FORM OF TRUST AGREEMENT

EXHIBIT 4(b)

TRUST AGREEMENT

In the City of San Juan, Commonwealth of Puerto Rico, this _______________
(____) day of February, Nineteen Hundred and Ninety-Five (1995).

BEFORE ME
JAVIER FERRER CANALS

Attorney-at-law and Notary Public in and for the Commonwealth of Puerto Rico,
with residence in San Juan, Puerto Rico and offices at One Six Seven (167) Ponce
de Leon Avenue, Hato Rey, Puerto Rico.

OF THE FIRST PART: PUERTO RICO INDUSTRIAL, TOURIST, EDUCATIONAL, MEDICAL AND
ENVIRONMENTAL CONTROL FACILITIES FINANCING AUTHORITY (hereinafter referred to as
the "Authority"), a public corporation and a governmental instrumentality of the
Commonwealth of Puerto Rico, Internal Revenue Service Employer Identification
Number 66-0426994, herein represented by its Executive Director, GREGORY
KAUFMAN, Social Security Number ###-##-####, who is of legal age, single, an
attorney and a resident of San Juan, Puerto Rico, whose authority to execute
this Deed, he agrees to show whenever and wherever properly required to do so.

OF THE SECOND PART: BANCO POPULAR DE PUERTO RICO, a bank organized and
existing under the laws of the Commonwealth of Puerto Rico, having its principal
corporate trust office in Hato Rey, Puerto Rico, which is authorized under laws
of the Commonwealth of Puerto Rico to exercise corporate trust powers (said bank
and any other bank or trust company becoming successor trustee under this
Agreement being hereinafter sometimes called the "Trustee"), Internal Revenue
Service Employer Identification Number 66-0175278, and represented

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herein by its Senior Vice President, Luis R. Cintron, Social Security Number
###-##-####, of legal age, married, a banker and a resident of Guaynabo, Puerto
Rico, who has been duly authorized to appear herein on behalf of the Trustee and
whose authority to execute this Deed, he agrees to show whenever and wherever
properly required to do so.

I, the Notary, do hereby certify that I am personally acquainted with the
appearing parties, and by their statements, I further certify as to their age,
civil status, occupation and residence. They assure me of having and in my
judgment they do have, the necessary legal capacity to execute this instrument,
and wherefore, in consequence thereof, they freely:

STATE

FIRST: That by Act Number One Hundred Twenty-One (121) of the Legislature of
Puerto Rico, approved June twenty-seven (27), of Nineteen Hundred Seventy-Seven
(1977), as amended (the "Act"), the Authority was created a body corporate and
politic constituting a public corporation and governmental instrumentality of
the Commonwealth of Puerto Rico (the "Commonwealth").

SECOND: That the Authority is authorized under the Act to borrow money and
issue bonds therefor for the purpose of providing funds to pay all or any part
of the cost of constructing improvements, additions, extensions or enlargements
of any industrial, tourist, educational, medical or environmental control
facilities, the principal of and the premium, if any, and the interest on which
bonds shall be payable solely from the funds provided by the obligor under the
financing agreement in respect of such facility.

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THIRD: PALMA REAL ASSOCIATES, S.E. (the "Borrower"), a partnership
organized and existing under the laws of the Commonwealth, has made a loan
application to the Authority to, among other things, to provide funds for (i)
the acquisition, construction, development, equipping, installation and
improvement of a certain shopping center, to be located in Humacao, Puerto Rico,
to be known as Plaza Palma Real (the "Shopping Center"), (ii) the deposit of the
Reserve Fund Amount in the Reserve Fund (both as hereinafter defined), and (iii)
the payment of other costs, expenses and fees incurred in connection with the
issuance of the Bonds.

FOURTH: The Authority has entered into a Loan Agreement, dated as of the Date
of Issuance (as hereinafter defined), with the Borrower (the "Loan Agreement"),
providing for the financing of the Project; the issuance of bonds of the
Authority to pay all or part of the Cost (as hereinafter defined) of the
Project, and the obligation of the Borrower to pay, or cause to be paid, to the
Authority amounts sufficient to pay the principal of and the redemption premium,
if any, and the interest on such Bonds.

FIFTH: The Authority is entering into this Agreement for the purpose of
issuing FORTY THREE MILLION FOUR HUNDRED AND FIFTY THOUSAND DOLLARS
($43,450,000) aggregate principal amount of its Industrial Revenue Bonds,
Nineteen Hundred Ninety-Five (1995) Series A (Plaza Palma Real Project) (the
"Bonds"), dated the Date of Issuance, and securing the payment thereof by
assigning certain of its interests in the Loan Agreement, including its rights
to a portion of the payments thereunder; and

SIXTH: In order to secure the Borrower's

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obligations under the Loan Agreement, the Guarantor (as hereinafter defined) has
entered into a certain Guaranty Agreement (as hereinafter defined) dated the
Date of Issuance by and between the Guarantor and the Authority pursuant to
which the Guarantor will guaranty the payment of the principal of and interest
on the Bonds in accordance with their terms up to the Enhancement Amount (as
hereinafter defined).

SEVENTH: In order to secure its obligations under the Loan Agreement, the
Borrower under the terms of a Pledge Agreement dated the Date of Issuance, by
and between the Borrower and the Authority (the "Pledge Agreement"), will pledge
the Mortgage Note (as hereinafter defined) which is secured by the Mortgage (as
hereinafter defined) on certain real properties of the Borrower where the
Shopping Center is to be located. To secure the payment of the Bonds, the
Authority proposes to assign its rights under the Pledge Agreement to the
Trustee for the benefit of the Bondholders.

EIGHTH: That in order to further secure its obligations under the Loan
Agreement, the Borrower, under the terms of a Collateral Assignment of Lessor's
Interest in Leases dated the Date of Issuance (the "Collateral Assignment") by
and between the Borrower and the Authority, will assign its rights in certain
Leases in connection with its ownership of the Shopping Center to the Authority.
To further secure the payment of the Bonds, the Authority proposes to assign its
rights under the Collateral Assignment to the Trustee for the benefit of the
Bondholders.

NINTH: The Authority has determined that the Bonds to be issued hereunder and
the certificate of

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authentication to be endorsed thereon by the Trustee shall be, respectively,
substantially in the form attached hereto as Exhibit A, with such variations,
omissions and insertions as are required or permitted by this Agreement.

TENTH: The execution and delivery of this Agreement, the Loan Agreement, the
Guaranty Agreement, the Pledge Agreement, the Collateral Assignment, and the
Mortgage, have been duly authorized by a resolution of the Authority; and

ELEVENTH: All acts, conditions and things required by the Puerto Rico Federal
Relations Act, by the Constitution and laws of the Commonwealth and the rules
and regulations of the Authority to happen, exist and be performed precedent to
and in the execution and delivery of this Agreement and the Loan Agreement have
happened, exist and have been performed as so required in order to make this
Agreement a legal, valid and binding trust agreement for the security of the
Bonds in accordance with its terms and in order to make the Loan Agreement a
legal, valid and binding loan agreement in accordance with its terms; and

TWELFTH: The Trustee has accepted the trusts created by this Agreement and in
evidence thereof has joined in the execution hereof; now, therefore,

WITNESSETH

That in consideration of the premises, of the acceptance by the Trustee of
the trusts hereby created, and of the purchase and acceptance of the Bonds by
the holders thereof, and for the purpose of fixing and declaring the terms and
conditions upon which the Bonds are to be issued, executed, authenticated,
delivered, secured and accepted by all persons who shall from time to time be or
become

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holders thereof, and in order to secure the payments of the principal of all the
Bonds at any time issued and Outstanding and the premium, if any, and the
interest thereon according to their tenor, purport and effect, and in order to
secure the performance and observance of all the covenants, agreements and
conditions therein and herein contained, the Authority has executed and does
hereby assign to the Trustee the Authority's rights, title and interest in and
to the Loan Agreement, the Pledge Agreement, the Mortgage Note, the Mortgage,
and the Collateral Assignment (except for its rights under Sections 4.05, 4.06,
5.08 and 7.04 of the Loan Agreement to payment of certain costs and expenses and
to indemnification, and to individual and corporate rights to exemption from
liability under Sections 5.06, 10.14 and 10.15 of the Loan Agreement), as
security for the payment of the Bonds and the premium, if any, and the interest
thereon, and as security for the satisfaction of any other obligation assumed by
the Authority in connection with such Bonds, and it is so mutually agreed and
covenanted by and between the parties hereto, for the equal and proportionate
benefit and security of all and singular the present and future holders of the
Bonds issued under this Agreement without preference, priority or distinction as
to lien or otherwise, except as otherwise hereinafter provided, of any one Bond
over any other Bond, by reason of priority in the issue, sale or negotiation
thereof or otherwise;

TO HAVE AND TO HOLD the trust estate forever subject, however, to the rights
of the Borrower under the Loan Agreement, the Mortgage, the Mortgage Note, the
Collateral Assignment and the Pledge

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Agreement to the exceptions, reservations and matters therein and herein recited
but in TRUST, nevertheless, for the equal and proportionate benefit and security
of the owners from time to time of the Bonds authenticated and delivered
hereunder and issued by the Authority and Outstanding, without preference,
priority or distinction as to lien or otherwise, except as otherwise hereinafter
provided, of any one Bond over any other Bond, by reason of priority in the
issue, sale or negotiation thereof or otherwise.

PROVIDED, HOWEVER, that if, after the rights, title and interest of the
Trustee in and to the estate pledged and assigned to it under this Agreement
shall have ceased, terminated and become void in accordance with Article XIII
hereof, the principal of and interest on all of the Bonds shall have been paid
to the Bondholders, or shall have been paid to the Borrower pursuant to Section
505 hereof, then this Agreement and all covenants, agreements and other
obligations of the Authority, hereunder shall cease, terminate and become void,
and thereupon the Trustee shall cancel and discharge this Agreement and execute
and deliver to the Authority and the Borrower such instruments in writing as
shall be required to evidence the discharge hereof; otherwise this Agreement is
to be and remain in full force and effect.

THIS DEED OF TRUST FURTHER WITNESSETH

And it is expressly declared, that all Bonds issued and secured hereunder are
to be issued, authenticated and delivered and the payments under the Loan
Agreement and other revenues and funds hereby pledged are to be dealt with and
disposed of under, upon and subject to the terms, conditions,

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stipulations, covenants, agreements, trusts, uses and purposes as hereinafter
expressed, and the Authority has agreed and covenanted, and does hereby agree
and covenant, with the Trustee and with the owners, from time to time, of the
Bonds, or any portion thereof, as follows, that is to say:

AGREEMENT
ARTICLE I
Definitions

Section 101. Definitions. In addition to words and terms elsewhere defined
-----------
in this Agreement, the following words and terms shall have the following
meanings, unless the context requires otherwise:

"Act" shall mean Act No. 121 of the Legislature of the Commonwealth, approved
June 27, 1977, as amended, and all future acts supplemental thereto or
amendatory thereof.

"Act of Bankruptcy" when used with respect to any Person shall mean the
filing of a petition of bankruptcy by or against such Person or any other
commencement of a bankruptcy or similar proceeding under any applicable
bankruptcy, insolvency, reorganization or similar law as now or hereafter in
effect.

"Administrative Fee" shall mean the single fee payable to the Authority in
the amount of one percent (1%) of the principal amount of the Bonds.

"Affiliate" shall mean, with respect to the Borrower, any Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with, the Borrower and includes its subsidiaries. For the purposes of this
definition, a Person shall be deemed to control another Person if such Person
possesses, directly or indirectly, the power to direct or cause the

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direction of management and policies of such other Person, whether through the
ownership of voting securities, by contract or otherwise.

"Agreement" means this Trust Agreement, dated the Date of Issuance, together
with all agreements supplemental hereto as herein permitted.

"Appraisal" shall mean, at any time, and from time to time, the appraisal (or
update of a prior appraisal) of the Shopping Center carried out by the
Appraiser, made within one (1) year of the date on which it is to be used
pursuant to the provisions hereof, reflecting such Appraiser's valuation of the
market value of the Shopping Center in accordance with the general practice for
the appraisal of properties of the same nature, including customary
qualifications, and taking into consideration any outstanding or contemplated
financing.

"Appraised Value" shall mean, at any time, and from time to time, the then
current appraised value of the Shopping Center as reflected in the most recent
Appraisal.

"Appraiser" shall mean, as applicable, Robert F. McCloskey & Associates,
Vallejo & Vallejo, or any other appraiser acceptable to the Authority and the
Rating Agency (in the case of the Rating Agency only until the then current
Enhancement Amount is less than or equal to twenty five percent (25%) of the
then current Exposure Amount), who shall be a member of the Appraisal Institute
(MAI), duly licensed in the Commonwealth.

"Authority" shall mean Puerto Rico Industrial, Tourist, Educational, Medical
and Environmental Control Facilities Financing Authority, a body corporate and
politic constituting a public corporation and governmental instrumentality of
the

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Commonwealth and any successor thereto.

"Authority Representative" shall mean each of the persons at the time
designated to act on behalf of the Authority in a written certificate furnished
to the Borrower and the Trustee containing the specimen signature of each such
person and signed on behalf of the Authority by an authorized officer thereof.

"Borrower Representative" shall mean each of the persons at the
time designated to act on behalf of the Borrower by written certificate
furnished to the Authority and the Trustee containing the specimen signature of
such persons and signed on behalf of the Borrower by an authorized
representative of the Borrower.

"Board" shall mean the board of directors of the Authority as constituted
from time to time and defined by the Act, or if said Board shall be abolished,
then the board, body or officer succeeding to the principal functions thereof or
to whom the powers of the Authority shall be given by law.


"Bond Fund" shall mean the fund created by Section 501 of this Agreement.

"Bondholder" or "holder" shall mean the registered owner of any Bond issued
under the provisions of Section 208 of this Agreement.

"Bonds" shall mean the bonds authorized to be issued under Section 208 of
this Agreement.

"Borrower" shall mean Palma Real Associates, S.E., a partnership organized
under the laws of the Commonwealth, and its successors and permitted assigns and
any surviving, resulting or transferee corporation or other Person.


"Business Day" shall mean any day of the year other than a Saturday, Sunday,
or other day on which

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banks in San Juan, Puerto Rico are authorized or required by law or executive
order to close.

"Collateral" shall mean the funds which shall be on deposit at any time
or from time to time in the Collateral Fund, in an amount at least equal to the
then current Enhancement Amount.

"Casualty and Condemnation Award Fund" shall mean the fund created by Section
512 of this Agreement.

"Code" shall mean the United States Internal Revenue Code of 1986, and the
rules and regulations thereunder, as the same may be amended or supplemented
from time to time.

"Collateral Assignment" shall mean the Collateral Assignment of Lessor's
Interest in Leases dated the Date of Issuance between the Borrower and the
Authority providing for the assignment as collateral of all Leases.

"Collateral Documents" shall mean all or any portion of the following, as
the context indicates: (i) the Mortgage; (ii) the Mortgage Note; (iii) the
Collateral Assignment; and (iv) the Pledge Agreement.

"Collateral Fund" shall mean the fund created by Section 515 of this
Agreement.

"Commonwealth" shall mean the Commonwealth of Puerto Rico.

"Completion Date" shall have the meaning ascribed such term in Section 3.06
of the Loan Agreement.

"Cost" as applied to the Project, without intending thereby to limit or
restrict any proper definition of such word under the Act, shall have the
meaning set forth in Section 403 of this Agreement.

"Credit Enhancement" shall mean the Guaranty Agreement or the Letter of
Credit, as applicable, so

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long as credit enhancement shall be required pursuant to the provisions of
Section 4.01(e) and Section 4.01(f) of the Loan Agreement.

"Date of Issuance" shall mean February __, nineteen hundred ninety five
(1995).

"Debt Service Factor" shall equal 9.34

"Defaulted Interest" shall mean the meaning specified in Section 203 hereof.

"Depositor" shall mean the Borrower, the Guarantor, the Letter of Credit Bank
or any other Person who deposits the Cash Collateral in the Collateral Fund.

"Depository" shall mean any Bank authorized to receive funds of the
Commonwealth.

"Determination Date" shall mean the sixtieth (60th) day immediately preceding
each Principal Payment Date, commencing with the Principal Payment Date
occurring on January first (1st), nineteen hundred ninety six (1996).

"Enhancement Amount" shall mean the amount which shall be available from time
to time for the Payment of the Bonds under the Credit Enhancement or in Cash
Collateral, which amount shall on the Date of Issuance equal $43,473,608.75,
representing the principal of and two hundred ten (210) days interest on the
Bonds at 8.1%, less the Reserve Fund Amount, which amount shall be reduced on
each Principal Payment Date to the principal amount of the Bonds then
outstanding and two hundred ten (210) days simple interest thereon at 8.1%, less
the Reserve Fund Amount, as such amount may be further reduced from time to
time, initially upon Enhancement Amount Reduction Determination(s) and
thereafter upon permitted Enhancement Amount Reduction Certifications or other
Enhancement Amount Reduction

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Determinations.

"Enhancement Amount Reduction Certification" shall mean, for such period as
the then current Enhancement Amount shall be less than or equal to twenty five
percent (25%) of the then current Exposure Amount, the reduction(s) in the
Enhancement Amount, if any, resulting from a certification by the Independent
Accountant, given in writing to the Trustee, providing: (i) the then current
Lower Net Operating Income; (ii) the then current Unenhanced Amount; (iii) the
difference between the then current Exposure Amount and the then current
Unenhanced Amount; and (iv) to the extent the amount in (iii) shall be positive,
a certification that such amount plus two hundred ten (210) days' interest
thereon at ___% is the new Enhancement Amount. The foregoing certification may
contain customary qualifications for opinion letters by accountants.

"Enhancement Amount Reduction Determination" shall mean the determination
made at any time by the Rating Agency given in writing to the Trustee providing:
(i) that the Enhancement Amount may be reduced or eliminated; (ii) for the new
Enhancement Amount, if any; (iii) that the Bonds will continue to be rated not
lower than "A" after the reduction in the Enhancement Amount contemplated under
(i) above; and (iv) to the extent that the Enhancement Amount shall be reduced
to an amount less than or equal to twenty-five percent (25%) of the then current
Exposure Amount, for the establishment of the Maximum Loan to Value Ratio and
the Minimum Debt Service Coverage Ratio.

"Event of Default" shall mean those events set forth in Section 7.01 of the
Loan Agreement.

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"Event of Taxability" shall have the meaning ascribed to such term in Section
5.10 of the Loan Agreement.

"Executive Director" shall mean the Executive Director, the Assistant
Executive Director or the Acting Executive Director of the Authority, or if
there is no Executive Director, Assistant Executive Director or Acting Executive
Director, then any person designated by the Board or authorized by the by-laws
of the Authority to perform the functions of the Executive Director.

"Exposure Amount" shall mean, at any time, the difference, if any, between
the principal amount of and accrued but unpaid interest on the Bonds at such
time Outstanding and the aggregate amount of funds deposited under the Trust
Agreement which are available for the payment of principal and interest on the
Bonds (including capitalized interest in the Project Fund, and any amounts
therein after the Completion Date, Mandatory Project Termination Date or after
notice by the Borrower that the Project will not be completed) without taking
into account moneys, if any, in the Collateral Fund.

"Government Obligations" shall mean: (i) direct obligations of, or
obligations the principal of and the interest on which are unconditionally
guaranteed by, the United States of America; and (ii) any certificates or other
evidences of an ownership interest in obligations or in specified portions
thereof (which may consist of specified portions of the principal thereof or the
interest thereon) of the character described in clause (i); provided that such
certificates or other evidences of an ownership interest referred to in clause
(ii) are rated within the highest rating category issued by a nationally

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recognized statistical rating agency.

"Guarantor" shall mean the Initial Guarantor and any Successor Guarantor, and
any successor or assign thereof.

"Guaranty Agreement" shall mean the Initial Guaranty Agreement and any
Successor Guaranty Agreement, as the case may be.

"Highest Lawful Rate" shall mean the maximum rate of interest permitted from
day to day by applicable law.

"Independent Accountant" shall mean Kevane, Peterson, Soto and Pasarell or
any firm of certified public accountants of recognized standing in the
Commonwealth, which may also be the firm which audits the books of the Borrower,
which is independent with respect to the Borrower within the meaning of the Code
of Professional Ethics of the American Institute of Certified Public
Accountants.

"Industrial Facilities" shall have the meaning given to such term by Section
3 of the Act.

"Initial Guarantor" shall mean Wal-Mart Stores, Inc., a corporation organized
under the laws of the State of Delaware, and any successors or assigns.

"Initial Guaranty Agreement" shall mean that certain Guaranty, dated the Date
of Issuance, between the Authority and the Guarantor providing for the
Guarantor's guaranty of the Bonds up to the Enhancement Amount.

"Initial Letter of Credit" shall mean the irrevocable, transferable, stand-by
Initial Letter of Credit issued by the Initial Letter of Credit Bank in a form
reasonably acceptable to the Trustee, for a minimum term of one (1) year and a
maximum term of two (2) years, in an amount sufficient to cover the then current
Enhancement Amount.

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"Initial Letter of Credit Bank" shall mean a banking association, bank or
trust company or branch or agency thereof that meets the Rating Requirement and
issues the Initial Letter of Credit.

"Interest Payment Dates" shall mean the first (1st) of each month commencing
March first (1st), nineteen ninety five (1995).

"Investment Agreement" means an agreement providing for the investment of
funds held under this Agreement, whether in the form of an interest bearing time
account, repurchase agreement or any similar arrangement, entered into between
the Trustee and a financial institution, located in the Commonwealth.

"Investment Obligations" shall mean Government Obligations and any of the
following investments or securities which are rated within the highest credit
rating (without regard to any gradations within such categories by numerical
qualifier or otherwise) issued by a Rating Agency, or such lower rating which is
acceptable to the Rating Agency in its sole discretion, which acceptability
shall be so confirmed in writing by the Rating Agency to the Trustee), issued by
any nationally recognized statistical rating service and which have maturities
of not more than one (1) year: (i) bonds, debentures or notes issued by any of
the following: Banks for Cooperatives, Federal Intermediate Credit Banks,
Federal Home Loan Banks, Export-Import Bank of the United States, Government
National Mortgage Association, Federal Land Banks, or the Federal National
Mortgage Association (including participation certificates issued by such
Association), (ii) obligations of the Commonwealth or any of its
instrumentalities or political

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subdivisions, (iii) all other obligations issued or unconditionally guaranteed
as to principal and interest by an agency or Person controlled or supervised by
and acting as an instrumentality of the United States of America pursuant to
authority granted by the Congress of the United States of America, (iv) time
deposits, certificates of deposit or similar arrangements with the Trustee or
any bank organized under the laws of the United States of America, any state
thereof or the Commonwealth having reported capital and surplus of not less than
FIFTY MILLION DOLLARS ($50,000,000) and reported deposits of not less than TWO
HUNDRED FIFTY MILLION DOLLARS ($250,000,000) and which has been designated by
the Secretary of the Treasury of the Commonwealth as a Depository for public
funds, fully secured in the manner provided in Section 601 hereof, (v) bankers'
acceptances (other than by the Borrower and its subsidiaries or affiliates)
drawn on and accepted by any commercial bank (including the Trustee) organized
under the laws of the United States of America or any state thereof or the
Commonwealth which is a member of the Federal Deposit Insurance Corporation
having reported capital and surplus of not less than FIFTY MILLION DOLLARS
($50,000,000) and reported deposits of not less than TWO HUNDRED FIFTY MILLION
DOLLARS ($250,000,000), (vi) repurchase agreements (including repurchase
agreements with the Trustee) with primary dealers or subsidiaries thereof with
respect to Government Obligations or any of the investments or securities
referred to in subsections (i), (ii), (iii), (iv) and (v) above, (vii)
commercial paper of any corporation, other than the Borrower and its
subsidiaries or affiliates and

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(viii) bonds, debentures, notes and other obligations of any corporation, other
than the Borrower and its subsidiaries or affiliates and (ix) an Investment
Agreement.

"ITA" shall mean the Puerto Rico Income Tax Act of 1954, as amended.

"Leases" shall mean all leases between the Borrower, as lessor, and the
respective lessees, for lease of commercial space in the Shopping Center, as set
forth in Exhibit A to the Collateral Assignment, and any leases which the
Borrower may enter into in the future pertaining to the Shopping Center .

"Letter of Credit" shall mean the Initial Letter of Credit or any Successor
Letter of Credit, as the case may be.

"Letter of Credit Bank" shall mean the Initial Letter of Credit Bank during
the term of the Initial Letter of Credit and thereafter shall mean the issuer of
any Successor Letter of Credit during the term of such Successor Letter of
Credit.

"Loan Agreement" shall mean the Loan Agreement, dated the Date of Issuance,
by and between the Authority and the Borrower, together with any amendments or
supplements thereto as herein permitted.

"Lower Net Operating Income" shall mean in connection with an Enhancement
Amount Reduction Certification, the lowest Net Operating Income for either of
the two (2) twelve (12) month periods comprised within any twenty-four (24)
month period preceding the date of such request, determined within one hundred
eighty (180) days of the date presented for use hereunder, all such amounts as
audited by the Independent Accountant.

"Mandatory Project Termination Date" shall have

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the meaning ascribed such term in Section 3.06 of the Loan Agreement.

"Maximum Loan to Value Ratio" shall mean the loan to value ratio established
by the Rating Agency on or after the time the then current Enhancement Amount is
reduced to an amount less than or equal to twenty-five percent (25%) of the then
current Exposure Amount pursuant to an Enhancement Amount Reduction
Determination, or any such higher ratio as the Rating Agency may, in its sole
discretion, deem appropriate, at any time thereafter, and confirmed in writing
to the Trustee.

"Minimum Debt Service Coverage Ratio" shall mean the debt service coverage
ratio established by the Rating Agency on or after the time the then current
Enhancement Amount is reduced to an amount less than or equal to twenty-five
percent (25%) of the then current Exposure Amount pursuant to an Enhancement
Amount Reduction Determination, or such lower ratio as the Rating Agency may, in
its sole discretion, deem appropriate, at any time thereafter, and confirmed in
writing to the Trustee.

"Mortgage" shall mean the mortgage on the Mortgaged Property as more fully
described therein, from the Borrower, as mortgagor, to the Authority as
mortgagee, constituted by Deed Number __ executed before Notary Public Javier
Ferrer Canals on the Date of Issuance.

"Mortgage Note" shall mean the mortgage note secured by the Mortgage to be
given by the Borrower in pledge to the Authority.

"Mortgaged Property" shall mean all the mortgaged properties as defined or
described in the Mortgage.

"Net Condemnation Proceeds" shall have the meaning ascribed such term in
Section 9.02(d) of the

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Loan Agreement.

"Net Insurance Proceeds" shall have the meaning ascribed such term in Section
9.02 of the Loan Agreement.

"Net Operating Income" shall mean, for any twelve (12) month period, after
commencement of operations at the Shopping Center, the gross revenues of the
Shopping Center (including interest on the monies in the Reserve Fund) for such
period less the operating expenses of the Shopping Center (including the
Trustee's fees, management fees, leasing commissions and the cost of tenant
improvements (such leasing commissions and tenant improvement costs being
amortized in accordance with generally accepted accounting principles
consistently applied), reserves and any other expenses incurred in the operation
of the Shopping Center) for such period (before debt service on the Bonds and
any other Indebtedness for such period, and excluding depreciation,
amortization and other similar non-cash items for such period), all such
amounts as audited by an Independent Accountant.

"Official Statement" shall mean the Official Statement dated February __,
1995, relating to the offer and sale of the Bonds.

"Outstanding" when used with reference to the Bonds, shall mean, as of a
particular date, all Bonds therefore issued and authenticated under this
Agreement except:

(a) Bonds paid or delivered to the Trustee for cancellation;

(b) Bonds deemed to have been paid in accordance with Article XIII of this
Agreement;

(c) Bonds in exchange for or in lieu of which other bonds have been
authenticated and delivered

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pursuant to this Agreement.

"Payment Date" shall mean each of the Interest Payment Dates, each of the
Principal Payment Dates, and each of the dates the principal of any Bond, and
premium, if any, becomes due and payable whether at maturity, redemption,
acceleration or otherwise.

"Payment of the Bonds" shall mean payment of the principal of, interest and
premium, if any, on all the Bonds in accordance with their terms, whether
through payment at maturity or redemption or provision for such payment in such
a manner that the Bonds shall be deemed to have been paid under Section 1301 of
this Agreement.

"Permitted Letter of Credit Deposit" shall mean the deposit of the entire
amount available under the Letter of Credit into the Collateral Fund through a
final drawing made by the Trustee prior to the expiration thereof as required by
Section 4.09(d) of the Loan Agreement.

"Person" shall mean any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

"Plans and Specifications" shall mean the final construction plans and
specifications for the Shopping Center, as the same may be revised from time to
time, prior to the completion of the Shopping Center in accordance with this
Agreement.

"Pledge Agreement" shall mean that certain Pledge Agreement relating to the
Mortgage Note, dated the Date of Issuance, between the Authority, as pledgee,
and the Borrower, as pledgor.

"Principal Payment Dates" shall mean January first (1st) and July first (1st)
of each year,

21

commencing January first (1st), Nineteen Hundred Ninety Six (1996).

"Project" shall mean: (i) the acquisition, construction, development,
equipping, installation and improvement of the Shopping Center; (ii) the deposit
of the Reserve Fund Amount in the Reserve Fund; and (iii) the payment of other
costs, expenses and fees incurred in connection with the issuance of the Bonds.

"Project Fund" shall mean the fund created by Section 401 of this Agreement.

"Rating Agency" shall mean Duff & Phelps Credit Rating Co. and its successors
in interest and any resulting, surviving or transferee entity or any other
nationally recognized securities rating service.

"Rating Requirement" shall mean in connection with the issuance of a Letter
of Credit or a Successor Guaranty Agreement, as applicable, the requirement that
the issuer of such instrument be an entity whose long term debt obligations are
rated in one of the three (3) highest rating categories (without regard to any
gradations within any such category by numerical qualifier or otherwise) by the
Rating Agency, at the time of delivery of such Letter of Credit or Successor
Guaranty Agreement.

"Regular Record Date" shall mean the fifteenth (15th) of each month
immediately preceding a Payment Date.

"Related Document" shall mean, individually or collectively as the case may
be, any or all of the Bonds, the Trust Agreement, the Mortgage, the Mortgage
Note, the Collateral Assignment, the Pledge Agreement and the Bond Purchase
Agreement.

"Reserve Fund" shall mean the Industrial Revenue

22

Bonds, Nineteen Hundred Ninety-Five (1995) Series A (Plaza Palma Real Project)
Reserve Fund, a special fund created and designated by the provisions of Section
509 of this Agreement.

"Reserve Fund Amount" shall have the meaning set forth in Section 4.01(b)(ii)
of the Loan Agreement.

"Secretary" shall mean the Secretary or any Assistant Secretary of the
Authority, or if there is no secretary or assistant secretary, then any person
designated by the Board or authorized by the by-laws of the Authority to perform
the functions of the Secretary.

"Shopping Center" shall mean the commercial shopping center, parking areas
and tangible properties to be owned and operated by the Borrower, to be known as
"Plaza Palma Real" on the Mortgaged Property located in Humacao, Puerto Rico and
includes any substitutions therefor or additions thereto or deletions therefrom.

"Special Record Date" shall mean a date fixed by the Trustee for the payment
of Defaulted Interest pursuant to Section 203 hereof.

"Successor Guarantor" shall mean an entity that meets the Rating Requirement
and issues the Successor Guaranty Agreement.

"Successor Guaranty Agreement" shall mean the irrevocable, transferable,
continuous guarantee, reasonably acceptable in form and substance to the Trustee
substantially similar to the Initial Guaranty Agreement, in an amount sufficient
to cover the then current Enhancement Amount.

"Successor Letter of Credit" shall mean the irrevocable, transferable, stand
by letter of credit, reasonably acceptable in form to the Trustee, substantially
similar to the Initial Letter

23

of Credit, for a minimum term of one (1) year and a maximum term of two (2)
years in an amount sufficient to cover the then current Enhancement Amount.

"Successor Letter of Credit Bank" shall mean the issuer of the Successor
Letter of Credit that meets the Rating Requirement.

"Title Insurance" shall have the meaning ascribed such term in Section
3.07(n) of the Loan Agreement.

"Total Casualty" shall have the meaning ascribed such term in Section 9.02(a)
of the Loan Agreement.

"Total Taking" shall have the meaning ascribed such term in Section
9.02(d)(i) of the Loan Agreement.

"Trustee" shall mean the bank or trust company at the time serving as Trustee
under this Agreement.

"Trustee Fees" shall mean fees payable to the Trustee pursuant to this
Agreement.

"Underwriter" shall mean PaineWebber Incorporated of Puerto Rico.

"Unenhanced Amount" shall mean the lower of: (i) the product of the Appraised
Value and the Maximum Loan to Value Ratio; and (ii) the amount derived by
dividing (x) the quotient resulting from dividing the Lower Net Operating Income
by the Debt Service Factor, by (y) the Minimum Debt Service Coverage Ratio.

Section 102. Miscellaneous. Words of the masculine gender shall be deemed
-------------
and construed to include correlative words of the feminine and neuter genders.
Unless the context shall otherwise indicate, "Bond", "Bondholder", "owner", and
"person" shall include the plural as well as the singular number.

ARTICLE TWO (2)

24

Form, Execution, Authentication, Delivery
and Exchange of Bonds

Section 201. Limitation on Issuance of Bonds. No Bonds may be issued under
-------------------------------
the provisions of this Agreement except in accordance with the provisions of
this Article.

Section 202. Form of Bonds. The definitive Bonds, are issuable as fully
-------------
registered Bonds without coupons. The Bonds shall be issuable in denominations
of FIVE THOUSAND DOLLARS ($5,000) and any multiple thereof. The definitive
Bonds and the certificates of authentication to be endorsed by the Trustee shall
be substantially in the form attached hereto as Exhibit A with such appropriate
variations, omissions and insertions as are permitted or required by this
Agreement. All Bonds may have endorsed thereon such legends or text as may be
necessary or appropriate to conform to any applicable rules and regulations of
any governmental authority or of any securities exchange on which the Bonds may
be listed or traded or any usage or requirement of law with respect thereto or
as may be authorized by the Authority and approved by the Trustee.

Section 203. Details of Bonds. The Bonds shall be dated, shall bear
----------------
interest until their payment and shall be stated to mature (subject to the right
of prior redemption), all as hereinafter provided.

Each Bond shall bear interest from the Interest Payment Date next preceding
the date on which it is authenticated, unless authenticated on an Interest
Payment Date, in which case it shall bear interest from such Interest Payment
Date, or, unless authenticated prior to the first Interest Payment Date, in
which case it shall bear interest from the Date of Issuance; provided, however,
that if at the

25

time of authentication of any Bond interest is in default, such Bond shall bear
interest from the date to which interest shall have been paid.

Interest on the Bonds shall be computed on the basis of a three hundred sixty
(360) day year of twelve (12) thirty (30) day months. The Bonds shall be signed
by, or bear the facsimile signature of, the Executive Director and shall be
signed by, or bear the facsimile signature of, the Secretary, and a facsimile of
the corporate seal of the Authority shall be imprinted on the Bonds.

In case any officer whose signature or a facsimile of whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such
Bonds, such signature or such facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained in office until such
delivery. Any Bond may bear the facsimile signature of or may be signed by such
persons as at the actual time of the execution of such Bond shall be the proper
officers to sign such Bond although at the date of such Bond such persons may
not have been such officers.

The principal of and the premium, if any, and the interest on the Bonds shall
be payable in any coin or currency of the United States of America which on the
respective dates of payment thereof is legal tender for the payment of public
and private debts. The principal of all Bonds and any premium, if any, thereon
shall be payable only to the registered owner or his legal representative at the
corporate trust office of the Trustee, and payment of the interest on each Bond
which is payable and is punctually paid or duly provided for shall be made by
the Trustee on each Interest Payment Date to the

26

Person in whose name such Bond is registered at the close of business on the
Regular Record Date, by check mailed to such registered owner at its address as
it appears on such registration books kept by the Trustee or at the request of a
holder who initially purchases or subsequently acquires at least One Million
Dollars ($1,000,000) aggregate principal amount of Bonds, by wire transfer to
the bank account of such holder, provided he files his bank account number with
the Trustee for such purposes at least five (5) Business Days prior to the first
Interest Payment Date for which such wire transfer is to be made. In the event
that any payment cannot be made by operation of the preceding sentence
(including checks mailed and returned undelivered) the funds therefor shall be
held in accordance with Section 505 and will be paid to the Bondholder only upon
presentation of such Bond to the Trustee, the Authority or the Borrower,
whichever is then holding the funds therefor. Except as provided in Section 209
or Section 210 of this Agreement, payment of the principal and premium, if any,
of the Bonds shall be made upon the presentation and surrender of such Bonds as
the same shall become due and payable.

Any interest on any Bond which is payable but is not punctually paid or duly
provided for within five (5) days after the same shall become due and payable on
any Interest Payment Date for such Bond (herein called "Defaulted Interest"),
shall forthwith cease to be payable to the holder on the relevant Regular Record
Date by virtue of his having been such holder; and such Defaulted Interest may
be paid by the Authority, at its election in each case, as provided in clauses
One (1) or Two (2) below:

One: The Authority may elect to make payment of

27

any Defaulted Interest to the Persons in whose names the Bonds are registered at
the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Authority shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be
paid on each such Bond and the date of the proposed payment, and at the same
time the Authority shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than fifteen (15)
days and not less than ten (10) days prior to the date of the proposed payment
and not less than ten (10) days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Authority and
the Borrower of such Special Record Date and, in the name and at the expense of
the Authority, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each holder of such Bonds at his address as it appears in the
registration books not less than ten (10) days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such Defaulted Interest
shall

28

be paid to the Persons in whose names such Bonds are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to
the following clause Two.

Two: The Authority may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Bonds affected may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Authority to the
Trustee of the proposed payment pursuant to this clause, such payment shall be
deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Bond delivered
under this Agreement upon registration of transfer of or in exchange for or in
lieu of any other Bond shall carry the rights to unpaid principal and interest
accrued and unpaid, and to accrue, which were carried by such other Bond.

Section 204. Authentication of Bonds. Only such of the Bonds as shall have
-----------------------
endorsed thereon a certificate of authentication substantially in the form set
forth in Exhibit A, duly executed by the Trustee, shall be entitled to any
benefit or security under this Agreement. No Bond shall be valid or become
obligatory for any purpose unless and until such certificate of authentication
shall have been duly executed by the Trustee, and such certificate of the
Trustee upon any such Bond shall be conclusive evidence that such Bond has been
duly authenticated and delivered under this Agreement. The Trustee's
certificate of authentication on any Bond shall be deemed to have been duly
executed if signed by an authorized officer of the Trustee, but

29

it shall not be necessary that the same officer sign the certificate of
authentication on all of the Bonds that may be issued hereunder at any one
time.

Section 205. Exchange of Bonds. Bonds, upon surrender thereof at the
-----------------
corporate trust office of the Trustee, together with an assignment duly executed
by the owner or his attorney or legal representative in such form as shall be
satisfactory to the Trustee, may, at the option of the owner thereof, be
exchanged for an equal aggregate principal amount of Bonds, of the same
maturity, of any denomination or denominations authorized by this Agreement and
bearing interest at the same rate.

Section 206. Registration of Transfer of Bonds. The Trustee shall keep
---------------------------------
books for the registration of transfers of Bonds as provided in this Agreement.
The transfer of any Bond may be registered only upon the books kept for the
registration of transfers of Bonds upon surrender thereof to the Trustee
together with an assignment, duly executed by the registered owner or his
attorney or legal representative in such form as shall be satisfactory to the
Trustee. Upon any such registration of transfer the Authority shall execute and
the Trustee shall authenticate and deliver in exchange for such Bond a new Bond
or Bonds registered in the name of the transferee, of the same maturity, of any
denomination or denominations authorized by this Agreement and bearing interest
at the same rate.

In all cases in which Bonds shall be exchanged or the transfer of Bonds shall
be registered hereunder, the Authority shall execute and the Trustee shall
authenticate and deliver at the earliest practicable time Bonds in accordance
with the provisions of this Agreement. All Bonds surrendered in any such

30

exchange or registration of transfer shall forthwith be cancelled by the Trustee
and shall not be entitled to any of the benefits hereunder. The Authority or the
Trustee may charge a reasonable fee or service charge for every such exchange or
registration of transfer of Bonds sufficient to reimburse it for any tax or
other governmental charge required to be paid with respect to such exchange or
registration of transfer. Neither the Authority nor the Trustee shall be
required to make any such exchange or registration during the fifteen (15) days
immediately preceding the date of first giving of notice of any redemption of
Bonds or after such Bond or any portion thereof has been selected for
redemption.

The Bonds have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state or Commonwealth securities law and
may not be sold, transferred, pledged, hypothecated or otherwise disposed of, in
whole or in part, unless the Bonds are registered under the Securities Act or
the sale, transfer, pledge, hypothecation or other disposition is made pursuant
to an exemption from registration thereunder or any applicable state or
Commonwealth securities law.

During the period commencing on the Date of Issuance and terminating nine (9)
months after the date of the last sale of the Bonds by the Underwriter, the
Bonds can only be transferred to residents of the Commonwealth that comply with
the conditions set forth in the next sentence pursuant to the provisions of the
Securities Act, unless the Trustee, the Underwriter and the Borrower shall
receive an opinion of counsel acceptable to each of them to the effect that
subsequent resales and

31

transfers of the Bonds can be made in transactions that are otherwise exempt
from the registration requirements of the Securities Act without having to
comply with the restrictions on transferability set forth in this Section. The
Trustee, during such period, may not register any Bond in the name of any Person
with respect to which there is not on file with the Trustee a letter of
representation (the "Letter of Representation"), in the case of a corporation or
other form of business organization or an individual that is acquiring Bonds for
its own account, substantially in the form set forth in Exhibit B. A Letter of
Representation will not be required by the Trustee to the extent that it
receives an opinion of counsel acceptable to the Borrower, the Underwriter and
the Trustee to the effect that such transfer will not require the registration
of the Bonds under the Securities Act or result in a violation of the applicable
provisions thereof, or any applicable State or Commonwealth securities laws.

Section 207. Ownership of Bonds; Transfer of Title. As to any Bond, the
-------------------------------------
Person in whose name the same shall be registered shall be deemed and regarded
as the absolute owner thereof for all purposes, and payment of or on account of
the principal of any such Bond, premium, if any, and the interest on any such
Bond shall be made only to or upon the order of the registered owner thereof or
his legal representative. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond including the premium, if
any, and interest thereon to the extent of the sum or sums so paid.

Any owner of any Bond is hereby granted power to

32

transfer absolute title thereto by assignment thereof to a bona fide purchaser
for value (present or antecedent) without notice of prior defenses or equities
or claims of ownership enforceable against his assignor or any Person in the
chain of title and before the maturity of such Bond. Every prior owner of any
Bond shall be deemed to have waived and renounced all of his equities or rights
therein in favor of every such bona fide purchaser, and every such bona fide
purchaser shall acquire absolute title thereto and to all rights represented
thereby.

Section 208. Authorization of Bonds.
----------------------

(A) There shall be issued under and secured by this Agreement Bonds of the
Authority in the aggregate principal amount of FORTY THREE MILLION FOUR HUNDRED
AND FIFTY THOUSAND DOLLARS ($43,450,000) for the purpose of providing funds for
paying, with other available funds, the Cost of the Project. The Bonds shall be
designated "Industrial Revenue Bonds 1995 Series A (Plaza Palma Real Project)",
shall be dated as of the first (1st) day of January, Nineteen Hundred Ninety-
Five (1995), shall be numbered from RA-1 upwards, shall bear interest at such
rate or rates (not exceeding the Highest Lawful Rate) as may be provided by
resolution of the Board adopted prior to the issuance of such Bonds as set forth
below, and shall be stated to mature, subject to the right of prior redemption
as hereinafter set forth, except as otherwise herein provided, on the first
(1st) day of July in the following years and in the following amounts,
respectively: principal amount of THREE MILLION FIVE HUNDRED TEN THOUSAND
DOLLARS ($3,510,000) ("2000 Term Bonds"); principal amount of THREE MILLION
EIGHT HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($3,885,000) ("2004 Term Bonds");
principal amount of SIX MILLION EIGHT HUNDRED EIGHTY-EIGHT THOUSAND Dollars
($6,880,000) ("2009

33

Term Bonds"); principal amount of TEN MILLION TWO HUNDRED AND FIVE THOUSAND
Dollars ($10,205,000) ("2014 Term Bonds"); and principal amount of EIGHTEEN
MILLION NINE HUNDRED SEVENTY THOUSAND Dollars ($18,970,000) ("2020 Term Bonds")
(the 2000 Term Bonds, the 2004 Term Bonds, the 2009 Term Bonds, the 2014 Term
Bonds and the 2020 Term Bonds shall be collectively referred to as the "Term
Bonds").------

The interest rate or rates, maturity dates and amounts shall be as provided
in one or more resolutions of the Board authorizing the issuance thereof, which
interest rate or rates and the maturity dates and amounts may be supplemented or
changed by a certificate of the Executive Director or Assistant Executive
Director of the Board executed on the Date of Issuance if provided for in said
resolution or resolutions.

(B) The Bonds shall be executed substantially in the form and manner set
forth in Exhibit A and shall be deposited with the Trustee for authentication,
but before the Trustee shall authenticate and deliver the Bonds upon their
initial issuance there shall be filed with the Trustee the following:

(a) a copy, certified by the Secretary, of a resolution or resolutions of
the Board awarding such Bonds, specifying the interest rate or rates for the
Bonds, directing the authentication and delivery of the Bonds to or upon the
order of the purchasers mentioned therein upon payment of the purchase price
therein set forth and the accrued interest, if any, on the Bonds;

(b) the Loan Agreement duly executed;
(c) the Pledge Agreement duly executed;
(d) the Guaranty Agreement duly executed;
(e) the Mortgage Note duly executed;

34

(f) the Mortgage duly executed;
(g) the Collateral Assignment duly executed;

(h) an opinion of counsel to the Borrower to the effect that the
execution and delivery of the Loan Agreement, Pledge Agreement, the Collateral
Assignment, the Mortgage and the Mortgage Note have been duly authorized by the
Borrower, and that the Loan Agreement, the Pledge Agreement, the Collateral
Assignment, the Mortgage and the Mortgage Note are in the form so authorized and
have been duly executed by the Borrower and that, assuming proper authorization
and execution of the Loan Agreement, the Pledge Agreement, the Collateral
Assignment, the Mortgage and the Mortgage Note by the Authority, the Loan
Agreement, Pledge Agreement, the Collateral Assignment, the Mortgage and the
Mortgage Note are valid, binding and enforceable upon the Borrower in accordance
with its terms, except to the extent that the enforceability of the Loan
Agreement, Pledge Agreement, the Collateral Assignment, the Mortgage, and the
Mortgage Note may be limited by bankruptcy, insolvency or other laws affecting
creditors' rights generally and subject to general principles of equity
(regardless of whether said enforceability is considered in a proceeding in
equity or at law);

(i) an opinion of counsel, who may be counsel for the Authority, to the
effect that (i) the Authority has the legal right and power to enter into this
Agreement and the Related Documents to which it is a party and has duly
authorized and validly executed and delivered this Agreement and the Related
Documents to which it is a party and this Agreement and the Related Documents to
which it is a party are all legally valid and binding upon the Authority and
enforceable in accordance with

35

their respective terms, except to the extent that the enforceability of this
Agreement and the Related Documents to which it is a party may be limited by
bankruptcy, insolvency or other laws affecting creditors' rights generally and
subject to general principles of equity (regardless of whether said
enforceability is considered in a proceeding in equity or at law), (ii) this
Agreement creates a legally valid and effective pledge of the moneys, securities
and funds held or set aside under this Agreement as security for the Bonds,
subject to the application thereof to the purposes and on the conditions
permitted by this Agreement, and that no filing or recording of any document is
necessary in order to make such pledge effective or to continue it in effect (or
specifying the place or places, if any, where such filing or recording is
necessary and furnishing any officially authenticated certificates, or other
documents, by which such filing or recording is evidenced), (iii) the issuance
of the Bonds will not violate any provision of law or of the by-laws of the
Authority or result in the breach of, or constitute a default under, any
agreement, indenture or other instrument to which the Authority is a party or by
which it may be bound, (iv) no authorization, consent or approval or withholding
of objection of any governmental body or regulatory authority is requisite to
the legal issue of the Bonds (unless such opinion shall show that no
authorization, consent or approval or withholding of objection is requisite to
the legal issue of the Bonds, it shall specify and furnish any officially
authenticated certificates, or other documents, by which such authorization,
consent or approval or withholding of objection is evidenced), (v) the

36

Bonds are legally valid and binding direct obligations of the Authority
enforceable in accordance with their terms and the terms of this Agreement and
have been duly and validly authorized and issued in accordance with applicable
law and this Agreement, and (vi) the conditions precedent to the delivery of the
Bonds have been fulfilled, and covering such other matters as the Trustee may
reasonably request;

(j) an opinion of Bond counsel to the effect that under the provisions of
the Acts of Congress and the laws of the Commonwealth, the Bonds and the
interest thereon are exempt from Commonwealth taxation; and

(k) an opinion of counsel to the Guarantor to the effect that (a) the
execution and delivery of the Guaranty Agreement has been duly authorized by the
Guarantor, and that the Guaranty Agreement is in the form so authorized and that
assuming proper authorization and execution of the Guaranty Agreement by the
Authority the Guaranty Agreement is valid, binding and enforceable upon the
Guarantor in accordance with its terms, except to the extent that enforceability
of the Guaranty Agreement may be limited by bankruptcy, insolvency or other laws
affecting creditors' rights generally and subject to general principles of
equity (regardless of whether said enforceability is considered in a proceeding
in equity or at law) and (b) that a registration statement with respect to the
Guaranty Agreement has been filed with the United States Securities Exchange
Commission and become effective and with the Office of the Commissioner of
Financial Institutions of the Commonwealth.

(l) such other opinions and certificates as the

37

Trustee may reasonably request.

(C) When the documents mentioned in (B) above shall have been filed with
the Trustee and when the Bonds shall have been executed and authenticated as
required by this Agreement, the Trustee shall deliver the Bonds at one time to
or upon the order of the Underwriter mentioned in the resolution(s) mentioned in
clause (A) of this Section, but only upon payment to the Trustee of the purchase
price of the Bonds and the accrued interest, if any.

(D) The Trustee shall deposit the proceeds of the Bonds as follows: (1) the
Reserve Fund Amount to the credit of the Reserve Fund, (ii) an amount equal to
the accrued interest on the Bonds, if any, shall be deposited to the credit of
the Bond Fund; and (iii) the remainder to the credit of the Project Fund.

Section 209. Temporary Bonds. Until definitive Bonds are ready for
---------------
delivery, there may be executed, and upon request of the Authority, the Trustee
shall authenticate and deliver, in lieu of definitive Bonds and subject to the
same limitations and conditions, temporary printed, typewritten, engraved or
lithographed Bonds, in the form of fully registered Bonds without coupons in
such denominations, or in the form of a single fully registered Bond without
coupons in a denomination equal to the aggregate principal amount of such
definitive Bonds, with payment record attached for the notation of payments of
interest, without presentation and surrender of such registered Bond, as the
Authority by resolution may provide, substantially of the tenor hereinabove set
forth and with such appropriate omissions, insertions and variations as may be
required.

38

If temporary Bonds shall be issued, the Authority shall cause the definitive
Bonds to be prepared and to be executed and delivered to the Trustee, and the
Trustee, upon presentation to it at its corporate trust office, of any temporary
Bond, if any, shall cancel the same and authenticate and deliver in exchange
therefor at the place designated by the holder, without charge to the holder
thereof, a definitive Bond or Bonds of an equal aggregate principal amount as
the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall
in all respects be entitled to the same benefit and security of this Agreement
as the corresponding definitive Bonds to be issued and authenticated hereunder.
No charge of any kind shall be made against the holder upon an exchange of a
temporary Bond for a definitive Bond.

Section 210. Mutilated, Destroyed or Lost Bonds. A mutilated Bond may be
----------------------------------
surrendered and thereupon the Authority shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Bond of like tenor and
principal amount to the surrendered Bond.

If there be delivered to the Authority, the Borrower, and the Trustee;

(i) proof of the ownership of such Bond,
(ii) evidence to their satisfaction of the destruction or loss of such
Bond, and

(iii) such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Authority or the Trustee
that such Bond has been acquired by a bona fide purchaser, the Authority shall
execute and upon its request the Trustee shall authenticate and deliver in lieu
of any such destroyed or lost Bond,

39

a new Bond of like tenor and principal amount.

In case any such mutilated, destroyed or lost Bond has become or is about to
become due and payable, the Authority, at its discretion, instead of issuing a
new Bond, may pay principal, premium, if any, plus accrued interest on such Bond
on the stated maturity date.

Upon the issuance of any new Bond under this Section, the Authority may
require the payment from the Bondholder of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

ARTICLE III
Redemption of Bonds

Section 301. Redemption of Bonds. The Bonds issued under the provisions of
-------------------
this Agreement shall not be subject to redemption prior to their stated maturity
except as provided in this Article III.

(a) In the event the Borrower shall have become obligated to prepay the
entire amount payable under Section 4.01 of the Loan Agreement in accordance
with Subsection (a) of Section 8.02 of the Loan Agreement, the Bonds shall be
called for redemption in whole, at a redemption price equal to one hundred
percent (100%) of the principal amount thereof, without premium, plus accrued
and unpaid interest to the redemption date which date shall be the next Interest
Payment Date occurring not less than forty-five (45) days after the (i) Borrower
shall have received notice from the Authority as provided in Section 8.02(a)(i)
of the Loan Agreement, or (ii) the Authority and the Trustee shall have received
notice from the Borrower, as provided in Section

40

8.02(a)(ii) of the Loan Agreement.

(b) In the event the Borrower shall have become obligated to prepay the
entire amount payable under Section 4.01 of the Loan Agreement in accordance
with Section 8.02(b) of the Loan Agreement, the Bonds shall be called for
redemption, in whole, not later than forty-five (45) days after the Trustee
shall have received, with respect to Section 8.02(b) of the Loan Agreement, a
certificate or opinion pursuant to Section 5.10 of the Loan Agreement that an
Event of Taxability (as defined in Section 5.10 of the Loan Agreement) has
occurred making such occurrence the second time that an Event of Taxability has
occurred for a taxable year of the Borrower, at a redemption price equal to one
hundred percent (100%) of the principal amount thereof plus accrued and unpaid
interest to the date fixed for redemption, without premium.

(c) The Bonds are subject to redemption, in part, to the extent of any
balance remaining in the Project Fund on and after the dates set forth in
Section 8.03(a) of the Loan Agreement at a redemption price equal to one hundred
percent (100%) of the principal amount thereof without premium plus accrued and
unpaid interest to the date fixed for redemption and which redemption date shall
be on a date occurring not less than forty-five (45) days after the date set
forth in Section 8.03(a) of the Loan Agreement.

(d) In the event the Borrower shall elect to prepay any amount payable
under Section 4.01 of the Loan Agreement in accordance with Section 8.03(b) of
the Loan Agreement, or an event set forth in Section 8.02(c) of the Loan
Agreement shall occur, the Bonds shall be called for redemption, in whole or in
part,

41

as appropriate, at a redemption price equal to one hundred percent (100%) of the
principal amount thereof without premium, plus accrued and unpaid interest to
the redemption date which redemption date shall be on a date occurring not less
than forty-five (45) days after: (i) receipt by the Trustee of the notice
delivered pursuant to Section 8.03(b) of the Loan Agreement or (ii) receipt of
notice to the Authority of a Total Taking by eminent domain or Total Casualty
pursuant to Article IX of the Loan Agreement and deposits of casualty or
condemnation proceeds.

(e) (i) In the event that the Authority and the Trustee shall receive
written notice pursuant to Section 8.01(a)(i) of the Loan Agreement that on or
after January first (1st), Two Thousand Five (2005), the Borrower shall have
elected to prepay all or a part of the amounts payable under Section 4.01 of the
Loan Agreement pursuant to Section 8.01(a)(i) of the Loan Agreement, the Bonds
shall be redeemable at the option of the Borrower, in whole or in part, at the
respective percentages of the principal amount thereof set forth in the Loan
Agreement, plus accrued and unpaid interest to the redemption date.

(ii) In the event that the Authority and the Trustee shall receive written
notice pursuant to Section 8.01(a) (ii) of the Loan Agreement that on or before
January first (1st), Two Thousand Five (2005), the Borrower shall have elected
to prepay all or a part of the amounts payable under Section 4.01 of the Loan
Agreement pursuant to Section 8.01(a)(ii) of the Loan Agreement, the Bonds shall
be redeemable at the option of the Borrower, as a whole or in part, at the
respective percentages of the principal amount thereof set forth in the Loan

42

Agreement, plus accrued and unpaid interest to the redemption date.

(iii) In the event that the Authority and the Trustee shall receive written
notice pursuant to Section 8.01(a)(iii) of the Loan Agreement that the Borrower
shall have elected to prepay all or a part of the amounts payable under Section
4.01 of the Loan Agreement pursuant to Section 8.01(a)(iii) of the Loan
Agreement, the Bonds shall be redeemable at the option of the Borrower, in whole
or in part, at the respective percentages of the principal amount thereof set
forth in the Loan Agreement, plus accrued and unpaid interest to the redemption
date.

(f) Subject to the provisions of Section 301(g) of this Agreement, the Term
Bonds shall be called for redemption in part, in minimum denominations of Five
Thousand Dollars ($5,000), at a redemption price equal to the principal amount
thereof, without premium, plus accrued interest to the date fixed for
redemption, in accordance with Section 8.01(b) of the Loan Agreement.

(g) Except with respect to a redemption under the provisions of Section
8.01(b) of the Loan Agreement, if fewer than all of the Bonds shall be called
for redemption under the provisions of Section 8.01(a) or Section 8.03(a) and
(b) of the Loan Agreement, the Bonds shall be called for redemption in inverse
order of maturity. In all cases of redemption, if fewer than all of the Bonds
of any one maturity shall be called for redemption, the Bonds or portions of
Bonds to be redeemed shall be selected by the Trustee by such method as the
Trustee deems fair and appropriate. The portion of any Bond to be redeemed shall
be in the principal amount equal to FIVE THOUSAND DOLLARS ($5,000) or

43

any integral multiple thereof, and in selecting Bonds for redemption, the
Trustee shall treat each Bond as representing that number of Bonds which is
obtained by dividing the principal amount of such Bond by FIVE THOUSAND DOLLARS
($5,000).

(h) On each Determination Date the Trustee shall: (x) determine whether the
total principal amount of the Term Bonds of the same stated maturity as the
Bonds to be redeemed on the related Principal Payment Date which have been
cancelled (including those purchased by Borrower and delivered to the Trustee
for cancellation), called for redemption under the provisions of this Article
III, or deemed to have been paid pursuant to Article XIII, prior to such
Determination Date is greater than the total aggregate amount of Term Bonds
required to be redeemed on and prior to said Principal Payment Date, then the
amounts of Bonds so required to be redeemed on such Principal Payment Date shall
be reduced by the amount of such excess, if any; and (y) furnish the Borrower
with a certificate specifying the aggregate principal amount, if any, of Bonds
that are subject to redemption pursuant to this Section 301(h) on the related
Principal Payment Date. The amount so certified shall continue to be applicable
until such related Principal Payment Date and no adjustment shall be made
thereto by reason of Bonds cancelled or called for redemption during the period
commencing on the date of such certificate and ending on such related Principal
Payment Date.

Section 302. Redemption Notice. Subject to Section 803 hereof, at least
-----------------
thirty (30) days but not more than sixty (60) days before the redemption date of
any Bonds, the Trustee shall cause a notice of any such redemption, signed by
the Trustee to be

44

mailed, postage prepaid, to all Bondholders whose Bonds are to be redeemed. Each
such notice shall set forth, (1) the date fixed for redemption; (2) the
redemption price to be paid; (3) if fewer than all of the Bonds then Outstanding
shall be called for redemption, the distinctive numbers and letters, if any, of
such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only,
the portion of the principal amount thereof to be redeemed; (4) that on the date
fixed for redemption such redemption price will become due and payable upon each
Bond or portion thereof called for redemption, and that interest thereon shall
cease to accrue on and after said redemption date; (5) the place where such
Bonds or portions thereof called for redemption are to be surrendered for
payment of such redemption price; (6) specifying the subsection of Section 301
hereof pursuant to which the Bonds are being redeemed; and (7) such other
information as may be required to comply with the requirements of Securities
Exchange Act of 1934 Release No. 34-23856 (the "Release") issued on December
three (3) Nineteen Hundred Eighty-Six (1986). In case any Bond is to be
redeemed in part only, the notice of redemption which relates to such Bond shall
state also that on or after the redemption date, upon surrender of such Bond, a
new Bond or Bonds in principal amount equal to the unredeemed principal portion
of such Bond will be issued. Failure to comply with the requirements of the
Release or any defect thereon shall not affect the validity of the proceedings
for the redemption of the Bonds. Failure to mail such notice to any holder or
any defect in any notice so mailed shall not affect the validity of the
proceedings for the redemption of

45

the Bonds of any other holders.

Section 303. Effect of Calling for Redemption. On the date so designated
--------------------------------
for redemption, notice having been given in the manner and under the conditions
hereinabove provided, the Bonds or portions of Bonds so called for redemption
shall become and be due and payable at the redemption price provided for
redemption of such Bonds or portions of Bonds on such date, and, if sufficient
moneys for payment of the redemption price, the accrued and unpaid interest and
premium, if any, are held in separate accounts by the Trustee in trust for the
holders of the Bonds or portions of Bonds to be redeemed, as provided in this
Agreement, interest on the Bonds or portions of such Bonds so called for
redemption shall cease to accrue, such Bonds or portions of Bonds shall cease to
be entitled to any benefit or security under this Agreement, and the owners of
such Bonds or portions of Bonds shall have no rights in respect thereof except
to receive payment of the redemption price thereof, premium, if any, and the
accrued interest and, to the extent provided in Section 304 hereof, to receive
Bonds for any unredeemed portions of the Bonds.

Section 304. Redemption of Portions of the Bonds. In case part but not all
-----------------------------------
of an Outstanding Bond shall be selected for redemption, the registered owner
thereof or legal representative shall present and surrender such Bond to the
Trustee for payment of the principal amount thereof so called for redemption,
and the Authority shall execute and the Trustee shall authenticate and deliver
to or upon the order of such registered owner or his legal representative,
without charge therefor, for the unredeemed portion of the

46

principal amount of the Bond so surrendered, a new Bond or Bonds of any
denomination or denominations authorized by this Agreement, of the same maturity
and bearing interest at the same rate as the Bond so surrendered.

Section 305. Cancellation of Bonds Redeemed. Bonds so redeemed and
------------------------------
surrendered shall be cancelled upon the surrender thereof to the Trustee.

ARTICLE IV
Project Fund

Section 401. Creation of Project Fund. A special fund is hereby created and
------------------------
designated the "Industrial Revenue Bonds, Nineteen Hundred Ninety-Five (1995)
Series A (Plaza Palma Real Project) Project Fund" (the "Project Fund"), to the
credit of which such deposits shall be made as are required by the provisions of
Section 208(D) of this Agreement, and to the extent applicable, by the
provisions of Article IX of the Loan Agreement. Any moneys received by the
Trustee from any other source for use to pay the Cost of the Project shall also
be deposited to the credit of the Project Fund.

Subject to the provisions of Sections 404, 406 and 602 of this Agreement, the
moneys in the Project Fund shall be held by the Trustee in trust and shall be
subject to a lien and charge in favor of the holders of the Bonds issued and
Outstanding under this Agreement, and for the further security of such holders,
until paid out or transferred as herein provided.

Section 402. Payments from Project Fund. Payment of the Cost of the Project
--------------------------
shall be made from the Project Fund. All payments from the Project Fund shall
be subject to the provisions and restrictions set forth in this Article.

47

Section 403. Items of Cost. For the purposes of this Agreement, the Cost of
-------------
the Project shall embrace all costs permitted by the Act in connection with:

(A) The acquisition, development, construction and installation of the
Shopping Center including without limitation:

(i) Payment to the Borrower, and the Authority, as the case may be, of
such amounts, if any, as shall be necessary to reimburse the Borrower, and the
Authority in full for all advances and payments made by any of them or either of
them or for their accounts, with respect to the Shopping Center at any time
after March twenty-seven (27), Nineteen Hundred Ninety-One (1991), for
expenditures in connection with the acquisition, installation or construction of
the Project, the preparation of the plans and specifications, (including any
preliminary study or planning of the Project and any reports, appraisals or
analyses concerning the Project, the acquisition, construction, and equipping of
the Project, interest on the Bonds during construction and acquisition of the
Project, (which shall mean a period beginning with the date of delivery of the
Bonds and ending on the Completion Date (as defined in the Loan Agreement)) and
all real or personal property deemed necessary in connection with the Project,
or any one or more of said expenditures (including architectural, engineering,
consulting, and supervisory services).

(ii) Payment, as they become due, of the fees, commissions and expenses of
the Trustee properly incurred under this Agreement prior to and on the
Completion Date.

(iii) Payment of any other costs and expenses

48

relating to the acquisition, development, construction, and installation of the
Project (including testing) or the authorization, issuance and sale of the
Bonds.

(iv) Payment for labor, services, materials and supplies used or furnished
in site improvement and in the acquisition, development, construction,
equipping, installation and improvement of the Shopping Center, payment for the
cost of the acquisition, construction and installation of utility services or
other facilities, and all real and personal property deemed necessary in
connection with the Shopping Center and payment for the miscellaneous expenses
incidental to any of the foregoing items.

(E) Payment of the Administrative Fee, the initial or acceptance fee of the
Trustee, legal, accounting and financial advisory fees and expenses,
underwriting fees and expenses (whether paid in the form of a fee or in the form
of a discount on the Bonds), filing and recording fees and taxes, and rating
agencies' fees and printing and engraving costs incurred in connection with the
authorization, sale and issuance of the Bonds, the execution of this Agreement,
the Loan Agreement, and all other documents in connection therewith, and payment
of all fees, costs and expenses for the preparation of the Loan Agreement, this
Agreement, the Collateral Assignment, the Mortgage, the Mortgage Note, Pledge
Agreement, the Guaranty Agreement, and the Bonds, and any other fees and
expenses necessary or incident to the issuance and sale of the Bonds, the
financing of the Project, and the documents contemplated thereby and by the Loan
Agreement.

Section 404. Requisites for Payments from
----------------------------

49

Project Fund. Payments of the Cost of the Project from the Project Fund shall
- ------------
be made by the Trustee upon the order of the Borrower in accordance with the
provisions of this Section, but no such payment shall be made unless and until
the Trustee shall receive a requisition prepared and signed by an Authorized
Borrower Representative stating:

(i) the item number of each such payment;

(ii) the name of the Person (including the Borrower) to whom each such
payment is due;

(iii) the respective amounts to be paid; and

(iv) that obligations in the stated amounts have been incurred and are
presently due and payable, or reimbursable to or on behalf of the Borrower, and
that each item thereof is a proper charge against the Project Fund, is
substantially in accordance with the estimates of the Cost of the Project set
forth in the application, as amended, filed with the Authority, and has not been
paid from the Project Fund.

Upon receipt of any such order and accompanying requisition, the Trustee
shall pay such obligation from the Project Fund. If prior to payment of any
item in an order the Borrower should for any reason desire not to pay such item,
the Borrower shall give notice of such decision to the Trustee. In making any
disbursement, the Trustee shall pay each such obligation directly to the
Borrower or to any payee designated by an Authorized Borrower Representative, as
set forth in the order of the Borrower directing such disbursement.

Section 405. Reliance on Requisitions. All requisitions and orders received
------------------------
by the Trustee, as required in this Article as conditions of payment from the
Project Fund, may be relied upon by the

50

Trustee, and shall be retained by the Trustee, subject at all reasonable times
to examination by the Borrower, the Authority, any Bondholder and the agents and
representatives thereof.

Section 406. Balance in Project Fund.
-----------------------
(a) In the event that the Borrower (i) exercises the option under Section
8.01(a) of the Loan Agreement, or (ii) is required pursuant to Sections 8.01(b),
8.02(a), (b) and (c) or 8.03(a) and (b) of the Loan Agreement to prepay in whole
or in part the amounts payable under Section 4.01 of the Loan Agreement, the
Trustee shall, upon the direction of the Borrower, deposit in the Bond Fund, on
the date the prepayment is made, any balance remaining in the Project Fund
except for any amounts held pursuant to Section 404 hereof which shall be held
pursuant to the terms thereof.

(b) If the principal of all Outstanding Bonds shall have become due and
payable pursuant to an acceleration pursuant to Section 803 of this Agreement or
the giving of a redemption notice pursuant to Section 302 of this Agreement, the
Trustee shall deposit in the Bond Fund any balance remaining in the Project Fund
except for any amounts held pursuant to Section 404 hereof which shall be held
pursuant to the terms thereof.

ARTICLE V
Bond Fund

Section 501. Creation of Bond Fund. A special fund is hereby created and
---------------------
designated "Industrial Revenue Bonds, Nineteen Hundred Ninety-Five (1995) Series
A (Plaza Palma Real Project) Bond Fund" (the "Bond Fund"). Within the Bond Fund
there shall be created three accounts, an interest account, into which shall be
deposited all moneys to be used for

51

payment of interest on the Bonds, a premium account, into which shall be
deposited all moneys to be used for payment of premium on the Bonds, and a
principal account, into which shall be deposited all moneys to be used for
payment of principal of the Bonds. The moneys in the Bond Fund shall be held by
the Trustee in trust and applied as hereinafter provided and, pending such
application, shall be subject to a lien and charge in favor of the holders of
the Bonds issued and Outstanding under this Agreement, and for the further
security of such holders, until paid out or transferred as herein provided.

Section 502. Payments into Bond Fund. There shall be deposited to the
-----------------------
credit to the appropriate account of the Bond Fund:

(i) accrued interest, if any, on the Bonds issued hereunder paid by the
purchasers thereof;

(ii) any amount in the Project Fund and the Reserve Fund to be transferred
to the Bond Fund in accordance with the provisions of Section 406, 511(C) and
602, respectively, of this Agreement; and

(iii) all other moneys received by the Trustee under and pursuant to any of
the provisions of the Loan Agreement, any Related Document or otherwise which
are permitted or required, or are accompanied by directions from the Borrower or
the Authority that such moneys are, to be paid into the Bond Fund.

If before eleven ante meridiem (11:00 a.m.), Atlantic Standard Time, on the
Business Day immediately preceding any Payment Date, sufficient moneys are not
available in the Bond Fund to pay, when due, principal (whether at maturity or
redemption or acceleration or otherwise), premium,

52

if any, and interest due or to become due on the Bonds, the Trustee shall,
before eleven ante meridiem (11:00 A.M.), Puerto Rico time: (a) withdraw from
the Reserve Fund an amount sufficient, together with the amount then held to the
credit of the Bond Fund pursuant to clause (i), (ii) and (iii) of this Section,
to pay when due the principal of (whether at maturity or upon redemption or
acceleration or otherwise), premium, if any, and interest due or to become due
on the Bonds on such Payment Date and (b) if the amounts drawn under (a) should
prove insufficient for the payment due or to become due, make a single draw
under the Credit Enhancement, to the extent still required pursuant to the Loan
Agreement, or the Collateral Fund, if the Credit Enhancement shall have been
substituted through a deposit of the Cash Collateral in the Collateral Fund, in
an amount equal to the then current Enhancement Amount. The proceeds of such
draw shall be deposited to the credit of the Bond Fund.

The Trustee shall establish a separate account or subaccount within the Bond
Fund corresponding to the source of moneys specified in this Section 502 for
each deposit made into the Bond Fund so that the Trustee may at all times
ascertain the source and date of deposit of the funds in each such account or
subaccount.

The Trustee is authorized to receive at any time payments from or on behalf
of the Borrower pursuant to the Loan Agreement or otherwise for deposit in the
Bond Fund.

Section 503. Use of Moneys in Bond Fund. Moneys in the Bond Fund shall be
--------------------------
used solely for the payment

53

of the principal (whether at maturity or upon acceleration or redemption or
otherwise) of premium, if any, and interest on the Bonds. The Trustee shall, on
each Interest Payment Date, withdraw from the Bond Fund moneys deposited to the
credit of the Bond Fund pursuant to Section 502 hereof, and remit by mail or by
wire transfer, if applicable, as provided under Section 203 of this Agreement to
each registered owner the amounts required for paying the interest on such Bonds
as such interest becomes due and payable. The Trustee shall, on each Principal
Payment Date, withdraw from the Bond Fund and set aside or deposit in trust
sufficient moneys for paying the principal of and redemption premium, if any, on
all Bonds as such principal and premium, if any, become due, whether at
maturity, upon acceleration or redemption or otherwise.

Section 504. Application and Pledge of Moneys in the Bond Fund. Subject to
-------------------------------------------------
the terms and conditions set forth in this Agreement, moneys held for the credit
of the Bond Fund shall be held in trust and disbursed by the Trustee for (a) the
payment of interest on the Bonds issued hereunder as such interest becomes due
and payable, (b) the payment of the principal of such Bonds at their respective
maturities, and (c) the payment of the redemption price of such Bonds on the
date fixed for redemption, and such moneys are hereby pledged to secure, and are
charged with, the payments mentioned in this Section.

Section 505. Moneys Withdrawn from Bond Fund. All moneys which the Trustee
-------------------------------
shall have withdrawn from the Bond Fund or shall have received from any other
source and set aside for the purpose of paying any of the Bonds, either at the
maturity thereof or

54

upon call for redemption or otherwise shall be held in trust for the respective
holders of such Bonds, but any moneys which shall be so withdrawn or set aside
and which shall remain unclaimed by the holders of such Bonds for a period of
two (2) years after the date on which such Bonds shall have become due and
payable may, upon the request of the Borrower, be paid to the Borrower or to
such officer, board or body as may then be entitled by law to receive the same.
Thereafter, the holders of such Bonds shall look only to the Borrower or to such
officer, board or body, as the case may be, for payment and then only to the
extent of the amount so received by Borrower or such officer, board or body, as
the case may be, without any interest thereon, and the Authority and the Trustee
shall have no responsibility with respect to such moneys. Until distributed,
any moneys so withdrawn or set aside shall be invested as the Trustee and
Borrower may agree.

Section 506. Cancellation of Bonds Upon Payment. All Bonds paid or
----------------------------------
redeemed, either at or before maturity, and all Bonds delivered by the Borrower
to the Trustee for cancellation shall be cancelled upon the payment, redemption
or delivery of such Bonds. All Bonds cancelled under any of the provisions of
this Agreement shall be held by the Trustee until such time as they are
destroyed by the Trustee. The Trustee shall execute a certificate in triplicate
describing the Bonds so destroyed, and an executed certificate shall be filed
with each of the Authority and the Borrower and the other executed certificate
shall be retained by the Trustee. Upon the delivery to the Trustee by or on
behalf of the Borrower of any Bonds to be cancelled, the Trustee

55

shall promptly give notice thereof to the Authority and the Borrower.

Section 507. Credit Enhancement or Cash Collateral Substitution.
--------------------------------------------------
(A) At any time and from time to time the Borrower may, pursuant to the
provisions of Section 4.09 of the Loan Agreement, cause the substitution of the
then current Credit Enhancement or Cash Collateral for another Credit
Enhancement or Cash Collateral, subject to the conditions set forth in the Loan
Agreement. If at any time there shall have been delivered to the Trustee a
substitute Credit Enhancement or Cash Collateral and the documents mentioned in
Section 4.09 of the Loan Agreement, then the Trustee shall accept such
substitute Credit Enhancement or Cash Collateral and surrender any previously
held Credit Enhancement or Cash Collateral to the Guarantor or Letter of Credit
Bank, as applicable, for cancellation in accordance with its terms, or shall
refund the Cash Collateral to the Depositor thereof.

(B) If at any time all the Bonds shall be deemed to have been paid within
the meaning and with the effect expressed in Section 1301 of this Agreement, the
Trustee shall surrender any Credit Enhancement or Cash Collateral to the issuer
or Depositor thereof for cancellation in accordance with its terms. The Trustee
shall comply with the procedures set forth in any Credit Enhancement relating to
the termination thereof.

Section 508. Bondholder Rights to Receive Payment. Notwithstanding any
------------------------------------
other provision of this Agreement, including the restrictions upon actions by
individual Bondholders in Section 809 of this Agreement, the right of any
Bondholder to

56

receive payment of principal, premium, if any, and interest on the Bond, on or
after the respective due dates expressed in the Bonds, shall not be impaired or
affected without the consent of the Bondholder.-

Section 509. Creation of Reserve Fund. A special fund is hereby created and
------------------------
designated "Industrial Revenue Bonds, Nineteen Hundred Ninety Five (1995) Series
A (Plaza Palma Real Project) Reserve Fund". The moneys in the Reserve Fund
shall be held by the Trustee in trust and applied as hereinafter provided and,
pending such application, shall be subject to a lien and charge in favor of the
holders of the Bonds Outstanding and for the further security of such holders,
until paid out or transferred as herein provided.

Section 510. Payments into Reserve Fund. (A) There shall be deposited to
--------------------------
the credit of the Reserve Fund: (i) the amount required to be deposited pursuant
to Section 208(D) of this Agreement from the proceeds of the sale of Bonds and
(ii) all amounts paid by the Borrower pursuant to Section 4.01(b)(ii) of the
Loan Agreement.

(B) The Trustee is authorized to receive at any time payments from the
Borrower or the Guarantor pursuant to the Loan Agreement or the Guaranty
Agreement or otherwise for deposit in the Reserve Fund.

Section 511. Application of Moneys in Reserve Fund. (A) Moneys held for
-------------------------------------
the credit of the Reserve Fund shall be held in trust and applied by the Trustee
and are charged with the payments provided in Section 504 to the extent moneys
held to the credit of the Bond Fund are insufficient for the purposes
established in Section 504; provided that moneys to the credit of the Reserve
Fund shall not

57

be applied to the payment of any redemption premium except in the case of a
redemption of the Bonds in whole.

(B) The Trustee shall, on each Payment Date, withdraw from the Reserve Fund
sufficient moneys to pay the amounts of principal of and interest on the Bonds
then due and payable to the Bondholders, as provided in this Agreement, to the
extent moneys held to the credit of the Bond Fund are insufficient therefor.

(C) Moneys held to the credit of the Reserve Fund in excess of the Reserve
Fund Amount following the Date of Issuance, shall be deposited to the credit of
the Bond Fund on each Interest Payment Date, provided, that, no Event of Default
under Section 802 shall have then been declared and be continuing.

(D) The Trustee shall determine the balance of moneys held to the credit of
the Reserve Fund, as soon as practicable after any draw of moneys from the
Reserve Fund is made pursuant to Sections 502 and 511(C) hereof without taking
into account unrealized gains or losses on Government Obligations in which all
or any part of the Reserve Fund shall be deposited. To the extent that the
moneys held to the credit of the Reserve Fund determined pursuant to the
provisions set forth above, shall be less than the Reserve Fund Amount, the
Trustee shall notify the Borrower of such deficiency pursuant to the terms of
Section 4.01(c)(iii) of the Loan Agreement.

Section 512. Creation of Casualty and Condemnation Award Fund. A special
------------------------------------------------
fund is hereby created and designated "Industrial Revenue Bonds, Nineteen
Hundred Ninety-Five (1995) Series A (Plaza

58

Palma Real Project), Casualty and Condemnation Award Fund" (the "Casualty and
Condemnation Fund"). The moneys in the Casualty and Condemnation Award Fund
shall be held by the Trustee and applied as hereinafter provided, and pending
such application, shall be subject to a lien and charge in favor of the holders
of the Bonds Outstanding.

Section 513. Payments into Casualty and Condemnation Award Fund. There
--------------------------------------------------
shall be deposited to the credit of the Casualty and Condemnation Award Fund the
Net Insurance Proceeds received upon any casualty or the Net Condemnation
Proceeds received upon any taking of the Shopping Center after the Completion
Date pursuant to Article IX of the Loan Agreement.

Section 514. Application of Moneys in Casualty and Condemnation Award Fund.
-------------------------------------------------------------
Moneys held to the credit of the Casualty and Condemnation Award Fund shall be
applied by the Trustee for the purpose of redeeming Bonds or restoring the
Shopping Center in accordance with the requirements of Article IX of the Loan
Agreement, to the extent that the Borrower shall, under the provisions of such
Article IX elect to reconstruct, rehabilitate, or otherwise make improvements to
the Shopping Center, and it shall have otherwise satisfied the conditions set
forth in such Article IX. Upon the instructions of the Borrower, except in the
case of a Total Taking or Total Casualty, the Trustee shall make disbursements
from the Casualty and Condemnation Award Fund in the manner and in accordance
with the procedure set forth in the Project Fund.

Section 515. Creation of Collateral Fund. A special fund is hereby created
---------------------------
and designated "Industrial Revenue Bonds, Nineteen Hundred Ninety-

59

Five (1995) Series A (Plaza Palma Real Project), Collateral Fund" (the
"Collateral Fund"). The moneys in the Collateral Fund shall be funded in
accordance with Section 516, and held by the Trustee and applied as hereinafter
provided, and pending such application, shall be subject to a lien and charge in
favor of the holders of the Bonds issued and outstanding under this Agreement.

Section 516. Payments into Collateral Fund. (A) There shall be deposited to
-----------------------------
the credit of the Collateral Fund: (i) Moneys in an amount of not less than the
then current Enhancement Amount, if at any time the Borrower shall elect to
substitute the Credit Enhancement or other Cash Collateral with Cash Collateral,
subject to the provisions of Section 4.09(c) of the Loan Agreement; and (ii) all
amounts paid pursuant to a Permitted Letter of Credit Deposit pursuant to
Section 4.09(d) of the Loan Agreement.

(B) The Trustee is authorized to receive at any time payments from the
Borrower or the Guarantor pursuant to the Loan Agreement or the Guaranty
Agreement or otherwise for deposit in the Collateral Fund.

Section 517. Application of Moneys in Collateral Fund. (A) Moneys held for
----------------------------------------
the credit of the Collateral Fund shall be held in trust and applied by the
Trustee and are charged with the payments provided in Section 504 to the extent
moneys held to the credit of the Bond Fund and the Reserve Fund are insufficient
for the purposes established in Section 504; provided that moneys to the credit
of the Collateral Fund shall not be applied to the payment of any redemption
premium, except in the case of a redemption of the Bonds in whole and then only
after

60

all principal and interest due on the Bonds has been paid in full.

(B) The Trustee shall, on each Payment Date, withdraw from the Collateral
Fund sufficient moneys to pay the amounts of principal of and interest on the
Bonds then due and payable to the Bondholders, as provided in this Agreement, to
the extent moneys held to the credit of the Bond Fund and the Reserve Fund are
insufficient therefor.

(C) Moneys held to the credit of the Collateral Fund in excess of the then
current Enhancement Amount, shall be delivered by the Trustee on each Principal
Payment Date to the Depositor of such Cash Collateral.


ARTICLE VI

Depositories of Moneys, Security for
Deposits and Investment of Funds

Section 601. Security for Deposits. All moneys deposited with the Trustee
---------------------
under the provisions of this Agreement or the Loan Agreement shall be held in
trust for the exclusive benefit of the Bondholders in segregated accounts and
not commingled with the funds or accounts of any other Person and applied only
in accordance with the provisions of this Agreement and the Loan Agreement and
shall not be subject to lien or attachment by any creditor of the Authority, the
Trustee, the Borrower, the Guarantor, the Letter of Credit Bank or the Depositor
of Cash Collateral.

All moneys deposited with the Trustee under this Agreement and the Loan
Agreement in excess of the amount guaranteed by the Federal Deposit Insurance
Corporation or other federal agency shall be continuously secured for the
benefit of the Authority, the Borrower and the holders of the Bonds either (a)
by lodging with a bank or trust company

61

approved by the Authority and by the Trustee as custodian, or, if then permitted
by law, by setting aside under control of the trust department of the bank
holding such deposit, as collateral security, Government Obligations or, with
the approval of the Trustee, other marketable securities eligible as security
for the deposit of trust funds under regulations of the Comptroller of the
Currency of the United States of America, or applicable Commonwealth or state
law or regulations, having a market value (exclusive of accrued interest) not
less than the amount of such deposit, or (b) if the furnishing of security as
provided in clause (a) of this Section is not permitted by applicable law, in
such other manner as may then be required or permitted by applicable
Commonwealth, state or federal laws and regulations regarding the security for,
or granting a preference in the case of, the deposit of trust funds, in
particular those relating to fiduciary funds on deposit pursuant to Twelve, Code
of Federal Regulations Section Nine Point Ten (b) (12 C.F.R. (S)9.10(b));
provided, however, that it shall not be necessary for the Trustee to give
security for any moneys which shall be represented by the investments purchased
under the provisions of this Article as an investment of such moneys.

Section 602. Investment of Moneys. Moneys held to the credit of the Project
--------------------
Fund, the Bond Fund (other than moneys held to pay any premiums on the Bonds),
and the Casualty and Condemnation Award Fund except as provided in Section 505
and Article XIII hereof, shall at the direction of an Authorized Borrower
Representative, be invested and reinvested by the Trustee in Investment
Obligations selected by the Borrower.

62

Such obligations so purchased as an investment of moneys in the Project Fund,
the Bond Fund, the Reserve Fund, the Casualty and Condemnation Award Fund and
the Collateral Fund except as provided in Section 505 and Article XIII hereof,
shall be deemed at all times to be part of such funds and any interest accruing
on and any profit realized from the investment of moneys in such funds
regardless of the unliquidated value of such investment shall be credited to the
Bond Fund on each Interest Payment Date and any realized loss resulting from
such investment shall be charged to such funds. Neither the Trustee nor the
Authority shall be liable or responsible for any loss resulting from any such
investment.

The moneys held to the credit of the Collateral Fund and the Reserve Fund
shall be invested, as directed by an Authorized Borrower Representative, only in
Government Obligations. With respect to the Collateral Fund, such Government
Obligations shall not have maturities which exceed one (1) year. Interest or
profits thereon shall be held in the Collateral Fund and the Reserve Fund, as
applicable and applied as provided in Section 517(C) and Section 511(C) hereof,
respectively.

ARTICLE VII

Particular Covenants and Provisions

Section 701. Covenant to Pay Bonds; Bonds Limited Obligations of Authority.
-------------------------------------------------------------
The Authority covenants that it will cause to be paid promptly the principal
of and premium, if any, and interest on every Bond on the dates and in the
manner provided herein and in each Bond, according to the true intent and
meaning thereof; provided, however, that any amount in the Bond Fund available

63

for any payment of the principal of or premium, if any, or interest on each Bond
shall be credited against any amount required to be caused by the Authority so
to be paid. Except as in this Agreement otherwise provided, such principal,
premium and interest are payable solely from the payments required to be made by
the Borrower under Section 4.01 of the Loan Agreement, and any other revenues
and funds derived under the Loan Agreement and this Agreement, the Related
Documents, the Credit Enhancement or from the Cash Collateral to the extent
provided in this Agreement or the Loan Agreement, which payments under the Loan
Agreement, revenues and funds to the extent provided in this Agreement and the
Loan Agreement are hereby pledged to the payment thereof in the manner and to
the extent hereinabove particularly specified.

The Bonds issued under the provisions of this Agreement and the premium, if
any, and the interest thereon shall not constitute an indebtedness of either the
Commonwealth or any of its political subdivisions, other than the Authority, and
neither the Commonwealth nor any of such political subdivisions, other than the
Authority, shall be liable thereon. The Bonds shall be payable solely from the
revenues and proceeds provided therefor and the Authority is not obligated to
pay the Bonds nor the premium, if any, or the interest thereon except from the
revenues and proceeds pledged therefor.

Section 702. Covenant to Perform Obligations under this Agreement and Loan
-------------------------------------------------------------
Agreement. The Authority covenants that it will faithfully perform at all times
- ---------
any and all covenants, undertakings, stipulations and provisions contained in
this Agreement and the Related Documents to which it is a

64

party, in the Bonds and in all proceedings of the Authority pertaining thereto
and filed with the Trustee and will faithfully observe and perform at all times
any and all covenants, undertakings, stipulations and provisions of the Loan
Agreement and the Related Documents to which it is a party on its part to be
observed or performed. The Authority covenants that it is duly authorized under
the Constitution and laws of the Commonwealth, including particularly and
without limitation the Act, to issue the Bonds authorized hereby and to enter
into this Agreement and the Related Documents to which it is a party and to
pledge the payments and other funds derived from the Loan Agreement and the
Related Documents to which it is a party in the manner and to the extent herein
set forth; that all action on its part for the issuance of the Bonds and the
execution and delivery of this Agreement and the Related Documents to which it
is a party has been duly and effectively taken; and that such Bonds in the hands
of the owners thereof are and will be valid and enforceable obligations of the
Authority according to the tenor and import thereof.

Section 703. Covenant to Perform Further Acts. The Authority covenants that
--------------------------------
it will do, execute, acknowledge and deliver or cause to be done, executed,
acknowledged and delivered, such agreements supplemental hereto and such further
acts, instruments and transfers as the Trustee may reasonably require for the
better pledging unto the Trustee all and singular the payments and any other
revenues and other funds pledged hereby to the payment of the principal of and
premium, if any, and interest on the Bonds.

Section 704. Trustee May Enforce Authority's
-------------------------------

65

Rights and Obligations Under Loan Agreement and Related Documents. The Loan
- -----------------------------------------------------------------
Agreement and other Related Documents, duly executed counterparts of which have
been filed with the Trustee, set forth the covenants and obligations of the
Authority and the Borrower, including a provision in Section 10.11 of the Loan
Agreement that provides that, subsequent to the issuance of the Bonds and prior
to the Payment of the Bonds, the Loan Agreement may not be effectively amended,
changed, modified, altered or terminated except in accordance with this
Agreement. Reference is hereby made to the Loan Agreement and the other Related
Documents for a detailed statement of said covenants and obligations of the
Borrower and the Authority under the Loan Agreement and the other Related
Documents, and the Authority agrees that the Trustee, subject to the provisions
of the Loan Agreement, the other Related Documents and this Agreement reserving
certain rights to the Authority and respecting actions by the Trustee in its
name or in the name of the Authority, may enforce all rights of the Authority
and all obligations of the Borrower and may perform all obligations of the
Authority under and pursuant to the Loan Agreement and the other Related
Documents for and on behalf of the Bondholders whether or not the Authority is
in default hereunder.

Section 705. Trustee's Notice to Guarantor, Letter of Credit Bank or
-------------------------------------------------------
Depositor of Cash Collateral. If on the fifteenth (15th) day of any month
- ----------------------------
immediately preceding any Payment Date there shall not otherwise be available to
the Trustee sufficient monies to the credit of the Bond Fund to pay the
principal of, premium, if any, and interest on the Bonds due on such Payment
Date, the Trustee

66

shall on such day send a notice to the Guarantor, Letter of Credit Bank or
Depositor of the Cash Collateral, if any, with a copy to the Borrower, for their
information, stating the amount to become due with respect to the Bonds on such
Payment Date and the amount of the then existing deficiency, provided, that the
failure to provide such notice shall not impair the Trustee's right to draw upon
the applicable Credit Enhancement or the Cash Collateral.

ARTICLE VIII

Default and Remedies

Section 801. Extension of Interest. In case the time for the payment of the
---------------------
interest on any Bond shall be extended, whether or not such extension be by or
with the consent of the Authority, such interest shall not be entitled in case
of default hereunder to the benefit or security of this Agreement except subject
to the prior payment in full of the principal of all the Bonds then Outstanding
and interest the time for the payment of which shall not have been extended.

Section 802. Defaults. The following shall constitute Events of Default
--------
under this Agreement:

(a) An event of default under Section 7.01(c) of the Loan Agreement.

(b) An event of default under the Loan Agreement other than under Section
7.01(c) thereof.

Section 803. Acceleration. (a) Upon the happening and continuance of an
------------
Event of Default specified in Section 802(a) hereof, the Trustee shall by notice
in writing to the Authority, to the Bondholders and to the Borrower, declare the
principal of all of the Bonds then Outstanding (if not then due and payable) to
be

67

due and payable immediately after the date of such notice, and upon such
declaration the same shall become and be due and payable and the Trustee shall
also realize on the Credit Enhancement or draw on the Cash Collateral, as
applicable, if any is then outstanding, up to the then Current Enhancement
Amount, if any, immediately after the date of such notice, anything contained in
the Bonds or in this Agreement to the contrary notwithstanding.

(b) Upon the happening and continuance of any Event of Default specified in
Section 802(b) hereof, then and in every such case the Trustee may, and upon the
written direction of the holders of not less than twenty-five percent (25%) in
aggregate principal amount of the Bonds Outstanding shall, by notice in writing
to the Authority and the Borrower, declare the principal of all of the Bonds
then Outstanding (if not then due and payable) to be due and payable and the
Trustee shall also realize on the Credit Enhancement or draw on the Cash
Collateral, as applicable, if any is then outstanding, up to the then Current
Enhancement Amount, if any, immediately after the date of such notice, and upon
such declaration the same shall become and be due and payable after the date of
such notice, anything contained in the Bonds or in this Agreement to the
contrary notwithstanding.

Section 804. Enforcement of Remedies. Upon the happening and continuance of
-----------------------
any Event of Default specified in Section 802 hereof, the Trustee (a) shall, in
the case of an event of default under Section 802(a) hereof, and (b) may, and
upon the written direction of the holders of not less than twenty-five percent
(25%) in aggregate principal amount of the Bonds then Outstanding hereunder
shall, in the case of a default

68

under Section 802(b) hereof, proceed, subject to the provisions of Section 902
hereof, to protect and enforce its rights and the rights of the Bondholders
under applicable laws, under the Loan Agreement, under any of the Related
Documents or Credit Enhancement, if any, or under this Agreement by such suits,
actions or special proceedings in equity or at law, or by proceedings in the
office of any board or officer having jurisdiction, either for the specific
performance of any covenant or agreement contained herein or in aid or execution
of any power herein granted or for the enforcement of any proper legal or
equitable remedy, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce such rights.

In the enforcement of any remedy under this Agreement, the Trustee in its
own name and as trustee of an express trust, shall be entitled to sue for,
enforce payment of and recover judgment for, any and all amounts then or after
any default becoming, and at any time remaining, due from the Authority or the
Borrower for principal, premium, if any, interest or otherwise under any of the
provisions of this Agreement or of the Bonds with interest to the extent
permitted by law on overdue payments of principal, premium, if any, and interest
at the rate or rates of interest specified in the Bonds, together with any and
all costs and expenses of collection and of all proceedings hereunder and under
the Bonds, without prejudice to any other right or remedy of the Trustee or of
the Bondholders, and to recover and enforce any judgment or decree against the
Authority or the Borrower but solely as provided herein and in the Bonds, for
any portion of such amounts remaining unpaid and

69

interest, costs and expenses as above provided, and to collect (but solely from
moneys in the Bond Fund and any other moneys available for such purpose), in any
manner provided by law, the moneys adjudged or decreed to be payable.

Section 805. Trustee May File Claim in Bankruptcy. In case of the pendency
------------------------------------
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other similar judicial proceeding
relative to the Authority, the Borrower, the issuer of a Credit Enhancement or
the Depositor of Cash Collateral or to property of the Authority, the Borrower,
the issuer of a Credit Enhancement or the Depositor of Cash Collateral or the
creditors of either of them, the Trustee (irrespective of whether the principal
of the Bonds shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Borrower for the payments equal to overdue principal or
interest), the issuer of a Credit Enhancement or the Depositor of Cash
Collateral shall be entitled and empowered, by intervention in such proceeding
or otherwise:

(i) to file and prove a claim for the whole amount of principal, premium,
if any, and interest owing and unpaid in respect of the Bonds and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
of the Bondholders allowed in such judicial proceeding; and

(ii) to collect and receive any moneys or other

70

property payable or deliverable on any such claims and to distribute the same;
and any receiver, custodian, assignee, trustee, liquidator, sequestrator (or
other similar official) in any such judicial proceeding is hereby authorized by
each Bondholder to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the
Bondholders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 902 hereof.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Bondholder any plan
of reorganization, arrangement, adjustment or composition affecting the Bonds or
the rights of any holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Bondholder in any such proceeding.

Section 806. Pro Rata Application of Funds. Anything in this Agreement to
-----------------------------
the contrary notwithstanding, if at any time the moneys in the Bond Fund shall
not be sufficient to pay the principal of premium, if any, or interest on the
Bonds as the same shall become due and payable (either by their terms or by
acceleration under the provisions of Section 803 of this Article) such moneys,
together with any moneys then available or thereafter becoming available for
such purpose, whether through the exercise of the remedies provided for in this
Article or otherwise, shall be applied, following the satisfaction of any
payments due to the Trustee under the provisions of Sections

71

902 and 906 of this Agreement, as follows:

(a) If the principal of all the Bonds shall not have become due and payable
or shall not have been declared due and payable, all such moneys shall be
applied

first: to the payment to the Persons entitled thereto of all installments
-----
of interest then due and payable in the order in which such installments became
due and payable, and, if the amount available shall not be sufficient to pay in
full any particular installment, then to the payment of such installment,
ratably, according to the amounts due on such installment, to the Persons
entitled thereto, without any discrimination or preference except as to any
difference in the respective rates of interest specified in the Bonds;

second: to the payment to the Persons entitled thereto of the unpaid
------
principal of, premium, if any, on any Bonds which shall have become due and
payable (other than Bonds deemed to have been paid in accordance with Article
XIII hereof) in the order of their due dates, with interest on the principal
amount of such Bonds at the respective rates specified therein from the
respective dates upon which such Bonds became due and payable, and, if the
amount available shall not be sufficient to pay in full the principal of the
Bonds and premium, if any, due and payable on any particular date, together with
such interest, then to the payment first of such interest, ratably, according to
the amount of such interest due on such date, and then to the payment of such
principal and premium, if any, ratably, according to the amount of such
principal and premium, if any, due on such date, to the Persons entitled
thereto, without any discrimination

72

or preference except as to any difference in the respective rates of interest
specified in the Bonds; and

third: to the payment of the interest and the principal of the Bonds and to
-----
the redemption of Bonds, all in accordance with the provisions of this
Agreement.

Notwithstanding the foregoing, in all instances hereunder no redemption
premium shall be paid until all principal and interest due on the Bonds shall
first have been paid in full.

(b) If the principal of all the Bonds shall have become due and payable or
shall have been declared due and payable, all such moneys shall be applied to
the payment of the principal and interest and premium, if any, then due upon the
Bonds, without preference or priority of principal over interest or premium, or
of interest over principal or premium, or premium over principal or interest or
of any Bond over any other Bond, ratably, according to the amounts due
respectively for principal, interest and premium, if any, to the Persons
entitled thereto without any discrimination or privilege except as to any
difference in the respective rates of interest specified in the Bonds.

Whenever moneys are to be applied by the Trustee pursuant to the provisions
of this Section, such moneys shall be applied by the Trustee at such times, and
from time to time, as the Trustee in its sole discretion shall determine, having
due regard to the amount of such moneys available or becoming available for such
application or the likelihood of additional moneys in the future; the setting
aside of such moneys, in trust for the proper purpose shall constitute proper
application by the Trustee;

73

and the Trustee shall incur no liability whatsoever to the Authority, to any
Bondholder or to any other Person for any delay in applying any such moneys so
long as the Trustee acts with reasonable diligence, having due regard to the
circumstances, and ultimately applies the same in accordance with such
provisions of this Agreement as may be applicable at the time of application by
the Trustee. Whenever the Trustee shall exercise such discretion in applying
such moneys, it shall fix the date (which shall be an Interest Payment Date
unless the Trustee shall deem another date more suitable) upon which such
application is to be made and upon such date interest on the amounts of
principal to be paid on such date shall cease to accrue. The Trustee shall give
such notice as it may deem appropriate of the fixing of any such date, and shall
not be required to make payment to the holder of any Bond until such Bond shall
be surrendered to the Trustee for appropriate endorsement, or for cancellation
if fully paid.

Section 807. Effect of Discontinuance of Proceedings. In case any
---------------------------------------
proceeding taken by the Authority or the Trustee on account of any default shall
have been discontinued or abandoned for any reason, then, and in every such
case, the Authority, the Trustee, the Borrower and the Bondholders shall be
restored to their former positions and rights hereunder, respectively, and all
rights, remedies, powers and duties of the Trustee, the Authority and the
Borrower shall continue as though no proceeding had been taken.

Section 808. Holders of Majority in Principal Amount of Bonds May Control
------------------------------------------------------------
Proceedings. Anything in this Agreement to the contrary notwithstanding
- -----------

74

(but subject, however, to Sections 803 and 804 hereof), the holders of a
majority in principal amount of the Bonds then Outstanding shall have the right,
subject to the provisions of Sections 902 and 906 hereof, by an instrument or
concurrent instruments in writing executed and delivered to the Trustee, to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee hereunder or exercising any trust or power conferred
upon the Trustee, provided that (i) such direction shall not be otherwise than
in accordance with law and the provisions of this Agreement, and (ii) subject to
the provisions of Section 902 hereof, that the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction.

Section 809. Restrictions Upon Actions by Individual Bondholder. Except
--------------------------------------------------
with respect to a claim for indemnity upon an Event of Taxability pursuant to
Section 5.11 of the Loan Agreement, no holder of any of the Bonds shall have any
right to institute any suit, action or proceeding in equity or at law on any
Bond or for the execution of any trust hereunder or for any other remedy
hereunder unless such holder previously shall have given to the Trustee written
notice of the Event of Default on account of which such suit, action or
proceeding is to be instituted, and unless also the holders of not less than
twenty-five percent (25%) in aggregate principal amount of the Bonds then
Outstanding shall have made written request of the Trustee after the right to
exercise such powers or right of action, as the case may be, shall have accrued,
and shall have afforded the Trustee a reasonable opportunity either to proceed
to exercise the powers hereinabove

75

granted or to institute such action, suit or proceeding in its or their name,
and unless, also, there shall have been offered to the Trustee reasonable
security and indemnity against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee shall have refused or neglected to
comply with such request within a reasonable time; and such notification,
request and offer of indemnity are hereby declared in every such case, at the
option of the Trustee, to be conditions precedent to the execution of the powers
and trusts of this Agreement or to any other remedy hereunder. It is understood
and intended that, except as otherwise above provided, no one or more holders of
the Bonds hereby secured shall have any right in any manner whatever by his or
their action to affect, disturb or prejudice the security of this Agreement, or
to enforce any right hereunder except in the manner herein provided, that all
suits, actions and proceedings at law or in equity shall be instituted, had and
maintained in the manner herein provided and for the benefit of all holders of
such Outstanding Bonds, and that any individual right of action or other right
given to one or more of such holders by law is restricted by this Agreement to
the rights and remedies herein provided.

Section 810. Receiver. Upon the occurrence of an Event of Default and upon
--------
the filing of a suit or other commencement of judicial proceedings to enforce
the rights of the Trustee and of the Bondholders under this Agreement, the
Trustee shall be entitled, as a matter of right, to the appointment of a
receiver or receivers of the payments under the Loan Agreement pending such
proceedings, with such powers as the court making

76

such appointment shall confer, whether or not any such amounts payable shall be
deemed sufficient ultimately to satisfy the Bonds Outstanding.

Section 811. Actions by Trustee. All rights of action and claims under this
------------------
Agreement or under any of the Bonds secured hereby, enforceable by the Trustee
may be prosecuted and enforced by it without the possession of any of the Bonds
or the production thereof in the trial or other proceeding relative thereto, and
any such suit, action or proceeding instituted by the Trustee shall be brought
in its name for the benefit of all of the holders of such Bonds, subject to the
provisions of this Agreement.

Section 812. No Remedy Exclusive. No remedy herein conferred upon or
-------------------
reserved to the Trustee, or to the holders of the Bonds is intended to be
exclusive of any other remedy or remedies herein provided, and each and every
such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or by law.

Section 813. No Delay or Omission Construed to be a Waiver. No delay or
---------------------------------------------
omission of the Trustee, or of any holder of the Bonds to exercise any right or
power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or any acquiescence therein; and
every power and remedy given by this Agreement to the Trustee, and to the
holders of the Bonds, respectively, may be exercised from time to time and as
often as may be deemed expedient.

Section 814. Waiver of Past Defaults. The holders of a majority in
-----------------------
aggregate principal amount of the Bonds then Outstanding may on behalf of the
holders of all the Bonds then Outstanding waive any past default under Section
802 hereof and its

77

consequences, except a default in respect of a covenant or provision of the Loan
Agreement which under Section 1102 hereof cannot be modified or amended without
the consent of the holder of each Outstanding Bond affected.

Upon such waiver, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Agreement; but no such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

Section 815. Notice of Default. If an Event of Default occurs and is
-----------------
continuing and if it is known to the Trustee, the Trustee shall mail to each
Bondholder notice of such Event of Default within thirty (30) days after such
Event of Default shall have become known to the Trustee and the expiration of
any applicable grace or cure periods. Except in the case of default in the
payment of the principal of or any interest on the Bonds, the Trustee shall be
protected in withholding such notice if and so long as the board of directors or
a designated committee of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Bondholders. Subject to
the provisions of Section 905(c), the Trustee shall not, however, be subject to
any liability to any Bondholder by reason of its failure to mail any such
notice.
ARTICLE XI

Concerning the Trustee

Section 901. Acceptance of Trusts. The Trustee accepts and agrees to
--------------------
execute the trusts imposed upon it by this Agreement, but only upon the terms
and conditions set forth in this Article and subject to the provisions of this
Agreement, to all of which

78

the parties hereto and the respective holders of the Bonds agree. The Trustee
also accepts, and agrees to do and perform, the duties and obligations imposed
upon it by and under the Loan Agreement, but only upon the terms and conditions
set forth in the Loan Agreement and this Agreement.

Section 902. Trustee Entitled to Indemnity. Except for its obligation to
-----------------------------
accelerate the Bonds, draw on the Cash Collateral and/or realize on the Credit
Enhancement, the Trustee shall be under no obligation to institute any suit, or
to take any remedial proceeding under this Agreement or under the Loan
Agreement, or to enter any appearance in or in any way defend against any suit,
in which it may be made a defendant, or to take any steps in the execution of
the trusts hereby created or in the enforcement of any rights and powers
hereunder or under the Loan Agreement until it shall be indemnified to its
satisfaction against any and all costs and expenses, outlays and counsel fees
and other reasonable disbursements, and against all liability other than
liability occasioned by its own bad faith, misconduct or negligence; the Trustee
may, nevertheless, begin suit, or appear in and defend suit, or do anything else
in its judgment proper to be done by it as such Trustee, without prior
indemnity, and in such case the Authority or the Borrower shall reimburse and
indemnify the Trustee from funds available therefor under the Loan Agreement for
all liabilities, costs and expenses, outlays and counsel fees and other
reasonable disbursements properly incurred in connection therewith. The Trustee
shall be paid interest on any funds advanced hereunder, at rates customarily
charged by the Trustee, which rates shall in no

79

event be more than the prime rate charged by the Trustee to its best commercial
customers and furthermore, not in excess of the maximum legal interest rate. If
the Authority or the Borrower shall fail to make such reimbursement or
indemnification, the Trustee may reimburse or indemnify itself from any moneys
in its possession under the provisions of this Agreement and shall be entitled
to a preference over any of the Bonds Outstanding.

Section 903. Trustee Not Responsible for Insurance, Taxes or Execution of
------------------------------------------------------------
this Agreement. The Trustee shall not be under any obligation to effect or
- --------------
maintain insurance or to renew any policies of insurance or to inquire as to the
sufficiency of any policies of insurance carried by the Borrower, or to report,
or make or file claims or proof of loss for, any loss or damage insured against
or which may occur, or to keep itself informed or advised as to the payment of
any taxes or assessments, or to require any such payment to be made except that
the Trustee shall review the information, reports and certifications regarding
insurance to be delivered by the Borrower pursuant to the Pledge Agreement to
determine whether they comply, on their face, with the provisions of such
paragraph. The Trustee shall have no responsibility in respect of the validity,
sufficiency, due execution or acknowledgment of this Agreement by the Authority
or the Borrower or the validity or sufficiency of the security provided
hereunder or, except as to the authentication thereof, in respect of the
validity of the Bonds or the due execution or issuance thereof. The Trustee
shall not be under any obligation to see that any duties herein imposed

80

upon any party other than itself, or any covenants herein contained on the part
of any party other than itself to be performed, shall be done or performed, and
the Trustee shall be under no obligation for failure to see that any such duties
or covenants are so done or performed, except for the failure of the Borrower to
provide the reports and certificates required to be delivered pursuant to this
Agreement and the Loan Agreement at specific times.

Section 904. Trustee Not Responsible for Act of the Authority or Application
---------------------------------------------------------------
of Moneys Applied in Accordance with this Agreement. The Trustee shall not be
- ---------------------------------------------------
liable or responsible because of the failure of the Authority or the Borrower or
any of their employees or agents to make any collections or deposits or to
perform any act herein required of the Authority or the Borrower or because of
the loss of any moneys arising through the insolvency or the act or default or
omission of any other Depository in which such moneys shall have been deposited
under the provisions of this Agreement. The Trustee shall not be responsible
for the application of any of the proceeds of the Bonds or any other moneys
deposited with it and paid out, withdrawn or transferred hereunder if such
applications, payment withdrawal or transfer shall be made in accordance with
the provisions of this Agreement. The immunities and exemptions from liability
of the Trustee hereunder shall extend to its directors, officers, employees and
agents.

Section 905. Certain Duties and Responsibilities of the Trustee. (a)
--------------------------------------------------
Except during the continuance of an Event of Default specified in Section 802 of
this Agreement,

(i) The Trustee undertakes to perform such

81

duties and only such duties as are specifically set forth in this Agreement or
the Loan Agreement, and no implied covenants or obligations shall be read into
this Agreement or the Loan Agreement against the Trustee; and

(ii) In the absence of bad faith on its part, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement or the Loan Agreement; but in
the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under
a duty to examine the same to determine whether or not they conform to the
requirements of this Agreement or the Loan Agreement.

(b) In case an Event of Default specified in Section 802 of this Agreement
has occurred and is continuing, the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

(c) None of the provisions of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

(i) this subsection shall not be construed to limit the effect of
subsection (a) of this Section;-

(ii) the Trustee shall not be liable for any error of judgment made in
good faith by an officer

82

or officers of the corporate trust department of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
holders of not less than a majority in principal amount of the Bonds then
Outstanding relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under the provisions of this Agreement; and

(iv) no provision of this Agreement or the Loan Agreement shall require
the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this
Agreement or the Loan Agreement or the Related Documents relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

(e) Except as otherwise above provided in this Section:

(i) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, or other paper or
document

83

believed by it to be genuine and to be signed or presented by the proper party
or parties;

(ii) whenever in the administration of this Agreement, prior to the
occurrence of an Event of Default specified in Section 802 hereof, the Trustee
shall deem it desirable that a matter be proved or established prior to taking
or suffering any action hereunder, such matters (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a certificate of an Authorized Borrower
Representative and such certificate, in the absence of bad faith on the part of
the Trustee, shall be full warrant to the Trustee for any action taken or
suffered by it under the provisions of this Agreement upon the faith thereof;

(iii) the Trustee may consult with counsel, and the advice of such counsel
or any written opinion of counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

(iv) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, or other
paper or document but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Borrower,
personally or by agent or attorney; provided, however, that the aforesaid right
of examination

84

shall be exercised only upon such reasonable and necessary terms and conditions
as the Borrower shall prescribe, which conditions shall be deemed to include,
but not be limited to, reasonable notice and those conditions necessary to
protect the Borrower's trade secrets and proprietary rights; and

(v) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of
any attorney appointed with due care by it hereunder or under the Loan
Agreement.

Section 906. Compensation. The Authority shall cause the Borrower to pay to
------------
the Trustee its reasonable fees and expenses in accordance with Section 4.05(a)
of the Loan Agreement. If the Borrower shall fail to make any payment required
by this Section 906, the Trustee may, but shall be under no obligation to, make
such payment from any moneys in its possession under the provisions of this
Agreement and shall be entitled to a preference therefor over any of the Bonds
Outstanding.

Section 907. Semi-Annual Statement of Funds on Deposit. It shall be the
-----------------------------------------
duty of the Trustee, on or before the first day of the month following the first
Principal Payment Date, and semi-annually thereafter, to file with the
Authority, the Borrower and the Rating Agency a statement setting forth in
respect of the preceding six (6) calendar months or portion thereof as
applicable:

(a) the amount withdrawn or transferred by it and the amount deposited with
it on account of each fund held by it under the provisions of this Agreement;

85

(b) a brief description of all the obligations held by it as an investment
of moneys in each such fund;

(c) the amounts applied to the payment, purchase or redemption of Bonds and
a description of the Bonds so paid, purchased, or redeemed;

(d) the amount applied to the payment of interest on the Bonds; and

(e) any other information which the Authority, the Borrower or the Rating
Agency may reasonably request.

All records and files pertaining to the Project and the trusts hereunder in
the custody of the Trustee shall be open at all reasonable times to the
inspection of the Authority and the Borrower and their agents and
representatives.

Section 908. Notice of Default. Except in the case of a default under
-----------------
paragraph (a) of Section 802 or as otherwise provided in Section 903 of this
Agreement, the Trustee shall not be obliged to take action in respect of any
Event of Default hereunder or under the Loan Agreement, unless specifically
notified in writing of the action the Trustee is to take in respect of such
Event of Default by the holders of not less than twenty-five per centum (25%) in
aggregate principal amount of the Bonds hereby secured and then Outstanding.
Notwithstanding the foregoing, the Trustee shall, in the case of an Event of
Default under this Agreement and the expiration of any applicable grace or cure
period, provide notice to the Bondholders as required by Section 815 hereof.

Section 909. Trustee May be Bondholder. The bank, national banking
-------------------------
association, or trust company

86

acting as Trustee under this Agreement, and its directors, officers, employees
or agents, may in good faith buy, sell, own, hold and deal in any of the Bonds,
and may join in the capacity of a Bondholder in any action which any Bondholder
may be entitled to take with like effect as if it were not the Trustee under
this Agreement, may engage, as principal or agent, or be interested in any
financial or other transaction with the Authority or the Borrower, may maintain
any and all other general banking and business relations with the Authority or
the Borrower with like effect and in the same manner as if the Trustee were not
a party to this Agreement, and may act as Depository, trustee or agent for any
committee or body of holders of the Bonds issued under and secured by this
Agreement or other obligations of the Authority with like effect and in the same
manner as if the Trustee were not a party to this Agreement; and no implied
covenant shall be read into this Agreement against the Trustee in respect of
such matters.

Section 910. Trustee Not Responsible for Recitals. The recitals, statements
------------------------------------
and representations contained herein and in the Bonds (excluding the Trustee's
certificates of authentication on the Bonds) shall be taken and construed as
made by and on the part of the Authority and not by the Trustee, and the Trustee
shall not be under any responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this
Agreement, the Loan Agreement or of the Bonds. The Trustee shall not be
accountable for the use or application, other than as herein provided, of any of
the proceeds of the Bonds.

87

Section 911. Trustee Not Responsible for Recording. Subject to the duties
-------------------------------------
of which may arise under Section 905(b) of this Agreement, the Trustee shall not
be under any obligation to see to the recording or filing of this Agreement, the
Loan Agreement, the Related Documents or any other instrument or otherwise to
see to the giving to any Person of notice of the provisions hereof or thereof.

Section 912. Trustee May Rely on Certificates. Subject to the provisions of
--------------------------------
Section 905(b) hereof, the Trustee shall be protected and shall incur no
liability in acting or proceeding, or in not acting or not proceeding, in good
faith, reasonably and in accordance with the terms of this Agreement, upon any
resolution, order, notice, request, consent, waiver, certificate, statement,
affidavit, requisition, bond or other paper or document which it shall in good
faith reasonably believe to be genuine and to have been adopted or signed by the
proper board or person or to have been prepared and furnished pursuant to any of
the provisions of this Agreement, the Loan Agreement or any Related Document, or
upon the written opinion of any attorney, engineer, accountant or other expert
believed by it to be qualified in relation to the subject matter, and the
Trustee shall not be under any duty to make any investigation or inquiry as to
any statements contained or matters referred to in any such instrument.

Section 913. Qualification of the Trustee. There shall at all times be a
----------------------------
Trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States of America, the Commonwealth or any state,
authorized

88

under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least Fifty Million Dollars ($50,000,000), subject to
supervision or examination by federal, Commonwealth or state authority, having
its principal trust office in the Commonwealth or in one of the states of the
United States of America and having a rating by the Rating Agency of no less
than "BBB" (or such lower rating which is acceptable to the Rating Agency in its
sole discretion, which acceptability shall be so confirmed in writing by the
Rating Agency to the Trustee). If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus and the reported deposits of such
corporation shall be deemed to be its combined capital and surplus and reported
deposits, respectively, as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect specified in Section 914 hereof.

Section 914. Resignation and Removal of Trustee.
----------------------------------
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 915 hereof.

(b) The Trustee may resign at any time by giving written notice thereof to
the Authority, the Borrower and the Rating Agency. If an instrument of
acceptance by a successor Trustee shall not have

89

been delivered to the Trustee within thirty (30) days after the giving of such
notice of resignation, the retiring Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


(c) The Trustee may be removed at any time by demand of the holders of a
majority in principal amount of the Bonds then Outstanding, signed in person by
such holders or by their attorneys, legal representatives or agents and
delivered to the Trustee, the Authority and the Borrower (such demand to be
effective only when received by the Trustee, the Authority and the Borrower).
For the purpose of determining whether the Bondholders of the required principal
amount of Bonds have concurred in any such direction, Bonds owned by the
Borrower, or by any person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Borrower, shall be
disregarded, except that only Bonds which the Trustee knows are so owned shall
be so disregarded.

(d) If at any time:

(1) the Trustee shall cease to be eligible under Section 913 hereof and
shall fail to resign after written request therefor by the Borrower or by any
Bondholder who shall have been a bona fide Bondholder for at least six (6)
months; or

(2) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (i) the Authority or the Borrower may
remove the

90

Trustee, or (ii) subject to Section 804 hereof, any Bondholder who has been a
bona fide Bondholder for at least six (6) months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the
Authority, with the approval of the Borrower, shall promptly appoint a successor
Trustee. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed by an
instrument or concurrent instruments in writing executed by the holders of a
majority in principal amount of the Bonds then Outstanding delivered to the
Authority, the Borrower and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Borrower
and approved by the Authority. If no successor Trustee shall have been so
appointed by the Borrower and approved by the Authority, or appointed by the
Bondholders, and accepted appointment in the manner hereinafter provided, any
Bondholder who has been a bona fide holder of a Bond for at least six (6) months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee.

(f) The Authority shall give written notice by first-class mail, postage
prepaid, of each

91

resignation and each removal of the Trustee and each appointment of a successor
Trustee to all Bondholders and the Rating Agency. Each notice shall include the
name and address of the corporate trust office of the successor Trustee.

Section 915. Successor Trustee. Every successor Trustee appointed hereunder
-----------------
shall execute, acknowledge and deliver to its predecessor, and also to the
Authority and the Borrower an instrument in writing accepting such appointment
hereunder, and thereupon such successor Trustee without any further act, shall
become fully vested with all the rights, immunities, powers and trusts, and be
subject to all the duties and obligations of its predecessor; but such
predecessor shall, nevertheless, on the written request of its successor or of
the Authority or the Borrower and upon payment of the expenses, charges and
other disbursements of such predecessor which are payable pursuant to the
provisions of Section 906 hereof, execute and deliver an instrument transferring
to such successor Trustee all the rights, immunities, powers and trusts of such
predecessor hereunder; and every predecessor Trustee shall deliver all property
and moneys held by it hereunder to its successor, subject, nevertheless, to its
preference, if any, provided for in Sections 902 and 906 hereof. Should any
instrument in writing from the Authority be required by any successor Trustee
for more fully and certainly vesting in such Trustee the rights, immunities,
powers and trusts hereby vested or intended to be vested in the predecessor
Trustee, any such instrument in writing shall and will, on request, be executed,
acknowledged and delivered by the Authority.

92

Notwithstanding any of the foregoing provisions of this Article, any bank,
national association, or trust company having power to perform the duties and
execute the trusts of this Agreement and otherwise qualified to act as Trustee
hereunder with or into which the bank, national association, or trust company
acting as Trustee, may be converted, merged or consolidated, or to which the
corporate trust business assets as a whole or substantially as a whole of such
bank, national association, or trust company may be sold, shall be deemed the
successor of the Trustee.

Section 916. Money Held in Trust. Money held by the Trustee in trust under
-------------------
this Agreement shall not be commingled with the funds of any other Person and
shall be maintained in a segregated account. Subject to the provisions of
Section 602 hereof, the Trustee shall be under no liability for interest on any
money received by it under this Agreement, except as otherwise agreed by the
Authority and the Borrower.

Section 917. Notices to Rating Agency. So long as any Bond shall be rated,
------------------------
the Trustee shall furnish to the Rating Agency then rating the Bonds (i)
immediate notice of any Event of Default hereunder or under the Loan Agreement,
(ii) copies of all financial statements, reports and certificates delivered by
the Borrower or the Authority hereunder, (iii) copies of executed Leases and
certified rent rolls with respect to the Shopping Center received by the
Borrower, (iv) notice of any change, resignation or removal of the Trustee or a
successor trustee, (v) notice of any amendment or supplement to the Loan
Agreement, a Related Document or a Credit Enhancement, and (vi)

93

any notice received by the Trustee from the Authority or the Borrower hereunder.

Section 918. Amendment of Credit Enhancement. Except as provided in Section
-------------------------------
4.09 of the Loan Agreement, the Trustee shall not consent to any amendment or
modification of any provision of the Credit Enhancement which would reduce the
amount of any payment required to be made thereunder to the Trustee, or would
postpone the time of any such payment, or would alter the conditions under which
any such payment is made, or any other amendment or modification which would
adversely affect the security of the holders of the Bonds.

In the event of a default by the Guarantor or the Letter of Credit Bank, as
applicable, under the Credit Enhancement, the Trustee is hereby authorized and
required to enforce all of its rights in and under such Credit Enhancement, by
such actions, at law or in equity, as it deems necessary in order to protect the
interest of the holders of the Bonds. No default by the Guarantor or the Letter
of Credit Bank, as applicable, under the terms of its Credit Enhancement shall
relieve or reduce any obligations of the Borrower under this Agreement.

Section 919. Trustee Authorized to Appear in Partial Releases of Mortgage,
-------------------------------------------------------------
Segregations, Easements and Non-Disturbance Agreements. The Trustee is hereby
- ------------------------------------------------------
authorized to appear on behalf of the Authority and at the request of the
Borrower in such public and private documents as shall be necessary or
convenient, all as provided in the Loan Agreement, to comply with the
obligations of the Authority under Sections 5.16 and 5.20 of the Loan Agreement
and under Section 26 of the Pledge Agreement.

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ARTICLE X
Execution of Instruments by Bondholders
and Proof of Ownership of Bonds

Section 1001. Execution of Instruments by Bondholders and Proof of Ownership
--------------------------------------------------------------
of Bonds.
- --------

(a) Any request, direction, consent or other instrument in writing required
or permitted by this Agreement to be signed or executed by Bondholders may be in
any number of concurrent instruments of similar tenor and may be signed or
executed by such Bondholders or their attorneys or legal representatives. Proof
of the execution of any such instrument and of the ownership of Bonds shall be
sufficient for any purpose of this Agreement and shall be conclusive in favor of
the Trustee with regard to any action taken by it under such instrument if made
in the following manner:

(1) The fact and date of the execution by any person of any such
instrument may be proved by the verification of any officer in any jurisdiction
who, by the laws thereof, has power to take affidavits within such jurisdiction,
to the effect that such instrument was subscribed and sworn to before him, or by
an affidavit of a witness to such execution. Where such execution is by a
Person other than an individual, such verification or affidavit shall also
constitute sufficient proof of the authority of the signer.

(2) The ownership of Bonds shall be proved by the registration books kept
under the provisions of Section 206 hereof.

Nothing contained in this Section shall be construed as limiting the Trustee
to such proof, it being intended that the Trustee may accept any other evidence
of the matters herein stated which may be sufficient in the reasonable judgment
of Trustee.

95

Any request or consent of the holder of any Bond shall bind every future holder
of the same Bond or any Bond issued in place thereof in respect of anything done
by the Trustee in furtherance of such request or consent.

(b) If the Authority shall solicit from the holders any request, direction,
consent or other instrument in writing required or permitted by this Agreement
to be signed or executed by Bondholders, the Authority may, at its option, fix
in advance a record date for the determination of holders entitled to give such
request, direction, consent or other instrument, but the Authority shall have no
obligation to do so. If such a record date is fixed, such request, direction,
consent or other instrument may be given before or after such record date, but
only the holders of record at the close of business on such record date shall be
deemed to be holders for the purpose of determining whether holders of the
requisite proportion of Bonds have authorized or agreed or consented to such
request, direction, consent or other instrument, and for that purpose the Bonds
shall be computed as of such record date; provided that no such consent by the
holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Agreement not later than six (6)
months after the record date.

ARTICLE XI
Supplements and Amendments to this Agreement

Section 1101. Supplements and Amendments not Requiring Bondholder Consent.
-----------------------------------------------------------
The Authority and the Trustee may, without the consent or approval of, or notice
to, any of the Bondholders, at any time and from time to time, enter into such
supplements and

96

amendments to this Agreement, in form satisfactory to the Trustee, as shall not
in the opinion of the Trustee be detrimental to the interests of the Bondholders
(which supplements and amendments shall thereafter form a part hereof):

(a) to cure any ambiguity or to make any other provisions with respect to
matters or questions arising under this Agreement; or

(b) to grant or confer upon the Trustee for the benefit of the Bondholders
any additional rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon the Bondholders or the Trustee; or

(c) to correct any description of, or to reflect changes in, any properties
comprising the Shopping Center; or

(d) to add to the covenants of the Authority for the benefit of the
Bondholders or to surrender any right or power herein conferred upon the
Authority; or

(e) to modify, amend or supplement this Agreement or any supplement or
amendment thereto in such manner as to permit the qualification hereof and
thereof under the Trust Indenture Act of 1939 or any similar federal statute
hereafter in effect or to permit the qualification of the Bonds for sale under
the securities laws of any of the states of the United States or the
Commonwealth and, if they so determine, to add to this Agreement or any
supplement or amendment thereto such other terms, conditions and provisions as
may be required by said Trust Indenture Act of 1939 or similar federal statute;
or

(f) to facilitate or permit a payment to be made under the Credit
Enhancement or a draw on the

97

Cash Collateral in the manner contemplated therein or herein; or

(g) to make any other changes which, in the reasonable judgment of the
Trustee, will not restrict, limit or reduce the obligation to pay the principal
of or premium, if any, or interest on the Bonds or otherwise impair the security
of the Bondholders under this Agreement; or

(h) to add to the covenants of Borrower or surrender any right conferred
upon the Borrower.

Section 1102. Supplements and Amendments Requiring Consent of Holders of a
------------------------------------------------------------
Majority in Principal Amount of Bonds. With the consent of the holders of not
- -------------------------------------
less than a majority in aggregate principal amount of the Bonds at the time
Outstanding, the Authority and the Trustee, with the consent of the Borrower,
may, from time to time and at any time, enter into supplements and amendments to
this Agreement for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or any supplement
or amendment to this Agreement or of modifying in any manner the rights of the
holders of the Bonds; provided, however that nothing herein contained shall
permit, or be construed as permitting, without the consent of each Bondholder
affected, (a) an extension of the time for the payment of the principal of,
premium, if any, or the interest on any Bond, or (b) a reduction in the
principal amount of any Bond or the redemption premium, if any, or the rate of
interest thereon, or (c) the creation of any lien or security interest with
respect to the Loan Agreement, or the payments thereunder, other than the lien
created by this Agreement, the Collateral Assignment, the Mortgage,

98

the Mortgage Note and the Pledge Agreement or (d) a preference or priority of
any Bond or Bonds over any other Bond or Bonds, or (e) any modification relating
in any way to the Credit Enhancement or the Cash Collateral, other than
modifications that do not affect the substantive rights of the Trustee to
realize on the Credit Enhancement or draw on the Cash Collateral; or (f) a
reduction in the aggregate principal of the Bonds required for consent to such
supplement or amendment or any waiver hereunder. Nothing herein contained,
however, shall be construed as making necessary the approval by Bondholders of
the execution of any supplemental agreement as authorized in Section 1101
hereof.

The Trustee is not obligated to execute any proposed supplement or amendment
if its rights, obligations and interests would be affected thereby. Nothing
herein will affect any preexisting rights to create liens set forth in this
Agreement. Any amendment or supplement to this Agreement will not become
effective without the consent of the Borrower.

It shall not be necessary for the consent of the Bondholders under this
Section to approve the particular form of any proposed supplement or amendment,
but it shall be sufficient if such consent shall approve the substance thereof.-

If at any time the Authority shall request the Trustee to enter into any
supplement or amendment to this Agreement for any of the purposes of this
Section, the Trustee shall, at the expense of the Authority, cause notice of the
proposed execution of such supplement or amendment to be mailed, postage
prepaid, to all Bondholders. Such notice shall briefly set forth the nature of
the proposed

99

supplement or amendment and shall state that copies thereof are on file at the
corporate trust office of the Trustee for inspection by all Bondholders. The
Trustee shall not, however, be subject to any liability to any Bondholder by
reason of its failure to mail the notice required by this Section, and any such
failure or any defect in such notice shall not affect the validity of such
supplement or amendment when consented to as provided in this Section.

Whenever, at any time within one year after the date of the mailing of such
notice, the Authority shall deliver to the Trustee and the Borrower, an
instrument or instruments in writing purporting to be executed by the holders of
not less than a majority in aggregate principal amount of the Bonds then
Outstanding, which instrument or instruments shall refer to the proposed
supplement or amendment described in such notice and shall specifically consent
to and approve the execution thereof in substantially the form of the copy
thereof referred to in such notice, thereupon, but not otherwise, the Trustee
may execute such supplement or amendment in substantially such form, without
liability or responsibility to any holder of any Bond, whether or not such
holder shall have consented thereto.

If the holders of not less than a majority in aggregate principal amount of
the Bonds Outstanding at the time of the execution of such supplement or
amendment or any record date established in connection therewith pursuant to
Section 1001(b) hereof shall have consented to and approved the execution
thereof as herein provided, no holder of any Bond shall have any right to object
to the execution of such supplement or amendment, or to object to any of the
terms and provisions contained

100

therein or the operation thereof or in any manner to question the propriety of
the execution thereof, or to enjoin or restrain the Trustee or the Authority
from executing the same or from taking any action pursuant to the provisions
thereof.

Section 1103. Supplements and Amendments Deemed Part of Agreement. The
---------------------------------------------------
Trustee is authorized to join with the Authority in the execution of any
supplement or amendment herein provided. Any supplement or amendment to this
Agreement executed in accordance with the provisions of this Article shall
thereafter form a part of this Agreement, and all of the terms and conditions
contained in any such supplement or amendment as to any provision authorized to
be contained therein shall be and shall be deemed to be part of the terms and
conditions of this Agreement for any and all purposes. Upon the execution of
any supplement or amendment to this Agreement pursuant to the provisions of this
Article, this Agreement shall be and be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and obligations under
this Agreement of the Authority, the Trustee and all holders of bonds then
Outstanding shall thereafter be determined, exercised and enforced hereunder,
subject in all respects to such modifications and amendments. In case of the
execution and delivery of any supplement or amendment, express reference may be
made thereto in the text of any Bonds issued thereafter, if deemed necessary or
desirable by the Trustee.

Section 1104. Discretion of Trustee in Entering into Supplements and
------------------------------------------------------
Amendments. In each and every case provided for in this Article, the Trustee
- ----------
shall not be obligated to execute any proposed supplement

101

or amendment, if the rights, obligations and interests of the Trustee would be
thereby affected, and the Trustee shall not be under any responsibility or
liability to the Authority, the Borrower or to any Bondholder or to anyone
whomsoever for its refusal in good faith to enter into any such supplement or
amendment if such supplement or amendment is deemed by it to be contrary to the
provisions of this Article.

The Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an opinion of any counsel, as conclusive evidence that any such
proposed supplement or amendment does or does not comply with the provisions of
this Agreement, and that it is or is not proper for it, under the provisions of
this Article, to join in the execution of such supplement or amendment.

Section 1105. Consent of Borrower, Guarantor, Letter of Credit Bank and
---------------------------------------------------------
Depositor of Cash Collateral Required. Except in the case of any amendment or
- -------------------------------------
supplement permitted by Section 1101(a) anything herein to the contrary
notwithstanding, any such supplement or amended trust agreement shall not become
effective unless and until the Borrower shall have consented thereto in writing.
Anything herein to the contrary notwithstanding, any such supplement or
amendment pertaining to (i) the investment of the Cash Collateral, (ii) the
conditions under which the Cash Collateral may be applied to the Payment of the
Bonds, and (iii) the rights of the Depositor of Cash Collateral, the Guarantor
or the Letter of Credit Bank to the Related Documents and to funds and accounts
held by the Trustee hereunder, shall not become effective (if there shall at the
time be Cash Collateral held by the Trustee hereunder) unless and

102

until the Depositor of Cash Collateral shall have consented thereto in writing,
and in the case of clause (iii) above only (if the Trustee at the time holds a
Guaranty Agreement or Letter of Credit hereunder) when the Guarantor or Letter
of Credit Bank, as applicable, shall have consented thereto in writing.

ARTICLE XII

Supplements and Amendments to Loan Agreement and Related Documents

Section 1201. Supplements and Amendments Not Requiring Consent. The
------------------------------------------------
Authority, the Borrower or the Depositor of Cash Collateral or issuer of a
Credit Enhancement, as the case may be, may enter into, and the Trustee may
consent to, from time to time and at any time, such amendments and supplements
to the Loan Agreement, the Credit Enhancement and the Related Documents in form
satisfactory to the Trustee, as shall not be inconsistent with the terms and
provisions thereof and, in the opinion of the Trustee shall not be detrimental
to the interests of the Bondholders (which supplements and amendments shall
thereafter form a part thereof),

(a) to make changes in the Plans and Specifications permitted by the Loan
Agreement; or

(b) to cure any ambiguity or formal defect or omission therein or, any
supplement thereto; or

(c) to identify more precisely the Project; or

(d) to grant to or confer upon the Authority or the Trustee for the benefit
of the Bondholders any additional rights, remedies, powers, benefits, authority
or security that may lawfully be granted to or conferred upon the Authority or
Bondholders or the Trustee; or

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(e) to make any other change, which, in the reasonable judgment of the
Trustee, will not restrict, limit, or reduce the obligation to pay the principal
of, premium, if any, or interest on the Bonds or of the Borrower to make the
payments under the Loan Agreement or otherwise impair the rights of the
Bondholders under this Agreement, the Credit Enhancement, if any, or the Related
Documents; or

(f) to add to the covenants of the Borrower for the benefit of the
Bondholders or to surrender any right or power therein conferred upon the
Borrower.

Section 1202. Supplements and Amendments Requiring Consent of Holders of a
------------------------------------------------------------
Majority in Principal Amount of Bonds. Except for supplements or amendments
- -------------------------------------
provided for in Section 1201, the Authority shall not enter into and the Trustee
shall not consent to any supplement or amendment to the Loan Agreement, the
Credit Enhancement, if any, or the Related Documents unless notice of the
proposed execution of such supplement or amendment shall have been given and the
holders of not less than a majority in aggregate principal amount of the Bonds
then Outstanding shall have consented to and approved the execution thereof, all
as provided for in Section 1102 hereof in the case of supplements and amendments
to this Agreement and with the same effect as provided in Section 1103; provided
that the Trustee shall be entitled to exercise its discretion in consenting or
not consenting to any such supplement or amendment in the same manner as
provided for in Section 1104 hereof in the case of supplements and amendments to
this Agreement.

Section 1203. Consent of Borrower, Guarantor, Letter of Credit Bank and
---------------------------------------------------------
Depositor of Cash Collateral Required. Except in the case of any
- -------------------------------------

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amendment or supplement permitted by Section 1201(b), anything herein to the
contrary notwithstanding, any such supplement or amendment to the Loan Agreement
and Related Documents shall not become effective unless and until the Borrower
shall have consented thereto in writing. Anything herein to the contrary
notwithstanding, any such supplement or amendment pertaining to (i) the
investment of the Cash Collateral, (ii) the conditions under which the Cash
Collateral may be applied to the Payment of the Bonds, and (iii) the rights of
the Depositor of Cash Collateral, the Guarantor or the Letter of Credit Bank to
the Related Documents and to funds and accounts held by the Trustee hereunder,
shall not become effective (if there shall at the time be Cash Collateral held
by the Trustee hereunder) unless and until the Depositor of Cash Collateral
shall have consented thereto in writing, and in the case of clause (iii) above
only (if the Trustee at the time holds a Guaranty Agreement or Letter of Credit
hereunder) when the Guarantor or Letter of Credit Bank, as applicable, shall
have consented thereto in writing.

ARTICLE XIII

Defeasances

Section 1301. Defeasance. If there is paid or caused to be paid from the
----------
Bond Fund in accordance with the provisions of Sections 503 and 504 to the
holders of all of the Bonds secured hereby the principal of, interest and
premium, if any, which is and shall thereafter become due and payable thereon,
together with all other sums payable hereunder by the Authority, then and in
that case the rights, title and interest of the Trustee hereunder shall cease,
terminate and become void, and such Bonds

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shall cease to be entitled to any lien, benefit or security under this
Agreement. In such event, subject to the rights of the Depositor of Cash
Collateral or issuer of a Credit Enhancement under the Pledge Agreement, and
Section 1302 of this Agreement, the Trustee shall transfer and assign to the
Borrower all property then held by the Trustee, shall execute such documents as
may be reasonably required by the Authority or the Borrower to evidence such
transfer and assignment and shall turn over to the Borrower any surplus in the
Bond Fund and any balance remaining in the Project Fund and Reserve Fund.

If the Authority shall pay or cause to be paid to the holders of less than
all of the Outstanding Bonds the principal of, premium, if any, and interest
which is and shall thereafter become due and payable upon such Bonds, such
Bonds, or portions thereof, shall cease to be entitled to any lien, benefit or
security under this Agreement.

Any Outstanding Bond shall be deemed to have been paid within the meaning and
with the effect expressed in this Section 1301 when the whole amount of the
principal of, premium, if any, and interest on such Bond shall have been paid or
when (a) in case said Bonds have been selected for redemption in accordance with
Section 301 hereof prior to their maturity, the Borrower shall have given to the
Trustee irrevocable instructions to give in accordance with the provisions of
Section 302 hereof notice of redemption of such Bonds, (b) there shall have been
deposited with the Trustee and specifically designated for the purpose of
defeasance, moneys in an amount which shall be sufficient, or Government
Obligations, which shall

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not contain provisions permitting the redemption thereof other than at the
option of the holder, the principal of and the interest on which when due, and
without any reinvestment thereof, will provide moneys which, together with the
moneys, if any, deposited with or held by the Trustee available therefor, shall
be sufficient to pay when due the principal of premium, if any, and interest due
and to become due on said Bonds or portions thereof on or prior to the
redemption date or maturity date thereof, as the case may be, and (c) in the
event said Bonds do not mature and are not to be redeemed within the next
succeeding sixty (60) days, the Borrower shall have given the Trustee
irrevocable instructions to give notice, as soon as practicable in the same
manner as a notice of redemption is given pursuant to Section 302 hereof, to the
holders of said Bonds, stating that the deposit of moneys or Government
Obligations required by clause (b) of this paragraph has been made with the
Trustee and that said Bonds are deemed to have been paid in accordance with this
Section and stating such maturity or redemption date upon which moneys are to be
available for the payment of the principal of, premium, if any, and interest on
said Bonds; (d) the Trustee shall have received an opinion of counsel, which
counsel shall be experienced in bankruptcy matters, satisfactory to the Trustee
and the Authority, to the effect that the payment to the holders of the Bonds of
the moneys described in clause (b) of this paragraph would not constitute a
transfer which may be voided under any provision of the United States Bankruptcy
Code in the event of an Act of Bankruptcy; and (e) the Trustee shall have
received an opinion of counsel experienced in tax

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matters under the Code satisfactory to the Trustee and the Authority, to the
effect that the deposit described in clause (b) of this paragraph would not
adversely affect the treatment of the interest received by the holders of the
Bonds as income from sources within the Commonwealth.

Neither the moneys nor the Government Obligations deposited with the Trustee
pursuant to this Section nor principal or interest payments on any such
obligations shall be withdrawn or used for any purpose other than, and shall be
held in trust for, the payment of the principal of premium, if any, and interest
on said Bonds. If payment of less than all of the Bonds is to be provided for
in the manner and with the effect expressed in this Section, the Trustee shall
select such Bonds, or portions thereof, in the manner specified in Section
301(g) hereof for selection for redemption of less than all of the Bonds in the
principal amounts designated to the Trustee by the Borrower.

Notwithstanding the defeasance of this Agreement pursuant to this Section
1301, the obligation of the Borrower to compensate and indemnify the Authority
under Sections 4.05, 4.06 and 5.06 of the Loan Agreement and to indemnify the
Authority, the Trustee, and the Bondholders under Section 5.08 of the Loan
Agreement shall survive.

Section 1302. Rights of Depositor of Cash Collateral, Guarantor and Letter
------------------------------------------------------------
of Credit Bank Upon Payment of the Bonds. In the event that the Trustee shall
- ----------------------------------------
exercise its right to draw on the Cash Collateral or Letter of Credit or shall
make a claim against the Guaranty Agreement, the Depositor of Cash Collateral,
the Letter of Credit Bank or the Guarantor, as the case may be, upon Payment of
the

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Bonds, shall be entitled to receive from the Trustee (i) any funds or securities
held by the Trustee in any fund or account existing hereunder, and (ii) an
assignment of all of the Trustee's interest, if any, in the Loan Agreement,
Mortgage, Mortgage Note, Pledge Agreement and Collateral Assignment, until the
Depositor of Cash Collateral, Letter of Credit Bank or Guarantor shall have been
reimbursed in full for all then unreimbursed sums drawn from the Collateral Fund
or under the Letter of Credit or paid out by the Guarantor under the Guaranty
Agreement, and thereafter the Borrower shall be entitled to receive all such
funds, securities and interests. Any payments by the Trustee to the Depositor
of Cash Collateral, Letter of Credit Bank or to the Guarantor pursuant to this
Section 1302 shall be made pursuant to instructions of the Depositor of Cash
Collateral, Letter of Credit Bank or the Guarantor, as the case may be.

Section 1303. Surrender of Credit Enhancement Upon Payment of the Bonds.
---------------------------------------------------------
Upon Payment of the Bonds, and in the event that there shall then be outstanding
a Credit Enhancement or Cash Collateral, the Trustee shall deliver the Credit
Enhancement to the Guarantor or Letter of Credit Bank, as applicable, and pay
over the Cash Collateral to the Depositor thereof, as the case may be.

ARTICLE XIV
Miscellaneous Provisions

Section 1401. Covenants of Authority Bind its Successors. In the event of
------------------------------------------
the dissolution of the Authority, all of the covenants, stipulations,
obligations and agreements contained in this Agreement by or on behalf of or for
the benefit of the Authority shall bind or inure to the benefit of

109

the successor or successors of the Authority from time to time and any officer,
board, commission, authority, agency or instrumentality to whom or to which any
power or duty affecting such covenants, stipulations, obligations and agreements
shall be transferred by or in accordance with law.

Section 1402. Notices. Any notice, demand, direction, request or other
-------
instrument authorized or required by this Agreement to be given to or filed with
the Authority, the Trustee, or the Borrower shall be in writing and given by (i)
first class mail, registered or certified, return receipt requested, or (ii)
private courier service, next day delivery, or (iii) telefax or other similar
form of rapid transmission, confirmed as provided in clauses (i) and (ii)
hereof, at substantially the same time as such rapid transmission, or (iv)
personally delivered to the receiving party or, if not an individual, to an
officer of the receiving party. All such communications shall be mailed, sent
or delivered as follows: If to the Authority: Puerto Rico Industrial, Tourist,
Educational, Medical and Environmental Control Facilities Financing Authority,
c/o Government Development Bank for Puerto Rico, G.P.O. Box 42001, San Juan,
Puerto Rico 00940, (Telecopy number: (809) 726-1440) Attention: Gregory
Kaufman, Executive Director;

If to the Borrower: Palma Real Associates, S.E., 255 Ponce de Leon Avenue,
Suite 1501, Royal Bank Center, Hato Rey, Puerto Rico 00917 (Telecopy number:
(809) 753-8647) Attention: Managing Partner;

With copies to: Mark Davis, Esq., 7104 Melrose Castle Lane, Boca Raton, FL
33496 (Telecopy Number: (407) 482-4922); Ms. Mari Lee Holtzman, 100 South Dixie
Highway, Suite 200, West Palm Beach, FL 33431

110

(Telecopy Number (407) 659-3185); Samuel Susi, Esq., 1900 Glades Road, Suite
280, Boca Raton, FL 33431 (Telecopy Number: (407) 394-0888); Wal-Mart Stores,
Inc., 702 SW 8th Street, Bentonville, Arkansas 72716 (Telecopy Number: (501)
273-4329) Attention: President;

If to the Trustee: Banco Popular de Puerto Rico, Banco Popular Center, 209
Munoz Rivera Avenue, San Juan, Puerto Rico 00918 (Telecopy Number: (809)754-
1267) Attention: Corporate Trust Department.

If to the Guarantor: Wal-Mart Stores, Inc., 702 SW 8th Street, Bentonville,
Arkansas 72716 (Telecopy Number: (501) 273-4329) Attention: President.

With a copy to: Wal-Mart Legal Team, Wal-Mart Stores, Inc., 702 SW 8th Street,
Bentonville, Arkansas 72716 (Telecopy Number: (501) 273-8650) Attention:
General Counsel.

If to the Rating Agency: Duff & Phelps Credit Rating Co., 55 East Monroe
Street, Chicago, Illinois 60603 (Telecopy Number: (312) 263-2852), Attention:
Structured Finance Commercial Real Estate Group Monitoring.

All documents received by the Trustee under the provisions of this Agreement,
or photographic copies thereof, shall be retained in its possession until this
Agreement shall be released in accordance with the provisions of this Agreement,
subject at all reasonable times to the inspection of the Authority and the
Bondholders and the agents and representatives thereof.

A duplicate copy of each notice, certificate, request or other communication
given hereunder to the Authority, the Borrower, or the Trustee shall also be
concurrently given to each of the others. The Authority, the Trustee and the
Borrower, may, by

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notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.

All notices, demands, directions, certificates, requests, consents and
instruments or other communications delivered in connection with this Agreement,
shall be effective on receipt or first refusal thereof.

Section 1403. Substitute Mailing. In case, by reason of the suspension of
------------------
regular mail service as a result of strike, work stoppage or similar activity,
or if it shall be impractical to mail notice of any event to Bondholders when
such notice is required to be given pursuant to any provision of this Agreement,
any manner of giving notice as shall be satisfactory to the Trustee and the
Authority shall be deemed to be a sufficient giving of such notice.

Section 1404. Rights under Agreement. Except as herein otherwise expressly
----------------------
provided, nothing in this Agreement expressed or implied is intended or shall be
construed to confer upon any Person other than the parties hereto, the Borrower,
the issuer of the Credit Enhancement, the Depositor of Cash Collateral and the
holders of the Bonds, any right, remedy or claim, legal or equitable, under or
by reason of this Agreement or any provision hereof, this Agreement and all its
provisions being intended to be and being for the sole and exclusive benefit of
the parties hereto, the Borrower, the issuer of the Credit Enhancement, the
Depositor of Cash Collateral and the holders from time to time of the Bonds
issued hereunder.

Section 1405. Severability. In case any one or more of the provisions of
------------
this Agreement or of the

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Bonds issued hereunder shall for any reason be held to be illegal or invalid,
such illegality or invalidity shall not affect any other provision of this
Agreement or of the Bonds, but this Agreement and the Bonds shall be construed
and enforced as if such illegal or invalid provision had not been contained
therein. In case any covenant, stipulation, obligation or agreement contained
in the Bonds or in this Agreement shall for any reason be held to be in
violation of law, then such covenant, stipulation, obligation or agreement shall
be deemed to be the covenant, stipulation, obligation or agreement of the
Authority to the full extent permitted by law.

Section 1406. Covenants of Authority not Covenants of Officials
-------------------------------------------------
Individually. No covenant, stipulation, obligation or agreement contained
herein shall be deemed to be a covenant, stipulation, obligation or agreement of
any present or future member, agent or employee of the Authority in his
individual capacity, and neither the members of the Board nor any other officer
of the Board or the Authority executing the Bonds shall be liable personally on
the Bonds or be subject to any personal liability or accountability by reason of
the issuance thereof. No member of the Board of the Authority and no officer,
agent or employee of the Board or the Authority shall incur any personal
liability in acting or proceeding or in not acting or not proceeding, in good
faith, reasonably and in accordance with the terms of this Agreement.

Section 1407. Puerto Rico Law Governs. This Agreement shall be governed by
-----------------------
and construed in accordance with the laws of the Commonwealth of Puerto Rico.

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Section 1408. Payments, Notices,Deposits Due on Saturdays, Sundays and
--------------------------------------------------------
Holidays. In case where the date of maturity of, interest on premium, if any,
- --------
or principal of the Bonds or the date fixed for redemption of any Bonds shall be
any day other than a Business Day, then payment of interest premium, if any, or
principal need not be made on such date but may be made on the next succeeding
Business Day with the same force and effect as if made on the date of maturity
or the date fixed for redemption, and no interest on such payment shall accrue
for the period after such date.

Section 1409. Headings, Not Part of Agreement. Any headings preceding the
-------------------------------
text of the several articles and sections hereof, and any table of contents or
marginal notes appended to copies hereof, shall be solely for convenience of
reference and shall not constitute a part of this Agreement, and they shall not
affect its meaning, construction or effect.

Section 1410. Agreement Supersedes Prior Agreements. This Agreement
-------------------------------------
supersedes any other prior agreement, written or oral, between the parties
hereto with respect to the Bonds.

ACCEPTANCE

The appearing parties accept this Deed as drafted and confirm that the same
has been drawn up in accordance with their instructions.

I, the Notary, hereby certify that this Deed was read by the persons
appearing herein; that I advised them of their right to have witnesses present
at the execution hereof, which right they waived, that I advised them of the
legal effects of this Deed; that they acknowledged that they understood the
contents of this Deed and its legal effect and that they are

114

fluent in the English language and that thereupon they signed this Deed before
me and affixed their initials to each and every page hereof to which fact and to
all other matters hereinbefore stated, I the Notary, do hereby GIVE FAITH and
ATTEST.

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