AMENDED AND RESTATED PROMISSORY NOTE


Date of Note:     As of December 6, 2002

Note Amount:      $264,090,845.98

                                    RECITALS


     WHEREAS, The undersigned (collectively,  the "Borrower Parties"),  together
with Castle rock factory shops  partnership  and Loveland  Factory Shops Limited
Partnership  (collectively,  "Defeasance  Borrowers")  are the current  obligors
under that certain Promissory Note dated as of October 31, 1996 in the original,
principal  amount of  $391,500,000.00  (the "Original  Note") in favor of Nomura
Asset Capital Corporation, a Delaware corporation ("Original Lender");

     WHEREAS,  Payee (as hereinafter defined) is the current owner and holder of
the  Original  Note  pursuant  to an allonge to the  Original  Note  executed by
Original Lender in favor of Payee;

     WHEREAS,  concurrently  herewith,  the  Defeasance  Borrowers  are  selling
certain real  property and  improvements  owned by them and which secure in part
the Original  Note and the  Defeasance  Borrowers are defeasing a portion of the
indebtedness evidenced by the Original Note (the "Partial Defeasance");

     WHEREAS,  in connection with the Partial  Defeasance,  Payee,  the Borrower
Parties,  and the  Defeasance  Borrowers  have agreed to sever the Original Note
into two separate  notes,  the first being a Defeasance  Promissory Note of even
date herewith in the original  principal amount of  $74,848,811.77,  executed by
the  Defeasance  Borrowers and secured by certain  securities  (the  "Defeasance
Note"),  and the second being this Amended and  Restated  Promissory  Note (this
"Note"),   executed  by  the  undersigned  and  secured  by  the  Mortgages  (as
hereinafter defined);

     WHEREAS,  the  undersigned  intend these  recitals to be a material part of
this Note; and

     WHEREAS, the undersigned hereby wish to amend and restate the Original Note
in its entirety as follows:

     FOR VALUE  RECEIVED,  the  undersigned  having an address c/o Prime Retail,
L.P., 100 East Pratt Street,  Nineteenth  Floor,  Baltimore,  Maryland 21202, as
maker  (hereinafter  referred to as "Maker"),  jointly and severally,  do hereby
covenant and promise to pay, in  immediately  available  funds,  to the order of
LASALLE BANK NATIONAL  ASSOCIATION  (f/k/a LaSalle  National  Bank),  as Trustee
under that certain Pooling and Servicing Agreement dated as of December 17, 1996
for  the  Certificateholders  of  Asset  Securitization  Corporation  Commercial
Mortgage Pass-Through  Certificates,  Series 1996-MD VI having an address at c/o
CapMark Loan Services,  L.P., as Master  Servicer,  245 Peachtree Center Avenue,
Suite 1800, Atlanta,  Georgia (hereinafter  referred to as "Payee"),  or at such
other place as Payee may from time to time  designate in writing,  the principal
sum of Two Hundred  Sixty-Four  Million Ninety Thousand Eight Hundred Forty-Five
and 98/100 Dollars  ($264,090,845.98) or so much thereof as may be advanced (the
"Loan  Amount")  and all other  amounts  due or  becoming  due  hereunder,  with
interest  thereon  from the date  hereof at the  Interest  Rate (as  hereinafter
defined),  to be paid in lawful money of the United States of America, as herein
provided.

<PAGE>
                                   Page - (2)


     Interest,  as calculated herein,  shall be computed for any Payment Date on
the basis of a 360 day year for the actual  number of days elapsed on so much of
the Principal  Amount as is  outstanding  as of the day  preceding  such Payment
Date.

     Section 1. DEFINITIONS

     As used  herein,  the  following  terms  shall  have  the  meanings  herein
specified  unless the context  otherwise  requires.  Defined  terms in this Note
shall  include in the  singular  number the plural and in the plural  number the
singular.  All  capitalized  terms not otherwise  defined  herein shall have the
meanings ascribed to them in the Mortgages.

     "Additional  Interest Rate" shall mean the  difference  between the Revised
Interest Rate and the Interest Rate.

     "Amortization Schedule" shall have the meaning set forth in Section 2.01(b)
hereof.

     "Due Date" shall have the meaning set forth in Section 2.01(c) hereof.

     "Interest Rate" shall mean 7.782%.

     "Maturity  Date" shall have the meaning set forth in Section 2.01 (a) (iii)
hereof.

     "Maximum Amount" shall have the meaning set forth in Section 4.07 hereof.

     "Payment" shall have the meaning set forth in Section 3.01 hereof.

     "Principal Payments" shall have the meaning set forth in Section 2.01(a)(i)
hereof.

     "Principals" shall have the meaning set forth in Section 4.04 hereof.

     "Revised  Interest  Rate" shall mean the greater of (a) the  interest  Rate
plus five  hundred  (500)  basis  points and (b) an  interest  rate equal to the
Treasury  Constant  Maturity Yield Index for United states Treasury  obligations
having a maturity  of seven (7) years plus six  hundred  forty-five  (645) basis
points determined as of the Optional Prepayment Date.

     "Treasury  Constant  Maturity Yield Index" shall mean the average yield for
"This  Week"  as  reported  by the  Federal  Reserve  Board in  Federal  Reserve
Statistical Release H.15 (519).

     Section 2. INTEREST AND AMORTIZATION PAYMENTS

     Section 2.01. (a) Payments under this Note,  calculated in accordance  with
the terms hereof, shall be due and payable as follows:

<PAGE>
                                   Page - (3)


     (i)  Commencing  on the  Payment  Date  occurring  in  December,  2002  and
continuing on each Payment Date  thereafter  until the Maturity Date (as defined
below),  the principal and interest due under this Note shall be due and payable
in equal monthly  installments in the amount of $2,010,146.09 each (the "Monthly
Payment Amount").

     (ii)  Commencing  on the  Optional  Prepayment  Date,  in  addition  to the
interest described in Section 2.01(a)(i),  additional interest shall also accrue
on the  Principal.  Amount at the  Additional  Interest  Rate and on the Accrued
Interest (hereinafter defined), if any, at the Revised Interest Rate. Commencing
on the Payment Date after the Optional  Prepayment  Date,  and on each and every
Payment  Date  thereafter,  in addition  to the  payments  described  in Section
2.01(a)(i),  100% of the  amount of  Excess  Cash  Flow for the  calendar  month
preceding the calendar  month in which such Payment Date occurs shall be due and
shall be applied,  first, to the Principal Amount until reduced to zero, second,
to currently  accruing interest  described in the prior sentence of this Section
2.01(a)(ii),  and third, to the Accrued  Interest,  if any. To the extent Excess
Cash Flow is  insufficient to pay the interest  payments  described in the first
sentence of this Section  2.01(a) (ii) on any Payment Date,  such interest shall
be  deferred  and added to any  interest  previously  deferred  pursuant to this
sentence and remaining unpaid (the "Accrued Interest"). Amounts payable pursuant
to this Section  2.01(a)(ii)  shall not be included in the  determination of the
Required  Debt  Service  Payment,  nor shall  failure to pay interest or Accrued
Interest pursuant to this Section 2.01(a)(ii)  constitute a Default, an Event of
Default or give rise to interest at the Default Rate or Late Charges.

     (iii) The entire  outstanding  Principal Amount,  together with all accrued
and unpaid interest and any other charges due hereon shall be due and payable on
the Payment Date occurring in November, 2026 (the "Maturity Date").

     (b) The  calculation  of the  amount of each  regularly  scheduled  monthly
Principal   Payment  is  as  set  forth  on  Schedule  A  annexed   hereto  (the
"Amortization  Schedule"). In addition to the required payments set forth in the
Amortization  Schedule,  from and after the Optional Prepayment Date all sums in
the Curtailment  Reserve Fund  Sub-Account  shall be applied in reduction of the
Principal Amount.

     (c) To the extent Payments are or become due and payable under this Note or
any of the  other  Loan  Documents  on a day  (the  "Due  Date")  which is not a
Business  Day,  such  Payments  are and  shall be due and  payable  on the first
Business Day  immediately  following  the Due Date for such Payments and in such
event,  the  interest  which  accrues on the Loan from the Due Date to the first
Business  Day  immediately  following  the Due Date shall not be due and payable
until the next succeeding Due Date.

     (d) INTENTIONALLY DELETED.

     (e) INTENTIONALLY DELETED.

Section 2.02.     Application of Payments.
                  -----------------------

<PAGE>
                                   Page - (4)


     (a)  Each  and  every  payment  (a  "Payment")  made by  Maker  to Payee in
accordance with the terms of this Note and/or the terms of any of the other Loan
Documents, including, without limitation, all payments of interest and principal
shall be applied as follows:

     (i) Payments,  other than Unscheduled  Payments shall be applied (i) first,
to all  interest  (other  than  Default  Rate  Interest)  which shall be due and
payable  pursuant to the terms  hereof as of the date the  Payment is  received;
(ii) second,  to the payment of Principal  Amount;  and (iii) third, to all Late
Charges,  Default  Rate  interest or  premiums,  if any,  and other sums payable
hereunder or under the other Loan  Documents  (other than those sums included in
clauses (i) and (ii) of this Section  2.02(a)(i))  in such order and priority as
determined by Payee in its sole discretion.

     (ii) Unscheduled Payments, other than Payments received pursuant to Section
2.01(a)(ii),  shall  be  applied  on  the  Payment  Date  received,  and  if any
Unscheduled  Payment is received on a day other than a Payment  Date, at the end
of the Interest Accrual Period in which such  Unscheduled  Payments are received
(i) first, to the Principal  Amount until the entire  Principal  Amount has been
fully amortized, and (ii) second, the balance, if any, in the manner provided in
section 2.02(a)(i) (to the extent applicable after giving effect to any payments
previously made pursuant to this Section 2.02.

     (iii) Payments received pursuant to Section 2.01(a)(ii) shall be applied at
the times and in the manner set forth therein.

     (b) To the extent that Maker makes a Payment or Payee  receives any Payment
or proceeds for Maker's benefit which are subsequently invalidated,  declared to
be fraudulent or preferential,  set aside or required to be repaid to a trustee,
debtor  in  possession,  receiver,  custodian  or  any  other  party  under  any
bankruptcy  law,  common law or  equitable  cause,  then,  to such  extent,  the
obligators  of Maker  hereunder  intended  to be  satisfied  by such  Payment or
proceeds  shall be revived and  continue as if such  Payment or proceeds had not
been received by Payee.

     Section  2.03.  Default  Rate.  Time is of the essence  with respect to the
times set  forth  herein  for the  repayment  of the  Principal  Amount  and the
interest  thereon.  Should any  amounts  due  hereunder  or under any other Loan
Document  not be paid in full on the date when the same shall be due and payable
(whether by acceleration,  prepayment permitted hereunder or otherwise), then in
such event,  the rate of interest to be paid on the entire  Principal  Amount of
this Note and all such other  amounts shall be increased to the Default Rate and
shall be computed from the Due Date through and including the date, if any, upon
which  such  Default  is fully  cured.  The  foregoing  provisions  shall not be
construed  as a waiver  by  Payee of its  right to  pursue  any  other  remedies
available to it under the Mortgages or any other Loan Document,  nor shall it be
construed to limit in any way the application of the Default Rate.

     Section  2.04.  Voluntary  Prepayments  and  Defeasements.  Maker  shall be
permitted  to prepay or defease  the  Principal  Amount of this Loan only on the
terms and conditions and to the extent  provided in Article XV of the Mortgages.
All such  prepayments  and  defeasements  shall be  applied in  accordance  with
Section 2.02(a)(ii) hereof.

<PAGE>
                                   Page - (5)


Section 3.        DEFAULTS

     Section 3.01.  Defaults.  This Note is secured,  inter alia, by (i) certain
mortgages,  deeds of  trust  and  deeds to  secure  debt,  security  agreements,
assignments  of  rents  and  fixture  filings  (each  herein  referred  to  as a
"Mortgage" and collectively as the "Mortgages")  covering property, of Maker, as
more particularly  described in each Mortgage,  and (ii) certain  assignments of
leases and rents and security  deposits of even date herewith made by Maker. All
terms,  covenants,  conditions and agreements of the Loan  Documents,  including
without  limitation,  the  mortgages,  and the due on sale  provision  contained
within the Mortgages,  hereby  constitute  part of this Note, as if the same had
been fully set forth  herein.  Each Event of Default  under the Mortgages or any
one or more of the other Loan Documents shall be an Event of Default hereunder.

     Section 3.02.  Remedies.  Upon the  occurrence of an Event of Defualt,  the
entire  Principal  Amount,  accrued  interest and all other sums due and payable
hereunder,  under the Morgages or other Loan Documents shall become  immediately
due and payable at the option of Payee and  immediately,  and without  notice to
Maker,  interest on the  Principal  Amount shall accrue at the Default  Rate. In
addtion,  if,  prior  to  the  Optional  Prepayment  Date,  the  Loan  has  been
accelerated based on an Event of Defualt, there shall also be due and payable to
Payee on the accelerated maturity date an amount equal to the excess, if any, of
(a) the amount of a Defeasance  Deposit for the purchase of Federal  Obligations
necessary to meet the Scheduled  Defeasance  Payments described in clause (a) of
the definition of "Scheduled Defeasance Payments" over (b) the Principal Amount.
Failure to exercise  this option  shall not  constitute a waiver of the right to
exercise  the same in the event of any  subsequent  Default or to  exercise  any
other remedy available to Payee relating to such Default.  If there is more than
one Maker of this Note,  subject to the  provisions of Section 4.04 hereof,  the
undersigned Persons shall each be jointly and severally liable to pay the entire
Loan Amount and all other sums  becoming  due  hereunder or under the other Loan
Documents.


     Section 4. MISCELLANEOUS

     Section 4.01.  Waivers.  (a) Maker  acknowledges that the Loan evidenced by
this Note is a commercial  transaction  and, to the fullest extent  permitted by
Legal Requirements,  as to this Note, the Mortgages and any other Loan Documents
securing this Note, Maker hereby waives all applicable exemption rights, whether
under the  constitution  of the State of New York or  otherwise  and also waives
valuation and appraisement,  presentment, protest and demand, notice of protest,
demand-and  dishonor and  nonpayment  of this Note and,  except as  specifically
provided herein or in the other Loan Documents,  all other notices or demands to
the  fullest  extent  permitted  pursuant  to  Legal  Requirements,  and  hereby
expressly  agrees that the  maturity of this Note or payment  hereunder,  may be
extended  from time to time without in any way  affecting the liability of Maker
or of any guarantor of this Note. No notice to, or demand on Maker shall entitle
Maker to any other or future  notice  or  demand in the same,  similar  or other
circumstances.  Maker  further  consents to the release of any person liable for
this obligation without affecting the liability of any other party hereto or any
guarantor  hereof.  The remedies of Payee provided herein,  in the Mortgages and
the other Loan  Documents,  are  cumulative and  concurrent,  and may be pursued
singly,  successively,  or together, at the sole discretion of Payee, and may be
exercised as often as the occasion  therefor shall occur.  Any delay on the part
of Payee in exercising any right  hereunder shall not operate as a waiver of any
right,  and any waiver granted for one occasion shall not operate as a waiver in
the event of a subsequent Default.

<PAGE>
                                   Page - (6)


     (b)  This  Note  cannot  be  modified,  terminated,  extended,  amended  or
discharged  orally. No requirement  hereof may be waived at any time except by a
writing  signed by Payee,  nor shall any waiver be  operative  upon other than a
single  occasion.  All rights and remedies  herein  specified are intended to be
cumulative and not in substitution for any right or remedy otherwise  available.
In any action or  proceeding  to recover  any sum herein  provided  for,  to the
extent  permitted by applicable  Legal  Requirements,  no defense of adequacy of
security,  or that  resort  must  first  be had to any  other  Person,  shall be
asserted. All references herein to Maker and to Payee shall be deemed to include
its successors and assigns.

     Section 4.02.  Taxes.  Maker agrees that if, at any time, the United States
of America, or any State or Commonwealth  thereof or any subdivision of any such
State,  shall require  revenue or other stamps to be affixed to this Note or the
Mortgages,  or impose any other tax or  charges on the same,  Maker will pay the
same, with interest and penalties thereon, if any.

     Section 4.03.  Invalidity.  Wherever possible,  each provision of this Note
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of this Note is held to be  invalid  or
unenforceable  by a court of competent  jurisdiction,  such  provision  shall be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating  the  remainder  of such  provisions  of this  Note,  and the other
provisions  of this Note  shall  remain in full  force and  effect  and shall be
liberally  construed in favor of Payee in order to effect the provisions of this
Note.

     Section 4.04.  Exculpation.  Notwithstanding any provision herein or in any
of the other Loan Documents to the contrary, except as set forth in this Section
4.04,  Payee shall not enforce the liability and  obligation of Maker to perform
and observe the  obligations  contained in this Note, the Mortgages or the other
Loan  Documents by an action or  proceeding  wherein a money  judgment  shall be
sought  against  Maker or any  judgment  shall be sought  against any  director,
officer, employee, partner or stockholder of Maker, or its general partners (all
of the foregoing,  collectively,  "Principals").  Payee, by accepting this Note,
the  Mortgages and the other Loan  Documents,  agrees that it shall not sue for,
seek or demand any deficiency judgment against Maker or any judgment,  including
a judgment for specific  performance,  against its Principals or any one or more
of them in any such action or  proceeding,  under or by reason of or under or in
connection  with this Note, the Mortgages or the other Loan Documents  except to
the extent  necessary or appropriate to proceed  against or execute or foreclose
on any or all of the collateral  granted to Payee under the Loan Documents.  The
provisions of this Section 4.04 shall not,  however,  (a) impair the validity of
the indebtedness  evidenced by this Note or in any way affect or impair the lien
of the  Mortgages or any of the other Loan  Documents,  or the right of Payee to
foreclose the Mortgages or otherwise  realize upon any collateral  securing this
Note following an Event of Default;  (b) impair the right of Payee to name Maker
or any other  Person as a party  defendant  in any  action or suit for  judicial
foreclosure and sale or otherwise under the Mortgages to the extent necessary to
realize upon any collateral securing this Note; (c) impair the right of Payee to
obtain  the  appointment  of a  receiver;  (d)  impair  the  enforcement  of the
Assignments;  (e) impair the right of Payee to bring  suit with  respect  to, or
Maker's personal liability for, fraud or intentional  misrepresentation by Maker
or any other Person in  connection  with this Note,  the  Mortgages or any other

<PAGE>
                                   Page - (7)


Loan  Document;  (f) impair the right of Payee to bring suit with respect to, or
Maker's  personal  liability for,  Maker's  misappropriation  of tenant security
deposits or Rents; (g) impair the right of Payee to obtain,  or Maker's personal
liability for Maker's  misapplication or  misappropriation of insurance proceeds
or condemnation awards due to Payee under the Mortgages; (h) impair the right of
Payee to enforce,  or Maker's personal  liability for, the provisions of Section
16.01 or Section 16.02 of the Mortgages  whether before or after payment in full
of the Principal Amount; (i) prevent or in any way hinder Payee from exercising,
or constitute a defense,  or  counterclaim or or-her basis for relief in respect
of the exercise of, any other remedy against the collateral securing the Note as
provided in the Loan  Documents or as  prescribed by law or in equity in case of
Defaults; (j) prevent or in any way hinder Payee from exercising,  or constitute
a defense, a counterclaim,  or other basis for relief in respect of the exercise
of its  remedies  in  respect of any  judgments  or other sums due from Maker to
Payee  other  than under the Loan  Documents;  (k) impair the aright of Payee to
bring  suit  with  respect  to,  or  Maker's  personal  liability  for,  Maker's
misappropriation,  during  the  continuance  of an  Event of  Default,  from any
Cross-collateralized  Property of any items of personalty or any fixtures or any
other misappropriation with respect to any Cross-collateralized  Property during
the continuance of an Event of Default or (1) impair the right of Payee to bring
suit with respect to, or Maker's  personal  liability  for,  losses,  damages or
liabilities  suffered by Payee  arising from any acts or omissions by Maker that
resulted in waste, provided,  however, that waste shall not be deemed to include
the  non-payment of impositions,  mechanics  liens,  materialmen's  liens or any
other liens arising from work performed on, or materials delivered to, the Cross
collateralized Properties.

     Section 4.05.  Governing Law. (a) This Note was negotiated in New York, and
delivered  by Maker and  accepted  by Payee in the  State of New  York,  and the
proceeds of this Note were disbursed from New York, which State Maker agrees has
a substantial  relationship to Payee and maker and to the  transaction  embodied
hereby,  in all  respects,  including,  without  limiting the  generality of the
foregoing,  matters of construction,  validity,  enforceability and performance.
This Note and the  obligations  arising  hereunder  shall be  governed  by,  and
construed in accordance  with,  the laws of the state of New York  applicable to
contracts made and performed in such State  (without  regard to the conflicts of
law rules  thereof)  and any  applicable  law of the United  States of  America,
except  that at all times  the  provisions  for the  creation,  perfection,  and
enforcement  of  the  liens  and  security  interests  created  pursuant  to the
Mortgages  and  pursuant  to the other Loan  Documents  shall be governed by and
construed   according  to  the  law  of  the  State  in  which  the   applicable
Cross-collateralized  Property is located,  and that the Uniform Commercial Code
(or decisional law) of a jurisdiction other than New York may provide the method
of perfection,  the effect of perfection and non-perfection,  or the priority of
liens and  security  interests  in personal  property,  created  pursuant to the
Mortgages and pursuant to the other Loan Documents, it being understood that, to
the fullest extent  permitted by law of such state,  the law of the State of New
York shall govern the validity and the enforceability of all Loan Documents, and
the obligations arising hereunder or thereunder. To the fullest extent permitted
by law, Maker hereby  unconditionally and irrevocably waives any claim to assert
that the law of any other jurisdiction  governs this Note and this Note shall be
governed by and construed in  accordance  with the laws of the State of New York
pursuant to ss. 5-1401 of the New York General Obligations Law.

<PAGE>
                                   Page - (8)


     (b) Any legal suit, action or proceeding against Maker or Payee arising out
of or relating to this Note shall be instituted in any federal or state court in
New York, New York,  pursuant to 5-1402 of the New York General Obligations Law,
and Maker waives any objection  which it may now or hereafter have to the laying
of venue of any such suit, action car proceeding,  and Maker hereby  irrevocably
submits to the jurisdiction of any such court in any suit, action or proceeding.
Maker does hereby designate and appoint C.T.  Corporation,  having an address at
1633 Broadway,  New York, New York 10019, as its authorized  agent to accept and
acknowledge  on its behalf service of any and all process which may be served in
any such suit,  action or  proceeding in any federal or state court in New York,
New York, and agrees that service of process upon said agent at said address and
written  notice of said  service of Maker  mailed or  delivered  to Maker in the
manner  provided in the  Mortgages,  shall be deemed in every respect  effective
service of process upon Maker,  in any such suit,  action or  proceeding  in the
State of New  York.  Maker  (i)  shall  give  prompt  notice to the payee of any
changed address of its authorized agent hereunder, (ii) may at any time and from
time to time designate a substitute authorized agent with an office in New York,
New York  (which  office  shall be  designated  as the  address  for  service of
process), and (iii) shall promptly designate such a substitute it its authorized
agent  ceases to have an office in New York,  New York or is  dissolved  without
leaving a successor.

     Section 4.06. [Intentionally Omitted]

     Section  4.07.  Maximum  Amount.  It is the intention of Maker and Payee to
conform strictly to the usury and similar laws relating to interest from time to
time in force, and all agreements between Maker and Payee,  whether now existing
or hereafter  arising and whether oral or written,  are hereby expressly limited
so that in no  contingency  or event  whatsoever,  whether  by  acceleration  of
maturity hereof or otherwise,  shall the amount paid-or agreed to be paid in the
aggregate  to payee as  interest  hereunder  or finder the other Loan  Documents
exceed the maximum  permissible  under  applicable usury or such other laws (the
"Maximum Amount").  In the event, for any reason  whatsoever,  any payment by or
act of Maker pursuant to the terms hereof or pursuant to any requirements of any
provision  hereof or of the other  Loan  Documents  shall  result in  payment of
interest which would exceed the Maximum  Amount,  then ipso facto the obligation
of Maker to pay interest or perform such act or requirement  shall be reduced to
the limit  authorized under such Legal  Requirements,  so that in no event shall
Maker be  obligated  to pay any  interest,  perform  any act, or be bound by any
requirement  which would  result in payment of interest in excess of a sum which
is lawfully collectible, and all sums in excess of those lawfully collectible as
interest  shall,  without  further  agreement or notice  between or by any party
hereto, be deemed applied upon principal immediately upon receipt of such moneys
by payee,  with the same  force and  effect  as  though  Maker had  specifically
designated such sums to be applied to principal prepayment.  Notwithstanding any
provision herein to the contrary,  however,  no such application shall give rise
to an obligation  on the part of Maker to pay any  prepayment  premium,  if any,
payable  pursuant to the Loan Documents.  The provisions of this paragraph shall
control every other provision of this Note

     Section  4.08.  Costs of  Collection.  Maker  agrees  to pay all  costs and
expenses of collection  incurred by Payee,  in addition to principal,  interest,
and  premiums,  if  any,  and  Late  Charges,  including,   without  limitation,
reasonable attorneys, fees and disbursements, all costs and expenses incurred in
connection with the pursuit by Payee of any of its rights or remedies hereunder,
under the Mortgages or any of the other Loan  Documents or the  protection of or
realization  of  collateral or in connection  with Payee's  collection  efforts,
whether or not suit on this  Note,  on any of the other  Loan  Documents  or any
foreclosure  proceeding  is  filed,  and all such  costs and  expenses  shall be
payable on demand with interest thereon to be calculated at the Default Rate and
shall be secured by the Mortgages  and all other  collateral at any time held by
Payee as security for Maker's obligations to Payee.

<PAGE>
                                   Page - (9)


     Section 4.09.  Waiver of Jury Trial.  Maker,  to the fullest  extent it may
lawfully  do so,  waives  any right it may have to trial by jury in any  action,
including, without limitation, any tort action, to interpose any counterclaim in
any  action  (other  than a  compulsory  counterclaim),  and to  have  the  same
consolidated  with any other or separate  action  brought on or with  respect to
this Note, the Mortgages or any other Loan Document.

     Section  4.10.  Headings.  The section  headings in this Note are  included
herein for convenience of reference only and shall not constitute  apart of this
Note for any other purpose.

     Section 4.11. Participation. Payee shall have the right to assign this Note
in whole, but not in part, the Mortgages and/or any of the other Loan Documents,
and to transfer,  assign or sell participation and subparticipations  (including
blind or undisclosed  participation and  subparticipations) in the Mortgages and
the other Loan Documents and the obligations hereunder to any Person;  provided,
however,  that no  participation  shall increase,  decrease or otherwise  affect
either Maker's or Payee's  obligations  hereunder,  under the Mortgages or under
any of the other Loan Documents.

     Section 4.12.  Amended and Restated Note. This Note amends and restates the
Original  Note in its entirety,  upon which all  applicable  mortgage  taxes and
documentary taxes have been paid and affixed to the applicable Mortgages. To the
extent there are any  conflicts  between the terms of the Original Note and this
Note, the terms of this Note shall control. Notwithstanding the foregoing, Maker
and the Defeasance Borrowers hereby acknowledge and agree that, as between Payee
and the  Defeasance  Borrowers,  the  provisions of Section 4.04 of the Original
Note shall be deemed to survive with respect to the  Defeasance  Borrowers  with
respect to matters  arising  prior to the date hereof (the  "Surviving  Recourse
Liability  Provisions"),  as though such provisions were fully set forth herein.
The  Defeasance  Borrowers  hereby  join into this Note for the sole  purpose of
acknowledging  their liability,  on a joint and several basis, for the Surviving
Recourse Liability Provisions.

                                     * * * *

<PAGE>
                                  Page - (10)


     IN WITNESS WHEREOF,  this Note has been duly executed by Maker, the day and
year first above written.


Witness:                                       CORAL ISLE FACTORY SHOPS LIMITED
                                               PARTNERSHIP
                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation,  its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________


Witness:                                       GULF COAST FACTORY SHOPS LIMITED
                                               PARTNERSHIP
                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner


                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

Witness:                                       KANSAS CITY FACTORY SHOPS LIMITED
                                               PARTNERSHIP
                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner


                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

<PAGE>
                                  Page - (11)


Witness:                                       OHIO FACTORY SHOPS PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation,
                                                     its general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

Witness:                                       SAN MARCOS FACTORY STORES, LTD.

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________


                                               TRIANGLE FACTORY STORES LIMITED
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
                                                     Delaware limited
                                                     partnership, its managing
                                                     general partner
--------------------------------------------
ATTEST:
                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation,
                                                     its general partner
By:
     -----------------------------------
     Name:
     Title:  Secretary                         By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

<PAGE>
                                  Page - (12)


Witness:                                       GAINESVILLE FACTORY SHOPS LIMITED
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________


Witness:                                       FLORIDA KEYS FACTORY SHOPS
                                               LIMITED PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________


Witness:                                       THE PRIME OUTLETS AT LEBANON
                                               LIMITED PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland  corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

<PAGE>
                                  Page - (13)


Witness:                                       MAGNOLIA BLUFF FACTORY SHOPS
                                               LIMITED PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland  corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________


Witness:                                       HUNTLEY FACTORY SHOPS LIMITED
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

Witness:                                       GULFPORT FACTORY SHOPS LIMITED
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail,  Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

<PAGE>
                                  Page - (14)


Witness:                                       GROVE CITY FACTORY SHOPS
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________

Witness:                                       DEFEASANCE BORROWERS, SOLELY FOR
                                               PURPOSES JOINING INTO SECTION
--------------------------------------------   4.12 OF THIS NOTE:

                                               CASTLE ROCK FACTORY SHOPS
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
                                                     Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________


Witness:                                       LOVELAND FACTORY SHOPS LIMITED
                                               PARTNERSHIP

                                               By:   Prime Retail, L.P., a
--------------------------------------------         Delaware limited
                                                     partnership, its managing
                                                     general partner

                                               By:   Prime Retail, Inc., a
                                                     Maryland  corporation, its
                                                     general partner

                                               By:  ________________________
                                               Name:  ______________________
                                               Title:    ______________________