FORM OF LOAN AGREEMENT

EXHIBIT 4(c)



LOAN AGREEMENT

This Agreement dated as of February 1, 1995 by and between Puerto Rico
Industrial, Tourist, Educational, Medical and Environmental Control Facilities
Financing Authority, a public corporation and governmental instrumentality of
the Commonwealth of Puerto Rico, (the "Authority") and Palma Real Associates,
S.E., a partnership organized under the laws of the Commonwealth of Puerto Rico
(the "Borrower").

WITNESSETH

WHEREAS, by Act No. 121 of the Legislature of Puerto Rico, approved
June 27, 1977, as amended, the Authority was created a body corporate and
politic constituting a public corporation and governmental instrumentality of
the Commonwealth of Puerto Rico; and

WHEREAS, the Authority is authorized under the Act to borrow money and
issue bonds therefor for the purpose of paying costs incurred in connection with
the acquisition, construction, development, equipping, installation and
improvement of industrial facilities and paying such obligations and liabilities
in connection therewith, for the purpose of constructing, installing and
improving, making additions or extensions thereto or rehabilitating, remodeling
or modernizing such facilities;

WHEREAS, the principal of and the premium, if any, and the interest on
the bonds shall be payable solely from the funds provided by the Borrower; and

WHEREAS, in order to secure the prompt and faithful performance of the
Borrower, Wal-Mart Stores, Inc. (the "Guarantor") has entered into a Guaranty
Agreement (as hereinafter defined) dated the Date of Issuance (as hereinafter
defined) with 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 then current Enhancement Amount (as hereinafter defined); and

WHEREAS, the Authority has entered into a Trust Agreement (as
hereinafter defined), dated the Date of Issuance, with Banco Popular de Puerto
Rico, as Trustee, for the purpose of authorizing the issuance of $43,450,000
aggregate principal amount of its Industrial Revenue Bonds, 1995 Series A (Plaza
Palma Real Project) (the "Bonds"); and

WHEREAS, the Authority is entering into this Agreement with the
Borrower to provide funds for: (i) the financing of the acquisition,
construction, development, equipping, installation and improvement of the
Shopping Center (as hereinafter defined); (ii) the deposit of the Reserve Fund
Amount (as hereinafter defined) in

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the Reserve Fund (as hereinafter defined); and (iii) the payment of other costs,
expenses and fees incurred in connection with the issuance of the Bonds
(collectively, the "Project"); and

WHEREAS, the Authority is issuing the Bonds to lend the proceeds
thereof to the Borrower and to pay the Cost (as hereinafter defined) of the
Project and the Borrower is obligated to pay, or cause to be paid, to the
Authority amounts sufficient to pay the principal of, the premium, if any, and
the interest on such Bonds.

NOW, THEREFORE, in consideration of the respective premises and the
respective representations and agreements herein contained, the parties hereto
agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01. DEFINITIONS. As used in this Agreement and unless
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otherwise expressly indicated, or unless the context clearly requires otherwise:

(a) All the agreements or instruments herein defined shall mean such
agreements or instruments as the same may from time to time be supplemented or
amended or the terms thereof waived or modified to the extent permitted by, and
in accordance with, the terms thereof and of this Agreement.

(b) The following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

"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.

"Additional Indebtedness Debt Service Coverage Ratio" shall mean the
quotient resulting from dividing, at the time of calculation, the Net Operating
Income of the Shopping Center for the preceding twelve (12) month period, or if
acceptable to the Rating Agency, projected over the next twelve (12) month
period, by the amount necessary to pay the principal of and the interest on the
Bonds and such additional Indebtedness at their highest scheduled amortization
over any twelve (12) month period, and reviewed by an Independent Accountant.

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"Additional Indebtedness Loan-to-Value-Ratio" shall mean the quotient,
resulting from dividing, at the time of calculation, the then current Exposure
Amount, plus the principal amount of any proposed additional Indebtedness, by
the Appraised Value of the Shopping Center which has been reviewed by an
Independent Accountant.

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

"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 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

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the specimen signature of each such person and signed on behalf of the Authority
by an authorized officer thereof.

"Authorized 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.

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

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

"Bonds" shall mean the bonds authorized to be issued under Section 208
of the Trust 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 banks in San Juan, Puerto Rico are authorized or
required by law or executive order to close.

"Cash 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" shall have the meaning ascribed such term in Section 9.02
hereof.

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

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

"Commonwealth" shall mean the Commonwealth of Puerto Rico.

"Completion Date" shall have the meaning ascribed such term in Section
3.06 hereof.

"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 the Trust Agreement.

"Credit Enhancement" shall mean the Guaranty Agreement or the Letter
of Credit, as applicable, so long as credit enhancement shall be required
pursuant to the provisions of Section 4.01(e) and Section 4.01(f) hereof.

"Date of Issuance" shall mean February __, 1995.

"Debt Service Factor" shall equal 9.34.

"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.

"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 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

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extent the amount in (iii) shall be positive, a certification that such amount
plus two hundred ten (210) days' interest thereon at 8.1% 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 this Agreement.

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

"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
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.

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"Indebtedness" shall mean: (i) any debt for borrowed money; (ii)
obligations evidenced by bonds, debentures, notes or other similar instruments;
(iii) obligations to pay the deferred purchase price of property; and (iv)
obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, debt or obligations of others of
the kinds referred to in clauses (i) through (iii) above.

"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.

"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).

"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.

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"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.

"Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind including, without limitation, any
conditional sale or other title retention agreement, any lease in the nature
thereof, or the filing of, or any agreement to give, any financing statement
under the Uniform Commercial Code of any jurisdiction or any similar statement
under the laws of the Commonwealth (other than informational filings in respect
of equipment leased under any lease not intended as security, within the meaning
of the Uniform Commercial Code or the laws of the Commonwealth).

"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.

"Managing Partner" shall mean, initially, Mark B. Davis, the current
managing partner of the Borrower, or any successor managing partner of the
Borrower, from time to time, as the case may be.

"Mandatory Project Termination Date" shall have the meaning ascribed
such term in Section 3.06 hereof.

"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.

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"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) hereof.

"Net Insurance Proceeds" shall have the meaning ascribed such term in
Section 9.02 hereof.

"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.

"Partner Debt" shall mean Indebtedness of the Borrower in favor of one
or more of the partners of the Borrower, which shall, at all times, and in all
respects, be subject and subordinate to the Mortgage, shall not be subject to
foreclosure or acceleration so long as any of the Bonds shall remain
Outstanding, and for 366 days after the Bonds have been paid in full; and, the
Partners, as holders of such Indebtedness, shall assign all rights to vote as a
creditor of the Borrower, in a bankruptcy by or against the Borrower, to the
Trustee, for the benefit of the Bondholders.

"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.

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"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 the Trust 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) hereof.

"Permitted Lien" shall mean: (i) the statutory mortgage constituted
in favor of the Commonwealth and its corresponding municipalities for land taxes
not yet subject to fines, penalties, interests or costs for non-payment and
Liens for taxes the payment of which is being contested as permitted by Section
12 of the Pledge Agreement; (ii) defects, irregularities, minor survey
exceptions, minor encumbrances, easements or reservations of, or rights of
others for rights of way, highways and railroad crossings, sewers, electric
lines, telegraph and telephone lines or other similar purposes existing on the
date hereof or hereafter created and necessary for the operation of the Shopping
Center; and (iii) those non-mortgage Liens which are superior to the Mortgage
and described therein and Leases to which the Mortgage may be subordinated in
the future pursuant to Section 5.16 hereof.

"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.

"Preliminary Official Statement" shall mean the Preliminary Official
Statement dated January 17, 1995 relating to the offer and sale of the Bonds.

"Principal Payment Dates" shall mean January 1 and July 1 of each
year, commencing January 1, 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 the Trust
Agreement.

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"Qualified Bondholder" shall have the meaning ascribed such term in
Section 5.10(b) hereof.

"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.

"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.

"Release Debt Service Coverage Ratio" shall mean the quotient
resulting from dividing, at the time of calculation, the Net Operating Income of
the Project for the then previous twelve (12) month period (or, if acceptable to
the Rating Agency, in its sole discretion, for the then forthcoming twelve (12)
month period), after taking into consideration the reduction in actual (or
projected) Net Operating Income available to service the Bonds and any
additional Indebtedness due to any requested release(s) from the Mortgage, by
the amount necessary to pay the principal of and interest on the Bonds and any
additional Indebtedness scheduled for payment over the same twelve (12) month
period for which the Net Operating Income was calculated, as reviewed by an
Independent Accountant.

"Release Loan-to-Value-Ratio" shall mean the quotient resulting from
dividing, at the time of calculation, the then current Exposure Amount by the
Appraised Value of the Project as determined by an Appraiser no later than one
(1) year prior to such time, after taking into consideration the reduction in
Appraised Value due to any requested release(s) from the Mortgage, as reviewed
by an Independent Accountant.

"Reserve Fund" shall mean the fund created by the provisions of
Section 509 of the Trust Agreement.

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

"Restoration" shall have the meaning ascribed such term in Section
9.02 of this Agreement.

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"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.

"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 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.

"Taking" shall have the meaning ascribed such term in Section 9.02(c)
hereof.

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

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

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

"Trust Agreement" shall mean the Trust Agreement dated the Date of
Issuance by and between the Authority and the Trustee, as the same may be
amended or supplemented in accordance with the terms hereof.

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

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

"Underwriter" shall mean PaineWebber Incorporated of Puerto Rico.

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"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 1.02. RULES OF CONSTRUCTION.
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(a) Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders.

(b) Unless the context shall otherwise indicate, the words "Bond",
"owner", "holder" and "Person" shall include the plural as well as the singular
number, "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, and "holder" and
"Bondholder" when used herein with respect to Bonds shall mean the registered
owner of Bonds at the time issued and outstanding under the Trust Agreement.

(c) Words importing the redemption or calling for redemption of the
Bonds shall not be deemed to refer to or connote the Payment of the Bonds at
their stated maturity.

(d) The captions or headings in this Agreement are for convenience
only and in no way define, limit or describe the scope or intent of any
provisions or sections of this Agreement.

(e) All references herein to particular articles, sections or
exhibits, are references to articles, sections or exhibits of this Agreement
unless some other reference is established.

(f) Except as provided in Section 8.04 hereof, any inconsistencies
between the provisions of this Agreement and the provisions of the Trust
Agreement shall be resolved in favor of the provisions of the Trust Agreement.

(g) Unless otherwise specified herein, all accounting terms used
herein shall be interpreted, all accounting determinations hereunder shall be
made, and all financial statements required to be delivered hereunder shall be
prepared, in accordance with generally accepted accounting principles as in
effect from time to time, as promulgated by the American Institute of Certified
Public Accountants, applied on a basis consistent with the financial statements
of the Borrower delivered to the Authority (except for changes approved by the
Borrower's Independent Accountant).

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ARTICLE II

REPRESENTATIONS

Section 2.01. REPRESENTATIONS BY THE AUTHORITY.
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The Authority represents that:

(a) It is a duly constituted and existing body corporate and politic
constituting a public corporation and governmental instrumentality of the
Commonwealth, established under the Act.

(b) Under the provisions of the Act, the Authority is duly authorized
to enter into, execute and deliver this Agreement, and the Related Documents to
which it is a party, to undertake the transactions contemplated hereby and
thereby and to carry out its obligations hereunder and thereunder.

(c) By duly adopted resolution, the Authority has duly authorized
the execution and delivery of this Agreement, the Trust Agreement and the
Related Documents to which it is a party, and the issuance and sale of the
Bonds.

(d) Under existing law, all payments received by the Authority
pursuant to this Agreement are exempt from taxation by the Commonwealth.

(e) The Authority shall not submit the statement provided in Section
149(c)(2) of the Code with respect to the Bonds.

Section 2.02. REPRESENTATIONS BY THE BORROWER. The Borrower
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represents and warrants to the Authority as follows:

(a) Due Organization. It is a partnership duly organized and validly
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existing under the laws of the Commonwealth and duly qualified to do business in
the Commonwealth, has made an election to be treated as a special partnership
under Supplement P of the ITA, has all necessary power and authority to own its
properties and to conduct its business as presently conducted or as proposed to
be conducted, and to enter into and perform this Agreement and the Related
Documents to which it is a party and possesses or will possess all material
licenses and approvals necessary for the conduct of its business, as so
described.

(b) No Violation. The execution, delivery and performance by the
------------
Borrower of this Agreement and the Related Documents to which it is a party,
have been duly authorized by all necessary partnership action, and do not and
will not violate any law or any regulation, order, writ, injunction or decree of
any court or governmental body, agency or other instrumentality applicable to
the Borrower, or result in a breach of any of the material terms, conditions or
provisions of, or constitute a default under, or

14

result in the creation or imposition of any Lien upon any of the assets of the
Borrower (except as contemplated hereby and by the Related Documents) pursuant
to the terms of Borrower's partnership agreement as now in effect, or any
mortgage, indenture, license, approval, agreement, instrument or document to
which the Borrower is a party or by which it or any of its properties is bound.

(c) Consents. All authorizations, consents and approvals of,
--------
notices to, registrations or filings with or other actions in respect of or by,
any governmental body, agency or other instrumentality or court required in
connection with the execution, delivery and performance by the Borrower of this
Agreement and the Related Documents to which it is a party have been or will be
duly obtained or given and are or will be in full force and effect.

(d) Enforceability. Assuming the due authorization and execution of
--------------
the other parties thereto, this Agreement and each Related Document to which
the Borrower is a party is a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization
or any similar laws affecting creditors' rights generally, and by equitable
principles affecting the availability of remedies in the nature of specific
performance.

(e) No Litigation. There is no action, suit, proceeding, inquiry or
-------------
investigation before or by any court, public board or body pending or, to the
knowledge of the Borrower, threatened against the Borrower wherein an
unfavorable decision, ruling or finding would have a material adverse effect on
the properties, business, condition (financial or other) or results of
operations of the Borrower or the transactions contemplated by this Agreement or
the Related Documents or which would adversely affect the validity or
enforceability of, or the authority or ability of the Borrower to perform its
obligations under this Agreement and the Related Documents to which it is a
party.

(f) No Defaults. The Borrower is not in default under its
-----------
partnership agreement as now in effect or any law or any regulation, order,
writ, injunction or decree of any court or governmental body, agency or other
instrumentality applicable to the Borrower, and no material default has occurred
and is continuing under any debt instrument or any indenture or other agreement
or instrument governing the outstanding debt of the Borrower, or any other
contract, agreement or instrument to which it is a party or by which the
Borrower or its property is bound, and no event has occurred which with the
giving of notice or the passage of time or both would constitute such a material
default.

15

(g) Financial Statements.
--------------------

(1) The financial statements of the Borrower dated December 31,
1993, certified by Kevane, Peterson, Soto & Pasarell, Independent Accountant,
copies of which have been delivered to the Authority, fairly present the
financial position of the Borrower as of such date, in conformity with generally
accepted accounting principles consistently applied.

(2) The Borrower has no contingent obligations, liabilities
for taxes or other outstanding liabilities or obligations, fixed or contingent,
which are material, individually or in the aggregate, except as disclosed in the
financial statements described in clause (1) above. Since the date of such
financial statements there has been no material adverse change in the condition
(financial or other), business, operations or prospects of the Borrower.

(h) Disclosure. As of the date hereof, the representations and
----------
warranties herein contained and in the Related Documents do not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements herein and therein, in light of the circumstances under
which they were made, not misleading.

(i) Title; Liens. The Borrower has and will continue to have after
------------
giving effect to the transactions contemplated hereby good, legal, recordable,
marketable, fee simple (pleno dominio), and insurable title to the Mortgaged
Property and, except for Permitted Liens and as contemplated or permitted hereby
or by the Related Documents or reflected in the Title Insurance, the Mortgaged
Property are subject to no Liens, except for Permitted Liens.

(j) Compliance. The Shopping Center and the use, occupancy,
----------
operation and condition thereof are or will be in compliance in all material
respects with all applicable governmental laws, rules and regulations; there are
no material violations or notices or other records of violation of any zoning,
health, safety, building, environmental, or other statute, ordinance or
restriction affecting all or any part of the Mortgaged Property or any use or
condition thereof; all certificates, permits, licenses and authorizations
required for the construction, use and occupancy of the Shopping Center have
been or will be obtained and are or will be in full force and effect; and there
is no governmental proceeding, investigation or inquiry, pending or, to
Borrower's knowledge, threatened, to condemn, purchase or otherwise acquire all
or any part of the Mortgaged Property.

(k) Other Representations and Warranties. The Borrower hereby makes
------------------------------------
to the Authority each of the representations and warranties made by the Borrower
and contained in the Related

16

Documents to which it is a party as if such representations and warranties were
set forth in full herein.

(l) Industrial Facilities. The Borrower intends to cause the
---------------------
Shopping Center to be operated as Industrial Facilities.

(m) Gross Income. For the three (3) year period preceding the Date
------------
of Issuance, or such lesser period as the Borrower has been in existence, more
than twenty percent (20%) of the Borrower's gross income has been derived from
Commonwealth sources within the meaning of the Code and no part of its gross
income is related to the active conduct of a trade or business in the United
States or otherwise outside of the Commonwealth.

(n) Sole Purpose. The Borrower is not engaged in any business other
------------
than the operation of the Shopping Center and does not own or operate and does
not intend, so long as any Bonds are outstanding, to engage in, or otherwise own
or operate any other business or any properties or assets other than the
Shopping Center and those properties or assets directly relating to the
operation thereof.

ARTICLE III

ISSUANCE OF THE BONDS

Section 3.01. CONSTRUCTION OF THE PROJECT. The Authority agrees to
---------------------------
lend to the Borrower funds to be used to pay, solely from the proceeds of the
Bonds and other moneys made available by the Borrower, the Cost of the Project.
The Borrower will cause the Shopping Center to be constructed substantially in
accordance with the Plans and Specifications with all reasonable dispatch; but
if for any reason such construction shall be delayed or shall not be completed
there shall be no resulting diminution in or postponement of the payments
required under this Agreement to be paid by the Borrower.

Section 3.02. REVISION OF DESCRIPTION OF THE PROJECT. The Borrower
--------------------------------------
may cause the description of the Project to be revised from time to time;
provided, however, no change in the description of the Project shall be
inconsistent with the representations incorporated by reference in subsection
(l) of Section 2.02 hereof, and in the case of any change that would render
materially inaccurate the description of the Project, there shall be delivered
to the Trustee and the Authority (i) a new description which shall have been
certified by an Authorized Borrower Representative, and (ii) approvals, if any,
required by the Act.

Section 3.03. AGREEMENT TO ISSUE THE BONDS. The Authority agrees
----------------------------
that it will use its best efforts to issue, sell and deliver the Bonds to the
Underwriter. The proceeds from the sale of the Bonds (including accrued
interest) shall be delivered to the

17

Trustee for deposit in accordance with Section 208 (D) of the Trust Agreement.

Section 3.04. DISBURSEMENTS FROM PROJECT FUND. The Authority and
-------------------------------
the Borrower hereby agree that the moneys in the Project Fund shall be applied
to the payment of the Cost of the Project as described in Section 3.01 above,
and otherwise as provided in accordance with Article IV of the Trust Agreement,
and substantially to the extent of the estimates of the Cost of the Project set
forth in the application filed with the Authority, as such application may be
amended from time to time, and such moneys shall be invested and reinvested in
accordance with the Trust Agreement.

Section 3.05. BORROWER REQUIRED TO PAY COST OF THE PROJECT. If the
--------------------------------------------
moneys in the Project Fund available for the payment of the Cost of the Project
should not be sufficient to pay or cause to be paid the Cost of the Project, the
Borrower agrees to complete the Project and pay all that portion of the Cost of
the Project as may be in excess of the moneys available therefor in the Project
Fund. The Authority does not make any warranty, either express or implied, that
the monies which will be paid into the Project Fund will be sufficient to pay
the Cost of the Project. The Borrower agrees that if, after exhaustion of the
moneys in the Project Fund, the Borrower should pay or cause to be paid any
portion of the Cost of the Project, it shall not be entitled to any
reimbursement therefor from the Authority or from the Trustee, and that it shall
not be entitled to any abatement, diminution or postponement of the payments to
be made pursuant to Article IV of this Agreement.

Section 3.06. ESTABLISHMENT OF COMPLETION DATE; VERIFICATION OF COST
------------------------------------------------------
OF THE PROJECT. The Completion Date for the construction of the Project (the
- --------------
"Completion Date") shall be evidenced to the Trustee by a certificate delivered
to the Trustee, not later than the last day of the thirty sixth (36th) month
succeeding the Date of Issuance (the "Mandatory Project Termination Date") and
signed by an Authorized Borrower Representative, setting forth the Cost of the
Project and stating that, except for amounts not then due and payable or the
liability for the payment of which is being contested or disputed by the
Borrower, the acquisition, construction, equipping, installation and improvement
of the Shopping Center has been completed and the Cost of the Project has been
paid. Notwithstanding the foregoing, such certificate shall state that it is
given without prejudice to any rights the Borrower may have against third
parties which exist at the date of such certificate or which may subsequently
come into being. In addition, the Borrower shall provide to the Authority and
the Trustee: (i) a certificate of an architect (the "Architect's Certificate")
duly licensed to practice in the Commonwealth to the effect that the
construction, equipping, installation and improvement of the Shopping Center has
been completed, such completion conforming substantially to the Plans and

18

Specifications; and (ii) a Certificate of Use; and (iii) evidence that all
mechanics, materialmen and suppliers providing labor or services to the Project
have been paid in full; and (iv) the bring down of Title Insurance covering the
Shopping Center.


The Borrower shall furnish to the Authority, within one hundred and
twenty (120) days after the end of the Borrower's fiscal year during which the
Shopping Center is completed, a written statement prepared by an Independent
Accountant verifying the Cost of the Project.

Section 3.07. CONDITIONS PRECEDENT TO ISSUANCE OF THE BONDS. The
-----------------------------------------------
obligation of the Authority to issue the Bonds is subject to the condition
precedent that the Authority shall have received, on or before the Date of
Issuance the following, each dated such date (except as to dates on those
documents delivered pursuant to paragraphs (c), (e), (i), (j), (k), (l), (m),
(n), (o), (p), (q) and (s) of this Section 3.07), and each in form and
substance satisfactory to the Authority and its counsel:

(a) Certifications, in form and substance satisfactory to the
Authority, of the Managing Partner of the Borrower as to the resolutions
approving this Agreement and the Related Documents and the transactions
contemplated hereby and thereby and as to such other matters as the Authority
may reasonably request.

(b) a certificate of an Authorized Borrower Representative certifying
the names and true signatures of the representatives of the Borrower authorized
to execute on behalf of the Borrower this Agreement and the Related Documents to
which the Borrower is a party and the other documents to be delivered by the
Borrower in connection herewith and therewith.

(c) a certified copy of the Borrower's partnership agreement,
together with all amendments thereto.

(d) an opinion of Letvia M. Arza Goderich, Esq., counsel for the
Borrower, pertaining to the due authority of the Borrower to enter into this
Agreement and the Related Documents and as to such other matters as the
Authority and the Rating Agency shall reasonably request.

(e) a certificate of the Trustee, delivered pursuant to the Bond
Purchase Agreement dated the Date of Issuance among the Underwriter, the
Borrower and the Authority, relating to its authorization to so act and such
other matters as shall reasonably be requested.

(f) an opinion of Martinez Odell & Calabria, Bond Counsel, delivered
pursuant to the Bond Purchase Agreement.

19

(g) an opinion of counsel, who may be counsel to the Underwriter, to
the effect that the Bonds are exempt from the registration requirements of the
Securities Act of 1933 and the Commonwealth's Uniform Securities Act.

(h) an executed copy of each of the following:

(i) the Trust Agreement;

(ii) the Mortgage;

(iii) the Mortgage Note;

(iv) the Collateral Assignment;

(v) the Pledge Agreement;

(vi) the Guaranty Agreement;

(vii) the Bond Purchase Agreement; and

(viii) each other Related Document (other than the Bonds).

(i) An executed copy of each document delivered pursuant to Section
208 of the Trust Agreement and each document delivered pursuant to the Bond
Purchase Agreement.

(j) Evidence, in form and substance satisfactory to the Authority and
its counsel, that the Borrower has good, legal, recordable, marketable, fee
simple, and insurable title in and to the Mortgaged Property, and that the
Mortgage is a first priority lien on the Mortgaged Property.

(k) Copies of a survey of the Mortgaged Property, in form and
substance satisfactory to the Authority and Bond Counsel, certified to the
Authority within ninety (90) days prior to the Date of Issuance by an
independent surveyor reasonably satisfactory to the Authority and licensed in
the Commonwealth.

(l) Copies of all applicable governmental permits, licenses and
approvals relating to the construction of the Shopping Center.

(m) A letter from the Rating Agency issuing a rating of no less than
"A" for the Bonds.

(n) A mortgage title insurance policy or binder therefor in an amount
equal to the aggregate principal amount of the Mortgage Note, issued by an
insurer qualified to do business in the Commonwealth and naming the Authority
and the Trustee as beneficiaries and insuring that the Mortgage constitutes a
first lien on the Mortgaged Property (the "Title Insurance"), subject

20

only to Liens contemplated or permitted by this Agreement and the Related
Documents.

(o) evidence that the insurance requirements of Section 9 of the
Pledge Agreement have been complied with and that the Authority and the Trustee
have been added to the endorsements thereof as additional insureds and loss
payees and as otherwise may be required by Section 9(b)(iii) of the Pledge
Agreement.

(p) The Borrower shall have delivered an environmental report
pertaining to the environmental condition of the Mortgaged Property, in form and
substance reasonably acceptable to the Authority.

(q) The Borrower shall have delivered a negative tax debt certificate
from the Commonwealth Treasury Department.

(r) An opinion of Conners & Winters, counsel to the Guarantor,
pertaining to the due authority of the Guarantor to enter into the Guaranty
Agreement, the effectiveness of the Registration Statement pertaining to the
Initial Guaranty Agreement filed with the Securities Exchange Commission and the
Office of the Commissioner of Financial Institutions of the Commonwealth and as
to such other matters as the Authority shall reasonably request.

(s) Such other documents, instruments, opinions, and approvals as the
Authority shall have reasonably requested.

Section 3.08. ADDITIONAL CONDITIONS PRECEDENT TO ISSUANCE OF THE
--------------------------------------------------
BONDS. The obligation of the Authority to issue the Bonds shall be subject to
- -----
the further conditions precedent that on the Date of Issuance:

(a) The following statements shall be true and correct in all
material respects and shall be deemed to have been represented by the Borrower
as being true and correct on the Date of Issuance and the Authority shall have
received a certificate, signed on behalf of the Borrower by an Authorized
Borrower Representative, dated the Date of Issuance, stating that:

(i) The representations and warranties contained in Section
2.02 of this Agreement are true and correct in all material respects on and as
of the Date of Issuance, as though made on and as of the Date of Issuance, and

(ii) No event has occurred and is continuing, or would result
from the issuance of the Bonds, or the other transactions contemplated hereby,
which constitutes an Event of Default or would constitute an Event of Default
but for the giving of notice or the lapse of time hereunder.

21

(b) There shall have been paid, or there shall have been provided for
the payment of, all mortgage recording fees or filing fees and there shall have
been given, or taken, any notice or any other similar action, as may be
necessary or, to the extent requested by the Authority or its counsel,
advisable, in order to establish, perfect, protect and preserve the right, title
and interest, remedies, powers, privileges, liens and security interests of the
Authority and the Trustee, created by this Agreement and the Related Documents,
subject only to Permitted Liens and such other Liens contemplated or permitted
by this Agreement or the Related Documents and the Authority shall have received
evidence satisfactory to it and its counsel of all of the foregoing.

ARTICLE IV

LOAN BY THE AUTHORITY TO THE BORROWER;
REPAYMENT; EXPENSES; INDEMNIFICATION

Section 4.01. LOAN BY THE AUTHORITY; REPAYMENT.
--------------------------------
(a) Upon the terms and conditions of this Agreement, the Authority
shall loan the Borrower the proceeds of the sale of the Bonds. The principal
amount of the loan shall be equal to the aggregate principal amount of the
Bonds.

(b) The Borrower agrees to repay the loan in accordance with the
provisions of this Agreement. The Borrower will:

(i) with respect to each Payment Date, pay such amounts which
together with all other moneys available therefor in the Bond Fund, will be
sufficient to pay on such date:

(A) all interest which will then become due and payable
on the Bonds, and

(B) the principal amount of Bonds and premium, if any,
which will then become due and payable; and

(ii) pay such amounts which will cause the moneys deposited with
the Trustee to the credit of the Reserve Fund which equal in the aggregate at
least $2,029,403.75 (the "Reserve Fund Amount") whenever required to pursuant to
the provisions hereof.

(c) So long as any Bond is Outstanding, the Borrower agrees to pay to
the Trustee for deposit:

(i) to the credit of the Bond Fund on the fifteenth day of each
month commencing on February 15, 1995, an amount equal to the amount of interest
on the Bonds to become due and payable on the next ensuing Interest Payment
Date;

22

(ii) to the credit of the Bond Fund on the fifteenth day of each
month commencing July 15, 1995, one-sixth (1/6th) of the amount of principal of
the Bonds to become due and payable (whether at maturity or redemption pursuant
to Section 301(f) of the Trust Agreement) on the next ensuing Principal Payment
Date;

The payment due in clauses (c)(i) and (c)(ii) above, on the month
immediately preceding each Payment Date shall be for an aggregate amount that,
together with moneys then on deposit in the Bond Fund, shall be sufficient to
pay the interest and principal of the Bonds which is due and payable on such
Payment Date.

(iii) to the credit of the Reserve Fund the amounts it is
required to pay under subsection (b)(ii) of this Section for deposit in the
Reserve Fund no later than 11:00 A.M., Atlantic Standard Time, not later than
the tenth (10th) Business Day immediately succeeding the date that the Trustee
notifies the Borrower of a deficiency in the Reserve Fund Amount (a "Reserve
Fund Deficiency Notice") after having made a determination of the moneys then to
credit of the Reserve Fund in accordance with Section 511(D) of the Trust
Agreement.

(iv) to the extent that for whatever reason the amounts on
deposit in the Bond Fund pursuant to the payments made in accordance with
clauses (c)(i) and (c)(ii) above shall not, by the fifth (5th) Business Day
immediately preceding each Payment Date, equal an aggregate amount sufficient to
pay the interest on, principal and premium, if any, on the Bonds due and payable
on such Payment Date, then the Borrower shall deposit no later than 11:00 a.m.
Atlantic Standard Time, on the Business Day immediately preceding such Payment
Date an amount which together with amounts then on deposit in the Bond Fund will
be sufficient to make the payments then due.

(d) The Borrower shall pay the amounts it is required to pay under
this Section 4.01 directly to the Trustee for deposit in the Bond Fund. The
Trustee shall not use any of the amounts deposited in the Bond Fund pursuant to
this Section for any purpose other than the payment of principal of and interest
and premium, if any, on the Bonds, payable on the date with respect to which
such amounts were deposited and as otherwise provided in the Trust Agreement.

For purposes of this Section 4.01, a drawing by the Trustee under the
Credit Enhancement or Cash Collateral, if any is then outstanding, to the extent
made and applied to the payment of the principal amount of and interest on the
Bonds, will be deemed to satisfy the obligations of the Borrower under this
Section 4.01.

(e) To secure its obligation to make the payments required under this
Section 4.01, the Borrower agrees to cause the Initial Guaranty Agreement to be
issued and delivered to the Trustee on or

23

prior to the date of the delivery of and payment for the Bonds. The Initial
Guaranty Agreement shall be in an amount equal to the Enhancement Amount. The
Initial Guaranty Agreement may be substituted by the Borrower at any time for a
Letter of Credit, Successor Guaranty Agreement or Cash Collateral in an amount
equal to the then current Enhancement Amount, subject in each instance to the
conditions set forth in Section 4.09(a), Section 4.09(b) and Section 4.09(c),
respectively hereof.

(f) The applicable Credit Enhancement or the Cash Collateral and the
Enhancement Amount at any time available thereunder for the Payment of the Bonds
may be reduced from time to time, initially upon an Enhancement Amount Reduction
Determination(s) and thereafter upon permitted Enhancement Amount Reduction
Certification(s) or other Enhancement Amount Reduction Determinations. Any such
reduction in the Enhancement Amount, resulting from either (i) Enhancement
Amount Reduction Determination(s), or (ii) Enhancement Amount Reduction
Certification(s) shall irrevocably reduce the Enhancement Amount available under
the pertinent Credit Enhancement or the Cash Collateral effective upon receipt
thereof in writing by the Trustee. The Borrower may cause there to be delivered
to the Trustee, from time to time, until the Enhancement Amount is reduced to
zero, additional Enhancement Amount Reduction Determinations and Enhancement
Amount Reduction Certifications.

If the Enhancement Amount shall be reduced on a Principal Payment Date
as provided above or pursuant to an Enhancement Amount Reduction Determination
or an Enhancement Amount Reduction Certification, as the case may be (i) any
Cash Collateral in excess of the new Enhancement Amount shall be immediately
returned to the Depositor of the Cash Collateral, or (ii) the Credit Enhancement
shall be immediately amended, without the need of a written modification
thereto, permanently to reduce the liability of the issuer of the Credit
Enhancement to the new Enhancement Amount.

If the Enhancement Amount shall be zero or less than zero, the Trustee
shall immediately deliver the Cash Collateral to the Depositor or immediately
deliver the Credit Enhancement to the Guarantor or Letter of Credit Bank, as the
case may be.

Upon Payment of the Bonds, in the event that there shall then be
outstanding a Credit Enhancement or Cash Collateral, the Trustee shall
immediately deliver the Cash Collateral to the Depositor thereof, or the Credit
Enhancement to the Guarantor or Letter of Credit Bank, as the case may be.

In no event will the Enhancement Amount in effect at any point in time
be increased or reinstated once reduced or eliminated.

The Trustee shall not use any of the amounts deposited in the Bond
Fund

24

pursuant to this Section for any purpose other than the payment of the principal
amount of, premium, if any, and interest on the Bonds payable on the date with
respect to which such amounts were deposited.

To additionally secure its obligation to make the payments required
under this Section 4.01, the Borrower agrees to execute and deliver the
Collateral Documents on or prior to the Date of Issuance.

Section 4.02. OBLIGATIONS ABSOLUTE. The obligations of the Borrower
--------------------
under this Agreement shall be absolute, unconditional and irrevocable, and shall
be paid or performed strictly in accordance with the terms of this Agreement
under all circumstances, including, without limitation, the following
circumstances:

(i) any lack of validity or enforceability of any Related Document;

(ii) any amendment or waiver of, or any consent to a change of, all
or any of the Related Documents;

(iii) the existence of any claim, set-off, defense or other right
which the Borrower may have at any time against the Authority, the Trustee, or
any other Person, whether in connection with this Agreement, any Related
Document, the transactions contemplated herein or therein or any unrelated
transaction other than payment of principal or interest by or on behalf of the
Borrower; and

(iv) any certificate or any other document presented hereunder by or
on behalf of the Borrower shall prove to be forged, fraudulent, invalid or
insufficient in any respect, or any statement therein being untrue or inaccurate
in any respect.

Section 4.03. PREPAYMENTS. The Borrower may optionally prepay the
-----------
amounts payable under Section 4.01 only at the times and in the amounts as
provided in Sections 8.01(a) and 8.03(b) and Article IX hereof, and the Borrower
shall be obligated to prepay all or any such part of the amounts payable under
Section 4.01 as provided in Sections 8.01(b), 8.02, and 8.03(a) hereof.

Section 4.04. COVENANT TO MAINTAIN THE SHOPPING CENTER. The Borrower
----------------------------------------
will, at its sole cost and expense, cause the Shopping Center with the
appurtenances and every part and parcel thereof to be maintained, preserved and
kept in good repair, working order and condition (reasonable wear and tear
excepted) and will, from time to time, cause to be made all reasonably necessary
and proper repairs, replacements and renewals; provided, however, that the
Borrower will have no obligation to cause to be maintained, preserved, repaired,
replaced or renewed any element or unit of the Project the maintenance, repair,
replacement or renewal of which,

25

in the opinion of the Borrower, becomes uneconomic to the Borrower because of
damage or destruction or obsolescence, or change in economic or business
conditions, or change in government standards and regulations, or the
termination by the Borrower of the operation of the Industrial Facilities to
which such element or unit of the Project is an adjunct. For purposes of this
Section 4.04, the "opinion of the Borrower," upon the Authority's request, shall
be expressed to the Authority and the Trustee by delivery of a certificate of an
Authorized Borrower Representative specifying the circumstances, situations or
conditions described in this Section 4.04, the existence of which permits the
Borrower not to cause to be maintained any element or unit of the Project.

The Borrower covenants that it will promptly notify the Trustee and
the Authority if the Shopping Center ceases to be maintained and operated as
Industrial Facilities.

Section 4.05. EXPENSES.
--------

The Borrower will pay:

(a) all reasonable fees and expenses of the Trustee and the costs and
expenses of indemnifying the Trustee for, and holding the Trustee harmless
against, any loss, liability or expense (including the costs and expenses of
defending against any claim of liability) incurred without negligence or willful
misconduct by the Trustee and arising out of or in connection with its acting as
Trustee under the Trust Agreement; and

(b) the Administrative Fee, costs of issuance of the Bonds and
Underwriter's fees as provided in Section 403 of the Trust Agreement, and all
reasonable expenses of the Authority incurred at the request or with the consent
of the Borrower, in connection with the financing of the Project.

Section 4.06. INDEMNIFICATION. The Borrower will at all times
---------------
indemnify and hold harmless the Authority against any and all losses, costs,
damages, expenses and liabilities (collectively referred to hereinafter as
"Losses") of whatever nature (including, but not limited to, reasonable
attorneys' fees, litigation and court costs, amounts paid in settlement, and
amounts paid to discharge judgments) directly or indirectly resulting from,
arising out of, or related to one or more Claims, as hereinafter defined. The
word "Claims" as used herein shall mean all claims, lawsuits, causes of action
and other legal actions and proceedings involving bodily or personal injury or
death and including but not limited to claims, lawsuits, causes of action and
other legal actions and proceedings brought against the Authority or to which
the Authority is a party, that directly or indirectly result from, arise out of,
or relate to: (i) the design, construction, transfer, sale, operation, use,
occupancy, maintenance or ownership of the Shopping Center or any part thereof;
(ii) the execution, delivery or

26

performance of this Agreement, the Trust Agreement or any Related Documents or
other instruments in connection therewith; or (iii) any untrue statement or
alleged untrue statement of a material fact contained herein or in any document
relating to the Bonds, or any amendment or supplement thereto, including, but
not limited to the Official Statement used in connection with the offer and sale
of the Bonds or any Preliminary Official Statement relating to the Bonds, or the
omission or alleged omission to state herein or in such documents a material
fact required to be stated herein or in such documents or necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading, provided, however, that the Borrower will not be
liable in any case, to the extent that any such Loss or Claim arises out of, or
is based upon, an untrue or alleged untrue statement or omission or alleged
omission made in any of such documents in reliance upon and in conformity with
written information furnished to the Borrower by the Authority or the
Underwriter specifically for use therein (it being understood that the
information in the Preliminary Official Statement and the Official Statement
under the captions "The Authority and Governing Board," "Government Development
Bank of Puerto Rico," "Tax Matters" (except matters relating to, and
representations, warranties and covenants made by the Borrower), "Legal
Investment", and under the caption "Underwriting," has been so furnished to the
Borrower by the Authority or the Underwriter specifically for use therein). The
obligations of the Borrower under this Section 4.06 shall apply to all Losses or
Claims, or both, that result from, arise out of, or are related to any event,
occurrence, condition or relationship prior to termination of this Agreement,
whether such Losses or Claims, or both, are asserted prior to termination of
this Agreement or thereafter. The Authority shall reimburse the Borrower for
payments made by the Borrower pursuant to this Section 4.06 to the extent of any
proceeds, net of all expenses of collection, actually received by the Authority
from any insurance covering such Claims with respect to the Losses sustained.
The Authority shall have the duty to claim any such insurance proceeds and the
Authority shall assign its rights to such proceeds, to the extent of such
required reimbursement, to the Borrower. In case any action shall be brought
against the Authority in respect of which indemnity may be sought against the
Borrower, the Authority shall promptly notify the Borrower in writing and the
Borrower shall have the right to assume the investigation and defense thereof,
including the employment of counsel and the payment of all expenses. The
Authority shall have the right to employ separate counsel in any such action and
participate in the investigation and defense thereof, but the fees and expenses
of such counsel shall be paid by the Authority, unless the employment of such
counsel has been approved in writing by the Borrower. The Borrower shall not be
liable for any settlement of any such action without its written consent but, if
any such action is settled with the written consent of the Borrower or if there
be a final unappealable judgment for the plaintiff in any such action, the
Borrower agrees to indemnify

27

and hold harmless the Authority from and against any such Losses or Claims.
Nothing herein shall be construed as requiring the Authority to acquire or
maintain insurance of any form or nature with respect to the Shopping Center or
any portion thereof or with respect to any phrase, term, provision, condition or
obligation of this Agreement or any other matter in connection herewith.

The provisions of this Section 4.06 shall survive the expiration or
termination of this Agreement and the Related Documents.

Section 4.07. PAST DUE PAYMENTS. In the event the Borrower shall
-----------------
fail to pay any amounts required to be paid under Section 4.01, any such amounts
pertaining to principal of or interest on the Bonds shall continue to bear
interest to the extent permitted by law until their payment from the Payment
Date of the Bonds to which such defaulted amounts relate at the rate of interest
on such Bonds.

Section 4.08. RATING.
------

(a) The Borrower shall cause the Rating Agency on or prior to the
Date of Issuance to issue a rating for the Bonds of not less than "A."

(b) After the Date of Issuance and until the Payment of the Bonds,
the Borrower covenants that it will deliver to the Rating Agency, from time to
time, such documents and other relevant information as the Rating Agency may
require for its due diligence on the rating assigned to the Bonds.

Section 4.09. SUBSTITUTION OF CREDIT ENHANCEMENT OR CASH COLLATERAL.
-----------------------------------------------------

The Borrower shall have the option of substituting the Initial
Guaranty Agreement for a Successor Guaranty Agreement, a Letter of Credit or
Cash Collateral as hereinafter provided, and thereafter shall have the option of
substituting any such Credit Enhancement or Cash Collateral for another form of
Credit Enhancement or other Cash Collateral, as applicable, subject to the
provisions hereof.

(a) The Borrower shall have the option, at any time, so long as an
Event of Default shall not have been declared and is not continuing and the
Reserve Fund Amount shall be available, of substituting the then applicable
Credit Enhancement or the Cash Collateral with a Letter of Credit and the
Borrower will additionally deliver to the Trustee together therewith the
following documents:

(1) an executed copy of the reimbursement agreement delivered in
connection with the Letter of Credit;

28

(2) an opinion of counsel to the Borrower, which counsel may be
the general counsel of the Borrower, to the effect that either (at the option of
the Borrower) (i) the acceptance by the Trustee of the Letter of Credit will not
require that the Bonds, the obligations of the Borrower under the Loan Agreement
or the Letter of Credit be registered under the Securities Act of 1933, as
amended, or the qualification of the Trust Agreement under the Trust Indenture
Act of 1939, as amended, or (ii) any registration statement required to be filed
under the Securities Act of 1933, as amended, with respect to the Bonds, the
Borrower's obligations under the Loan Agreement or the Letter of Credit is
effective under such Act, and the Trust Agreement has been duly qualified under
the Trust Indenture Act of 1939, as amended;

(3) an opinion of counsel of the issuer of the Letter of
Credit, which may be the general counsel of the issuer of the Letter of Credit,
to the effect that the Letter of Credit is a legal, valid and binding obligation
of the Letter of Credit Bank;

(4) evidence, satisfactory to the Trustee that the proposed
Letter of Credit Bank meets the Rating Requirement at the time of delivery of
such Letter of Credit;

(5) an opinion of Bond Counsel to the effect that: (i) all
documents and opinions required to be delivered to the Trustee under this
Section 4.09(a) have been delivered and such documents and opinions on their
face comply with the requirements of this Section 4.09(a) and of the Trust
Agreement and that the delivery of the Letter of Credit is authorized under and
complies with the terms of this Agreement, and (ii) that the acceptance of the
Letter of Credit shall not adversely affect the tax treatment of the Bonds; and

(6) such other documents and opinions as the Trustee may
reasonably request.

(b) The Borrower shall have the option, at any time, so long as an
Event of Default shall not have been declared and is not continuing and the
Reserve Fund Amount shall be available, of substituting the then applicable
Credit Enhancement or the Cash Collateral with a Successor Guaranty Agreement,
and will additionally deliver to the Trustee together therewith the following
documents:

(1) an opinion of counsel to the Borrower, which counsel may be
the general counsel of the Borrower, to the effect that either (at the option of
the Borrower) (i) the acceptance by the Trustee of the Successor Guaranty
Agreement will not require that the Bonds, the obligations of the Borrower under
the Loan Agreement or the Successor Guaranty Agreement to be registered under
the Securities Act of 1933, as amended, or the qualification of the Trust
Agreement under the Trust Indenture Act of 1939, as amended,

29

or (ii) any registration statement required to be filed under the Securities Act
of 1933, as amended, with respect to the Bonds, the Borrower's obligations under
the Loan Agreement or the Successor Guaranty Agreement is effective under such
Act, and the Trust Agreement has been duly qualified under the Trust Indenture
Act of 1939, as amended;

(2) an opinion of counsel of the issuer of the Successor
Guaranty Agreement, which may be the general counsel of the issuer of the
Successor Guaranty Agreement, to the effect that the Successor Guaranty
Agreement is a legal, valid and binding obligation of the Successor Guarantor;

(3) evidence, satisfactory to the Trustee that the proposed
Successor Guarantor meets the Rating Requirement at the time of delivery of such
Successor Guaranty Agreement;

(4) an opinion of Bond Counsel to the effect that: (i) all
documents and opinions required to be delivered to the Trustee under this
Section 4.09(b) have been delivered and such documents and opinions on their
face comply with the requirements of this Section 4.09(b) and of the Trust
Agreement and that the delivery of the Successor Guaranty Agreement is
authorized under and complies with the terms of this Agreement; and (ii) that
the acceptance of the Successor Guaranty Agreement shall not adversely affect
the tax treatment of the Bonds; and

(5) such other documents and opinions as the Trustee may
reasonably request.

(c) The Borrower shall have the option at any time, so long as an
Event of Default shall not have been declared and is not continuing and the
Reserve Fund Amount shall be available, of substituting the then applicable
Credit Enhancement or the Cash Collateral for Cash Collateral for deposit to the
credit of the Collateral Fund and will additionally deliver to the Trustee
together therewith the following documents:

(1) A certificate of the Depositor of such Cash Collateral, to
the effect that: (i) such deposit is made in substitution of the applicable
Credit Enhancement or the prior deposit of Cash Collateral; (ii) that the
Depositor consents to the use of the Cash Collateral under the terms and
conditions set forth in this Agreement and the Trust Agreement; and (iii) that
the Depositor will not exercise any claim against the Cash Collateral until the
principal of and interest on the Bonds is paid in full.

(2) An opinion of counsel knowledgeable in United States
Bankruptcy Code matters, and reasonably acceptable to the Trustee, to the effect
that (i) the deposit by the Depositor of the Cash Collateral may not be avoided
as a preferential transfer or otherwise by such Depositor's creditors in the
event such person

30

were subject to an Act of Bankruptcy and (ii) that such amounts if and when paid
to the holders of the Bonds would not result in a preferential transfer,
challengeable by other creditors of the Depositor or the Borrower.

(3) an opinion of Bond Counsel to the effect that: (i) all
documents and opinions required to be delivered to the Trustee under this
Section 4.09(c) have been delivered and such documents and opinions on their
face comply with the requirements of this Section 4.09(c) and of the Trust
Agreement and that the delivery of the Cash Collateral is authorized under and
complies with the terms of the Loan Agreement, and (ii) that the acceptance of
the Cash Collateral shall not adversely affect the tax treatment of the Bonds;
and

(4) such other documents and opinions as the Trustee may
reasonably request.

(d) Prior to the expiration of the Letter of Credit, if one is then
outstanding and has not been substituted as provided in Section 4.09(a) or
renewed as provided in Section 4.09(e), the Trustee shall make a Permitted
Letter of Credit Deposit.

(e) The renewal of a Letter of Credit then in effect by the Letter of
Credit Bank which issued such Letter of Credit under essentially the same terms
thereof (except for changes in expiration dates and to reflect the then current
Enhancement Amount) shall not require the delivery of the documents and opinions
set forth in Section 4.09(a).

ARTICLE V
FURTHER AGREEMENTS

Section 5.01. COVENANT TO MAINTAIN EXISTENCE. The Borrower
------------------------------
covenants that so long as any Bonds are outstanding, it will do all things
necessary to preserve its existence and will not amend, modify or otherwise
change its partnership agreement in a manner which adversely affects the
Borrower's existence as a single purpose entity; will not dispose of all or
substantially all its assets and will not consolidate with or merge into another
Person; provided, however, that the Borrower may consolidate with or merge into
another Person, or transfer to another Person all or substantially all its
assets and thereafter dissolve and assign this Agreement to such successor or
transferee Person, if such Person: (i) is organized under the laws of any state
of the United States of America or the Commonwealth; (ii) complies with the
representations made in Section 2.02(m) hereof; (iii) irrevocably and
unconditionally assumes in writing all the obligations of the Borrower herein;
and (iv) the Borrower complies with the conditions of Section 6.01 hereof.

31

As used herein, a "single purpose entity" means a Person, other than
an individual, which is formed or organized solely for the purpose of holding,
directly, an ownership interest in one (1) property, does not engage in any
business unrelated to such property and the financing thereof, does not have any
assets other than those related to its interest in the property or the financing
thereof or any indebtedness other than as permitted by this Agreement or the
Related Documents, has its own separate books and its own accounts, in each case
which are separate and apart from the books and records and accounts of any
other Person and holds itself out as being a Person, separate and apart from any
other Person.

Section 5.02. AUTHORITY'S COVENANT TO COOPERATE. In the event it
---------------------------------
may be necessary, for the proper performance of this Agreement, on the part of
the Authority or the Borrower, that any application or applications for any
permit or license to do or to perform certain things, be made to any
governmental or other agency by the Borrower or the Authority, the Borrower and
the Authority each agree to cooperate in such matters; provided however, that
the Authority and the Borrower are bound to the agreement of this Section 5.02
only in the case of reasonable requests for assistance.

Section 5.03. NO WARRANTY BY AUTHORITY. The Authority makes no
------------------------
warranty, either express or implied: (a) as to the condition of the Shopping
Center or its suitability for the Borrower's purpose or needs; or (b) that the
proceeds of the Bonds will be sufficient to pay the Cost of the acquisition,
construction, equipping, installation and improvement of the Shopping Center or
to reimburse fully the Borrower for Costs incurred in connection therewith.

Section 5.04. RIGHT OF INSPECTION. The Borrower agrees that the
-------------------
Authority, the Trustee and their duly authorized agents shall have the right, at
all reasonable times during business hours, to enter upon and examine and
inspect the Shopping Center to determine whether it continues to constitute
Industrial Facilities. The Authority and Trustee shall also be permitted, at
all reasonable times during business hours, to examine the Plans and
Specifications and the other books and records of the Borrower with respect to
the Shopping Center, in connection with the transactions contemplated by this
Agreement and the Related Documents. The aforesaid rights of examination and
inspection 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 the customary
functioning of the Shopping Center.

Section 5.05. SERVICE OF PROCESS. The Borrower consents to the
------------------
jurisdiction of the courts of the Commonwealth for causes of

32

action arising under the terms of this Agreement and the Related Documents. The
Borrower agrees to appoint and maintain an agent in the Commonwealth to receive
service of process for this limited purpose.

Section 5.06. OFFICERS OF AUTHORITY NOT LIABLE. All covenants,
--------------------------------
stipulations, promises, agreements and obligations of the Authority contained
herein shall be deemed to be covenants, stipulations, promises, agreements and
obligations of the Authority and not of any member of the governing body of the
Authority or any officer, agent, servant or employee of the Authority in his
individual capacity, and no recourse shall be had for the payment of the
principal or interest on the Bonds or for any claim based thereon or hereunder
against any member of the governing body of the Authority or any officer, agent,
servant or employee of the Authority or any natural Person executing the Bonds.
Neither any member of the governing body of the Authority nor any natural Person
executing the Bonds shall be liable personally on the Bonds or be subject to any
personal liability or accountability by reason of the issuance of the Bonds.

Section 5.07. COMPLIANCE WITH APPLICABLE LAW. The Borrower covenants
------------------------------
that the Plans and Specifications for the Shopping Center are in all material
respects in compliance with all provisions of applicable laws, ordinances,
orders, rules, regulations and requirements of all federal, Commonwealth and
municipal governments, and appropriate departments, commissions, boards and
officers thereof, now in force.

Section 5.08 INDEMNIFICATION WITH RESPECT TO GOVERNMENT OBLIGATIONS.
-------------------------------------------------------
If the Borrower shall elect to cause Government Obligations to be deposited with
the Trustee pursuant to Section 1301 of the Trust Agreement, the Borrower shall
pay and shall indemnify and hold harmless the Trustee, the Authority and each
holder of the Bonds against any tax, fee or other charge imposed upon or
assessed against such Government Obligations or the principal thereof, or
premium, if any, and interest received thereon.

Section 5.09. CONSENT TO ASSIGNMENT. The Borrower approves all the
---------------------
terms of the Trust Agreement and consents to the assignments made by the
Authority to the Trustee therein.

Section 5.10. COVENANT AS TO SOURCE OF INCOME. (a) The Borrower
-------------------------------
covenants that it will conduct its business and invest its funds, including any
moneys held by the Trustee under the Trust Agreement, so that an Event of
Taxability shall not occur. In particular, the Borrower covenants that for each
one of its taxable years up to and including the end of the taxable year
preceding the date on which the principal amount of and interest on the Bonds
are paid in full (whether by maturity, acceleration, redemption or otherwise),
it shall do or cause to be done all things necessary or

33

proper to ensure that interest paid on the Bonds will constitute income from
sources within the Commonwealth under the applicable provisions of the Code, as
in effect on the Date of Issuance.

(b) The Borrower further covenants to cause an Independent Accountant
to deliver to the Trustee not later than one hundred twenty (120) days after the
close of each of Borrower's taxable years, beginning with the taxable year
ending December 31, 1995: (i) a certificate addressed to the Borrower, stating
for the taxable year then ended the percent of the Borrower's gross income that
was derived from Commonwealth sources and attributable to the conduct of the
trade or business of the Borrower in the Commonwealth; and (ii) its opinion that
based upon limited procedures, not constituting an examination made in
accordance with generally accepted auditing standards, but including an
examination of the Borrower's gross revenue accounts, as to whether the Borrower
met or failed to meet the requirements of the Code, as in effect on the Date of
Issuance, so that the interest payable on the Bonds for the taxable year for
which such certificate is furnished would qualify as income from sources within
the Commonwealth for purposes of the Code as in effect on the Date of Issuance.
If such Independent Accountant determines that the Borrower has failed to meet
the requirements of the Code as in effect on the Date of Issuance such that
interest on the Bonds fails to qualify as income from sources within the
Commonwealth, such certificate shall also state whether, solely as a result of
any such failure, any portion of the interest on the Bonds received by a
Qualified Bondholder (as hereinafter defined) is subject to United States income
tax under the Code (an "Event of Taxability"). For these purposes, the term
Qualified Bondholder shall mean a Bondholder which in the year in which interest
was paid on the Bonds and with respect to which taxes would be payable thereon
was a: (i) bona fide resident of the Commonwealth during the entire year in
order to meet the requirements of Section 933 of the Code; or (ii) a "foreign"
(as that term is defined in the Code) corporation and as to which the receipt of
interest on the Bonds is not treated as effectively connected with, or
attributable to, the conduct of a trade or business in the United States by such
foreign corporation (a "Foreign Corporation"). Any determination by such
Independent Accountant that the Borrower has failed to meet such requirements of
the Code as set forth above shall be immediately notified by the Trustee to the
Bondholders informing such Bondholders that an Event of Taxability has occurred
hereunder.

Section 5.11. INDEMNITY UPON EVENT OF TAXABILITY. Upon the
----------------------------------
occurrence of an Event of Taxability, the Borrower will pay an indemnity to each
Qualified Bondholder who demonstrates to the Borrower that solely as a result of
such Event of Taxability it had paid or is required to pay United States income
taxes ("federal taxes") in respect of the interest paid on the Bonds. The
amount of the indemnity will equal such amount as, after deducting any federal
taxes payable by the Bondholder with respect to such

34

indemnity, will equal to the federal taxes such Bondholder was required or may
be required to pay on such interest as a result of the occurrence of the Event
of Taxability plus any penalties and interest that have been or may be assessed
against such Bondholder with respect to such federal taxes that are not
attributable to any act or omission of such Bondholder. The obligation of the
Borrower to make these indemnity payments is separate and apart from any other
obligations of the Borrower under this Agreement, shall survive the Payment of
the Bonds and the termination of this Agreement and the Trust Agreement, is
undertaken herein by the Borrower as an inducement to prospective purchasers of
the Bonds to induce them to purchase the Bonds and is intended to benefit the
Bondholders and is enforceable by each qualifying Bondholder as an independent
and direct claim against the Borrower.

Any indemnity claim against the Borrower by a Bondholder (the
"claimant") under this Section is subject to the following conditions and
procedures:

(a) The claim must be filed with the Borrower in writing no later
than ninety (90) days after receipt by the claimant of notice from the Trustee
of the occurrence of the Event of Taxability giving rise to the claim.

(b) The claim must be accompanied by a certificate of an Independent
Accountant certifying (i) that the federal taxes for which reimbursement is
sought have been paid or are required to be paid, (ii) the amount of such taxes,
(iii) the amount of penalties and interest payable with respect to such taxes,
and (iv) the amount of any additional federal taxes, penalties and interest
payable with respect to the indemnity claimed.

(c) The Borrower will pay the claim to the claimant within ninety
(90) days after the claim is received by the Borrower.

(d) Notwithstanding the foregoing, the Borrower shall not be required
to provide the indemnity provided for in this Section if the interest on the
Bonds received by a Qualified Bondholder becomes subject to United States income
tax as a result of an amendment to the Code or any other change in law.

Section 5.12. NO ABATEMENT OF PAYMENTS. If any of the Mortgaged
------------------------
Property shall be damaged or either partially or totally destroyed, or if title
to, or the temporary use of the whole or any part of the Mortgaged Property
shall be taken or condemned by a competent authority for any public use or
purpose, there shall be no abatement or reduction in the amounts payable by the
Borrower hereunder, and the Borrower shall continue to be obligated to make such
payments.

Section 5.13. AFFIRMATIVE COVENANTS. So long as the Borrower shall
---------------------
have any obligation to pay any amount to the Authority

35

hereunder, unless the Authority shall otherwise consent in writing, which
consent shall not be unreasonably withheld, the Borrower covenants as follows:

(a) Compliance with Laws, Licenses, etc. The Borrower will comply
-----------------------------------
with all applicable laws, rules and regulations and orders of any governmental
authority, the failure to comply with which would have a material adverse effect
on its business, financial condition, results of operations, or would materially
adversely affect Borrower's ability to perform its obligations under this
Agreement or any Related Document, except laws, rules, regulations or orders
being contested by it in good faith and by appropriate proceedings (i) which
provide for the stay of the applicability of such law, rule, regulation or order
during the pendency thereof; or (ii) the failure to comply during the period of
such contest does not materially impair the use of the Mortgaged Property and
Shopping Center.

(b) Compliance with Conditions, Covenants, etc. The Borrower will
------------------------------------------
comply with all conditions, covenants, restrictions, leases, easements,
reservations, rights and rights-of-way and all applicable requirements of any
insurers related to the Mortgaged Property, the failure to comply with which
would have a material adverse effect on its business, financial condition or
results of operation. The Borrower will comply in all material respects with all
terms and conditions of licenses and permits relating to the operation of the
Shopping Center.

(c) Performance of Agreements. The Borrower will take all actions
-------------------------
and do all things which it is required or authorized by law to take and to do in
order to perform and observe all covenants and agreements on its part to be
performed and observed under this Agreement and each Related Document.

(d) Further Assurances. (i) The Borrower will execute, acknowledge
------------------
where appropriate, and deliver, and cause to be executed, acknowledged where
appropriate, and delivered, from time to time promptly at the request of the
Authority, all documents necessary or advisable to carry out the intent and
purpose of this Agreement and the Related Documents, and (ii) will execute and
file or record, or cause others to execute and file or record, such documents,
and take such other actions as may be necessary or advisable to create, perfect,
protect and preserve the first mortgage lien acquired, or intended to be
acquired, by the Authority under the Mortgage and the Pledge Agreement;
provided, that with respect to this Section 5.15 (d)(ii) to the extent that
Title Insurance shall be in full force and effect, and no event shall have
occurred which shall impair or affect the ability of the named insured to
collect thereunder, the Borrower shall be deemed to be in compliance hereunder.

36

(e) Books and Records; Inspection Rights. The Borrower will keep
------------------------------------
adequate records and books of account, separate and apart from those of any
Affiliate, in which complete entries will be made and will reflect all financial
transactions of the Borrower in accordance with generally accepted accounting
principles consistently applied. The Borrower will at any reasonable time and
from time to time upon reasonable notice, up to the Completion Date, permit the
Authority, or any agents or representatives thereof, at the expense of the
Authority, to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Borrower and to discuss
the affairs, finances and accounts of the Borrower with any of its officers and
directors; provided, however, that if the Borrower shall designate any
information as confidential information such information shall be held
confidential by the Authority and shall not be furnished or disclosed by the
Authority to any Person other than the Authority's affiliates, any Person
receiving an assignment of rights under this Agreement or the Related Documents
from the Authority, or the Authority's legal counsel, except as may be required
by an order of any court or administrative agency or by any statute, rule,
regulation, order, policy, directive or request of any governmental authority or
agency.

(f) Reporting Requirements. The Borrower will furnish to the
----------------------
Authority, (i) as soon as available and in any event within one hundred twenty
(120) days after the end of each fiscal year of the Borrower, an audited balance
sheet of the Borrower as to the end of such fiscal year and related audited
statements of earnings and retained earnings and changes in financial position,
including, an income statement for such fiscal year setting forth in comparative
form an audited balance sheet and audited statements of earnings and retained
earnings and changes in financial position as at the end of and for the previous
fiscal year, and accompanied by the report thereon, not qualified as to the
scope of the audit or as a result of non-conformity with generally accepted
accounting principles or auditing standards, of an Independent Accountant;

(ii) concurrently with the delivery of the financial statements
referred to in clause (i), a certificate of an Authorized Borrower
Representative stating that he has reviewed this Agreement and the Related
Documents and has made, or caused to be made under his supervision, a review in
reasonable detail of the transactions and condition of the Borrower during the
accounting period covered by such financial statements, that, based on such
review, the Borrower has observed or performed all of its material covenants and
other agreements, the failure to observe or perform which would have a material
adverse effect on its business, financial condition, results of operations or
would materially adversely affect Borrower's ability to perform its obligations
hereunder and has satisfied every material condition contained in this Agreement
and the Related Documents to be observed, performed or satisfied by it, and that
such review has not disclosed the

37

existence, during or at the end of such accounting period, and that such
Authorized Borrower Representative does not have knowledge of the existence,
during or at the end of such accounting period or as of the date of the
certificate, of any material Event of Default or event which, with the giving of
notice or the lapse of time or both, would constitute an Event of Default or, if
such Representative has any knowledge of any such Event of Default or other such
event, specifying what action Borrower is taking or proposes to take with
respect thereto;

(iii) together with each delivery of financial statements pursuant to
clause (i) above, a written statement by an Independent Accountant giving the
report thereon (1) stating that their audit examination has included a review of
the terms of this Agreement and of the Related Documents, as they relate to
accounting matters and (2) stating whether, in the course of their audit
examination, they obtained knowledge (and whether, as of the date of such
written statement, they have knowledge) of the existence of any Event of Default
or any event which, with the giving of notice or the lapse of time or both,
would constitute an Event of Default, and, if so, specifying the nature and
period of existence thereof.

(g) Maintenance of Principal Office; Change of Address. The
--------------------------------------------------
Borrower will maintain an office for the transaction of its business and will
give the Authority and the Trustee at least thirty (30) days prior written
notice of any relocation of its chief executive office or principal place of
business.
(h) Notice of Material Litigation. The Borrower shall
-----------------------------
promptly notify the Authority of the existence and status of any litigation
which individually or in the aggregate could, in the event of an unfavorable
outcome, have a material adverse effect on the Borrower or the Project.

(i) Defaults. The Borrower will promptly notify the Authority
--------
of the occurrence of any event, which with the giving of notice or the lapse of
time, or both, would result in an Event of Default, and the action that the
Borrower proposes to take with respect thereto.

(j) Insurance. The Borrower will comply with the insurance
---------
requirements contained in the Pledge Agreement.

(k) Payment and Performance Bond; Builder's Risk Insurance.
------------------------------------------------------
Promptly upon Borrower's determination of the contractor to be engaged for
the construction of the Shopping Center and in any event prior to actual
commencement of construction, Borrower shall provide the Authority and the
Trustee with copies of a Payment and Performance Bond for 100% of the
construction costs thereof, as well as Builder's Risk Insurance in compliance
with the requirements set forth in the Pledge Agreement.

38

(l) Future Leases. Upon the execution of any future leases by
-------------
the Borrower, as lessor, of the Shopping Center or any part thereof, the
Borrower shall execute or cause to be executed any and all instruments,
certificates, assignments or other documents necessary or desired by the
Authority and Trustee to perfect the assignment of such future leases to the
Authority under the terms and provisions of, or terms and conditions
substantially similar to, the Collateral Assignment.

(m) Payment of Debts. The Borrower will pay its debts from
----------------
its assets as the same shall become due and payable and will conduct its affairs
in a prudent manner so as to at all times maintain its solvency, except for
those debts being contested by Borrower in good faith and by appropriate
proceedings.

(n) Conduct of Business. The Borrower will conduct and operate
-------------------
its business as presently conducted and operated.

(o) Separateness. The Borrower will be, and at all times will
------------
hold itself out to the public as a legal entity separate and distinct from any
other entity, including any Affiliate thereof, and will maintain its assets in
such a manner that it is not costly or difficult to segregate, ascertain or
identify its individual funds and assets from those of any Affiliate or any
other Person, and in connection therewith shall provide for the independent
filing of its tax returns and related governmental filings. Any common employee
or overhead shared with Affiliates will be appropriately allocated and charged.

(p) Annual Rating Agency Fee. The Borrower will pay the
------------------------
Rating Agency its annual fee, and any other fees or charges in connection with
the Rating Agency's annual credit review of the Borrower, as the same shall
become due.

Section 5.14. LIENS AND ENCUMBRANCES; OTHER DEBT.
----------------------------------

Except as provided in Section 5.15 hereof, the Borrower (a) covenants
that it will not create or suffer to be created any Lien, encumbrance or charge
upon the Mortgaged Property, or the Leases, or any part thereof, except for
Permitted Liens and as otherwise contemplated or permitted under this Agreement
or the Related Documents, and (b) will not, incur additional Indebtedness,
except (i) to the issuer of the Credit Enhancement or the Depositor of Cash
Collateral, whether secured or unsecured; (ii) for Indebtedness incurred for the
capital needs of the Shopping Center, including but not limited to the expansion
and/or modernization of the Shopping Center up to an amount not to exceed five
percent (5%) of the original principal amount of the Bonds; or (iii) such other
Indebtedness as may be approved by the Rating Agency, which approval shall be
confirmed in writing by the Rating Agency to the Trustee, and (iv) Partner Debt,
which shall, when added to all such other Indebtedness of the Borrower, not
exceed eighty percent (80%)

39

of the current Appraised Value of the Shopping Center. In each instance under
(iv) above, the Borrower shall maintain, after taking into consideration the
principal amount of and debt service for such additional Indebtedness, an
Additional Indebtedness Loan-to-Value Ratio of no more than the Maximum Loan to
Value Ratio and an Additional Indebtedness Debt Service Coverage Ratio of no
less than the Minimum Debt Service Coverage Ratio. Any additional Indebtedness
permitted pursuant to the provisions hereinabove (i) shall either fully self
amortize during the term of such Indebtedness or shall mature on a date
following the date when the Bonds are to be paid in full, and (ii) shall in all
respects be subject and subordinate to this Agreement and the Related Documents,
including, but not limited to, the Mortgage and Collateral Assignment.

The Borrower further covenants that it will satisfy or cause to be
discharged, or will make adequate provision to satisfy and discharge, within
sixty (60) days after the same shall accrue, all lawful claims and demands
(except such as may arise from or in connection with the Shopping Center or the
acquisition, construction, equipping, installation and improvement of the
Shopping Center and as may be payable from the proceeds of the Bonds) for labor,
materials, supplies or other items which, if not satisfied, might by law become
a Lien upon the Shopping Center, its revenues or any part thereof. If any such
Lien shall be filed or asserted against the Shopping Center, its revenues or any
part thereof, by reason of labor, materials, supplies or other items supplied or
claimed to have been supplied on or to the Shopping Center at the request or
with the permission of the Borrower or of anyone claiming to act for the
Borrower, then the Borrower shall, within thirty (30) days after it receives
notice of the filing or the assertion thereof, cause the same to be discharged
of record or effectively prevent the enforcement or foreclosure thereof against
the Shopping Center, by contest, payment, deposit, bond, order of court or
otherwise. Nothing in this Section shall require the Borrower to satisfy or
discharge any such Lien, so long as the validity thereof shall be contested in
good faith and by appropriate legal proceedings, and such contest does not
jeopardize the interest of the Authority, the Borrower or the Trustee in the
Shopping Center and its revenues.

Section 5.15. PAYMENT OF OTHER CHARGES.
------------------------

The Borrower covenants and agrees to pay directly to the appropriate
party, when due, all assessments, levies, taxes and insurance premiums of every
kind and nature relating to the whole or any part of the Shopping Center, or any
interest therein, and all costs, expenses, liabilities and charges of every kind
and nature, including wages, charges for gas, electricity, water, sewer and
other utilities, relating to the maintenance, operation, repair, replacement and
improvement of the Shopping Center or any part thereof, or any facilities,
machinery or equipment thereon, or

40

to the operations or services conducted or provided thereon in connection
therewith which may arise or accrue; provided, however, that with respect to the
obligations imposed upon it under this Section, the Borrower may exercise the
right to contest them to the same extent and in the same manner as is provided
in Section 5.14.

Section 5.16. COVENANTS OF THE AUTHORITY WITH RESPECT TO THE LEASES.
-----------------------------------------------------
Upon the Borrower's written request, the Authority agrees to cause the (i)
subordination of its lien under the Mortgage, with respect to the Leases, and/or
(ii) the execution and delivery of non-disturbance and attornment agreements
with respect to the Leases, all pursuant to and in connection with the terms and
conditions set forth in Section 26 of the Pledge Agreement.

Section 5.17. BUSINESS. Borrower covenants and agrees that it will
--------
not engage in any business other than the operation and administration of the
Shopping Center directly or through any subsidiary or joint venture or other
means.

Section 5.18. NEGATIVE COVENANTS. So long as the Borrower shall have
------------------
any obligation to pay any amount to the Authority hereunder, unless the
Authority and the Rating Agency shall otherwise consent in writing, the Borrower
covenants that it will not:

(a) own any asset or engage in any business other than the
ownership and operation of (i) the Mortgaged Property, and (ii) incidental
personal property necessary for the operation of the Mortgaged Property;

(b) enter into any contract or agreement with any Affiliate of
the Borrower, except upon terms and conditions set forth in written valid,
binding and enforceable agreements that are intrinsically fair and substantially
similar to those that would be available on an arms-length basis with third
parties other than an Affiliate;

(c) incur any Indebtedness, secured or unsecured, direct or
contingent (including guaranteeing any obligation), other than Indebtedness
permitted under the terms of this Agreement or any Related Documents;

(d) make any loans or advances to any Person (including any
Affiliate) other than duly authorized and valid partnership distributions to the
partners of the Borrower in the ordinary course of business;

(e) seek the dissolution or winding up, in whole or in part, of
the Borrower, except in compliance with Section 6.01 hereof; or

41

(f) guarantee or otherwise hold itself out to be responsible
for the debts or obligations of any other Person or Affiliate, or permit that
any Affiliate be responsible or otherwise guarantee its obligations.

Section 5.19. LIMITATION OF LIABILITY.
-----------------------

Notwithstanding anything to the contrary contained in this Agreement
and whether or not the Borrower qualifies or continues to qualify as a special
partnership, no recourse shall be had, whether by levy or execution or
otherwise, for the payment of the principal of or interest on, or other amounts
owed under this Agreement, or for any claim based on this Agreement or in
respect thereof, directly or indirectly against any partner of the Borrower or
any predecessor, successor or affiliate of any such partner or any of their
assets (other than from the interest of such partner in the Borrower), or
against any principal, partner, shareholder, officer, director, agent or
employee of any such partner (other than from the interest of any such Person in
the Borrower), nor shall any such Persons be personally liable for any such
amount or claims, or liable for any deficiency judgment based thereon or with
respect thereto. The sole remedies of the Authority with respect to the
hereinbefore mentioned amounts and claims shall be against the Borrower, whether
or not it qualifies or continues to qualify as a special partnership, and all
such liability of the aforesaid Persons, except as expressly provided in this
Section 5.19, is expressly waived and released as a condition of and as
consideration for the execution of this Agreement. Anything in this Section to
the contrary notwithstanding (i) nothing contained in this Agreement (including,
without limitation, the provisions of this Section 5.19) shall constitute a
waiver of any indebtedness of the Borrower evidenced hereby or any of the
Borrower's other obligations or shall be taken to prevent recourse to and the
enforcement against the Borrower of all the liabilities, obligations and
undertakings contained in this Agreement; (ii) this Section 5.19 shall not be
applicable to a breach by any Person of any unrelated obligation to the
Authority; and (iii) this Section 5.19 shall not be applicable to any party in
the event of (A) fraud by such party, (B) misappropriation of funds or other
property by such party, or (C) damage to the Shopping Center or any part thereof
intentionally inflicted in bad faith by such party. Notwithstanding the
provisions of clause (iii) of this Section 5.19 nothing herein shall limit or
otherwise impair the protection afforded to Borrower's partners under the
provisions of Act No. 3 of September 27, 1985, as amended, or otherwise under
applicable law. For the purposes of the foregoing, the term "shareholder" shall
be deemed to include the shareholders of any corporation which is a shareholder
of a corporation and the term "partner" shall be deemed to include the partners
of any partnership which is a partner of a partnership.

42

Section 5.20. PARTIAL RELEASE OF MORTGAGE
---------------------------

(a) After the then current Enhancement Amount is reduced to an amount
which is less than or equal to twenty-five percent (25%) of the then current
Exposure Amount, or such higher percentage which the Rating Agency may deem
appropriate in its sole discretion at any time thereafter and confirmed in
writing by the Rating Agency to the Trustee, upon the Borrower's request, unless
an Event of Default shall exist hereunder or under the Related Documents, and
after taking into consideration the reduction in value of the security for the
Bonds and the reduction in income available to service the Bonds resulting from
the release, and provided that at the time of such release the Borrower
maintains a Release Loan-to-Value Ratio of no more than the Maximum Loan to
Value Ratio and a Release Debt Service Coverage Ratio of no less than the
Minimum Debt Service Coverage Ratio, the Authority shall consent to the
segregation of and to release from the Mortgage and other Related Documents any
and/or all of those parcels identified as Out-Parcels A, B, C and D in Exhibit A
and A-1 hereof and the Trustee shall appear upon request at any such
segregation. Fifty percent (50%) of the net proceeds from any sale of an out-
parcel or land-pad released from the lien of the Mortgage pursuant to the
provisions of this Section shall be: (a) applied to redeem Bonds, or (b)
deposited to the credit of the Reserve Fund, at the election of the Borrower.

(b) Upon the Borrower's request, the Authority and the Trustee agree
to allow the Borrower to obtain or grant any easements, rights of way, or the
like, deemed necessary or convenient by the Borrower and to segregate and
release from the Mortgage any parcels of land for conveyance to the Commonwealth
or any agency or subdivision thereof, if deemed by the Borrower to be necessary
or convenient.

(c) No release under Sections 5.20(a) and (b) shall cause any change
in the terms and conditions hereof or any reduction in the Mortgage Note except
that the area of the land forming part of the Mortgaged Property shall be
reduced by the area of the parcel(s) so released.

All costs and expenses related to such segregation(s) and release(s)
shall be for the account of the Borrower, provided, however, that the Borrower
shall not be required to make any partial release or other payment or to pay any
compensation (other than the reimbursement of the cost and expenses mentioned
above) to the Authority and the Trustee for any segregation or release permitted
by this Section 5.20.

43

Section 5.21. NO INTEREST OF AUTHORITY IN PROJECT.
-----------------------------------

The Authority shall not have any rights to or interest in the Project,
which shall be the sole and exclusive property of the Borrower.

ARTICLE VI

ASSIGNMENT

Section 6.01. SALE OF PROJECT; ASSIGNMENT OF LOAN AGREEMENT BY
------------------------------------------------
BORROWER. With prior notice to the Authority and the Trustee, but without the
- --------
necessity of obtaining the consent of the Authority or the Trustee, the
Shopping Center may be sold, leased or otherwise transferred, as a whole or in
part, and any proceeds thereof retained by the Borrower and/or this Agreement
may be assigned, in whole or in part; subject, however, in either case, to the
following conditions:

(a) prior to any sale, lease or other transfer of the Shopping
Center, the Authority and the Trustee shall be provided with evidence
satisfactory to them by the Borrower (which may include an opinion from counsel
approved by the Trustee and the Authority) that notwithstanding such event,
interest payable on the Bonds will continue to: (i) constitute Commonwealth
source income under applicable provisions of the Code as in effect on the Date
of Issuance, (ii) qualify for the exclusion from gross income under Section 933
of the Code, and (iii) not be subject to income taxes under the Code as in
effect on the Date of Issuance, when received by a foreign corporation;

(b) no sale, lease, or other transfer of the Shopping Center or
assignment of this Agreement shall relieve the Borrower of the obligation to
make the payments required by Section 4.01 hereof except if the requirements of
Section 6.01(A) hereof are met, in which case the Borrower shall be relieved of
all future obligations under this Agreement and the Related Documents;

(c) prior to any sale, lease, or other transfer of the Shopping
Center contemplated under this Section 6.01, if the Bonds are then rated, the
Borrower shall obtain evidence in written form of the Rating Agency that a sale,
lease, or other transfer of the Shopping Center, or the assignment of this
Agreement shall not cause the downgrading of the Bonds by the Rating Agency.

Any assignment of this Agreement by the Borrower is subject to the
following additional conditions:

(A) the assignee shall, in a certificate delivered to the
Authority and the Trustee, which certificate shall be in a form reasonably
satisfactory to the Authority and the Trustee, expressly assume, and agree to
pay and to perform, all of the

44

obligations of the Borrower under the Agreement which shall have been assigned
to it; and

(B) the assignee shall deliver to the Authority and the Trustee a
certificate executed by its chief financial officer stating that none of the
obligations, covenants and performances under the Agreement assumed by it will
conflict with, or constitute on the part of such assignee a breach of, or
default under, any indenture, mortgage, agreement or other instrument to which
such assignee is a party or by which it is bound, or any existing law, rule,
regulation, judgment, order or decree to which such assignee is subject.

Notwithstanding anything contained herein to the contrary, the
foregoing reference to leases shall not mean the Leases entered into by Borrower
for the Shopping Center in the ordinary course of business, which Leases shall
not be subject to the requirements of this Section and may be entered into by
Borrower free of any obligations under this Section 6.01.

Section 6.02. ASSIGNMENT BY AUTHORITY. By the provisions of the
-----------------------
Trust Agreement, the Authority will assign its rights and interests under this
Agreement and the Related Documents to which it is a party (except its rights to
receive notices, reports, and other statements given both to the Authority and
the Trustee, its rights under Sections 4.05, 4.06, 5.08 and 7.04 hereof 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 hereof) and will assign any payments, receipts and revenues receivable by
it (except as aforesaid) under or pursuant to this Agreement and the Related
Documents to which it is a party and income earned by the investment of funds
held under the Trust Agreement, to the Trustee as security for the payment of
the principal of, premium, if any, and interest on the Bonds. Except as provided
in this Section 6.02, the Authority will not sell, assign, transfer, convey or
otherwise dispose of its interest in this Agreement or the Related Documents to
which it is a party, or the payments, receipts and revenues of the Authority
derived hereunder.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.01. EVENTS OF DEFAULT. The following shall be "Events of
-----------------
Default" under this Agreement, and the term "Events of Default" shall mean,
whenever used with reference to this Agreement, any one or more of the following
occurrences:

(a) failure by the Borrower to pay the amounts required to be paid
with respect to the principal amount of the Bonds or premium,

45

if any, or interest on, the Bonds when the same shall become due and payable at
maturity, upon redemption or otherwise;

(b) failure by the Borrower for any two consecutive months to make
the monthly deposits required to be made under Section 4.01(c)(ii) of this
Agreement;

(c) failure by the Borrower to replenish the Reserve Fund within the
periods set forth in Section 4.01(c)(iii);

(d) failure by the Borrower to pay when due any payment required to
be made under this Agreement, other than payments under subsection (a), (b) and
(c) above, which failure shall continue for a period of thirty (30) days after
written notice, specifying such failure and requesting that it be remedied, is
given to the Borrower by the Authority or the Trustee, unless the Authority or
the Trustee shall agree in writing to an extension of such time prior to its
expiration; or

(e) failure by the Borrower to observe or perform any material
covenant, condition or agreement on its part to be observed or performed
hereunder or under the Related Documents, other than as referred to in
subsections (a), (b), (c) and (d) of this Section, which failure shall continue
for a period of sixty (60) days after written notice, specifying such failure
and requesting that it be remedied, is given to the Borrower by the Authority or
the Trustee, unless the Authority or the Trustee shall agree in writing to an
extension of such time prior to its expiration; provided, however, that if such
failure cannot be corrected within such sixty (60) day period, it shall not
constitute an Event of Default if corrective action is instituted by the
Borrower within such period and diligently pursued until such failure is
corrected; or

(f) the Borrower, the Guarantor, or the Letter of Credit Bank, as
applicable (if a Guaranty or Letter of Credit is then in effect), shall commence
a voluntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to the
appointment of or taking possession by a receiver, custodian, liquidator,
assignee, trustee or sequestrator (or other similar official) of itself or of
any substantial part of its property, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or the Borrower or partners owning a majority interest in the Borrower
shall take any action in furtherance of any of the foregoing (except in
connection with a consolidation or a merger of the Borrower with or into another
entity or transfer of all or substantially all the assets of the Borrower not
prohibited by Section 5.01 hereof); provided, however, that should an Event of
Default under this Section 7.01(f) be caused by the Guarantor or

46

Letter of Credit Bank, as applicable, no Event of Default shall exist, unless
the Borrower fails to deliver to the Trustee a substitute Credit Enhancement, as
contemplated under Section 4.09 hereof, within one hundred and eighty (180) days
of the occurrence of such an event; or

(g) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Borrower, the Guarantor, or the Letter of
Credit Bank, as applicable (if a Guaranty or Letter of Credit is then in
effect), in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
custodian, liquidator, assignee, trustee or sequestrator (or other similar
official) of the Borrower or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
such decree or order unstayed and in effect for a period of one hundred eighty
(180) consecutive days; provided, however, that should an Event of Default under
this Section 7.01(g) be caused by the Guarantor or Letter of Credit Bank, as
applicable, no Event of Default shall exist, unless the Borrower fails to
deliver to the Trustee a substitute Credit Enhancement, as contemplated under
Section 4.09 hereof, within one hundred and eighty (180) days of the occurrence
of such an event; or

(h) there shall have occurred an event of default under any lien
junior to the Mortgage which shall have resulted in foreclosure proceedings
involving the Mortgaged Property which proceeding shall have remained unstayed
for one hundred twenty (120) consecutive days; or

(i) the Guarantor or the Letter of Credit Bank, as applicable, shall
fail to honor a draft or pay a claim under the Guaranty Agreement or the Letter
of Credit, as applicable.

The foregoing provisions of subsections (d) and (e) of this Section
are subject to the following limitations: if by reason of Force Majeure, the
Borrower is unable in whole or in part to carry out any of its covenants or
agreements herein contained or in the Related Documents, failure of the Borrower
to carry out any such covenants or agreements, other than the obligations on the
part of the Borrower contained in Sections 4.01 and 5.01 hereof, shall not be
deemed an Event of Default during the continuance of such inability, including a
reasonable time for the removal of the effect thereof.

The term "Force Majeure" shall mean, without limitation, the
following:

(a) acts of God; strikes, lockouts or other industrial disturbances;
acts of public enemies; orders or restraints of any kind of the government of
the United States or of the Commonwealth

47

or any of their departments, agencies, political subdivisions or officials, or
any civil or military authority; war; insurrections; civil disturbances; riots;
epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms;
droughts; floods; washouts; arrests; restraint of government and people;
explosions; breakage, malfunction or accident to facilities, machinery,
transmission pipes or canals; partial or entire failure of utilities; shortages
of labor, materials, supplies or transportation; or

(b) any cause, circumstance or event not reasonably within the
control of the Borrower.

The Borrower agrees, however, to use diligent efforts to overcome its
inability to carry out such covenants or agreements by reason of such Force
Majeure; provided, that the settlement of any disputes of any nature, including
without limitation strikes, lockouts and other industrial disturbances, shall be
entirely within the discretion of the Borrower, and the Borrower shall not be
required to make settlement of any such disputes by acceding to the demands of
the opposing party or parties when such course is, in the judgment of the
Borrower, unfavorable to the Borrower.

Section 7.02. ACCELERATION; REMEDIES. Whenever any Event of Default
----------------------
shall have happened and be continuing, any one or more of the following remedial
steps may be taken, provided that written notice of the default has been given
to the Borrower by the Authority, the Trustee, or by the holders of a majority
of the Bonds then outstanding and the default has not theretofore been cured,
and provided further that no remedial steps shall be taken by the Authority, the
effect of which would be to entitle the Authority to funds necessary for the
payment of the principal of and interest on Bonds which have not yet matured or
otherwise become due, unless such principal and interest shall have been
declared due and payable in accordance with the Trust Agreement and such
declaration shall not have been rescinded:

(a) The Authority may at its option declare all unpaid amounts,
payable under Section 4.01 hereof, to be immediately due and payable.

(b) The Authority may take any action at law or in equity to collect
the payments then due and thereafter to become due, or to enforce performance
and observance of any obligation, agreement or covenant of the Borrower under
this Agreement.

Any amounts collected pursuant to action taken under this Section
shall be applied in accordance with the Trust Agreement.

Section 7.03. REMEDIES NOT EXCLUSIVE. No remedy conferred upon or
----------------------
reserved to the Authority in connection with the loan to the Borrower, pursuant
to this Agreement, is intended to be exclusive of any other available remedy or
remedies, but each and

48

every remedy shall be cumulative and shall be in addition to every other remedy
either given under this Agreement or now or hereafter existing at law or in
equity or by statute. No delay or omission 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 thereof, but any such right and power may be exercised
from time to time and as often as it may be deemed expedient. In order to
entitle the Authority to exercise any remedy reserved to it in this Article, it
shall not be necessary to give any notice, other than such notice as may be
herein expressly required.

Section 7.04. ATTORNEYS' FEES AND EXPENSES. If an Event of Default
----------------------------
shall occur and the Authority or the Trustee shall employ attorneys or incur
other expenses for the collection of payments due hereunder, or for the
enforcement of performance or observance of any obligation or agreement on the
part of the Borrower contained herein, the Borrower will, on demand therefor,
reimburse the reasonable fees of such attorneys and such other reasonable
expenses so incurred.

Section 7.05. WAIVERS. In view of the assignment of the Authority's
-------
rights under and interest in this Agreement to the Trustee by the provisions of
the Trust Agreement, the Authority shall have no power to waive any default
hereunder or extend the time for the correction of any default which would
become an Event of Default by the Borrower, without the consent of the Trustee
to such waiver.

ARTICLE VIII

PREPAYMENT OF THE LOAN

Section 8.01. PREPAYMENT OF THE LOAN.
----------------------

(a) Optional Prepayment of the Loan. In accordance with the
-------------------------------
redemption procedure set forth in Article III of the Trust Agreement, the
Borrower shall have the right to prepay this loan, in whole or in part:

(i) at any time on or after January 1, 2005, at declining
premiums in relation to the date fixed for such redemption based upon a
percentage of the principal amount of the Bonds, as hereinafter set forth,
together with accrued and unpaid interest to the date fixed for such redemption:

DATE FIXED FOR REDEMPTION % OF PRINCIPAL OF BONDS
------------------------- -----------------------

January 1, 2005-December 31, 2005 103%
January 1, 2006-December 31, 2006 102%
January 1, 2007-December 31, 2007 101%
January 1, 2008 and thereafter 100%

49

(ii) At any time prior to December 31, 2004, in the event the
Borrower sells or transfers a fifty percent (50%) or greater interest in the
Project (whether through a partnership interest sale or transfer), at the
redemption price of 104% of the principal amount of the Bonds to be so redeemed,
together with accrued and unpaid interest to the date fixed for such redemption,
or

(iii) at any time, in part, if the monies are not deposited to the
credit of the Reserve Fund, as provided in Section 5.20(a) hereof, from fifty
percent (50%) of the net proceeds of any sale of an out-parcel or land pad, at
declining premiums in relation to the date fixed for redemption, based upon a
percentage of the principal amount of the Bonds, as hereinafter set forth,
together with accrued and unpaid interest to the date fixed for such redemption:

DATE FIXED FOR REDEMPTION % OF PRINCIPAL OF BONDS
------------------------- -----------------------

Prior to January 1, 2005 104%
January 1, 2005-December 31, 2005 103%
January 1, 2006-December 31, 2006 102%
January 1, 2007-December 31, 2007 101%
January 1, 2008 and thereafter 100%

To exercise any of the options granted herein, the Borrower shall give
to the Authority and the Trustee, at least forty-five (45) days prior to such
optional redemption date, written notice setting forth (i) the date to be fixed
for redemption; (ii) the amount to be prepaid; (iii) the principal amount of
Bonds to be redeemed; and (iv) the maturity or maturities of the Bonds to be
redeemed.

The Borrower agrees to make, or cause to be made, the payments
required under this Section 8.01(a) to the Trustee for deposit to the credit of
the Bond Fund, in the amount due in respect of principal, interest and premium,
if any, to be due on the Bonds on the redemption date, not less than forty-five
(45) days prior to the date fixed for redemption; so that sufficient funds will
be on deposit in the Bond Fund on the date fixed for redemption.

(b) Special Mandatory Prepayment Without Premium. The Borrower shall
--------------------------------------------
be obligated, and agrees, to prepay on each Principal Payment Date commencing
January 1, 1996, a portion of the loan equal to a portion of the principal
amount of the Bonds due on July 1, 2000, July 1, 2004, July 1, 2009, July 1,
2014 and July 1, 2020, in the respective amounts set forth below, together with
accrued interest thereon to the date of redemption, without premium:

50

BONDS DUE:
---------