No Event of Default shall have occurred and be continuing;

    (b)  Cross-collateralized Borrowers shall have delivered  Phase I
         environmental report and, if recommended by such Phase I report, a
         Phase II environmental report prepared by Environmental Management
         Group, Inc. or such other environmental consultant as is approved by
         the Rating Agencies, stating that the Additional Premises comply with
         all applicable environmental laws, or if remedial steps are required
         to effect such compliance, identifying such steps and projecting the
         cost thereof, in which case Cross-collateralized Borrowers shall be
         required to deposit into the Engineering Escrow Sub-Account an amount
         equal to one hundred fifty percent (150%) of such projected costs;

    (c)  Cross-collateralized Borrowers shall have delivered an engineering
         report, prepared by Merrit & Harris, Inc. or such other consulting
         engineer as is approved by the Rating Agencies, stating that the
         Additional Premises comply with all applicable building laws and do
         not require performance of deferred maintenance or if remedial steps
         are required to effect such compliance or such deferred maintenance,
         identifying such steps and projecting the cost thereof, in which case
         Cross-collateralized Borrowers shall be required to deposit into the
         Engineering Escrow Sub-Account an amount equal to one hundred fifty
         percent (150%) of such projected costs;

    (d)  Cross-collateralized Borrowers shall have caused to be delivered all
         leases, title commitments, title insurance

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         policies, surveys, hazard and liability insurance, evidence of 
         compliance with zoning and other laws, legal opinions, and other 
         items of due diligence with respect to the Additional Premises as 
         the Rating Agencies may require, all of which shall be in form and 
         substance acceptable to the Rating Agencies;

    (e)  Cross-collateralized Borrowers shall comply with such other terms and
         conditions as the Rating Agencies shall require in connection with
         such addition;

    (f)  each Rating Agency shall have delivered written confirmation that any
         rating issued by such Rating Agency in connection with the
         Securitization will not, as a result of the proposed addition of the
         Additional Premises, be downgraded from the then current ratings
         thereof, qualified or withdrawn; and

    (g)  the organizational documents of Grantor shall, if required, be
         modified to permit the ownership and operation of the Additional
         Premises and shall be in form and substance reasonably acceptable to
         Beneficiary; provided, however that with respect to certain real
         property commonly referred to as "the Castle Rock Phase IV Land" which
         is adjacent to the northerly side of Castle Rock Factory Outlet
         Center, the provisions of clauses (e) and (f) of this Section 15.06
         shall not be applicable, and provided, further, that prior to the date
         of Securitization, the provisions in clauses (b), (c) and (d) of this
         Section 15.06 which relate to the Rating Agencies discretion shall be
         deemed to be the Beneficiary's reasonable discretion.

                        ARTICLE XVI:  ENVIRONMENTAL COMPLIANCE

    Section 16.01.  Covenants, Representations and Warranties.  (a)  Grantor
has not, at any time, and, to Grantor's best knowledge, except as set forth in
the Environmental Report, no other Person has at any time, handled, buried,
stored, retained, refined, transported, processed, manufactured, generated,
produced, spilled, allowed to seep, leak, escape or leach, or pumped, poured,
emitted, emptied, discharged, injected, dumped, transferred or otherwise
disposed of or dealt with Hazardous Materials on, to or from the Premises or any
other real property owned and/or occupied by Grantor  except in accordance with
Environmental Statutes, and Grantor does not intend to and shall not use the
Trust Property or any part thereof or any such other real property for the
purpose of handling, burying, storing, retaining, refining, transporting,
processing, manufacturing, generating, producing, spilling, seeping, leaking,
escaping, leaching, pumping, pouring, emitting,

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emptying, discharging, injecting, dumping, transferring or otherwise 
disposing of or dealing with Hazardous Materials,  except in accordance with 
Environmental Statutes and except for use and storage for use of heating oil 
and ordinary chemicals and cleaning fluids and, pesticides and other 
substances customarily used in the operation of properties that are being 
used for the same purposes as the Trust Property is presently being used, 
provided such use and/or storage for use is in compliance with the 
requirements hereof and the other Loan Documents.  In addition, without 
limitation to the foregoing provisions, Grantor represents and warrants that, 
except as previously disclosed in writing to Beneficiary, there is no friable 
asbestos in, on, over, or under all or any portion of the fire-proofing or 
any other portion of the Trust Property.

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

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

    (d)  Grantor represents and warrants that no actions, suits, or proceedings
have been commenced, or are pending, or to the best knowledge of Grantor, are
threatened with respect to any Legal Requirement governing the use, manufacture,
storage, treatment, transportation, or processing of Hazardous Materials with
respect to the Trust Property or any part thereof.  Grantor has received no
notice of, and, except as disclosed in the Environmental Report, has no
knowledge of any fact, condition, occurrence or circumstance which with notice
or passage of time or both would give rise to a claim under or pursuant to any
Environmental Statute pertaining to Hazardous Materials on, in, under or
originating from the Trust Property or any part thereof or any other real
property owned or occupied by Grantor or arising out of the conduct of Grantor,

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including, without limitation, pursuant to any Environmental Statute.

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

    (f)  In the event that there shall be filed a lien against the Trust
Property or any part thereof pursuant to any Environmental Statute pertaining to
Hazardous Materials, Grantor shall, within sixty (60) days or, in the event that
the applicable Governmental Authority has commenced steps to cause the Premises
or any part thereof to be sold pursuant to the lien, within fifteen (15) days,
from the date that Grantor receives notice of such lien, either (i) pay the
claim and remove the lien from the Trust Property, or (ii) furnish (A) a bond
satisfactory to Beneficiary in the amount of the claim out of which the lien
arises, (B) a cash deposit in the amount of the claim out of which the lien
arises, or (C) other security reasonably satisfactory to Beneficiary in an
amount sufficient to discharge the claim out of which the lien arises.

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

    (h)  Grantor covenants that it shall promptly notify Beneficiary of the
presence and/or release of any Hazardous Material which does or may violate
Environmental Statutes and of any request for information or any inspection of
the Trust Property or any part thereof by any Governmental Authority with
respect to any Hazardous Materials and provide Beneficiary with copies of such
request and any response to any such request or inspection.  Grantor covenants
that it shall, in compliance with applicable Legal Requirements, conduct and
complete all investigations,

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studies, sampling and testing (and promptly shall provide Beneficiary with 
copies of any such studies and the results of any such test) and all 
remedial, removal and other actions necessary to clean up and remove all 
Hazardous Materials in, on, over, under, from or affecting the Trust Property 
or any part thereof in accordance with all such Legal Requirements applicable 
to the Trust Property or any part thereof to the satisfaction of Beneficiary.

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

    (j)  Grantor represents and warrants that, to its best knowledge, no paint
or painted surfaces existing within the interior or on the exterior of the Trust
Property are flaking, peeling, cracking, blistering, or chipping, and that no
paint or painted surfaces existing within the interior or on the exterior of the
Trust Property contain lead.  To Grantor's knowledge, there have been no claims
for adverse health effects from exposure on the Trust Property to lead-based
paint or requests for the investigation, assessment or removal of lead-based
paint at the Trust Property.

    (k)  Grantor represents and warrants that except in accordance with all
applicable Environmental Statutes and as disclosed in the Environmental Report
or as otherwise disclosed in writing to Beneficiary, to the best of Grantor's
knowledge, (i) no underground storage tanks or pumps or gas or oil wells are or
have been located about the Trust Property, (ii) no PCBs or transformers,
capacitors or other equipment that contain dielectric fluid containing PCBs in
concentrations exceeding 50 parts per million or, in the case of transformers,
500 parts per million, are located about the Trust Property, (iii) no insulating
material containing urea formaldehyde is located on the Trust Property and (iv)
no friable asbestos-containing material is located on the Trust Property.

    Section 16.02.  Environmental Indemnification.  Grantor shall defend,
indemnify and hold harmless Beneficiary and Deed Trustee, and their successors
and assigns, and their employees, agents, officers and directors and their heirs
and representatives from and

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against any and all claims, demands, penalties, fines, liabilities, 
settlements, damages, costs and expenses of whatever kind or nature, known or 
unknown, contingent or otherwise, as incurred whether incurred or imposed 
within or outside the judicial process, including, without limitation, 
reasonable attorneys' and consultants' fees and disbursements and 
investigations and laboratory fees arising out of, or in any way related to 
any Environmental Problem, including without  limitation:

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

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

              (c)  any action, suit or proceeding brought or threatened,
    settlement reached, or order of any Governmental Authority relating to such
    Hazardous Material whether or not disclosed by the Environmental Report
    relative to the Trust Property; and/or

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

    Notwithstanding the foregoing provisions of this Section 16.02 to the
contrary, Grantor shall have no obligation to indemnify Beneficiary for
liabilities, claims, damages, penalties, causes of action, costs and expenses
relative to the foregoing which result directly from Beneficiary's willful
misconduct or gross negligence or which arise from acts, omissions or
occurrences first occurring after title to the Trust Property is conveyed to
Beneficiary through foreclosure or delivery of a deed-in-lieu thereof.  Any
amounts payable to Beneficiary by reason of the application of this Section
16.02 shall be secured by this Deed of Trust and shall, upon demand by
Beneficiary, become immediately due and payable and

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shall bear interest at the Default Rate from the date so demanded by 
Beneficiary until paid.

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


                              ARTICLE XVII:  ASSIGNMENTS

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


                            ARTICLE XVIII:  MISCELLANEOUS

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

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

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

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

    Section 18.05.  Severable Provisions.  If any term, covenant or condition
of the Loan Documents including, without limitation, the Note or this Deed of
Trust, is held to be invalid, illegal or unenforceable in any respect, such Loan
Document shall be construed without such provision.

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

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

     SECTION 18.08.  WAIVER OF COUNTERCLAIM, ETC.  Grantor HEREBY IRREVOCABLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO ASSERT A
COUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANY ACTION OR PROCEEDING
BROUGHT AGAINST IT BY BENEFICIARY OR ITS AGENTS, AND WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER PARTY HERETO AGAINST
THE OTHER OR IN ANY COUNTERCLAIM GRANTOR MAY BE PERMITTED TO ASSERT HEREUNDER OR
WHICH MAY BE ASSERTED BY BENEFICIARY OR ITS AGENTS, AGAINST GRANTOR, IN ANY
MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS DEED OF
TRUST OR THE DEBT.  THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS DEED OF TRUST AND ANY OTHER LOAN
DOCUMENTS.

    Section 18.09.  Headings, Construction of Documents, etc.  The table of
contents, headings and captions of various paragraphs of this Deed of Trust are
for convenience of reference only and are not to be construed as defining or
limiting, in any way, the scope or intent of the provisions hereof.  Grantor
acknowledges that it was represented by competent counsel in connection with the
negotiation and drafting of this Deed of Trust and the other Loan Documents and
that neither this Deed of Trust nor the other Loan

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Documents shall be subject to the principle of construing the meaning against 
the person who drafted same.

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

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

    Section 18.12.  Covenants Run with the Land.  All of the grants, covenants,
terms, provisions and conditions herein shall run with the Premises, shall be
binding upon Grantor and shall inure to the benefit of Beneficiary, subsequent
holders of this Deed of Trust and their successors and assigns.  Without
limitation to any provision hereof, the term "Grantor" shall include and refer
to the grantor named herein, any subsequent owner of the Trust Property, and
their respective successors and assigns.

    SECTION 18.13.  APPLICABLE LAW.  THIS DEED OF TRUST WAS NEGOTIATED IN NEW
YORK, AND MADE BY GRANTOR AND ACCEPTED BY BENEFICIARY IN THE STATE OF NEW YORK,
AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM NEW YORK, WHICH STATE THE
PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE.  THIS DEED OF TRUST AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (WITHOUT REGARD
TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF
AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION,
PRIORITY, ENFORCEMENT AND FORECLOSURE OF THE LIENS AND SECURITY INTERESTS
CREATED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE
STATE IN WHICH THE TRUST PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE
FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW
YORK SHALL GOVERN THE VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS, AND THE
DEBT OR OBLIGATIONS ARISING HEREUNDER. 

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    Section 18.14.  Security Agreement.  (a) (i)  This Deed of Trust is both 
a real property mortgage and a "security agreement" within the meaning of the 
UCC. The Trust Property includes both real and personal property and all 
other rights and interests, whether tangible or intangible in nature, of 
Grantor in the Trust Property.  This Deed of Trust is filed as a fixture 
filing and covers goods which are or are to become fixtures on the Trust 
Property.  Grantor by executing and delivering this Deed of Trust has granted 
to Beneficiary, as security for the Debt, a security interest in the Trust 
Property to the full extent that the Trust Property may be subject to the UCC 
of the State in which the Trust Property is located (said portion of the 
Trust Property so subject to the UCC being called in this Section 18.14 the 
"Collateral").  If an Event of Default shall occur, Beneficiary, in addition 
to any other rights and remedies which it may have, shall have and may 
exercise immediately and without demand, any and all rights and remedies 
granted to a secured party upon default under the UCC, including, without 
limiting the generality of the foregoing, the right to take possession of the 
Collateral or any part thereof, and to take such other measures as 
Beneficiary may deem necessary for the care, protection and preservation of 
the Collateral.  Upon request or demand of Beneficiary following an Event of 
Default, Grantor shall, at its expense, assemble the Collateral and make it 
available to Beneficiary at a convenient place acceptable to Beneficiary.  
Grantor shall pay to Beneficiary on demand any and all expenses, including 
reasonable legal expenses and attorneys' fees, incurred or paid by 
Beneficiary in protecting its interest in the Collateral and in enforcing its 
rights hereunder with respect to the Collateral.  Any disposition pursuant to 
the UCC of so much of the Collateral as may constitute personal property 
shall be considered commercially reasonable if made pursuant to a public sale 
which is advertised at least twice in a newspaper in which sheriff's sales 
are advertised in the county where the Premises is located.  Any notice of 
sale, disposition or other intended action by Beneficiary with respect to the 
Collateral given to Grantor in accordance with the provisions hereof at least 
ten (10) days prior to such action, shall constitute reasonable notice to 
Grantor.  The proceeds of any disposition of the Collateral, or any part 
thereof, may be applied by Beneficiary to the payment of the Debt in such 
priority and proportions as Beneficiary in its discretion shall deem proper.

    (ii)  The mention in a financing statement filed in the records normally
pertaining to personal property of any portion of the Trust Property shall not
derogate from or impair in any manner the intention of this Deed of Trust. 
Beneficiary hereby declares that all items of Collateral are part of the real
property encumbered hereby to the fullest extent permitted by law, regardless of
whether any such item is physically attached to the Improvements or whether
serial numbers are used for the better identification of certain items. 
Specifically, the mention in any such financing statement of any items included
in the Trust

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Property shall not be construed to alter, impair or impugn any
rights of Beneficiary as determined by this Deed of Trust or the priority of
Beneficiary's lien upon and security interest in the Trust Property in the event
that notice of Beneficiary's priority of interest as to any portion of the Trust
Property is required to be filed in accordance with the UCC to be effective
against or take priority over the interest of any particular class of persons,
including the federal government or any subdivision or instrumentality thereof.

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

    Section 18.15.  Actions and Proceedings.  Beneficiary has the right to
appear in and defend any action or proceeding brought with respect to the Trust
Property in its own name or, if required by Legal Requirements or, if in
Beneficiary's reasonable judgment, it is necessary, in the name and on behalf of
Grantor, which Beneficiary believes will adversely affect the Trust Property or
this Deed of Trust and to bring any action or proceedings in its name which
Beneficiary, in its discretion, decides should be brought to protect its
interest in the Trust Property.

    Section 18.16.  Usury Laws.  This Deed of Trust, the Note and the other
Loan Documents are subject to the express condition, and it is the expressed
intent of the parties, that at no time shall Grantor be obligated or required to
pay interest at a rate which could subject the holder of the Note to either
civil or criminal liability as a result of being in excess of the maximum
interest rate which Grantor is permitted by law to contract or agree to pay.  If
by the terms of this Deed of Trust, the Note or any other Loan Document, Grantor
is at any time required or obligated to pay interest at a rate in excess of such
maximum rate, such rate of interest shall be deemed to be immediately reduced to
such  maximum rate and the interest payable shall be computed at such maximum
rate and all prior interest payments in excess of such maximum rate shall be
applied and shall be deemed to have been payments in reduction of the principal
balance of the Note.

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

    Section 18.18.  Offsets, Counterclaims and Defenses.  Any assignee of this
Deed of Trust, the Assignment and the Note shall

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

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

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

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

    Section 18.22.  Advances.  This Deed of Trust shall cover any and all
advances made pursuant to the Loan Documents, rearrangements and renewals of the
Debt and all extensions in the time of payment thereof, even though such
advances, extensions or renewals be evidenced by new promissory notes or other
instruments hereafter executed and irrespective of whether filed or recorded. 
Likewise, the execution of this Deed of Trust shall not impair or affect any
other security which may be given to secure the payment of the Debt, and all
such additional security shall be considered

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as cumulative.  The taking of additional security, execution of partial 
releases of the security, or any extension of time of payment of the Debt 
shall not diminish the force, effect or lien of this Deed of Trust and shall 
not affect or impair the liability of Grantor and shall not affect or impair 
the liability of any maker, surety, or endorser for the payment of the Debt.

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

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

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

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

    Section 18.27.  Grantor's Obligations Absolute.  Grantor acknowledges that
Beneficiary and/or certain Affiliates of Beneficiary are engaged in the business
of financing, owning, operating, leasing, managing, and brokering real estate
and in other business ventures which may be viewed as adverse to or competitive
with the business, prospect, profits, operations or condition (financial or
otherwise) of Grantor.  Except as set forth to the contrary in the Loan
Documents, all sums payable by Grantor hereunder shall be paid without notice or
demand, counterclaim, setoff, deduction or defense and without abatement,
suspension, deferment, diminution or reduction, and the obligations and
liabilities of Grantor hereunder shall in no way be released, discharged, or
otherwise affected (except as expressly provided herein) by reason of:  (a) any
damage to or destruction of or any Taking of the Trust Property or any portion
thereof or any other Cross-collateralized Property; (b) any restriction or
prevention of or interference with any use of the Trust Property or any portion
thereof or any other Cross-collateralized Property; (c) any title defect or
encumbrance or any eviction from the Premises or any portion thereof by title
paramount or otherwise; (d) any bankruptcy

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proceeding relating to Grantor, any General Partner, or any guarantor or 
indemnitor, or any action taken with respect to this Deed of Trust or any 
other Loan Document by any trustee or receiver of Grantor or any other 
Cross-collateralized Borrower or any General Partner, guarantor or 
indemnitor, or by any court, in any such proceeding; (e) any claim which 
Grantor or any other Cross-collateralized Borrower has or might have against 
Beneficiary; (f) any default or failure on the part of Beneficiary or any 
other Cross-collateralized Borrower to perform or comply with any of the 
terms hereof or of any other agreement with Grantor; or (g) any other 
occurrence whatsoever, whether similar or dissimilar to the foregoing, 
whether or not Grantor shall have notice or knowledge of any of the 
foregoing.  

    Section 18.28.  Publicity.  (a)  All promotional news releases, publicity
or advertising by Manager, Grantor or their respective Affiliates through any
media intended to reach the general public shall not refer to the Loan Documents
or the financing evidenced by the Loan Documents, or to Beneficiary or to Nomura
Securities International, Inc. ("Nomura") or to NACC without the prior written
approval of Beneficiary or  Nomura or NACC, as applicable, in each instance,
such approval not to be unreasonably withheld or delayed.  Subject to Section
18.28(c) hereof, Beneficiary shall be authorized to provide information relating
to the Trust Property, the Loan and matters relating thereto to rating agencies,
underwriters, potential securities investors, auditors, regulatory authorities
and to any parties which may be entitled to such information by operation of law
and Grantor and its Affiliates shall be authorized to provide such information
to auditors, regulatory authorities and to any parties which may be entitled by
law to such information.

    (b)  No promotional news releases, publicity or advertising by Beneficiary
or its Affiliates through any media intended to reach the general public shall
refer to PRLP or any of its Affiliates without the prior written approval of
PRLP, such approval not to be unreasonably withheld or delayed. 

    (c)  Beneficiary shall keep, and shall use good faith efforts to cause the
Rating Agencies to keep rent rolls, per square foot sales figures and
information provided pursuant to Section 2.09(f) which Grantor, in its
reasonable discretion, deems in writing to be proprietary in nature
(collectively, the "Confidential Information") confidential, provided, however,
that nothing herein shall be deemed to prohibit (x) the Rating Agencies from
including summary statements, conclusions or analysis based on the Confidential
Information in reports they prepare and distribute with respect to the Loan or
(y) distribution of the Confidential Information to the Rating Agencies,
underwriters, auditors, regulatory authorities or any Parties which may be
entitled by law to such information, or (z) distribution of the Confidential
Information as provided below.  Information provided by Grantor to

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Beneficiary will be available to the holders of any certificates issued in 
connection with a Securitization; provided, however, as long as the Aggregate 
Debt Service Coverage equals or exceeds 1.25 and no Event of Default has 
occurred, the Confidential Information will be available only to any private 
holder of such certificates that signs a confidentiality agreement.  If the 
Aggregate Debt Service Coverage is less than 1.25 or an Event of Default has 
occurred, no separate confidentiality agreement will be required but the 
first page of any such Information shall contain a legend stating that the 
Information contains economic, commercial and financial information which is 
confidential and/or proprietary in nature to Grantor and its affiliates and 
that the recipients of the Information (i) shall not disclose the contents of 
the Information to any third party and (ii) shall use the Information solely 
in connection with their ownership of any certificates issued in connection 
with a Securitization.  If, however, Grantor deposits with Beneficiary 
Federal Obligations the payment from which will increase the Aggregate Debt 
Service Coverage to 1.25 when recalculated with an adjustment to Operating 
Income to include as income the payments to be made from the Federal 
Obligations for the next succeeding 12-month period the requirement for a 
separate confidentiality agreement shall be reinstated.

    Section 18.29.  Brokers and Financial Advisors.  Grantor and Beneficiary
hereby represent that they have dealt with no financial advisors, brokers,
underwriters, placement agents, agents or finders in connection with the
transactions contemplated by this Deed of Trust except for Nomura and NACC
(collectively, the "Advisors").  Grantor and Beneficiary hereby agree to
indemnify and hold the other harmless from and against any and all claims,
liabilities, costs and expenses of any kind in any way relating to or arising
from a claim by any Person (other than the Advisors) that such Person acted on
behalf of the indemnifying party in connection with the transactions
contemplated herein.  The provisions of this Section 18.29 shall survive the
expiration and termination of this Deed of Trust and the repayment of the Debt.

    Section 18.30.  No Waiver.  The failure of Beneficiary to insist upon
strict performance of any term hereof shall not be deemed to be a waiver of any
term of this Deed of Trust.

    Section 18.31.  Non-Recourse Loan.  Notwithstanding anything to the
contrary contained in this Deed of Trust, the obligations of Grantor hereunder
shall be non-recourse except as otherwise provided in Section 4.04 of the Note,
the terms of which are incorporated herein by reference, as if fully set forth
herein.

    Section 18.32.  Release After Payment of Debt. Upon payment in full of the
Debt, Beneficiary shall (a) deliver to Grantor a release, satisfaction or
reconveyance of this Deed of Trust, in form appropriate for recording in the
State, (b) notify the Property Collection Account Bank that the requirement 
for the 

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automatic transfer of funds to the Cash Collateral Account is terminated and 
direct the bank or banks in which the Property Collection Account and the 
Cash Collateral Account are maintained to transfer any balances remaining in 
such accounts to Grantor and (c) return and release any other Collateral or 
funds then held by or for the account of Beneficiary.

    Section 18.33.  Arbitration.  (a)  Except as set forth in Section 18.33(b)
hereof, in each case specified in this Deed of Trust in which it shall become
necessary pursuant to the terms of this Deed of Trust to resort to arbitration,
such arbitration shall be determined as provided in this Section 18.33(a).  The
party desiring such arbitration shall give written notice to that effect to the
other party and an arbitrator shall be selected by mutual agreement of the
parties, or if they cannot agree within thirty (30) days of such notice, by
appointment made by the American Arbitration Association ("AAA") from among the
members of its panels who are qualified and who have experience in resolving
matters of a nature similar to the matter to be resolved by arbitration.

    (b)  In each case specified in this Deed of Trust for a matter to be
submitted to arbitration pursuant to the provisions of this Section 18.33(b),
Beneficiary shall be entitled to designate any so-called "Big Six" firm of
independent certified public accountants of which Beneficiary or an Affiliate of
Beneficiary is not a significant client to serve as arbitrator of such dispute
within fifteen (15) days after written demand for arbitration is received or
sent by Beneficiary.  In the event Beneficiary fails to make such designation
within such fifteen (15) day period, Grantor shall be entitled to designate any
nationally recognized accounting firm of which Grantor or an Affiliate of
Grantor is not a significant client to serve as arbitrator of such dispute
within fifteen (15) days after Beneficiary fails to timely make such
designation.  In the event no nationally recognized accounting firm satisfying
such qualifications is available and willing to serve as arbitrator, the
arbitration shall instead be administered as set forth in Section 18.33(a)
hereof.

    (c)  In any arbitration commenced pursuant to Sections 18.33(a) or 18.33(b)
hereof, a single arbitrator shall be designated and shall resolve the dispute. 
The arbitrator's decision shall be binding on all parties and shall not be
subject to further review or appeal except as otherwise allowed by applicable
law.  To the maximum extent practicable, the arbitrator and the parties, and the
AAA, if applicable, shall take any action necessary to insure that the
arbitration shall be concluded within ninety (90) days of the filing of such
dispute.  The fees and expenses of the arbitrator shall be shared equally by
Beneficiary and Grantor.  Unless otherwise agreed in writing by the parties or
selected by the arbitrator or AAA, if applicable, arbitration proceedings
hereunder shall be conducted in the State of New York.

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Notwithstanding formal rules of evidence, each party may submit such evidence 
as each party deems appropriate to support its position and the arbitrator 
shall have access to and the right to examine all books and records of 
Grantor regarding the Trust Property during the arbitration.

    Section 18.34. Funding of Additional Sums.  In the event that (a) Grantor
delivers to Beneficiary on or before November 15, 1996 (i) appraisals,
environmental reports, engineering reports, operating statements, proof of
zoning, title insurance, evidence of casualty and liability insurance, opinion
of counsel, surveys, tenant estoppel certificates, and leases relating to the
factory outlet centers more particularly described as items (17) through (19) on
Exhibit H attached hereto and made a part hereof (such factory outlet centers
hereinafter referred to as the "NP Properties") and (ii) such other items as
Beneficiary may require in its sole and absolute discretion, all of which are in
form and substance and prepared by Persons acceptable to Beneficiary in its sole
and absolute discretion, (b) Affiliates of Grantor which are Single Purpose
Entities acquire the NP Properties on or before November 15, 1996, (c) the
owners of the NP Properties grant a first mortgage lien to Beneficiary on the NP
Properties pursuant to mortgages or deeds of trust substantially in the same
form as this Deed of Trust and the Cross-collateralized Borrowers and the owner
of the NP Properties enter into such modifications of the Loan Documents as
Beneficiary may in its sole and absolute discretion require on or before
November 15, 1996 and (d) Beneficiary in its sole and absolute discretion
decides to advance funds to the Cross-collateralized Borrowers to acquire the NP
Properties, Beneficiary may, prior to November 15, 1996, advance a sum up to the
NP Funding Amount to the Cross-collateralized Borrowers to be used to acquire
the NP Properties and such sum shall be deemed a part of the Loan Amount and
shall be secured by this Deed of Trust.

    Section 18.35.  Concerning the Deed Trustee.  Deed Trustee shall be under
no duty to take any action hereunder except as expressly required hereunder or
by law, or to perform any act which would involve Deed Trustee in any expense or
liability or to institute or defend any suit in respect hereof, unless properly
indemnified to Deed Trustee's reasonable satisfaction.  Deed Trustee, by
acceptance of this Deed of Trust, covenants to perform and fulfill the trusts
herein created, being liable, however, only for gross negligence or willful
misconduct, and hereby waives any statutory fee and agrees to accept reasonable
compensation, in lieu thereof, for any services rendered by Deed Trustee in
accordance with the terms hereof.  Deed Trustee may resign at any time by
written instrument to that effect delivered to Beneficiary.  Beneficiary may
remove Deed Trustee at any time or from time to time and select a successor
trustee.  In the event of the death, removal, resignation, refusal to act, or
inability to act of Deed Trustee, or in its sole discretion for any reason
whatsoever Beneficiary may, without notice and without specifying any reasons

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therefor and without applying to any court, select and appoint a successor 
trustee, by an instrument recorded wherever this Deed of Trust is recorded, 
and all powers, rights, duties and authority of Deed Trustee, as aforesaid, 
shall thereupon become vested in such successor.  Such substitute trustee 
shall not be required to give bond for the faithful performance of the duties 
of Deed Trustee hereunder unless required by Beneficiary.  The procedure 
provided for in this Section 18.35 for substitution of Deed Trustee shall be 
in addition to and not in exclusion of any other provisions for substitution, 
by law or otherwise.

    Section 18.36 . Deed Trustee's Fees.  Grantor shall pay all costs, fees and
expenses incurred by Deed Trustee and Deed Trustee's agents and counsel in
connection with the performance by Deed Trustee of Deed Trustee's duties
hereunder, and all such costs, fees and expenses shall be secured by this Deed
of Trust.

    Section 18.37.  Certain Matters Relating to Trust Property Located in
Colorado.  With respect to the Trust Property which is located in the State of
Colorado, notwithstanding anything contained herein to the contrary:

    (a)  The Deed Trustee named herein is the Public Trustee of County in which
the Premises is located, who is a public official of such county created
pursuant to C.R.S. Section 38-37-101.  Therefore, certain provisions of this
Deed of Trust, including those relating to the removal and substitution of the
Deed Trustee, the fees to be charged by the Deed Trustee, the powers and rights
of the Deed Trustee, and procedural requirements to be followed by the Deed
Trustee are each subject to applicable provisions of Colorado law.

    (b)  Upon the occurrence and during the continuance of any Event of
Default, Beneficiary may take such action, without notice or demand, as it deems
advisable to protect and enforce its rights against Grantor and in and to the
Trust Property or any part thereof or interest therein, including, but not
limited to, the following actions, at such time and in such order as Beneficiary
may determine without impairing or otherwise affecting the other rights and
remedies of Beneficiary:

         (i)  Declare a violation hereof and elect to advertise the Trust
    Property for sale and demand such sale.  Then upon Beneficiary's filing
    notice of such election and demand for sale with the Deed Trustee (who
    shall upon receipt of such notice of election and demand for sale cause a
    copy of the same to be recorded in the office of the Clerk and Recorder of
    the County in which the Premises is located), it shall and may be lawful
    for said Deed Trustee to sell and dispose of the Trust Property (en masse
    or in separate parcels, as Beneficiary may designate) and all the right,
    title, and interest of Grantor, its successors and assigns therein, at
    public auction at the main entrance to the County Building in

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    and for said County in which the Premises is located, or on the Trust
    Property, or any part thereof, or such other place as may be authorized or 
    permitted by law, all as may be specified in the notice of such sale, for
    the highest and best price the same will bring in cash, four weeks, public
    notice having been previously given of the time and place of such sale, by
    advertisement weekly in some newspaper of general circulation at that time 
    published in the County in which the Premises is located.  A copy of 
    such notice of sale shall be given to Grantor at its address given 
    herein, and to such person or persons appearing to have acquired a 
    subsequent record interest in the Trust Property at the address given in 
    the recorded instrument evidencing such interest, any such notice to be 
    given in accordance with applicable law; provided, that where only the 
    county and state are given as the address, such notice shall be mailed 
    to the county seat.  The Deed Trustee shall then make and give to the 
    purchaser or purchasers of such Trust Property at such sale a 
    certificate or certificates in writing describing such Trust Property 
    purchased, and the sum or sums paid therefor, and the time when the 
    purchaser or purchasers (or other persons entitled thereto) shall be 
    entitled to a deed or deeds therefor, unless the same shall be redeemed 
    as provided by law, and said Deed Trustee shall, upon demand by the 
    person or persons holding the said certificate or certificates of 
    purchase, when said demand is made, or upon demand by the person 
    entitled to a deed to and for the Trust Property purchased, at the time 
    such demand is made (the time for redemption having expired) make and 
    execute to such person or persons a deed or deeds to the said Trust 
    Property purchased, which said deed or deeds shall be in the ordinary 
    form of a conveyance, and shall be signed, acknowledged, and delivered 
    by the Deed Trustee, as grantor, and shall convey and quitclaim to such 
    person or persons entitled to such deed, as grantee, the said Trust 
    Property purchased as aforesaid, and all the right, title, interest, 
    benefit, and equity of redemption of Grantor, its successors and assigns 
    therein, and shall recite the sum or sums for which the said Trust 
    Property was sold and shall refer to the power of sale herein contained, 
    and to the sale or sales made by virtue thereof.

         In case of an assignment of such certificate or certificates of
    purchase or in the case of redemption of such Trust Property by a
    subsequent encumbrancer, such assignment or redemption shall also be
    referred to in such deed or deeds, but the notice of sale need not be set
    out in such deed or deeds.  The Deed Trustee shall, out of the proceeds or
    avails of such sale, after first paying and retaining all fees, charges,
    and costs of making said sale, apply the remaining proceeds of the sale
    first to Beneficiary for the payment of all moneys advanced by Beneficiary
    for insurance, repairs, appraisals, maintenance, inspection and testing
    fees,

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    receivers' and management fees, leasing and sales commissions,
    advertising costs and expenses, taxes and assessments, environmental
    audits, environmental studies and reports, environmental tests and
    remediation costs, surveys, engineering studies and reports, engineering
    fees and expenses, soils tests, space planning costs and expenses,
    contractors' fees, expert witness fees and expenses, copying charges, costs
    for title searches and examinations, title insurance premiums and expenses,
    filing and recording fees, all costs, fees and expenses incurred by
    Beneficiary to maintain, preserve and protect the Trust Property,
    reasonable legal fees, and any other costs or fees authorized in the Loan 
    Agreement or by statute, with interest thereon from the date incurred until
    paid, and then to Beneficiary for the payment of the Debt in such manner
    and order of priority as Beneficiary shall elect in its sole and absolute
    discretion, rendering the overplus, if any, unto Grantor or its successor
    or assigns.  Such sale or sales and said deed or deeds so made shall be a
    perpetual bar, both in law and equity, against Grantor and its successors
    and assigns, and all other persons claiming the said Trust Property, or any
    part thereof, by, through, from, or under Grantor.  The holder of the Note
    may purchase the Trust Property or any part thereof.  It shall not be
    obligatory upon the purchaser or purchasers at any such sale to see to the
    application of the purchase money.  Nothing herein dealing with foreclosure
    procedures or specifying particular actions to be taken by Beneficiary or
    by the Deed Trustee shall be deemed to contradict or add to the
    requirements and procedures (now or hereafter existing) of Colorado law
    applicable to this Deed of Trust at the time of foreclosure, and any such
    conflict or inconsistency shall be resolved in favor of Colorado law;

         (ii)   Pay any sums in any form or manner deemed expedient by
    Beneficiary to protect the security of this instrument or to cure any Event
    of Default; make any payment herein authorized to be made according to any
    bill, statement, or estimate furnished or procured from the appropriate
    public officer or other party claiming payment without inquiry into the
    accuracy or validity thereof, and the receipt of any such public officer or
    party in the hands of Beneficiary shall be conclusive proof of the right of
    Beneficiary to make such payment (whether or not the validity or amount
    thereof be ultimately determined as false or incorrect), and Beneficiary
    shall have no liability for payments so made.  All amounts so paid, with
    interest thereon from the date incurred until paid shall be added to and
    become a part of the Debt and be immediately due and payable to
    Beneficiary; and

         (iii)  Declare the Debt, including all monies advanced by Beneficiary
    under the terms hereof, to be due and payable.

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    Section 18.38.  Certain Matters Relating to Trust Property Located in
Mississippi.  With respect to the Trust Property located in the State of
Mississippi, notwithstanding anything contained herein to the contrary:

         (a)  Grantor acknowledges and agrees that (i) this Deed of Trust shall
secure all additional or future advances and readvances of principal under the
Note, and (ii) the Debt evidenced by the Note and secured by this Deed of Trust
shall be used primarily for business, commercial or agricultural purposes. 
Grantor waives the provisions of Section 89-1-55 of the Mississippi Code of
1972, or laws amendatory thereof, if any, so far as the same restricts the right
of the Deed Trustee to offer at sale more than one hundred sixty (160) acres at
a time, and the Deed Trustee may offer the Premises as a whole, regardless of
the manner in which the Premises may be described.  For purposes of the
provisions of Section 89-1-19 of the Mississippi Code of 1972, or laws
amendatory thereof, the stated maturity date of the Note on the date hereof is
November 11, 2026.

    Section 18.39.  Certain Matters Relating to Trust Property Located in
Missouri.  With respect to the Trust Property located in the State of Missouri,
notwithstanding anything contained herein to the contrary:

         (a)  FUTURE ADVANCES ARE SECURED HEREBY PURSUANT TO SECTION 443.055 OF
THE REVISED STATUTES OF MISSOURI TO THE MAXIMUM FACE AMOUNT OUTSTANDING AT ANY
TIME OF $900,000,000.

         (b)  In the event any foreclosure advertisement is running or has run
at the time of such appointment of a successor Deed Trustee, the successor Deed
Trustee may, to the extent permitted by applicable law, consummate the
advertised sale without the necessity of republishing such advertisement.

         (c)  Upon the occurrence of an Event of Default, the Deed Trustee
shall, at the request of Beneficiary, proceed  to sell the Trust Property as one
parcel in its entirety or any part thereof, either in mass or in parcels, at the
absolute discretion of Deed Trustee, at public vendue, to the highest bidder for
cash at the  door of the Court House or other  location then customarily
employed for that purpose in the county (or city) where the Trust Property is
located, first giving notice of the time and place of sale, and a description of
the property to be sold, by advertisement published and as is provided by the
laws of the State of Missouri then in effect, and upon sale shall execute and
deliver a deed of conveyance of the property sold to the purchaser or purchasers
thereof, and any statement or recital of fact in such deed, in relation to the
non-payment of the money hereby secured to be paid, existence of the
indebtedness so secured, notice of advertisement, sale and receipt of the
proceeds of sale, shall be presumptive evidence of the truth of such statements
or recital.

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The power of sale hereunder shall not be exhausted by any one or
more such sales (or attempts to sell) as to all or any portion of the Trust
Property remaining unsold, but shall continue unimpaired until all of the Trust
Property has been sold or the Note and all other indebtedness of Grantor to
Beneficiary secured hereby shall have been paid in full.

         (d)  The Deed Trustee may sell and convey the Trust Property under the
power aforesaid, although the Deed Trustee has been, may now be or may hereafter
be attorney or agent of the Beneficiary in respect to the loan made by
Beneficiary evidenced by the Note or this Deed of Trust or in respect to any
matter of business whatsoever.

         (e)  The Deed Trustee hereby lets the Trust Property to the Grantor
until a sale be had under the foregoing provisions, upon the following terms and
conditions, such letting being to-wit:  The Grantor and every and all persons
claiming or possessing the Trust Property, or any part thereof, by, through or
under Grantor shall pay rent therefor during said term at the rate of one cent
(1CENTS) per month, payable monthly upon demand, and shall surrender immediate
peaceable possession of said premises, to the purchaser thereof, under such
sale, without notice or demand therefor.  Should possession not be surrendered
as provided for herein the purchaser shall be entitled to institute proceedings
for possession as aforesaid.

         (f)  The following notice is provided pursuant to Section 432.045 of
the Missouri Revised Statutes:

         Oral agreements or commitments to loan money, extend credit or to
         forbear from enforcing repayment of a debt including promises to
         extend or renew such debt are not enforceable.  To protect you
         (borrower) and us (lender) from misunderstanding or disappointment,
         any agreements we reach covering such matters are contained in this
         Deed of Trust, which is the complete and exclusive statement of the
         agreement between the parties hereto, except as we may later agree in
         writing to modify it.

         (g)  In the event any person legally entitled thereto shall at any
time deliver or cause to be delivered to the Beneficiary a notice pursuant to
subsection 6 or 8 of Section 443.055 of the Missouri Revised Statutes electing
to terminate the operation of this Deed of Trust as security for future advances
or future obligations made or incurred after the date of such notice, then upon
receipt of such notice Beneficiary shall have no further obligation under the
Note, this Deed of Trust or otherwise to advance monies to or for the account of
Grantor, notwithstanding anything in the Note or this Deed of Trust to the
contrary.  Moreover, any request by Trustor for an advance under the Note or

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hereunder shall constitute a certification that no such notice of lien
termination has been given.

    Section 18.40.  Certain Matters Relating to Trust Property Located in the
State of Nebraska.

    With respect to the Trust Property which is located in the State of
Nebraska, notwithstanding anything contained herein to the contrary:

         (a)  Future Advances.  Upon request of Trustor, Beneficiary, at
Beneficiary's option, prior to reconveyance of the Trust Property to the
Trustor, may make future advances to Trustor.  Such future advances, with
interest thereon, shall be secured by this Deed of Trust whether or not
evidenced by a promissory note or promissory notes stating that the note or
notes are secured hereby; providing that at no time shall the secured principal
and future advances, not including sums advanced to protect the security, exceed
one hundred percent (100%) of the original principal amount secured hereby.  

    If Trustor fails to perform the covenants and agreements herein contained,
Beneficiary may do and pay for whatever is necessary to protect the value of the
Trust Property and Beneficiary's right in the Trust Property, including, but not
limited to, the payment of any sums secured by a lien which has priority over
this security instrument, court appearances, payment of attorney's fees, and
entering the Trust Property to make repairs.  Any amount disbursed by
Beneficiary under this Section shall become an additional debt of Trustor
secured by this Deed of Trust to bear interest from the date of disbursement;
and said amount shall bear interest at the highest lawful rate until refunded by
Trustor.

    (b)  Notice.  Grantor requests copies of any notice of default and notice
of sale hereunder be sent to Grantor at its address first set forth above.

    (c)  Acceleration and Power of Sale.  Upon Grantor's breach of any covenant
or agreement of Grantor in this Deed of Trust, including, but not limited to,
the covenants to pay when due any sums secured by this Deed of Trust,
Beneficiary, at Beneficiary's option, may declare all of the sums secured by
this Deed of Trust to be immediately due and payable without further demand, and
may invoke the power of sale and other remedies permitted by applicable law or
provided herein.  Beneficiary shall be entitled to collect all costs and
expenses incurred in pursuing such remedies, including, but not limited to,
reasonable attorneys' fees and costs of documentary evidence, abstracts and
title reports.

    If Beneficiary invokes the power of sale, Beneficiary shall execute or
cause Deed Trustee to execute a written notice of the

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occurrence of an event of default and of Beneficiary's election to cause 
the Trust Property to be sold and shall cause such notice to be recorded 
in each county in which the Trust Property or some part thereof is 
located.  Deed Trustee shall give notice of default and notice of sale 
and shall sell the Trust Property according to applicable law.  Deed 
Trustee may sell the Trust Property at the time and place and under the 
terms designated in the notice of sale in one or more parcels and in 
such order as Deed Trustee may determine.  Deed Trustee may postpone 
sale of all or any parcel of the Trust Property by public announcement 
at the time and place of any previously scheduled sale and in accordance 
with applicable law. Beneficiary or Beneficiary's designee may purchase 
the property at any sale.

    The Deed Trustee shall deliver to the purchaser a Deed Trustee's Deed upon
sale conveying the Trust Property so sold without any covenant or warranty,
expressed or implied.  The recitals in the Deed Trustee's Deed shall be prima
facie evidence of the truth of the statements made therein.  The Deed Trustee
shall apply the proceeds of the sale in the following order:  (i) to all costs
and expenses of the sale, including, but not limited to, Deed Trustee's and
attorney's fees and costs of title evidence; (ii) to all sums secured by this
Deed of Trust in such order as Beneficiary, in Beneficiary's sole discretion,
directs; and (iii) the excess, if any, to the person or persons legally entitled
thereto.

    (d)  Foreclosure as Mortgage.  This Deed of Trust shall be effective as a
mortgage as well as a deed of trust and may be foreclosed as a deed of trust or
a mortgage as to any of the Trust Property in any manner permitted by the laws
of the State of Nebraska.

    (e)  Receiver.  In addition to all other remedies herein provided,
Beneficiary shall, as a matter of right, be entitled to an ex parte appointment
of a receiver or receivers without notice, notice being hereby expressly waived,
for all or any part of the Trust Property without regard to the value of the
Trust Property or the solvency of any person or persons liable for the payment
of the Note and Grantor does hereby consent to the appointment of such receiver
or receivers, waives any and all defenses to such appointment, and agrees not to
oppose any application therefor by Beneficiary, but nothing herein is to be
construed to deprive Beneficiary of any other right, remedy or privilege it may
now have under the law to have a receiver appointed; provided, however, that the
appointment of such receiver, trustee, or other appointee by virtue of any court
order, statute, or regulation shall not impair or in any manner prejudice the
rights of Beneficiary to receive payment of the rents and income.  Any money
advanced by Beneficiary in connection with any such receivership shall be a part
of the indebtedness secured hereby and shall be payable by Grantor to
Beneficiary as provided in this Deed of Trust. The receiver or its 

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agents shall be entitled to enter upon and take possession of any and all of 
the Trust Property.  The receiver, personally or through its agents or 
attorneys, may exclude Grantor and its agents, servants, and employees wholly 
from the Trust Property, and have, hold, use, operate, manage, and control 
the same and each and every part thereof, and keep insured the properties, 
equipment, and apparatus provided or required for use in connection with the 
business or businesses operated on the Trust Property, and make all such 
useful alterations, additions, betterments, and improvements as the receiver 
may deem judicious. Such receivership shall, at the option of Beneficiary, 
continue until full payment of all sums hereby secured, or until title to the 
Trust Property shall have passed by foreclosure sale under this Deed of Trust 
and the period of redemption, if any, shall have expired.

    Section 18.41. Certain Matters Relating to Trust Property Located in the
State of North Carolina.  With respect to the Trust Property which is located in
the State of North Carolina, notwithstanding anything contained herein to the
contrary:

    (a)  Foreclosure and Application of Sale Proceeds.  (i) Foreclosure and
Sale.  Upon the occurrence of an Event of Default, Beneficiary may notify Deed
Trustee to exercise the power of sale granted hereunder and upon such
notification it shall be lawful for and the duty of Deed Trustee and Deed
Trustee is hereby authorized and empowered to expose to sale and to sell the
Trust Property or any part thereof at public sale to the highest bidder for
cash, after having first complied with all applicable requirements of North
Carolina law with respect to the exercise of powers of sale contained in Deeds
of Trust and upon such sale, Deed Trustee shall convey title to the portion of
the Trust Property so sold to the purchaser in fee simple.  Grantor agrees that
in the event of a sale hereunder, Beneficiary shall have the right to bid at
such sale.  Deed Trustee may require the successful bidder at any sale to
deposit immediately with Deed Trustee cash or certified check in an amount up to
five percent (5%) of the bid up to and including $750.00, provided that notice
of such requirement is contained in the advertisement of the sale.  The bid may
be rejected if the deposit is not immediately made and thereupon the next
highest bidder may be declared to be the purchaser.  Such deposit shall be
refunded in case a resale is had; otherwise it shall be applied to the purchase
price.  If personal property is sold hereunder, it need not be at the place of
sale.  The published notice, however, shall state the time and place where such
personal property may be inspected prior to sale.  The Trust Property may be
sold in such parcels or lots as Deed Trustee may determine and the Trust
Property may be sold at one sale or in multiple sales as determined by Deed
Trustee.  The exercise of the power of sale hereunder by Deed Trustee on one or
more occasions shall not be deemed to extinguish the power of sale which power
of sale shall continue in full force and effect until all of the Trust Property
shall have been finally sold and properly conveyed to the purchasers at the

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sales.  Deed Trustee's commission shall be five percent (5%) of the gross 
proceeds of the sale for a completed foreclosure.  In the event foreclosure 
is commenced, but not completed, Grantor shall pay all expenses incurred by 
Deed Trustee, including reasonable attorneys' fees, and a partial Deed 
Trustee's commission computed on five percent (5%) of the outstanding Debt in 
accordance with the following schedule: one-fourth (1/4th) thereof before 
Deed Trustee files a notice of hearing on the right to foreclose; one-quarter 
(1/4) thereof after filing of said notice; one-quarter (1/4th) thereof after 
such hearing; and the full commission after the initial sale.

    (ii)  Application of Sale Proceeds and Rents.  After any foreclosure sale
of the Trust Property or a portion thereof, Deed Trustee shall receive the
proceeds of sale.  No purchaser shall be required to see to the application of
the proceeds and Deed Trustee shall apply the proceeds of the sale and any other
sums which then may be held by the Deed Trustee under this Deed of Trust in
accordance with the terms of Section 13.02(b) hereof subject to the provisions
of North Carolina General Statute Section 45-21.31.

    (b)  Appointment of Substitute Deed Trustee.  The Beneficiary shall at any
time have the irrevocable right to remove Deed Trustee herein named without
notice or cause and to appoint his or its successor by an instrument in writing,
duly acknowledged, in such form as to entitle such written instrument to be
recorded in the State, and in the event of the death or resignation of Deed
Trustee herein named, Beneficiary shall have the right to appoint his or its
successor by such written instrument.  Any Deed Trustee so appointed shall be
vested with the title to the Trust Property, and shall possess all the powers,
duties and obligations herein conferred on Deed Trustee in the same manner and
to the same extent as though he or it were named herein as Deed Trustee.

    (c)  Security Agreement.  This Deed of Trust shall constitute a security
agreement pursuant to the Uniform Commercial Code for any items constituting a
part of the Trust Property which, under applicable law, may be subjected to a
security interest pursuant to the UCC, and Grantor hereby grants Beneficiary a
security interest in such items.  Grantor agrees that Beneficiary may file this
Deed of Trust, or a reproduction thereof, in the real estate records of other
appropriate index, as a financing statement for any of such items including,
without limitation, those items which are, or are to become fixtures with
respect to the Land.  In addition, Grantor agrees to execute and deliver to
Beneficiary, upon its request, any financing statements, as well as extensions,
renewals and amendments thereof, as Beneficiary may require to perfect a
security interest with respect to such items.  Grantor shall pay all costs of
filing such financing statements and any extensions, renewals, amendments and
releases thereof.  Without the prior written consent of Beneficiary, Grantor
shall not create or suffer to be created pursuant to the UCC any other security
interest in 

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items constituting a part of the Trust Property, including
replacements and additions thereto except as otherwise expressly set forth in
the Loan Documents.  Upon the occurrence of an Event of Default, Beneficiary
shall have the remedies of a secured party under the UCC.  In exercising any of
said remedies, Beneficiary may proceed against the items of real property and
any items of personal property specified above as part of the Trust Property
separately or together and in any order whatsoever, without in anyway affecting
the availability of Beneficiary's remedies under the UCC or of the remedies
provided herein.  THE COLLATERAL IS OR INCLUDES FIXTURES.

    (d)  Future Advances.  This Deed of Trust secures all present and future
loan disbursements made by the Beneficiary under the Note, and all other present
and future obligations from time to time owing to the Beneficiary by the Grantor
under the Loan Documents.  The amount of the present obligations secured hereby
is THREE HUNDRED NINETY-ONE MILLION FIVE HUNDRED THOUSAND and No/100 Dollars
($391,500,000.00), and the maximum principal amount, including present and
future obligations, which may be secured hereby at any one time is NINE HUNDRED
MILLION and No/100 Dollars ($900,000,000), plus interest, costs and advances
made by the Beneficiary to protect or preserve the Premises or the lien of this
Deed of Trust, or for taxes, assessments or insurance premiums as herein
provided.  The time period within which such future disbursements are to be made
and other obligations are to be incurred is the period between the date hereof
and the date FIFTEEN (15) YEARS from the date hereof.  Disbursements secured
hereby shall not be required to be evidenced by a "written instrument or
notation" as described in Section 45-68(2) of the North Carolina General
Statutes, it being the intent of the parties that the requirements of Section
45-68(2) for a "written instrument or notation" for each advance shall not be
applicable to disbursements made under the Note.

    Section 18.42. Certain Matters Relating to Trust Property Located in the
State of Texas.  With respect to the Trust Property which is located in the
State of Texas, notwithstanding anything contained herein:

         (a)  Grantor represents and covenants that no part of the Trust
    Property forms any part of any property owned, used or claimed by Grantor
    as a business or residential homestead.

         (b)  Beneficiary hereunder may request the Deed Trustee to enforce
    this Deed of Trust and to sell the Trust Property as an entirety or in
    parcels, by one sale or by several sales, held at one time or at different
    times as the Deed Trustee may elect (all rights to a marshalling of the
    Trust Property, or to a sale in inverse order of alienation, being hereby
    expressly waived by Grantor), at the place for sale designated from time to
    time by applicable authorities in the county in which the Trust Property,
    or a part of the Trust Property, to

                                        151

    <PAGE>

    be sold is situated, each sale to be made on the first Tuesday of a 
    calendar month between the hours of ten o'clock a.m. and four o'clock 
    p.m. (subject to any obligation imposed by applicable law to designate 
    the times during which the sale is to be held) to the highest bidder for 
    cash at public auction, after posting or causing to be posted written or 
    printed notice of the time, place and terms of sale at the door of the 
    Courthouse of said county, for at least twenty-one (21) days before the 
    day of sale (such twenty-one (21) day period commencing on the date of 
    posting), and to execute and deliver to the purchasers at each such sale 
    proper conveyances of the property sold, with general warranty of title 
    binding upon Grantor and the heirs, legal representatives, successors and 
    assigns of Grantor.  In addition, the holders of the Debt shall at least 
    twenty-one (21) days preceding the date of sale (such twenty-one (21) day 
    period commencing on the date of posting), (i) file a copy of such notice 
    with the clerk of each county in which the Trust Property is situated and 
    (ii) serve written notice of the proposed sale by certified mail on each 
    debtor obligated to pay the Debt according to the records of such 
    holder(s).  Service of such notice shall be completed upon deposit of the 
    notice, enclosed in a postpaid wrapper, properly addressed to each debtor 
    at such debtor's most recent address as shown by Beneficiary's records, 
    in a post office or official depository under the care and custody of the 
    United States Postal Service.  The affidavit of any person having 
    knowledge of the facts to the effect that such service was completed 
    shall be prima facie evidence of the fact of service.  No notice of such 
    sale or sales other than that herein provided for need be given to 
    Grantor or any other person or party.  The Deed Trustee shall apply the 
    proceeds arising from each such sale as provided hereinbefore.  
    Beneficiary or other holders of the Debt shall have the right to become 
    the purchaser at any sale to the same extent as any other party, being 
    the highest bidder, and in lieu of paying cash may credit the amount of 
    the bid upon the Debt held by Beneficiary or such other holders up to the 
    full amount of the Debt then unpaid.  Beneficiary shall not be held 
    liable for any damages in connection with actions taken by Beneficiary or 
    by Deed Trustee hereunder.  If a sale under this Deed of Trust is made 
    because of an Event of Default relating to payment of any portion of the 
    Debt, and Beneficiary elects not to accelerate the Debt, the sale may be 
    made subject to the unmatured part of the Debt, and as to the unmatured 
    part of the Debt, this Deed of Trust shall remain in full force and 
    effect.  Several sales may be made hereunder without exhausting the power 
    of foreclosure and the power to sell the Trust Property, in whole or in 
    part, for any other part of the Debt whether then matured or subsequently 
    maturing.  Grantor shall indemnify Deed Trustee against all liabilities 
    and expenses that he may incur in the performance of his duties under 
    this Deed of Trust.

                                      152
<PAGE>
         (c)  Except as expressly otherwise provided in this Deed of Trust,
    Grantor waives any and all rights of presentment, protest, notice of
    protest, demand, notice of dishonor, notice of nonpayment, notice of intent
    to accelerate, notice of acceleration and all other notices.  To the full
    extent Grantor may do so, Grantor agrees that Grantor will not at any time
    insist upon, plead, claim or take the benefit or advantage of any law now
    or hereafter in force providing for any moratorium, appraisement,
    valuation, stay, extension, reinstatement or redemption, and Grantor, for
    Grantor, Grantor's heirs, devisees, representatives, successors and
    assigns, and for any and all persons ever claiming any interest in the
    Trust Property, to the extent permitted by applicable law, hereby waives
    and releases all rights of moratorium, reinstatement, redemption,
    valuation, appraisement, stay of execution, notice of intention to mature
    or declare due the whole of the Debt, notice of election to mature or
    declare due the whole of the Debt and all rights to a marshalling of assets
    of Grantor, including the Trust Property, or to a sale in inverse order of
    alienation in the event of foreclosure of the liens and/or security
    interest hereby created.  Grantor shall not have or assert any right under
    any statute or rule of law pertaining to the marshalling of assets, sale in
    inverse order of alienation, the exemption of homestead, the administration
    of estates of decedents, or other matters whatever to defeat, reduce or
    affect the right of Beneficiary under the terms of this Deed of Trust to a
    sale of the Trust Property for the collection of the Debt without any prior
    or different resort for collection, or the right of Beneficiary under the
    terms of this Deed of Trust to the payment of the Debt out of the proceeds
    of sale of the Trust Property in preference to every other claimant
    whatever.  Grantor waives any right or remedy which Grantor may have or be
    able to assert pursuant to Chapter 34 of the Texas Business and Commerce
    Code, or any other provision of Texas law, pertaining to the rights and
    remedies of sureties.  If any law referred to in this Section and now in
    force, of which Grantor or Grantor's heirs, devisees, representatives,
    successors or assigns or any other persons claiming any interest in the
    Trust Property might take advantage despite this Section, shall hereafter
    be repealed or cease to be in force, such law shall not thereafter be
    deemed to preclude the application of this Section.

              TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANTOR HEREBY
    WAIVES ANY RIGHT TO DETERMINATION OF FAIR MARKET VALUE AND TO AN OFFSET
    AGAINST ANY DEFICIENCY RESULTING FROM A FORECLOSURE SALE OF THE TRUST
    PROPERTY (OR ANY PORTION THEREOF) PURSUANT TO SECTION 51.002 OF THE TEXAS
    PROPERTY CODE (AS AMENDED AND IN EFFECT FROM TIME TO TIME AND/OR ANY
    SUCCESSOR STATUTE; HEREIN CALLED THE "PROPERTY CODE"), OR PURSUANT TO A
    JUDICIAL FORECLOSURE INCLUDING, WITHOUT

                                      153
<PAGE>

    LIMITATION, ANY SUCH RIGHTS THAT GRANTOR MAY OTHERWISE HAVE HAD UNDER 
    SECTION 51.003 AND/OR SECTION 51.004 OF THE PROPERTY CODE.

         (d)  With respect to that portion of the Trust Property constituting
    collateral subject to the Uniform Commercial Code of the State of Texas,
    Beneficiary may, at his option, accomplish the sale of such collateral
    jointly with the sale of the real property pursuant to the Property Code
    relating to the sale of real estate, or separately by Chapter 9 of the
    Texas Business and Commerce Code relating to the sale of collateral after
    default by the debtors (as said section and chapter now exist or may be
    hereafter amended or succeeded), or by any other present or subsequent
    articles of enactments relating to same.  In the event of a sale of
    collateral pursuant to Chapter 9 of the Texas Business and Commerce Code,
    if notice to Grantor of the intended disposition is required by law, such
    notice shall be decreed commercially reasonable if given to Grantor at
    least ten (10) calendar days prior to the date of the sale.  Nothing
    contained in this paragraph shall be construed to limit in any way
    Beneficiary's right to sell the Trust Property by private sale if any court
    of competent jurisdiction orders the same.  At any such sale:

                 (i)  whether made under the power herein contained, the
         aforesaid Section 51.002, the Texas Business and Commerce Code, any
         other legal requirement or by virtue of any judicial proceedings or
         any other legal right, remedy or recourse, it shall not be necessary
         for Beneficiary to be physically present at, or to have constructive
         possession of, the Trust Property (Grantor shall deliver to
         Beneficiary any portion of the Trust Property not actually or
         constructively possessed by Beneficiary immediately upon demand by
         Beneficiary) and the title to and right of possession of any such
         property shall pass to the purchaser thereof as completely as if the
         same had been actually present and delivered to purchaser at such
         sale;

               (ii)  each instrument of conveyance executed by Deed Trustee
         shall contain a general warranty of title, binding upon Grantor;

              (iii)  each and every recital contained in any instrument of
         conveyance made by Deed Trustee shall conclusively establish the truth
         and accuracy of the matters recited therein, including, without
         limitation, nonpayment of the Note, advertisement and conduct of such
         sale in the manner provided herein and otherwise by law and
         appointment of any successor Beneficiary hereunder;

                                      154
<PAGE>

               (iv)  any and all prerequisites to the validity thereof shall be
         conclusively presumed to have been performed;

                (v)  the receipt by Deed Trustee or such other party or officer
         making the sale of the full amount of the purchase money shall be
         sufficient to discharge the purchaser or purchasers from any further
         obligation for the payment thereof, and no such purchaser or
         purchasers, or his or their assigns or personal representatives, shall
         thereafter be obligated to see to the application of such purchase
         money or be in any way answerable for any loss, misapplication or
         nonapplication thereof;

               (vi)  to the fullest extent permitted by law, Grantor shall be
         completely and irrevocably divested of all of its right, title,
         interest, claim and demand whatsoever, either at law or in equity, in
         and to the property sold, and such sale shall be a perpetual bar both
         at law and in equity, against Grantor and against all other persons
         claiming or to claim the property sold or to any part thereof by,
         through or under Grantor; and

              (vii)  to the extent and under such circumstances as are
         permitted by law, Beneficiary may be a purchaser at any such sale.

         (e)  The Trust Property may be sold in one or more parcels and in such
    manner and order as Beneficiary may elect, it being expressly understood
    and agreed that the right of sale arising out of any Event of Default shall
    not be exhausted by any one or more sales.

         (f)  Subject to the provisions of any written agreement to the
    contrary, the purchaser at any foreclosure sale hereunder shall become the
    legal owner of the Trust Property.  All occupants (except those which have
    previously executed a prior written agreement with the purchaser) of the
    Trust Property or any part thereof shall become tenants at sufferance of
    the purchaser at the foreclosure sale and shall deliver possession thereof
    immediately to the purchaser upon demand.  It shall not be necessary for
    the purchaser at said sale to bring any action for possession of the Trust
    Property, other than the statutory action of forcible detainer in any
    justice court having jurisdiction over the Trust Property.

         (g)  This Deed of Trust shall be a security agreement between Grantor,
    as the debtor, and Beneficiary, as the secured party, cover the Trust
    Property constituting personal property or fixtures governed by the Texas
    Uniform Commercial Code (hereinafter called the "Texas Code"), and Grantor
    grants to Beneficiary a security interest in such portion of the

                                      155
<PAGE>

    Trust Property.  In addition to Beneficiary's other rights hereunder, 
    Beneficiary shall have all rights of a secured party under the Texas 
    Code.  Grantor shall execute and deliver to Beneficiary all financing 
    statements that may be required by Beneficiary to establish and maintain 
    the validity and priority of Beneficiary's security interest and Grantor 
    shall bear all costs thereof, including all Uniform Commercial Code 
    searches reasonably required by Beneficiary.  If Beneficiary should 
    dispose of any of the Trust Property pursuant to the Texas Code, ten (10) 
    days written notice by Beneficiary to Grantor shall be deemed to be 
    reasonable notice; provided, however, Beneficiary may dispose of such 
    property in accordance with the foreclosure procedures of this Deed of 
    Trust in lieu of proceeding under the Texas Code.

                                      * * * * *

                                        156

<PAGE>

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


                                       FACTORY SHOPS** [LIMITED]**
                                       LIMITED PARTNERSHIP, Grantor


Witnessed By:                          By: Prime Retail, L.P.,
                                       its managing general partner
/s/  Randall Shy
---------------------------
Print Name: Randall Shy

                                       By: Prime Retail, Inc.,
/s/  Lilian Figuerch                       its general partner
----------------------------
Print Name: Lilian Figuerch



                                       By: /s/ Steven S. Gothelf 
                                           --------------------------
                                       Name:   Steven S. Gothelf 
                                       Title:  Senior Vice President

This Instrument Prepared by:  

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

<PAGE>

STATE OF NEW YORK     :
                      :    SS.  :
COUNTY OF NEW YORK    :


     The foregoing instrument was acknowledged before me this ____ day of 
October, 1996, by Steven S. Gothelf, as Senior Vice President of Prime 
Retail, Inc., a Maryland corporation, which corporation is described in and 
which executed the foregoing instrument in its capacity as the general 
partner of Prime Retail, L.P., a Delaware limited partnership, which limited 
partnership is a general partner of Castle Rock Factory Shops Partnership; 
that the execution of the instrument by Prime Retail, Inc., as general 
partner of Prime Retail, L.P., as a general partner of Castle Rock Factory 
Shops Partnership was duly authorized according to the Articles of 
Incorporation of Prime Retail, Inc.; that Prime Retail, Inc. as general 
partner, executed the instrument on behalf of Prime Retail, L.P., as a 
general partner of Castle Rock Factory Shops Partnership pursuant to said 
authorization; and that the above-named person is personally known to me.


                                       /s/Sandra B. Todd
                                       -----------------------------------
                                       Signature of Notary Public

(Notary Seal)
                                       Sandra B. Todd
                                       -----------------------------------
                                       Print name of Notary Public

                                       I am a Notary Public of the State of
                                       New York, and my commission expires on

                                       August 23, 1997
                                       -----------------------------------

                                       Sandra R. Todd
                                       Notary Public, State of New York
                                       No.

<PAGE>

                                   EXHIBIT A

PARCEL A:

LOT 1,
BLOCK 1
CASTLE ROCK FACTORY SHOPS,
COUNTY OF DOUGLAS,
STATE OF COLORADO.


PARCEL B:

LOT 2,
BLOCK 1,
CASTLE ROCK FACTORY SHOPS,
COUNTY OF DOUGLAS,
STATE OF COLORADO.


PARCEL C:

LOT 3,
BLOCK 1,
CASTLE ROCK FACTORY SHOPS,
COUNTY OF DOUGLAS,
STATE OF COLORADO.


PARCEL D:

NONEXCLUSIVE RIGHT, LICENSE AND AGREEMENT TO USE ANY AND ALL ROADWAYS, 
ENTRANCES, EXITS, SERVICE DRIVES, SIDEWALKS AND COMMON AREAS FOR INGRESS AND 
EGRESS OF VEHICULAR AND PEDESTRIAN TRAFFIC TO AND FROM ANY AND ALL PARKING 
AREAS TOGETHER WITH A NONEXCLUSIVE RIGHT, LICENSE AND EASEMENT TO USE FOR 
AUTOMOBILE PARKING ANY AND ALL PARKING AREAS AS MORE PARTICULARLY DESCRIBED 
IN RECIPROCAL OPERATING AGREEMENT RECORDED APRIL 24, 1992 IN BOOK 1047 AT 
PAGE 601,
COUNTY OF DOUGLAS,
STATE OF COLORADO.

<PAGE>

                                                                 Castle Rock

                                   EXHIBIT B

                          Initial Sub-Account Deposits
                      Allocable to the Trust Property Etc.

1.  Initial Basic Carrying Costs Deposit:        $340,865.67

2.  Initial Engineering Deposit:                 $ 22,003.00

3.  Initial Cash Collateral Account Deposit
    equals the aggregate of the deposits set
    forth in 1 and 2 above:                      $362,868.67

4.  Initial Capital Expenditure Deposit:         $  6,154.00

5.  Closing DSC when referring to
    Aggregate Debt Service Coverage:             $      1.93

6.  Closing DSC when referring to Debt
    Service Coverage with respect to
    the Mortgaged Property:                      $       2.19

7.  Debt Service Constant:                       $      10.09

<PAGE>

                                   EXHIBIT C


                                           Property:___________________________

                                           Location:___________________________

                   Cash Flow Statement for Month of:____________  Year: _______


                                               Current        Year to
                                                Month           Date
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------


REVENUE
Net Rental Revenue
Other Revenue                                         ___________   ___________

                            Effective Gross Income

OPERATING EXPENSES
Common Area Expenses
Insurance
Taxes
Marketing
Management Fees
General & Administrative
    (non-recoverable)
Other Operating Expenses


                            Total Operating Expenses  ___________   ___________
                              Net Operating Income

                                                      ___________


                                                                    ___________


CAPITAL EXPENDITURES

                                                      ___________   ___________


                                 Net Cash Flow





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


Certified By:_____________________________
                                              Name:____________________________

                                             Title:____________________________

                                Management Company:____________________________

<PAGE>

                                      EXHIBIT D




                           Required Engineering Work

                                      None

<PAGE>

                                   EXHIBIT E


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


Gentlemen:

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

    To date, the funds deposited into the  Cash Collateral Account are not 
sufficient to fund or pay, to the extent required to be funded or paid, the 
Debt Service Payment Sub-Account, the Basic Carrying Costs Sub-Account, and 
the Capital Expenditure Reserve Sub-Account.  The amount of the deficiency 
necessary to fund the Debt Service Payment Sub-Account and the Basic Carrying 
Costs Sub-Account is ___________ Dollars ($______), and such amount must be 
deposited into the Cash Collateral Account prior to the next Payment Date or 
an Event of Default will exist under the Deed of Trust.  Additionally, the 
amount of the deficiency necessary to fund the Capital Expenditure Reserve 
Sub-Account is _______ Dollars ($______), and such amount must be deposited 
into the Cash Collateral Account within five (5) days of the date hereof or 
an Event of Default will exist under the Deed of Trust.


___________________________________.
Beneficiary


                                       _______________________________
                                       Name:

<PAGE>

                                  EXHIBIT F

                           FORM OF DIRECTION NOTICE

                           [Letterhead of Landlord]


[Name and Address of Tenant]

Re: _________________ Factory Outlet Center, Unit No.________


Dear Tenant:

    You are hereby directed to make all future payments of rent and other 
sums due to Landlord under the Lease payable as follows: 

Payable To:   [as currently being paid]

Address:      ________________________________________________

              ________________________________________________

              ________________________________________________

    Please take particular care in making the check payable only to the 
above-mentioned names because only checks made payable to the referenced 
names will be credited against sums due by you to landlord.  Until otherwise 
advised in writing by Landlord and the above mentioned bank (or its 
successor), you should continue to make your payments for rent and other sums 
as directed by the terms of this letter.

    Thank you in advance for your cooperation with this change in payment 
procedures.

                                       By:___________________________

<PAGE>

                                   EXHIBIT G

                           Potential Expansion Spaces


PROJECT
------------------------------------

GROVE CITY IV
GULFPORT IIA
INDIANA IIA
KANSAS CITY II
MAGNOLIA BLUFF IIB
OHIO IIIA
SAN MARCOS FASHION AVE
CASTLE ROCK IV
CORAL ISLE
GULFPORT IIB
INDIANA IIB
OHIO IIIB
SAN MARCOS V
FLORIDA KEYS II
HUNTLEY III
SAN MARCOS VI
GULFCOAST IV
NEBRASKA II

<PAGE>

                                   EXHIBIT H

                        Initial Allocated Loan Amounts


                                            Initial Allocated
Cross-collateralized Properties             Loan Amounts
-------------------------------------------------------------------------------

1.  Florida Keys Factory Shops              $13,700,000
    Miami, Florida

2.  Gainesville Factory Shops               $21,000,000
    Gainesville, Texas

3.  Indiana Factory Shops                   $12,500,000
    Daleville, Indiana

4.  Castle Rock Factory Shops               $31,500,000
    Castle Rock, Colorado

5.  Magnolia Bluff Factory Shops            $22,200,000
    McIntosh County, Georgia

6.  Huntley Factory Shops                   $15,600,000
    Huntley, Illinois

7.  Gulfport Factory Shops                  $17,500,000
    Harrison County, Mississippi

8.  Coral Isle Factory Shops                $ 9,500,000
    Marco Island, FL

9.  Gulf Coast Factory Shops                $25,800,000
    Ellenton, FL

10. Nebraska Factory Shops                  $10,300,000
    Gretna, NE

11. Ohio Factory Shops                      $23,250,000
    Jefferson, OH

12. San Marcos Factory Shops                $34,650,000
    San Marcos, TX

13. Triangle Factory Shops                  $ 9,500,000
    Morrisville, NC

14. Grove City Factory Shops                $36,200,000
    Springfield, PA

15. Kansas City Factory Shops               $12,800,000
    Kansas City, MO

16. Loveland Factory Shops                  $23,000,000
    Loveland, CO

17. Coeur d'Alene Factory                   $TBD
    Outlets*
    Coeur d'Alene, Idaho

18. Bend Factory Outlets*                   $TBD
    Bend, Oregon

19. Oak Creek Factory Stores*               $TBD
    Sedona, Arizona



* When and if acquired by an Affiliate of any Cross-collateralized Borrower 
  pursuant to the provisions of Section 18.34 of the Cross-collateralized 
  Mortgages.

<PAGE>
                             NOTE TO EXHIBIT 10.31A
 
                               PRIME RETAIL, INC.
 
                               December 31, 1996
 
    The form of Deed of Trust, Security Agreement, Assignment of Rents and 
Fixture Filings with Nomura Asset Capital Corporation is partial security for 
the $391,500,000 Promissory Note filed as Exhibit 10.31 herewith. The 
Promissory Note is secured by sixteen mortgages or deeds of trust which are 
identical to the form filed herewith except for the mortgagor. As a result, 
separate exhibits have not been filed herewith for such mortgages as provided 
by Item 601(a)(4)2. The sixteen mortgagors are as follows:
 
Castle Rock Factory Shops Partnership
Coral Isle Factory Shops Limited Partnership
Florida Keys Factory Shops Limited Partnership
Gainesville Factory Shops Limited Partnership
Grove City Factory Shops Partnership
Gulf Coast Factory Shops Limited Partnership
Gulfport Factory Shops Limited Partnership
Huntley Factory Shops Limited Partnership
Indianapolis Factory Shops Limited Partnership
Kansas City Factory Shops Limited Partnership
Magnolia Bluff Factory Shops Limited Partnership
Nebraska Crossing Factory Shops Limited Partnership
Ohio Factory Shops Partnership
Loveland Factory Shops Limited Partnership
San Marcos Factory Stores, Ltd.
Triangle Factory Stores Limited Partnership