<PAGE>

                    OPEN-END MORTGAGE AND SECURITY AGREEMENT
                    ----------------------------------------
                     (THIS MORTGAGE SECURES FUTURE ADVANCES)


         THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT (the "Mortgage") is made
this ____ day of _____________, 2003, to be delivered on ____________, 2003,
between HALIFAX PLAZA ASSOCIATES, L.P., a Delaware limited partnership
("Mortgagor"), with an office in care of Cedar Bay Realty Advisors, Inc., 44
South Bayles Avenue, Suite 304, Port Washington, New York 11050, and CITIZENS
BANK OF PENNSYLVANIA, a Pennsylvania state chartered savings bank ("Mortgagee"),
with an office at 2001 Market Street, 6th Floor, Philadelphia, Pennsylvania
19103-7053.

                                   Background

         Mortgagor is indebted to Mortgagee in the principal amount of up to
Four Million Two Hundred Sixty Five Thousand Dollars ($4,265,000) (the "Loan"),
advanced or to be advanced in accordance with a Loan Agreement dated this date
between Mortgagor and Mortgagee (as the same may be amended, modified or
supplemented from time to time, the "Loan Agreement"), as evidenced by, and to
be repaid with interest thereon in accordance with, a Promissory Note (as the
same may be extended, renewed, refinanced, refunded, amended, modified or
supplemented from time to time, and any replacement or successor note, the
"Note") dated this date executed by Mortgagor and made payable to the order of
Mortgagee in the stated principal amount of Four Million Two Hundred Sixty Five
Thousand Dollars ($4,265,000).

         The payment of all of the sums due under the Note, this Mortgage and
the other Loan Documents (including, without limitation, all Obligations) and
the performance of all of the agreements, conditions, covenants, provisions, and
stipulations therein are referred to collectively herein as the "Obligations
Secured".

                                      Grant

         In consideration of the indebtedness, and as security for the payment
and performance of the Obligations Secured, including but not limited to a
maximum principal indebtedness outstanding at any time of Four Million Two
Hundred Sixty Five Thousand Dollars ($4,265,000) plus accrued and unpaid
interest thereon and the unpaid balances of advances made by Mortgagee for the
payment of taxes, assessments, maintenance charges and insurance premiums with
respect to the Mortgaged Property (as hereinafter defined), expenses incurred by
Mortgagee for the protection of the Mortgaged Property or the lien of this
Mortgage and expenses incurred by Mortgagee by reason of default by Mortgagor
and any advances made by Mortgagee to enable completion of the Improvements,
Mortgagor has granted, conveyed, bargained, sold, aliened, enfeoffed, released,
confirmed, mortgaged, warranted, and created a security interest in and by these
presents does hereby grant, convey, bargain, sell, alien, enfeoff, release,
confirm, mortgage and warrant unto Mortgagee, and create a security interest in
favor of Mortgagee, in and to Mortgagor's fee simple interest in that certain
real estate known as Halifax Plaza located at 3761-3777 Peter's Mountain Road in
Halifax Township, Dauphin County, Pennsylvania, as more particularly described
in Exhibit "A" attached hereto and made a part hereof (the "Premises"),

         TOGETHER WITH all of Mortgagor's right, title and interest now owned or
hereafter acquired in and to:

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               (a) Any and all improvements now or hereafter located on the
Premises, including buildings containing a total of approximately 54,150
leasable square feet ("Buildings") and related improvements (all such
improvements, collectively, the "Improvements").

               (b) Any and all buildings, streets, alleys, passages, ways,
waters, watercourses, rights, liberties, privileges, improvements, hereditaments
and appurtenances mortgaged, or in any way appertaining thereto, and all
easements and covenants now existing or hereafter created for the benefit of
Mortgagor or any subsequent owner or tenant of the Premises and all rights to
enforce the maintenance thereof, and all other rights, liberties and privileges
of whatsoever kind or character, and the reversions and remainders, income,
rents, issues and profits arising therefrom, and all the estate, right, title,
interest, property, possession, claim and demand whatsoever, at law or in
equity, of Mortgagor in and to the Premises or any part thereof.

               (c) All fixtures, appliances, machinery, furniture and equipment
of any nature whatsoever, and other articles of personal property, owned by
Mortgagor, now or at any time hereafter installed in, attached to or situated in
or upon the Premises or any buildings and improvements now or hereafter erected
thereon, or used or intended to be used in connection with the Premises, or in
the operation of any buildings and improvements now or hereafter erected
thereon, or in the operation or maintenance of any such building or improvement,
plant or business situate thereon, whether or not the personal property is or
shall be affixed thereto (including, but not limited to, chests, chairs, desks,
lamps mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains,
shades, venetian blinds, screens, paintings, hangings, pictures, divans,
couches, sofas, keys or any entry systems, bars, bar fixtures, liquor and other
drink dispensers, icemakers, radios, television sets, intercom and paging
equipment, electric and electronic equipment, dictating equipment, private
telephone systems, medical equipment, potted plants, fitness center equipment,
heating, lighting and plumbing fixtures, fire prevention and extinguishing
apparatus, heating, cooling and air-conditioning systems, elevators, escalator,
fittings, plants, apparatus, stoves, ranges, refrigerators, machinery, engines,
dynamos, motors, boilers, incinerators, switchboards, conduits, compressors,
vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call
systems, brackets, electrical signs, bulbs, bells, conveyors, cabinets, lockers,
shelving equipment, and all fixtures and appurtenances thereto, and such other
goods and chattels and personal property owned by Mortgagor as are now or
hereafter used or furnished in operating the buildings and improvements, or the
activities conducted therein, and all building materials and equipment hereafter
situated on or about the Premises or buildings and improvements now or hereafter
located thereon, and all warranties and guaranties relating thereto), and all
renewals or replacements thereof or articles in substitution therefor, whether
or not the same are or shall be attached to said building or buildings in any
manner; excluding any improvements, materials, movable fixtures and personal
property affixed to or within the Premises which are owned by tenants of space
under occupancy leases and their respective assignees and/or sublessees, unless
such improvements, buildings and materials become Mortgagor's property as a
result of a termination of such occupancy lease, in which event the aforesaid
shall be subject to the lien hereof.

               (d) All awards and other compensation heretofore and hereafter to
be made to Mortgagor for any taking by eminent domain, either permanent or
temporary, of all or any part of the Premises and any buildings and improvements
now or hereafter located thereon or any easement or appurtenance thereof,
including severance and consequential damage and change in grade of streets.


                                      -2-
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               (e) All revenues, rents, issues, profits, royalties, income,
reversions and remainders derived from or in connection with the Premises or any
buildings and improvements now or hereafter erected thereon.

               (f) All payments, proceeds, settlements or other compensation
heretofore or hereafter made, including any interest thereon, and the right to
receive the same, from any and all insurance policies covering the Premises or
any buildings or improvements now or hereafter erected thereon, or any portion
thereof.

               (g) All of the right, title and interest of Mortgagor in and to
all leases or subleases now existing or hereafter arising covering all or any
portion of the Premises or any buildings or improvements now or hereafter
erected thereon, and all right, title and interest of Mortgagor thereunder,
including, without limitation, all cash or security deposits, advance rentals,
and deposits or payments of similar nature, and all rents, royalties, issues,
profits, bonus money, revenue, income, rights and other benefits, all
receivables, customer obligations, installment payment obligations and other
obligations now existing or hereafter arising or created out of the sale, lease,
sublease, licenses, concession or other grant of the right of the use and
occupancy of property or rendering of services by Mortgagor or any operator or
manager of any commercial space located in the buildings and improvements or
acquired from others, and proceeds, if any, from business interruption or other
loss of income insurance of the Premises or the buildings and improvements now
or thereafter located thereon, now or hereafter arising from the use or
enjoyment of all or any portion thereof or from any present or future lease or
other agreement pertaining thereto or arising from any of the leases.

               (h) All trade names, including, without limitation, "Halifax
Plaza".

               (i) All of the right, title and interest of Mortgagor in and to
any Hedging Contracts.

         All of the above-mentioned Premises, buildings, improvements, fixtures,
machinery, equipment, tenements, hereditaments and appurtenances, and other
property interests are collectively referred to herein as the "Mortgaged
Property".

         TO HAVE AND TO HOLD the Mortgaged Property hereby granted or mentioned
or intended, as hereinabove provided, so to be unto Mortgagee, its successors
and assigns, to its or their own use forever.

         PROVIDED ALWAYS that if Mortgagor shall promptly pay and perform all of
the Obligations Secured, then the estate hereby granted shall cease, terminate
and become void, and Mortgagee shall execute and deliver to Mortgagor
instruments of release or satisfaction in form and substance sufficient to
record in the public land records to release or satisfy all such liens of
record, but otherwise shall remain in full force and effect.

         THIS IS AN OPEN-END MORTGAGE AND SECURITY AGREEMENT and secures, inter
alia, present and any future advances made by Mortgagee pursuant to the Loan
Documents. The priority of any such future advances shall relate back to the
date of this Mortgage, or to such later date as required by applicable law. This
Mortgage also secures advances made by Mortgagee with respect to the Mortgaged
Property for the payment of taxes, assessments, maintenance charges, and
insurance premiums, costs incurred by Mortgagee for the protection of the
Mortgaged Property or the lien of this Mortgage, and expenses incurred by

                                      -3-

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Mortgagee by reason of the occurrence of an Event of Default and the priority of
such advances, costs and expenses shall also relate back to the date of this
Mortgage, or to such later date as required by applicable law.

                                   ARTICLE I
                                  DEFINITIONS

         Capitalized terms used herein without definition shall have the same
meanings ascribed to those terms in the Loan Agreement.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

         Mortgagor represents and warrants to Mortgagee that:

         2.1. Warranty of Title. (a) Mortgagor owns and possesses good and
marketable fee simple title to the Premises and Improvements, subject to no
lien, charge or encumbrance other than those reflected as title exceptions not
removed from the marked-up Commitment for Title Insurance, File No. D359771CP,
issued by Commonwealth Land Title Insurance Company to Mortgagee insuring the
lien of this Mortgage; (b) Mortgagor owns and possesses outright ownership in
the balance of the Mortgaged Property, subject to no lien, charge or encumbrance
except for the lien on and security interest therein granted by Mortgagor to
Mortgagee pursuant to this Mortgage; (c) this Mortgage is a valid and
enforceable first lien on the Mortgaged Property subject only to the aforesaid
title objections; (d) Mortgagee shall, subject to Mortgagor's right of
possession prior to default and the aforesaid title objections, including the
rights of tenants, quietly enjoy and possess the Mortgaged Property, and
Mortgagor shall preserve such title and the validity and priority of the lien
hereof and shall forever warrant and defend the same to Mortgagee against all
claims and demands of all persons and parties whomsoever.

         2.2. Organization. Mortgagor is a duly organized and validly existing
Delaware limited partnership and is subsisting in the Commonwealth of
Pennsylvania.

         2.3. Power and Authority. Mortgagor has the requisite power and
authority to execute all documents evidencing and securing the Obligations
Secured and to perform its obligations hereunder. All such action has been duly
and validly authorized by all necessary partnership action on its part.

         2.4. Legality of Transaction. The transactions contemplated in the
documents evidencing and securing the Obligations Secured are and will be in all
respects legal; provided, however, that no representation is given as to banking
laws applicable to Mortgagee.

         2.5. Absence of Conflicts. The execution and delivery of, and the
carrying out of the transactions contemplated herein, and the performance and
observance of the terms, covenants, agreements and provisions of the Obligations
Secured by Mortgagor will not result in a breach of the terms or provisions of
any existing law or existing rule, regulation or order of any court or
governmental body or of any agreements of any nature applicable to Mortgagor or
by which Mortgagor is bound.

         2.6. Enforceability. The Mortgage and the Obligations Secured
constitute the valid and legally binding obligations of Mortgagor and are fully
enforceable against Mortgagor in accordance with their respective terms except


                                      -4-

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as the enforceability thereof maybe limited by bankruptcy, insolvency or other
similar Laws of general application affecting the enforcement of creditor's
rights.

         2.7. Accuracy of Information. All information, reports, papers and data
given to Mortgagee by Mortgagor with respect to any of the Mortgaged Property or
Mortgagor are accurate in all material respects, and there has been no material
adverse change in any condition or fact stated therein.

         2.8. Damage by Casualty; Condemnation. None of the Mortgaged Property
has been damaged by fire or other casualty which is not now fully restored. No
notice of taking by eminent domain or condemnation of any of the Mortgaged
Property has been received, and Mortgagor has no knowledge that any such
proceeding is contemplated.

         2.9. Foreign Person. Mortgagor is not a "foreign person" within the
meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended,
and the regulations of the United States Treasury Department adopted in
connection therewith, including temporary regulations.

         2.10. Hazardous Materials.

               (a) Except as specifically disclosed in the Environmental Report,
(i) the Premises is not now and has never been used to generate, manufacture,
refine, transport, treat, store, handle, dispose, transfer, produce, process or
in any manner deal with Hazardous Materials other than Permitted Substances,
(ii) no Hazardous Materials other than Permitted Substances have ever been
installed, placed, or in any manner dealt with on the Premises, (iii) no owner
of the Premises or any tenant, subtenant, occupant, prior tenant, prior
subtenant, prior occupant or person (collectively, "Occupant") has received any
material notice or advice from any governmental agency or any Occupant with
regard to Hazardous Materials on, from or affecting the Premises, and (iv) all
Permitted Substances used or located on the Premises have at all times been
handled, used, stored, treated, shipped and disposed of in compliance with all
applicable laws.

               (b) The term "Hazardous Materials" as used in this Mortgage shall
include, without limitation, gasoline, petroleum products, explosives,
radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic
substances, polychlorinated biphenyls or related or similar materials, asbestos
or any material containing asbestos, or any other substance or material as may
be defined as a hazardous or toxic substance by any Federal, state or local
environmental law, ordinance, rule, or regulation including, without limitation,
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C., Sections 9601 et seq.), the Hazardous Materials
Transportation Act, as amended (49 U.S.C., Sections 1801 et seq.), the Resource
Conservation and Recovery Act of 1976, as amended (42 U.S.C.. Sections 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C.. Sections 1251 et
seq.), the Clean Air Act (42 U.S.C., Sections 7401 et seq.), the Clean Streams
Law (Pa. Stat. Ann. tit. 35. Sections 691.1 et seq.), the Solid Waste Management
Act (Pa. Stat. Ann. tit. 35, Section 6018.101 et seq.), the Hazardous Sites
Clean-up Act, Pa. Stat. Ann. tit. 35, Section 6020.101 et seq., and in the
regulations adopted and publications promulgated pursuant thereto.


                                      -5-
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               (c) The term "Permitted Substances" as used in this Mortgage
means Hazardous Materials of the types and in the quantities customarily used in
the maintenance and operation of commercial buildings similar to the Mortgaged
Property, so long as such Hazardous Materials are stored, used and disposed of
in accordance with all applicable laws.

               (d) The term "Environmental Report" as used in this Mortgage
means the Phase I Environmental Site Assessment dated August 22, 2002 prepared
by Eckland Consultants, Inc.

         2.11. Leases. The Mortgaged Property is subject to the leases listed
and described on Exhibit B attached to the Loan Agreement ("Existing Leases")
and the Mortgaged Property is not subject to any other leases, occupancy rights
or similar arrangements. Except as may be set forth in said Exhibit B, to the
best of Mortgager's knowledge after diligent inquiry, none of the Existing
Leases has been amended, modified or supplemented in any respect or terminated
or canceled. The Existing Leases represent the entire agreements between
Mortgagor and the respective applicable tenants ("Existing Tenants") with
respect to the lease of the portions of the Mortgaged Property covered thereby.
Each of the Existing Leases is in full force and effect. To the best of
Mortgager's knowledge after diligent inquiry, Mortgagor knows of no material
defaults under Existing Leases in the aggregate which, in the judgment of
Mortgagee, would have a material adverse effect on the financial condition of
Mortgagor or the Mortgaged Property. To the best of Mortgagor's knowledge, there
are no existing defenses or offsets against the obligation to pay the rents or
other charges due under any of the Existing Leases or against the enforcement of
any of the Existing Leases by Mortgagor. To the best of Mortgager's knowledge
after diligent inquiry, except as may be set forth in said Exhibit B, there are
no agreements covering free rent, partial rent, rebate of rental payments or any
other type of rental concessions with respect to any of the Existing Leases.
Except as may be set forth in Exhibit B, none of the Existing Leases contains
any options or rights of first refusal to purchase any portion or all of the
Mortgaged Property. To the best of Mortgager's knowledge after diligent inquiry,
there have not been any prepayments of any rent under any of the Existing
Leases. Except as may be set forth in said Exhibit B, there is no provision for
the payment of any security deposit under any of the Existing Leases. Mortgagor
has not mortgaged, assigned, pledged, granted a security interest in or
otherwise encumbered its interest in any of the Existing Leases in favor of any
person or entity other than Mortgagee.

         2.12. Management Agreements. Mortgagor has delivered to Mortgagee a
true, correct and complete copy of the Existing Management Agreement. There are
no other management agreements to which Mortgagor is a party relating to the
Project. The Existing Management Agreement has not been amended, modified or
supplemented in any respect or terminated or canceled. The Existing Management
Agreement represents the entire agreement between Mortgagor and Existing Manager
(as defined in the Loan Agreement) with respect to the management of the
Project. The Existing Management Agreement is in full force and effect, there
are no defaults thereunder, and Mortgagor knows of no events or conditions
which, with passage of time or notice or both, would constitute a default
thereunder.


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                                  ARTICLE III
                              AFFIRMATIVE COVENANTS

         3.1. Payment of Note. Mortgagor shall pay to Mortgagee or any
subsequent holder of the Note the principal and interest accrued on the entire
principal indebtedness of the Note, including all sums now or hereafter due
Mortgagee under the terms hereof and of the Loan Agreement, together with all
interest thereon, punctually as and when the same shall become due by the terms
thereof and hereof. Mortgagor will observe and perform all of the terms,
provisions, conditions, covenants and agreements on the part of Mortgagor to be
observed and performed under the Note, the Loan Agreement, this Mortgage, and
the other Obligations Secured.

         3.2. Payment of Taxes and Other Charges.

               (a) Mortgagor shall prior to the date on which any interest or
penalties shall commence to accrue thereon, cause to be paid and discharged, and
shall furnish to Mortgagee within ten (10) days after request therefor, proper
receipts for, all taxes, assessments, water and sewer rents and charges and all
other license or permit fees, levies, and governmental charges, general or
special, ordinary or extraordinary, foreseen or unforeseen. of any kind and
nature whatsoever, which are or may have been, or may hereafter be, charged,
assessed, levied, confirmed or imposed upon or against the Mortgaged Property,
or any part thereof, by any lawful authority, or which may become a lien
thereon, unless the same shall have been fully paid to Mortgagee, Mortgagor will
cause to be paid when due, all charges for utilities used at or servicing the
Mortgaged Property, whether public or private.

               (b) Notwithstanding the foregoing, Mortgagor may in good faith
contest, by proper legal proceedings, the validity or amount of any such tax or
charge, provided (i) an Event of Default has not occurred which has not been
cured; (ii) Mortgagor provides to Mortgagee security satisfactory to Mortgagee
assuring the payment of such contested tax or charge and any additional charge,
penalty or expense which may arise from or be incurred as a result of such
contest; (iii) such contest operates to suspend collection and is maintained and
prosecuted with diligence; and (iv) Mortgagor shall pay such contested tax or
charge and all costs and penalties, if any, and shall deliver to Mortgagee
evidence acceptable to Mortgagee of such payment promptly, if such contest is
terminated or discontinued adversely to Mortgagor, and in any event at least
thirty (30) days before the date any of the Mortgaged Property may be sold or
otherwise transferred because of non-payment of the tax or charge.

               (c) Subject to said right of Mortgagor to contest such tax or
charge and the expiration of any notice and grace period as provided in Section
5.1 without a cure, nothing herein shall affect any right or remedy of Mortgagee
under this Mortgage or otherwise to pay any tax or charge in accordance with the
terms of Section 5.3.

         3.3. Additions, Alterations, Removals and Repairs.

               (a) Mortgagor shall have the right at any time and from time to
time during the term of this Mortgage to make, at its sole cost and expense,
additions and alterations to the buildings and improvements included within the
Mortgaged Property, provided that such additions or alterations when completed
shall not reduce the value or adversely affect the utility of the Mortgaged


                                      -7-

<PAGE>

Property and further provided that in connection with any demolition of any
Improvement (without regard to cost) or any addition or alteration involving a
cost of more than $100,000 Mortgagor obtains Mortgagee's prior written consent
thereto, which consent shall not be unreasonably withheld so long as there is no
Event of Default then in existence. Notwithstanding the foregoing, Mortgagor may
remove any fixture, and it shall thereafter be free of any security interest or
lien created hereby, on condition that simultaneously with, or prior to such
removal, such fixture shall be replaced with other property to perform the
function of the property removed and of a value at least equal to that of the
replaced property and free from any title retention or security agreement or
other encumbrance. By such removal and replacement, Mortgagor shall be deemed to
have subjected such replacement equipment to the lien of this Mortgage.

               (b) Throughout the term of this Mortgage, Mortgagor, at its sole
cost and expense, will take (or cause to be taken) good care of the Mortgaged
Property and the sidewalks, curbs and vaults, if any, adjoining the Premises and
will keep the same in good order and condition, and make all necessary repairs
thereto, interior and exterior, structural and nonstructural, ordinary and
extraordinary, and unforeseen and foreseen. All repairs made (or caused to be
made) by Mortgagor shall be substantially similar in quality and class to the
original work. The necessity for and adequacy of repairs to the buildings and
improvements pursuant to this Section 3.3 shall be measured by the standard
which is appropriate for structures of similar construction and class, provided
that Mortgagor shall in any event make all repairs necessary to avoid any
structural damage or injury to the buildings and improvements and to keep the
buildings and improvements in a proper condition for their intended uses.
Nothing in this Section 3.3(b) shall prevent Borrower from passing costs through
to tenants.

               (c) Throughout the term of this Mortgage, Mortgagor, at its sole
cost and expense, shall promptly comply with all present and future laws,
ordinances, orders, rules, regulations and requirements of all federal, state
and municipal governments, courts, departments, commissions, boards and
officers, and national or local Boards of Fire Underwriters, or any other body
exercising functions similar to those of any of the foregoing, foreseen or
unforeseen, ordinary as well as extraordinary, which may be applicable to the
Mortgaged Property, the maintenance and use thereof and the sidewalks, curbs and
vaults adjoining the Mortgaged Property, whether or not such law, ordinance,
order, rule, regulation or requirement shall necessitate structural changes or
improvements, or the removal of any encroachments or projections, ornamental,
structural or otherwise, onto or over property contiguous or adjacent thereto.
Mortgagor will comply with all orders and notices of violation thereof issued by
any governmental authority. Mortgagor will pay all license fees and similar
municipal charges for the use of the Mortgaged Property and the other areas now
or hereafter comprising part thereof or used in connection therewith and will
not, unless so required by any governmental agency having jurisdiction,
discontinue use of the Mortgaged Property without the prior written consent of
Mortgagee. Mortgagor shall have the right to contest all such governmental
requirements, subject to the same standards as are set forth in Section 3.2
above with respect to contests of governmental charges and assessments. Nothing
in the Section 3.3(c) shall prevent Borrower from passing costs through to
tenants.

         3.4. Impound Payments. Mortgagor will, upon receipt of written request
from Mortgagee in its sole and unreviewable discretion, pay to Mortgagee
contemporaneously with each monthly payment of interest, principal or principal


                                      -8-

<PAGE>

and interest, a sum equal to one-twelfth (1/12th) of the hazard insurance
premiums, real estate taxes, water rents or charges, sewer rents, payments in
lieu thereof, special assessments and any other tax, assessment, lien, claim or
encumbrance which may at any time be or become a lien on the Mortgaged Property
prior to, or on a parity with, the lien of this Mortgage so as to enable
Mortgagee to pay the same at least thirty (30) days before they become due, and
Mortgagee shall, upon receipt of bills for such charges, pay the same from the
sums deposited hereunder. If special assessments against the Mortgaged Property
may be paid in installments and Mortgagor elects to do so, the monthly payments
to Mortgagee for such special assessments shall be one-twelfth (1/12th) of the
current annual installments. No amounts so paid shall be deemed to be trust
funds but may be commingled with general funds of Mortgagee, and no interest
shall be payable thereon. If, pursuant to any provision of this Mortgage, the
whole amount of said principal debt remaining or any installment of interest,
principal or principal and interest become due and payable, Mortgagee shall
apply any amounts so held in payment of the premiums or payments for which the
amounts were deposited. If the taxes, assessments, levies, charges or fees
required to be paid pursuant to Section 3.2 hereof shall exceed the estimate
therefor, Mortgagor shall without demand forthwith make good the deficiency. If
the taxes, assessments, levies, charges, or fees shall be less than the estimate
therefor, Mortgagee shall refund the overpayment to Mortgagor. Mortgagor will
furnish to Mortgagee tax bills in sufficient time after Mortgagor's receipt
thereof to enable Mortgagee to pay such taxes, assessments, levies, charges and
fees before interest and penalties accrue thereon.

         3.5. Hazardous Materials. Mortgagor covenants that, except for the
customary use of Permitted Substances reasonably required for the maintenance
and operation of the Mortgaged Property in compliance with applicable Law, the
Mortgaged Property shall be kept free of Hazardous Materials, and shall not be
used to generate, manufacture, refine, transport. treat, store, handle, dispose,
transfer, produce, process or in any manner deal with Hazardous Materials, and
Mortgagor shall not cause or permit, as a result of any intentional or
unintentional act or omission on the part of Mortgagor or any Occupant, the
installation or placement of Hazardous Materials in or on the Mortgaged Property
or a release of Hazardous Materials onto the Mortgaged Property or onto any
other property (which installation, placement or release onto such other
property by any such Occupant shall result from such Occupant's activities on
the Mortgaged Property) or suffer the presence of Hazardous Materials on the
Mortgaged Property. Mortgagor shall comply with, and shall use commercially
reasonable efforts to ensure compliance by all Occupants with, all applicable
federal, state and local laws, ordinances, rules and regulations with respect to
Hazardous Materials, and shall keep the Mortgaged Property free and clear of any
liens imposed pursuant to such laws, ordinances, rules and regulations. In the
event that Mortgagor receives any material notice or advice from any
governmental agency or any Occupant with regard to Hazardous Materials on, from
or affecting the Mortgaged Property, Mortgagor shall immediately notify
Mortgagee. Mortgagor shall conduct and complete all investigations, studies,
sampling, and testing, and all remedial, removal, and other actions necessary to
clean up and remove all Hazardous Materials which are not Permitted Substances
on, from or affecting the Mortgaged Property in accordance with all applicable
federal, state, and local laws, ordinances, rules, regulations, and policies.
The obligations and liabilities of Mortgagor under this Section shall survive
the foreclosure of this Mortgage or the delivery of a deed in lieu of
foreclosure.

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<PAGE>

         3.6. Indemnification. Mortgagor shall protect, indemnify and save
Mortgagee harmless from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including without
limitation reasonable attorneys' fees and expenses), imposed upon or incurred by
or asserted against Mortgagee and arising from any state of facts or
circumstances existing prior to Mortgagee's acquiring Mortgagor's fee simple
estate through foreclosure or a deed in lieu of foreclosure and due to any
action or inaction of Mortgagor or any Occupant by reason of (a) the ownership
of this Mortgage, the Mortgaged Property or any interest therein or receipt of
any rents; (b) any requested amendments, consents or waivers with respect to
this Mortgage or any other Loan Document; (c) any accident, injury to or death
to persons or loss of or damage to property occurring in, on or about the
Mortgaged Property or any part thereof or on the adjoining sidewalks, curbs,
adjacent property or adjacent parking areas, streets or ways to the extent not
covered by insurance maintained or caused to be maintained by Mortgagor; (d) any
use, nonuse or condition in, on or about the Mortgaged Property or any part
thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (e) any failure on the part of Mortgagor to
perform or comply with any of the terms of this Mortgage; (f) the performance of
any labor or services or the furnishing of any materials or other property in
respect of the Mortgaged Property or any part thereof; (g) the failure of any
person to file timely with the Internal Revenue Service an accurate Form 1099-B,
Statement for Recipients of Proceeds from Real Estate, Broker and Barter
Exchange Transactions, which may be required in connection with the Mortgage, or
to supply a copy thereof in a timely fashion to the recipient of the proceeds of
the transaction in connection with which the mortgage loan secured hereby is
made; (h) the presence, disposal, escape, seepage, leakage, spillage, discharge,
emission, release, or threatened release of any Hazardous Materials (other than
Permitted Substances) on, from, or affecting the Mortgaged Property or any other
property (which presence, disposal escape, seepage, leakage, spillage,
discharge, emission, release or threatened release by any such Occupant on, from
or affecting any such other property shall result from such Occupant's
activities on the Mortgaged Property) ; (i) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related
to such Hazardous Materials; (j) any lawsuit brought or threatened, settlement
reached, or government order relating to such Hazardous Materials; or (k) any
violation of laws, orders, regulations, requirements. or demands of government
authorities, or any requirements of Mortgagee, which are based upon or in any
way related to such Hazardous Materials including, without limitation,
reasonable attorney and consultant fees, investigation and laboratory fees,
court costs, and litigation expenses, provided that none of the foregoing result
solely from the gross negligence or willful misconduct of Mortgagee. Any amounts
payable to Mortgagee by reason of the application of this Section shall be
included in the Obligations Secured and secured by this Mortgage, and shall
become due and payable upon demand thereof to Mortgagor and shall bear interest
at the Default Rate from the date loss or damage is sustained by Mortgagee until
paid. The obligations of Mortgagor under this Section shall survive any
termination, satisfaction, assignment, judgment of foreclosure or delivery of a
deed in lieu of foreclosure of this Mortgage until the expiration of all
applicable statutes of limitation and repose.

         3.7. Leases; Management Agreement.

               (a) Mortgagor covenants and agrees that (i) it shall not enter
into any lease agreement affecting any portion of the Mortgaged Property other
than an Approved Lease, and Mortgagor shall not amend or modify or terminate any
Approved Lease without the prior written approval of Mortgagee except to the


                                      -10-

<PAGE>

extent otherwise specifically permitted pursuant to the terms of the Loan
Agreement, and (ii) all leases entered into after the date hereof affecting the
Mortgaged Property will be subordinate or prior to the lien of this Mortgage, at
the option of Mortgagee. Mortgagor hereby covenants and agrees to observe at all
times while all or any portion of the Obligations Secured remains outstanding
all of the requirements set forth in the Loan Agreement with respect to the
leasing of all or any portion of the Mortgaged Property.

               (b) Mortgagor shall promptly (i) perform all of the provisions of
the leases on the part of the landlord thereunder to be performed; (ii) enforce
all of the material provisions of the leases on the part of the tenants
thereunder to be performed; (iii) appear in and defend any action or proceeding
arising under, growing out of or in any manner connected with the leases or the
obligations of Mortgagor as landlord or of the tenants thereunder; and (iv)
deliver to Mortgagee, within ten (10) days after a request by Mortgagee, a
written statement containing the names of all tenants, the terms of all leases
and the spaces occupied and rentals payable thereunder, and a statement of all
leases which are then in default, including the nature and magnitude of the
default.

               (c) Upon the occurrence of an Event of Default hereunder and the
enforcement by Mortgagee of any remedy under this Mortgage, the tenant under
each lease which is subordinate to this Mortgage shall at Mortgagee's request
attorn to Mortgagee or any other person succeeding to the interest of Mortgagee
as a result of such enforcement and shall recognize Mortgagee or such successor
in interest as landlord under the lease without change in the provisions
thereof; provided, however, that Mortgagee or such successor in interest shall
not be bound by (i) any payment of an installment of rent or additional rent
which may have been made more than thirty (30) days before the due date of such
installment, or (ii) any amendment or modification to the lease made without the
consent of Mortgagee or such successor in interest, if required; (iii) any act
or omission of any prior landlord (including Mortgagor) under the lease, or (iv)
any offsets, claims or defenses which the tenant might have against any prior
landlord (including Mortgagor).

               (d) Except as may be otherwise provided in the Loan Agreement,
Mortgagor shall not enter into any management agreement affecting any portion of
the Mortgaged Property without in each case obtaining the prior written approval
by Mortgagee of the identity of the proposed manager and the terms and
conditions of the proposed management agreement, and Mortgagor shall not amend
or modify in any material respect or terminate other than by its terms any such
management agreement; if at any time Mortgagee notifies Mortgagor in writing
that any such manager is unsatisfactory to Mortgagee, Mortgagor shall promptly
change such manager in a manner satisfactory to Mortgagee, and Mortgagor's
failure to make such change promptly shall constitute an Event of Default
hereunder. Each manager shall agree, or each management agreement shall provide
by its terms, that such management agreement shall be terminable without penalty
or premium by Mortgagee under the preceding sentence or following the occurrence
of an Event of Default and that all payments under such management agreement are
under and subject and subordinate in lien and priority of payment to the payment
of all principal and interest and other amounts under the Loan.


                                      -11-
<PAGE>

         3.8. Financial Reports: Required Notices. Mortgagor shall deliver to
Mortgagee as and when due the financial reports and notices required to be
delivered by Mortgagor pursuant to the Loan Agreement.

         3.9. Discharge of Encumbrances. Mortgagor shall promptly discharge or
cause to be discharged, at Mortgagor's cost and expense, all liens, encumbrances
and charges upon the Mortgaged Property, or any part thereof or interest
therein; provided, however, that Mortgagor shall have the right to contest in
good faith the validity of any such lien, encumbrance or charge if Mortgagor
shall first deposit with Mortgagee or with the appropriate court a bond or other
security satisfactory to Mortgagee in such amount as Mortgagee shall reasonably
require, but not more than one hundred fifty percent (150%) of the amount of the
claim, and provided further that (a) Mortgagor shall thereafter diligently
proceed to cause such lien, encumbrance or charge to be removed and discharged,
(b) such proceeding shall operate to suspend collection, and (c) such amounts
shall be duly paid when determined but in all events prior to any execution sale
of the Mortgaged Property or any portion thereof. If Mortgagor shall fail to
discharge any such lien, encumbrance or charge, then, in addition to any other
right or remedy of Mortgagee, Mortgagee may, but shall not be obligated to,
discharge the same, either by paying the amount claimed to be due, or by
procuring the discharge of such lien by depositing in court a bond or the amount
claimed or otherwise giving security for such claim, or in such manner as is or
may be prescribed by law. and, in such event, all sums so paid by Mortgagee
shall be included in the Obligations Secured and secured by this Mortgage in
accordance with the terms of Section 5.3 below.

         3.10. Security Agreement. This Mortgage constitutes a security
agreement under the Uniform Commercial Code as in effect in the State in which
the Mortgaged Property is located and creates a security interest in all that
property (and the proceeds thereof) included in the Mortgaged Property which
might otherwise be deemed "personal property". Mortgagor shall execute, deliver,
file and refile any financing statements, continuation statements, or other
security agreements Mortgagee may require from time to time to confirm the lien
of this Mortgage with respect to such property. Without limiting the foregoing,
Mortgagor hereby irrevocably appoints Mortgagee attorney-in-fact for Mortgagor
to execute, deliver and file such instruments for and on behalf of Mortgagor.
Notwithstanding any release of any or all of that property included in the
Mortgaged Property which is deemed "real property", any proceedings to foreclose
this Mortgage or its satisfaction of record, the terms hereof shall survive as a
security agreement with respect to the security interest created hereby and
referred to above until the repayment or satisfaction in full of the obligations
of Mortgagor as are now or hereafter evidenced by the Obligations Secured.

         3.11. Limited Partnership Existence and Filings.

               (a) Mortgagor shall keep in effect its existence and rights as a
limited partnership under the laws of the State of its formation and its right
to own property and transact business in the State in which the Mortgaged
Property is situated during the entire time that it has any ownership interest
in the Mortgaged Property, and Mortgagor shall file all returns and make all
required filings with the proper authorities, bureaus or departments.

               (b) For all periods during which Mortgagor's interest in the
Mortgaged Property or any part thereof is held by a corporation or association
subject to corporate taxes or taxes similar to corporate taxes, Mortgagor shall

                                      -12-

<PAGE>

file returns for such taxes with the proper authorities, bureaus or departments,
and Mortgagor shall pay when due and payable and before interest or penalties
are due thereon all taxes owing by Mortgagor to the United States, to
Mortgagor's State of incorporation, to the State where the Mortgaged Property
are situate and to all political subdivisions of any thereof, and shall deliver
to Mortgagee receipts showing the payment of all such taxes, charges or
assessments prior to the last dates on which the same are payable without
penalties or interest, and within ten (10) days following request therefor,
copies of all settlements, notices of deficiencies or overassessment and any
other notices pertaining to Mortgagor's tax liability which may be issued by any
of the governmental authorities referred to in this Section 3.11.

         3.12. Taxation of Mortgages. In the event of the passage after the date
of this Mortgage of any law in effect in the State in which the Mortgaged
Property are located or any other governmental entity changing in any way the
laws now in force for the taxation of mortgages, or debts secured thereby, for
state or local purposes, or the manner of the operation of any such taxes, so as
to affect the interest of Mortgagee hereunder, then and in such event, Mortgagor
shall bear and pay the full amount of such taxes applicable to this Mortgage,
provided that if for any reason payment by Mortgagor of any such new or
additional taxes would be unlawful or if the payment thereof would constitute
usury or render the Obligations Secured wholly or partially usurious under any
of the terms or provisions of the Loan Agreement, the Note or this Mortgage or
otherwise, Mortgagee may, at Mortgagee's option, declare the Note, with interest
thereon, to be immediately due and payable on demand, or Mortgagee may pay that
amount or portion of such taxes as renders the Obligations Secured unlawful or
usurious, in which event Mortgagor shall concurrently therewith pay the
remaining lawful and non-usurious portion or balance of said taxes.

         3.13. Inspection. Mortgagee and any persons authorized by Mortgagee
shall have the right at any time, upon reasonable notice to Mortgagor, to enter
the Mortgaged Property to inspect and photograph its condition and state of
repair. In addition, (a) following an Event of Default or (b) prior to an Event
of Default if Mortgagee reasonably deems such actions necessary after notice to
Mortgagor and Mortgagor's failure to comply with the terms of such notice,
Mortgagee may at its option enter the Mortgaged Property to protect, restore or
repair any part thereof, but Mortgagee shall be under no obligation to do so.
Mortgagor will repay to Mortgagee on demand any sums paid by Mortgagee to
protect, restore or repair any part of the Mortgaged Property in accordance with
the terms of Section 5.3 below.

         3.14. Declaration of No Set-Off; Certificate. Mortgagor will, within
fifteen (15) days following receipt of written request from Mortgagee, furnish a
duly acknowledged written statement to Mortgagee certifying the outstanding
principal balance of the Loan; the dates to which principal and/or interest have
been paid under the Note; to the best of Mortgagor's knowledge, information and
belief, whether an Event of Default has occurred which is continuing hereunder
or whether any event which, with the passage of time or giving of notice or
both, could become an Event of Default hereunder has occurred and is continuing
hereunder; and such other matters as Mortgagee may reasonably request.


                                      -13-
<PAGE>

         3.15. Insurance.

               (a) Mortgagor will keep (or cause to be kept) the buildings,
structures, improvements and fixtures insured at all times throughout the term
of this Mortgage (including any period or periods of time during which any
buildings, structures and improvements are in the course of remodeling,
renovation or construction) and shall furnish (or caused to be furnished) the
following to Mortgagee:

                   (i) Insurance against loss or damage by fire, lightning,
windstorm. hail, explosion, vandalism, acts of terrorism, malicious mischief and
damage from aircraft and vehicles, and smoke damage from such other hazards as
are presently included in standard "all risk" property insurance in the same
geographic area in which the Mortgaged Property are located and an endorsement
providing that such insurance shall not be voided by reason of the occupancy by
any tenant of the Mortgaged Property. The amount of such insurance shall be as
required by Mortgagee from time to time, but not less than 100% of the "full
replacement cost" of the buildings, structures, improvements and fixtures
without deduction for depreciation (but excluding the value of roads,
foundations, parking areas and similar improvements). During any period while
the buildings and improvements on the Mortgaged Property are being constructed
or reconstructed, the fire insurance required pursuant to this Section
3.15(a)(i) shall be in the form of a builder's "all risk" policy on a completed
value, non-reporting basis, including collapse and transit coverage, with
deductibles not to exceed $10,000, a "soft cost" endorsement in an amount
satisfactory to Mortgagee and such other endorsements as Mortgagee may require.

                   (ii) Business interruption or rent loss insurance in an
amount as required by Mortgagee from time to time but not for a period in excess
of twelve (12) months and based on gross rents payable under Approved Leases.

                   (iii) If any portion of the Mortgaged Property is located in
a flood hazard area, flood hazard insurance as required by law up to the maximum
limits of insurance available under the National Flood Insurance Program
authorized by the Flood Disaster Protection Act of 1973, as amended, and at
Mortgagee's request, flood insurance coverage, in excess of the maximum amount
available under such program, in an amount determined by Mortgagee in its sole
discretion.

                   (iv) Comprehensive general public liability insurance against
claims for bodily injury or death and property damage occurring upon, in or
about the Mortgaged Property to afford protection to the limit of not less than
$1,000,000 per occurrence for bodily injury (including death) and property
damage, with umbrella coverage of not less than $5,000,000. Such insurance shall
be written on an "occurrence" basis rather than a "claims" basis to the extent
obtainable at commercially reasonable rates.

                   (v) Worker's compensation insurance in an amount equal to
Mortgagor's full statutory liability and covering all of Mortgagor's and
Existing Manager's employees, if any, wherever located. During any period while
the buildings and improvements on the Mortgaged Property are being constructed
or reconstructed, proof that either Mortgagor or Mortgagor's construction


                                      -14-

<PAGE>

contractor maintains worker's compensation insurance covering all persons
employed in such construction or reconstruction, together with Employer's
liability insurance in the minimum amount of $100,000.

                   (vi) Such other insurance on the Mortgaged Property, or any
replacements or substitutions therefor, or additions thereto. and in such
amounts as may from time to time be reasonably required by Mortgagee against
other insurable hazards or casualties which at the time are commonly insured
against in the case of premises similarly situated.

               (b) All insurance shall be subject to the approval of Mortgagee
as to insurance companies, amounts, contents and form of policies and expiration
dates, and shall contain a Non-Contributory Mortgagee clause in favor of and
satisfactory to Mortgagee excluding Mortgagee from the operation of any
coinsurance clause contained in any such policy and, as to the policies required
under subsections (i), (ii) and (iii) hereof, naming Mortgagee as loss payee.
The policy required under subsection (iv) hereof shall name Mortgagee as
additional insured party. All such policies shall be issued by companies
licensed in the Commonwealth of Pennsylvania and having a Best's financial
rating of A or better and a size class rating of X or larger. Such policies
shall provide for the payment of all costs and expenses incurred by Mortgagee in
the event of any contested claim and shall not be canceled or otherwise
terminated without at least thirty (30) days' prior written notice to Mortgagee.
Such coverages may be effected under one or more blanket policies of insurance
covering the Mortgaged Property and other properties provided that the coverages
applicable to the Mortgaged Property are separately noted and such blanket
policies are otherwise acceptable to Mortgagee.

               (c) Mortgagor will deliver (or cause to be delivered) to
Mortgagee original certificates evidencing such insurance, together with copies
of such policies, on or before the date hereof. Not less than fifteen (15) days
prior to the expiration date of each such policy, Mortgagor will deliver (or
cause to be delivered) to Mortgagee original certificates evidencing renewal of
such insurance, together with copies of renewal policies. Such certificates and
policies shall be marked "premium paid" or accompanied by other evidence of
payment satisfactory to Mortgagee. Mortgagor will not permit any condition to
exist on the Mortgaged Property which would wholly or partially invalidate the
insurance thereon.

               (d) In the event of the occurrence of any loss or damage to the
Mortgaged Property, Mortgagor will give immediate written notice thereof to
Mortgagee, and Mortgagee may make proof of loss thereof if not made promptly by
Mortgagor. If Mortgagee so elects, Mortgagee may on behalf of Mortgagor adjust
and compromise any claims under such insurance and collect and receive the
proceeds thereof and endorse drafts, and Mortgagee is hereby irrevocably
appointed attorney-in-fact of Mortgagor for such purposes. In any event, no
adjustment or compromise of any claims under such insurance shall be made
without Mortgagee's prior written approval which shall not be unreasonably
withheld or delayed. Each insurance company concerned is hereby authorized and
directed to make payment under such policies of casualty, rent and/or business
interruption insurance, including return of unearned premiums, directly to
Mortgagee instead of to Mortgagor and Mortgagee jointly, and Mortgagor appoints
Mortgagee, irrevocably, as Mortgagor's attorney-in-fact to endorse any draft
thereof. Notwithstanding the foregoing, however, Mortgagee shall give reasonable
prior notice to Mortgagor of such any such insurance settlement, and shall not
adjust or settle any loss without Mortgagor's prior written consent (which shall


                                      -15-
<PAGE>

not be unreasonably withheld, conditioned or delayed), unless an Event of
Default has occurred and is continuing. Each insurance company concerned is
hereby authorized and directed to rely without inquiry upon Mortgagee's
statement that an Event of Default has occurred and is continuing.

               (e) Subject to the terms of Section 3.17, Mortgagee shall have
the right, at its election, to retain and apply the proceeds of any casualty
insurance to reduction of the Obligations Secured, and/or to retain and apply
the proceeds of any rent insurance and/or business interruption insurance on
account of the payments of the regular monthly installments of principal and
interest as they fall due, month by month, or to restoration or repair of the
property damaged. If Mortgagee receives proceeds of rent insurance and/or
business interruption insurance beyond those required to be applied for the
current month, Mortgagee may retain such additional proceeds in escrow, for the
account of Mortgagor, and so apply such proceeds on a monthly basis, provided
that any such proceeds not needed to be applied to keep Mortgagor current and
not in default hereunder during the reasonably estimated period of time when the
income from the Mortgaged Property will be inadequate to provide Mortgagor with
sufficient funds with which to pay Mortgagee the amounts falling due each month
shall be paid over to Mortgagor to meet the other expenses of the Mortgaged
Property.

               (f) If requested by Mortgagee, Mortgagor shall have the then
replacement and insurable values of the buildings and improvements determined by
the underwriter of fire insurance on the Mortgaged Property or, if such
underwriter will not act, by a qualified appraiser satisfactory to Mortgagee,
and shall deliver such determination to Mortgagee.

               (g) Mortgagor shall promptly comply with and conform to (i) all
provisions of each insurance policy and (ii) all requirements of the insurers
thereunder, applicable to Mortgagor or any of the Mortgaged Property, or to the
use, manner of use, occupancy, possession, operation, maintenance, alteration or
repair of any of the Mortgaged Property, even if such compliance necessitates
structural changes or improvements or results in interference with the use or
enjoyment of any of the Mortgaged Property.

               (h) If Mortgagee shall acquire title to the Mortgaged Property by
mortgage foreclosure, a deed in lieu of foreclosure, sale by power of sale
pursuant to advertisement or a judicial sale thereof pursuant to proceedings
under the Loan Agreement, the Note or this Mortgage, or otherwise, then all of
Mortgagor's estate, right, title and interest in and to all such policies,
including unearned premiums thereon and the proceeds thereof, shall vest in
Mortgagee.

               (i) If Mortgagor shall fail to procure, pay for and deliver to
Mortgagee any policy or policies of insurance and/or renewals thereof as in this
Section 3.15 required, Mortgagee, at its option, but without obligation to do
so, may obtain such insurance and pay the premiums therefor, and Mortgagor will
repay to Mortgagee on demand any premiums so paid in accordance with the terms
of Section 5.3 below.

               (j) Mortgagor shall not take out separate insurance concurrent in
form or contributing in the event of loss with that required to be maintained
under this Section 3.15, unless Mortgagee is included thereon as a named insured
with loss payable to Mortgagee under a standard mortgagee endorsement. Mortgagor


                                      -16-

<PAGE>

shall immediately notify Mortgagee whenever any such separate insurance is taken
out, specifying the insurer thereunder and full particulars as to the policies
evidencing the same.

         3.16. Condemnation.

               (a) In the event of any condemnation or taking of any part of the
Mortgaged Property by eminent domain, alteration of the grade of any street, or
other injury to or decrease in the value of the Mortgaged Property by any public
or quasi-public authority or corporation, Mortgagor will give immediate written
notice thereof to Mortgagee. Subject to the terms of Section 3.17, all proceeds
actually received (that is, the award or agreed compensation for the damages
sustained) shall be applicable first to payment of the Obligations Secured. If
Mortgagee so elects, Mortgagee may on behalf of Mortgagor participate in and
control the settlement for the damages sustained. In any event, no settlement
for the damages sustained shall be made by Mortgagor without Mortgagee's prior
written approval, which shall not be unreasonably withheld or delayed. Receipt
by Mortgagee of any proceeds less than the full amount of the then outstanding
debt shall not alter or modify Mortgagor's obligation to continue to pay the
installments of principal, interest and other charges specified in the Loan
Agreement and Note. All the proceeds shall be applied in the order and in the
amounts that Mortgagee, in its sole discretion, may elect, to the payment of
principal (whether or not then due and payable), interest or any sums included
in the Obligations Secured and secured by this Mortgage, or toward payment to
Mortgagor, on such terms as Mortgagee may specify, to be used for the sole
purpose of altering, restoring or rebuilding any part of the Mortgaged Property
which may have been altered, damaged or destroyed as a result of the taking,
alteration of grade or other injury to the Mortgaged Property.

               (b) If the amount of the initial award of damages for the
condemnation of the entire Mortgaged Property is insufficient to pay in full the
Obligations Secured with interest and other appropriate charges, Mortgagee shall
have the right to prosecute to final determination or settlement an appeal or
other appropriate proceedings in the name of Mortgagee or Mortgagor, for which
Mortgagee is hereby appointed as attorney-in-fact for Mortgagor, which
appointment, being for security, is irrevocable. In that event, the expenses of
the proceedings, including counsel fees, shall be paid first out of the
proceeds, and only the excess, if any, paid to Mortgagee shall be credited
against the amounts due under this Mortgage.

               (c) Nothing herein shall limit the rights otherwise available to
Mortgagee, at law or in equity, including the right to intervene as a party in
any condemnation proceeding.

               (d) No application of condemnation proceeds to the payment of the
Obligations Secured shall postpone any of the current installments of principal
or interest becoming due under the Note until the Obligations Secured and all
interest due thereunder are paid in full.

         3.17. Restoration of the Mortgaged Property. In the event of fire or
other casualty to the Mortgaged Property or in the event of condemnation,
notwithstanding anything in this Mortgage to the contrary, Mortgagee will
consent to the use of the net proceeds of any insurance or condemnation award
for restoration of the Mortgaged Property if (i) at all times relevant hereto no

                                      -17-

<PAGE>

Event of Default is continuing under this Mortgage or any other Loan Document,
(ii) Mortgagee is satisfied that there are sufficient funds represented by such
proceeds and, if necessary, deposits by Mortgagor to Mortgagee to complete
restoration of the Improvements constructed on the Mortgaged Property to
substantially the same value and character as existed prior to such damage,
(iii) Mortgagee is satisfied that restoration can be completed at least thirty
(30) days prior to the Maturity Date, (iv) the insurers do not deny liability as
to the insureds, (v) in the case of casualty to the premises under the Giant
lease, the Giant lease requires restoration, and (vi) if the proceeds exceed
$250,000 Mortgagor complies with the following terms and conditions:

               (a) Prior to commencement of restoration, the contracts,
contractors, and plans and specifications for the restoration shall have been
approved by Mortgagee, and Mortgagee shall be provided with mechanics' lien
insurance (if available) and a surety bond insuring satisfactory completion of
the restoration, such insurance and bond to be in form reasonably acceptable to
Mortgagee.

               (b) The net proceeds shall be deposited in a restricted statement
savings account established by and in the name of Mortgagee (the "Restoration
Account"). Prior to commencement of restoration, if the estimated cost of
restoration, as determined by Mortgagee, exceeds the amount of insurance
proceeds or condemnation proceeds awarded for the cost of such restoration, the
amount of such excess shall be paid by Mortgagor to Mortgagee for deposit in a
separate cash collateral account with Mortgagee and shall be expended before any
funds in the Restoration Account. If Mortgagor so deposits additional funds with
Mortgagee and any sum remains in the Restoration Account upon completion of
restoration, such remaining sum (but not in excess of the amount deposited by
Mortgagor) shall be refunded to Mortgagor if no Event of Default is then
continuing. Otherwise all insurance or condemnation proceeds, if any, remaining
after completion of repairs or restoration shall be applied against the
outstanding principal balance of the Loan.

               (c) At the time of any disbursement, no Event of Default shall
have occurred and be continuing, no mechanics' or materialmen's liens shall have
been filed and remain undischarged (or not bonded against on terms and
conditions acceptable to Mortgagee), and a satisfactory bringdown of title
insurance shall be delivered to Mortgagee.

               (d) Disbursements shall be made from time to time in an amount
not exceeding the cost of the work completed since the last disbursement, upon
receipt of satisfactory evidence from an architect or engineer retained by
Mortgagee at Mortgagor's expense to supervise restoration of the stage of
completion and of performance of the work in a good and workmanlike manner in
accordance with the contracts, plans and specifications.

               (e) Mortgagee may retain ten (10%) percent of each advance of the
restoration fund, with such retainage not subject to disbursement until the
restoration is fully completed; provided, however, that disbursements for
interest (if any) and soft costs shall not be subject to retainage.


                                      -18-
<PAGE>

                                   ARTICLE IV
                               NEGATIVE COVENANTS

         4.1. Liens and Encumbrances. Subject to Mortgagor's contest rights set
forth in Section 3.9, Mortgagor shall not suffer, and shall promptly cause to be
paid and discharged, any lien or charge whatsoever which by any present or
future law may be or become superior to, or on a parity with, this Mortgage
either in lien or in distribution out of the proceeds of any judicial sale of
the Mortgaged Property, or any part thereof.

         4.2. Secondary Financing. Except as may be otherwise specifically
provided in the Loan Agreement, Mortgagor shall not (a) create or cause or
permit to exist any lien on or security interest in the Mortgaged Property
(including any furniture, fixtures, appliances, equipment, or other items of
personal property owned by Mortgagor which are intended to be or become part of
the Mortgaged Property) other than as security for the Obligations Secured, (b)
incur any secured indebtedness for money borrowed other than indebtedness of
Mortgagor to Mortgagee, or (c) lease (as lessee) any furniture, fixtures,
appliances, equipment or other items of personal property which are intended to
be or become part of the Mortgaged Property.

         4.3. Transfer of Title. Mortgagor shall not, so long as the Loan (or
any portion thereof) remains outstanding, without in each case obtaining
Mortgagee's prior written consent, (a) except for Approved Leases, sell or
transfer, or further encumber, whether voluntarily, involuntarily or by
operation of law, or contract to sell or transfer, the Mortgaged Property or any
part thereof, directly or indirectly, including, but not limited to, by deed,
installment sale or long-term lease, or (b) except as may be otherwise
specifically provided in the Loan Agreement, sell or transfer, or permit any
Person to sell or transfer, whether voluntarily, involuntarily or by operation
of law, any ownership interest in Mortgagor, directly or indirectly. Any consent
given by Mortgagee hereunder shall pertain only to the proposed transfer for
which the consent was requested and shall not obligate Mortgagee to approve any
further transfers or relieve any person or entity of liability to pay any amount
secured hereby.

         4.4. Modifications to Property Restrictions. Mortgagor shall not
initiate, join in or consent to any change in any private covenant, zoning
ordinance or other public or private restriction which would detract from or
limit the value or utility of the Mortgaged Property.

         4.5. Demolition of Buildings. Mortgagor shall not cause or permit any
building, structure or improvement or other property now or hereafter covered by
the lien of this Mortgage and comprising part of the Mortgaged Property to be
removed or demolished in whole or in part, or any fixture comprising part of the
Mortgaged Property to be removed, severed or destroyed, without the prior
written consent of the Mortgagee.

         4.6. Waste. Mortgagor will not abandon or cause or permit any waste to
the Mortgaged Property.


                                      -19-
<PAGE>

                                   ARTICLE V
                           EVENTS OF DEFAULT; REMEDIES

         5.1. Events of Default. The occurrence of any one or more of the
following shall, at the option of Mortgagee, constitute an event of default
(each, an "Event of Default") hereunder (except for defaults under subsection
5.1(f) or (g) below, each of which shall automatically and without any action by
Mortgagee constitute an Event of Default hereunder):

               (a) Any representation or warranty or financial statement of
Mortgagor or Guarantor under this Mortgage or under any of the other Loan
Documents shall be untrue in any material adverse respect when made (including
by omission of material information necessary to make such representation or
warranty or financial statement not misleading);

               (b) Mortgagor shall have failed to observe and perform any of the
terms, covenants, promises and agreements on its part to be observed and
performed under this Mortgage and, except for the events specified in the
following subsections of this Section 5.1 (which shall be subject to the grace
or cure periods, if any, provided therein), such Default shall not have been
cured within thirty (30) days after written notice of such default shall have
been given to Mortgagor; provided that, if such Default is curable but not
reasonably capable of cure within such thirty (30) day period, Mortgagor shall
have such further period, not to exceed a period of sixty (60) days in the
aggregate, as may be required to cure such Default, on the condition that
Mortgagor commences such cure within the original thirty (30) day period and
thereafter diligently prosecutes such cure to completion;

               (c) Mortgagor shall have failed to make any payment of principal
or interest on the Loan when due, and such Default, other than with respect to
the final payment of principal on the Maturity Date (as to which no grace period
applies), shall not be cured within eight (8) days after such due date;

               (d) An Event of Default shall have occurred under any other Loan
Document;

               (e) Any event of default (after giving effect to any applicable
notice and cure periods) shall have occurred under any Hedging Contract or other
documents creating Hedging Obligations;

               (f) A petition shall have been filed by Mortgagor or either
Guarantor under any of the provisions of the United States Bankruptcy Code, as
amended, or any other Federal or state insolvency or similar Law; or such
petition shall have been filed against Mortgagor or either Guarantor or a
receiver shall have been appointed in a debtor's proceeding for Mortgagor or
either Guarantor or any part of its property or assets, or for the Premises or
the Improvements, and such petition or receivership shall continue unstayed and
in effect for a period of ninety (90) days; or

               (g) Mortgagor or either Guarantor shall have made an assignment
for the benefit of its or his creditors.


                                      -20-
<PAGE>

         5.2. Remedies. Upon the occurrence of an Event of Default, Mortgagee
may, at its option, without further demand, notice or delay, do, and is hereby
authorized and empowered by Mortgagor so to do, any or all of the following:

               (a) Mortgagee may declare the entire unpaid principal balance of
the Loan to be due and payable immediately, whereupon the Obligations Secured
shall become immediately due and payable. Thereafter, the default may be cured
only by the payment of the entire Obligations Secured.

               (b) Mortgagee may (i) institute and maintain an action of
mortgage foreclosure against any of the Mortgaged Property, through judicial
proceedings or, if available under applicable law, by advertisement, at the
option of Mortgagee, pursuant to the applicable statutes, ordinances, or rules
of civil procedure, (ii) institute and maintain an action on the Obligations
Secured, (iii) have judgment entered pursuant to any power to confess judgment
contained in the Note or the Mortgage, (iv) sell or cause to be sold any of the
Mortgaged Property at public sale, and convey the same to the purchaser in
accordance with said statutes in a single parcel or in several parcels at the
option of Mortgagee, or (v) take such other action at law or in equity for the
enforcement of any document evidencing or securing the Obligations Secured as
the law may allow. Mortgagee may proceed in any such action to final judgment
and execution thereon for all sums due under subsection (a) of this Section 5.2,
together with interest on such sums at the Default Rate provided in the Loan
Agreement, all costs of suit and an attorneys' commission for fees and expenses
actually incurred. Interest at a rate equal to the Default Rate shall be due on
any judgment obtained by Mortgagee from the date of judgment until actual
payment is made of the full amount of the judgment by the Sheriff or otherwise.

               (c) Mortgagee may, without releasing Mortgagor from any
obligation under any document evidencing or securing the Obligations Secured or
under any lease or waiving any default: (i) collect any or all of the rents,
including any rents past due and unpaid. (ii) perform any obligation or exercise
any right or remedy of Mortgagor under any lease and/or (iii) enforce any
obligation of any tenant of any of the Mortgaged Property. Mortgagee shall not
be obligated to do any of the foregoing, even if Mortgagee may have performed
any obligation or exercised any remedy of landlord or have enforced any
obligation of a tenant. Mortgagee may exercise any right under this subsection
(c) whether or not Mortgagee shall have entered into possession of any of the
Mortgaged Property, and nothing herein contained shall be construed as
constituting Mortgagee a "mortgagee in possession" unless Mortgagee shall have
entered into and shall remain in actual possession of the Mortgaged Property.
Mortgagor hereby authorizes and instructs each and every present and future
tenant of any of the Mortgaged Property to pay all rents directly to Mortgagee
and to perform all other obligations of that tenant for the direct benefit of
Mortgagee as if Mortgagee were the landlord under the lease with that tenant
immediately upon receipt of a demand by Mortgagee to make such payment or
perform such obligations. No tenant shall have any responsibility to ascertain
whether such demand is permitted hereunder or whether an Event of Default shall
have occurred; Mortgagor hereby waives any right, claim or demand it may now or
hereafter have against any such tenant by reason of such payment of rents or
performance of obligations to Mortgagee; and any such payment or performance to
Mortgagee shall discharge the obligations of the tenant to make such payment or
performance to Mortgagor. Mortgagor agrees to indemnify Mortgagee and hold
Mortgagee harmless from any and all liability under any lease and from any and

                                      -21-
<PAGE>

all claims and demands which may be asserted against Mortgagee by reason of any
alleged obligations to perform any provision of any lease, except as to
Mortgagee's own gross negligence or willful misconduct.

               (d) Mortgagee may, without releasing Mortgagor from any
obligation under any document evidencing or securing the Obligations Secured or
under any lease or waiving any default, enter upon and take possession of any of
the Mortgaged Property, with or, if permitted by applicable law, without legal
action, or have a receiver appointed without proof of depreciation or inadequacy
of the value of the Mortgaged Property or other security or proof of the
insolvency of Mortgagor. Mortgagee or said receiver may manage and operate any
of the Mortgaged Property; make, cancel, enforce or modify leases; obtain and
evict tenants; establish or change the amount of any rents; and perform any acts
which Mortgagee deems proper to protect the security of this Mortgage. After
deduction of all costs and expenses of operation and management of the Mortgaged
Property and of collection of the rents (including attorneys' fees actually
incurred, administration expenses, management fees and brokers' commissions),
Mortgagee may apply the rents received by Mortgagee to the payment of any or all
of the following, in such order and amounts as Mortgagee, in its sole
discretion, may elect: liens on any of the Mortgaged Property; taxes, claims,
insurance premiums, and other carrying charges; invoices of persons who have
supplied goods or services to or for the benefit of any of the Mortgaged
Property; costs and expenses of any amount outstanding on the Obligations
Secured. In addition to the payment of such costs and charges, Mortgagee shall
be entitled to retain from such rents, issues and profits an amount sufficient
to reimburse Mortgagee for the costs and expenses Mortgagee incurs in performing
or managing such services in relation to the Mortgaged Property. Mortgagee may,
in its sole discretion, determine the method by which, and extent to which, the
rents will be collected and obligations of tenants enforced, and Mortgagee may
waive or fail to enforce any right or remedy of the landlord under a lease.
Mortgagee shall not be accountable for any rents or other sums it does not
actually receive. Mortgagor hereby appoints Mortgagee as its attorney-in-fact to
perform all acts which Mortgagor is required or permitted to perform under any
and all leases.

               (e) FOR THE PURPOSE OF PROCURING POSSESSION OF THE MORTGAGED
PROPERTY IN THE EVENT OF ANY DEFAULT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT,
MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN
THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR AND ALL
PERSONS CLAIMING UNDER OR THROUGH MORTGAGOR, TO APPEAR FOR MORTGAGOR AND CONFESS
JUDGMENT PURSUANT TO APPLICABLE LAW AGAINST MORTGAGOR, AND ALL PERSONS CLAIMING
UNDER OR THROUGH MORTGAGOR, FOR THE RECOVERY BY MORTGAGEE OF POSSESSION OF THE
MORTGAGED PROPERTY, WITHOUT ANY STAY OF EXECUTION, FOR WHICH THIS MORTGAGE, OR A
COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON
A WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR
PROCEEDING WHATSOEVER. MORTGAGOR HEREBY RELEASES MORTGAGEE FROM ALL ERRORS AND
DEFECTS WHATSOEVER IN ENTERING SUCH JUDGMENT AND IN CAUSING SUCH WRIT OR WRITS
TO BE ISSUED, AND HEREBY AGREES THAT NO WRIT OF ERROR, APPEAL, PETITION TO OPEN

                                      -22-

<PAGE>

OR STRIKE OFF JUDGMENT, OR OTHER OBJECTION SHALL BE FILED OR MADE WITH RESPECT
THERETO. IF FOR ANY REASON AFTER SUCH JUDGMENT HAS BEEN CONFESSED THE SAME SHALL
BE DISCONTINUED OR POSSESSION OF THE MORTGAGED PROPERTY SHALL REMAIN IN OR BE
RESTORED TO MORTGAGOR, MORTGAGEE SHALL HAVE THE RIGHT FOR THE SAME DEFAULT OR
ANY SUBSEQUENT DEFAULT TO BRING ONE OR MORE FURTHER JUDGMENTS BY CONFESSION AS
ABOVE PROVIDED TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY. MORTGAGEE MAY
ENTER SUCH JUDGMENT BEFORE OR AFTER THE INSTITUTION OF FORECLOSURE PROCEEDINGS
UPON THIS MORTGAGE, OR AFTER JUDGMENT THEREON OR ON THE LOAN AGREEMENT OR ANY OF
THE NOTES, OR AFTER A SALE OF THE MORTGAGED PROPERTY BY THE SHERIFF.

               (f) Mortgagee may obtain a receiver to manage the Mortgaged
Property and collect the rents, issues, profits and income therefrom.

               (g) To the extent legally permissible, Mortgagee may disaffirm
and cancel any lease which is subordinate to this Mortgage at any time before
the expiration of sixty (60) days after Mortgagee acquires title to the
Mortgaged Property by any transfer pursuant to the exercise of a remedy
hereunder or otherwise, even though Mortgagee shall have enforced such lease,
collected rents thereunder or taken any action that might be deemed by law to
constitute an affirmance of the lease. Such disaffirmance shall be made by
notice addressed to the tenant at the Mortgaged Property or, at Mortgagee's
option, such other address of the tenant as may be provided in that tenant's
lease.

               (h) Mortgagee may take possession of any of the Mortgaged
Property and may sell such property pursuant to the provisions of the applicable
Uniform Commercial Code and exercise such other rights and remedies with respect
to such property as may be provided by said Code.

               (i) Mortgagee may apply on account of the Obligations Secured the
balance of the accumulated installment payments made by Mortgagor for taxes,
water and sewer rents and insurance premiums.

               (j) Upon the acceleration of the maturity of the Obligations
Secured as herein provided, a tender of payment of the amount necessary to
satisfy the entire Obligations Secured made at any time prior to foreclosure
sale by Mortgagor, its successors or assigns, shall, to the extent permitted by
law, constitute an evasion of the prepayment terms of the Obligations Secured
and be deemed to be a voluntary prepayment thereunder, and Mortgagee shall not
be obligated to accept any such tender of payment unless such tender of payment
includes the additional prepayment premium required under the terms of the
prepayment privilege, if any, contained in the Loan Agreement.

         5.3. Right to Remedy Defaults.

               (a) Upon the occurrence of an Event of Default (or, in the case
of an emergency threatening the Mortgaged Property or Mortgagee's rights
therein, the occurrence of an event which if uncured will constitute an Event of
Default with the passage of time), Mortgagee may (but shall not be obligated to)


                                      -23-

<PAGE>

pay any reasonable sum or perform any other obligation for the account of
Mortgagor which Mortgagor has failed to pay or perform in accordance with the
terms of this Section.

               (b) In the event of Mortgagor's failure to pay the taxes, water
rents or charges, sewer rents, charges, claims, assessments, liens, or
encumbrances described in Section 3.2, or to furnish and pay for the insurance
required in Section 3.15, or to keep the Mortgaged Property in good condition
and repair as provided in Section 3.3, or to discharge any liens, encumbrances,
or charges as provided in Section 3.9, Mortgagee may, at its option, pay any or
all such items, together with penalties and interest thereon and procure and pay
for such insurance and repairs, and Mortgagee may at any time and from time to
time advance such additional sum or sums as Mortgagee in its sole discretion may
deem necessary to protect the security of this Mortgage. All such sums to be
paid or advanced by Mortgagee shall be included in the Obligations Secured, and
shall upon demand be repaid by Mortgagor, together with interest thereon at the
Default Rate.

         5.4. Remedies Cumulative. Mortgagee may exercise all of the rights and
remedies provided in this Mortgage or the other Loan Documents, or which may be
available to Mortgagee by law, and all such rights and remedies shall be
cumulative and concurrent and may be pursued singly. successively or together,
at Mortgagee's sole discretion, and may be exercised as often as occasion
therefor shall occur. Any real estate sold pursuant to any writ of execution
issued on a judgment obtained by virtue of the Note or this Mortgage, or
pursuant to any other judicial proceedings under the Mortgage, may be sold in
one parcel, as an entirety, or in such parcels, and in such manner or order as
Mortgagee, in its sole discretion, may elect.

         5.5. Waivers by Mortgagor. Mortgagor hereby waives and releases (a) all
technical errors, defects and imperfections in any proceedings instituted by
Mortgagee under this Mortgage, (b) all benefits that might accrue to Mortgagor
by virtue of any present or future laws exempting the Mortgaged Property or any
part of the proceeds arising from any sale thereof from attachment, levy or sale
under execution, or providing for any stay of execution, exemption from civil
process, or extension of time for payment, (c) all notices not herein elsewhere
specifically required of Mortgagor's default or of Mortgagee's exercise, or
election to exercise, any option under this Mortgage, and (d) any present or
future statute of limitation or moratorium law or any other present or future
law, regulation or judicial decision which provides for any stay of execution,
marshaling of assets, exemption from civil process, redemption, extension of
time for payment or valuation or appraisement of any of the Mortgaged Property.

         5.6. No Waiver Implied. Any failure by Mortgagee to insist upon the
strict performance by Mortgagor of any of the terms, covenants, agreements,
conditions and provisions hereof shall not be deemed to be a waiver of any of
the terms, covenants, agreements, conditions and provisions hereof, and
Mortgagee, notwithstanding any such failure, shall have the right thereafter to
insist upon the strict performance by Mortgagor of any and all of the terms,
covenants, agreements, conditions and provisions of this Mortgage to be
performed by Mortgagor. Neither Mortgagor nor any other person now or hereafter
obligated for the payment of the whole or any part of the Obligations Secured
shall be relieved of such obligation by reason of the failure of Mortgagee to
comply with any request of Mortgagor or any other person so obligated to take
action to foreclose this Mortgage or otherwise enforce any of the provisions of


                                      -24-

<PAGE>

this Mortgage or of any obligations secured by this Mortgage, or by reason of
the release, regardless of consideration, of the whole or any part of the
security held for the Obligations Secured, or by reason of any agreement or
stipulation between any subsequent owner or owners of the Mortgaged Property and
Mortgagee extending the time of payment or modifying the terms of any of the
Note or Mortgage without first having obtained the consent of Mortgagor or such
other person, and in the latter event, Mortgagor and all such other persons
shall continue liable to make such payments according to the terms of any such
agreement of extension or modification unless expressly released and discharged
in writing by Mortgagee. Regardless of consideration, and without the necessity
for any notice to or consent by the holder of any subordinate lien on the
Mortgaged Property, Mortgagee may release the obligation of anyone at any time
liable for the Obligations Secured or any part of the security held for the
Obligations Secured and may extend the time of payment or otherwise modify the
terms of the Loan Agreement or this Mortgage, or both, without, as to the
security of the remainder thereof, in anyway impairing or affecting the lien of
this Mortgage or the priority of such lien as security for the payment of the
indebtedness as it may be so extended or modified over any subordinate lien. For
the payment of the indebtedness secured hereby Mortgagee may resort to any other
security therefor held by Mortgagee in such order and manner as Mortgagee may
elect.

         5.7. Counsel Fees. If Mortgagee becomes a party to any suit or
proceeding affecting the Mortgaged Property or title thereto, the lien created
by this Mortgage or Mortgagee's interest therein, or if Mortgagee engages
counsel to collect the Obligations Secured or to enforce performance of the
agreements, conditions, covenants, provisions or stipulations of this Mortgage
or the other Loan Documents, Mortgagee's costs, expenses and reasonable counsel
fees actually incurred (notwithstanding any right to confess judgment and
collect a stipulated amount as set forth in any other Loan Document), whether or
not an Event of Default is declared or suit is instituted, shall be paid to
Mortgagee by Mortgagor, on demand, with interest at the Default Rate, and until
paid they shall be included in the Obligations Secured and secured by this
Mortgage.

         5.8. Extensions; Release of Security.

               (a) The granting of an extension or extensions of time by
Mortgagee with respect to the performance of any provision of this Mortgage or
the obligation on the part of Mortgagor to be performed, or the taking of any
additional security, or the waiver by Mortgagee or failure by Mortgagee to
enforce any provision of this Mortgage or the Loan Agreement or to declare a
default with respect thereto, shall not operate as a waiver of any subsequent
default or defaults or affect the right of Mortgagee to exercise all rights or
remedies stipulated herein and therein.

               (b) Mortgagee, without notice and without regard to the
consideration, if any, paid therefor, and notwithstanding the existence at that
time of any inferior liens thereon, may release any part of the security
described herein or any person liable for the Obligations Secured without in any
way affecting the priority of the lien of this Mortgage, to the full extent of
the Obligations Secured remaining unpaid hereunder upon any part of the security
not expressly released and may agree with any party obligated on the Obligations
Secured or having any interest in the security described herein to extend the
time for payment of any part or all of the Obligations Secured. Such agreement
shall not, in any way, release or impair the lien hereof, but shall extend the


                                      -25-
<PAGE>

lien hereof as against the title of all parties having any interest in said
security which interest is subject to said lien.

               (c) In the event Mortgagee (i) releases, as aforesaid, any part
of the security described herein or any person liable for the Obligations
Secured, or (ii) grants an extension of time on any payments of the Obligations
Secured, or (iii) takes other or additional security for the payment thereof, or
(iv) waives or fails to exercise any right granted herein or in the Loan
Agreement, said act or omission shall not release Mortgagor, subsequent
transferees of the Mortgaged Property or any part thereof, or makers or sureties
of this Mortgage or of the Obligations Secured, from any covenant of this
Mortgage or of the Obligations Secured, nor preclude Mortgagee from exercising
any right, power or privilege herein granted or intended to be granted in the
event of any other default then made or any subsequent default.

               (d) A portion of the Mortgaged Property may be released from the
lien of this Mortgage subject to and in accordance with the provisions of
Section 2.5 of the Loan Agreement.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1. Invalid Provisions Disregarded. If any term or provision of this
Mortgage or the application thereof to any person or circumstances shall, to any
extent, be invalid or unenforceable, the remainder of this Mortgage, or the
application of such term or the provision to persons or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Mortgage shall be valid and be
enforced to the fullest extent permitted by law.

         6.2. Applicable Law. This Mortgage is delivered and intended to be
performed in the Commonwealth of Pennsylvania and shall be construed in
accordance with the laws of said Commonwealth.

         6.3. Notices. Unless otherwise expressly provided under this Mortgage,
all notices, requests, demands, directions and other communications
(collectively "notices") given to or made upon any party under the provisions of
this Mortgage (and unless otherwise specified, in each other Loan Document)
shall be in writing and shall be delivered by hand, nationally recognized
overnight courier or U.S. mail (certified, return receipt requested) to the
respective parties at the following addresses or in accordance with any
subsequent unrevoked written direction from any party to the others:

                           If to Mortgagor:

                           Halifax Plaza Associates, L.P.
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050
                           Attention: Leo S. Ullman


                                      -26-
<PAGE>


                           with a copy to:

                           Stuart H. Widowski, Esquire
                           c/o Cedar Bay Realty Advisors, Inc.
                           44 South Bayles Avenue, Suite 304
                           Port Washington, NY  11050

                           If to Mortgagee:

                           Citizens Bank Of Pennsylvania
                           2001 Market Street, 6th Floor
                           Philadelphia, Pennsylvania  19103-7053
                           Attention:  Mr. Robert L. Schopf
                                       Vice President

                           with a copy to:

                           Pepper Hamilton LLP
                           400 Berwyn Park
                           899 Cassatt Road
                           Berwyn, Pennsylvania  19312
                           Attention: David H. Huggler, Esq.

All notices shall, except as otherwise expressly provided in this Mortgage, be
effective (a) in the case of hand-delivered notice, when hand delivered, (c) if
given by U.S. mail, upon delivery or, if delivery is refused, on the date
delivery is first attempted, and (d) if given by any other means (including by
air courier), when delivered.

         6.4. Captions. The captions appearing in this Mortgage are inserted
solely for convenience of reference and shall not constitute a part of this
Mortgage, nor shall they in any way affect its meaning, construction or effect.

         6.5. Construction. The word "Mortgagor" whenever used herein is
intended to and shall be construed to mean the partnership which executes these
presents, and its successors and assigns.

         6.6. Usury. Nothing herein contained nor any transaction related
thereto shall be construed or shall so operate either presently or prospectively
to require Mortgagor (a) to pay interest at a rate greater than is now lawful in
such case to contract for, but shall require payment of interest only to the
extent of such lawful rate, or (b) to make any payment or do any act contrary to
law, but if any clause or provision herein contained shall otherwise so operate
to invalidate this Mortgage or the Note secured hereby, in whole or in part,
then such clause or provision only shall be disregarded as though not herein
contained and the remainder of this Mortgage shall remain operative and in full
force and effect. Any interest paid in excess of the lawful rate shall be
refunded to Mortgagor. Such refund shall be made by application of the excessive
amount of interest paid against any sums outstanding under the Obligations
Secured and shall be applied in such order as Mortgagee may determine. If the


                                      -27-

<PAGE>

excessive amount of interest paid exceeds the sums outstanding under the
Obligations Secured, the portion exceeding the said sums outstanding under the
Obligations Secured shall be refunded in cash by Mortgagee. Any such crediting
or refund shall not cure or waive any default by Mortgagor hereunder or under
the Obligations Secured. Mortgagor agrees, however, that in determining whether
or not any interest payable under the Obligations Secured or this Mortgage
exceeds the highest rate permitted by law, any non-principal payment (except
payments specifically stated in the obligation to be "interest"), including,
without limitation prepayment premiums and late charges, shall be deemed, to the
extent permitted by law, to be an expense, fee, premium or penalty rather than
interest.

         6.7. Certain Advances. As contemplated by 42 Pa. C.S.A. ss.8 144, this
Mortgage secures, and the Obligations Secured include, the unpaid balances of
any advances made with respect to the Mortgaged Property for the payment of
taxes, assessments, maintenance charges, insurance premiums or costs incurred
for the protection of the Mortgaged Property or the lien of this Mortgage and
expenses incurred by Mortgagee by reason of default by Mortgagor under this
Mortgage.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







                                      -28-
<PAGE>


                  IN WITNESS WHEREOF, Mortgagor has caused these presents to be
duly executed under seal, the day and year first above written.

                                     HALIFAX PLAZA ASSOCIATES, L.P., a Delaware
                                     limited partnership, by its sole general
                                     partner, as follows:

                                         CIF-Halifax Plaza Associates, LLC, a
                                         Delaware limited liability company,
                                         by its sole member, as follows:

                                           Cedar Income Fund Partnership, L.P.,
                                           a Delaware limited partnership, by
                                           its sole general partner, as follows:

                                                Cedar Income Fund, Ltd., a
                                                Maryland corporation

Attest:________________________                 By:_____________________________
       Stuart H. Widowski                          Brenda J. Walker
       Secretary                                   Vice President

The address of the within-named
Mortgagee is:

Citizens Bank of Pennsylvania
2001 Market Street, 6th Floor
Philadelphia, Pennsylvania  19103-7053

_____________________________
On behalf of the Mortgagee


<PAGE>


STATE OF                     )
                             ) SS
COUNTY OF __________________ )


         On this, the ___ day of _____________, 2003, before me a Notary Public
in and for the State and County aforesaid, personally appeared Brenda J. Walker
and Stuart H. Widowski, who acknowledged themselves to be the Vice President and
Secretary, respectively, of Cedar Income Fund, Ltd., a Maryland corporation, the
sole general partner of Cedar Income Fund Partnership, L.P., a Delaware limited
partnership, the sole member of CIF-Halifax Plaza Associates, LLC, a Delaware
limited liability company, the sole general partner of HALIFAX PLAZA ASSOCIATES,
L.P., a Delaware limited partnership, and that as such officers being authorized
to do so, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation, as sole general partner of the
partnership.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                                     ________________________
                                                     Notary Public
                                                     My Commission Expires:


<PAGE>


                                    Exhibit A

                                Legal Description



