KMART CORP, S-3, 1994-06-08

KMART CORP
S-3, 1994-06-08
VARIETY STORES

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<PAGE> 1

As filed with the Securities and Exchange Commission on June 8, 1994

REGISTRATION NO. 33-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
KMART CORPORATION
(Exact Name of Registrant as Specified in its Charter)

MICHIGAN
(State or other jurisdiction of incorporation or organization)
38-0729500
(I.R.S. Employer Identification No.)

3100 WEST BIG BEAVER ROAD
TROY, MICHIGAN 48084
(810) 643-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------------

A. N. PALIZZI
EXECUTIVE VICE PRESIDENT AND
GENERAL COUNSEL
KMART CORPORATION
3100 WEST BIG BEAVER ROAD
TROY, MICHIGAN 48084
(810) 643-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

Copies to:

Verne C. Hampton, II
Dickinson, Wright, Moon,
Van Dusen & Freeman
500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226

Norman C. Storey
Squire, Sanders & Dempsey
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004

James L. Purcell
Paul, Weiss, Rifkind,
Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
---------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF AMOUNT BEING OFFERING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED REGISTERED PER UNIT PRICE FEE
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<S> <C> <C> <C> <C>
Mortgage Pass-Through
Certificates................... $250,000,000 100% $250,000,000 $86,206.90
</TABLE>

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there by any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED JUNE 8, 1994

PROSPECTUS

KMART CORPORATION

$250,000,000
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
-------------------------

The Mortgage Pass-Through Certificates (the "Certificates") offered hereby
and by the related Prospectus Supplements will be offered from time to time in
one or more Series in amounts, at prices and on terms to be determined at the
time of the offering. Capitalized terms used herein and not defined herein shall
have the respective meanings assigned to them in the glossary set forth on pages
through of this Prospectus (the "Glossary").

Each Certificate of each Series offered hereby will evidence a fractional
undivided beneficial ownership interest in the assets of a single separate Trust
to be created pursuant to the related Trust Agreement between National Tenant
Finance Corporation, a Delaware corporation (the "Depositor"), and the Trustee
identified in the related Prospectus Supplement. If more than one Series of
Certificates is offered by a related Prospectus Supplement, each such Series
will be issued pursuant to a single separate Trust.

The Trust Property of each Trust will include, but not be limited to, one or
more Mortgage Notes (each, a "Mortgage Note," and collectively, the "Mortgage
Notes"). Generally, each such Mortgage Note will evidence the non-recourse
obligation of a Borrower under a Loan Agreement between such Borrower and the
Depositor pursuant to which the Depositor will loan a portion of the proceeds of
the offering of the related Series of Certificates to such Borrower to finance
the acquisition or the acquisition and construction of, or to provide permanent
financing for, a facility described in the Prospectus Supplement (a "Facility")
which will be leased for use as a retail store to a tenant ("Tenant") which will
be Kmart Corporation ("Kmart") or a subsidiary (a "Subsidiary") of Kmart
identified in the Prospectus Supplement.

The Trust Property will generally also include, with respect to each
Facility, the following Collateral for the related Mortgage Note(s): (i) a
Mortgage on such Facility securing each such Mortgage Note; (ii) all of the
Depositor's rights under the Loan Agreement pursuant to which the related
Mortgage Note(s) were issued; (iii) an assignment of the related Lease, Lease
Payments and (if the Tenant is a Subsidiary) Lease Guaranty; (iv) a pledge of
certain moneys held in certain funds established pursuant to the Trust
Agreement, or Collateral Trust Agreement, if applicable; (v) a Note Put
Agreement requiring the Tenant and Kmart (if the Tenant is a Subsidiary) to
purchase the related Mortgage Note(s) upon the occurrence of a Triggering Event;
(vi) an assignment of the Borrower's right, title and interest in and to any
Construction Fund Disbursement Agreement and Construction Fund Disbursement
Agreement-Common Area related to such Facility; (vii) a pledge of certain
investments of fund balances held in the Trust, or the Collateral Trust if
applicable, and income earned thereon; and (viii) any other Loan Documents.

In some cases a Loan Agreement may provide that a Mortgage Loan will be
evidenced by two or more Mortgage Notes having different maturities. In such
event, (i) each such Mortgage Note (and, if Mortgage Notes of different
maturities are issued pursuant to two or more Loan Agreements, all of such
Mortgage Notes having the same maturity) will be held by a separate Pass-Through
Trust, and, in the case of Mortgage Notes issued under two or more Loan
Agreements, all Mortgage Notes held by each separate Pass-Through Trust will
have the same maturity, (ii) each Certificate will evidence a fractional
undivided beneficial ownership interest in the assets of the related
Pass-Through Trust and will have no rights, benefits or interests in respect of
any other Pass-Through Trust or the Pass-Through Trust Property held in any
other Pass-Through Trust, and (iii) the Collateral securing such Mortgage Notes
will be held by a Collateral Trustee for the benefit, pari passu, of all
Pass-Through Trusts holding any of the Mortgage Notes secured by such
Collateral.

Scheduled Payments on the Mortgage Notes will be passed through to the
Certificateholders of each Trust on the dates set forth in the related
Prospectus Supplement until the final scheduled Remittance Date for such Trust.
The maturity date of the Mortgage Notes acquired by each Trust will correspond
to the final scheduled Remittance Date applicable to the Certificates evidencing
interests in such Trust. Each Trust will acquire Mortgage Notes having an
interest rate higher than the interest rate on the Certificates evidencing
interests in such Trust. The aggregate principal amount of the Certificates
evidencing interests in each Trust will be equal to the aggregate principal
amount of the Mortgage Notes held in such Trust, plus the costs of issuance of
the Certificates. The difference between the interest rates on the Mortgage
Notes and the Certificates over the term of the Mortgage Notes, when added to
the payment of the principal of the Mortgage Notes, will be scheduled to result
in an amount equal to the full principal amount of the Certificates being
distributed to the Certificateholders. If the Mortgage Notes are prepaid in full
or if they are sold pursuant to the related Note Put Agreement, the Make-Whole
Premium or Termination Premium required to be paid in connection with such
prepayment or sale will, if paid, result in an amount equal to the full
principal amount of the Certificates being distributed to the
Certificateholders. However, if prepayment of the Mortgage Notes is required as
the result of a permissible lease termination by the related Tenant, there may
be insufficient funds available to pay such full principal amount, including the
Make-Whole Premium.

The Prospectus Supplement relating to a Series of Certificates will set
forth, among other things, the following information if applicable to such
Series: (i) the aggregate principal amount, interest rate and authorized
denominations of such Certificates, (ii) certain information concerning the
Mortgage Notes and the nature of the related Facilities, (iii) the Remittance
Dates on which periodic distributions will be made to Certificateholders, (iv)
the terms on which other distributions will be made to Certificateholders and
(v) additional information with respect to the plan of distribution of such
Certificates. The Prospectus Supplement will also set forth whether the Mortgage
Note(s) have the same maturity, in which case the Collateral will be held by the
related Trust, or whether the Mortgage Notes have different maturities, in which
case the Collateral will be held by the related Collateral Trust.

ALTHOUGH LEASE PAYMENTS IN AMOUNTS NECESSARY TO PERMIT THE TIMELY PAYMENT OF
THE REGULARLY SCHEDULED INSTALLMENTS OF PRINCIPAL OF AND INTEREST ON THE
MORTGAGE NOTE(S) WILL BE A DIRECT OBLIGATION OF A TENANT, WHICH LEASE PAYMENTS
WILL BE GUARANTEED BY KMART IF IT IS NOT THE TENANT, NEITHER THE CERTIFICATES
NOR THE MORTGAGE NOTES WILL REPRESENT AN INTEREST IN OR A DIRECT OBLIGATION OF,
OR BE GUARANTEED BY, KMART, ANY SUBSIDIARY, ANY TRUSTEE, ANY PASS-THROUGH
TRUSTEE, ANY COLLATERAL TRUSTEE, ANY BORROWER OR THE DEPOSITOR.

THE CERTIFICATES WILL REPRESENT AN INTEREST IN THE RELATED TRUST ONLY, AND
WILL NOT BE GUARANTEED BY ANY GOVERNMENTAL AGENCY OR DEPARTMENT, OR BY THE
DEPOSITOR, KMART, ANY SUBSIDIARY, THE TRUSTEE, THE COLLATERAL TRUSTEE, THE
PASS-THROUGH TRUSTEE, OR BY ANY OF THEIR RESPECTIVE AFFILIATES, OR BY ANY OTHER
PERSON OR ENTITY.

SEE "SPECIAL CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BEFORE PURCHASING THE CERTIFICATES OF ANY SERIES.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
-------------------------
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
-------------------------

The Certificates are offered when, as and if delivered to and accepted by
Sutro & Co. Incorporated and the other underwriters, if any, subject to prior
sale, withdrawal or modification of the offer without notice, the approval of
counsel and other conditions. Retain this Prospectus for future reference. This
Prospectus may not be used to consummate sales of the Certificates offered
hereby unless accompanied by a Prospectus Supplement.

SUTRO & CO. INCORPORATED
THE DATE OF THIS PROSPECTUS IS , 1994
<PAGE> 3

AVAILABLE INFORMATION

Kmart Corporation ("Kmart" or the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 upon
payment of prescribed rates. Kmart's common stock is listed on the New York
Stock Exchange, the Chicago Stock Exchange and the Pacific Stock Exchange. Such
reports, proxy statements and other information can also be inspected and copied
at the New York Stock Exchange, 20 Broad Street, 7th Floor, New York, New York
10005.

Kmart has filed with the Commission a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Certificates. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement may be inspected without charge at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Commission upon payment of prescribed rates.

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

REPORTS TO CERTIFICATEHOLDERS

The Trustee will furnish to Certificateholders of each Series periodic
statements containing information with respect to principal and interest
distributions on the Certificates of that Series. Any financial information
contained in such reports will not have been examined or reported upon by an
independent public accountant. See "THE TRUSTS, PASS-THROUGH TRUSTS AND
COLLATERAL TRUSTS -- The Trust Agreements and Pass-Through Trust Agreements --
Reports to Certificateholders." Unless and until Definitive Certificates are
issued, such statements will be sent to Cede & Co., the nominee of The
Depository Trust Company, as registered holder of the Certificates. See "THE
CERTIFICATES -- Book-Entry Registration."
-------------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission (File No. 1-327) pursuant
to the Exchange Act are incorporated or deemed to be incorporated herein by
reference.

1. The Company's Annual Report on Form 10-K for the fiscal year ended
January 26, 1994, its Quarterly Report on Form 10-Q for the quarter ended
April 27, 1994, and its Form 8-K filed on June 8, 1994; and

2. All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Certificates.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in any other
subsequently filed document which is also, or is deemed to be, incorporated by
reference, modifies or replaces such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this Prospectus,
except as so modified or superseded.

The Company will provide without charge to each person to whom this
Prospectus has been delivered, on written or oral request of such person, a copy
(without exhibits, unless such exhibits are specifically incorporated by
reference into such document(s)) of any or all documents incorporated by
reference in this Prospectus. Requests for such copies should be addressed to
Kmart Corporation, Corporate Reporting Department, 3100 West Big Beaver Road,
Troy, Michigan 48084, telephone number (810) 643-1093.

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<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to detailed
information appearing elsewhere in, or incorporated by reference in, this
Prospectus and by reference to the information with respect to each Series of
Certificates contained in the related Prospectus Supplement and in the Trust
Agreement, the Pass-Through Trust Agreement, the Collateral Trust Agreement, if
applicable, the Mortgage Note(s) and the Loan Documents with respect to such
Series. The forms of the Trust Agreement, the Pass-Through Trust Agreement, the
Collateral Trust Agreement and certain of the Loan Documents, each in
substantially the form in which it will be used, have been filed as exhibits to
the Registration Statement of which this Prospectus is a part.

Capitalized terms used herein and not defined herein shall have the
respective meanings assigned to them in the Glossary.

CERTIFICATES OFFERED........... Mortgage Pass-Through Certificates (the
"Certificates"), issuable in Series, all as
more fully described in the related Prospectus
Supplement. The Certificates of each Series
will represent fractional undivided beneficial
ownership interests in a single separate Trust
established for the benefit of the
Certificateholders of such Series. If more than
one Series is offered by a related Prospectus
Supplement, such Series will be issued pursuant
to separate Trusts and each Certificate will
represent a fractional undivided beneficial
ownership interest in one of such separate
Trusts. Each Certificate will evidence a
fractional undivided beneficial ownership
interest in the assets of one Trust and will
have no rights, benefits or interests in
respect of any other Trust or the Trust
Property held in any other Trust. The
Certificates will mature on the date specified,
and will be subject to prepayment
distributions, as described in the related
Prospectus Supplement, as a consequence of the
prepayment, sale or other liquidation of the
Mortgage Note(s) held by the related Trust. See
"THE CERTIFICATES."

BOOK-ENTRY REGISTRATION........ The Certificates will be issued in
fully-registered form only and in denominations
of $1,000 or integral multiples thereof unless
otherwise specified in the related Prospectus
Supplement. Each Series will be represented by
one or more global Certificates registered in
the name of Cede & Co. as the nominee of The
Depository Trust Company. No person acquiring
an interest in the Certificates of such Series
will be entitled to receive a Definitive
Certificate representing such person's interest
in the related Trust, except in the event that
Definitive Certificates are issued under the
limited circumstances described herein. See
"THE CERTIFICATES -- Book-Entry Registration."

DISTRIBUTIONS.................. Distributions from funds held in the
Certificate Account established pursuant to
each Trust Agreement will be made by the
Trustee to the Certificateholders to pay Debt
Service on the Remittance Dates specified in
the related Prospectus Supplement. Interest
will be paid on each Certificate at the rate of
interest specified in the related Prospectus
Supplement and will be calculated on the basis
of a 360-day year consisting of twelve 30-day
months. See "THE CERTIFICATES -- Distribution
of Scheduled Payments."

THE COMPANY.................... Kmart is one of the world's largest
mass-merchandise retailers. The Subsidiaries
consist of five companies which are
subsidiaries of

3
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Kmart: Borders, Inc., which operates large
format book superstores; Walden Book Company
Inc., which operates mall-based bookstores;
Builders Square, Inc., which operates home
improvement superstores; OfficeMax Inc., which
operates office supply superstores; and The
Sports Authority, Inc., which operates large
format sporting goods megastores. See "KMART."
DEPOSITOR The Depositor is a limited purpose finance
corporation formed solely for the purpose of
facilitating the financing and sale of mortgage
loans. See "THE DEPOSITOR."
THE TRUSTS, PASS-THROUGH
TRUSTS AND COLLATERAL TRUSTS Each Series of Certificates will be issued
pursuant to a Trust Agreement between the
Depositor and the Trustee identified in the
related Prospectus Supplement. Each Trust will
hold one or more Mortgage Notes, evidencing one
or more Mortgage Loans.
Each Mortgage Loan will be made to a separate
Borrower, pursuant to a separate Loan
Agreement, and with respect to a separate
Facility. If the Loan Agreement(s) provide for
Mortgage Loan(s) evidenced by Mortgage Note(s)
of one maturity, then, pursuant to a single
Trust Agreement, the Depositor will convey to
the Trustee, without recourse, all of its
right, title and interest in and to such
Mortgage Loan(s) and the related Mortgage
Note(s) and Loan Documents. If the Loan
Agreement(s) provide for Mortgage Notes having
different maturities, then (i) all of such
Mortgage Notes having the same maturity will be
conveyed to a separate Trust ("Pass-Through
Trust") which will be established pursuant to a
form of Trust Agreement sometimes referred to
herein as a "Pass-Through Trust Agreement" and
(ii) the Collateral for all of the Mortgage
Notes issued pursuant to such Loan Agreement(s)
will be conveyed by the Depositor to a single
Collateral Trust pursuant to a Collateral Trust
Agreement for the benefit, pari passu, of all
Pass-Through Trusts holding any of the Mortgage
Notes secured by such Collateral. If the
Mortgage Notes are issued pursuant to more than
one Loan Agreement, the Mortgage Notes relating
to separate Loan Agreements will not be
cross-collateralized or subject to
cross-default provisions. See "THE TRUSTS,
PASS-THROUGH TRUSTS AND COLLATERAL TRUSTS."

The maturity date of the Mortgage Notes
acquired by each Trust will correspond to the
final scheduled Remittance Date applicable to
the Certificates evidencing interests in such
Trust. Each Trust will acquire Mortgage Notes
having an interest rate higher than the
interest rate on the Certificates evidencing
interests in such Trust. The aggregate
principal amount of the Certificates evidencing
interests in each Trust will be equal to the
aggregate principal amount of the Mortgage
Notes held in such Trust, plus the costs of
issuance of the Certificates. The difference
between the interest rates on the Mortgage
Notes and the Certificates over the term of the
Mortgage Notes, when added to the payment of
the principal of the Mortgage Notes, will be
scheduled to result in an amount equal to the
full principal amount of the Certificates being
distributed to the Certificateholders. If the
Mortgage Notes are prepaid in full or if they
are sold pursuant to the related Note Put
Agreement, the

4
<PAGE> 6
Make-Whole Premium or Termination Premium
required to be paid in connection with such
prepayment or sale will, if paid, result in an
amount equal to the full principal amount of
the Certificates being distributed to the
Certificateholders. However, if prepayment of
the Mortgage Notes is required as the result of
a permissible Lease termination by the related
Tenant, there may be insufficient funds
available to pay such full principal amount,
including the Make-Whole Premium.

The Trust Property held by either the Trust or
the Collateral Trust will generally also
include, with respect to each Facility, the
following Collateral for the related Mortgage
Note(s): (i) a Mortgage on such Facility; (ii)
all of the Depositor's rights under the Loan
Agreement pursuant to which the related
Mortgage Note(s) were issued; (iii) an
assignment of the related Lease, Lease Payments
and, if the related Tenant is a Subsidiary,
Lease Guaranty; (iv) a pledge of certain moneys
held in certain funds established pursuant to
the Trust Agreement, or Collateral Trust
Agreement if applicable, (v) a Note Put
Agreement requiring the Tenant and Kmart (if
the Tenant is a Subsidiary) to purchase the
related Mortgage Note(s) upon the occurrence of
a Triggering Event; (vi) an assignment of the
Borrower's right, title and interest in and to
any Construction Fund Disbursement Agreement
and any Construction Fund Disbursement
Agreement-Common Area related to such Facility;
(vii) a pledge of certain investments of fund
balances held in the Trust or the Collateral
Trust, if applicable, and income earned
thereon; and (viii) any other Loan Documents.
See "STRUCTURE OF THE FINANCINGS" and "THE
TRUSTS, PASS-THROUGH TRUSTS AND COLLATERAL
TRUSTS."

MORTGAGE NOTES Each Mortgage Note will evidence the
non-recourse obligation of a Borrower under a
Loan Agreement between such Borrower and the
Depositor pursuant to which the Depositor will
loan a portion of the proceeds of the offering
of the related Series of Certificates to such
Borrower to finance the acquisition or the
acquisition and construction of, or to provide
permanent financing for, a Facility which will
be leased to a Tenant. Scheduled Payments on
the Mortgage Notes will be passed through to
the Certificateholders of each Trust on the
dates set forth in the related Prospectus
Supplement until the final scheduled Remittance
Date for such Trust. The Mortgage Notes will be
subject to prepayment prior to maturity as
described herein. Although the Mortgage Note(s)
will not be a direct obligation of, or
guaranteed by, Kmart or a Subsidiary, Lease
Payments payable by the Tenant of the related
Facility (the payment of which will be
guaranteed by Kmart if a Subsidiary is the
Tenant), together with any payments to be made
from funds on deposit in any related
Capitalized Debt Service Account, will be
scheduled to be sufficient to pay the Scheduled
Payments on the Mortgage Notes which, in turn,
will be scheduled to be sufficient to pay Debt
Service on the Certificates. See "THE MORTGAGE
NOTES, THE LOAN AGREEMENTS AND RELATED
DOCUMENTS."

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<PAGE> 7

NOTE PUT AGREEMENT Kmart, a Subsidiary (if it is the Tenant) and
the Depositor will enter into a Note Put
Agreement with respect to each Mortgage Loan.
Each Note Put Agreement will provide that, in
the event (a)(i) a Tenant fails to pay when due
any Lease Payment within 10 days (or 30 days if
the Tenant is Kmart) after notice to the Tenant
of such default and (ii) if the Tenant is a
Subsidiary, Kmart fails to pay any such Lease
Payment within 30 days after notice to Kmart of
such Subsidiary's failure to do so (which
notice may be given concurrently with the
corresponding notice to such Subsidiary), (b)
completion of construction of the Facility to
be leased to the Tenant does not occur prior to
the Completion Date, or (c) if the Tenant is a
Subsidiary, a Lease Guaranty Termination occurs
(each, a Triggering Event), the Trustee, or the
Collateral Trustee if applicable, will have the
right to require the Tenant, and in the event
of the Tenant's failure to do so when the
Tenant is a Subsidiary, to require Kmart to
purchase the related Mortgage Note(s) in whole
(but not in part) at the Purchase Price (which
Purchase Price will include the Make-Whole
Premium or, under certain circumstances, the
Termination Premium). In the event the Trustee,
or the Collateral Trustee if applicable,
exercises such right, the Purchase Price will
be deposited with the Trustee, or initially
with the Collateral Trustee if applicable, and
on the next Business Day with the Pass-Through
Trustee, and such amount, less any costs and
expenses incurred by the Trustee, the Pass-
Through Trustee or the Collateral Trustee in
connection with the exercise of their rights
under the Note Put Agreement, will be
distributed to the related Certificateholders.
If the Trust holds no other Mortgage Notes,
such distribution will be the final
distribution with respect to that Series of
Certificates. If the Trust holds other Mortgage
Notes, subsequent Debt Service on the
Certificates will be adjusted as provided in
the Trust Agreement. All of the Depositor's
right, title and interest in and to the Note
Put Agreement will be assigned to the Trustee,
or to the Collateral Trustee if applicable. See
"THE NOTE PUT AGREEMENTS."

LEASE Each Facility will be leased to a Tenant by the
related Borrower. The term of each Lease,
excluding renewal or extension terms, will
expire on or after maturity of the related
Mortgage Loan unless earlier terminated due to
certain bankruptcy, casualty loss or
condemnation events. Lease Payments will be
scheduled to be in amounts sufficient to pay
the Scheduled Payments on the related Mortgage
Notes, and such Scheduled Payments will be
scheduled to be in amounts sufficient to pay
Debt Service on the related Certificates. The
Lease Payments will be made by the related
Tenant directly to the Trustee or, if Mortgage
Notes of different maturities are issued by the
related Borrower, to the Collateral Trustee.
The obligation of the Tenant to make Lease
Payments will commence on the date the related
Mortgage Loan is made, if no construction of
the Facility is required, or, if construction
of the Facility is required, on the date
specified in the Lease regardless of whether
construction has been completed. All of the
Borrower's right, title and interest in and to
the Lease will be assigned to the Trustee, or
the Collateral Trustee if applicable. See "THE

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<PAGE> 8
LEASES, LEASE GUARANTIES AND RELATED DOCUMENTS"
and "THE MORTGAGE NOTES, THE LOAN AGREEMENTS
AND RELATED DOCUMENTS -- The Assignments of
Leases and Rents."
LEASE GUARANTY Kmart will enter into a Lease Guaranty with
respect to each Facility leased by a Borrower
to a Subsidiary. Pursuant to such Lease
Guaranty, Kmart will guarantee to the Borrower
the full and punctual payment, performance and
observance by the related Subsidiary of all of
the terms, conditions, covenants and
obligations to be performed and observed by the
Subsidiary under the related Lease. Except for
Kmart's or the Subsidiary's right to terminate
the Lease Guaranty in certain specific
circumstances stated in the Lease Guaranty, the
liability of Kmart under the Lease Guaranty
will be irrevocable so long as the Lease is not
terminated as permitted in the Lease. All of
the Borrower's right, title and interest in and
to the Lease Guaranty will be assigned to the
Trustee, or the Collateral Trustee if
applicable. See "THE LEASES, THE LEASE
GUARANTIES AND RELATED DOCUMENTS -- The Lease
Guaranty Agreements" and "THE MORTGAGE NOTES,
THE LOAN AGREEMENTS AND RELATED DOCUMENTS --
The Assignments of Leases and Rents."
FEDERAL INCOME TAX
CONSEQUENCES A Trust should be classified as a grantor trust
and not as an association taxable as a
corporation for federal income tax purposes.
Each Beneficial Owner will be treated as the
owner of a fractional undivided interest in the
Trust Property and, as such, will be required
to report a pro rata share of the income of
such Trust on its federal income tax return in
accordance with such Beneficial Owner's method
of accounting. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES."
ERISA CONSIDERATIONS A fiduciary of any employee benefit plan
subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or
the Internal Revenue Code of 1986, as amended
(the "Code"), should review carefully with its
legal counsel whether the purchase or holding
of the Certificates could give rise to a
transaction prohibited or otherwise not
permissible under ERISA or the Code. See "ERISA
CONSIDERATIONS."
LEGAL INVESTMENT Institutions whose investment authority is
subject to review by federal or state
regulatory authorities should consult with
their counsel or the applicable authorities to
determine whether and to what extent the
Certificates constitute legal investments for
them. The Certificates will not constitute
"mortgage related securities" for purposes of
the Secondary Mortgage Market Enhancement Act
of 1984, as amended. See "LEGAL INVESTMENT
CONSIDERATIONS."

USE OF PROCEEDS The proceeds from the sale of each Series of
Certificates, net of certain issuance costs
will be used by the Depositor to make Mortgage
Loans to Borrowers to finance the acquisition
or acquisition and construction of, or to
provide permanent financing for,

7
<PAGE> 9
Facilities. In the case of Mortgage Loans made
to finance the construction of Facilities, a
portion of the Mortgage Loan proceeds will be
deposited in a Capitalized Debt Service Account
maintained in a Trust or Collateral Trust, if
applicable. See "USE OF PROCEEDS."
RATING Unless otherwise specified in the related
Prospectus Supplement, each Series of
Certificates offered by means of this
Prospectus and the related Prospectus
Supplement will have an Investment Grade Rating
from the rating agency or rating agencies
identified in such Prospectus Supplement. See
"SPECIAL CONSIDERATIONS -- Limited Nature of
Credit Ratings."

8
<PAGE> 10

SPECIAL CONSIDERATIONS

Investors should consider, among other things, the following factors in
connection with the purchase of Certificates.

NON-RECOURSE OBLIGATIONS OF SPECIAL PURPOSE BORROWER; RELIANCE ON LEASE PAYMENTS

Each Borrower will be a special purpose entity without assets other than
the related Facility and its interest as landlord under the related Lease, and
the related Mortgage Note(s) will be non-recourse obligation(s) of such
Borrower. Accordingly, the only source of payments under, or with respect to,
any Mortgage Note will be the related Lease Payments (which will be guaranteed
by Kmart if the Tenant is a Subsidiary), the proceeds of any foreclosure of the
related Facility, the right, under certain circumstances, to sell such Mortgage
Note to the related Tenant or to Kmart (if the Tenant is a Subsidiary) pursuant
to the related Note Put Agreement, and, under certain other circumstances,
Insurance Proceeds or Condemnation Proceeds payable in respect of such Facility.
Although the Lease Payments under each Lease, together with amounts in the
related Capitalized Debt Service Account, if any, will be scheduled to be in
amounts sufficient to pay the Scheduled Payments under the related Mortgage
Note(s), there can be no assurance, in the event of a default under such Lease
and the related Lease Guaranty and Note Put Agreement, or a termination of such
Lease in connection with a casualty, condemnation or Borrower bankruptcy, that
the value of the related Facility, and, if applicable, the amount of Insurance
Proceeds or Condemnation Proceeds, will be sufficient to permit the payment in
full of all amounts due under the Mortgage Note(s).

OPTION OF TENANT TO TERMINATE LEASE UNDER CERTAIN CIRCUMSTANCES

Each Lease will provide that in the event that all of the related Facility
is permanently expropriated, the Lease will automatically terminate. If (i) the
points of ingress and egress to the public roadways are materially impaired by a
permanent expropriation by a public or quasi-public authority (with no
reasonable replacement points of ingress and egress provided) so as to render
such Facility unsuitable for its intended use, (ii) less than the whole, but
more than 10% or such other higher percentage specified in the Prospectus
Supplement, of the square footage of the building or land constituting the
Facility is permanently expropriated by public or quasi-public authority, or
(iii) damage or destruction to the Facility takes place within two years prior
to the expiration date of the initial term of the Lease and the cost of
restoration exceeds 50% of the fair market value of the Facility immediately
prior to the time such damage or destruction took place, the Tenant will have
the right to terminate the Lease. If the Lease automatically terminates or the
Tenant exercises its right to terminate the Lease, the Tenant will have no
further obligation to make Lease Payments, the related Lease Guaranty (if the
Tenant is a Subsidiary) will be terminated, and the related Mortgage Note(s)
will automatically become due and payable, together with accrued but unpaid
interest and the Make-Whole Premium. Such termination of the Lease and Lease
Guaranty (if the Tenant is a Subsidiary) and the acceleration of the maturity of
the related Mortgage Note(s) will not give the Trustee or Collateral Trustee, if
applicable, the right to sell such Mortgage Note(s) under the related Note Put
Agreement. Accordingly, the only source from which to pay the amounts due under
such Mortgage Note(s) will be any Condemnation Proceeds or Insurance Proceeds
and the proceeds of foreclosure or other sale. There can be no assurance that
such proceeds will be sufficient to pay all amounts then due under the Mortgage
Note(s), although, in the case of a termination resulting from damage or
destruction during the last two years of the term of the Lease, the resulting
Insurance Proceeds may, in light of the fact that each Mortgage Note fully
amortizes during its term, be sufficient to pay all amounts due under such
Mortgage Note, except in the case of extraordinary devaluation of the Facility
during the term of such Mortgage Note.

BANKRUPTCY

In the event that a bankruptcy petition should be filed by or against a
Borrower under the Bankruptcy Code, the rights of Certificateholders may be
adversely affected as a result of the Borrower's exercise of certain rights and
remedies available to a debtor-in-possession under the Bankruptcy Code. If a
Borrower is in bankruptcy and rejects the related Lease, the related Consent and
Agreement will require the related Tenant to elect under Section 365(h) of the
Bankruptcy Code to remain in possession of the Facility, and to continue

9
<PAGE> 11
making Lease Payments, for the remaining term of the Lease. However, if
notwithstanding such election, the Tenant is deprived of possession of the
Facility as a result of the Lease having been rejected by such Borrower in the
bankruptcy proceeding, such Tenant and Kmart (if the Tenant is a Subsidiary)
will have no further obligation to make Lease Payments or any further
obligations under such Lease, the related Lease Guaranty or the related Note Put
Agreement.

In the event that a Tenant should become the subject of a bankruptcy
proceeding, such Tenant as a debtor-in-possession, or its bankruptcy trustee,
may reject the related Lease, thereby leaving the Borrower with an unsecured
claim for damages limited to an amount equal to the rent reserved under such
Lease, without acceleration, for the greater of one year or 15 percent (not to
exceed three years) of the remaining term of such Lease (plus rent already due
but unpaid). Alternatively, such Lease may be recharacterized by the bankruptcy
court as a secured loan to such Tenant, thereby subjecting the Borrower (and,
indirectly, the Trustee or Collateral Trustee) to certain risks associated with
being a secured creditor of such Tenant. In the event of bankruptcy proceedings
instituted by or against a Subsidiary which is a Tenant, Kmart would continue to
be obligated under the related Lease Guaranty for the payment of the
Subsidiary's obligations under the Lease, and Kmart would remain obligated under
the Note Put Agreement to purchase the related Mortgage Note(s) upon the
occurrence of a Triggering Event. See "CONSEQUENCES OF BANKRUPTCY OF A TENANT OR
A BORROWER."

LIMITED LIQUIDITY

There can be no assurance that a secondary market for the Certificates of
any Series will develop or, if it does develop, that it will provide
Certificateholders with liquidity of their investment or will continue for the
life of the Certificates. In addition, the market value of Certificates of each
Series will fluctuate with changes in prevailing interest rates. Consequently,
sale of the Certificates in any secondary market which may develop may be at a
discount from par value or from their purchase price. Certificateholders have no
optional redemption rights.

LIMITED NATURE OF CREDIT RATINGS

Any rating assigned to the Certificates by a rating agency will reflect
only such rating agency's assessment of the likelihood that timely distributions
will be made with respect to such Certificates. Such rating will not constitute
an assessment of the risk that the Leases will be terminated, or of the
likelihood that principal prepayments on the Mortgage Notes comprising part of
the Trust Property will be made by Borrowers, or address the effect of any
Make-Whole Premium or Termination Premium on the anticipated yield for any
Series. As a result, such rating will not address the possibility that a
prepayment of a Mortgage Loan may cause such investor to experience a lower than
anticipated yield.

10
<PAGE> 12

KMART

BACKGROUND

Kmart Corporation ("Kmart" or "Company") is one of the world's largest mass
merchandise retailers. The dominant portion of Kmart's business consists of the
Kmart Group which as of January 26, 1994 operated a chain of 2,323 Kmart
discount stores with locations in each of the 50 United States and Puerto Rico.
The Kmart Group's international operations consisted primarily of 127 Kmart
stores in Canada and 13 department stores located in the Czech Republic and
Slovakia as of January 26, 1994. The Central European stores were acquired in
mid-1992 and represent Kmart's entry into that market. Kmart is developing
advanced distribution methods and merchandising skills to modernize, refurbish
and streamline operations in the two Central European countries. As part of its
international expansion strategy, the Kmart Group has formed joint ventures in
Mexico and Singapore and expects to open stores in those countries in 1994.
Kmart also holds significant equity interest in Coles Myer Ltd., Australia's
largest retailer, and substantially all of the Meldisco subsidiaries of Melville
Corporation, which operate the footwear departments in domestic Kmart stores.
The Kmart Group also includes the operations of PayLess Drug Stores Northwest,
Inc., which was sold in the first quarter of 1994, and PACE Membership
Warehouse, Inc., substantially all of the assets of which were sold in January
1994, each of which has been presented as a discontinued operation in the
Company's consolidated financial statements.

Kmart's Specialty Retail Groups consist of the Borders-Walden Group, the
Builders Square Group, the OfficeMax Group and The Sports Authority Group. The
Borders-Walden Group is a leading book retailer in the United States, and is
comprised of the Company's Borders, Inc. ("Borders") and Walden Book Company,
Inc. ("Walden") subsidiaries. As of January 23, 1994, Borders operated 44 large
format superstores in 22 states and the District of Columbia, each of which is
designed to be the premier book retailer in its market, and Walden, which is the
largest operator of mall-based bookstores in the United States, operated 1,159
book stores in 50 states and the District of Columbia. Although Borders and
Walden will continue to operate independently, Borders and Walden recently have
been combined under common executive leadership in order to realize synergies in
certain areas, including in the development of inventory control systems and in
merchandise distribution. The Builders Square Group, comprised of the Company's
Builders Square, Inc. subsidiary operated 177 home improvement stores in 26
states and Puerto Rico at January 23, 1994, of which 130 were Builders Square I
Stores and 47 were Builders Square II Stores. The business strategy of Builders
Square is to phase out its self-service warehouse-style home improvement stores
and operate large format superstores that emphasize customer service and provide
an extensive selection of quality products and services to repair, remodel,
redecorate and maintain both home and garden. The OfficeMax Group is one of the
largest operators of high-volume, deep discount office products superstores in
the United States, and is comprised of the Company's OfficeMax, Inc. subsidiary.
It operated 328 superstores in 38 states as of January 22, 1994. The Sports
Authority Group is the largest operator of large format sporting goods stores in
the United States in terms of both sales and number of stores and is also the
largest full-line sporting goods retailer in the United States in terms of
sales. It is comprised of the Company's The Sports Authority, Inc. subsidiary
which operated 80 sporting goods megastores at January 23, 1994.

Kmart was incorporated under the laws of the State of Michigan on March 9,
1916. The principal executive offices of Kmart are located at 3100 West Big
Beaver Road, Troy, Michigan 48084, and its telephone number is (810) 643-1000.

FINANCIAL INFORMATION

On January 5, 1994, the Board of Directors approved a restructuring plan
involving the Kmart Group (including Kmart Canada), the Builders Square Group
and the Borders-Walden Group. As a result, in the fourth quarter of 1993, Kmart
recorded a charge (Store Restructuring and Other Charges) to earnings of $1,348
million before taxes. Net of taxes, the charge was $862 million. The provision
included anticipated costs associated with Kmart stores which will be closed and
relocated, enlarged or refurbished in the United States and Canada, the closing
and relocation of certain Builders Square stores and the closing of
underperforming Walden stores. These costs, which represent approximately 85% of
the total, include lease

11
<PAGE> 13

obligations for store closings as well as fixed asset writedowns, primarily
furniture and fixtures, and inventory dispositions for all affected stores. The
remainder of the charge is for costs related to certain changes to Walden's
accounting policies in connection with its combination with Borders,
re-engineering programs (principally severance) and non-routine legal
contingency accrual.

In January 1994, PACE Membership Warehouse, Inc. ("PACE") sold the assets
and lease obligations of 93 of its warehouses and virtually all of the inventory
and membership files in the 34 warehouses not included in the transaction to
Sam's Club, a division of Wal-Mart, Stores, Inc. for $774 million. The book
value of the assets sold to Wal-Mart was $624 million. Operations of the 34
remaining PACE sites not included in the transaction were discontinued and PACE
is in the process of evaluating and marketing these leased sites as well as
leased premises for unopened warehouses and corporate facilities. Included in
the loss on the disposition of PACE was unamortized goodwill of $395 million,
expected remaining lease obligations in the warehouses not sold, other PACE
liabilities and a provision for additional costs anticipated during the wind-
down of PACE operations. The Company has accounted for PACE as a discontinued
operation in its financial statements.

In addition, Kmart sold its PayLess Drug Stores Northwest, Inc. ("PayLess")
subsidiary to Thrifty PayLess Holdings, Inc. ("TPH") and its subsidiary Thrifty
PayLess, Inc. for approximately $595 million in cash, $100 million in senior
notes of TPH and approximately 46% of the common equity of TPH. The book value
of PayLess' net assets sold was $1,186 million at January 26, 1994. The
structure of the sale was designed to maximize value received for PayLess. It is
Kmart's intention to divest substantially all of its interest in TPH within one
year. Management expects the disposition to be achieved either through a private
offering or other alternative means. Accordingly, Kmart has reported PayLess as
a discontinued operation in its financial statements and has recorded its
investment in TPH at anticipated net realizable value.

Kmart has called for early redemption $300 million of its 8 3/8% debentures
due January 15, 2017, using the proceeds of the sale of PayLess to redeem the
issue. The resulting redemption premium and associated cost of $18 million, net
of applicable income taxes, was recorded in 1993 as part of the loss on disposal
of the discontinued operations. The $300 million principal amount has been
included in the current portion of long-term debt. Kmart believes the effect of
recognizing the charge in 1993 rather than in the first quarter of 1994 would
not have a material effect on the results of operations for its 1993 or 1994
fiscal years.

Net income (loss) from continuing retail operations in 1993 was $(328)
million, as compared to $882 million and $789 million in 1992 and 1991,
respectively. Excluding the net of tax $862 million store restructuring and
other charges, 1993 net income from continuing retail operations was $534
million. The decrease in net income from continuing retail operations in 1993,
exclusive of the store restructuring and other charges, resulted primarily from
the inventory reduction program and gross margin pressure in U.S. Kmart stores.

Net income (loss) from discontinued operations in 1993 was $(81) million,
as compared to $59 million and $70 million in 1992 and 1991, respectively.
Discontinued operations include the results of PayLess and PACE, which have been
reclassified to reflect their respective dispositions announced in the fourth
quarter of 1993. The $81 million after-tax loss from the operation of
discontinued businesses in 1993 was the result of a significant net operating
loss at PACE which more than offset net income from PayLess. Additionally, in
1993, an after-tax loss of $521 million was realized from the disposal of
discontinued businesses.

Sales in 1993 were $34.16 billion, an increase of 10.1% from the $31.03
billion in the preceding year, as restated to exclude the PACE and PayLess
businesses.

Net income from continuing retail operations for the 13 weeks ended April
27, 1994 declined to $18 million from $58 million for the 13 weeks ended April
28, 1993 as restated to exclude the discontinued PACE and PayLess businesses and
before an extraordinary item and accounting changes. First-quarter sales reached
$7.81 billion, an increase of 6.2% from $7.35 billion for the same period of
1993.

As of April 25, 1994, Moody's, S&P and Duff & Phelps Credit Rating Co.
("D&P") assigned the ratings of "A3," "BBB+" and "A," respectively, to the
senior unsecured debt of Kmart. D&P has informed Kmart that it has placed Kmart
on its "credit watch" list. There can be no assurance that the ratings set forth
above may not be changed by the respective rating agency at any time.

12
<PAGE> 14

KMART CORPORATION
SELECTED FINANCIAL INFORMATION
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
13 WEEKS ENDED
----------------------
APRIL 27, APRIL 28,
1989(1) 1990 1991 1992 1993(2) 1994 1993
------- ------- ------- ------- ------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Summary of Operations
Sales...................... $27,670 $28,133 $29,042 $31,031 $34,156 $ 7,810 $ 7,352
Cost of merchandise sold... 20,310 20,614 21,243 22,800 25,646 5,840 5,466
Selling, general and
administrative
expenses................ 6,277 6,435 6,603 6,875 7,636 1,886 1,744
Interest expense -- net.... 353 384 384 414 477 124 122
Income (loss) from
continuing retail
operations before income
taxes................... 444 1,070 1,189 1,327 (550) 28 83
Net income (loss) from
continuing retail
operations.............. 282 712 789 882 (328) 18 58
Ratio of earnings from
continuing retail
operations to fixed
charges................. 1.8 2.9 3.0 3.0 (3) (4) (4)
Balance Sheet (at end of
period):
Working capital............ $ 3,685 $ 3,519 $ 4,682 $ 5,014 $ 4,123 $ 4,042 $ 4,593
Merchandise inventories.... 6,933 6,891 7,546 8,752 7,252 7,815 9,747
Total assets............... 13,145 13,899 15,999 18,931 17,504 17,963 20,090
Long-term debt............. 1,480 1,701 2,287 3,237 2,227 2,224 3,041
Capital leases............. 1,549 1,598 1,638 1,698 1,720 1,764 1,762
Shareholders' equity....... 4,972 5,384 6,891 7,536 6,093 6,010 7,464
</TABLE>

- -------------------------
(1) Results of operations for 1989 include a pre-tax provision of $640 million
($422 million net of tax) for store restructuring and other charges.

(2) Results of operations for 1993 include a pre-tax provision of $1,348 million
($862 million net of tax) for store restructuring and other charges.

(3) Fixed charges represent total interest charges, a portion of operating
rentals representative of the interest factor and amortization of debt
discount and expense. The deficiency of income from continuing retail
operations versus fixed charges was $581 million for the fiscal year ended
January 26, 1994.

(4) Due to the seasonality of Kmart's business, the ratio of earnings from
continuing retail operations to fixed charges for the interim period
computed as described in (3) above using 52 weeks ended April 28, 1993 was
2.8. The deficiency of income from continuing retail operations versus
fixed charges was $663 million for the 52 weeks ended April 27, 1994.

THE DEPOSITOR

National Tenant Finance Corporation is a Delaware corporation formed on
, 1994. The Depositor is a limited purpose financing corporation
formed solely for the purpose of facilitating the origination and sale of
Mortgage Loans. The Depositor's certificate of incorporation limits its business
to the foregoing and places certain other restrictions on its activities.

The mailing address of the Depositor's principal executive offices is
Phoenix, Arizona , and its telephone number is (602)
.

USE OF PROCEEDS

The proceeds from the sale of each Series of Certificates (net of expenses
incurred in connection with the issuance of such Series) will be used by the
Depositor to make Mortgage Loans to Borrowers for permanent financing of, or for
the acquisition or acquisition and construction of, Facilities.

13
<PAGE> 15

DIAGRAM OF TRANSACTION STRUCTURE
INVOLVING A MORTGAGE NOTE WITH ONE MATURITY

14
<PAGE> 16
FOOTNOTES TO DIAGRAM WITH SINGLE MATURITY:

(1) On the Closing Date, the Certificates will be issued to the
Certificateholders by the Trust in exchange for the proceeds thereof.

(2) On the Closing Date, the Trust will provide funds to the Depositor to make
a Mortgage Loan to a Borrower.

(3) On the Closing Date, the Depositor will enter into a Loan Agreement with a
Borrower pursuant to which such Borrower will deliver to the Depositor a
Mortgage Note equal to the amount of the Mortgage Loan, a Mortgage on the
Facility to be leased to the Tenant, and an assignment of the Lease and
Lease Guaranty, if applicable.

(4) On the Closing Date, if construction of the Facility is complete, the net
proceeds of the Mortgage Loan will be disbursed to the Borrower. If the
Facility will be constructed with such proceeds, then such proceeds (net of
land costs and the amount placed in the Capitalized Debt Service Account)
will be disbursed to the Escrow Agent pursuant to a Construction Fund
Disbursement Agreement among the Borrower, the Depositor, the Tenant, Kmart
(if the Tenant is a Subsidiary), the Escrow Agent, and, if applicable, the
Construction Monitor.

(5) On the Closing Date, the Borrower will enter into a Lease with the Tenant
pursuant to which the Tenant will lease the Facility for use as a retail
store.

(6) On the Closing Date, if the Tenant is a Subsidiary, the Borrower will enter
into a Lease Guaranty with Kmart pursuant to which Kmart will guaranty the
payment and performance of the Subsidiary's obligations under the Lease.

(7) On the Closing Date, the Depositor, the Tenant and Kmart (if the Tenant is
a Subsidiary) will enter into a Note Put Agreement pursuant to which the
Depositor, upon the occurrence of a Triggering Event, will be entitled to
require the Tenant and, if the Tenant is a Subsidiary and fails to perform,
to require Kmart to purchase the related Mortgage Note(s) at the Purchase
Price.

(8) On the Closing Date, if the Tenant is a Subsidiary, the Depositor and Kmart
will enter into an Indemnity Agreement pursuant to which Kmart will
indemnify the Depositor in the event any Lease Payments under the Lease or
Lease Guaranty are asserted to be voidable in any bankruptcy proceeding
filed by or against the Subsidiary.

(9) On the Closing Date, the Depositor will assign to the Trust for the benefit
of the Certificateholders the Depositor's interest in the Mortgage Note and
the related Loan Documents including the Loan Agreement, the Mortgage, the
Lease, the Lease Guaranty, if applicable, the Note Put Agreement, the
Construction Fund Disbursement Agreement, if applicable, and the Indemnity
Agreement, if applicable.

(10) On the Closing Date, if the Facility will be constructed with the proceeds
of a Mortgage Loan, the Borrower will grant the Tenant a second mortgage on
the Facility to secure the Borrower's obligation to construct the Facility
and also will grant the Tenant an option to purchase the Facility in the
event Borrower does not complete such construction on or before the
Completion Date. If the Tenant is a Subsidiary, it will assign its rights
under the second mortgage and the option to purchase to Kmart to secure the
performance by the Subsidiary of its reimbursement obligations to Kmart
with respect to payments made by Kmart under the Lease Guaranty and the
Note Put Agreement.

(11) As construction of the Facility continues, the Borrower will receive
drawdowns from the Escrow Agent pursuant to the Construction Fund
Disbursement Agreement. Each drawdown will require the approval of the
Tenant.

(12) The Tenant will make Lease Payments directly to the Trust.

(13) On each Due Date, the Trustee will use such Lease Payments to pay Scheduled
Payments on the Mortgage Note and, on each Remittance Date, will use such
Scheduled Payments on the Mortgage Note to pay Debt Service on the
Certificates. As long as no Event of Default exists under any of the
related Loan Documents (other than a non-monetary default by the Tenant
under the Lease), on every Due Date, Lease Payments received by the Trustee
in excess of amounts needed to pay Scheduled Payments on the Mortgage Note
and certain other expenses will be remitted to the Borrower.

See "STRUCTURE OF THE FINANCINGS" herein for a more detailed description of
the transaction set forth in the foregoing diagram.

15
<PAGE> 17

DIAGRAM OF TRANSACTION STRUCTURE
INVOLVING MORTGAGE NOTES WITH TWO MATURITIES

16
<PAGE> 18

FOOTNOTES TO DIAGRAM WITH TWO MATURITIES:

(1) On the Closing Date, the Certificates Series A will be issued to the
Certificateholders Series A by the Pass-Through Trust Series A in exchange
for the proceeds thereof, and the Certificates Series B will be issued to
the Certificateholders Series B by the Pass-Through Trust Series B in
exchange for the proceeds thereof. The Certificates Series A and the
Certificates Series B will have different maturities.

(2) On the Closing Date, the Pass-Through Trust Series A and the Pass-Through
Trust Series B will provide funds to the Depositor to make a Mortgage Loan
to a Borrower.

(3) On the Closing Date, the Depositor will enter into a Loan Agreement with
the Borrower pursuant to which the Borrower will deliver to the Depositor
the Mortgage Note Series A and the Mortgage Note Series B, the aggregate
principal amount of which will equal the principal amount of the Mortgage
Loan, a Mortgage on the Facility to be leased to the Tenant, and an
assignment of the Lease and Lease Guaranty, if applicable.

(5) On the Closing Date, the Borrower will enter into a Lease with the Tenant
pursuant to which the Tenant will lease the Facility for use as a retail
store.

(9) On the Closing Date, the Depositor will assign to the Pass-Through Trust
Series A for the benefit of Certificateholders Series A the Mortgage Note
Series A and will assign to the Pass-Through Trust Series B for the benefit
of Certificateholders Series B the Mortgage Note Series B. The Mortgage
Note Series A and the Mortgage Note Series B will have different maturities
that correspond, respectively, to the maturities of the Certificates Series
A and of the Certificates Series B.

(10) On the Closing Date, the Depositor will assign to the Collateral Trustee
for the benefit of the Pass-Through Trust Series A and the Pass-Through
Trust Series B the Depositor's interest in the Loan Documents including the
Loan Agreement, the Mortgage, the Lease, the Lease Guaranty, if applicable,
the Note Put Agreement, the Construction Fund Disbursement Agreement, if
applicable, and the Indemnity Agreement, if applicable.

(11) On the Closing Date, if the Facility will be constructed with the proceeds
of a Mortgage Loan, the Borrower will grant the Tenant a second mortgage on
the Facility to secure the Borrower's obligation to construct the Facility
and also will grant the Tenant an option to purchase the Facility in the
event Borrower does not complete such construction on or before the
Completion Date. If the Tenant is a Subsidiary, it will assign its rights
under the second mortgage and the option to purchase to Kmart to secure the
performance by the Subsidiary of its reimbursement obligations to Kmart
with respect to payments made by Kmart pursuant to the Lease Guaranty and
the Note Put Agreement.

(12) As construction of the Facility continues, the Borrower will receive
drawdowns from the Escrow Agent pursuant to the Construction Fund
Disbursement Agreement. Each drawdown will require the approval of the
Tenant.

(13) The Tenant will make Lease Payments directly to the Collateral Trust.

(14) On each Due Date, the Collateral Trustee will use such Lease Payments to
pay to the Pass-Through Trust Series A Scheduled Payments due on the
Mortgage Note Series A and to the Pass-Through Trust Series B Scheduled
Payments due on the Mortgage Note Series B. As long as no Event of Default
exists under any of the related Loan Documents (other than a non-monetary
default by the Tenant under the Lease), on every Due Date, Lease Payments
received by the Collateral Trustee in excess of amounts needed to pay
Scheduled Payments on the Mortgage Note Series A and on the Mortgage Note
Series B and certain other expenses will be remitted to the Borrower.

(15) On each Remittance Date, the Pass-Through Trustee Series A will use such
Scheduled Payments on the Mortgage Note Series A to pay Debt Service on the
Certificates Series A, and the Pass-Through Trustee Series B will use such
Scheduled Payments on the Mortgage Note Series B to pay Debt Service on the
Certificates Series B.

NOTE: If the proceeds of the sale of Certificates are used to finance more than
one Facility, then each Facility will be owned and, if applicable, constructed
by a different Borrower, each Loan Agreement, the Mortgage Notes issued
thereunder and related Loan Documents will relate to only one Facility, the
Facilities may be leased by the same Tenant or by different Tenants and the
foregoing structure will apply to each Mortgage Loan except that only a portion
of the proceeds of the sale of Certificates will be used to finance such
Mortgage Loan. If a Mortgage Loan is evidenced by Mortgage Notes of more than
two maturities, there will be a different Pass-Through Trust and a different
series of Certificates for each maturity. In all other respects, the foregoing
structure will apply.

See "STRUCTURE OF THE FINANCINGS" herein for a more detailed description of
the transaction set forth in the foregoing diagram.

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STRUCTURE OF THE FINANCINGS

Concurrently with the issuance of each Series of Certificates, the
Depositor will make a Mortgage Loan to a Borrower or multiple Mortgage Loans,
each to a different Borrower, with the net proceeds from the sale of the
Certificates to be used as permanent financing for, or for the financing of the
acquisition or the acquisition and construction of, one or more Facilities. Each
Facility will be owned or owned and constructed by a different Borrower
(provided that in certain cases the Borrower may have a ground leasehold
interest in, and not fee simple title to, the Demised Premises) and will be a
retail facility to be leased to a Tenant pursuant to a Lease between such
Borrower and such Tenant. Lease Payments will be guaranteed by Kmart pursuant to
a Lease Guaranty (if the Tenant is a Subsidiary). Lease Payments will be made by
the Tenant directly to the Trustee or to the Collateral Trustee, if applicable,
and will be scheduled to be sufficient to pay Scheduled Payments on the related
Mortgage Note(s) for the period from and after the commencement of such Lease
Payments. If the Facility is constructed when the Mortgage Loan is made, Lease
Payments will commence immediately. If the Facility is to be constructed with
the proceeds of the Mortgage Loan, Lease Payments will commence on a date
specified in the Lease even if construction of the Facility is not complete.
With respect to each Mortgage Loan when Lease Payments do not commence
immediately, a portion of such Mortgage Loan will be deposited in a related
Capitalized Debt Service Account, and such amount will be sufficient to pay
Scheduled Payments that become due or accrue prior to the commencement of Lease
Payments. In connection with each Mortgage Loan, the related Borrower will
execute and deliver, or cause to be executed and delivered, to the Depositor (i)
a Mortgage Note or Mortgage Notes and Mortgage (ii) an assignment of the Lease,
Lease Payments and, if the Tenant is a Subsidiary, the Lease Guaranty and (iii)
other Loan Documents.

With respect to each Mortgage Loan, the related Tenant and Kmart (if the
Tenant is a Subsidiary) will enter into a Note Put Agreement with the Depositor
giving the Depositor the right to require such Tenant and Kmart, if applicable,
to purchase the related Mortgage Note(s) at the Purchase Price upon the
occurrence of (i) a default in the payment of Lease Payments by such Tenant
after 10 days notice (or 30 days notice if the Tenant is Kmart) of such default
and, if the Tenant is a Subsidiary, by Kmart after 30 days notice of such
default (which notice may be given concurrently with the corresponding notice to
such Subsidiary), (ii) a failure to complete construction of the related
Facility by the Completion Date or (iii) if the Tenant is a Subsidiary, the
occurrence of a Lease Guaranty Termination of the related Lease Guaranty (each,
a Triggering Event).

In consideration for the proceeds of the sale of the Certificates, and if
the related Loan Agreements provide for Mortgage Notes of a single maturity, the
Depositor will convey to the Trustee, without recourse, such Mortgage Notes and
all of the Depositor's right, title and interest in and to the related Loan
Documents, including the related Lease, Lease Guaranty, if applicable, Indemnity
Agreement, if applicable, Loan Agreement, Mortgage and Note Put Agreement. When
the Loan Agreements provide for Mortgage Notes of different maturities, the
Depositor will convey the Mortgage Notes to different Pass-Through Trustees such
that each Pass-Through Trustee will hold only Mortgage Notes having the same
maturity. All of the Depositor's right, title and interest in and to the related
Loan Documents, including the related Lease, Lease Guaranty, if applicable,
Indemnity Agreement, if applicable, Loan Agreement, Mortgage and Note Put
Agreement, will be conveyed by the Depositor to the Collateral Trustee which
will hold such property in trust for the benefit, pari passu, of the
Pass-Through Trustees as holders of the related Mortgage Notes. In no case will
Mortgage Notes issued under different Loan Agreements be cross-collateralized or
subject to cross-default provisions.

If the proceeds of a Mortgage Loan will be used to construct a Facility,
the Depositor, the related Borrower, the related Tenant, Kmart (if the Tenant is
a Subsidiary), an Escrow Agent and, in some cases, a Construction Monitor
engaged at the request of such Tenant will enter into a Construction Fund
Disbursement Agreement, which will provide that the Borrower will deposit the
net proceeds of the Mortgage Loan (less amounts used to acquire land or ground
leasehold interest, amounts used to fund the related Capitalized Debt Service
Account and amounts deposited in the related Escrow Account-Common Area, if any)
into the Escrow Account created pursuant to such Construction Fund Disbursement
Agreement. Amounts deposited in each Escrow Account will be disbursed to a
Borrower in connection with the acquisition and construction of

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a Facility upon approval by the related Tenant and the Construction Monitor, if
one is appointed, of draw requests submitted by such Borrower. In certain
instances, Borrowers may own or acquire, or may lease, contiguous but separate
parcels of land for the purpose of constructing a shopping center to be occupied
by more than one Tenant. If the Common Area of such a shopping center is to be
built using a portion of the proceeds of the Mortgage Loans related to such
Facilities, then, in addition to the Construction Fund Disbursement Agreement,
there will be a Construction Fund Disbursement Agreement -- Common Area among
the same parties together with each additional Borrower and each additional
Tenant that is leasing a Facility that will be utilizing such Common Area. The
portion of the related Mortgage Loans that will be used to construct such Common
Area will be deposited in an Escrow Account -- Common Area established pursuant
to such Construction Fund Disbursement Agreement -- Common Area, and will be
disbursed upon approval of such Tenants and the Construction Monitor, if one is
appointed, of draw requests submitted by the Borrowers constructing such Common
Area. All of each Borrower's right, title and interest in and to any
Construction Fund Disbursement Agreement and any Construction Fund Disbursement
Agreement -- Common Area will be pledged, subject to the rights of the Tenants
and Kmart under such Agreements, to the Trustee, or to the Collateral Trustee,
if applicable.

Each Trust Agreement will provide for the establishment of a Certificate
Account and, if there is no Collateral Trust, a Rental Payment Account. Each
Collateral Trust Agreement will provide for the establishment of a Rental
Payment Account and a Mortgage Note Account. The Lease Payments related to the
Mortgage Notes held by the Trustee, or Pass-Through Trustees, if applicable,
will be paid directly by the related Tenants to such Trustee, or the Collateral
Trustee if applicable, and, unless an Event of Default has occurred under any of
the Loan Documents (other than a non-monetary default by the related Tenant
under the related Lease), deposited in the related Rental Payment Account. Such
Lease Payments will be scheduled to be in amounts sufficient to pay Scheduled
Payments on such Mortgage Notes. On the Business Day immediately preceding each
Remittance Date, amounts on deposit in the Rental Payment Account(s) equal to
Scheduled Payments due under the related Mortgage Note or Mortgage Notes will be
deposited in the Certificate Account(s) in the related Trust or Pass-Through
Trust, as applicable, and will be applied to pay Debt Service on the
Certificates as set forth in the related Prospectus Supplement. The Scheduled
Payments on the Mortgage Note(s) will be scheduled to be sufficient to pay the
interest applicable to the related Series of the Certificates and over the term
of such Mortgage Notes to pay the principal of such Series of Certificates,
including the amount of such principal expended for issuance costs. The maturity
date of each Mortgage Note acquired by a Trust or Pass-Through Trust will
correspond to the final Remittance Date applicable to the related Series of the
Certificates.

THE CERTIFICATES

The Certificates described herein and in the related Prospectus Supplements
will be issued from time to time in Series pursuant to one or more Trust
Agreements or Pass-Through Trust Agreements. Each Pass-Through Trust Agreement
(used when there are Mortgage Notes of different maturities) will contain
substantially the same terms as each other such Pass-Through Trust Agreement,
except that interest rates, scheduled payments of principal, aggregate principal
amount and final distribution dates applicable to each Series of Certificates
may differ. When there are Mortgage Notes of different maturities, the
Collateral for all such Mortgage Notes will be held in a Collateral Trust for
the benefit, pari passu, of all Pass-Through Trusts holding any of the Mortgage
Notes secured by such Collateral. The following summaries describe certain
provisions common to each Series of Certificates. The summaries do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, the Prospectus Supplement and the provisions of the Trust
Agreement or Pass-Through Trust Agreement relating to each such Series of
Certificates, the forms of which have been filed as exhibits to the Registration
Statement of which (in substantially the form in which they will be used) this
Prospectus is a part.

GENERAL

The Certificates will be issued in fully registered form only. Each
Certificate will represent a fractional undivided beneficial ownership interest
in the assets conveyed to the Trust or Pass-Through Trust pursuant to

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which such Series of Certificates was issued. Each Certificate will correspond
to a pro rata share of the outstanding principal amount of the Mortgage Notes
held in the related Trust or Pass-Through Trust, plus a pro rata share of
issuance costs, and will be issued in minimum denominations of $1,000 initial
principal amount and integral multiples of $1,000 in excess thereof unless
otherwise specified in the related Prospectus Supplement. The Certificates will
be registered in the name of Cede & Co. ("Cede") as the nominee of The
Depository Trust Company ("DTC"). No person acquiring an interest in the
Certificates (a "Beneficial Owner") will be entitled to receive a Certificate
representing such person's interest in the Certificates, except as set forth
below under "Book-Entry Registration -- Definitive Certificates." Unless and
until Definitive Certificates are issued under the limited circumstances
described herein, all references to actions by Certificateholders shall refer to
actions taken by DTC upon instructions from DTC Participants (as defined below)
and all references herein to distributions, notices, reports and statements to
Certificateholders shall refer, as the case may be, to distributions, notices,
reports and statements to DTC or Cede, as the registered holder of the
Certificates, or to DTC Participants for distribution to Beneficial Owners in
accordance with DTC procedures. See "Book-Entry Registration."

Scheduled Payments made on the Mortgage Notes held in a Trust or a
Pass-Through Trust will be passed through to Certificateholders of such Trust or
Pass-Through Trust on the dates set forth in the related Prospectus Supplement
until the final scheduled Remittance Date for such Trust.

Each Certificate will represent a fractional undivided beneficial ownership
interest in the related Trust or Pass-Through Trust and will not have any
rights, benefits or interest in respect of any other Trust or Pass-Through Trust
or in the property held by any other Trust or Pass-Through Trust. All payments
and distributions on each Series of Certificates will be made only from the
Trust Property in which such Series of Certificates evidences an interest.
Although Lease Payments in amounts necessary to permit the timely payment of
Scheduled Payments on the Mortgage Notes, and consequently Debt Service on the
Certificates, will be direct obligations of one or more Tenants, which Lease
Payments will be guaranteed by Kmart if the related Tenant is a Subsidiary, the
Certificates themselves will not represent an interest in or obligation of
Kmart, any Subsidiary, any Trustee, any Pass-Through Trustee, any Collateral
Trustee, any Borrower or the Depositor. Each purchaser of a Certificate will
look solely to the income and proceeds from the Trust Property to the extent
available for distribution as provided in the Trust Agreement or Pass-Through
Trust Agreement.

No Trust Agreement, Pass-Through Trust Agreement, Collateral Trust
Agreement, Lease, Lease Guaranty, if applicable, Note Put Agreement or other
Loan Document will include financial covenants or other provisions that would
afford Certificateholders protection in the event of highly leveraged or other
transactions involving Kmart. The Certificateholders will have the benefit
solely of the Collateral securing the Mortgage Loan held in the related Trust
Agreement or Collateral Trust, as applicable. See "THE MORTGAGE NOTES, THE LOAN
AGREEMENTS AND RELATED DOCUMENTS."

BOOK-ENTRY REGISTRATION

General

DTC is a limited purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act. DTC
was created to hold securities for its participants ("DTC Participants") and to
facilitate the clearance and settlement of securities transactions between DTC
Participants through electronic book-entries, thereby eliminating the need for
physical movement of certificates. DTC Participants include securities brokers
and dealers, banks, trust companies and clearing corporations. Indirect access
to the DTC system also is available to others such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a DTC Participant either directly or indirectly ("Indirect Participants").

Beneficial Owners that are not DTC Participants or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Certificates may do so only through DTC Participants and Indirect
Participants. In addition, Beneficial Owners will receive all distributions of
principal and interest from the Trustee through DTC Participants or Indirect
Participants, as the case may be. Under a book-entry

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format, Beneficial Owners may experience some delay in their receipt of
payments, since such payments will be forwarded by the Trustee to Cede, as
nominee for DTC. DTC will forward such payments to DTC Participants, which
thereafter will forward them to Indirect Participants or Beneficial Owners, as
the case may be, in accordance with customary industry practices. The forwarding
of such distributions to the Beneficial Owners will be the responsibility of
such DTC Participants and Indirect Participants. When book-entry registration is
used, the only "Certificateholder" of a Trust will be Cede, as nominee of DTC.
Beneficial Owners will not be recognized by the Trustee as Certificateholders,
as such term is used in the Trust Agreement or Pass-Through Trust Agreement, and
Beneficial Owners will be permitted to exercise the rights of Certificateholders
only indirectly through DTC and DTC Participants.

Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
Certificates among DTC Participants on whose behalf it acts with respect to the
Certificates and to receive and transmit distributions of principal of, premium,
if any, and interest on, the Certificates to DTC Participants. DTC Participants
and Indirect Participants with which Beneficial Owners have accounts with
respect to the Certificates similarly are required to make book-entry transfers
and receive and transmit such payments on behalf of their respective Beneficial
Owners. Accordingly, although Beneficial Owners will not possess Certificates,
the Rules provide a mechanism by which Beneficial Owners will receive payments
and will be able to transfer their interests.

Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants, the ability of a Beneficial Owner to pledge
Certificates to persons or entities that do not participate in the DTC system,
or to otherwise act with respect to such Certificates, may be limited due to the
absence of a physical certificate for such Certificates.

DTC has advised the Depositor that it will take any action permitted to be
taken by a Certificateholder under the Trust Agreement only at the direction of
one or more DTC Participants to whose accounts with DTC the Certificates are
credited. Additionally, DTC has advised the Depositor that it will take such
actions with respect to any percentage of Certificateholders of each Trust only
at the direction of and on behalf of DTC Participants whose holdings include
fractional undivided interests that satisfy any such percentage. DTC may take
conflicting actions with respect to other fractional undivided interests to the
extent that such actions are taken on behalf of DTC Participants whose holdings
include such fractional undivided interests. All notices to Certificateholders
under a Trust Agreement or Pass-Through Trust Agreement will be sent to Cede so
long as the Series of Certificates issued pursuant to such Trust Agreement or
Pass-Through Trust Agreement is represented by a single Certificate registered
in the name of Cede.

None of the Company, the Depositor, the Trustee or the Pass-Through Trustee
will have any liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in the Certificates held by
Cede, as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company and the Depositor believe to be
reliable, but neither the Company nor the Depositor takes any responsibility for
the accuracy thereof.

Definitive Certificates

The Certificates will be issued in fully registered, certificated form
("Definitive Certificates") to Beneficial Owners or their nominees, rather than
to DTC or its nominee, only if (i) the Depositor advises the Trustee or
Pass-Through Trustee in writing that DTC is no longer willing or able to
discharge properly its responsibilities as depository with respect to the
Certificates and the Depositor is unable to appoint a qualified successor or
(ii) the Depositor, at its option and only with the prior written consent of
Kmart, elects to terminate the book-entry system through DTC.

Upon the occurrence of any event described in the immediately preceding
paragraph, the Trustee or Pass-Through Trustee will be required to notify all
Beneficial Owners through DTC Participants of the availability of Definitive
Certificates. Upon surrender by DTC of the global certificates representing the

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Certificates and receipt of instructions for re-registration, the Trustee or
Pass-Through Trustee will reissue the Certificates as Definitive Certificates to
Beneficial Owners.

Definitive Certificates will be freely transferable and exchangeable at the
office of the Trustee or Pass-Through Trustee upon compliance with the
requirements set forth in the Trust Agreement or Pass-Through Trust Agreement.
No service charge will be imposed for any registration of transfer or exchange,
but payment of a sum sufficient to cover any tax or other governmental charge
will be required.

Settlement and Payment

So long as the Certificates are registered in the name of Cede, as nominee
of DTC, all payments of distributions pursuant to the Trust Agreement or
Pass-Through Trust Agreement will be paid to DTC in immediately available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the
Certificates will trade in DTC's Same-Day Funds Settlement System until
maturity, and secondary market trading activity in the Certificates will
therefore be required by DTC to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Certificates.

DISTRIBUTIONS OF SCHEDULED PAYMENTS

The Prospectus Supplement for a Series will specify the Due Dates on which
payments of interest and principal on each Mortgage Note ("Scheduled Payments")
held by a related Trust or Pass-Through Trust are due and the Remittance Dates
on which the Trustee or Pass-Through Trustee will distribute to each
Certificateholder its pro rata share of the Available Distribution Amount for
the payment of Debt Service. Each such distribution will be made by the Trustee
to holders of record of the Certificates on the close of business of the
fifteenth day preceding the related Remittance Date, except with respect to
Scheduled Payments received after the Due Date (the "Record Date"). Lease
Payments related to any Mortgage Note will be paid directly to the Trustee, or
the Collateral Trustee if applicable. On each Due Date, the Trustee will use
such Lease Payments to pay the Scheduled Payments on the related Mortgage Note
or the Collateral Trustee will transfer to the Pass-Through Trustee amounts
sufficient to pay the Scheduled Payments on the related Mortgage Notes. Such
Scheduled Payments will then be used by the Trustee, or Pass-Through Trustee, if
applicable, to pay Debt Service to the Certificateholders on the related
Remittance Date. See "THE TRUSTS, PASS-THROUGH TRUSTS AND COLLATERAL TRUSTS."

Each Mortgage Note will provide for interest at an overdue rate as
specified in the related Prospectus Supplement on any Scheduled Payments, or
portions thereof, that are not paid when due. The related Lease will provide for
a late payment rate applicable to any Lease Payments, or portions thereof, that
are not paid when due (including any grace period). The late payment rate in the
Lease is scheduled to be sufficient to pay the overdue rate on the related
Mortgage Note(s). Any portion of Scheduled Payments and overdue interest thereon
received by the Trustee or Pass-Through Trustee after the related Due Date will
be distributed to the Certificateholders, based upon their Percentage Interests,
within 10 Business Days of receipt of the corresponding late Lease Payments by
the Trustee or Collateral Trustee. The Record Date with respect to such
distributions will be the close of business on the fifteenth day prior to the
Remittance Date on which the related Scheduled Payment would have been
distributable to Certificateholders had such Scheduled Payment been timely paid
in full. See "THE MORTGAGE NOTES AND THE LOAN AGREEMENTS -- Scheduled Payments."

OTHER DISTRIBUTIONS

Certificateholders may receive other distributions on the Certificates due
to the optional prepayment of a Mortgage Note by the related Borrower, the sale
of a Mortgage Note as a result of the occurrence of a Triggering Event under the
related Note Put Agreement, the termination of a Lease due to certain casualty
or condemnation events, a condemnation that does not result in a termination of
the related Lease, or the liquidation of a Mortgage Note. The Trustee or
Pass-Through Trustee will send notice of any such distribution

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to the Certificateholders at the address shown on the Certificate Register not
less than 10 days prior to the date fixed for such distribution. The reasonable
costs of such notices incurred by the Trustee or Pass-Through Trustee will be
deducted from the amount of any such distribution.

Optional Prepayment Distribution

Unless otherwise specified in the related Prospectus Supplement, any
Mortgage Note may be prepaid at any time, in whole or in part (but if in part,
then in units of $1,000,000 or an integral multiple of $100,000 in excess
thereof), at the option of the related Borrower at a price equal to the Purchase
Price. See "THE MORTGAGE NOTES, THE LOAN AGREEMENTS AND RELATED DOCUMENTS --
Prepayments -- Optional Prepayments." Any such prepayment will be deposited with
the Trustee, or, if applicable, the Collateral Trustee, which will transfer it
to the related Pass-Through Trustees on the next Business Day. Any such
prepayment will be distributed to the Certificateholders, based on their
Percentage Interests, within 30 days of receipt by the Trustee or Collateral
Trustee. Subsequent distributions to Certificateholders of Debt Service will be
proportionately reduced as a consequence of the reduction of the aggregate
outstanding principal balance of the Mortgage Note(s) and the corresponding
reduction of Scheduled Payments.

Distribution from Proceeds of Purchase of Mortgage Note

A distribution will be made with respect to the Certificates of any Series
in the event that a Tenant or Kmart (if the Tenant is a Subsidiary) purchases a
Mortgage Note pursuant to the related Note Put Agreement. Each Note Put
Agreement will provide that, in the event (a)(i) a Tenant fails to pay when due
any Lease Payment within 10 days (or 30 days if the Tenant is Kmart) after
notice to the Tenant of such default and (ii) if the Tenant is a Subsidiary,
Kmart fails to pay any such Lease Payment within 30 days after notice to Kmart
of such Subsidiary's failure to do so (which notice may be given concurrently
with the corresponding notice to such Subsidiary), (b) completion of
construction of the Facility to be leased to the Tenant does not occur prior to
the Completion Date, or (c) if the Tenant is a Subsidiary, a Lease Guaranty
Termination occurs (each, a Triggering Event), the Trustee, or Collateral
Trustee, if applicable, will have the right to require the Tenant, and in the
event of the Tenant's failure to do so when the Tenant is a Subsidiary, to
require Kmart to purchase the related Mortgage Note(s) in whole (but not in
part) at the Purchase Price. In the event the Trustee or Collateral Trustee
exercises such right, the Purchase Price will be deposited with the Trustee, or,
if applicable, the Collateral Trustee which will transfer it to the related
Pass-Through Trustees on the next Business Day. Upon receipt of the Purchase
Price with respect to such Mortgage Note(s), the Trustee, or the Pass-Through
Trustee if applicable, will endorse the related Mortgage Notes(s), and the
Trustee, or the Collateral Trustee if applicable, will assign the related Loan
Documents to the purchaser of the Mortgage Note(s), whereupon the Trust, or the
Pass-Through Trust and the Collateral Trust if applicable, will terminate as to
such Mortgage Note(s) and the related Collateral. Any Purchase Price received by
the Trustee or Pass-Through Trustee as a result of its exercise of its rights
under a Note Put Agreement, less any expense incurred by the Trustee, or the
Pass-Through Trustee and Collateral Trustee, will be distributed to the related
Certificateholders within 30 days of the receipt of such Purchase Price by the
Trustee, or Collateral Trustee if applicable. If the Trust or Pass-Through Trust
holds any other Mortgage Note(s), Debt Service distributable to the
Certificateholders will be proportionately reduced to reflect the reduction in
the aggregate Scheduled Payments payable to the Trust or Pass-Through Trust
after the sale of the Mortgage Note(s) pursuant to the Note Put Agreement. See
"THE NOTE PUT AGREEMENTS."

Distribution Due to Casualty or Condemnation

If a Lease is terminated pursuant to the terms thereof by the related
Tenant as a result of casualty loss or condemnation, the Borrower will be
required to prepay the related Mortgage Note(s) at the Purchase Price. Any
related Condemnation Proceeds or Insurance Proceeds will be used to make such
prepayment, but there can be no assurance that such amounts will be sufficient
for that purpose. Unless the Borrower prepays the related Mortgage Note(s) at
the Purchase Price, the only additional sources of funds to make such prepayment
will be any amounts recoverable through foreclosure or other disposition of any
remaining part of the Mortgaged Property. Any such Borrower prepayment,
Insurance Proceeds or Condemnation Proceeds will

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be deposited with the Trustee, or the Collateral Trustee if applicable which on
the next Business Day will transfer a proportionate amount of such prepayment
(based upon the respective Purchase Prices of the related Mortgage Notes) to the
related Pass-Through Trustees. Any such prepayments will be distributed by the
Trustee, or Pass-Through Trustee if applicable, to the Certificateholders within
30 days of receipt of such amounts by the Trustee, or Collateral Trustee if
applicable. If the Trust or Pass-Through Trust holds Mortgage Notes relating to
other Facilities, subsequent distributions to the Certificateholders of Debt
Service will be proportionately reduced to reflect the deduction from aggregate
Scheduled Payments of principal and interest payable under the Mortgage Note(s)
required to be prepaid. In the event that Condemnation Proceeds or Insurance
Proceeds deposited with the Trustee exceed the Purchase Price for the related
Mortgage Note(s), such excess amount will be distributed to the related
Borrower.

If Lease Payments under a Lease are abated due to a condemnation which does
not result in a termination of the related Lease, Scheduled Payments on the
related Mortgage Note(s) will be reduced in proportion to the reduced Lease
Payments, and Debt Service will be correspondingly reduced. Any Condemnation
Proceeds resulting from such condemnation will be applied first by the related
Tenant toward restoration of the related Facility. In the unlikely event that
such Condemnation Proceeds exceed the amount necessary to restore the Facility,
such excess will be used to prepay a portion of the related Mortgage Note(s)
(including the Make-Whole Premium with respect to such portion). Unless such
excess Condemnation Proceeds are sufficient to prepay the portion of the related
Mortgage Note(s) that is proportionate to the reduction of Scheduled Payments as
a consequence of such Lease Payment abatement, Scheduled Payments following such
condemnation will be less than the amounts necessary to amortize the remaining
principal balance of the related Mortgage Note and to pay the interest thereon.
In that event: (i) subsequent Scheduled Payments will be applied first to pay
accrued interest on the related Mortgage Note(s) and then to reduce the
principal of such Mortgage Note(s); (ii) if any such Scheduled Payments are
insufficient to pay accrued interest on a related Mortgage Note, such unpaid
interest will, to the extent permitted under applicable law, be added to
principal; and (iii) the unpaid principal balance of the related Mortgage
Note(s), together with all accrued and unpaid interest thereon, will, if not
already paid, be due and payable at the maturity date of the Mortgage Note with
the longest term issued pursuant to the related Loan Agreement. At such maturity
date, if such amounts are not paid by the related Borrower, the only source of
payment will be the proceeds recovered from a foreclosure on the related
Facility, which depends upon the fair market value of the Facility, and there
can be no assurance that such proceeds will be sufficient to make such payments.
Such modification of the Lease Payments, the related Scheduled Payments and the
amortization of the related Mortgage Note(s) will not constitute an Event of
Default under such Mortgage Note(s) or any of the related Loan Documents or give
rise to any rights under the related Note Put Agreement. See "THE MORTGAGE
NOTES, THE LOAN AGREEMENTS AND RELATED DOCUMENTS -- Prepayments -- Mandatory
Prepayments and -- Purchase Price" and "THE LEASES, THE LEASE GUARANTIES AND
RELATED DOCUMENTS -- The Leases -- Condemnation and Casualty."

Distribution Due to Liquidation

If any Mortgage Note is liquidated as a result of foreclosure or other
disposition pursuant to the terms of the related Loan Documents, any amounts
received with respect to such liquidation, net of expenses incurred in
connection with such liquidation, will be distributed to the related
Certificateholders within 30 days of receipt by the Trustee, or Collateral
Trustee if applicable. There can be no assurance that the amounts realized from
a foreclosure or other disposition of a Mortgage Note will be sufficient to pay
the principal of, interest on and Make-Whole Premium with respect thereto. If
the Trust or Pass-Through Trust holds other Mortgage Notes, subsequent
distributions to the Certificateholders of Debt Service will be proportionately
reduced to reflect the deduction from aggregate Scheduled Payments of principal
and interest payable under the liquidated Mortgage Note. See "THE MORTGAGE
NOTES, THE LOAN AGREEMENTS AND RELATED DOCUMENTS -- Prepayments -- Liquidation."

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THE TRUSTS, PASS-THROUGH TRUSTS AND COLLATERAL TRUSTS

The following summaries describe certain provisions of the Trust
Agreements, the Pass-Through Trust Agreements and the Collateral Trust
Agreements. The summaries do not purport to be complete and are subject to, and
qualified in their entirety by reference to, the provisions of such documents,
the forms of which (each in substantially the form in which it will be used)
have been filed as exhibits to the Registration Statement of which this
Prospectus is a part. The Pass-Through Trust Agreement and the Collateral Trust
Agreement will be used when there are Mortgage Notes of more than one maturity
issued pursuant to one or more Loan Agreements. A Pass-Through Trust Agreement
will provide for the Pass-Through Trustee to hold one or more Mortgage Notes,
but Collateral securing such Mortgage Note(s), including, with respect to each
such Mortgage Note, the related Loan Agreement, Mortgage, Note Put Agreement,
Lease, Lease Guaranty, if applicable, and all other Loan Documents, will be held
by the related Collateral Trustee. For purposes of the following summaries,
unless otherwise indicated, the Trust Agreements and Pass-Through Trust
Agreements are each referred to as a "Trust Agreement," the Trust and
Pass-Through Trust are each referred to as a "Trust" and the Trustee and
Pass-Through Trustee are each referred to as a "Trustee."

GENERAL

The Depositor will sell, transfer, assign, set over and convey the Mortgage
Note(s) to the Trustee without recourse for the benefit of the
Certificateholders of each Series. If the related Loan Agreements provide for
Mortgage Notes of a single maturity, then the Trust Property of the Trust will
also include, but not be limited to, the following Collateral with respect to
each Mortgage Loan: (i) a Mortgage on the Facility securing the related Mortgage
Note(s), (ii) all of the Depositor's rights under the Loan Agreement pursuant to
which the related Mortgage Note(s) were issued, (iii) an assignment of the
related Lease, Lease Payments and Lease Guaranty, if applicable, (iv) a pledge
of certain moneys held in certain funds established pursuant to the Trust
Agreement, (v) a Note Put Agreement, (vi) an assignment of the Borrower's right,
title and interest in and to any Construction Fund Disbursement Agreement and
any Construction Fund Disbursement Agreement -- Common Area, (vii) a pledge of
certain investments of fund balances held under the Trust Agreement and income
earned thereon, and (viii) any other Loan Documents.

In some cases a Loan Agreement may provide that a Mortgage Loan will be
evidenced by two or more Mortgage Notes having different maturities. In such
case, the Depositor will sell, transfer, assign, set over and convey each such
Mortgage Note to a different Pass-Through Trust. In the event Mortgage Notes are
issued pursuant to more than one Loan Agreement, all Mortgage Notes having the
same maturity will be conveyed to a different Pass-Through Trust such that each
Pass-Through Trust will hold only Mortgage Notes having the same maturity. Each
Certificate will evidence a fractional undivided beneficial ownership interest
in the assets of the related Pass-Through Trust and will have no rights,
benefits or interests in respect of any other Pass-Through Trust or the Trust
Property held in any other Pass-Through Trust. When Mortgage Notes having
different maturities are issued, the Collateral with respect to such Mortgage
Notes will be held by the Collateral Trustee in a separate Collateral Trust for
the benefit, pari passu, of the separate Pass-Through Trusts holding the
Mortgage Notes.

ACCOUNTS

Rental Payment Account

Lease Payments (including Lease Payments made after any Due Date), payments
pursuant to any Lease Guaranty and payments pursuant to any Indemnity Agreement
with respect to each Facility will be deposited in a Rental Payment Account
created and maintained pursuant to the Trust Agreement, or, if applicable,
pursuant to the Collateral Trust Agreement, for the related Series of
Certificates to secure the obligations of the Borrower under the related Loan
Documents and Mortgage Note(s). Each Rental Payment Account will be maintained
as a fund separate and distinct from other accounts created under the Trust
Agreement or Collateral Trust Agreement and will remain the property of the
related Borrower subject to the rights of the Trustee, or the Collateral
Trustee, as the case may be, under the related Loan Documents, the related Trust
Agreement or Collateral Trust Agreement and the pledge of the Rental Payment
Account by such Borrower

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<PAGE> 27
to secure the related Mortgage Loan. On each Due Date, amounts on deposit in
such Rental Payment Account equal to Scheduled Payments due under the related
Mortgage Note will be deposited in the Certificate Account maintained pursuant
to the Trust Agreement, or, if such Rental Payment Account is maintained in a
Collateral Trust pursuant to a Collateral Trust Agreement, transferred to the
Certificate Accounts maintained pursuant to the related Pass-Through Trust
Agreements and will be applied on the related Remittance Date to pay Debt
Service on the Certificates. On the second scheduled Remittance Date after the
Closing Date and on each anniversary thereafter of such Remittance Date, amounts
remaining in such Rental Payment Account after such deposit in or transfer to
the Certificate Account will be distributed to the related Borrower. If the
Trustee, or the Collateral Trustee if applicable, becomes aware of an Event of
Default under any of the related Loan Documents (other than a non-monetary
default by the related Tenant under the related Lease), amounts in the Rental
Payment Account will be transferred to the Certificate Account in the Trust or,
if applicable, to the related Mortgage Note Account in the Collateral Trust and
will continue to be held as Collateral by the Trustee or, if applicable, the
Collateral Trustee.

On the next Business Day after receipt, any Lease Payments made after the
applicable Due Date will be deposited in the Certificate Account maintained
pursuant to the Trust Agreement, or if the Rental Payment Account into which
such Lease Payments were initially deposited is maintained in a Collateral Trust
pursuant to a Collateral Trust Agreement, transferred to the Certificate Account
maintained pursuant to the related Pass-Through Trust Agreements and will be
distributed to Certificateholders within ten Business Days of receipt.

Certificate Account

All Scheduled Payments required to be made by a Borrower pursuant to the
terms of the related Mortgage Note(s) and Loan Documents will be paid from the
Lease Payments deposited in the related Rental Payment Account and will be
transferred to a Certificate Account maintained pursuant to the Trust Agreement
or, in the case of Mortgage Notes with different maturities, will be transferred
from the Rental Payment Account or Mortgage Note Account, if applicable,
maintained in the Collateral Trust to the Certificate Accounts maintained
pursuant to the Pass-Through Trust Agreements. On each Remittance Date, the
Trustee or Pass-Through Trustee will distribute to each Certificateholder its
pro rata share of the Available Distribution Amount for the payment of Debt
Service due on such Remittance Date. See "THE CERTIFICATES -- Distribution of
Scheduled Payments." In addition, any prepayments on the related Mortgage
Note(s), Insurance Proceeds or Condemnation Proceeds (to the extent required for
mandatory prepayment of the related Mortgage Note(s) pursuant to the related
Loan Agreement), net proceeds from the liquidation of the related Mortgage and
the Purchase Price under the Note Put Agreement will be deposited in the
Certificate Account, or, if there is a Collateral Trust, deposited in the
Mortgage Note Account and the next Business Day deposited in the Certificate
Accounts of the related Pass-Through Trusts, for distribution in accordance with
the Trust Agreement or Pass-Through Trust Agreements. See "THE CERTIFICATES --
Other Distributions." If an Event of Default occurs and is continuing with
respect to any Mortgage Loan (other than a non-monetary default by the related
Tenant under the related Lease), all amounts in the related Rental Payment
Account will be transferred to the Certificate Account established by such Trust
or to the Mortgage Note Account in the Collateral Trust, if applicable. All
related Lease Payments subsequently received by the Trustee will be deposited in
such Certificate Account, and all related Lease Payments subsequently received
by the Collateral Trustee will be deposited in the Mortgage Note Account. All
such amounts deposited into the Certificate Account or the Mortgage Note Account
after the occurrence of, and during the continuation of, an Event of Default
will continue to be held as Collateral by the Trustee or Collateral Trustee.

Capitalized Debt Service Account

In cases where proceeds of the Certificates are to be used to finance
construction of a Facility, Lease Payments will not commence until a date
specified in the related Prospectus Supplement. In such event, the Depositor
will establish, out of the proceeds of the related Mortgage Loan, a Capitalized
Debt Service Account in an amount sufficient to pay Scheduled Payments on the
related Mortgage Note(s) before Lease

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<PAGE> 28
Payments commence. Each Capitalized Debt Service Account will be maintained as a
fund separate and distinct from other accounts created under the Trust
Agreement, or under the Collateral Trust Agreement, if applicable, and will
remain the property of the Borrower on whose behalf it was established, subject
to the rights of the Trustee, or the Collateral Trustee, as the case may be,
under the Loan Documents, the Trust Agreement or the Collateral Trust Agreement,
and the pledge of the Capitalized Debt Service Account by such Borrower to
secure the related Mortgage Loan. Amounts in the Capitalized Debt Service
Account will be transferred to the related Certificate Account(s) on the Due
Dates and in the amounts specified in the related Trust Agreement, or Collateral
Trust Agreement if applicable, to pay, in whole or in part, the Scheduled
Payments on the Mortgage Note(s). After all amounts required to be transferred
from a Capitalized Debt Service Account to the related Certificate Account have
been so transferred, any amounts remaining in such Capitalized Debt Service
Account will be transferred to the related Tenant. If an Event of Default occurs
under any of the related Loan Documents (other than a non-monetary default by
the related Tenant under the related Lease), all amounts in the related
Capitalized Debt Service Account will be transferred to the Certificate Account
or, if applicable, the related Mortgage Note Account and will continue to be
held as Collateral by the Trustee or, if applicable, the Collateral Trustee.

Mortgage Note Account

With respect to each Mortgage Loan evidenced by Mortgage Notes of different
maturities, the Collateral Trustee will establish a separate Mortgage Note
Account. Each Mortgage Note Account will be maintained as a fund separate and
distinct from other accounts created under the Collateral Trust Agreement. The
Collateral Trustee will deposit in the Mortgage Note Account any prepayments on
the related Mortgage Notes, including any Condemnation Proceeds or Insurance
Proceeds (to the extent required for mandatory prepayments of the related
Mortgage Notes pursuant to the related Loan Agreement), any Purchase Price
received pursuant to any Note Put Agreement, and any net proceeds from the
liquidation of the related Mortgage. All amounts in the Mortgage Note Account
used to pay Scheduled Payments on the Mortgage Notes will be transferred to the
Certificate Accounts of the related Pass-Through Trusts on the Due Dates. All
other amounts in the Mortgage Note Account will be transferred to the related
Pass-Through Trusts the next Business Day after receipt thereof. If an Event of
Default occurs and is continuing with respect to any Mortgage Loan or any
related Loan Document (other than a non-monetary default by the related Tenant
under the related Lease), all amounts in the related Rental Payment Account and
any Capitalized Debt Service Account will be transferred to such Mortgage Note
Account, and all related Lease Payments subsequently received will be deposited
in such Mortgage Note Account. All such amounts transferred or deposited into
the Mortgage Note Account will continue to be held as Collateral by the
Collateral Trustee.

THE TRUST AGREEMENTS AND PASS-THROUGH TRUST AGREEMENTS

The Trustee

The Trustee under each Trust Agreement will be named in the related
Prospectus Supplement. The Trustee must be a corporation or national banking
association organized under the laws of the United States of America or of any
State, must be authorized to exercise corporate trust powers, must have a
combined capital and surplus of at least $50,000,000 in the case of United
States Trust Company of New York and of at least $100,000,000 in the case of any
other trustee and must be subject to regulation and examination by state or
federal regulatory authorities.

The Trustee may resign at any time by giving written notice to the
Depositor and the Certificateholders. If a Trustee (i) fails to comply with
certain requirements of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") after written request for such compliance by any
Certificateholder who has been a bona fide Certificateholder for at least six
months, or (ii) ceases to be eligible to continue as Trustee under a Trust
Agreement and fails to resign after written request therefor by the Depositor or
any such bona fide Certificateholder, or (iii) becomes incapable of acting as
Trustee or becomes insolvent, then, in any such case, (i) the Depositor may
remove the Trustee and appoint a successor trustee, or (ii) subject to certain
provisions of the Trust Agreement, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction

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<PAGE> 29
for the removal of the Trustee and the appointment of a successor trustee. A
Trustee may also be removed at any time by the holders of Certificates
evidencing not less than a 66 2/3 Percentage Interest. Any resignation or
removal of a Trustee will not become effective until acceptance of the
appointment by the successor Trustee.

Each Trust Agreement will provide that the Trustee's Fees will be paid by
the Tenants pursuant to the Consent and Agreements. See "THE LEASES, LEASE
GUARANTIES AND RELATED DOCUMENTS -- The Consent and Agreements."

Modification of the Trust Agreements

Each Trust Agreement will contain provisions permitting the Depositor and
the Trustee to enter into a supplement to the Trust Agreement with the consent
of Kmart (except that no consent will be required with respect to (vii) below)
but without the consent of the Certificateholders, (i) to evidence the
succession of another Person to the Depositor and the assumption by such Person
of the Depositor's obligations under such Trust Agreement; (ii) to add to the
covenants of the Depositor for the benefit of the Certificateholders; (iii) to
cure any ambiguity, to correct or supplement any defective or inconsistent
provisions of such Trust Agreement or any supplement, or to make any other
provisions with respect to matters or questions arising under such Trust
Agreement or any supplement, provided such action will not materially adversely
affect the interests of the Certificateholders; (iv) to correct or amplify the
description of any property constituting property of the Trust or to acknowledge
any change relating to title to a Mortgaged Property that does not materially
adversely affect the rights of the Certificateholders; (v) to surrender any
rights or powers conferred upon the Depositor or add to the rights of the
Certificateholders; (vi) to evidence or provide for the appointment of a
successor trustee or to add or change any provision of such Trust Agreement as
may be necessary to provide for or facilitate the administration of the Trust
created thereby by more than one Trustee; or (vii) to add, eliminate or change
any provision under such Trust Agreement to the extent necessary to continue the
qualification of the Trust Agreement under the Trust Indenture Act; provided,
that in each case such supplement does not cause the Trust to fail to be
characterized as a trust for federal income tax purposes or the Collateral
Trust, if applicable, to become taxable as an association within the meaning of
Treasury Regulation Section 301.7701-2.

Each Trust Agreement will also contain provisions permitting the Depositor
and the Trustee, with the consent of the Certificateholders evidencing
fractional undivided beneficial ownership interests aggregating not less than a
66 2/3 Percentage Interest of the Trust, to execute supplements adding any
provisions to or changing or eliminating any of the provisions of the Trust
Agreement or modifying the rights of the Certificateholders, except that no such
supplement may, without the consent of each affected Certificateholder and, with
respect to (ii) and (unless there is a monetary default under the related Lease)
(iii), Kmart, (i) modify the provision of the Trust Agreement that concerns
notifying Certificateholders and Kmart of the occurrence of an Event of Default,
modify the provision of the Trust Agreement concerning approval by
Certificateholders of supplements to the Trust Agreement, or modify the
definition of "Certificateholder" in the Trust Agreement; (ii) modify the
definition of "Percentage Interest" in the Trust Agreement or reduce the
Percentage Interests, the consent of the Holders of Certificates of which is
required for any such supplement to the Trust Agreement, or the consent of the
Holders of Certificates of which is required for any waiver provided for in the
Trust Agreement; (iii) reduce the amount or extend the time of payment of any
amount owing or payable under the Mortgage Note(s) or distributions to be made
on any Certificate; (iv) impair the right of any Certificateholder to commence
legal proceedings to enforce a right to receive payment under such Certificate
or under the Trust Agreement; or (v) create or permit the creation of any lien
on the Trust Property or any part thereof, or deprive any Certificateholder of
the benefit of the Trust Agreement, whether by disposition of such Trust
Property or otherwise; provided however, in each case such supplement does not
cause the Trust to fail to be characterized as a trust for federal income tax
purposes or the Collateral Trust, if applicable, to become taxable as an
association within the meaning of Treasury Regulations Section 301.7701-2.

Events of Default

Events of Default under a Trust Agreement in respect of a Series of
Certificates will consist of the occurrence of any event constituting an Event
of Default under any of the Loan Documents or Mortgage

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Note(s) held by the Trustee, or Collateral Trustee if applicable. The Trustee
will be obligated to notify the Certificateholders and Kmart of any Event of
Default within the later of 90 days from the occurrence thereof or 30 days after
obtaining knowledge thereof, unless such Event of Default has been cured or
waived before the giving of such notice. Except in the case of a default in the
payment of principal of, or interest on, the Mortgage Note(s), the Trustee may
withhold such notice so long as its board of directors, the executive committee
or a committee of its directors and/or responsible officers in good faith
determines that the withholding of such notice is in the interests of the
Certificateholders.

Rights Upon Event of Default

So long as an Event of Default has not been remedied, the Trustee, at the
written direction of the holders of Certificates evidencing not less than a
66 2/3 Percentage Interest, will exercise any rights and remedies that it may
have against a Borrower, a Tenant or Kmart (if the Tenant is a Subsidiary)
pursuant to the related Loan Documents, Mortgage Note(s), Lease or Lease
Guaranty, if applicable, or at law or in equity, including injunctive relief and
specific performance, subject to the rights of the related Tenant and Kmart (if
the Tenant is a Subsidiary) under the related Lease, the related Consent and
Agreement, the related Construction Fund Disbursement Agreement, if any, and the
related Construction Fund Disbursement Agreement -- Common Area, if any;
provided that, if as a result of the occurrence of an Event of Default, the
Trustee acquires any property other than cash, whether pursuant to foreclosure
or otherwise, the Trustee will be required to sell such property as promptly as
is reasonably possible. In addition, the Trustee will not be required to take
title to a Facility in a foreclosure or similar proceeding if the Trustee has
actual knowledge or reasonably believes that all or any part of such Facility is
affected by hazardous or toxic wastes or substances. In the case of an Event of
Default which also constitutes a Triggering Event, the Trustee's rights will
include the right to require the related Tenant or Kmart (if the Tenant is a
Subsidiary) to purchase the related Mortgage Note(s) pursuant to the Note Put
Agreement. See "THE NOTE PUT AGREEMENTS."

Where there is both a Collateral Trust and a Pass-Through Trust, the
Pass-Through Trustee will hold a Mortgage Note but not the related Loan
Documents. Consequently, upon an occurrence of an Event of Default under the
Pass-Through Trust Agreement with respect to a Mortgage Note, the Pass-Through
Trustee's principal right and remedy will be to vote the principal balance of
such Mortgage Note, as directed by the Certificateholders of such Pass-Through
Trust, in favor of the exercise by the Collateral Trustee of its rights and
remedies under the related Loan Documents, and accordingly to direct the related
Collateral Trustee to exercise such rights and remedies. The Collateral Trustee
will be required to exercise such rights and remedies if such Collateral Trustee
receives written directions in favor of such exercise from the related
Pass-Through Trustees voting not less than 66 2/3% of the outstanding principal
balance of all Mortgage Note(s) affected by such Event of Default.

The occurrence of an Event of Default pursuant to the Loan Documents
relating to any Mortgage Loan, the related Mortgage Note(s), the related Lease
or the related Lease Guaranty, if applicable, will not give rise to an election
to terminate the Trust. The occurrence of such an Event of Default will not
constitute a cross default with respect to any other Mortgage Loan and will have
no effect on any Loan Documents, Mortgage Note, Lease or Lease Guaranty with
respect to any such other Mortgage Loan. Consequently, remedies may be exercised
only with respect to the related Mortgage Note and Loan Documents. Any amounts
realized upon the exercise of such remedies may be less than the Purchase Price
for such Mortgage Note. No person or entity, including the related Tenant, Kmart
(if the Tenant is a Subsidiary), the related Borrower or the Depositor has any
liability for any deficiency which may result from a sale of a Facility upon
foreclosure of the related Mortgage.

Each Trust Agreement will contain a provision entitling the Trustee,
subject to the duty of the Trustee during the continuance of an Event of Default
to act with the required standard of care, to be indemnified by the
Certificateholders before exercising any right or power under such Trust
Agreement or the related Loan Documents.

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Rights Upon Triggering Event

If a Triggering Event other than a Lease Guaranty Termination occurs, the
Trustee, at the written direction of the holders of Certificates evidencing not
less than a 66 2/3 Percentage Interest (which direction must be given within 90
days after the giving by the Trustee to the Certificateholders of a notice
stating that such Triggering Event has occurred), will exercise its rights under
the Note Put Agreement. If the Triggering Event is a Lease Guaranty Termination,
the Trustee will exercise its rights under the Note Put Agreement unless, within
30 days after notice by the Trustee to the Certificateholders of the occurrence
of such Lease Guaranty Termination, holders of Certificates evidencing not less
than a 66 2/3 Percentage Interest elect not to exercise such rights. In cases
where the Note Put Agreement is held in a Collateral Trust, the 66 2/3
Percentage Interest required for the exercise of such rights (or, in the case of
a Lease Guaranty Termination, the election not to exercise such rights) will be
computed by reference to the outstanding principal amount of all Mortgage Notes
issued pursuant to the applicable Loan Agreement. See "THE NOTE PUT AGREEMENTS."

Termination

Each Trust Agreement and the obligations of the Depositor and the Trustee
created thereby will terminate as to any Mortgage Note and the related Loan
Documents upon the final payment, prepayment in full or other liquidation of
such Mortgage Note, including the disposition of all property acquired upon
foreclosure of such Mortgage Note and the remittance of all funds due thereunder
with respect to such Mortgage Note. In no event, however, will any Trust
continue beyond the expiration of 21 years from the death of the survivor of
certain persons described in such Trust Agreement. Written notice of termination
of the Trust Agreement will be given to each Certificateholder and the final
payment on the Certificates will be made only upon surrender and cancellation of
the Certificates at the corporate trust office of the Trustee.

Reports to Certificateholders

The Trustee will furnish to Certificateholders on each Remittance Date a
statement setting forth the following information (per $1,000 aggregate
principal amount, as to (i) and (ii) below):

(i) that portion of the distribution paid on such Remittance Date
which is allocable to principal on the related Mortgage Note(s);

(ii) that portion of such distribution which is allocable to interest
on the related Mortgage Note(s);

(iii) any amounts expended by the Trustee or the Collateral Trustee,
if applicable, following an Event of Default under any of the Loan
Documents in connection with enforcing the Trustee's or the Collateral
Trustee's rights and remedies thereunder for the benefit of the
Certificateholders; and

(iv) whether any Mortgage Note is delinquent.

So long as the Certificates of any Series are registered in the name of
Cede, as nominee for DTC, on the Record Date prior to each Remittance Date, the
Trustee will request from DTC a securities position listing setting forth the
names of all DTC Participants reflected on DTC's books as holding positions in
such Certificates on such Record Date. On each Remittance Date, the Trustee will
mail to each such DTC Participant the statement described above, and will make
available additional copies as requested by such DTC Participant, to be
available for forwarding to the related Beneficial Owners.

In addition, within 90 days after the end of each calendar year, the
Trustee will prepare for each Certificateholder a report setting forth the
interest paid on the related Mortgage Note(s) during the year with respect to
the Certificates held by such Certificateholder. Such report will be prepared by
the Trustee and will be delivered by the Trustee to such DTC Participants to be
available for forwarding by DTC Participants to Beneficial Owners in the manner
described in the immediately preceding paragraph for so long as the Certificates
of any Series are registered in the name of Cede, as nominee for DTC. If the
Certificates of any Series are issued as Definitive Certificates, the Trustee
will prepare and deliver the information described above to each
Certificateholder of record as the name of such Certificateholder appears on the
records of the Trustee.

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THE COLLATERAL TRUST AGREEMENTS

The Collateral Trustee

The Collateral Trustee under each Collateral Trust Agreement, if any, will
be named in the related Prospectus Supplement. The Collateral Trustee must be a
corporation or national banking association organized under the laws of the
United States of America or of any State, authorized to exercise corporate trust
powers, must have a combined capital and surplus of at least $50,000,000 in the
case of United States Trust Company of New York and of at least $100,000,000 in
the case of any other trustee and must be subject to regulation and examination
by state or federal regulatory authorities. The same entity may serve both as
Trustee, Pass-Through Trustee and Collateral Trustee.

The Collateral Trustee may resign at any time by giving written notice to
the related Pass-Through Trustees for distribution to their Certificateholders.
If a Collateral Trustee (i) ceases to be eligible to continue as Collateral
Trustee under the Collateral Trust Agreement, and fails to resign after written
request therefor by the Depositor or a related Pass-Through Trustee at the
direction of a bona fide Certificateholder who has been a bona fide
Certificateholder for at least six months or (ii) becomes incapable of acting as
Collateral Trustee or becomes insolvent, then, in any such case, the Depositor
or the related Pass-Through Trustees may remove the Collateral Trustee and
appoint a successor collateral trustee. A Collateral Trustee may also be removed
at any time by the related Pass-Through Trustees, at the direction of holders of
Certificates evidencing not less than a 66 2/3 Percentage Interest. Any
resignation or removal of a Collateral Trustee will not become effective until
acceptance of the appointment by the successor Collateral Trustee.

Each Collateral Trust Agreement will provide that the Collateral Trustee's
Fees will be paid by the related Tenants pursuant to the Consent and Agreements.
See "THE LEASE, THE LEASE GUARANTIES AND RELATED DOCUMENTS -- The Consent and
Agreements."

Modification of the Collateral Trust Agreements

Each Collateral Trust Agreement will contain provisions permitting the
Depositor and the Collateral Trustee to enter into a supplement to the
Collateral Trust Agreement with the consent of Kmart but without the consent of
the Pass-Through Trustees or the Certificateholders, (i) to evidence the
succession of another Person to the Depositor and the assumption by such Person
of the Depositor's obligations under such Collateral Trust Agreement; (ii) to
add to the covenants of the Depositor for the benefit of the Pass-Through
Trustees and the Certificateholders; (iii) to cure any ambiguity, to correct or
supplement any defective or inconsistent provisions of such Collateral Trust
Agreement or any supplement, or to make any other provisions with respect to
matters or questions arising under such Collateral Trust Agreement or any
supplement, provided such action will not materially adversely affect the
interests of the Pass-Through Trustees or the Certificateholders; (iv) to
correct or amplify the description of any property constituting property of the
Collateral Trust or to acknowledge any change relating to title to the Mortgaged
Property that does not materially adversely affect the rights of the
Certificateholders; (v) to surrender any rights or powers conferred upon the
Depositor or add to the rights of the Pass-Through Trustees for the benefit of
the Certificateholders; or (vi) to evidence or provide for a successor
Collateral Trustee or to add or change any provision of such Collateral Trust
Agreement as may be necessary to provide for or facilitate the administration of
the Collateral Trust created thereby by more than one Collateral Trustee;
provided, that in each case such supplement does not cause the Collateral Trust
to become taxable as an association within the meaning of Treasury Regulation
Section 301.7701-2 or cause any Trust to fail to be characterized as a trust for
federal income tax purposes.

Each Collateral Trust Agreement will also contain provisions permitting the
Depositor and the Collateral Trustee, with the consent of the Pass-Through
Trustees at the direction of holders of Certificates evidencing pass-through
ownership of not less than 66 2/3% of the aggregate outstanding principal
balance of all Mortgage Notes, to execute supplements adding any provisions to
or changing or eliminating any of the provisions of the Collateral Trust
Agreement or modifying the rights of the Pass-Through Trustees or the
Certificateholders, except that no such supplement may, without the consent of
each affected Certificateholder and, with respect to (ii) and (unless there is a
monetary default under the related Lease) (iii), Kmart, (i) modify the provision
of the Collateral Trust Agreement that concerns notifying the related
Pass-Through Trustees and Kmart of

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the occurrence of an Event of Default, modify the provision of the Collateral
Trust Agreement concerning approval by the related Pass-Through Trustees and
Certificateholders of supplements to the Collateral Trust Agreement, or modify
the definitions of "Pass-Through Trust," "Pass-Through Trustee" or
"Certificateholder" in the Collateral Trust Agreement, (ii) modify the
definition of "Percentage Interest" in the Collateral Trust Agreement or reduce
the Percentage Interest vote that is required for any such supplement to the
Collateral Trust Agreement, or the consent required from the related
Pass-Through Trustees for any waiver provided for in the Collateral Trust
Agreement; (iii) reduce the amount or extend the time of payment of any amount
owing or payable under the Mortgage Note(s); (iv) impair the right of any
related Pass-Through Trustee or Certificateholder to commence legal proceedings
to enforce a right to receive payment on a related Mortgage Note; or (v) create
or permit the creation of any lien on the Collateral Trust Property or any part
thereof, or deprive any Certificateholder of the benefit of the Collateral Trust
Agreement, whether by disposition of such Collateral Trust Property or
otherwise; provided, that in each such case such supplement does not cause the
Collateral Trust to become taxable as an association within the meaning of
Treasury Regulation Section 301.7701-2 or cause any Pass-Through Trust to fail
to be characterized as a trust for federal income tax purposes.

Events of Default

Events of Default under a Collateral Trust Agreement will consist of the
occurrence of any event constituting an Event of Default under any of the Loan
Documents held by the Collateral Trustee or the Mortgage Notes held by the
related Pass-Through Trustees. The Collateral Trustee will be obligated to
notify the Pass-Through Trustees of such Event of Default within five Business
Days after the Collateral Trustee obtains knowledge thereof, unless such Event
of Default has been cured or waived before the giving of such notice.

Rights Upon Event of Default

So long as an Event of Default has not been remedied, the Collateral
Trustee, at the written direction of Pass-Through Trustees voting not less than
66 2/3% of the outstanding principal balance of the Mortgage Notes affected by
such Event of Default, will exercise any rights and remedies that it may have
against a Borrower, a Tenant or, if the Tenant is a Subsidiary, Kmart pursuant
to the related Loan Documents, Mortgage Notes, Lease or Lease Guaranty, if
applicable, or at law or in equity, including injunctive relief and specific
performance, subject to the rights of the Tenant and, if the Tenant is a
Subsidiary, Kmart under the related Lease, the related Consent and Agreement,
the related Construction Fund Disbursement Agreement, if any, and the related
Construction Fund Disbursement Agreement -- Common Area, if any; provided that,
if as a result of the occurrence of an Event of Default, the Collateral Trustee
acquires any property other than cash, whether pursuant to foreclosure or
otherwise, the Collateral Trustee will sell such property as promptly as is
reasonably possible. In addition, the Collateral Trustee will not be required to
take title to a Facility in a foreclosure or similar proceeding if the
Collateral Trustee has actual knowledge or reasonably believes that all or any
part of such Facility is affected by hazardous or toxic wastes or substances. In
the case of an Event of Default which also constitutes a Triggering Event, the
rights of the Collateral Trustee will include the right to require the related
Tenant or Kmart (if the Tenant is a Subsidiary) to purchase the related Mortgage
Note(s) pursuant to the Note Put Agreement. See "THE NOTE PUT AGREEMENTS."

The occurrence of an Event of Default pursuant to any of the Loan Documents
relating to any Mortgage Loan, the related Mortgage Notes, the related Lease or
the related Lease Guaranty, if applicable, will not give rise to an election to
terminate the Collateral Trust as to such Mortgage Loan. The occurrence of such
an Event of Default will not constitute a cross default with respect to any
other Mortgage Loan held by the Collateral Trust and will have no effect on any
Loan Documents, Mortgage Note, Lease or Lease Guaranty, if applicable, with
respect to any such other Mortgage Loan. Consequently, remedies may only be
exercised with respect to the related Mortgage Note and Loan Documents. Any
amounts realized upon the exercise of such remedies may be less than the
Purchase Price for such Mortgage Note.

Each Collateral Trust Agreement will contain a provision entitling the
Collateral Trustee, subject to the duty of the Collateral Trustee during the
continuance of an Event of Default to act with the required standard

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of care, to be indemnified by the holders of Certificates evidencing
pass-through ownership of not less than 66 2/3% of the aggregate outstanding
principal balance of the Mortgage Notes before exercising any right or power
under such Collateral Trust Agreement.

Termination

Each Collateral Trust Agreement and the obligations of the Depositor and
the Collateral Trustee created thereby will terminate with respect to any
Mortgage Loan and related Loan Documents upon the final payment, prepayment in
full or other liquidation of the Mortgage Notes held by the related Pass-Through
Trusts, including the disposition of all property acquired upon foreclosure of
such Mortgage Notes, and the remittance to the Pass-Through Trustee of all funds
due with respect thereto under the Collateral Trust Agreement. In no event,
however, will any Collateral Trust continue beyond the expiration of 21 years
from the death of the survivor of certain persons described in such Collateral
Trust Agreement.

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THE MORTGAGE NOTES, THE LOAN AGREEMENTS AND RELATED DOCUMENTS

The following summaries describe certain provisions of the Mortgage Notes,
the Loan Agreements, the Mortgages and the Assignments of Leases and Rents. The
summaries do not purport to be complete and are subject to, and qualified in
their entirety by reference to, the provisions of such documents, the forms of
which (each in substantially the form in which it will be used) have been filed
as exhibits to the Registration Statement of which this Prospectus is a part.

GENERAL

Concurrently with the issuance of each Series of Certificates, the
Depositor will make one or more Mortgage Loans from the net proceeds of such
issuance to one or more Borrowers. Each Mortgage Loan will be made to a
different Borrower, which will enter into a Loan Agreement with the Depositor.
The Loan Agreements will require the Borrowers to execute and deliver to the
Depositor Mortgage Notes evidencing the Mortgage Loans together with the other
Loan Documents securing the Mortgage Loans. The Depositor in turn will assign
all of its right, title and interest in, under and to the Loan Documents and the
Mortgage Notes to the Trustee under the related Trust Agreement for such Series
if all Mortgage Notes have the same maturity. If the Mortgage Notes have
different maturities, the Depositor will assign all of its right, title and
interest in, under and to the Mortgage Notes to different Pass-Through Trusts
such that all the Mortgage Notes in any Pass-Through Trust will have the same
maturity, and the Depositor will assign all of its right, title and interest in,
under and to the other Loan Documents to the Collateral Trustee under the
related Collateral Trust Agreement.

SCHEDULED PAYMENTS

Each Mortgage Note will be a promissory note obligating a Borrower to make
Scheduled Payments which will be passed through to the Trust or Pass-Through
Trust to pay Debt Service on the related Series of Certificates. The Lease
Payments due pursuant to a Lease will be scheduled to be sufficient to pay
Scheduled Payments on the related Mortgage Notes(s). The maturity date of the
Mortgage Notes acquired by each Trust will correspond to the final scheduled
Remittance Date applicable to the Certificates evidencing interests in such
Trust. Each Mortgage Note will provide for an increased interest rate applicable
to any overdue principal or interest payments with respect to such Mortgage
Note. The related Lease will provide for a late payment rate on any Lease
Payments or portions thereof that are not paid when due (including any grace
period). The late payment rate in a Lease is scheduled to be sufficient to pay
the overdue rate on the related Mortgage Note(s). See "THE CERTIFICATES --
Distributions of Scheduled Payments."

Each Trust will acquire Mortgage Notes having an interest rate higher than
the interest rate on the Certificates evidencing interests in such Trust. The
aggregate principal amount of the Certificates evidencing interests in each
Trust will be equal to the aggregate principal amount of the Mortgage Notes held
in such Trust, plus the costs of issuance of the Certificates. The difference
between the interest rates on the Mortgage Notes and the Certificates over the
term of the Mortgage Notes, when added to the payment of the principal of the
Mortgage Notes, will be scheduled to result in an amount equal to the full
principal amount of the Certificates being distributed to the
Certificateholders.

PREPAYMENTS

Optional Prepayment

Unless otherwise specified in the related Prospectus Supplement, each
Borrower will have the option at any time and from time to time to prepay a
Mortgage Note in whole or in part (but if in part, then in units of $1,000,000
or an integral multiple of $100,000 in excess thereof) by payment of the
Purchase Price. Any optional prepayment of a Mortgage Note will be distributed
by the Trustee or Pass-Through Trustee to the related Certificateholders based
upon their Percentage Interests. See "THE CERTIFICATES -- Other Distributions --
Optional Prepayment Distribution."

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Mandatory Prepayments

A Borrower will be required to prepay a Mortgage Note at the Purchase Price
in the event the related Lease is terminated in connection with a taking by
condemnation of all or any part of, or a casualty affecting, the related
Facility. See "THE LEASES, LEASE GUARANTIES AND RELATED DOCUMENTS -- The Leases
- -- Condemnation and Casualty." In the event of any such required prepayment, any
Insurance Proceeds or Condemnation Proceeds will be used to pay the Purchase
Price of the related Mortgage Loan. There can be no assurance that such
Insurance Proceeds or Condemnation Proceeds will be sufficient to pay such
Purchase Price in full, although, in the case of a termination resulting from
damage or destruction during the last two years of the term of the Leases, the
resulting Insurance Proceeds may, in light of the fact that the Mortgage Note
fully amortizes during its term, be sufficient to pay all amounts due under the
Mortgage Note, except in the case of extraordinary devaluation of the Facility
during the term of the Mortgage Note. If the Insurance Proceeds or Condemnation
Proceeds are insufficient to pay the Purchase Price in full, the Borrower will
in all likelihood not have sufficient funds to pay the deficiency, and there can
be no assurance that such deficiency will be satisfied out of the proceeds of
any subsequent foreclosure of the related Facility.

In the event of any condemnation of a Facility which does not result in the
termination of the related Lease, the Lease Payments under such Lease may be
abated (see "THE LEASES, LEASE GUARANTIES AND RELATED DOCUMENTS -- The Leases --
Condemnation and Casualty") and, in such event, Scheduled Payments under the
related Mortgage Note(s) will be reduced in the same proportion as Lease
Payments have been abated under such Lease. Any Condemnation Proceeds resulting
from such condemnation will be applied by the related Tenant to restore the
related Facility. In the unlikely event that such Condemnation Proceeds exceed
the amount necessary to restore the Facility, such excess will be used to prepay
a portion of the related Mortgage Note(s) (including the Make-Whole Premium with
respect to such portion). Subsequent Scheduled Payments will be applied first to
pay accrued interest on the related Mortgage Note(s) and then to reduce the
principal of such Mortgage Note(s), and any unpaid interest will, to the extent
permitted under applicable law, be capitalized. The unpaid principal amount of
such Mortgage Note(s), together with all accrued and unpaid interest, will be
due and payable at the maturity date of Mortgage Note with the longest term
issued pursuant to the related Loan Agreement. See "THE CERTIFICATES -- Other
Distributions -- Distribution Due to Casualty or Condemnation."

Any prepayment of any Mortgage Loan in connection with a casualty or
condemnation will be distributed by the Trustee or Pass-Through Trustee to the
related Certificateholders based upon their Percentage Interests.

Liquidation

If an Event of Default under a Loan Document occurs (other than a
non-monetary default by a Tenant under a Lease) and if the Trustee, or
Collateral Trustee if applicable, accelerates the related Mortgage Note, the
related Borrower will be required to pay the Purchase Price to the Trustee or
Collateral Trustee. All proceeds of any foreclosure or any other liquidation of
the related Mortgage Note under the related Loan Documents, net of expenses
incurred in connection therewith, from such liquidation will be applied toward
payment of such Purchase Price. All of such net proceeds will be distributed by
the Trustee, or the Pass-Through Trustee if applicable, to the
Certificateholders based upon their Percentage Interests. There can be no
assurance that the proceeds of any such liquidation will be sufficient to pay
the Purchase Price of the related Mortgage Note(s). See "THE CERTIFICATES --
Other Distributions -- Distribution Due to Liquidation."

Purchase Price

The Purchase Price for a Mortgage Note in case of an optional prepayment,
mandatory prepayment or liquidation will be equal to the outstanding principal
balance of such Mortgage Note, accrued interest thereon and the Make-Whole
Premium related thereto. Under the laws of certain states the enforceability of
the obligation to pay amounts similar to the Make-Whole Premium is unclear, and
there can be no assurance that

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the obligation to pay the Make-Whole Premium will be enforceable in the event of
a prepayment or acceleration of a Mortgage Note.

EVENTS OF DEFAULT

Unless otherwise provided in the Prospectus Supplement for a Series, Events
of Default under each Loan Agreement and Mortgage Note will include the
following (after the expiration of any applicable cure periods):

(i) a default in the payment or prepayment of the principal of,
Make-Whole Premium, if any, or interest on, a Mortgage Note when due;

(ii) if applicable, the construction of a Facility ceases for a period
longer than that specified in the Loan Agreement or is abandoned or is not
completed in compliance with the Loan Agreement on or before the date
specified in the Loan Agreement;

(iii) the occurrence of a default under a Lease, a Lease Guaranty, if
applicable, or an Indemnity Agreement, if applicable; and

(iv) the occurrence of any default by Kmart in the performance of its
obligations under a Note Put Agreement.

Each Loan Agreement also will provide for other Events of Default that are
customary in mortgage loan transactions. An event or condition giving rise to an
Event of Default under a Loan Agreement will not necessarily give rise to an
Event of Default under the related Lease or permit the Trustee, or the
Collateral Trustee if applicable, to exercise any remedy against the Tenant or,
if the Tenant is a Subsidiary, Kmart under the related Lease, Lease Guaranty, if
applicable, or Note Put Agreement. An Event of Default with respect to one
Mortgage Loan will not constitute an Event of Default under any other Mortgage
Loan or the Loan Documents related thereto or permit the Trustee, or Collateral
Trustee if applicable, to exercise any remedies with respect to any other
Mortgage Loan or the Loan Documents related thereto.

REMEDIES UPON EVENT OF DEFAULT

If any Event of Default occurs and is continuing following any applicable
cure period, the Trustee, or the Collateral Trustee if applicable, as assignee
of the Depositor will upon the direction of 66 2/3 Percentage Interests of the
Certificateholders, declare the entire unpaid principal amount of such Mortgage
Note, interest accrued thereon and the Make-Whole Premium immediately due and
payable and the Trustee, or the Collateral Trustee if applicable, will be
entitled to commence proceedings for immediate foreclosure of the Mortgage and
may avail itself of any other relief to which the Trustee, or the Collateral
Trustee if applicable, may be legally or equitably entitled under the other Loan
Documents, the Mortgage Notes, or otherwise. The Trustee, or the Collateral
Trustee if applicable, will, upon becoming the owner of the Facility pursuant to
any such foreclosure, take title subject to the related Lease, provided that, if
a monetary Event of Default exists under such Lease and, if the Tenant is a
Subsidiary, any Lease Guaranty, the Trustee, or the Collateral Trustee if
applicable, will have the right, after completion of such foreclosure (possibly
including the expiration of any redemption period) or prior to such completion
if permitted under the laws of the state in which the Facility is located, to
exercise the right of the Borrower as lessor to terminate such Lease. In the
case of an Event of Default which also constitutes a Triggering Event, the
rights of the Trustee, or Collateral Trustee if applicable, will include the
right to require the related Tenant or Kmart (if the Tenant is a Subsidiary) to
purchase the related Mortgage Note(s) pursuant to the Note Put Agreement. See
"THE NOTE PUT AGREEMENTS."

LIMITATION OF A BORROWER'S LIABILITY

Each Loan Agreement will provide that the recourse of the Trustee, or the
Collateral Trustee if applicable, will be limited to foreclosure and other
remedies set forth in the Loan Documents. Generally, neither a Borrower nor any
of its affiliates will be personally liable for payment of principal, interest
or other amounts which may become due and payable under any of the Loan
Documents, the holder of a Mortgage Note will be entitled to look solely to the
security provided for in the Loan Documents, and no deficiency

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judgment for amounts unsatisfied after the application of such security and the
proceeds thereof may be obtained against a Borrower or its affiliates. The
general limitation on the personal liability of the Borrower and its affiliates
will not prejudice the rights of the Trustee, or the Collateral Trustee if
applicable, to recover (i) for fraud, intentional misrepresentation or breach of
any representation or warranty or willful misconduct by or on behalf of a
Borrower, (ii) certain funds, deposits, advances and other amounts which may be
held by or for a Borrower at the time of an Event of Default under a Mortgage
Note or any other Loan Documents, and (iii) amounts recoverable for certain
environmental hazards. However, because each Borrower is expected to be an
entity without any assets (other than the related Facility) the recourse of the
Trustee or the Collateral Trustee will be limited even in those instances where
personal liability may be established against a Borrower.

THE MORTGAGES

General

The Mortgage Note(s) issued under a Loan Agreement, and the payment and
performance of all of the obligations of the Borrower under such Loan Agreement,
will be secured by a first mortgage and security interest in (i) a Facility and
all improvements thereon; (ii) all leases, rents, profits, royalties and income
and other benefits derived from the Facility; (iii) all right, title and
interest of a Borrower in and to all tangible personal property, whenever
acquired by the Borrower, which is located on or at the Facility and used solely
in connection therewith; (iv) all of the Borrower's interest in intangible
property related to the acquisition, ownership, leasing, construction,
operation, servicing or management of the Facility; and (v) all of the
Borrower's interest in claims or demands including those with respect to
Insurance Proceeds and Condemnation Proceeds of the whole or any part of the
Facility. Each Mortgage will be subordinate to the related Lease.

Each Mortgage will provide that the Borrower may transfer its interest in
the Facility prior to the completion of construction only with the consent of
the Trustee, or Collateral Trustee if applicable, as assignee of the Depositor.
Thereafter, if no default under the Mortgage has occurred and is continuing, and
subject to satisfying certain conditions set forth in the Mortgage, the Borrower
may transfer its interest in the Facility without the consent of the Trustee or
the Collateral Trustee.

Events of Default

An Event of Default under a Loan Agreement will also be an Event of Default
under the related Mortgage. In addition, any failure on the part of a Borrower
to perform any covenants or agreements contained in the related Mortgage which
are not cured within 30 days after notice thereof will constitute an Event of
Default under such Mortgage.

Remedies Upon Event of Default

Upon the occurrence of an Event of Default, the Trustee, or the Collateral
Trustee if applicable, may declare all obligations secured by a Mortgage to be
due and payable and thereafter, subject to the provisions of applicable state
law, the Trustee, or Collateral Trustee if applicable, may (i) enter upon and
take possession of the related Facility; (ii) commence an action to foreclose
the Mortgage; (iii) exercise any and all of the remedies available to a secured
party under applicable law; and (iv) apply to any court having jurisdiction to
appoint a receiver of the Facility or to specifically enforce any of the
covenants set forth in the Mortgage.

If the Trustee, or the Collateral Trustee if applicable, forecloses by
reason of the occurrence of an Event of Default prior to the completion of
construction of a Facility, the Tenant will, prior to the occurrence of a
Triggering Event, retain its right under the related Construction Fund
Disbursement Agreement and any Construction Fund Disbursement Agreement --
Common Area to complete construction of the Facility and Common Area. See "THE
LEASES, THE LEASE GUARANTIES AND RELATED DOCUMENTS -- Construction Fund
Disbursement Agreements."

If the Trustee, or Collateral Trustee if applicable, forecloses on a
Facility, it may not be able subsequently to exercise its rights under the
related Note Put Agreement if the Mortgage Note is deemed to have been
extinguished in or satisfied by the foreclosure proceeding. However, a
foreclosure will not affect the continuing

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rights and obligations of the Tenant under the Lease or of Kmart (if the Tenant
is a Subsidiary) under the Lease Guaranty.

THE ASSIGNMENTS OF LEASES AND RENTS

Pursuant to an Assignment of Leases and Rents, all Lease Payments due under
a related Lease will be assigned to the Trustee or Collateral Trustee, if
applicable. The Assignment of Leases and Rents will also give the Trustee or
Collateral Trustee the right, upon the occurrence of an Event of Default under
the related Loan Agreement, to exercise the rights and remedies of the related
Borrower as lessor under the Lease. Although each Assignment of Leases and Rents
will, by its terms, be a present assignment of the related Lease and Lease
Payments, it may, under the laws of certain states in which Facilities are
located, be deemed a collateral assignment. In such event, the rights of the
Trustee or Collateral Trustees thereunder may be exercisable only upon
completion of a foreclosure of the related Mortgage (possibly including the
expiration of any redemption period) or otherwise as permitted or required under
the laws of the applicable state.

THE NOTE PUT AGREEMENTS

The following summary describes certain provisions of the Note Put
Agreements to be entered into by and among Kmart, a Subsidiary (if it is a
Tenant) and the Depositor. The summary does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the provisions of
each Note Put Agreement, the form of which (in substantially the form in which
it will be used) has been filed as an exhibit to the Registration Statement of
which this Prospectus is a part.

Each Note Put Agreement will provide that, in the event (a) (i) a Tenant
fails to pay when due any Lease Payment within 10 days (or 30 days if the Tenant
is Kmart) after notice to the Tenant of such default and (ii) if the Tenant is a
Subsidiary, Kmart fails to pay any such Lease Payment within 30 days after
notice to Kmart of such Subsidiary's failure to do so (which notice may be given
concurrently with the corresponding notice to such Subsidiary), (b) completion
of construction of the Facility to be leased to the Tenant does not occur prior
to the Completion Date, or (c) if the Tenant is a Subsidiary, a Lease Guaranty
Termination occurs (each, a Triggering Event), the Trustee, or Collateral
Trustee if applicable, will have the right to require the Tenant, and in the
event of the Tenant's failure to do so when the Tenant is a Subsidiary, to
require Kmart to purchase the related Mortgage Note(s) in whole (but not in
part) at the Purchase Price. If a Triggering Event other than a Lease Guaranty
Termination occurs, the Trustee, at the written direction of the holders of
Certificates evidencing not less than a 66 2/3 Percentage Interest (which
direction must be given within 90 days after the giving by the Trustee to the
Certificateholders of a notice stating that such Triggering Event has occurred),
will exercise its rights under the Note Put Agreement. If the Triggering Event
is a Lease Guaranty Termination, the Trustee will exercise its rights under the
Note Put Agreement unless, within 30 days after notice by the Trustee to the
Certificateholders of the occurrence of such Lease Guaranty Termination, holders
of Certificates evidencing not less than a 66 2/3 Percentage Interest elect not
to exercise such rights. In cases where the Note Put Agreement is held in a
Collateral Trust, the 66 2/3 Percentage Interest required for the exercise of
such rights (or, in the case of a Lease Guaranty Termination, the election not
to exercise such rights) will be computed by reference to the outstanding
principal amount of all Mortgage Notes issued pursuant to the applicable Loan
Agreement.

The Purchase Price for a Mortgage Note pursuant to the Note Put Agreement
will be equal to (i) the outstanding principal balance of such Mortgage Note,
(ii) accrued interest thereon and (iii) the Make-Whole Premium related thereto,
or, in the case of a purchase of a Mortgage Note as a result of a Lease Guaranty
Termination, the lesser of the Make-Whole Premium and the Termination Premium.
Under the laws of certain states the enforceability of the obligation to pay
amounts similar to the Make-Whole Premium or the Termination Premium is unclear,
and there can be no assurance that the obligation to pay the Make-Whole Premium
or the Termination Premium will be enforceable upon the occurrence of a
Triggering Event.

In the event the Trustee, or the Collateral Trustee, if applicable,
exercises its rights under the related Note Put Agreement, the date of sale of
the Mortgage Note(s) will be not more than 35 Business Days after the Trustee,
or Collateral Trustee, receives direction to sell such Mortgage Note(s). The
Purchase Price will

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be deposited with the Trustee, or, if applicable, with the Collateral Trustee
which will transfer it to the related Pass-Through Trustees on the next Business
Day. Any Purchase Price received by a Trustee, or Collateral Trustee, pursuant
to the exercise of rights under a Note Put Agreement, less any expense incurred
by the Trustee, or Pass-Through Trustees and Collateral Trustee, if applicable,
will be distributed to Certificateholders within 30 days of receipt. See "THE
CERTIFICATES -- Other Distributions -- Distribution from Proceeds of Purchase of
Mortgage Note."

THE LEASES, THE LEASE GUARANTIES AND RELATED DOCUMENTS

The following summaries describe certain provisions of the Leases, the
Lease Guaranties, the Consent and Agreements, the Indemnity Agreements and the
Construction Fund Disbursement Agreements. The summaries do not purport to be
complete and are subject to, and qualified in their entirety by reference to the
provisions of, such documents, the forms of which (each in substantially the
form in which it will be used) have been filed as exhibits to the Registration
Statement of which this Prospectus is a part.

THE LEASES

General

Each Facility will be leased to a Tenant which will be either Kmart or a
Subsidiary. The obligations of a Subsidiary under a Lease will be guaranteed by
Kmart pursuant to a Lease Guaranty. The Leases will be assigned by the Borrower
to the Depositor pursuant to an Assignment of Leases and Rents and the Mortgage,
and the Depositor's rights under those documents will then be assigned to the
Trustee, or to the Collateral Trustee if applicable.

Term and Rental

Each Lease will have a primary term that, excluding renewal or extension
terms, will expire on or after the scheduled maturity of the related Mortgage
Note(s) unless terminated due to certain casualty, condemnation or bankruptcy
events. Lease Payments will be payable monthly and will be scheduled to be in
amounts sufficient to pay Scheduled Payments on the related Mortgage Note(s).
The term of each Lease and the obligation of the Tenant to make Lease Payments
will commence on the date specified in each Lease whether or not construction of
the Facility has been completed, the Tenant takes occupancy or accepts the
Facility as constructed.

Net Lease

The obligation of the Tenant under each Lease will, except with respect to
the cost of construction and certain environmental costs and liabilities, be
that of a lessee under a "net lease." The Tenant's obligation to pay rent under
each Lease will be absolute and unconditional and amounts payable by the Tenant
under each Lease will be paid as absolute net sums, without diminution for any
reason except for a permitted termination by the Tenant by reason of certain
casualty or condemnation events as described below (see "Condemnation and
Casualty"), a rejection of the Lease by a Borrower as lessor in a bankruptcy
proceeding if the Tenant is deprived of possession of the Facility by reason of
such rejection, certain Tenant bankruptcy events (see "CONSEQUENCES OF
BANKRUPTCY OF A TENANT OR A BORROWER") or an abatement of Lease Payments
following a condemnation which does not result in a Lease termination. The
Tenant will be obligated to pay all costs, including without limitation real
estate taxes and utilities, associated with the Facility, except for the costs
of construction and acquisition and certain environmental costs and liabilities.

Maintenance and Alterations

Each Lease will require the Tenant to make and pay for all maintenance,
replacement and repair necessary to keep the related Facility in a good state of
repair and tenantable condition. The Tenant may, at its own expense, from time
to time, make such additions or changes, structural or otherwise in and to the
Facility as it may deem necessary or suitable, which additions or changes (other
than a Tenant's trade fixtures) will

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become the property of the related Borrower. The Tenant may also, at its own
expense, at any time, erect or construct additional buildings, structures or
improvements, which will become a part of the Facility and subject to all
obligations under the Lease. Any alterations, additions or improvements will be
required to be made in a good and workmanlike manner and in compliance with
applicable law.

Use, Assignment and Subletting

Except as otherwise specified in the related Prospectus Supplement, each
Lease will generally provide that the related Facility may be used for any
lawful purpose. Each Lease will permit the Tenant to assign the Lease or sublet
the whole or any part of the related Facility without the consent of the
Borrower or the related Trustee, or Collateral Trustee if applicable, but in any
such case, the Tenant will remain primarily liable under the Lease, and Kmart,
if the Tenant is a Subsidiary, will remain liable under the Lease Guaranty. The
Tenant will not be required continuously to operate or occupy the Facility.

Insurance

Provided that the net worth of the Tenant or Kmart (if the Tenant is a
Subsidiary) exceeds $100,000,000, as determined in accordance with generally
accepted accounting principles consistently applied, the Tenant will be
permitted under each Lease to self-insure. If the Tenant elects not to, or is
not entitled to, self-insure, the Tenant will be required, at its own cost and
expense, to obtain and maintain insurance in the amounts and upon the terms and
conditions set forth in the Lease. All property insurance maintained by the
Tenant must be for 100% of the replacement value of the Facility, exclusive of
excavation costs.

Condemnation and Casualty

In the event that at any time during the term of a Lease the related
Facility is damaged or destroyed (partially or totally) by fire or other
casualty, the Lease will require that the Tenant, at its own expense, promptly
repair, rebuild and restore the Facility to the condition existing just prior to
such damage or destruction, or for the same use and purpose but in accordance
with such plans and specifications as are then generally in use by the Tenant
for the construction of the Tenant's stores and related structures; provided,
however, the repaired, rebuilt or replaced building has a value not less than
its fair market value immediately prior to such loss. Notwithstanding the
foregoing, each Lease will provide that if such damage or destruction takes
place within two years prior to the expiration date of the current term of the
Lease and if the cost of restoration exceeds 50% of the fair market value of the
Facility at the time such damage or destruction took place, the Tenant will have
the option to terminate the Lease as of the date such damage or destruction took
place by giving written notice to the Borrower within 30 days thereafter. After
such termination, the Tenant will have an additional 60 days, rent free, within
which to remove its property from the Facility. If the Tenant so terminates the
Lease and is carrying property insurance, all Insurance Proceeds will be paid to
the Trustee, or the Collateral Trustee if applicable. If the Facility is
self-insured and the Tenant terminates the Lease, the Tenant will pay the
Trustee, or the Collateral Trustee if applicable, an amount sufficient to
rebuild the Facility whether or not rebuilt.

In the event that all of a Facility is permanently expropriated, the
related Lease will automatically terminate. If (i) the points of ingress and
egress to public roadways are materially impaired by a permanent expropriation
by a public or quasi-public authority (with no reasonable replacement points of
ingress and egress) so as to render the Facility unsuitable for its intended
use, or (ii) less than the whole, but more than 10%, or such other greater
percentage as may be specified in the Prospectus Supplement, of the square
footage of the building or land constituting the Facility is permanently
expropriated by public or quasi-public authority, the Tenant will have the
option to terminate the related Lease as of the date of such permanent
expropriation.

In the event a Lease is terminated because of casualty loss or
condemnation, the only source of funds to prepay the related Mortgage Note(s) is
likely to be the Insurance Proceeds or Condemnation Proceeds, respectively, and
any amounts that could be realized from the liquidation of the related Mortgaged
Property.

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There can be no assurance that such amounts would be sufficient to pay the
Purchase Price of the related Mortgage Note(s).

In the event of an expropriation of a portion of a Facility under
circumstances where the Lease is not terminated, the Lease will continue as to
the portion of the Facility which has not been expropriated or taken. If the
floor area of the Facility is reduced as a result of such expropriation, Lease
Payments will be proportionately reduced to reflect such reduction. The Tenant
will be required, at its sole cost and expense, promptly to restore the Facility
as nearly as practicable to the condition existing prior to such expropriation,
or for the same use and purpose but in accordance with such plans and
specifications as are then generally in use by the Tenant for the construction
of the Tenant's stores and related structures. All Condemnation Proceeds will be
paid over to the Tenant for restoration, and restoration costs in excess of the
Condemnation Proceeds will be paid by the Tenant. Any Condemnation Proceeds in
excess of restoration costs will be paid to the Trustee, or the Collateral
Trustee if applicable, as assignee of the Depositor and will be applied against
amounts outstanding under the related Mortgage Note(s). See "THE CERTIFICATES --
Other Distributions -- Distribution Due to Casualty or Condemnation" and "THE
MORTGAGE NOTES AND THE LOAN AGREEMENTS -- Prepayments -- Mandatory Prepayments."

Borrower Bankruptcy

If a Borrower is in bankruptcy and rejects the related Lease, the related
Consent and Agreement will require the related Tenant to elect under Section
365(h) of the Bankruptcy Code to remain in possession of the Facility for the
remaining term of such Lease. However, if, notwithstanding such election, the
Tenant is deprived of possession of the Facility as a result of such Borrower's
rejection of the Lease in the bankruptcy proceeding, such Tenant and Kmart (if
the Tenant is a Subsidiary) will have no further obligations under such Lease,
the related Lease Guaranty or the related Note Put Agreement.

Remedies Upon Event of Default

Each Lease will provide that in the case of nonpayment of rent, if the
Tenant is in default for a period of 10 days after notice to the Tenant, and (if
the Tenant is a Subsidiary) Kmart is in default under the related Lease Guaranty
for 30 days after written notice to Kmart, then the Borrower, as lessor under
the Lease, with the consent of the Trustee, or Collateral Trustee if applicable,
may by giving notice to the Tenant at any time thereafter during the continuance
of such default either terminate the Lease, or reenter the related Facility by
summary proceedings or otherwise, and, in either case, expel the Tenant and
remove all property therefrom, relet the Facility at the best possible rent
readily attainable and receive the rent from the Facility; provided, however
that the Tenant and, if the Tenant is a Subsidiary, Kmart, as guarantor under
the Lease Guaranty, will remain liable for any and all deficiencies in Lease
Payments. The Lease by its terms gives neither the Borrower, as lessor under the
Lease, nor the Trustee (or Collateral Trustee, if applicable) as assignee of the
Borrower's rights under the Lease, any right to collect such deficiencies on an
accelerated basis. The Borrower (or the Trustee or Collateral Trustee) must
instead proceed against the Tenant for such deficiencies as and when they become
due. However, in the event of a payment default under the Lease and a default
under the related Lease Guaranty, the Trustee or Collateral Trustee, if
applicable, will be entitled, if such defaults are not cured within the period
specified in the Note Put Agreement, to exercise its rights under the Note Put
Agreement. See "THE NOTE PUT AGREEMENTS." Neither the Borrower nor the Trustee
(or Collateral Trustee, if applicable) have the right to terminate the Lease by
reason of non-monetary defaults by the Tenant; however, the Borrower will, in
the event of any such default, be entitled to bring an action against the Tenant
for damages or injunctive relief.

Indemnification

Each Lease will contain provisions obligating the Tenant to indemnify the
related Borrower and the Trustee, or the Collateral Trustee if applicable, as
assignee of the Depositor against any liability for damage to property or
injuries sustained by any person within the Facility prior to or during the term
of the Lease, except for liabilities arising from the Borrower's negligence.
Each Lease and the related Consent and Agreement will further contain provisions
obligating the Tenant to indemnify the Borrower, the Depositor and the Trustee,
or

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the Collateral Trustee if applicable, and to provide insurance, against
liabilities caused by the Tenant, its employees or agents during the Tenant's
occupancy of the Facility (although not during any construction at the Facility
by the Tenant prior to its taking occupancy) and arising out of the release,
use, storage, treatment, transportation, transfer, manufacture, refinement,
handling, production, disposal or threatened release of hazardous materials or
related violations of environmental laws.

The Borrower will be required under the Lease to indemnify the Tenant
against environmental liabilities which are not caused by the Tenant, its
employees or agents. If the Borrower incurs any liability under its indemnity in
favor of the Tenant, or any liability to a third party by reason of any
environmental condition as to which the Tenant has not given its indemnity, the
Borrower will in all likelihood not have any assets (other than the Facility) in
order to satisfy such liability (although, under the Lease, the Tenant will have
no recourse against the Borrower until the earlier of the expiration of the
initial term of the Lease or the payment in full of the related Mortgage
Note(s)). In addition, if the Trustee or Collateral Trustee, if applicable,
becomes the owner of a Borrower's interest in a Facility as the result of a
foreclosure, it may become subject to liability for environmental costs and
liabilities as to which it has not been indemnified by the Tenant or, if the
Tenant is a Subsidiary, by Kmart pursuant to the related Lease Guaranty. It will
be a condition to the making of each Mortgage Loan that the Depositor obtain or
cause to be obtained a phase I environmental audit of the related Facility
satisfactory to the Depositor and such further information or studies as the
Depositor deems necessary. In addition, the Loan Documents will require the
maintenance of insurance against environmental liabilities, although there can
be no assurance that such insurance will cover all environmental risks or that
such insurance will remain available at all times. The Tenant will pay premiums
for such environmental liability insurance pursuant to the Consent and
Agreement.

THE LEASE GUARANTY AGREEMENTS

General

If the Tenant is a Subsidiary, Kmart will enter into a Lease Guaranty
Agreement ("Lease Guaranty") with a Borrower with respect to the related
Facility. The Lease Guaranty will be assigned by the Borrower to the Depositor
pursuant to an Assignment of Leases and Rents and the Mortgage, and the
Depositor's rights under those documents then will be assigned to the Trustee,
or to the Collateral Trustee if applicable.

The Lease Guaranty

Pursuant to the terms of each Lease Guaranty, Kmart will absolutely and
unconditionally guarantee to a Borrower the full and punctual payment,
performance and observance by the related Subsidiary of all of the terms,
conditions, covenants and obligations to be performed and observed by the
Subsidiary under the related Lease. Except for the right of Kmart and the
Subsidiary to terminate the Lease Guaranty in certain circumstances described
below, the liability of Kmart under the Lease Guaranty will be irrevocable,
continuing, absolute, independent and unconditional except that Kmart will be
relieved of any liability under the Lease Guaranty if the Lease is rejected and
terminated by a trustee or debtor-in-possession in the Borrower's bankruptcy
proceeding and, as a result, the Subsidiary has been deprived of its possessory
rights pursuant to the Lease. Kmart will also be relieved of liability under the
Lease Guaranty if the Lease is terminated by the Subsidiary in the event of a
condemnation or casualty.

Termination

Kmart or a Subsidiary may terminate Kmart's obligations under a Lease
Guaranty if (i) the related Subsidiary achieves Investment Grade Status without
regard to Kmart's credit rating, (ii) the related Lease is assigned to a third
party (a) which has achieved or achieves Investment Grade Status or (b) an
affiliate of which has achieved or achieves Investment Grade Status and such
affiliate delivers to the Trustee, or the Collateral Trustee if applicable, a
new lease guaranty agreement with substantially the same terms as the Lease
Guaranty, or (iii) more than 50% of the issued and outstanding stock of the
Subsidiary is acquired by a third party and such third party, or an affiliate
thereof, has achieved or achieves Investment Grade Status and such third party
or affiliate delivers to the Trustee, or the Collateral Trustee if applicable, a
new lease guaranty

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agreement with substantially the same terms as the Lease Guaranty. In the case
of a termination of a Lease Guaranty in connection with an assignment of the
Lease or the delivery of a new lease guaranty, the third party assignee or the
new guarantor will be required to deliver to the Trustee, or the Collateral
Trustee if applicable, a new note put agreement with substantially the same
terms as the Note Put Agreement. For purposes of the Lease Guaranty, an entity
will have achieved "Investment Grade Status" if the senior debt of such entity
will have been rated at least Standard & Poor's rating of BBB- or Moody's rating
of Baa3 for the immediately preceding twelve month period. The exercise by Kmart
or a Subsidiary of the right to terminate a Lease Guaranty is a Triggering Event
under the related Note Put Agreement. See "THE NOTE PUT AGREEMENTS."

THE CONSENT AND AGREEMENTS

Each Consent and Agreement will provide that Kmart, the related Tenant if
it is a Subsidiary and the related Borrower consent to the Depositor's sale,
conveyance, transfer and absolute assignment of all of its right, title and
interest in the related Loan Documents and Lease to the Trustee, or the
Collateral Trustee if applicable. Each Consent and Agreement will further
provide that all Lease Payments will be paid directly to the Trustee, or the
Collateral Trustee if applicable, for the benefit of the Borrower and that such
payment will constitute payment to the Borrower in accordance with the Lease.
Each Consent and Agreement will also provide that the Tenant will pay the annual
Trustee's Fee and the Collateral Trustee's Fee, if applicable, and premiums for
environmental liability insurance. Kmart, the Tenant (if it is a Subsidiary),
the Borrower and the Depositor will acknowledge and agree that the Trustee, or
the Collateral Trustee if applicable, will have the sole right to pursue any
claim for Lease Payments and, subject to the rights of the Tenant and Kmart (if
the Tenant is a Subsidiary) under the related Construction Fund Disbursement
Agreement and any Construction Fund Disbursement Agreement -- Common Area, to
perform all other necessary and appropriate acts to protect and preserve any
right, title and interest of the Trustee, or the Collateral Trustee if
applicable, Borrower and Depositor in and to the Loan Documents. Each Consent
and Agreement will provide that without the prior consent of the Trustee or
Collateral Trustee, if applicable, the Borrower will not modify the Lease,
except with respect to modifications that do not reduce Lease Payments, alter
the initial term of the Lease, add to the Borrower's covenants under the Lease
or limit the obligations of the Tenant under the Lease. Each Consent and
Agreement will also provide that no amendment to the Loan Agreement, the
Mortgage Notes or the Loan Documents may be made without the prior consent of
the Tenant and, if the Tenant is a Subsidiary, Kmart, unless a monetary default
exists under the lease.

THE INDEMNITY AGREEMENTS

If the Tenant is a Subsidiary, Kmart will enter into an Indemnity Agreement
pursuant to which Kmart will indemnify the Trustee, or the Collateral Trustee if
applicable, in the event any Lease Payments made to such Trustee or Collateral
Trustee by such Subsidiary pursuant to the related Lease or by Kmart pursuant to
the related Lease Guaranty are asserted to be voidable under the Bankruptcy
Code, whether by preference or otherwise, in a proceeding in a bankruptcy case
filed by or against such Subsidiary.

THE CONSTRUCTION FUND DISBURSEMENT AGREEMENTS

General

In those cases where Mortgage Loan proceeds are being used in whole or in
part to construct a Facility, the related Borrower will be obligated under its
Lease with the related Tenant to construct the Facility in accordance with the
provisions of the Lease. The obligation of such Tenant to make Lease Payments
will commence on the date specified in the Lease whether or not the Facility is
completed, the Tenant takes occupancy, or the Tenant accepts the improvements as
constructed. In addition, the Tenant and, if the Tenant is a Subsidiary, Kmart
will be obligated under the related Note Put Agreement to purchase the related
Mortgage Note(s) in the event construction of the Facility is not completed on
or before the Completion Date. In an effort to provide assurance to the Tenant
that each such Facility will be developed and constructed in a timely manner in
accordance with the plans and specifications referred to in the related Loan
Agreement, the Depositor, the related Tenant, the related Borrower, Kmart (if
the Tenant is a Subsidiary), an Escrow

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Agent and, in some cases, a Construction Monitor engaged at the request of the
Tenant will enter into a Construction Fund Disbursement Agreement which will
provide that the proceeds of the Mortgage Loan being used for the construction
of the Facility will be deposited in an Escrow Account and disbursed to the
Borrower upon approval by the Tenant. It will also provide for certain remedies
in favor of the Tenant and Kmart, including the right to foreclose on a second
mortgage on the Facility given by the Borrower to the Tenant and the right to
acquire the Facility pursuant to an option granted by the Borrower to the
Tenant, in the event of a default by the Borrower in the performance of its
obligations under the related Lease to construct the Facility in accordance with
such Lease and the Construction Fund Disbursement Agreement.

If a portion of the proceeds from more than one Mortgage Loan will be used
to construct a Common Area to be used by the Tenants leasing the Facilities to
be constructed with the balance of such Mortgage Loans, then, in addition to the
previously described Construction Funds Disbursement Agreement, there will be a
Construction Fund Disbursement Agreement -- Common Area among the Depositor, the
related Borrowers, an Escrow Agent, such Tenants, Kmart (if any of the Tenants
are Subsidiaries) and a Construction Monitor, if applicable. Such Construction
Fund Disbursement Agreement -- Common Area will provide that the proceeds from
such Mortgage Loans which will be used for the construction of such Common Area
will be deposited in an Escrow Account -- Common Area and disbursed upon
approval by the applicable Tenants. It will also provide for certain remedies in
favor of such Tenants and Kmart (if any of the Tenants are Subsidiaries) in the
event of the default by the related Borrowers in the performance of their
obligations to construct such Common Area.

Prior to a Triggering Event under the related Note Put Agreement, neither
the Depositor, the Trustee, nor the Collateral Trustee, if applicable, will have
any rights with respect to the disbursement of Mortgage Loan proceeds used in
the construction of the related Facility and, if applicable, the related Common
Area. In addition, in the event the Trustee or Collateral Trustee forecloses on
a related Facility, it will do so subject to the right of the related Tenant or
Tenants to control disbursements from the Escrow Account and, if applicable, the
Escrow Account -- Common Area and to complete construction of the Facility and
the Common Area, if any.

Remedies Upon Default Under Lease

Upon the occurrence of a default by a Borrower in the performance of its
obligation in favor of the related Tenant under the Lease and prior to the
occurrence of a Triggering Event, such Tenant may, in addition to any remedies
it may have at law or in equity, (i) within the first three (3) years of the
term of the Mortgage Loan, foreclose on the second mortgage on the Facility
given by the Borrower to the Tenant or, at any time prior to completion of
construction acquire the Facility pursuant to the option granted by the Borrower
to the Tenant, and (ii) if Borrower's default is related to construction of the
Facility, (x) cease approving disbursements to a Borrower from the Escrow
Account, (y) exercise its rights under the license granted to the Tenant under
the Construction Fund Disbursement Agreement to complete the construction of the
Facility if the Borrower fails to do so, or (z) specifically enforce the
Borrower's obligations to complete the work. However, the Tenant will not have
the right, prior to the earlier of the payment in full of the related Mortgage
Note(s) or the expiration of the initial term of the Lease, to withhold Lease
Payments, terminate the Lease, or recover monetary damages by reason of the
Borrower's default under the Lease, including Borrower's failure to complete the
Facility.

THE BORROWERS

Each Borrower will be a special purpose corporation, limited partnership,
limited liability company or other entity that will not be permitted to have any
significant assets or sources of funds other than the Mortgage Loan made to such
Borrower and the Facility owned or leased by such Borrower and leased or
subleased to a Tenant. No Borrower will receive the proceeds of or be a party to
more than one Loan Agreement, and no Borrower will own or lease more than one
Facility. No Borrower will be an affiliate of Kmart, any Subsidiary, the
Depositor, the Trustee or the Collateral Trustee.

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CONSEQUENCES OF BANKRUPTCY OF A TENANT
OR A BORROWER

In the event a bankruptcy case is commenced by or against a Tenant, such
Tenant, as a debtor-in-possession, or its trustee in bankruptcy would have the
right, subject to bankruptcy court approval, to assume or reject any Lease. If
such Tenant were to reject a Lease its payments thereunder would terminate,
thereby leaving the related Borrower without cash flow to make payments on the
related Mortgage Note(s). In addition, under Section 502(b)(6) of the Bankruptcy
Code, any unsecured claim of the Trustee or the Collateral Trustee, as the case
may be, for termination damages would be limited to an amount equal to the rent
reserved under such Lease, without acceleration, for the greater of one year or
15 percent (not to exceed three years) of the remaining term of such Lease (plus
rent already due but unpaid as of the commencement date of the bankruptcy
proceeding). Therefore, if such Tenant were to reject the Lease, the damages
that could be claimed for rejection, even assuming full recovery on such claims
(which may not occur), would, in all likelihood, not be sufficient to repay the
related Mortgage Note(s). Subject to bankruptcy court approval, such Tenant, as
a debtor-in-possession, or its trustee, would also have the right, in lieu of
rejecting the Lease, to assume and to assign all of its rights and obligations
under the Lease provided, among other requirements, adequate assurance of future
performance by the assignee were provided.

It is possible that a bankruptcy court could characterize the transactions
described herein not as a lease that may be rejected, but instead as a secured
loan to the bankrupt Tenant. In such event, the Borrower, as a secured creditor,
would be prohibited by operation of the automatic stay contained in Section
362(a) of the Bankruptcy Code from taking any action against the Tenant or its
property without bankruptcy court approval. In addition, the Tenant may be
permitted to use or, under certain circumstances, sell the related Facility,
together with any other property securing the Tenant's obligations to the
Borrower, over the objection of the Trustee or the Collateral Trustee. Finally,
as a secured creditor of the Tenant, the Borrower may be required to accept
restructured payments under a Chapter 11 plan filed by the Tenant provided that
it satisfies certain plan confirmation requirements set forth in the Bankruptcy
Code. The occurrence of any of these events would have a material adverse effect
on the Certificateholders.

In the event of bankruptcy proceedings instituted by or against a
Subsidiary that is a Tenant, Kmart would continue to be obligated under the
Lease Guaranty for the payment of the Subsidiary's obligations under the Lease,
even if the Lease were rejected in bankruptcy, and would continue to be
obligated under the Note Put Agreement to purchase the related Mortgage Note(s)
if a Triggering Event occurred. See "THE LEASES, THE LEASE GUARANTIES AND
RELATED DOCUMENTS" and "THE NOTE PUT AGREEMENTS."

Although Lease Payments under each Lease will be scheduled to be sufficient
to pay Scheduled Payments under the related Mortgage Notes, and although the
Tenant under each Lease will be required to pay substantially all of the
expenses relating to the Facility, each Borrower will incur certain obligations
which will not be passed on to the Tenant under the Lease. The most significant
of these obligations will consist of agreements to compensate contractors,
architects and other third parties in connection with the construction of the
Facility, to pay certain environmental liabilities for which the Tenant is not
responsible under the Lease, and to pay any Make-Whole Premium in connection
with the prepayment of the related Mortgage Note(s). It is also possible that
the Borrower will, in violation of the Loan Documents, incur obligations which
are unrelated to the Facility. If the cost of completing the Facility exceeds
the amount of Mortgage Loan proceeds available to the Borrower, or if the
Borrower otherwise lacks the funds to pay obligations which are not required to
be paid by the Tenant under the Lease, it is possible that a bankruptcy petition
may be filed by or against the Borrower even in the absence of a default by the
Tenant in its obligations under the Lease. In such event, the Borrower may
benefit from various powers and remedies available to debtors-in-possession
under the Bankruptcy Code. Although the outcome of a bankruptcy case involving
the Borrower is difficult to predict, events may transpire in the case that may
adversely affect the interests of the Certificateholders. For example, upon the
filing of its bankruptcy petition, the Borrower would enjoy the protection of
the automatic stay that would prohibit the Trustee or the Collateral Trustee, as
the case may be, from taking any action against the Borrower or its property,
including foreclosing upon the related Facility and collecting the Lease
Payments directly. In order to take such action, the Trustee or the Collateral
Trustee, as the case may be,

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would be required to obtain permission from the bankruptcy court by satisfying
certain requirements set forth in Section 362(d) of the Bankruptcy Code for
obtaining relief from the stay. In addition, the Borrower may be able to use the
Collateral, including the funds in the Capitalized Debt Service Account, the
Rental Payment Account, the Certificate Account and the Mortgage Note Account,
without the consent of the Trustee or the Collateral Trustee, if the Borrower
obtains bankruptcy court approval and provides such parties with adequate
protection (which adequate protection may take the form of a replacement lien,
substitute collateral or periodic cash payments). The Borrower may also have
access to the funds in the Escrow Account established under the Construction
Fund Disbursement Agreement or in the Escrow Account -- Common Area established
under the Construction Fund Disbursement Agreement -- Common Area. So long as
Lease Payments are made in accordance with the terms of the Lease or, if
applicable, the related Lease Guaranty or as otherwise ordered by the bankruptcy
court, the Trustee, or Collateral Trustee if applicable, would in no event have
any right to proceed against the Tenant or (if the Tenant is a Subsidiary) Kmart
under such Lease, such Lease Guaranty or the related Note Put Agreement.

It is also possible that the secured claims of the Trustee or the
Collateral Trustee, as the case may be, may receive economically unfavorable
treatment under the Borrower's Chapter 11 plan. For example, in the event that
it is determined that the value of the Collateral is less than the indebtedness
evidenced by the Mortgage Note(s), there may be no entitlement to receive
interest that accrued on the Mortgage Note(s) after the filing of the Borrower's
petition. In addition, if the Borrower were unable to satisfy all of the
requirements of Section 1129(a) of the Bankruptcy Code to confirm a consensual
Chapter 11 plan, the Borrower might attempt to restructure the secured claims of
the Trustee or the Collateral Trustee over its objections by invoking the
"cramdown" provisions of Section 1129(b). In such event Certificateholders may
be required, for example, to accept deferred payments in respect to the
Certificates over a longer period of time than the original term of the Mortgage
Notes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

GENERAL

The following is a general discussion of the anticipated federal income tax
consequences of the purchase, ownership and disposition of Certificates. The
summary is based upon laws, regulations, rulings and decisions now in effect,
all of which are subject to change or possibly differing interpretations. The
discussion below does not purport to deal with federal income tax consequences
applicable to all categories of investors, such as foreign persons or tax exempt
entities, some of which may be subject to special rules. Investors should
consult their own tax advisors in determining the federal, state, local and any
other tax consequences to them of the purchase, ownership and disposition of the
Certificates.

Unless otherwise specified in the Prospectus Supplement for a Series of
Certificates, it is intended that each Trust will be classified for federal
income tax purposes as a grantor trust and that each Trust and any Collateral
Trust will not be classified as an association taxable as a corporation. For
each Series, Squire, Sanders & Dempsey, counsel to the Depositor, will deliver a
separate opinion to that general effect.

In rendering its opinion for each Series that each Trust will be classified
as a grantor trust, counsel will have considered whether two or more Trusts
holding separate Mortgage Notes from (i) the same obligor with respect to the
same Facility or (ii) different obligors with respect to different Facilities,
to the extent those facts are present, could be recharacterized as a "taxable
mortgage pool" or as a single grantor trust with impermissible multiple classes
of ownership, each of which is treated as a corporation for federal income tax
purposes. Generally, an entity is classified as a "taxable mortgage pool" only
if, among other requirements, the entity is the obligor on debt obligations (or
equity interests treated as debt obligations) with two or more maturities.
Similarly, if certificates in a single grantor trust have different maturities,
it would have multiple classes of ownership. However, under Treasury
Regulations, such multiple classes are permissible if the trust was formed to
facilitate direct investment in the assets of the trust, and the existence of
multiple classes of ownership interests is incidental to that purpose. Because
each Trust will generally issue only one class of beneficial ownership interest
having only one maturity date, such Trust could be treated as a "taxable

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mortgage pool" or as a single grantor trust with potentially impermissible
multiple classes of ownership only if such Trust is integrated with one or more
other Trusts, or if the Trusts serve to recast the manner in which principal and
interest on the debt obligations held therein are paid to Certificateholders.
While there is no authority directly on point, each Trust should be respected as
a separate entity because (i) each Trust will own separate assets in the form of
100 percent interests in separate Mortgage Notes issued directly by the obligors
thereof to such Trusts, which Mortgage Notes will not be secured by other debt
obligations, (ii) each Trust will issue a separate Series of Certificates to a
substantially separate set of Beneficial Owners, and (iii) each Trust will have
independent economic substance, in that the Trusts serve primarily to facilitate
the offering of fractional undivided participation interests in one or more
separate Mortgage Notes without recasting the interest and principal payments
thereon. Moreover, even if two or more Trusts were integrated (e.g., Trusts
holding Mortgage Notes with different maturities issued by the same obligor with
respect to the same Facility were treated as a single Trust), the integrated
single Trust will not alter the payment terms of the Mortgage Notes held;
rather, Beneficial Owners will have a fractional undivided interest in all of
the principal and interest payments received by the Trusts with respect to only
one or the other Mortgage Note (or groups of Mortgage Notes having the same
maturity). Accordingly, because the integrated single Trust would serve merely
to facilitate investment in assets that might have been separately invested in,
it should not be treated as having impermissible multiple classes of ownership.
Finally, pursuant to proposed regulations under the taxable mortgage pool
provisions, an ownership interest in an entity that is classified as an
investment trust will not be treated as a debt obligation of the trust.
Accordingly, if such proposed regulations are ultimately adopted, assuming that
the Trusts qualify as trusts under the analysis set forth above, they should not
be subject to taxable mortgage pool treatment.

Each Beneficial Owner will be treated as the owner of a pro rata fractional
undivided interest in the related Trust Property. Each Beneficial Owner, in
accordance with its method of accounting, will be required to report on its
federal income tax return its pro rata share of the interest and other income
from any Mortgage Note or other property held in the related Trust and may
deduct its pro rata share of the deductible expenses of the related Trust, at
the same time and to the same extent as if it held directly a pro rata interest
in the Trust Property and received and paid directly the amounts received by the
Trust. A Beneficial Owner who is an individual, trust or estate will be allowed
a deduction for certain itemized deductions subject to certain limitations in
the Code.

Collateral Trusts will be viewed as mere security arrangements and not as
separate entities for federal income tax purposes.

Market Discount

A purchaser of a Certificate of any Series will be treated as purchasing an
interest in any Mortgage Note and other Trust Property in the related Trust at a
price determined by allocating the purchase price paid for the Certificate among
such Mortgage Note and other Trust Property in proportion to their respective
fair market values at the time of purchase of the Certificate. To the extent
that the portion of the purchase price of a Certificate allocated to a Mortgage
Note is less than the portion of the principal balance of the Mortgage Note
allocable to the Certificate, that interest in the Mortgage Note will be deemed
to have been acquired with discount. It is not anticipated that the Mortgage
Notes will have "original issue discount" because the purchase price of a
Certificate of any Series, as well as the portion of such purchase price
allocable to the related Mortgage Note, are expected to exceed the principal
amount of such related Mortgage Note. A Beneficial Owner may have market
discount if it purchases a Certificate subsequent to the origination of the
respective Trust and the remaining principal amount of the Mortgage Note
allocable to the Certificate exceeds the Beneficial Owner's tax basis allocable
to such Mortgage Note, unless the excess does not exceed a prescribed de minimis
amount. In the event such excess exceeds the de minimis amount, the Beneficial
Owner will be subject to the market discount rules of sections 1276 to 1278 of
the Code with regard to its interest in the Mortgage Note, with the result that
actual or deemed receipts of principal on a Mortgage Note may be treated as the
receipt of taxable interest income to the extent of accrued market discount. In
particular, in the case of a sale or certain other dispositions of a Mortgage
Note subject to the market discount rules, any gain from such sale or
disposition will be treated as ordinary income to the extent such payment does
not exceed

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the market discount that has accrued on such Mortgage Note during the period in
which it was held. A partial principal payment on a Mortgage Note subject to the
market discount rules will be included in gross income as ordinary income to the
extent such payment does not exceed the market discount that has accrued on such
Mortgage Note during the period in which it was held, with adjustments to
prevent double inclusion.

Generally, market discount accrues under a straight line method, unless the
taxpayer elects a constant interest method. However, in the case of installment
obligations, such as the Mortgage Notes, Congress has indicated its intent that,
until Treasury regulations are issued, holders of installment obligations with
market discount may elect to accrue market discount either on the basis of a
constant interest rate or, assuming the installment obligation was issued
without original issue discount, on the basis of that portion of remaining
market discount which corresponds to the ratio of the amount of stated interest
paid in the accrual period to the total amount of stated interest remaining to
be paid on the installment obligation as of the beginning of such period. Rules
are also provided that defer the deduction of part or all of the interest paid
or accrued on indebtedness incurred or continued to purchase or carry market
discount indebtedness to the extent it exceeds the interest currently includable
in income with respect to such market discount indebtedness. As an alternative
to the rules stated in this section, taxpayers can elect to include market
discount in gross income currently, without regard to the actual or deemed
receipt of principal payments, as discussed above.

A Beneficial Owner purchasing Certificates subsequent to the creation of
the respective Trust at a price which is less than the allocable principal
amount of a Mortgage Note should consult its tax advisor with respect to the
manner of reporting accrued market discount on its annual tax return and on sale
or other disposition of its Certificates.

Premium

A Beneficial Owner will generally be considered to have acquired an
interest in a Mortgage Note at a premium to the extent that its tax basis
allocable to such interest, determined as described above, exceeds the principal
amount of the Mortgage Note allocable to such interest (or the remaining
principal amount of the Mortgage Note allocable to such interest in the case of
Certificates purchased subsequent to the creation of the respective Trust). It
is anticipated that Certificates will be issued at a premium above the principal
amount of the Mortgage Notes because the aggregate principal amount of the
Certificates evidencing interests in each Trust will be equal to the aggregate
principal amount of the Mortgage Notes held in such Trust plus costs of issuance
of the Certificates (see "THE MORTGAGE NOTES, THE LOAN AGREEMENTS AND RELATED
DOCUMENTS -- Scheduled Payments"). As a result, initial purchasers of
Certificates will be required to include in taxable income the stated interest
on the underlying Mortgage Notes, net of premium amortization, calculated as
described herein, rather than the stated interest on the Certificates. The
existence of a premium with respect to Certificates acquired subsequent to
original issuance is, of course, a function of market conditions. A Beneficial
Owner owning a Certificate as a capital asset may elect to amortize any such
premium as an offset to interest income under section 171 of the Code, with
corresponding reductions in the Beneficial Owner's tax basis in that Mortgage
Note. Generally, such amortization is on a constant yield basis, based on the
Beneficial Owner's yield to maturity. However, Congress has indicated its intent
that, until regulations are issued by the Treasury Department, an alternate
method of amortization may be used where, as here, installment obligations are
involved. Such alternate method is based on the ratio of stated interest paid
during a particular period to stated interest remaining to be paid on the
Mortgage Note at the beginning of such period, multiplied by the amount of
unamortized premium. Beneficial Owners are urged to consult their own tax
advisors as to the amount of any such amortizable premium.

Sale of Certificates

If a Certificate is sold, gain or loss will be recognized equal to the
difference between the amount realized on the sale and the Beneficial Owner's
adjusted tax basis in the Certificate. Such tax basis will equal the Beneficial
Owner's cost for the Certificate, increased by any discount previously included
in income, and decreased by any deduction previously allowed for amortization of
premium and by the amount of principal payments previously received on the
Certificate. Any such gain or loss will be capital gain or loss if the

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Certificate was held as a capital asset for more than one year, except that gain
may be treated in whole or in part as ordinary interest income under the market
discount rules of the Code.

Backup Withholding

Payments made on the Certificates, and proceeds from the sale of the
Certificates to or through certain brokers, may be subject to a "backup"
withholding tax of 31% unless the Beneficial Owner complies with certain
reporting procedures or is an exempt recipient under section 6049(b)(4) of the
Code. Any such withheld amounts will be allowed as a credit against the
Beneficial Owner's federal income tax.

STATE AND LOCAL TAX CONSIDERATIONS

In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
and local income tax consequences of the acquisition, ownership and disposition
of the Certificates. State and local income tax law may differ substantially
from the corresponding federal law, and this discussion does not purport to
describe any aspect of the income tax law of any state or other political
subdivision. Therefore, potential investors should consult their own tax
advisors with respect to the various state and local consequences of an
investment in the Certificates.

ERISA CONSIDERATIONS

In considering an investment of the assets of an employee benefit plan in a
Certificate, a fiduciary should consider, among other things (i) the purposes,
requirements and liquidity needs of such plan; (ii) the plan asset rules under
ERISA and the U.S. Department of Labor regulations; (iii) whether the investment
satisfies the diversification standards of Section 404(a)(1)(C) of ERISA, (iv)
whether the investment is prudent, considering the nature of an investment in
the Certificate; and (v) whether the investment can be valued annually. The
prudence of a particular investment must be determined by the responsible
fiduciary (usually the trustee or investment manager) with respect to each
employee benefit plan taking into account all of the facts and circumstances of
the investment.

Section 406 of ERISA and Section 4975 of the Code prohibit certain pension,
profit sharing or other employee benefit plans, individual retirement accounts
("IRAs") or annuity and employee annuity plans from engaging in certain
transactions involving "plan assets" with persons that are "parties in interest"
under ERISA or "disqualified persons" under the Code with respect to the plan. A
violation of these "prohibited transaction" rules may generate excise tax and
other liabilities under ERISA and the Code for such persons.

The U.S. Department of Labor has issued a regulation (the "Plan Asset
Regulation") concerning "plan assets" of certain employee benefit plans
(including annuities and individual retirement accounts) that are subject to
ERISA or to the prohibited transaction provisions of the Code (collectively
referred to as "Benefit Plans"). Under the Plan Asset Regulation the assets and
properties of corporations, partnerships and certain other entities in which a
Benefit Plan makes an equity investment could be deemed to be assets of the
Benefit Plan in certain circumstances.

In general, the Plan Asset Regulation applies to the purchase by a Benefit
Plan of an "equity interest" in an entity. An equity interest is defined as any
interest in an entity other than an instrument that is treated as debt under
applicable local law and which has no substantial equity features. Although no
assurance can be given that the Certificates will be treated as debt under
applicable law, if the Certificates are deemed to be debt rather than equity
interests, the Trust's assets would not be treated as plan assets solely as a
result of the purchase of a Certificate by a Benefit Plan.

If the Certificates represent equity interests, however, and investments
are made in a Trust by Benefit Plans, the Trust could be deemed to hold plan
assets unless an exception is applicable to the Trust. The Plan Asset Regulation
states that an entity's assets will not be deemed to be plan assets if equity
participation in the entity by "benefit plan investors" is not significant.
Benefit plan investors include employee welfare benefit

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plans and employee pension benefit plans that are employee benefit plans as
defined pursuant to Section 3(3) of ERISA, trusts described in Section 401(a) of
the Code or plans described in Section 403(a) of the Code, which are exempt from
tax under Section 501(a) of the Code, IRAs under Section 408 of the Code and any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity. Equity participation in an entity by benefit plan
investors is not significant on any date if, immediately after the most recent
acquisition of any equity interest in the entity, less than 25% of the value of
any class of equity interests in the entity is held by benefit plan investors.

If an exception is not applicable, then (i) the prudence standards and
other provisions of Part 4 of Title I of ERISA applicable to investments by
Benefit Plans (other than IRAs) and their fiduciaries would extend to
investments of the Trust; (ii) fiduciaries of Benefit Plans that are subject to
ERISA could be liable for investments of the Trust that do not conform to such
ERISA standards; (iii) certain transactions that may be entered into between or
among the Depositor, the Trustee, the Collateral Trustee, Kmart, or a Subsidiary
might be "prohibited transactions" under ERISA and/or the Code; and (iv) the
assets of the Trust would be subject to certain reporting and disclosure
requirements under ERISA.

Finally, fiduciaries of certain types of Benefit Plans are required to
determine the fair market value of the assets of the Benefit Plan as of the
close of the Benefit Plan's fiscal year. To the extent there is a public market
in the Certificates, fiduciaries should be able to value the Benefit Plan's
investment; however, no assurances can be given that a public market will
develop or that the fiduciary will be able to determine precisely the fair
market value of the Certificates. Although the Trustee will provide periodic
statements to investors with respect to principal and interest distributions on
the Certificates, these statements will not state the fair market value of the
Certificates, and neither Kmart, the Depositor nor the Trustee can assume any
responsibility for providing such a valuation.

In light of the foregoing, fiduciaries of a Benefit Plan considering the
purchase of Certificates should consult their own counsel regarding the impact
of ERISA and the Code upon such an investment.

No transfer of a Certificate will be made unless the Trustee or
Pass-Through Trustee has received either (i) a representation letter from the
transferee of such Certificate to the effect that such transferee is not a
Benefit Plan, or a person acting on behalf of or purchasing for the benefit of
any such Benefit Plan, or (ii) in the case of any such Certificate presented for
registration in the name of a Benefit Plan, or a trustee of any such Benefit
Plan, an opinion of counsel reasonably satisfactory to the Trustee or
Pass-Through Trustee to the effect that the purchase or holding of such
Certificate will not result in the assets of the Trust or Pass-Through Trust
being deemed to be "plan assets" subject to the prohibited transaction
provisions of ERISA or the Code, or that the purchase or holding of such
Certificates qualifies as an exempt prohibited transaction under the provisions
of ERISA or the Code, and will not subject the Trustee, the Pass-Through Trustee
or the Depositor to any obligation in addition to those undertaken in the Trust
Agreement or Pass-Through Trust Agreement.

LEGAL INVESTMENT CONSIDERATIONS

The Certificates will not constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984. There may be
restrictions on the ability of certain investors, including depository
institutions, either to purchase the Certificates or to purchase Certificates
representing more than a specified percentage of the investor's assets.
Investors should consult their own legal advisors in determining whether and to
what extent the Certificates constitute legal investments for such investors.

PLAN OF DISTRIBUTION

The Certificate offered hereby will be sold through Sutro & Co.
Incorporated ("Sutro") or through Sutro and one or more other underwriters or
underwriting syndicates. The Prospectus Supplement for each Series will set
forth the terms of the offering of such Series, including the name or names of
the underwriters, the use of proceeds thereof, and either the initial offering
price, the discounts and commissions to the underwriters and any discounts or
concessions allowed or reallowed to certain dealers, or the method by which the
price at which the underwriters will sell the Certificates will be determined.

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The Certificates of a Series may be acquired by the underwriters for their
own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of any
underwriter will be subject to certain conditions precedent and such
underwriters will be severally obligated to purchase all the Certificates of a
Series described in the related Prospectus Supplement, if any are purchased.

The place and time of delivery for the Certificates of a Series in respect
of which this Prospectus is delivered will be set forth in the Prospectus
Supplement.

LEGAL MATTERS

The legality of the Certificates and certain other legal matters will be
passed upon for the Depositor by Squire, Sanders & Dempsey. Certain legal
matters will be passed upon for Kmart by its general counsel and Dickinson,
Wright, Moon, Van Dusen & Freeman, Detroit, Michigan, and for the underwriter by
Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York (relying to the
extent necessary on opinions of the general counsel's office of such entities).
The material federal income tax consequences of the Certificates will be passed
upon by Squire, Sanders & Dempsey.

EXPERTS

The consolidated financial statements and schedules of Kmart appearing in
or incorporated by reference in Kmart's 1993 Annual Report on Form 10-K to the
Commission have been examined by Price Waterhouse, independent accountants, to
the extent stated in their report incorporated by reference therein and herein.
The financial statements referred to are incorporated by reference herein in
reliance upon such report and the authority of such firm as experts in
accounting and auditing.

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GLOSSARY

There follows an abbreviated definition of certain capitalized terms used
in this Prospectus and in the Prospectus Supplement. The Trust Agreement, the
Pass-Through Trust Agreement, the Collateral Trust Agreement if applicable, and
the Loan Agreement may contain a more complete definition of certain of the
terms defined herein and reference should be made to such documents for a more
complete definition of such terms. If there is a conflict between the definition
of any term contained in any agreement referred to in this Prospectus and the
definition included herein, the definition contained in such agreement controls.

"Assignment of Leases and Rents": Each Assignment of Leases and Rents by
and between a Borrower and the Depositor pursuant to which a Borrower will
assign to the Depositor all its rights under a Lease and Lease Guaranty, if
applicable, including, where permitted by law, a present assignment of its
rights to Lease Payments.

"Available Distribution Amount": As to any Remittance Date, an amount equal
to the amount on deposit in the Certificate Account as of the close of business
on the Business Day immediately preceding such Remittance Date.

"Bankruptcy Code": Title 11 of the United States Code.

"Beneficial Owner": A Person having a beneficial ownership interest in any
Certificate which is registered in the name of Cede.

"Borrower": A special purpose corporation, limited partnership, limited
liability company or other entity which is the obligor under the related Loan
Agreement and Mortgage Note and the lessor under the related Lease.

"Business Day": Any day other than (i) a Saturday or Sunday, or (ii) a day
on which banks in New York or California are required by law to be closed or are
customarily closed.

"Called Principal": With respect to a Mortgage Note, the principal of such
Mortgage Note that is to be paid or prepaid or is declared to be immediately due
and payable or, in the case of the purchase of a Mortgage Note under the related
Note Put Agreement, the outstanding principal balance of such Mortgage Note.

"Called Principal Percentage": The percentage shown on an exhibit to a Loan
Agreement and a Note Put Agreement for each corresponding year during the term
thereof as designated on such exhibit.

"Capitalized Debt Service Account": Each Capitalized Debt Service Account
created and maintained pursuant to a Trust Agreement, or a Collateral Trust
Agreement if applicable, from which Scheduled Payments on the related Mortgage
Note(s) will be made prior to the date Lease Payments are scheduled to commence
under the related Lease.

"Capitalized Debt Service Reserve": With respect to each Mortgage Loan, an
amount equal to all Scheduled Payments due (on a prorated basis) under the
related Mortgage Note(s) through the date when Lease Payments under the related
Lease will commence as specified in the Prospectus Supplement.

"Cede": Cede & Co. as nominee of DTC.

"Certificate Account": Each Certificate Account created and maintained
pursuant to a Trust Agreement or Pass-Through Trust Agreement.

"Certificateholder" or "Holder": The person in whose name a Certificate is
registered in the Certificate Register.

"Certificate Register": The register maintained pursuant to a Trust
Agreement or Pass-Through Trust Agreement.

"Certificates": The mortgage pass-through certificates, issuable in Series.

"Closing Date": The date on which the sale of a Series is closed and the
Certificates issued.

"Code": The Internal Revenue Code of 1986, as amended.

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"Collateral": The Collateral for the Mortgage Note(s) issued pursuant to a
Loan Agreement will consist of the following: (i) a Mortgage on the related
Facility securing such Mortgage Note(s); (ii) all of the Depositor's rights
under the Loan Agreement pursuant to which the related Mortgage Note(s) were
issued; (iii) an assignment of the related Lease, Lease Payments and Lease
Guaranty, if applicable; (iv) a pledge of certain moneys held in certain funds
established pursuant to the Trust Agreement or Collateral Trust Agreement, if
applicable; (v) a Note Put Agreement requiring the related Tenant and Kmart (if
the Tenant is a Subsidiary) to purchase the related Mortgage Note(s) upon the
occurrence of a Triggering Event; (vi) an assignment of the Borrower's right,
title and interest in and to any Construction Fund Disbursement Agreement and
Construction Fund Disbursement Agreement-Common Area related to such Facility;
(vii) a pledge of certain investments of fund balances held under the Trust
Agreement, or Collateral Trust Agreement if applicable, and income earned
thereon; and (viii) any other Loan Documents.

"Collateral Trust": A collateral trust created pursuant to a Collateral
Trust Agreement.

"Collateral Trustee": The bank, trust company or other fiduciary named in
the Prospectus Supplement for each Series of Certificates for which a Collateral
Trust has been established as the collateral trustee under the Collateral Trust
Agreement related to such Series.

"Collateral Trustee's Fee": The amount of the annual fee paid to a
Collateral Trustee for its ordinary fees and expenses arising under a Collateral
Trust Agreement.

"Collateral Trust Agreement": An agreement between the Depositor and a
Collateral Trustee pursuant to which the Depositor will transfer, convey and
assign to such Collateral Trustee all of the Collateral related to Mortgage
Notes having different maturities to be held for the benefit, pari passu, of the
Pass-Through Trusts holding such Mortgage Notes.

"Collateral Trust Property": The corpus of the Collateral Trust created by
a Collateral Trust Agreement related to certain Mortgage Notes, consisting of
(i) the Collateral related to such Mortgage Notes; (ii) property which secured
any related Mortgage Loan and which has been acquired by foreclosure or deed in
lieu of foreclosure; and (iii) Insurance Proceeds, Condemnation Proceeds and any
other amounts receivable under any related Loan Document.

"Commission": The Securities and Exchange Commission.

"Common Area": Area used in common by more than one Facility in a shopping
center.

"Completion Date": With respect to any Note Put Agreement, the second
anniversary of the related Mortgage Note(s).

"Condemnation Proceeds": Awards in respect of, or settlements in lieu of,
condemnation proceedings affecting the Mortgaged Property, net of any amounts to
which Tenant is entitled under the Lease in respect of unamortized leasehold
improvements by Tenant, Tenant's relocation expenses and Tenant's loss of
goodwill.

"Consent and Agreement": A Consent and Agreement among a Tenant, Kmart (if
the Tenant is a Subsidiary), a Borrower, the Depositor and the Trustee, or
Collateral Trustee if applicable, (i) providing for the direct payment of Lease
Payments to the Trustee, or Collateral Trustee if applicable, (ii) requiring
such Tenant to pay the Trustee's Fee, or Collateral Trustee's Fee if applicable,
(iii) requiring such Tenant to pay the premium on certain required environmental
insurance, and (iv) concerning certain other matters.

"Construction Fund Disbursement Agreement": Each Construction Fund
Disbursement Agreement among a Borrower, Tenant, Kmart (if the Tenant is a
Subsidiary), the Depositor, a Construction Monitor, if applicable, and an Escrow
Agent pursuant to which an Escrow Account will be created and certain procedures
regarding the disbursement of the proceeds from a Mortgage Loan for construction
of a Facility will be established.

"Construction Fund Disbursement Agreement -- Common Area": Each
Construction Fund Disbursement Agreement -- Common Area among two or more
Borrowers, Kmart, two or more Tenants, the Depositor, a Construction Monitor, if
applicable, and an Escrow Agent pursuant to which an Escrow Account

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- -- Common Area will be created and certain procedures for the disbursement of
the portion of the proceeds from two or more Mortgage Loans to be used for
construction of a Common Area will be established.

"Construction Monitor": A party, in some cases, to a Construction Fund
Disbursement Agreement or a Construction Fund Disbursement Agreement -- Common
Area who is responsible for monitoring the progress of the construction of the
related Facility or Common Area.

"Debt Service": The principal and interest which is scheduled to be paid
with respect to a Series of Certificates in the amounts specified in the
Prospectus Supplement on each scheduled Remittance Date.

"Definitive Certificates": Certificates issued in fully registered,
certificated form to Certificateholders other than DTC or its nominee.

"Demised Premises": The interest of a Borrower (which may be fee title
ownership or a ground leasehold) in the land on which the Facility is or will be
located and which will be leased to a Tenant pursuant to a Lease, including the
Borrower's interest in any rights, licenses, privileges and easements
appurtenant thereto.

"Depositor": National Tenant Finance Corporation, a Delaware corporation
and its successors and assigns.

"Discounted Prepayment Value": With respect to the Called Principal, the
amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled Due Dates to the Purchase
Date with respect to such Called Principal, in accordance with generally
accepted financial practice and at a discount factor (applied generally on a
semiannual basis) equal to the Reinvestment Yield.

"DTC": The Depository Trust Company.

"DTC Participants": Those participants for whom DTC holds securities on
deposit.

"Due Date": With respect to a Mortgage Note, the last Business Day of the
month on which each Scheduled Payment is due, exclusive of any days of grace.

"ERISA": The Employee Retirement Income Security Act of 1974, as amended.

"Escrow Account": An escrow account created pursuant to a Construction Fund
Disbursement Agreement.

"Escrow Account -- Common Area": An escrow account created pursuant to a
Construction Fund Disbursement Agreement -- Common Area.

"Escrow Agent": The bank, trust company or other fiduciary named in the
Prospectus Supplement for each Series of Certificates as the escrow agent under
a Construction Fund Disbursement Agreement or Construction Fund Disbursement
Agreement -- Common Area related to such Series.

"Event of Default": For any Trust Agreement, Pass-Through Trust Agreement,
Collateral Trust Agreement, Mortgage Note or Loan Document, an event of default
described in such Trust Agreement, Pass-Through Trust Agreement, Collateral
Trust Agreement, Mortgage Note or Loan Document, as the context requires.

"Exchange Act": The Securities Exchange Act of 1934, as amended.

"Facility": Each Demised Premises and the improvements constructed or to be
constructed thereon, as described in the Prospectus Supplement for each Series.

"Indemnity Agreement": Each Indemnity Agreement between Kmart and the
Depositor when the Tenant is a Subsidiary pursuant to which Kmart will indemnify
the Depositor and its successors and assigns in the event that any Lease Payment
under the related Lease or Lease Guaranty is asserted to be voidable in any
bankruptcy case filed by or against such Subsidiary.

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"Indirect Participants": Those Persons who clear through, or maintain a
custodial relationship with, a DTC Participant, either directly or indirectly.

"Insurance Proceeds": Proceeds paid by any insurer pursuant to any
insurance policy (other than liability insurance) and self-insurance proceeds
paid by any of the Tenants or, pursuant to a Lease Guaranty, Kmart with respect
to any Mortgaged Property.

"Investment Grade Rating": A rating by Standard & Poor's of BBB- or better
or a rating by Moody's of Baa3 or better.

"Investment Grade Status": The long-term senior secured debt of the entity
issuing such debt has continuously had an Investment Grade Rating for a period
of not less than 12 full calendar months immediately prior to the related Lease
Guaranty Termination.

"Kmart" or "Kmart Corporation": Kmart Corporation, a Michigan corporation.

"Lease": Each Lease by and between a Tenant and a Borrower pursuant to
which such Borrower will lease a Facility to the Tenant described in the
Prospectus Supplement for each Series.

"Lease Guaranty": Each Lease Guaranty Agreement by and between Kmart and a
Borrower pursuant to which Kmart will guarantee to such Borrower the obligations
of a Tenant which is a Subsidiary under the related Lease.

"Lease Guaranty Termination": The giving of notice by Kmart or a Subsidiary
to the Borrower and the Trustee, or the Collateral Trustee if applicable, that
Kmart or the Subsidiary has elected to terminate the related Lease Guaranty
because such Subsidiary which is a Tenant under the related Lease, the new
tenant pursuant to an assignment of the related Lease, or a new guarantor of the
performance of such Lease, as the case may be, has achieved Investment Grade
Status and provided that certain other conditions are satisfied.

"Lease Payments": The annual rental and additional rent payable by a Tenant
under a Lease, other than real estate taxes and amounts payable directly to a
third party, which will be payable in accordance with such Lease.

"Loan Agreement": Each Loan Agreement between a Borrower and the Depositor
pursuant to which the Depositor will loan funds to a Borrower to provide
permanent financing for, or to finance the acquisition or acquisition and
construction of, a Facility described in the Prospectus Supplement for each
Series of Certificates.

"Loan Documents": Collectively, each Loan Agreement, Mortgage, Assignment
of Leases and Rents, Lease, Lease Guaranty, if applicable, Construction Fund
Disbursement Agreement, Construction Fund Disbursement Agreement - Common Area,
and Note Put Agreement related to a Mortgage Loan, and any other document
identified in any Loan Agreement as a Loan Document.

"Make-Whole Premium": With respect to any amount of Called Principal of a
Mortgage Note, an amount equal to the sum of (x) the positive excess, if any, as
of the Purchase Date of the Discounted Prepayment Value of the Called Principal
of such Mortgage Note over such Called Principal and (y) an amount equal to the
product of the Called Principal multiplied by the Called Principal Percentage.

"Moody's": Moody's Investors Service, Inc., a corporation organized and
existing under the laws of the State of Delaware, its successors and assigns.

"Mortgage": Each Mortgage, Security Agreement, Assignment of Leases and
Rents and Fixture Filing by and between the Depositor and a Borrower which will
create a first lien priority ownership interest in an estate in fee simple in
the Facility securing each Mortgage Note.

"Mortgage Loan": Each loan from the Depositor to a Borrower evidenced by
one or more Mortgage Notes and secured by a Mortgage and other Collateral.

"Mortgage Note": Each promissory note executed and delivered by a Borrower
to the Depositor which evidences all or a portion of a Mortgage Loan, which is
sold and assigned by the Depositor to the Trustee or

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Pass-Through Trustee and which is the subject of a Trust Agreement or
Pass-Through Trust Agreement pursuant to which a Series of Certificates is
issued.

"Mortgage Note Account": Each Mortgage Note Account created and maintained
pursuant to a Collateral Trust Agreement.

"Mortgaged Property": The real and personal property securing a Mortgage
Note.

"Note Put Agreement": Each Note Put Agreement by and among a Tenant, Kmart
(if the Tenant is a Subsidiary) and a Depositor pursuant to which the Tenant and
Kmart agree to purchase the related Mortgage Note at the Purchase Price upon the
occurrence of a Triggering Event.

"Pass-Through Trust": A grantor trust created pursuant to a Pass-Through
Trust Agreement.

"Pass-Through Trustee": The bank, trust company or other fiduciary named in
a Prospectus Supplement for a Series of Certificates as the trustee under a
Pass-Through Trust Agreement pursuant to which such Series is issued.

"Pass-Through Trust Agreement": A Trust Agreement when Mortgage Notes of
different maturities are issued pursuant to one or more Loan Agreements.

"Pass-Through Trust Property": The corpus of a Pass-Through Trust created
by a Pass-Through Trust Agreement for a Series of Certificates, consisting of
(i) one or more Mortgage Notes; and (ii) all assets deposited in the Certificate
Account, including investments of funds in such account.

"Percentage Interest": (i) In the case of property held in a Trust (other
than a Collateral Trust) the percentage of the whole undivided beneficial
interest in such property held by a holder of one or more Certificates of such
Trust and evidenced by such Certificates, and (ii) in the case of property held
in a Collateral Trust, the percentage of the whole undivided beneficial interest
in such property held indirectly by a holder of one or more Certificates in a
Pass-Through Trust having an interest in such Collateral Trust. When used in
connection with the exercise of any right which by its terms can be exercised
only by holders of Certificates of a single Pass-Through Trust, such term shall
mean the percentage of the whole undivided interest in the Mortgage Note(s)
owned by such Trust held by a holder of one or more Certificates in such
Pass-Through Trust and evidenced by such Certificates.

"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.

"Purchase Date": With respect to the Called Principal of a Mortgage Note or
with respect to the purchase of a Mortgage Note pursuant to a Note Put
Agreement, the date on which such Called Principal is to be paid or prepaid or
is declared to be immediately due and payable under any of the related Loan
Documents or the date on which such Mortgage Note is to be purchased.

"Purchase Price": The sum of the Called Principal plus the Make-Whole
Premium and accrued interest with respect to the Called Principal to the
Purchase Date, except that if a Mortgage Note is being purchased pursuant to a
Note Put Agreement as a consequence of a Lease Guaranty Termination, the
Purchase Price will include the Termination Premium instead of the Make-Whole
Premium.

"Record Date": The close of business on the fifteenth day preceding the
related Remittance Date, except that the Record Date with respect to Scheduled
Payments received after the Due Date shall mean the close of business on the
fifteenth day preceding the Remittance Date such Scheduled Payments would have
been distributable to the Certificateholders if they had been paid on such Due
Date.

"Reinvestment Yield": With respect to the Called Principal of a Mortgage
Note, the sum of (x) the yield to maturity implied by the following: (i) the
yields reported, as of 10:00 a.m. (New York City time) on the third Business Day
preceding the Purchase Date with respect to such Called Principal, on the
display designated as "Page 678" on the Telerate Service (or such other display
as may replace Page 678 on the Telerate Service) for actively traded U.S.
Treasury securities having a maturity equal (as nearly as

56
<PAGE> 58

practicable) to the Remaining Average Life of the Called Principal being paid or
prepaid as of such Purchase Date, or (ii) if such yields have been reported as
of such time or the yields reported as of such time are not ascertainable, the
Treasury Constant Maturity Series yields reported, for the latest day for which
such yields have not been so reported as of the third Business Day preceding the
Purchase Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal (as
nearly as practicable) to the Remaining Average Life of the Called Principal
being paid or prepaid as of such Purchase Date; and (y) 50 basis points. Such
implied yield will be determined, if necessary, by (a) converting U.S. Treasury
bill quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between reported yields.

"Remaining Average Life": With respect to any amount of Called Principal of
a Mortgage Note, the number of years (calculated to the nearest one-twelfth
year) obtained by dividing (i) such Called Principal into (ii) the sum of the
products obtained by multiplying (a) each Remaining Scheduled Payment of such
Called Principal (excluding interest thereon) by (b) the number of years
(calculated to the nearest one-twelfth year) which will elapse between the
Purchase Date with respect to such Called Principal and the scheduled due date
of such Remaining Scheduled Payment.

"Remaining Scheduled Payments": With respect to the Called Principal, all
payments of such Called Principal and interest thereon that would be due on or
after the Purchase Date with respect to such Called Principal if no payment of
such Called Principal were made prior to its maturity date.

"Remittance Date": Each date specified in the Prospectus Supplement for
each Series of Certificates on which principal of, and/or interest on, the
Mortgage Notes is distributable to the Certificateholder or such other date on
which a distribution is made to Certificateholders as a result of the prepayment
or other liquidation of a Mortgage Note or as a result of the sale of a Mortgage
Note pursuant to the related Note Put Agreement.

"Rental Payment Account": Each Rental Payment Account created and
maintained pursuant to a Trust Agreement or a Collateral Trust Agreement if
applicable.

"Scheduled Payments": Payments of principal of, if any, and interest on, a
Mortgage Note held in a Trust or a Pass-Through Trust which will be scheduled to
be received by the Trustee or Collateral Trustee on each Due Date.

"Securities Act": The Securities Act of 1933, as amended.

"Series": A group of Certificates issued by a separate Trust or
Pass-Through Trust.

"Standard & Poor's" or "S&P": Standard & Poor's Ratings Group or its
successor in interest.

"Subsidiary": One or more of the following subsidiaries of Kmart identified
in the related Prospectus Supplement as the Tenant under a related Lease:
Borders, Inc.; Walden Book Company Inc.; Builders Square, Inc.; OfficeMax Inc.;
or The Sports Authority, Inc.

"Tenant": The lessee under each Lease named in the Prospectus Supplement
for each Series of Certificates, which lessee will be either Kmart or a
Subsidiary.

"Termination Premium": With respect to any Mortgage Note, an amount equal
to the unpaid principal balance of such Mortgage Note multiplied by a percentage
as set forth in the related Prospectus Supplement.

"Triggering Event": With respect to a Note Put Agreement, (a) (i) the
failure by a Tenant to pay when due any related Lease Payment within 10 days (or
30 days if the Tenant is Kmart) after notice to such Tenant of such default and
(ii) if the Tenant is a Subsidiary, the failure by Kmart to pay such Lease
Payment within 30 days after notice to Kmart of such Subsidiary's failure to do
so (which notice may be given concurrently with the corresponding notice to such
Subsidiary), (b) completion of construction of the Facility to be leased to the
Tenant does not occur prior to the related Completion Date, or (c) if the Tenant
is a Subsidiary, a Lease Guaranty Termination occurs.

57
<PAGE> 59

"Trust": A grantor trust created pursuant to a Trust Agreement.

"Trust Agreement": An agreement between the Depositor and the Trustee
pursuant to which a Series of Certificates will be issued and, if Mortgage Notes
having the same maturity are issued pursuant to a Loan Agreement, pursuant to
which the Collateral with respect to the related Mortgage Notes will be held.

"Trust Indenture Act": The Trust Indenture Act of 1939, as amended.

"Trust Property": The corpus of the Trust created by a Trust Agreement for
each Series of the Certificates, consisting of (i) one or more Mortgage Notes;
and (ii) all assets deposited in the Certificate Account, including the
investment of funds in such account. If Mortgage Notes of the same maturity are
issued pursuant to the related Loan Documents, then any Trust Property will also
include: (i) all rights which secure the obligations of the Borrowers of the
proceeds of such Mortgage Notes, (ii) all related Loan Documents and any rights
thereunder of holders of the Mortgage Notes; (iii) property which secured the
related Mortgage and which has been acquired by foreclosure or deed in lieu of
foreclosure; and (iv) Insurance Proceeds, Condemnation Proceeds and any other
amounts receivable under any related Loan Document.

"Trustee": The bank, trust company or other fiduciary named in a Prospectus
Supplement for a Series of Certificates as the trustee under a Trust Agreement
pursuant to which such Series is issued.

"Trustee's Fee": The amount of the annual fee(s) paid to the Pass-Through
Trustees, if applicable, or the Trustee for its ordinary fees and expenses
arising under the Pass-Through Trust Agreements, if applicable, or the Trust
Agreement.

58
<PAGE> 60

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE CERTIFICATES OFFERED HEREBY, NOR AN OFFER OF THE CERTIFICATES IN ANY STATE
OR JURISDICTION IN WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR ANY PROSPECTUS AT ANY
TIME DOES NOT IMPLY THAT INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE; HOWEVER, IF ANY MATERIAL CHANGE OCCURS WHILE THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED
ACCORDINGLY.

------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information........................ 2
Reports to Certificateholders................ 2
Incorporation of Certain Documents by
Reference.................................. 2
Prospectus Summary........................... 3
Special Considerations....................... 9
Kmart........................................ 11
The Depositor................................ 13
Use of Proceeds.............................. 13
Diagrams of Transaction Structure............ 14
Structure of the Financings.................. 18
The Certificates............................. 19
The Trusts, Pass-Through Trusts and
Collateral Trusts.......................... 25
The Mortgage Notes, the Loan Agreements and
Related Documents.......................... 34
The Note Put Agreements...................... 38
The Leases, the Lease Guaranties and Related
Documents.................................. 39
The Borrowers................................ 44
Consequences of Bankruptcy of a Tenant or a
Borrower................................... 45
Certain Federal Income Tax
Consequences............................... 46
State and Local Tax Considerations........... 49
ERISA Considerations......................... 49
Legal Investment Considerations.............. 50
Plan of Distribution......................... 50
Legal Matters................................ 51
Experts...................................... 51
Glossary..................................... 52
</TABLE>

UNTIL 90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT ALL DEALERS
EFFECTING TRANSACTIONS IN THE CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

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

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

$250,000,000

KMART
CORPORATION

MORTGAGE PASS-THROUGH CERTIFICATES

------------------------
PROSPECTUS
------------------------

SUTRO & CO. INCORPORATED

---------------------------------------------------------------
---------------------------------------------------------------
<PAGE> 61

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
SEC Filing Fee.................................................................. $86,206.90
Printing and Engraving.......................................................... *
Legal Fees and Expenses......................................................... *
Trustee Fees and Expenses....................................................... *
Blue Sky Fees and Expenses (including fees and expenses of counsel)............. *
Rating Agency Fees.............................................................. *
Miscellaneous Expenses.......................................................... *
----------
Total......................................................................
=========
</TABLE>

- -------------------------
* To be supplied by amendment.

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Registrant's By-Laws and the Michigan Business Corporation Act permit
the Registrant's officers and directors to be indemnified under certain
circumstances for expenses, and in some instances, for judgments, fines or
amounts paid in settlement of civil, criminal, administrative and investigative
suits or proceedings, including those involving alleged violations of the
Securities Act of 1933. In addition, the Registrant maintains directors' and
officers' liability insurance which, under certain circumstances, would cover
alleged violations of the Securities Act of 1933.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation of National Tenant Finance Corporation*
3.2 By-Laws of National Tenant Finance Corporation*
4.1 Form of Trust Agreement between the Depositor and the Trustee
4.2 Form of Pass-Through Trust Agreement between the Depositor and the Pass-Through
Trustee
4.3 Form of Collateral Trust Agreement between the Depositor and the Collateral
Trustee
4.4 Form of Certificate used with Trust Agreement (included in 4.1)
4.5 Form of Certificate used with Pass-Through Trust Agreement (included in 4.2)
4.6 Form of Loan Agreement
4.7 Form of Mortgage Note
4.8 Form of Leases
4.9 Form of Lease Guaranty
4.10 Form of Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture
Filing
4.11 Form of Assignment of Leases and Rents
4.12 Form of Construction Fund Disbursement Agreement
4.13 Form of Construction and Disbursement Agreement -- Common Area
4.14 Form of Note Put Agreement
4.15 Form of Consent and Agreement
4.16 Form of Indemnity Agreement
5.1 Opinion of Squire, Sanders & Dempsey regarding validity of Certificates,
including consent*
</TABLE>

II-1
<PAGE> 62

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------
<S> <C>
8.1 Opinion of Squire, Sanders & Dempsey as to certain tax matters, including
consent*
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Price Waterhouse
23.2 Consent of Squire, Sanders & Dempsey (included in Exhibit 5.1)*
23.3 Consent of Squire, Sanders & Dempsey (included in Exhibit 8.1)*
24.1 Power of Attorney (included as part of signature page of this Registration
Statement)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
Trustee*
</TABLE>

- -------------------------
* To be filed by amendment

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
the Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

If the Trustee is not identified until after the Registration Statement is
declared effective, the undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to

II-2
<PAGE> 63

act under subsection (a) of section 310 of the Trust Indenture Act of 1939, as
amended (the "TIA"), in accordance with the rules and regulations prescribed by
the Commission under section 305(b)(2) of the TIA.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Troy, State of Michigan, on June 7,
1994.
KMART CORPORATION

By: /s/ JOSEPH E. ANTONINI

------------------------------------
Joseph E. Antonini
Chairman of the Board, President
and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony N. Palizzi or Nancie W. LaDuke,
or either of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for and in his name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as might or could be done in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in their capacities indicated on June 7, 1994.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------
<S> <C>
/s/ JOSEPH E. ANTONINI Chairman of the Board, President
- --------------------------------------------- (Principal Executive Officer) and
Joseph E. Antonini Director

/s/ THOMAS F. MURASKY Executive Vice President
- --------------------------------------------- (Principal Financial and Accounting
Thomas F. Murasky Officer)

/s/ LILYAN H. AFFINITO Director
- ---------------------------------------------
Lilyan H. Affinito

/s/ JOSEPH A. CALIFANO, JR. Director
- ---------------------------------------------
Joseph A. Califano, Jr.

/s/ WILLIE D. DAVIS Director
- ---------------------------------------------
Willie D. Davis

/s/ ENRIQUE C. FALLA Director
- ---------------------------------------------
Enrique C. Falla
</TABLE>

II-4
<PAGE> 65

SIGNATURE TITLE
--------- -----

/s/ JOSEPH P. FLANNERY Director
- ---------------------------------------------
Joseph P. Flannery

/s/ DAVID B. HARPER Director
- ---------------------------------------------
David B. Harper

/s/ F. JAMES MCDONALD Director
- ---------------------------------------------
F. James McDonald

/s/ RICHARD S. MILLER Director
- ---------------------------------------------
Richard S. Miller

/s/ J. RICHARD MUNRO Director
- ---------------------------------------------
J. Richard Munro

Director
- ---------------------------------------------
Donald S. Perkins

/s/ GLORIA M. SHATTO Director
- ---------------------------------------------
Gloria M. Shatto

/s/ JOSEPH R. THOMAS Director
- ---------------------------------------------
Joseph R. Thomas

II-5
<PAGE> 66

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGES
- ----------- ---------------------------------------------------------------------- ------------
<S> <C> <C>
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation of National Tenant Finance Corporation*
3.2 By-Laws of National Tenant Finance Corporation*
4.1 Form of Trust Agreement between the Depositor and the Trustee
4.2 Form of Pass-Through Trust Agreement between the Depositor and the
Pass-Through Trustee
4.3 Form of Collateral Trust Agreement between the Depositor and the
Collateral Trustee
4.4 Form of Certificate used with Trust Agreement (included in 4.1)
4.5 Form of Certificate used with Pass-Through Trust Agreement (included
in 4.2)
4.6 Form of Loan Agreement
4.7 Form of Mortgage Note
4.8 Form of Leases
4.9 Form of Lease Guaranty
4.10 Form of Mortgage, Security Agreement, Assignment of Leases and Rents
and Fixture Filing
4.11 Form of Assignment of Leases and Rents
4.12 Form of Construction Fund Disbursement Agreement
4.13 Form of Construction and Disbursement Agreement -- Common Area
4.14 Form of Note Put Agreement
4.15 Form of Consent and Agreement
4.16 Form of Indemnity Agreement
5.1 Opinion of Squire, Sanders & Dempsey regarding validity of
Certificates, including consent*
8.1 Opinion of Squire, Sanders & Dempsey as to certain tax matters,
including consent*
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Price Waterhouse
23.2 Consent of Squire, Sanders & Dempsey (included in Exhibit 5.1)*
23.3 Consent of Squire, Sanders & Dempsey (included in Exhibit 8.1)*
24.1 Power of Attorney (included as part of signature page of this
Registration Statement)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Trustee*
</TABLE>

- -------------------------
* To be filed by amendment

<PAGE> 1
EXHIBIT 4.1

_______________

TRUST AGREEMENT
_______________

between

NATIONAL TENANT FINANCE CORPORATION
as Depositor

and

UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee

_____________________________

Dated as of_______ __, 199_
_____________________________

$_________
Mortgage Pass-Through Certificates

(___________________)
Series 199_-__

_________________________________________________________________

<PAGE> 2
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
TIA Section Trust Agreement Section
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . 8.06
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . *
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.07; 8.08; 11.08
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 3.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . *
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . *
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15; 11.08
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 11.13
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 11.13
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . *
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.14
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . *
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . *
316(a) last sentence . . . . . . . . . . . . . . . . . . . Definition of "Certificateholder"
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 7.04
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . 7.02
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . *
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . *
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . *
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 3.05
</TABLE>
1

<PAGE> 3
<TABLE>
<CAPTION>
TIA Section Trust Agreement Section
<S> <C>
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.12
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.12
- ----------------------
</TABLE>
* Intentionally deleted.
2

<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
<S> <C> <C>
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Incorporation by Reference of Trust Indenture Act. . . . . . . 11
Section 1.03. Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . 11

<CAPTION>
ARTICLE II
CONVEYANCE OF MORTGAGE LOAN[S]; TRUST PROPERTY
<S> <C> <C>
Section 2.01. Conveyance of Mortgage Loan[s] . . . . . . . . . . . . . . . . 12
Section 2.02. Acceptance by Trustee. . . . . . . . . . . . . . . . . . . . . 13
Section 2.03. Trust Property. . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.04. Limitation of Powers. . . . . . . . . . . . . . . . . . . . . 14

<CAPTION>
ARTICLE III
THE CERTIFICATES
<S> <C> <C>
Section 3.01. The Certificates. . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.02. Registration of Transfer and Exchange of Certificates . . . . 17
Section 3.03. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . 19
Section 3.04. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . 19
Section 3.05. Appointment of Paying Agent . . . . . . . . . . . . . . . . . 19
Section 3.06. Certificates Issuable in the Form of a
Registered Global Certificate. . . . . . . . . . . . . . . . 19
Section 3.07. Temporary Securities. . . . . . . . . . . . . . . . . . . . . 21

<CAPTION>
ARTICLE IV
RECEIPT AND DISTRIBUTION OF INCOME
AND PROCEEDS FROM THE TRUST PROPERTY

<S> <C> <C>
Section 4.01. Calculation of Distributions. . . . . . . . . . . . . . . . . 22
Section 4.02. Receipt of Lease Payments; Collection of
Lease and Lease Guaranty Payments;
Collection of Indemnity Agreement
Payments; Collection of Mortgage
Loan Payments; Investment
Direction. . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section. 4.03. Establishment of Rental Payment
Account[s]; Deposits in Rental Payment Account[s] . . . . . 24
Section. 4.04. Permitted Withdrawals From the Rental Payment Account[s]. . . 24
Section. 4.05. Establishment of Certificate Account;
Deposits in Certificate Account. . . . . . . . . . . . . . . 25
Section. 4.06. Permitted Withdrawals From the Certificate Account. . . . . . . 26
Section. 4.07. Capitalized Debt Service Account[s]. . . . . . . . . . . . . . 27
Section. 4.08. Realization Upon Defaulted Mortgage Loan. . . . . . . . . . . 28
Section. 4.09. Trustee Compensation . . . . . . . . . . . . . . . . . . . . . 29

</TABLE>

<PAGE> 5
<TABLE>
<S> <C> <C>
Section 4.10. Rights of the Certificateholders . . . . . . . . . . . . . . . 29

<CAPTION>
ARTICLE V
PAYMENTS TO THE CERTIFICATEHOLDERS
<S> <C> <C>
Section 5.01. Distributions. . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.02. Statements to Certificateholders. . . . . . . . . . . . . . . 30
Section 5.03. Advances by Trustee. . . . . . . . . . . . . . . . . . . . . . 31

<CAPTION>
ARTICLE VI
THE DEPOSITOR

<S> <C> <C>
Section 6.01. Maintaining Corporate Existence of the
Depositor. . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 6.02. Limitation on Liability of the Depositor. . . . . . . . . . . 32

<CAPTION>
ARTICLE VII
DEFAULT

<S> <C> <C>
Section 7.01. Events of Default. . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.02. Waiver of Defaults. . . . . . . . . . . . . . . . . . . . . . 33
Section 7.03. Notification to Certificateholders. . . . . . . . . . . . . . 33
Section 7.04. Rights of Certificateholders to Direct
Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.05. Rights of Certificateholders to Receive
Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.06. Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . 34
Section 7.07. Trustee Default. . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.08. Notice to Tenant[s] and [Kmart] . . . . . . . . . . . . . . . 34

<CAPTION>
ARTICLE VIII
CONCERNING THE TRUSTEE

<S> <C> <C>
Section 8.01. Duties of Trustee. . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.02. Certain Matters Affecting Trustee. . . . . . . . . . . . . . . 36
Section 8.03. Trustee Not Liable for Certificates
or Mortgage Loan[s]. . . . . . . . . . . . . . . . . . . . . 37
Section 8.04. Trustee May Own Certificates. . . . . . . . . . . . . . . . . 37
Section 8.05. Trustee's Fee and Expenses. . . . . . . . . . . . . . . . . . 37
Section 8.06. Action by Co-Trustee. . . . . . . . . . . . . . . . . . . . . 38
Section 8.07. Eligibility Requirements for Trustee. . . . . . . . . . . . . 38
Section 8.08. Resignation and Removal of Trustee. . . . . . . . . . . . . . 39
Section 8.09. Successor Trustee. . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.10. Merger or Consolidation of Trustee. . . . . . . . . . . . . . 40
Section 8.11. Resignation of Co-Trustee. . . . . . . . . . . . . . . . . . . 41
Section 8.12. Removal of Co-Trustee. . . . . . . . . . . . . . . . . . . . . 41
Section 8.13. Appointment of Successor to Co-Trustee. . . . . . . . . . . . 41
Section 8.14. Succession of Successor to Co-Trustee. . . . . . . . . . . . . 41
Section 8.15. Reports by the Trustee to Certificateholders. . . . . . . . . 42

<CAPTION>
ARTICLE IX
TERMINATION
<S> <C> <C>
Section 9.01. Termination. . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 9.02. Notice; Final Distribution. . . . . . . . . . . . . . . . . . 42
</TABLE>

<PAGE> 6

ARTICLE X
SUPPLEMENTS AND AMENDMENTS TO THIS
TRUST AGREEMENT AND OTHER DOCUMENTS;
ADDITIONAL AGREEMENTS OF TRUSTEE
<TABLE>
<S> <C> <C>
Section 10.01. Supplemental Trust Agreements Without Consent of Holders. . . 43
Section 10.02. Supplemental Agreements With Consent of Certificateholders. . . 44
Section 10.03. Effect of Supplemental Agreement. . . . . . . . . . . . . . . . 45
Section 10.04. Documents to Be Given to Trustee. . . . . . . . . . . . . . . . 46
Section 10.05. Notation on Certificates in Respect of Supplemental
Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 10.06. Granting of Easements . . . . . . . . . . . . . . . . . . . . . 46

<CAPTION>
ARTICLE XI
MISCELLANEOUS PROVISIONS
<S> <C> <C>
Section 11.01. Severability of Provisions. . . . . . . . . . . . . . . . . . 46
Section 11.02. Limitation on Rights of Certificateholders. . . . . . . . . . 47
Section 11.03. Solicitation of Certificateholders. . . . . . . . . . . . . . 47
Section 11.04. Recordation of Agreement. . . . . . . . . . . . . . . . . . . 48
Section 11.05. Duration of Agreement. . . . . . . . . . . . . . . . . . . . . 48
Section 11.06. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 11.07. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 11.08. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 11.09. Submission to Jurisdiction. . . . . . . . . . . . . . . . . . 49
Section 11.10. Gender; Number. . . . . . . . . . . . . . . . . . . . . . . . 50
Section 11.11. TIA Controls. . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 11.12. Certificate and Opinion as to Conditions Precedent . . . . . . 50
Section 11.13. Statements Required in Certificate or Opinion . . . . . . . 50
Section 11.14. Benefits of Trust Agreement. . . . . . . . . . . . . . . . . . 50

EXHIBIT A-1 MORTGAGE LOAN SCHEDULE

EXHIBIT A-2 CERTIFICATE SCHEDULE

EXHIBIT A-3 CONTENTS OF MORTGAGE FILE

EXHIBIT A-4 CAPITALIZED DEBT SERVICE ACCOUNT SCHEDULE

EXHIBIT B [FORM OF CERTIFICATE]

EXHIBIT C FORM OF TRUSTEE CERTIFICATION

EXHIBIT D LETTER OF REPRESENTATIONS
</TABLE>

iii

<PAGE> 7

TRUST AGREEMENT

THIS TRUST AGREEMENT, dated as of _______ __, 19__, is executed by and
among NATIONAL TENANT FINANCE CORPORATION, a Delaware corporation, as depositor
(together with its permitted successors, in such capacity, "Depositor"), and
UNITED STATES TRUST COMPANY OF NEW YORK, a New York banking corporation,
as trustee (together with its permitted successors and assigns, "Trustee").

In consideration of the premises and the mutual agreements hereinafter
set forth, the Depositor and the Trustee agree as follows:

PREFACE

Each Certificate evidences a beneficial ownership interest in the Trust
Property, the assets of which include, among other things, the Mortgage
Loan[s]. The Certificates are equally and ratably secured by and payable from
the proceeds of the Mortgage[s] and the Mortgage Note[s], respectively (as each
such term is defined herein).

Each Certificate is paid interest or principal and interest, as set
forth on the Debt Service schedule on such Certificate, on a semiannual basis
referred to herein as the Remittance Dates. Payments under the Mortgage
Note[s] are payable semiannually on the Due Dates.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions. Whenever used herein, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:

"Additional Rent": [With respect to each Lease] has the meaning
assigned in Article 5 of [the] [such] Lease.

"Administrative Expenses": The ordinary and necessary expenses
incurred by the Trustee in the course of administering the affairs of the
Trust, excluding any Liquidation Expenses.

"Annual Rental": [With respect to each Lease] has the meaning assigned
in Article 4 of [the] [such] Lease.

"Assignment of Mortgage[s]": The Assignment of the Mortgage[s] dated
as of ____________________, 19__ between Depositor and Trustee, the Assignment
of Lease Assignment[s] dated as of ____________________, 19__, between
Depositor and Trustee, and any other notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the
jurisdiction[s]

<PAGE> 8

where the Mortgaged Estate securing [each] [the] Mortgage Loan is located to
reflect of record the sale, conveyance, transfer and absolute assignment of the
Mortgage[s] to the Trustee.

"Available Distribution Amount": As to any Remittance Date, an amount
equal to the amount on deposit in the Certificate Account as of the close of
business on the Business Day immediately preceding the Remittance Date.

"Benefit Plan": An employee benefit plan as defined in Section 3(3) of
ERISA, including an employee welfare benefit plan or an employee pension
benefit plan, a plan described in Section 401(a) or Section 403(a) of the Code,
the trust under which is exempt from tax under Section 501(a) of the Code, an
individual retirement account under Section 408(a) of the Code or an individual
retirement annuity under Section 408(b) of the Code, and any entity whose
underlying assets include Benefit Plan assets by reason of a Benefit Plan's
investment in such entity.

"Borrower": [The] [A] Borrower identified in [the] [a] Loan Agreement.

"Business Day": Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking or savings and loan institutions in New York or
California, or the city in which the principal corporate trust offices of any
successor Trustee are located, are authorized or obligated by law or executive
order to be closed.

"Called Principal Percentage": With respect to any Mortgage Note, has
the meaning assigned to it in Section 2 of the related Loan Agreement.

["Capitalized Debt Service Account": [The] [Each] trust account
described in Section 4.07.]

["Capitalized Debt Service Reserve": Has the meaning assigned thereto
in Section 2 of [the] [each] Loan Agreement.]

"Certificate" or "Certificates": The Certificate or Certificates
evidencing a beneficial ownership interest in the Trust Property executed and
authenticated by the Trustee substantially in the form set forth in Exhibit B
hereto.

"Certificate Account": The trust account described in Section 4.05.

"Certificate Balance": With respect to all the Certificates, the
original principal amount of the Certificates less all payments and prepayments
of principal thereof, including without limitation any payments of principal
comprising Debt Service; and with respect to any Certificate, the original
principal amount of such Certificate less all payments and prepayments of
principal thereof, including without limitation any payments of principal
comprising Debt Service on such Certificate.

<PAGE> 9

"Certificateholder", "Certificateholders", "Holder" or "Holders": The
person or persons in whose name a Certificate is registered in the Certificate
Register, except that, solely for the purposes of any consent, waiver, request
or demand pursuant to this Trust Agreement, any Certificate registered in the
name of the Depositor, Kmart, a Tenant, a Borrower, any successor owner or
ground lessee of a Project, any successor tenant or subtenant of a Project, any
successor guarantor of the performance of a Tenant or successor tenant, or any
affiliate of any of the foregoing, shall be deemed not to be outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect any such consent, waiver, request or demand has been obtained.

"Certificate Owner": Any Person acquiring a beneficial interest in a
Registered Global Certificate, which ownership shall be reflected on the books
of the Depository or on those of a participant in such Depository. Solely for
the purposes of any consent, waiver, request or demand pursuant to this Trust
Agreement, any portion of a Registered Global Certificate that is beneficially
owned by the Depositor, Kmart, a Tenant, a Borrower, any successor owner or
ground lessee of a Project, any successor tenant or subtenant of a Project, any
successor guarantor of the performance of a Tenant or successor tenant, or any
affiliate of any of the foregoing, shall be deemed not to be outstanding and
the Percentage Interest evidenced by such portion shall not be taken into
account in determining whether the requisite amount of Percentage Interests
necessary to effect any such consent, waiver, request or demand has been
obtained.

"Certificate Register": The register maintained pursuant to Section
3.02.

"Certificate Schedule": The Certificate Schedule attached hereto as
Exhibit A-2 setting forth the following information for each Certificate issued
as of the Closing Date: (i) the Certificate Number; (ii) the Certificate
Balance as of the Closing Date; and (iii) the Debt Service on such Certificate.

"Closing Costs": An amount equal to $_____________ which shall be
disbursed to the Underwriters on the Closing Date.

"Closing Date": _______ __, 199_.

"Code": The Internal Revenue Code of 1986, as amended.

"Condemnation Proceeds": Any awards in respect of, or settlements in
lieu of, condemnation proceedings affecting [the] [a] Mortgaged Estate.

"Consent and Agreement": [A] [The] Consent and Agreement among Kmart,
Depositor, [a] Borrower, [a] Tenant and Trustee relating to [a] [the] Lease,
[a] [the] Lease Guaranty, [a] [the] Note Put Agreement and certain other
related matters.

<PAGE> 10

"Corporate Trust Office": The office of the Trustee in the State of
California at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this instrument is
located at Suite 2700, 555 South Flower Street, Los Angeles, California 90071.

"Debt Service": The interest or interest and principal payable
semiannually on the Remittance Date as stated on a specific Certificate, as
adjusted from time to time as provided in Section 3.01(g) hereof.

"Depositor": National Tenant Finance Corporation, a Delaware
corporation, and its successors in interest.

"Depository": The depository of the Registered Global Certificate[s],
if any, representing the Certificates and any successor to such depository
appointed by the Depositor. Such depository initially shall be The Depository
Trust Company, a New York corporation.

"Determination Date": The Business Day immediately preceding a
Remittance Date.

"Due Date": [With respect to each Mortgage Note,] a Note Payment Date
as defined in the [related] Loan Agreement.

"Eligible Investments": One or more of the following:

(i) direct obligations of the United States of America;

(ii) obligations fully guaranteed, both as to principal
and interest, by the United States of America;

(iii) certificates of deposit issued by, or bankers'
acceptances of, or time deposits with, a bank or trust company organized under
the laws of the United States or any state thereof, having capital, surplus and
undivided profits aggregating at least $100,000,000 and whose long-term
certificates of deposit are, at the time of acquisition thereof, rated in the
highest rating category for such securities by S&P and Moody's; and

(iv) taxable government money-market portfolios restricted
to obligations with maturities of one year or less, issued or guaranteed by the
full faith and credit of the United States which, at the time of such
investment, are then rated in the highest rating category of S&P and Moody's
(the "highest rating category" as used in this definition shall mean (A) a
rating which would be assigned by S&P, as of the date first above written,
equivalent to or higher than "AAAm" or "AAAmG" with respect to money-market
securities and (B) a rating which would be assigned by Moody's as of the date
first above written, equivalent to or higher than "Am" with respect to
money-market securities);

<PAGE> 11

provided that any such obligations of the types described in clauses (i)
through (iv) above shall not have a maturity later than the earlier of 90 days
and the Due Date immediately following the acquisition thereof or, in the case
of the Certificate Account, the date when any funds being invested are to be
distributed to the Certificateholders; provided further, that any such
obligations of the types described in clauses (i) and (ii) above may be made
through a repurchase agreement in commercially reasonable form with a bank or
other financial institution (which may be the Trustee) the senior unsecured
debt of which is then assigned an A rating or better by S&P or Moody's, so long
as title to the underlying obligations shall pass to the Trustee and that such
underlying obligations shall be segregated in a custodial or trust account of
or for the benefit of the Trustee.

"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

"Event of Default": Any event of default described in Section 7.01.

"Exchange Act": The Securities Exchange Act of 1934, as amended.

"Extraordinary Expense Advances": All reasonable and necessary
"out-of-pocket" costs and expenses of the Trustee in enforcing the Mortgage
Note[s] and the Loan Documents following an Event of Default under Section 7.01
hereof (except for a Non-Monetary Tenant Default), and in compliance with the
obligations of the Trustee under Section 4.08.

"FDIC": Federal Deposit Insurance Corporation or any successor
organization.

"Indemnity Agreement": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.1 of the [related] Loan Agreement.

"Insurance Proceeds": Proceeds paid by any insurer pursuant to any
insurance policy, including but not limited to title insurance, environmental
insurance and self-insurance proceeds paid by Kmart or any Tenant, covering all
or a portion of the Mortgaged Estate.

"Kmart": Kmart Corporation, a Michigan corporation, and its successors
and assigns.

"Lease": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 1.1 of the [related] Loan Agreement.

"Lease Guaranty": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.1 of the [related] Loan Agreement.

<PAGE> 12

"Lease Guaranty Termination": [With respect to any Mortgage Loan] a
Lease Guaranty Termination as defined in the [related] Note Put Agreement.

"Letter of Representations": A letter (in the form attached hereto as
Exhibit D) from the Depositor and the Trustee to, and accepted by, the
Depository, as such letter may be modified or supplemented, or any successor
letter thereto.

"Liquidated Mortgage Loan": [A] [The] Mortgage Loan after an Event of
Default under the [related] Loan Agreement when the Trustee has reasonably
determined that all amounts which it expects to recover from or on account of
such Mortgage Loan have been recovered.

"Liquidation Expenses": Expenses which are incurred by the Trustee in
connection with the liquidation of a defaulted Mortgage Loan, such expenses
including, without limitation, legal fees and expenses, any unreimbursed amount
expended by the Trustee pursuant to Section 4.08 (to the extent such amount is
reimbursable under the terms of Section 4.08) respecting such Mortgage Loan and
any related and unreimbursed expenditures for real estate property taxes or for
property restoration or preservation.

"Liquidation Proceeds": Cash (including Insurance Proceeds and
Condemnation Proceeds) received by the Trustee in connection with the
liquidation of [a] [the] defaulted Mortgage Loan, whether through the sale of
such defaulted Mortgage Loan, the sale of the Mortgaged Estate securing such
defaulted Mortgage Loan pursuant to foreclosure sale or otherwise, or revenues
from or the sale of the related Mortgaged Estate if such Mortgaged Estate is
acquired in satisfaction of such defaulted Mortgage Loan, other than amounts
required to be paid to the Borrower pursuant to law or the terms of the related
Mortgage Note.

"Loan Agreement": [With respect to each Mortgage Note,] the [related]
Loan Agreement between Depositor and [a] Borrower, pursuant to the terms and
conditions of which the [related] Mortgage Loan was made.

"Loan Documents": [With respect to each Mortgage Loan,] the [related]
Note Put Agreement, the related Loan Agreement, the related Mortgage and each
document in the Mortgage File [pertaining to such Mortgage Loan], and each
other document which constitutes a Loan Document pursuant to the terms and
provisions of [such] [the] Loan Agreement.

"Make-Whole Premium": [With respect to each Mortgage Note,] has the
meaning assigned to it in Section 2 of the [related] Loan Agreement. The
Trustee shall be provided with a certificate evidencing the calculation of such
amount by the Depositor.

"Moody's": Moody's Investors Service, Inc., a Delaware corporation,
its successors and assigns.

<PAGE> 13

"Mortgage": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 1.2 of the [related] Loan Agreement.

"Mortgage File": The items referred to in Exhibit A-3 annexed hereto
pertaining to the Mortgage Loan[s].

"Mortgage Loan": The loan pursuant to [a] [the] Loan Agreement
together with all right, title and interest of Depositor relating thereto,
evidenced by the [related] Mortgage Note and secured by the [related] Mortgage,
which Mortgage Loan was sold, conveyed, transferred and absolutely assigned by
the Depositor to the Trustee and which is the subject of this Trust Agreement
and included in the Trust Property. [Each] [The] Mortgage Loan is identified
on the Mortgage Loan Schedule annexed hereto as Exhibit A-1.

"Mortgage Loan Schedule": The schedule attached hereto as Exhibit A-1
setting forth the following information for the Mortgage Loan[s]: (i) [each]
[the] Borrower's name; (ii) the Mortgaged Estate[s]; (iii) the maturity
date[s]; (iv) [each] [the] Mortgage Note rate; (v) the first Due Date; (vi) a
schedule setting forth the Mortgage Payments; and (vii) the original Principal
Balance of [each] [the] Mortgage Loan.

"Mortgage Note": [A] [The] promissory note, executed by [a] [the]
Borrower as obligor and having [a] [the] maturity date and Mortgage Note rate
specified in the Mortgage Loan Schedule, secured by [a] [the] Mortgage.

"Mortgage Payments": The scheduled payments set forth in Exhibit A-1
of interest or principal and interest on the Mortgage Loan[s], as adjusted
pursuant to the prepayment or other liquidation of such Mortgage Loan[s].

"Mortgaged Estate": [With respect to each Mortgage Note,] the real and
personal property securing [such] [the] Mortgage Note.

"Net Liquidation Proceeds": Liquidation Proceeds net of Liquidation
Expenses.

"Non-Monetary Tenant Default": [With respect to a Lease,] any default
under [such] [the] Lease by the [related] Tenant other than a default in the
payment of Annual Rental or Additional Rent.

"Note Put Agreement": [With respect to each Loan Agreement,] the Note
Put Agreement by and between Depositor, [and] the [related] Tenant, [and Kmart]
pursuant to the terms and conditions of which a Put of [such] [the] Mortgage
Note may be made on the occurrence of certain events specified therein.

"Officer's Certificate": A certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President or a Vice President, the
Treasurer or the Secretary or one of the Assistant

<PAGE> 14

Treasurers or Assistant Secretaries or any other duly authorized officer of the
Depositor and delivered to the Trustee containing the information required by
Sections 11.12 and 11.13.

"Opinion of Counsel": An opinion in writing signed by legal counsel
who may be an employee of or counsel to the Depositor in form and substance
acceptable to the Trustee containing the information required by Sections 11.12
and 11.13.

["Option Agreement": An option granted by [a][the] Borrower to
[a][the] Tenant permitting such Tenant to acquire the [related] Project in the
event Borrower does not perform its obligations under the [related] Lease and
the [related] Construction Fund Disbursement Agreement.]

"Paying Agent": The Person designated as the Paying Agent pursuant to
Section 3.05.

"Percentage Interest": The percentage of the whole undivided
beneficial interest in the Trust Property held by a Holder, to be evidenced by
a Certificate which shall state the percentage interest therein.

"Permitted Encumbrances": The Permitted Encumbrances as defined in
[each] [the] Mortgage.

"Pledge Agreement": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.2 of the [related] Loan Agreement.

"Principal Balance": The outstanding principal balance of [the] [a]
Mortgage Note as of any specified date.

"Principal Prepayment": Any payment or other recovery of principal on
[a] [the] Mortgage Note (other than monthly receipts of amounts referred to in
Section 4.02(a)), including any prepayment of principal pursuant to Section 3
of the [related] Loan Agreement, Insurance Proceeds and Condemnation Proceeds
to the extent required to be deposited in the Certificate Account, and
Liquidation Proceeds, which is received in advance of its scheduled Due Date.

"Project": [A] [The] facility comprised of a retail store [constructed
by [a] Borrower [and [a] Tenant]] for lease by [a] [such] Tenant on real
property [which will be [acquired by] [owned by] [a] [such] Borrower and] [upon
which such facility will be constructed on behalf of [such] Borrower] using the
proceeds of [a] [the] Mortgage Loan.

<PAGE> 15

"Purchase Price": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 2.1 of the [related] Note Put Agreement.

"Put": The right to require purchase of [a] [the] Mortgage Note by [a]
[the] Tenant and Kmart pursuant to the [related] Note Put Agreement.

"Rating Agency": Any nationally recognized statistical rating agency,
or its successor, that rated the Certificates at the request of the Depositor
at the time of the initial issuance of the Certificates. If such agency or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating agency, or other comparable Person, designated by
the Depositor, notice of which designation shall be given to the Trustee.
References herein to the highest rating category of a Rating Agency shall mean
AAA or better in the case of S&P and Aaa or better in the case of Moody's and
in the case of any other Rating Agency shall mean a rating equivalent to such
ratings.

"Record Date": (i) With respect to any distribution, the close of
business on the fifteenth day preceding the related Remittance Date, except
with respect to a distribution pursuant to Section 3.01(f), in which case the
Record Date is the close of business on the fifteenth day prior to the
Remittance Date on which the related Mortgage Payment would, pursuant to the
terms hereof, have been distributable to the Certificateholders had such
Mortgage Payment been paid in full in a timely manner. (ii) With respect to
any direction, consent, waiver, or other action to be given or taken by
Certificateholders, the date established by the Trustee pursuant to Section
1.03(e) hereof.

"Registered Global Certificate": The Certificate, if any, issued to
the Depository in accordance with Article III and bearing the legend prescribed
in Section 3.06(a).

"Remittance Date": With respect to the Certificates, an interest or
principal and interest payment date of ________ 1, 19__, and the first Business
Day of each ________ and ____ thereafter until _____ 1, ____, or the payment of
the unpaid principal balance in full, or such other date when a distribution is
made pursuant to Section 3.01(c), 3.01(d), 3.01(e) or 3.01(f) hereof.

"Rental Payment Account": [The] [Each] trust account described in
Section 4.03.

"Responsible Officer": When used with respect to the Trustee, the
Chairman or Vice Chairman of the Board of Directors of the Trustee, the
Chairman or Vice Chairman of the Executive or Standing Committee of the Board
of Directors of the Trustee, the President, the Chairman of the Committee on
Trust Matters, any Vice President, any Assistant Vice President, the Secretary,
any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier,
any Assistant Cashier, any Trust Officer or Assistant Trust Officer, the
Controller and any Assistant Controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with

<PAGE> 16

respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

"[Second Mortgage": A Mortgage, Security Agreement and Assignment of
Rents from [a] [the] Borrower to [a] [the] Tenant which grants a lien
subordinate to the [related] Mortgage on [a] [the] Project to secure such
Borrower's performance under the [related] Lease and under the [related]
Construction Fund Disbursement Agreement.]

"S & P": Standard & Poor's Ratings Group, a _______________
corporation, its successors and assigns.

"Tenant" [or "Tenants"]: [Kmart and] ___________, _____________ [or
____________,] [each of] which is a subsidiary of Kmart and which has entered
into [the] [a] Lease with [a] [the] Borrower to occupy a Project.

"Termination Premium": [With respect to each Mortgage Note,] has the
meaning assigned to it in Section 2 of the [related] Note Put Agreement.

"TIA": The Trust Indenture Act of 1939 as in effect on the date as of
which this Trust Agreement was first qualified under such Act; provided,
however, that in the event the Trust Indenture Act is amended after such date,
"TIA" means, to the extent required by such amendment, the Trust Indenture Act
of 1939 as so amended.

"Transfer Assurance": A Transfer Assurance required pursuant to
Section 3.02(c).

"Trust": The grantor trust created pursuant to this Trust Agreement.

"Trust Agreement": This Trust Agreement and all amendments hereof and
supplements hereto.

"Trustee": United States Trust Company of New York, and its permitted
successors hereunder.

"Trustee's Fee": The amount of the annual fee paid to the Trustee for
its Administrative Expenses, including the reasonable expenses of preparing any
tax returns as provided in Section 5.02, arising under this Trust Agreement,
equal to $_____, payable by the Tenant[s] pursuant to the Consent and
Agreement[s].

"Trust Property": The corpus of the Trust, to the extent described
herein, consisting of the Mortgage Loan[s], including all rights which secure
the obligation of the Borrower[s] thereunder, the Mortgage Note[s], all Loan
Documents, such assets as shall from time to time be identified as deposited
in the Certificate Account (including the investment income thereon), property
which secures the Mortgage Loan[s] and which has been acquired by

<PAGE> 17

foreclosure or deed in lieu of foreclosure (prior to its disposition) and
Insurance Proceeds, Condemnation Proceeds and any other amounts receivable
under the Mortgage Note[s] or the Loan Documents, and any funds advanced by the
Certificateholders to Trustee or otherwise held by Trustee in accordance with
the provisions hereof.

"Underwriters": The several underwriters named in the Underwriting
Agreement.

"Underwriting Agreement": The Underwriting Agreement dated ________
__, 19__, between Kmart, the Depositor and Sutro & Co. Incorporated [on behalf
of itself and the several underwriters named therein].

Section 1.02. Incorporation by Reference of Trust Indenture Act.
Whenever this Trust Agreement refers to a provision of the TIA, such provision
is incorporated by reference in and made a part of this Trust Agreement. The
following TIA terms used in this Trust Agreement have the following meanings:

"Commission" means the SEC.

"Indenture securities" means the Certificates.

"Indenture security holder" means a Certificateholder.

"Indenture to be qualified" means this Trust Agreement.

"Indenture trustee" or "institutional trustee" means the Trustee.

"Obligor" on the Indenture securities means Kmart.

All other TIA terms used in this Trust Agreement that are defined by
the TIA, defined by TIA reference to another statute or defined by SEC rule
have the meanings assigned to them by such definitions.

Section 1.03. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Trust Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or
by an agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Depositor and to Kmart. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of Certificateholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any

<PAGE> 18

such agent shall be sufficient for any purpose of this Trust Agreement and
conclusive in favor of the Trustee and the Depositor, if made in the manner
provided in this Section 1.03.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Depositor in reliance thereon, whether or not notation of such action is
made upon such Certificate.

(e) If the Trustee shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Trustee
shall fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other Act. Such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or
after such record date, but only the Holders of record at the close of business
on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of outstanding
Certificates have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the outstanding Certificates shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Trust Agreement not later than six months
after the record date.

ARTICLE II
CONVEYANCE OF MORTGAGE LOAN[S]; TRUST PROPERTY

Section 2.01. Conveyance of Mortgage Loan[s]. As grantor of the
Trust, the Depositor, concurrently with the execution and delivery hereof, does
hereby sell, transfer, set over, convey and absolutely assign to the Trustee
without recourse (except as provided herein) in trust intending to establish
the Trust, all right, title and interest of the Depositor in and to the
Mortgage Loan[s], including all interest, Make-Whole Premium, Termination
Premium and principal due or to become due from [each] [the] Borrower on or
with respect to [each] [the] Mortgage Loan.

<PAGE> 19

In connection with such sale, conveyance, transfer and absolute
assignment, the Depositor does hereby sell, transfer, convey and absolutely
assign and deliver to, and deposit with, the Trustee the Mortgage Note[s] and
all Loan Documents.

The ownership of the Trust Property is vested in the Trustee without
reservation of any right, title or interest whatsoever in the Depositor. The
Depositor intends that the sale, conveyance, transfer and absolute assignment
of the Depositor's right, title and interest in and to the Trust Property
pursuant to this Trust Agreement shall constitute a purchase and sale and not a
pledge of security for a loan. However, if for any reason such conveyance is
deemed not to be a sale, the Depositor intends that the rights and obligations
of the parties shall nevertheless be established pursuant to the terms of this
Trust Agreement and that the Depositor shall be deemed to have granted to the
Trustee a first priority security interest in all of the Depositor's right,
title and interest in, to and under the Mortgage Loan[s], all payments of
principal of or interest on the Mortgage Loan[s], all other payments made in
respect of the Mortgage Loan[s] (including, without limitation, any Make-Whole
Premium or Termination Premium), and all proceeds of any thereof, and any other
assets of the Trust, and that this Trust Agreement shall constitute a security
agreement under applicable law.

Section 2.02. Acceptance by Trustee. The Trustee acknowledges receipt
of the documents referred to in Section 2.01, subject to any exceptions noted
in a certificate of the Trustee delivered within 30 days after the Closing
Date, and declares that it holds and will hold such documents delivered to it
in trust for the use and benefit of all present and future Certificateholders.
The Trustee agrees, for the benefit of Certificateholders, to review within 30
days after the Closing Date each of the documents described in Section 2.01
delivered to it to ascertain that all required documents have been executed and
received, and that such documents relate to the Mortgage Loan[s] identified in
the Mortgage Loan Schedule, as supplemented, that have been sold, conveyed,
transferred and absolutely assigned to it. If the Trustee finds any document
or documents constituting a part of the documents described in Section 2.01 to
be missing, mutilated, damaged, defaced, incomplete, improperly dated, clearly
forged or otherwise physically altered in any material respect, the Trustee
shall promptly (and in any event within no more than five Business Days after
such discovery) so notify the Depositor. At the conclusion of such review, the
Trustee shall also notify the Depositor if, in examining such documents, or
through any other means, the Trustee had notice or knowledge (a) of any adverse
claim, lien or encumbrance against [any] [the] Mortgage Loan or [any] [the]
[related] Mortgaged Estate, (b) that [any] [the] Mortgage Note was overdue or
had been dishonored, (c) of evidence on the face of [any] [the] Mortgage Note
or Mortgage of any security interest or other right or interest therein, or (d)
of any defense against or claim to [any] [the] Mortgage Note by any party. The
Depositor shall correct such omission or other irregularity referred to above

<PAGE> 20

within 90 days from receipt of such notice from the Trustee. The Trustee shall
review the documents referred to in Section 2.01 only for the purpose set forth
above in this Section 2.02 and the Trustee shall be under no duty or obligation
to inspect, review or examine any such documents, instruments, certificates or
other papers to determine that they are genuine, enforceable or appropriate for
the represented purpose or that they have actually been recorded or that they
are other than what they purport to be on their face.

Within thirty (30) days of the Closing Date, the Trustee shall deliver
to the Depositor, Kmart and the Certificateholders the Trustee's Certification
substantially in the form attached hereto as Exhibit C.

Section 2.03. Trust Property. The Trustee acknowledges that it
holds the Trust Property conveyed pursuant to this Trust Agreement in trust for
the use and benefit of all present and future Certificateholders.

Section 2.04. Limitation of Powers. The Trust is constituted solely
for the purpose of making the investment in the Trust Property, and, except as
set forth herein, the Trustee is not authorized or empowered to acquire any
other investments or engage in any other activities.

ARTICLE III
THE CERTIFICATES

Section 3.01. The Certificates.

(a) Form and Terms. The Certificates and the Trustee's certificate
of authentication shall be substantially in the form attached hereto as Exhibit
B. Subject to the provisions of Section 3.06 hereof, the Certificates shall be
issuable as registered securities without coupons and shall be numbered,
lettered or otherwise distinguished from one another. The Certificates shall
be issued in denominations of $1,000 principal amount and any integral multiple
thereof and shall be dated the date of their authentication. Each Certificate
shall bear interest and have the other terms as are set forth in the
Certificate Schedule and in such Certificate. Each Certificate shall evidence
a beneficial ownership interest in the Trust Property and shall have no rights,
benefits or interest in respect of any other separate pass-through trust, if
any, or the trust property held in such other pass-through trust. All
Certificates shall be in all respects equally and ratably entitled to the
benefits of the Trust without preference, priority, or distinction on account
of actual time or times of authentication and delivery, all in accordance with
the terms and provisions of this Trust Agreement.

Certificates shall not be subject to optional prepayment except as
provided herein.

<PAGE> 21

On the Closing Date, Trustee shall issue the Certificates indicated on
the Certificate Schedule. The aggregate principal amount of the Certificates
to be issued hereunder shall not exceed $___________.

(b) Execution and Authentication. The Certificates shall be
executed on behalf of the Trustee by its Chairman of the Board, one of its Vice
Chairmen, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon. The signature of any such officer on the Certificates may
be manual or facsimile.

Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Trustee shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificates.

No Certificate shall be entitled to any benefit under this Trust
Agreement or be valid or obligatory for any purpose unless there appears on
such Certificate a certificate of authentication substantially in the form
provided for in Exhibit "B" annexed thereto duly executed by the Trustee by
manual signature of an authorized officer, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and made available
for delivery hereunder.

(c) Prepayment Distribution. In the event of a prepayment of [a]
[the] Mortgage Note pursuant to Section 3 of the [related] Loan Agreement (not
including a Put pursuant to the [related] Note Put Agreement), the Trustee
shall within 30 days following receipt of any amounts in connection with such
prepayment distribute the portion of such amounts that have been deposited into
the Certificate Account to the Certificateholders pro rata based upon their
respective Percentage Interests.

(d) Note Put Distribution. The Trustee shall, in the manner and to
the extent required by Section 313(c) of the TIA, notify the Certificateholders
of the occurrence of any Triggering Event (as defined in [a] [the] Note Put
Agreement) known to the Trustee within five (5) Business Days after obtaining
knowledge thereof.

(i) Upon the occurrence of a Triggering Event, the Trustee, as
provided in (ii) below or upon receipt, within 90 days of delivery of the
notice pursuant to Section 3.01(d), of the written direction to exercise the
Put by the Holders of Certificates evidencing Percentage Interests in the
aggregate of not less than 66-2/3%, shall (A) exercise the Put in accordance
with the terms and provisions of [such] [the] Note Put Agreement, including but
not limited to delivering the [related] Mortgage Note, endorsed as provided in
such Note Put Agreement, to the [related] Tenant [or Kmart, as the case may
be,] upon receipt of the Purchase Price from the [related] Tenant [or Kmart],
(B) designate

<PAGE> 22
the Purchase Date under [such] [the] Note Put Agreement, which Purchase Date
shall be not more than 35 Business Days after receipt of such direction, and
(C) within 30 days following the receipt of the Purchase Price distribute such
amount, less any unreimbursed reasonable costs and expenses incurred by the
Trustee in connection with the exercise of the Put, to the Certificateholders
pro rata based upon their respective Percentage Interests, whereupon this Trust
shall terminate with respect to such Mortgage Note and the [related] Loan
Documents. Upon execution and delivery of all documents reasonably necessary
to assign the related Loan Documents to the purchaser of such Mortgage Note,
the Trustee shall have no further obligations with respect to such Loan
Documents or such Mortgage Note. The payment of the Purchase Price to Trustee
as set forth herein and in the [related] Note Put Agreement and any other
amounts due under the terms of the Note Put Agreement shall satisfy in full
[the related] Tenant's and Kmart's obligations under the [related] Note Put
Agreement.

(ii) If the Triggering Event is a Lease Guaranty Termination, the
Trustee shall exercise the [related] Put and take the other steps specified in
(i) above unless, within 30 days after sending the notice of the occurrence of
the Triggering Event as provided in this Section 3.01(d), the Trustee receives
written direction from the Holders of Certificates evidencing Percentage
Interests in the aggregate of not less than 66-2/3% instructing the Trustee not
to exercise such Put.

(e) Liquidation Distribution. In the event of a liquidation of [a]
[the] Mortgage Note by foreclosure or otherwise as a consequence of an Event of
Default (not including a Put pursuant to the [related] Note Put Agreement), the
Trustee shall within 30 days following receipt of any Net Liquidation Proceeds
in connection with such liquidation distribute such amounts to the
Certificateholders pro rata based upon their respective Percentage Interests.
Once a Mortgage Loan has become a Liquidated Mortgage Loan and all Net
Liquidation Proceeds with respect to such Liquidated Mortgage Loan have been
distributed to the Certificateholders, this Trust shall terminate with respect
to such Liquidated Mortgage Loan and the [related] Loan Documents.

(f) Late Payment Distribution. In the event that, due to unpaid
Annual Rental, there are insufficient funds available on any Due Date to pay
the Mortgage Payments on a Mortgage Note and subsequent to such Due Date such
Annual Rental or any Additional Rent with respect thereto is paid, the Trustee
shall, within 10 Business Days of receipt of such late Annual Rental or
Additional Rent, distribute to the Certificateholders such unpaid portion of
such Mortgage Payments together with interest on such overdue amount at the
Overdue Rate (as defined in such Mortgage Note) to the extent received.

(g) Adjustment of Debt Service. In the event of (i) an optional
prepayment of all or any part of a Mortgage Note, (ii) an acceleration of the
maturity date of a Mortgage Note by reason of

<PAGE> 23

an Event of Default, (iii) a Borrower becoming obligated to prepay a Mortgage
Note pursuant to Section 3.3 of the [related] Loan Agreement, (iv) a reduction
of Mortgage Payments due to the condemnation of a part of the [related] Project
resulting in a reduction in Annual Rental, or (v) the sale of a Mortgage Note
pursuant to a Note Put Agreement, the Debt Service shall be reduced to equal
the aggregate Mortgage Payments on the remaining outstanding Mortgage Notes,
after giving effect to any reduction in such Mortgage Payments by reason of an
optional partial prepayment or a condemnation described in clause (iv) and
excluding from "remaining outstanding Mortgage Notes," for this purpose, any
Mortgage Note which is sold pursuant to the Note Put Agreement, which is
prepaid in full, the maturity date of which has been accelerated, or which the
Borrower is obligated to prepay in full pursuant to Section 3.3 of the related
Loan Agreement.

(h) Notice of Distribution. Notice of a distribution pursuant to
Section 3.01(c), (d) or (e) shall be given by sending such notice, by
first-class mail, postage prepaid, not less than 10 days prior to the date
fixed for such distribution. Notice of such distribution pursuant to any other
provision hereof shall be given as soon as reasonably practicable following
notice of the facts giving rise to such distribution by the Trustee. All
notices of any such distribution shall be mailed to the Certificateholder at
the address shown on the Certificate Register. The reasonable costs of such
notices incurred by the Trustee shall be deducted from the amount of any such
distribution.

(i) Rights of Holders to Payments. The rights of the
Certificateholders to receive payments with respect to the Trust Property in
respect of the Certificates, and all ownership interests of the
Certificateholders in such payments, shall be as set forth in this Trust
Agreement.

Section 3.02. Registration of Transfer and Exchange of Certificates.

(a) The Trustee shall cause to be kept at its Corporate Trust
Office or at the office of its designated agent, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee shall be the
Certificate Registrar. If the Trustee is not the Certificate Registrar, the
Depositor shall furnish to the Trustee on or before each Remittance Date and at
such other times as the Trustee may request in writing a list in such form and
as of such date as the Trustee may reasonably require of the names and
addresses of Certificateholders, which list may be conclusively relied upon by
the Trustee.

(b) Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office or at the office of any designated agent of the
Trustee maintained for such purpose, the Trustee shall execute, authenticate
and deliver, in the name of the

<PAGE> 24

designated transferee or transferees, a new Certificate of a like tenor and
dated the date of such execution and authentication by the Trustee.

(c) No transfer of a Certificate or of a beneficial interest in a
Registered Global Certificate shall be made unless the Trustee shall have
received a Transfer Assurance consisting of either (i) a representation letter
from the transferee of such Certificate or of such beneficial interest in a
Registered Global Certificate, reasonably acceptable to the Trustee and
Depositor, to the effect that such transferee is not a Benefit Plan nor a
person acting on behalf of or purchasing for the benefit of any such Benefit
Plan, which representation letter shall not be an expense of either the Trustee
or the Depositor, or (ii) in the case of any such Certificate presented for
registration, or of any such beneficial interest in a Registered Global
Certificate proposed to be registered on the books of the Depository or on
those of a participant in such Depository, in the name of a Benefit Plan, or a
trustee of any such Benefit Plan, an Opinion of Counsel reasonably satisfactory
to the Trustee and Depositor to the effect that the purchase or holding of such
Certificate will not result in the assets of the Trust being deemed to be "plan
assets" subject to the prohibited transaction provisions of ERISA or the Code,
or that the purchase or holding of such Certificate qualifies as an exempt
prohibited transaction under the provisions of ERISA or the Code, and will not
subject the Trustee or the Depositor to any obligation in addition to those
undertaken in this Trust Agreement, which Opinion of Counsel shall not be an
expense of the Trustee or the Depositor.

(d) At the option of the Certificateholder, a Certificate may be
exchanged for another Certificate or Certificates of a like tenor, upon
surrender of the Certificate to be exchanged at the Corporate Trust Office or
at the office of any designated agent of the Trustee maintained for such
purpose. Whenever a Certificate is so surrendered for exchange, the Trustee
shall execute, authenticate and deliver a new Certificate which the
Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Trustee) be duly endorsed by, or be accompanied by a written
instrument of transfer in a form reasonably satisfactory to the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing.

(e) No service charge shall be made to the Holder for any transfer
or exchange of the Certificate, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of the Certificate.

(f) All Certificates surrendered for transfer and exchange shall be
destroyed by the Trustee.

<PAGE> 25

Section 3.03. Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Trustee or the Trustee
receives evidence to its reasonable satisfaction of the destruction, loss or
theft of any Certificate, and (ii) there is delivered to the Trustee such
reasonable security or indemnity as may be required by it to save it harmless,
then, in the absence of notice to the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor. Upon the issuance of any
new Certificate under this Section, the Trustee may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith. Any
replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership of the undivided interest of
the Certificateholder in the Trust Property, as if originally issued, whether
or not the mutilated, destroyed, lost or stolen Certificate shall be found at
any time.

Section 3.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Trustee may treat the Person in
whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate and the undivided interest in the Trust Property
evidenced thereby for the purpose of receiving remittances pursuant to Section
5.01 and for all other purposes whatsoever, and the Trustee shall not be
affected by notice to the contrary.

Section 3.05. Appointment of Paying Agent. The Trustee shall
initially serve as Paying Agent for the purposes of making distributions to
Certificateholders pursuant to Section 5.01. The Trustee shall require each
Paying Agent, other than the Trustee, to agree in writing that such Paying
Agent shall hold in trust for the benefit of the Certificateholders or the
Trustee all assets held by the Paying Agent for the payment of principal of, or
interest on, the Certificates, and shall notify the Trustee of any default in
making such payments.

Section 3.06. Certificates Issuable in the Form of a Registered
Global Certificate.

(a) The Trustee shall, in accordance with this Article, execute,
authenticate and deliver, Registered Global Certificates which, in the
aggregate, (i) shall represent, and shall be denominated in an initial
principal amount equal to, the original aggregate principal amount of the
Certificates issued hereunder, (ii) shall be registered in the name of the
Depository or its nominee, and (iii) shall bear a legend substantially to the
following effect: "Unless this Registered Global Certificate is presented by
an authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Trustee or its agent for registration of transfer,
exchange or payment, and any Registered Global Certificate issued is registered
in the name of

<PAGE> 26

Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein."

(b) Notwithstanding any other provision of this Section or of
Section 3.02, the Registered Global Certificates may be transferred, in whole
but not in part and in the manner provided in Section 3.02, by the Depository
to a nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor Depository selected or approved by the Depositor
upon notice to the Trustee or to a nominee of such successor Depository.

(c) The Depository shall be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

(d) If (i) (A) the Depositor at any time advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities, or (B) the Depository at any time shall no longer be
eligible under subsection (c) above, and the Depositor is unable to appoint a
qualified successor within 90 days after the Depositor receives such notice or
becomes aware of such condition, as the case may be, or (ii) the Depositor at
any time, but only with the consent of Kmart, determines that the Certificates
shall no longer be represented by Registered Global Certificates and that the
provisions of this Section shall no longer apply to such Certificates, then
this Section shall no longer be applicable to the Certificates. In such event,
(x) the Trustee shall notify all Certificate Owners, through the Depository, of
the occurrence of any such event and of the availability of Certificates in
definitive registered form and (y) upon surrender of the Registered Global
Certificates to the Trustee, accompanied by reregistration instructions from
the Depository, the Trustee shall execute, authenticate and deliver
Certificates in definitive registered form without coupons, in authorized
denominations, and in an aggregate Percentage Interest equal to the Percentage
Interest evidenced by the Registered Global Certificates then outstanding in
exchange for such Registered Global Certificates. Upon the exchange of the
Registered Global Certificates for such Certificates in definitive registered
form without coupons in authorized denominations, such Registered Global
Certificates shall be canceled by the Trustee. If such exchange occurs as a
result of the events described in (i) above, all costs of the preparation,
execution, authentication and delivery of such Certificates shall be paid [pro
rata] from the Rental Payment Account[s]. If such exchange occurs at the
request of the Depositor pursuant to (ii) above, the Depositor shall pay all
such costs. Such Certificates in definitive registered form issued in

<PAGE> 27

exchange for the Registered Global Certificate pursuant to this subsection (d)
shall be registered in the names and in authorized denominations set forth in
the registration instructions. The Trustee shall deliver such Certificates to
the Persons in whose names such Certificates are so registered.

(e) As long as the Certificates are represented by the Registered
Global Certificates, all distributions in respect of such Certificates shall be
made by wire transfer of immediately available funds on the date such
distributions are due in accordance with the Letter of Representations, and the
Depositor shall or shall cause the Trustee to provide to the Depository any
notices referred to in the Letter of Representations in accordance with the
Letter of Representations.

(f) Unless and until Certificates in definitive registered form are
issued pursuant to paragraph (d) above, on the Record Date prior to each
Remittance Date, the Trustee will request from the Depository a securities
position listing setting forth the names of all participants in such Depository
reflected on the Depository's books as holding interests in the Registered
Global Certificates on such Record Date. The Trustee shall mail to each such
Depository participant the statements described in Section 5.02.

Section 3.07. Temporary Securities. Pending the preparation of
definitive Certificates, the Trustee may execute and authenticate and make
available for delivery, temporary Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Certificates in lieu
of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such temporary
Certificates may determine, as conclusively evidenced by their execution of
such temporary Certificates. The Depositor shall bear the cost of preparation
of any temporary Certificates.

If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee designated for such purpose
pursuant to Section 3.02 hereof, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Certificates, the Trustee shall
execute and authenticate and make available for delivery in exchange therefor a
like principal amount of definitive Certificates of authorized denominations.
Until so exchanged, the temporary Certificates shall in all respects be
entitled to the same benefits under this Trust Agreement as definitive
Certificates. Once so exchanged, the temporary Certificates shall be cancelled
by the Trustee.

<PAGE> 28

ARTICLE IV
RECEIPT AND DISTRIBUTION OF INCOME
AND PROCEEDS FROM THE TRUST PROPERTY

Section 4.01. Calculation of Distributions. The Trustee shall
calculate the Available Distribution Amount, make distributions on each
Remittance Date as set forth in Section 5.01 and have full power and authority
to do any and all things which it may deem necessary or desirable in connection
with such duties.

Section 4.02. Receipt of Lease Payments; Collection of Lease and Lease
Guaranty Payments; Collection of Indemnity Agreement Payments; Collection of
Mortgage Loan Payments; Investment Direction.

(a) Pursuant to the Consent and Agreement[s], [each] Tenant under
[the] [each] Lease will pay all Annual Rental and Additional Rent (except for
Real Estate Taxes (as defined in the related Lease) and amounts payable
directly to a third party pursuant to such Lease, which shall be payable in
accordance with such Lease) payable by [each] Tenant under [the] [each] Lease
directly to the Trustee. All such Annual Rental and Additional Rent received
by Trustee shall be deposited by the Trustee in the Rental Payment Account as
described in Section 4.03 hereof, invested in Eligible Investments in
accordance with Section 4.02(d) of this Trust Agreement, and applied in
accordance with Section 4.04 hereof; provided that, subsequent to the Trustee
becoming aware of the occurrence of an Event of Default pursuant to Section
7.01 hereof (except for a Non-Monetary Tenant Default), and during the time
such Event of Default continues without being cured, or waived, all Annual
Rental and Additional Rent from the [related] Lease received by Trustee shall
be deemed received pursuant to the Assignment of Leases and Rents and shall be
deposited by the Trustee in the Certificate Account as described in Section
4.05 hereof, shall be invested in accordance with Section 4.02(d) hereof, and
shall be applied in accordance with Section 4.06 hereof.

(b) In the event the Trustee does not receive any monthly
installment of Annual Rental on the date set forth in [the] [each] Lease,
taking into account any grace period provided for therein, the Trustee is
hereby directed to and the Trustee shall notify the [related] Borrower (as
landlord), the [related] Tenant [and Kmart] in writing regarding [the] [such]
Tenant's failure to make such timely payment. In the event the Trustee does
not receive the monthly installment of Annual Rental within the greater of
[five] Business Days of giving such written notice or any applicable grace
period under [the] [such] Lease and [the [related] Lease Guaranty], the Trustee,
at the written direction of the Holders of Certificates of Percentage Interests
aggregating not less than 66-2/3%, shall use its best efforts to enforce the
provisions of [the] [such] Lease [and [the] [such] Lease Guaranty] by exercising
all of the remedies available to it at law and in equity, including, but not
limited to, the remedies available under [the] [such] Lease [and [the] [such]
Lease Guaranty], provided that

<PAGE> 29

the Trustee shall give notice of intent to terminate or take action to
terminate [the] [such] Lease only at the written direction of Holders of
Certificates of Percentage Interests aggregating not less than 66-2/3% to take
such action.

(c) Continuously from the date hereof until the principal and
interest on, the Mortgage Loan[s] are paid in full, the Trustee will use
reasonable best efforts to collect all payments due under the Mortgage Loan[s]
when the same shall become due and payable. The Trustee shall also review any
official receipts from any taxing authority provided to it pursuant to Section
1.08(c) of the Mortgage[s] to monitor payment of Impositions (as defined in the
Mortgage[s]). [The Trustee also shall use its best efforts to collect any
amount that becomes due pursuant to [the] [an] Indemnity Agreement. Any
amounts collected by the Trustee pursuant to [the] [an] Indemnity Agreement
shall be deposited in the [related] Rental Payment Account, provided that
during any period when the proviso of Section 4.02(a) applies to the [related]
Annual Rental and Additional Rent, any amounts received under the [related]
Indemnity Agreement shall be deposited in the Certificate Account and applied
in accordance with Section 4.06 hereof.]

(d)(i) Funds in [the] [each] Rental Payment Account and [the] [each]
Capitalized Debt Service Account shall be invested in Eligible Investments [at
the written direction of the Borrower [on whose behalf such accounts have been
established]]. Funds in the Certificate Account shall be invested by the
Trustee in Eligible Investments described in subparagraph (i), (ii) or (iv) of
the definition thereof (or in the further proviso at the end of such
definition). All such investments shall mature on or prior to the next
succeeding Determination Date and in no event shall be invested in obligations
maturing later than 90 days from the investment date. The risk of investment
loss with respect to funds in [the] [each] Rental Payment Account and [the]
[each] Capitalized Debt Service Account shall be borne by the Borrower [on
whose behalf such accounts have been established]. The risk of investment loss
with respect to funds in the Certificate Account shall be borne by the
Certificateholders. On or after the Due Date and prior to the next succeeding
Determination Date, the Trustee shall be prohibited from selling or
transferring Eligible Investments prior to maturity unless and until a default
shall have occurred under [a] [the] Mortgage Note. In the event the Trustee
shall not have received at least twenty-four hours' written notice as to any
investment direction from [the] [a] Borrower, upon the maturity of an existing
investment, the Trustee shall be authorized to invest maturing amounts in
Eligible Investments described in subparagraph (iv) of the definition thereof
(or in the further proviso at the end of such definition) until further
directed in writing as to investments of such amounts. Investment earnings and
losses on any Eligible Investment shall be deposited to or charged to the
account in which the funds used for any such Eligible Investment were
deposited. The Trustee shall have no responsibility for any loss on any
Eligible Investments.

<PAGE> 30

(ii) If an Event of Default occurs under [a] [the] Mortgage Note or
Loan Documents [with respect to a Mortgage Loan], the Borrower [of such
Mortgage Loan] shall be prohibited from directing investments as contemplated
above and the Trustee shall invest in Eligible Investments described in
subparagraph (i), (ii) or (iv) of the definition thereof (or in the further
proviso at the end of such definition).

Section 4.03. Establishment of Rental Payment Account[s]; Deposits in
Rental Payment Account[s]. The Depositor (on behalf of [the] [each] Borrower)
hereby establishes [the] [a separate] Rental Payment Account with the Trustee.
[Such] [Each such] account shall be maintained as a fund separate and distinct
from other accounts [(including other Rental Payment Accounts)] created under
this Trust Agreement. Prior to an Event of Default with respect to such
Borrower's Mortgage Loan pursuant to Section 7.01 hereof (except for a
Non-Monetary Tenant Default), [the] [such] Rental Payment Account shall remain
the property of the Borrower [on whose behalf such Rental Payment Account was
established], subject to the rights of the Trustee under Section 4.04 of this
Trust Agreement and under [the] [such Borrower's] Pledge Agreement.

The Trustee shall cause to be deposited in [the] [such] Rental Payment
Account and retained therein:

(a) All payments (including Annual Rental and Additional Rent)
received pursuant to the terms of the [related] Lease [and Lease Guaranty]
other than Condemnation Proceeds and Insurance Proceeds and pursuant to the
terms of the [related] Indemnity Agreement, subject to the proviso of Section
4.02(a) hereof;

(b) Subject to the provisions of the [related] Lease, all Insurance
Proceeds or Condemnation Proceeds received pursuant to Section 17 or Section 18
of [the] [such] Lease in excess of the amounts required to make the mandatory
prepayment of the [related] Mortgage Notes pursuant to Section 3.3 of the
[related] Loan Agreement; and

The foregoing requirements for deposit in the Rental Payment Account[s] shall
be exclusive.

Section 4.04. Permitted Withdrawals From the Rental Payment
Account[s]. The Trustee shall cause the withdrawal of funds from [the] [a]
Rental Payment Account for the following purposes and in the following order
of priority:

(a) Upon the occurrence of an Event of Default [with respect to a
Borrower's Mortgage Loan] pursuant to Section 7.01 hereof (except for a
Non-Monetary Tenant Default), to transfer to the Certificate Account all
amounts in the Rental Payment Account

<PAGE> 31

[related to such Mortgage Loan] and to apply such amounts pursuant to the
provisions of Section 4.06 hereof;

(b) to transfer to the Certificate Account (i) on each Due Date an
amount equal to the Mortgage Payments due and unpaid on the [related
Borrower's] Mortgage Loan as of such Due Date and (ii) on the next Business Day
after receipt any amounts distributable to the Certificateholders under Section
3.01(f).

(c) to pay the Trustee for any amounts due pursuant to Section
3.06(d), for any unreimbursed Extraordinary Expense Advances required by [the
related] Borrower's default pursuant to the [related] Mortgage Note or the
[related] Loan Documents and for [such Borrower's ratable portion of] due and
unpaid Trustee's Fees, and to reimburse Trustee for any expenses, costs and
liabilities for which it is entitled to reimbursement hereunder or under the
[related] Mortgage Note or the Loan Documents [related to such Borrower's
Mortgage Loan]; prior to an Event of Default [with respect to such Borrower's
Mortgage Loan] the Trustee's right to reimburse itself pursuant to this clause
(c) with respect to [the] [such Borrower's] Mortgage Loan is limited to
reimbursement for amounts due pursuant to Section 3.06(d); subsequent to an
Event of Default [with respect to such Borrower's Mortgage Loan] pursuant to
Section 7.01 (except for a Non-Monetary Tenant Default), the Trustee shall have
a prior lien on all moneys in [the] [such Borrower's] Rental Payment Account
for payment or reimbursement of Extraordinary Expense Advances [related to such
Mortgage Loan], [such Borrower's ratable portion of] due and unpaid Trustee's
Fees, and other amounts owed it and payable by [such] Borrower under any
provision of the [related] Mortgage Note or the [related] Loan Documents,
provided, however, that so long as [(i) no default exists under the [related]
Lease Guaranty, taking into account any grace period provided for therein, or
(ii)] no direction has been given by Certificateholders owning Percentage
Interests of at least 66-2/3% to exercise rights or remedies under such
Mortgage Notes or Loan Documents, the payments pursuant to Section 4.04(a) and
(b) above shall be made by Trustee free and clear of such lien; and

(d) to disburse to [the related] Borrower any amounts remaining in
the Rental Payment Account promptly following the second scheduled Remittance
Date after the Closing Date, and on each anniversary thereafter to such
Remittance Date, after paying or providing for the payment or withdrawal of
amounts described in clauses (a), (b) and (c) above.

Section 4.05. Establishment of Certificate Account; Deposits in
Certificate Account. With respect to the Mortgage Loan[s], the Trustee shall
cause to be segregated and held all funds collected and received pursuant to
the Mortgage Loan[s] separate and apart from any of its own funds and general
assets and shall cause to be established and maintained a Certificate Account
in the form of a trust account titled "Mortgage Pass-Through Certificates
(_____________________________) Series 199_, Certificate Account" in trust for
the benefit of the Certificateholders.

<PAGE> 32
8

The Trustee shall cause to be deposited in the Certificate Account upon
receipt, and retained therein:

(a) All scheduled payments due on account of principal and interest
on the Mortgage Loan[s], and all Principal Prepayments and interest related
thereto collected;

(b) All payments on account of Make-Whole Premium or Termination
Premium on the Mortgage Loan[s];

(d) Subject to the provisions of the [related] Lease, (i) all
Insurance Proceeds received pursuant to Section 17 of [the] [such] Lease not
to exceed the amounts required to make the mandatory prepayment of the
[related] Mortgage Note pursuant to Section 3.3 of the [related] Loan
Agreement, and [(ii) any other Insurance Proceeds;]

(e) Subject to the provisions of the [related] Lease, all
Condemnation Proceeds pursuant to Sections 18(d) and 18(g) of [the] [such]
Lease not to exceed the amounts required to make the mandatory prepayment of
the [related] Mortgage Note pursuant to Section 3.3 of the [related] Loan
Agreement;

(f) All proceeds paid to Trustee by a Tenant [or Kmart] following an
exercise of [the] [a] Put pursuant to [the][a] Note Put Agreement;

(g) All earnings (or losses) on funds held in the Certificate Account
derived from Eligible Investments; and

(h) All amounts required to be deposited therein under Sections
4.02(a), [4.02(c),] 4.04(a), [and] 4.04(b) [and 4.07].

The foregoing requirements for deposit in the Certificate Account shall be
exclusive.

Section 4.06. Permitted Withdrawals From the Certificate Account. The
Trustee shall, from time to time, cause the withdrawal of funds from the
Certificate Account for the following purposes and in the following priority:

(a) to make payments to the Certificateholders in the amounts and in
the manner provided for in Section 5.01;

(b) subsequent to an Event of Default [with respect to such
Borrower's Mortgage Loan] pursuant to Section 7.01 hereof (except for a
Non-Monetary Tenant Default), to pay the Trustee for any unreimbursed
Extraordinary Expense Advances required by [the related] Borrower's default
pursuant to the [related] Mortgage Note or the [related] Loan Documents and
for [such Borrower's ratable portion of] due and unpaid Trustee's Fees, and to
reimburse Trustee for any expenses, costs and liabilities for which it is
entitled to

<PAGE> 33

reimbursement hereunder or under the Loan Documents [related to such Borrower's
Mortgage Loan]; and, in such event, the Trustee shall have a prior lien for
itself on all moneys in the Certificate Account for payment or reimbursement of
Extraordinary Expense Advances [related to such Mortgage Loan], [such
Borrower's ratable portion of] due and unpaid Trustee's Fees, and other amounts
owed it and payable by [such] Borrower under any provision of the [related]
Mortgage Note or the [related] Loan Documents, provided, however, that so long
as [(i) no default exists under the [related] Lease Guaranty, taking into
account any grace period provided for therein, or (ii)] no direction has been
given by Certificateholders owning Percentage Interests of at least 66-2/3% to
exercise rights or remedies under such Mortgage Note or Loan Documents, the
payments pursuant to Section 4.06(a) above shall be made by Trustee free and
clear of such lien; and

[Section 4.07. Capitalized Debt Service Account[s]. The Depositor (on
behalf of each Borrower listed on Exhibit A-4 hereto) hereby establishes from
the proceeds of the [related] Mortgage Loan [the] [a separate] Capitalized Debt
Service Account with the Trustee. [This] [Each such] account shall be
maintained as a fund separate and distinct from other accounts [(including
other Capitalized Debt Service Accounts)] created under this Trust Agreement.
[The] [Such] Capitalized Debt Service Account shall remain the property of the
Borrower [on whose behalf such Capitalized Debt Service Account was
established,] subject to the rights of the Trustee under the terms of this
Trust Agreement and the pledge thereof by [such] Borrower pursuant to the
Pledge Agreement to secure [the] [such Borrower's] Mortgage Loan; provided
that, subsequent to the Trustee becoming aware of the occurrence of an Event of
Default [with respect to such Borrower's Mortgage Loan] pursuant to Section
7.01 hereof (except for a Non-Monetary Tenant Default), all amounts in the
[related] Capitalized Debt Service Account shall be transferred to the
Certificate Account and shall be applied in accordance with Section 4.06
hereof. The Trustee shall cause to be deposited into [the] [such] Capitalized
Debt Service Account (i) the amount of the Capitalized Debt Service Reserve
received on the Closing Date [with respect to such Mortgage Loan] and (ii) all
amounts received on earnings on or income from (or losses due to) any
investments or reinvestments of [the] [such] Capitalized Debt Service Reserve
in Eligible Investments.

The Trustee shall cause the transfer of funds from [the] [each]
Capitalized Debt Service Account to the Certificate Account on the dates and in
the amounts set forth in the attached Exhibit A-4. Upon the payment of all of
the amounts set forth in Exhibit A-4 [with respect to the Capitalized Debt
Service Account established on behalf of a Borrower], and provided that no
default or Event of Default shall have occurred and be continuing (except for a
Non-Monetary Tenant Default) under any [related] Mortgage Note or Loan
Documents, Trustee shall disburse to the [related]

<PAGE> 34

Tenant without requisition any amounts remaining in [the] [such] Capitalized
Debt Service Account.]

Section 4.08. Realization Upon Defaulted Mortgage Loan.

(a) If an Event of Default with respect to a Mortgage Loan has
occurred and is continuing and if Certificateholders holding Percentage
Interests aggregating not less than 66-2/3% direct, the Trustee, after
receiving indemnity for its reasonable costs, expenses and liabilities with
respect thereto to its reasonable satisfaction from the Certificateholders in
accordance with Section 8.02 (iii), shall use its best efforts to foreclose
upon or otherwise comparably convert the ownership of the Mortgaged Estate
securing such Mortgage Loan; shall manage, conserve and protect such Mortgaged
Estate for the purposes of its disposition and sale; and shall dispose of such
Mortgaged Estate as promptly as is reasonably possible. Upon sale or other
conveyance of all or any part of such Mortgaged Estate by the Trustee, the
Trust shall have no further right, title or interest in the Mortgaged Estate,
or portion thereof, so sold or conveyed. [Notwithstanding anything herein to
the contrary, a default under one Loan Agreement or related Loan Documents
shall not constitute a default under any other Loan Agreement or Loan
Documents.]

(b) Notwithstanding the foregoing, if the Trustee has actual
knowledge or reasonably believes that all or any part of a Mortgaged Estate is
affected by hazardous or toxic wastes or substances, the Trustee need not
cause the Trust to acquire title to such Mortgaged Estate in a foreclosure or
similar proceeding. In connection with such activities, the Trustee shall
follow such practices and procedures as it shall deem necessary or advisable,
as shall be normal and usual in trustee activities by leading national banking
associations, and, in particular, the Trustee may request such certificates of
appropriate public officials and agencies, if any, a history of such Mortgaged
Estate and its uses, other evidence reasonably satisfactory to the Trustee
showing that such Mortgaged Estate conforms to existing environmental laws,
regulations and rules, and that no conditions exist in, on or beneath the
surface of such Mortgaged Estate that are or might become hazardous materials,
and including but not limited to an environmental report or reports from a
company reasonably satisfactory to Trustee, showing the current state of
storage, disposal or release of any oil, fuels, gases, chemicals, trash,
garbage or other solid wastes or hazardous materials which report or reports
shall be based upon complete and thorough on-site inspections of such Mortgaged
Estate, including but not limited to investigations of the soil, surface water
and groundwater, to confirm the presence or absence of any hazardous materials
on or beneath the surface of such Mortgaged Estate or adjacent lands. Any
expenses incurred by Trustee in connection with obtaining any such certificates
or reports, if not paid by the Borrower, shall be Extraordinary Expense
Advances.

<PAGE> 35

(c) The activities set forth in Section 4.08(a) are also subject to
the proviso that the Trustee may, but shall not be required to, expend its own
funds in connection with any foreclosure or towards the restoration of a
Mortgaged Estate if it shall determine that (i) such restoration or foreclosure
will increase the Net Liquidation Proceeds of the related Mortgage Loan to
Certificateholders after reimbursement for such expenses and (ii) such expenses
will be recoverable either through Liquidation Proceeds or revenues from such
Mortgaged Estate.

Section 4.09. Trustee Compensation. The Trustee's Fee shall be paid
pursuant to the terms of the Consent and Agreement[s]. The Trustee, as
compensation for its activities hereunder (other than those covered by the
Trustee's Fee), shall be entitled to receive amounts representing reimbursement
for Extraordinary Expense Advances and reimbursement for certain expenses, as
specified by Sections 3.01(d), 3.01(h), 3.06(d), 4.04(c) and 4.06(b).

Section 4.10. Rights of the Certificateholders. The Trustee shall
afford the Certificateholders, upon reasonable notice and during normal
business hours, access to all records maintained by the Trustee in respect of
its rights and obligations hereunder and access to officers of the Trustee
responsible for such obligations. Upon request, the Trustee shall furnish the
Certificateholders with its most recent publicly available financial
statements.

ARTICLE V
PAYMENTS TO THE CERTIFICATEHOLDERS

Section 5.01. Distributions.

(a) The Trustee shall cause to be distributed, from funds in the
Certificate Account, the following amounts:

(i) on each Remittance Date, to each Certificateholder an
amount equal to the Debt Service due on the Certificate or Certificates held
by such Certificateholder; provided, however, that the foregoing shall not
apply to amounts deposited in the Certificate Account under Section 4.02(a),
4.02(c), 4.04(a) or 4.07 if the maturity of the related Mortgage Loan has been
accelerated pursuant to the terms of the related Loan Documents. Any amounts
referred to in the proviso contained in the preceding sentence, together with
the interest earned thereon, shall, after such acceleration, be held in the
Certificate Account until such time as they constitute Liquidation Proceeds,
at which time the Net Liquidation Proceeds attributable thereto shall be
disposed of as provided in sections 3.01(e) and 5.01(a)(ii); and

(ii) on the date provided for distributions pursuant to Section
3.01(c), (d), (e) or (f), to each Certificateholder an amount equal to the
amount payable on the Certificate or Certificates held by such
Certificateholder pursuant to Section 3.01(c), (d), (e) or (f), as the case
may be; and

<PAGE> 36

(iii) concurrently with the termination of the Trust pursuant
to Section 9.01 hereunder, to each Certificateholder an amount equal to the
product of (a) all amounts remaining in the Certificate Account after giving
effect to the distributions provided for in clauses (i) and (ii) hereof, and
(b) the Percentage Interest of such Certificateholder.

(b) All distributions made to Certificateholders on each Remittance
Date shall be made to the Certificateholders of record on the Record Date
(other than as provided in this Trust Agreement or in the form of Certificate
respecting the final distribution), (i) by wire transfer in immediately
available funds to the account of such Holder at a bank or other financial or
depository institution having appropriate facilities therefor, if such Holder
has so notified the Trustee in writing at least 10 Business Days prior to such
Remittance Date and such Holders hold Certificates in the aggregate principal
amount of $1,000,000 or more or (ii) for all other Holders of Certificates, by
check mailed to the address of the Person entitled thereto as it appears on the
Certificate Register. Notwithstanding any of the provisions of this subsection
(b) to the contrary, so long as all of the outstanding Certificates are held by
the Depository, all distributions in respect of such Certificates shall be made
by wire transfer in immediately available funds in accordance with the Letter
of Representations. All distributions in respect of the Certificates shall be
made without presentation or surrender, except that the final distribution in
accordance with Section 9.02 will be made only upon presentation and surrender
of the Certificates at the Corporate Trust Office or such other agency of the
Trustee specified in the final distribution notice to Certificateholders. If
on any Determination Date, the Trustee reasonably determines that [the] [no]
Mortgage Loan is [not] outstanding and there are no other funds or assets in
the Trust Property other than the funds in the Certificate Account, the Trustee
shall send the final distribution notice to each Certificateholder and make
provision for the final distribution in accordance with Section 9.02.

Section 5.02. Statements to Certificateholders. Not later than each
Remittance Date, Trustee will cause to be sent to each Certificateholder a
statement setting forth the following information with respect to each
Certificate (which information may be aggregated for all Certificates held by
the same Holder), after giving effect to the distributions to be made pursuant
to Section 5.01 on or as of such Remittance Date:

(i) the portion of such distribution allocable to principal
on the Mortgage Note[s];

(ii) the portion of such distribution allocable to interest on
the Mortgage Note[s];

(iii) the amount of any Extraordinary Expense Advance by the
Trustee pursuant to Section 5.03; and

<PAGE> 37

(iv) whether [the] [a] Mortgage Loan is delinquent.

In addition, not more than 90 days after the end of each calendar year
or by such earlier time as may be required under the Code, the Trustee will
furnish a report to each holder of a Certificate at any time during such
calendar year, an annual statement of interest paid on the Mortgage Note[s] in
accordance with the requirements of applicable federal income tax law.

The Trustee shall cause to be prepared and shall file any and all tax
returns, information statements or other filings required to be delivered to
(a) any governmental taxing authorities or (b) the Certificateholders pursuant
to any applicable law with respect to the Trust Property and the transactions
contemplated hereby. The costs of any such filings, including the costs of any
accounting firm or other organization retained to assist in the preparation of
any such filings, shall be considered an ordinary cost and expense of the
Trustee included within the Trustee's Fee and not subject to reimbursement by
the Depositor, any Borrower or otherwise.

Section 5.03. Advances by Trustee. The Trustee may from time to time
following an Event of Default make such Extraordinary Expense Advances as
Trustee in its sole discretion deems advisable, provided, however, that it
shall not be obligated to make any such advances unless it is satisfied as to
the availability of reimbursement, pursuant to the terms hereof or from the
Certificateholders.

ARTICLE VI
THE DEPOSITOR

Section 6.01. Maintaining Corporate Existence of the Depositor. The
Depositor will keep in full effect its existence, rights and franchises as a
corporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Trust
Agreement, the Certificates or the Mortgage Loan[s] and to perform its duties
under this Trust Agreement.

The Depositor will not, on or after the date of execution of this Trust
Agreement (i) engage in any business or investment activities other than those
necessary for, incident to, connected with or arising out of the origination
and sale of mortgage loans, (ii) incur any indebtedness, or (iii) amend, or
propose to its shareholders for their consent any amendment of, its Certificate
of Incorporation or Bylaws without giving notice thereof in writing not less
than 30 days nor more than 90 days prior to the date on which such amendment is
to become effective to Trustee and without first obtaining the written consent
of Trustee.

<PAGE> 38

Section 6.02. Limitation on Liability of the Depositor. Neither the
Depositor nor any of the directors, officers, employees or agents of the
Depositor shall be under any liability to the Trustee or the Certificateholders
for any action taken or for refraining from the taking of any action in good
faith pursuant to this Trust Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Depositor or any such person
against any liability which would otherwise be imposed by reason of any willful
misfeasance, bad faith or negligence in the performance of its duties or by
reason of negligent disregard of obligations and duties hereunder. The
Depositor and any director, officer, employee or agent of the Depositor may
rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder.

The Depositor shall not be under any obligation to appear in, prosecute
or defend any legal action which is not incidental to its duties pursuant to
this Trust Agreement and which in its opinion may involve it in any expense or
liability; provided, however, that the Depositor may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Trust Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder.

ARTICLE VII
DEFAULT

Section 7.01. Events of Default. The occurrence of any event
constituting an event of default as defined in [any] [the] Mortgage Note or any
Loan Document shall constitute an Event of Default under this Trust Agreement.
If an Event of Default shall occur and be continuing, then, and in each and
every such case, so long as the Event of Default shall not have been remedied
or waived, the Trustee, at the written direction of the Holders of Certificates
of Percentage Interests aggregating not less than 66-2/3%, shall exercise any
rights and remedies that it may have pursuant to [such] Mortgage Note or any
[related] Loan Document, as modified by the provisions of this Trust Agreement,
or at law or equity, including injunctive relief and specific performance,
provided that, if, as a result of the occurrence of an Event of Default, the
Trustee acquires any property other than cash, whether pursuant to foreclosure
or otherwise, the Trustee shall sell such property as promptly as is reasonably
possible. [A failure to pay with respect to any Mortgage Note or a default
under any Loan Document will not constitute a default under any unrelated
Mortgage Note or under any unrelated Loan Documents and will not give rise to
any right of the Trustee to exercise any remedies with respect to such
unrelated Mortgage Note or unrelated Loan Documents.] The Trustee will have no
obligation to take any action or institute, conduct or defend any litigation
under this Trust Agreement at the request, order or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Trustee
reasonable indemnity pursuant to Section 8.02(iii) against the

<PAGE> 39

costs, expenses and liabilities which the Trustee may incur. The Trustee shall
apply the proceeds recovered in the enforcement of the rights and remedies
under this Trust Agreement in accordance with the terms of this Trust
Agreement.

Section 7.02. Waiver of Defaults. The Trustee, at the written
direction of Holders of Certificates of Percentage Interests aggregating not
less than 66-2/3%, shall waive any default hereunder or under any Mortgage Note
or Loan Document and the consequences of any such default, except that a
default in the making of any required distribution on the Certificates may
only be waived by the affected Certificateholders. The Trustee shall have no
authority to exercise the right of waiver if, as a result thereof, this Trust
would fail to be characterized as a trust for federal income tax purposes. The
Trustee may rely upon an Opinion of Counsel as set forth in Section 8.02 if it
reasonably believes that such an act may cause the Trust to fail to be
characterized as a trust for federal income tax purposes. Upon any such waiver
of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Trust Agreement. No such waiver shall extend to any subsequent Event of
Default or impair any right consequent thereon except to the extent expressly
so waived.

Section 7.03. Notification to Certificateholders. The Trustee shall,
in the manner and to the extent required by Section 313(c) of the TIA, notify
the Certificateholders, the [related] Tenant and Kmart of any Event of Default
known to the Trustee within the later of 90 days from the occurrence thereof or
30 days after obtaining knowledge thereof, unless such Event of Default has
been cured or waived before the giving of such notice. Except in the case of a
default in the payment of principal of, or interest on, the Mortgage Note[s],
the Trustee may withhold such notice if and so long as its board of directors,
the executive committee of the board of directors or a committee of its
directors and/or responsible officers in good faith determine that the
withholding of such notice is in the interests of the Certificateholders.

Section 7.04. Rights of Certificateholders to Direct Proceedings.
Anything in this Trust Agreement to the contrary notwithstanding, the Holders
of Certificates of Percentage Interests aggregating not less than 66-2/3% shall
have the right, at any time during the continuance of an Event of Default, by
an instrument or instruments in writing executed and delivered to the Trustee,
to direct the time, place and method of conducting all proceedings to be taken
in connection with the enforcement of the terms and conditions of the Loan
Documents; provided, however that such direction shall not be otherwise than in
accordance with the provisions of law and this Trust Agreement and provided
that such Holders shall have provided to the Trustee the reasonable indemnity
pursuant to Section 8.02 (iii) against the costs, expenses and liabilities
which the Trustee may incur in connection with such proceedings.

<PAGE> 40

Section 7.05. Rights of Certificateholders to Receive Payment.
Notwithstanding any other provision in this Trust Agreement, the right of any
Certificateholder to receive distributions pursuant to Section 5.01, on or
after the respective Remittance Dates set forth herein or in the Certificates,
or to bring suit for the enforcement of any such distribution on or after such
respective dates shall not be impaired or affected without the consent of such
Certificateholder.

Section 7.06. Remedies Cumulative. No remedy given hereunder to the
Trustee or to any of the Certificateholders shall be exclusive of any other
remedy or remedies, and each such remedy shall be cumulative and in addition to
every other remedy given hereunder or now or hereafter given by statute, law,
equity or otherwise.

Section 7.07. Trustee Default. In the event of any breach by the
Trustee of its obligations pursuant to this Trust Agreement, the
Certificateholders and the Depositor shall be entitled to exercise all rights
and remedies to which they may be entitled at law or in equity.

Section 7.08. Notice to Tenant[s] [and Kmart]. The Trustee shall
promptly notify the [related] Tenant [and Kmart] of the exercise of any
remedies under this Trust Agreement, under [any] [the] Mortgage Note or under
any Loan Document. Failure to give such notice or notice under Section 7.03
hereof shall not impair or limit the Trustee's right to pursue any such
remedies or any other right or remedy to which it may be entitled.

ARTICLE VIII
CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee. [With respect to each Mortgage Note]
the Trustee, prior to the occurrence of an Event of Default [related to such
Mortgage Note] and after the curing or waiver of all Events of Default [related
to such Mortgage Note] which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Trust
Agreement. In case an Event of Default has occurred [related to such Mortgage
Note] (which has not been cured or waived), the Trustee shall exercise such of
the rights and powers vested in it by this Trust Agreement, and use the same
degree of care and skill in their exercise as a prudent man would exercise or
use under the circumstances in the conduct of such man's own affairs. No
permissive rights of the Trustee shall be construed as a mandatory duty of the
Trustee. If the Trustee becomes aware of the occurrence of any event which,
with the giving of notice and, if applicable, the passage of time without cure,
would constitute an event of default as defined in any Loan Document, the
Trustee, if it is an appropriate party (or an assignee of an appropriate party)
to give such notice, is authorized and directed to give such notice in
accordance with such Loan Document.

<PAGE> 41

the requirements of this Trust Agreement and if they are deemed to be
deficient, Trustee shall request cure of any such deficiency within a
reasonable period of time for such cure. If such deficiency is not cured to
the satisfaction of Trustee, the Trustee may treat the requirement pursuant to
which such instrument is furnished as not having been satisfied.

No provision of this Trust Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Trust Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set forth
in this Trust Agreement and, in the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trustee and conforming to the requirements of this
Trust Agreement;

(ii) The Trustee shall not be personally liable for an error
of judgment made in good faith by a Responsible Officer or Responsible Officers
of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of holders of Certificates evidencing Percentage
Interests aggregating not less than 66-2/3% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Trust
Agreement; and

(iv) The Trustee shall have no authority to perform any act
which, if consummated, would cause the entity created hereunder to fail to be
characterized as a trust for federal income tax purposes. The Trustee may rely
upon an Opinion of Counsel, as set forth in Section 8.02, if it reasonably
believes that such an act may cause the Trust to fail to be characterized as a
trust for federal income tax purposes. Nothing in this Section 8.01(iv) is
intended to prevent the Trustee from exercising any right or remedy to which it
is entitled hereunder or under any Loan Document.

<PAGE> 42

repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

Section 8.02. Certain Matters Affecting Trustee. Except as otherwise
provided in Section 8.01:

(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties;

(ii) The Trustee may consult with counsel, and any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel, provided that any cost incurred by the
Trustee shall be reimbursable only to the extent provided in Sections 3.01(d),
3.06(d), 4.04(c), 4.06(b) and 4.09 hereof;

(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Trust Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Trust Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the right
of the Trustee to perform any discretionary act enumerated in this Trust
Agreement shall not be construed as a duty; and the Trustee shall not be
answerable for other than negligence or willful misconduct in performance of
such act. Nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this Trust Agreement, and to use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of such man's own affairs;

(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and reasonably believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Trust Agreement;

(v) Except with respect to notice of deficient or missing
documents described in Section 2.02, prior to the occurrence of an Event of
Default hereunder and after the curing or waiver of all Events of Default
which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,

<PAGE> 43

approval, bond or other paper or document, unless requested in writing so to do
by Holders of Certificates evidencing Percentage Interests aggregating not less
than 66-2/3%; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be incurred by
it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms
of this Trust Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to such proceeding. The reasonable
expense of every such investigation shall be paid by the Certificateholder
requesting the investigation; and

(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys.

Section 8.03. Trustee Not Liable for Certificates or Mortgage Loan[s].
The recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Trust Agreement or of the Certificates (except
that the Certificates shall be duly and validly executed and authenticated by
the Trustee and this Trust Agreement shall be duly and validly executed by the
Trustee) or of the Mortgage Loan[s] or related documents (other than the
representations made in Section 2.02 hereof). The Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to or at the direction of the Depositor with
respect to the Mortgage Loan[s].

Section 8.04. Trustee May Own Certificates. The Trustee in its
corporate or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Trustee.

Section 8.05. Trustee's Fee and Expenses. The Trustee shall be
entitled to reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) for all services rendered by it in the execution of the trust hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and the Trustee shall be reimbursed for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ), but solely from the Trustee's Fee
and amounts available as provided in Section 3.01(d) and Section 3.01(h) and in
the Rental Payment Account[s] and Certificate Account for reimbursement of
expenses as set forth in Section 3.06(d) and of Extraordinary Expense Advances
as provided in Sections 4.04(c),

<PAGE> 44

4.06(b) and 4.09. Notwithstanding the above, no such expense, disbursement or
advance shall be reimbursable as may arise from Trustee's negligence or bad
faith.

Section 8.06. Action by Co-Trustee. At any time or times, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property may at the time be located or in which any action of the
Trustee may be required to be performed or taken, the Trustee, by an instrument
in writing signed by it, may appoint one or more Persons ("Co-Trustee") to act
as a separate trustee or co-trustee, acting jointly with the Trustee, of all or
any part of such Trust Property, to the full extent that local law makes it
necessary for such separate trustee or separate trustees or co-trustee acting
jointly with the Trustee to act. The Co-Trustee shall act as and be such upon
the following terms and conditions:

(a) Subject to the provisions of Section 8.14, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred
or imposed solely upon and solely exercised and performed by the Trustee except
as expressly provided otherwise in this Trust Agreement and except to the
extent that under any law or any jurisdiction in which any particular act or
acts are to be performed, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations shall be exercised and performed by the Co-Trustee;

(b) No power granted by this Trust Agreement to, or which this Trust
Agreement provides may be exercised by, the Co-Trustee shall be exercised by
the Co-Trustee except jointly with, or with the consent in writing of, the
Trustee, anything contained to the contrary notwithstanding; and

(c) The Co-Trustee may at any time by an instrument in writing,
constitute the Trustee or its successor in trust hereunder its agent or
attorney-in-fact, with full power and authority, to the extent which may be
permitted by law, to do any and all acts and things and exercise any and all
discretion which it is authorized or permitted to do or exercise, for and in
its behalf and in its name.

Section 8.07. Eligibility Requirements for Trustee. The Trust shall
at all times have a Trustee which shall be a corporation eligible to act as
trustee under Section 310(a) of the TIA and shall be a corporation organized
and doing business under the laws of a state or the United States of America,
authorized under such laws to exercise corporate trust powers, having (or, in
the case of a corporation included in a bank holding company system, the
related bank holding company shall have) a combined capital and surplus of at
least $50,000,000 in the case of United States Trust Company of New York, and of
at least $100,000,000 in the case of any successor trustee and subject to
supervision or examination by federal or state authority. If such corporation

<PAGE> 45

publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.08.

Section 8.08. Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor and the Certificateholders. Upon
receiving such notice of resignation, the Depositor or the Certificateholders
evidencing Percentage Interests aggregating not less than 66-2/3% shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

If at any time any of the following events occur:

(a) the Trustee fails to comply with the requirements of Section 310
of the Trust Indenture Act after written request for such compliance by any
Certificateholder who has been a bona fide Certificateholder for at least six
months; or

(b) the Trustee ceases to be eligible in accordance with the
provisions of Section 8.07 and fails to resign after written request therefor
by the Depositor or by any such bona fide Certificateholder; or

(c) the Trustee becomes incapable of acting, or shall be adjudged a
bankrupt or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation;

then, in any such case, (i) the Depositor may remove the Trustee and appoint a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to the Trustee so removed, one copy to Depositor
and one copy to the successor trustee, or (ii) subject to the provisions of
Section 7.04, any Certificateholder who has been a bona fide Certificateholder
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the
Trustee and appoint a successor trustee.

<PAGE> 46

The Certificateholders evidencing Percentage Interests aggregating not
less than 66-2/3% may at any time remove the Trustee and appoint a successor
trustee by written instrument or instruments, in triplicate, signed by such
Holders or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Trustee so removed, one complete set to
Depositor and one complete set to the successor so appointed.

Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective only upon acceptance of appointment by the successor trustee
as provided in Section 8.09.

Section 8.09. Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 or 8.08 shall execute, acknowledge and deliver to the
Certificateholders and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee shall
become effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the same effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the
successor trustee the Mortgage Note[s], the Loan Documents, the Mortgage File
and any other documents and statements held by it hereunder, and the Depositor
and the predecessor trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers, duties
and obligations.

No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.07.

Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.

Section 8.10. Merger or Consolidation of Trustee. Any corporation
into which the Trustee may be merged or converted or with which it may be
consolidated or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under the
provisions of Section 8.07, without the execution or filing of any paper or any
further

<PAGE> 47

act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

Section 8.11. Resignation of Co-Trustee. The Co-Trustee or any of its
successors may resign, and may be discharged of the trusts created by this
Trust Agreement by giving written notice thereof to the Certificateholders and
to the Trustee.

Such resignation shall take effect immediately upon the acceptance of
appointment by a Person succeeding to the office of the Co- Trustee appointed
by the Trustee.

Section 8.12. Removal of Co-Trustee. The Co-Trustee or any of its
successors may be removed at any time by the Trustee or the Holders of
Certificates evidencing Percentage Interests aggregating not less than 66-2/3%,
by delivery of a notice of such removal to the Co- Trustee, to the Depositor,
and to the Trustee, signed by such holders, and such removal shall be effective
upon the date specified in such notice, and the Co-Trustee's duties and
obligations hereunder shall thereupon cease, except as specified in Section
8.14.

Section 8.13. Appointment of Successor to Co-Trustee. If at any time
the Co-Trustee or any of its successors shall die, resign or be removed or
otherwise become incapable of acting, or if for any reason the office of
Co-Trustee shall become vacant, a successor to the Co-Trustee shall forthwith
be appointed by the Trustee.

Section 8.14. Succession of Successor to Co-Trustee. Any Person
appointed as a successor to the Co-Trustee shall execute, acknowledge and
deliver to the Certificateholders, its predecessor, to the Trustee and to the
Depositor, an instrument accepting such appointment hereunder, and thereupon
such Person without any further act, deed or conveyance shall become vested
with all estates, properties, rights, powers, duties and trusts of its
predecessor in the trusts hereunder with like effect as if originally named as
Co-Trustee herein; but nevertheless, on the written request of the Depositor or
Holders of Certificates evidencing Percentage Interests aggregating not less
than 66- 2/3% or of the Trustee or of the new Co-Trustee, the predecessor shall
execute and deliver an instrument transferring to the new Co-Trustee, upon the
trusts expressed in this Trust Agreement, all the estates, properties, rights,
powers and trusts granted to it by this Trust Agreement and shall duly assign,
transfer, deliver and pay over to the new Co-Trustee any property and money
subject to the lien of this Trust Agreement held by such predecessor. Should
any instrument in writing from the Depositor or from Holders of Certificates
evidencing Percentage Interests aggregating not less than 66-2/3% or from the
Trustee be required by any person who becomes the Co-Trustee for more fully and
certainly vesting in and confirming to such Co-Trustee such estates,
properties, rights, powers and trusts, then, on request, any and all such
instruments

<PAGE> 48

in writing shall be made, executed, acknowledged and delivered by the Depositor
and/or the Trustee.

Any Co-Trustee which has resigned or been removed shall nevertheless
retain all rights of indemnity granted hereunder.

Section 8.15. Reports by the Trustee to Certificate-holders.

(a) On or before each March 31 of each calendar year commencing 199_,
the Trustee shall transmit to Certificateholders such reports concerning the
Trustee and its actions under this Trust Agreement as may be required pursuant
to the TIA and at the times and in the manner provided pursuant thereto.

(b) A copy of each report shall, at the time of such transmission to
Certificateholders, be filed by the Trustee with any stock exchange upon which
the Certificates are listed, with the Securities and Exchange Commission, with
Kmart and with the Depositor. The Depositor shall notify the Trustee when the
Certificates are listed on any stock exchange, in accordance with Section
313(c) of the TIA.

ARTICLE IX
TERMINATION

Section 9.01. Termination. The respective obligations and
responsibilities of the Depositor and the Trustee under this Trust Agreement
shall, so long as such termination does not result in the imposition of a tax
on the Trust Property, terminate upon the final payment, prepayment in full or
other liquidation of the Mortgage Note[s] including the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of [the]
[any] Mortgage Loan and the remittance of all funds due hereunder; provided,
however, that in no event shall the Trust continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

Section 9.02. Notice; Final Distribution.

(a) Notice of any termination pursuant to Section 9.01, specifying the
Remittance Date after which all Certificateholders shall surrender their
Certificates to the Trustee for payment and cancellation, shall be given
promptly by the Trustee by letter to Certificateholders mailed no later than 15
days prior to such final distribution specifying (i) the Remittance Date upon
which final payment on the Certificates will be made and following which the
Certificateholders shall present and surrender their Certificates at the
Corporate Trust Office or the office of any designated agent of the Trustee
therein designated, (ii) the amount of any such final payment, and (iii) that
payments will be made only upon presentation and surrender of the Certificates
at the office or

<PAGE> 49

agency of the Trustee therein specified. After giving such notice, the Trustee
shall not register the transfer or exchange of any Certificates. On the
Remittance Date upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to Certificateholders an amount equal to
the amount distributable on such Remittance Date.

(b) If all of the Certificateholders shall not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within three months after the second notice all the Certificates shall not have
been surrendered for cancellation, the Trustee may take appropriate steps, or
may appoint an agent to take appropriate and reasonable steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets which remain
in the Trust.

ARTICLE X
SUPPLEMENTS AND AMENDMENTS TO THIS
TRUST AGREEMENT AND OTHER DOCUMENTS;
ADDITIONAL AGREEMENTS OF TRUSTEE

Section 10.01. Supplemental Trust Agreements Without Consent of
Holders. The Depositor and the Trustee, at any time and from time to time,
with the consent of Kmart (which shall not be unreasonably withheld or delayed
and which shall not be required with respect to (g) below) but without the
consent of Certificateholders, may enter into one or more trust agreements
supplemental hereto for one or more of the following purposes:

(a) to evidence the succession of another Person to the Depositor, or
successive successions, and the assumption by the successor of the covenants,
agreements and obligations of the Depositor herein;

(b) to add any covenants, restrictions, conditions or provisions with
respect to the Depositor as the Trustee shall consider to be for the protection
of the Certificateholders;

(c) to surrender any rights or power conferred herein upon the
Depositor herein or to add to the rights of the Certificateholders;

(d) to correct or amplify the description of any property at any time
that constitutes Trust Property or better to assure, convey and confirm unto
the Trustee any such property to be included in any such Trust Property, or to
acknowledge any change relating to title to the

<PAGE> 50

Mortgaged Estate which does not materially adversely affect the rights of the
Certificateholders;

(e) to evidence and provide for the acceptance and appointment
hereunder of a successor trustee and to add to or change any of the provisions
hereof as may be necessary to provide for or facilitate the administration of
the Trust by more than one trustee pursuant to Section 8.14;

(f) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this
Trust Agreement, provided that such action pursuant to this Section 10.01(f)
shall not materially adversely affect the Certificateholders; or

(g) to modify, eliminate or add to the provisions of this Trust
Agreement to the extent necessary to continue the qualification of this Trust
Agreement under the TIA;

provided that no such supplemental agreement shall cause the Trust to fail to
be characterized as a trust for federal income tax purposes.

The Trustee is hereby authorized to join in the execution of any such
supplemental agreement, to make any further appropriate agreements and
stipulations which may be contained therein and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to enter into any such supplemental agreement
which adversely affects the Trustee's own rights, duties or immunities under
this Trust Agreement or otherwise, whether in its official or individual
capacity.

Section 10.02. Supplemental Agreements With Consent of
Certificateholders. With the consent of the Holders of Certificates evidencing
Percentage Interests of not less than 66-2/3%, the Depositor and the Trustee
may, from time to time and at any time, enter into an agreement or agreements
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Trust Agreement or of
any agreements supplemental hereto or of modifying in any manner the rights of
the Certificateholders; provided, however, that no such supplemental agreement
shall cause the Trust to fail to be characterized as a trust for federal income
tax purposes; and provided further that except as expressly permitted under the
terms of this Trust Agreement, without the consent of each Certificateholder
affected thereby and, with respect to (b) and (unless there is a monetary
default under the [related] Lease) (c) below, Kmart, no such amendment of or
supplement to this Trust Agreement or modification of the terms of, or consent
under, any thereof, shall

<PAGE> 51

(a) modify any of the provisions of Section 7.03 or this Section
10.02, or the definition of "Certificateholder" as set forth in Article I
hereof;

(b) modify the definition of "Percentage Interest" as set forth in
Article I hereof or reduce the Percentage Interests, the consent of the Holders
of Certificates of which is required for any such supplement to this Trust
Agreement, or the consent of the Holders of Certificates of which is required
for any waiver provided for in this Trust Agreement;

(c) reduce the amount or extend the time of payment of any amount
owing or payable under the Mortgage Note[s] or distributions to be made on any
Certificate pursuant to Article V;

(d) impair the right of any Certificateholder to commence legal
proceedings to enforce a right to receive payment hereunder; or

(e) create or permit the creation of any lien on the Trust Property or
any part thereof [(other than the Second Mortgage and the Option Agreement)],
or deprive any Certificateholder of the benefit of this Trust Agreement,
whether by disposition of such Trust Property or otherwise.

Upon the request of the Depositor and upon the filing with the Trustee
of evidence of the consent of the Certificateholders and Kmart, if applicable,
required under this Section, the Trustee shall join with the Depositor in the
execution of such supplemental agreement unless such supplemental agreement
affects the Trustee's own rights, duties or immunities under this Trust
Agreement or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental agreement.

It shall not be necessary for the consent of the Certificateholders
under this Section to approve the particular form of any proposed supplemental
agreement, and it shall be sufficient if such consent shall approve the
substance thereof. Kmart shall be entitled to receive a copy of the form of
proposed supplemental agreement.

Promptly after the execution by the Depositor and the Trustee of any
supplemental agreement pursuant to the provisions of this Section, the Trustee
shall mail a notice thereof by first-class mail to the Certificateholders at
their addresses as they shall appear in the Certificate Register, setting forth
in general terms the substance of such supplemental agreement. Any failure of
the Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental agreement.

Section 10.03. Effect of Supplemental Agreement. Upon the execution
of any supplemental agreement pursuant to the provisions hereof, this Trust
Agreement shall be and be deemed to be modified

<PAGE> 52

and amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Trust Agreement of the
Trustee, the Depositor and the Certificateholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental agreement shall be and be deemed to be part of the terms and
conditions of this Trust Agreement for any and all purposes. The Trustee shall
deliver to Kmart a true and correct copy of the final form of supplemental
agreement as executed by the Depositor and the Trustee.

Section 10.04. Documents to Be Given to Trustee. The Trustee, subject
to the provisions of Sections 8.02, may receive an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any such supplemental agreement
complies with the applicable provisions of this Trust Agreement.

Section 10.05. Notation on Certificates in Respect of Supplemental
Agreements. Certificates authenticated and delivered after the execution of
any supplemental agreement pursuant to the provisions of this Article may bear
a notation in form approved by the Trustee as to any matter provided for by
such supplemental agreement. If the Depositor or the Trustee shall so
determine, new Certificates so modified as to conform, in the opinion of the
Depositor and the Trustee, to any modification of this Trust Agreement
contained in any such supplemental agreement may be prepared, executed and
authenticated by the Trustee and delivered in exchange for the outstanding
Certificates.

Section 10.06. Granting of Easements. The Trustee, at the direction
of [a] [the] Tenant and the [related] Borrower, may grant, release, modify or
amend easements, licenses, rights-of-way, dedications and other rights or
privileges in the nature of easements with respect to the [related] Mortgaged
Estate, which the Trustee determines do not materially adversely affect the
security of the Trust Property. The Trustee shall, upon request of [such]
Tenant, certify that the rights or privileges so granted or released are no
longer part of the Trust Property for purposes of this Trust Agreement.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.01. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Trust Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Trust Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Trust Agreement.

<PAGE> 53

Section 11.02. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Trust Agreement or the Trust Property, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Property,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.

No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and
management of the Trust Property, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Trust Agreement pursuant to any provision hereof.

No Certificateholder shall have any right by virtue of any provision of
this Trust Agreement to institute any suit, action or proceeding in equity or
at law upon or under or with respect to this Trust Agreement, unless such
Holder previously shall have given to the Trustee a written notice of the
occurrence of an Event of Default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates evidencing
in the aggregate Percentage Interests of not less than 66-2/3% shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue of any provision of this Trust Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates, or to
obtain or seek to obtain priority over or preference to any other such Holder,
or to enforce any right under this Trust Agreement, except in the manner herein
provided and for the common benefit of Certificateholders. For the protection
and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

Section 11.03. Solicitation of Certificateholders. The Trustee will
not solicit, request or negotiate for or with respect to any direction or
proposed waiver or amendment of any of the provisions of this Trust Agreement
or the Certificates, unless each Holder of the Certificates (irrespective of
the amount of

<PAGE> 54

Certificates then owned by it) shall be informed thereof by the Trustee and
shall be afforded the opportunity of considering the same and shall be supplied
by the Trustee with sufficient information to enable it to make an informed
decision with respect thereto. Executed or true and correct copies of any
waiver effected pursuant to the provisions of this Section shall be delivered
by the Trustee to Kmart and each Holder of outstanding Certificates forthwith
following the date on which the same shall have been executed and delivered by
the Holder or Holders of the requisite percentage of outstanding Certificates.
Neither the Depositor nor the Trustee nor any Affiliate thereof will, directly
or indirectly, pay or cause to be paid any remuneration, whether by way of
supplemental or additional interest, fee or otherwise, to any
Certificateholders as consideration for or as an inducement to the entering
into by any Certificateholders of any waiver or amendment of any of the terms
and provisions of this Trust Agreement unless such remuneration is
concurrently paid, on the same terms, ratably to all Certificateholders.

Under any provisions of this Trust Agreement that relate to consent,
waiver, direction, request or demand of or by Certificateholders, each and
every Certificateholder shall be entitled to give or make any such consent,
waiver, direction, request or demand without request or demand for such action
by the Trustee.

In the event any such direction or similar action is so received by the
Trustee under any provision hereof from the Certificateholders of requisite
Percentage Interests, the Trustee shall follow the direction of such
Certificateholders.

Section 11.04. Recordation of Agreement. To the extent required by
applicable law, this Trust Agreement is subject to recordation in appropriate
public offices for real property records in the county or other comparable
jurisdiction in which [the] [each] Mortgaged Estate is situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders or is necessary in connection with the [related] Mortgage
Loan.

Section 11.05. Duration of Agreement. This Trust Agreement shall
continue in existence and effect until terminated as herein provided.

SECTION 11.06. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CHOICE OF LAW PRINCIPLES THEREOF AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.07. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to

<PAGE> 55

have been duly given if personally delivered at or mailed by first class or
registered mail, postage prepaid, to (i) in the case of the Depositor, National
Tenant Finance Corporation, 40 North Central Avenue, Suite 2700, Phoenix,
Arizona 85004-4441, Attention: Norman C. Storey, and (ii) in the case of the
Trustee, United States Trust Company of New York c/o U.S. Trust Company of
California, N.A., Suite 2700, 555 South Flower Street, Los Angeles California
90071 Attention: Corporate Trust Division, or such other addresses as such
Persons may hereafter designate. Any notice required or permitted to be mailed
to a Certificateholder shall be given by registered mail, postage prepaid, or
by express delivery service, at the address of such Certificateholder as shown
in the Certificate Register. A copy of each notice of an Event of Default and
all other notices or communications hereunder, including the text of any
proposed or final amendment or supplement to this Trust Agreement, given by or
to the Certificateholders, the Trustee or the Depositor shall be
contemporaneously transmitted to Kmart, 3100 West Big Beaver Road, Troy,
Michigan 48084, Attention: Vice President-Real Estate, or to such other
address as Kmart may have designated by written notice to the Trustee. The
provisions of the foregoing sentence are for the express benefit of Kmart,
shall be enforceable by it, and may not be modified or eliminated without its
consent.

Section 11.08. Counterparts. For the purpose of facilitating the
recordation of this Trust Agreement as herein provided and for other purposes,
this Trust Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.

Section 11.09. Submission to Jurisdiction. Each party hereto hereby
consents to the jurisdiction of any state or federal court located within the
County of New York, State of New York and irrevocably agrees that all actions
or proceedings relating to this Trust Agreement may be litigated in such courts
and each such party waives any objection which it may have based on improper
venue or forum non conveniens to the conduct of any proceeding in any such
court, waives personal service of any and all process upon it and consents that
all such service or process be made by registered or certified mail (return
receipt requested) or messengered to it at its address set forth in Section
11.08 or to its Agent referred to below at such Agent's address set forth below
and that service so made shall be deemed to be completed in accordance with
Section 11.08. Each party hereto hereby appoints the Prentice Hall Corporation
System, Inc., with an office on the date hereof at 15 Columbus Circle, New
York, New York 11023 as its Agent for the purpose of accepting service of any
process within the State of New York and shall execute any confirmation thereof
requested by the other party hereto. Nothing in this Section shall affect the
right of any party hereto to serve legal process in any other manner permitted
by law to bring any action or proceeding in the courts of any jurisdiction
against the other party or to enforce a judgment obtained in the courts of any
other jurisdiction.

<PAGE> 56

Section 11.10. Gender; Number. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the context shall require.

Section 11.11. TIA Controls. If any provision of this Trust Agreement
limits, qualifies or conflicts with the duties imposed by operation of Section
318(c) of the TIA, the imposed duties shall control.

Section 11.12. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Depositor to the Trustee to take any
action under this Trust Agreement, the Depositor shall furnish to the Trustee:

(a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Trust Agreement
relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such
counsel all such conditions precedent have been complied with.

Section 11.13. Statements Required in Certificate or Opinion. Each
Officers' Certificate and Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Trust Agreement shall include:

(a) a statement that each Person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
Officers' Certificate or Opinion of Counsel are based;

(c) a statement that, in the opinion of each such Person, he has made
such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

(d) a statement that, in the opinion of such Person, such covenant or
condition has been complied with; provided, however, that with respect to
matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or
certificates of public officials.

Section 11.14. Benefits of Trust Agreement. Nothing in this Trust
Agreement or in the Certificates, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or

<PAGE> 57

any legal or equitable right, remedy or claim under this Trust Agreement.

IN WITNESS WHEREOF, the Depositor and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.

NATIONAL TENANT FINANCE CORPORATION,
a Delaware corporation

By_____________________________
Name___________________________
Title__________________________

UNITED STATES TRUST COMPANY OF
NEW YORK, a New York banking
corporation

By_____________________________
Name___________________________
Title__________________________

<PAGE> 58

STATE OF_____________________ ]
] ss.
CITY OF______________________ ]

On the___ day of _________, 199_ before me, a Notary Public in and for
said State, personally appeared ______________, known to me (or proved to me on
the basis of satisfactory evidence) to be the person who executed the within
instrument as ___________ on behalf of NATIONAL TENANT FINANCE CORPORATION, a
Delaware corporation, and acknowledged to me that such Corporation executed the
within instrument pursuant to its Bylaws or a resolution of its Board of
Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

[NOTARIAL SEAL]
_________________________________
Notary Public

My Commission Expires:
______________________

STATE OF_____________________ ]
] ss.
CITY OF______________________ ]

On the of _________, 199_ before me, a Notary Public in and for said
State, personally appeared ______________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person who executed the
within instrument as to be a ______________ on behalf of UNITED STATES TRUST
COMPANY OF NEW YORK, a New York banking corporation, and acknowledged to me
that such association executed the within instrument pursuant to its Bylaws or
a resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.

[NOTARIAL SEAL]
_________________________________
Notary Public

My Commission Expires:
______________________

<PAGE> 59

EXHIBIT A-1
MORTGAGE LOAN SCHEDULE

(i) Borrower Name -

(ii) Mortgaged Estate - See Exhibit A
attached hereto

(iii) Maturity Date - _____ __, 20__

(iv) Rate - ____%

(v) First Due Date - ________ __, 199_

(vi) Mortgage Payments - See Exhibit B
attached hereto

(vii) Original Principal
Balance of Mortgage
Loan - $_______________

<PAGE> 60

EXHIBIT A-2
CERTIFICATE SCHEDULE

<PAGE> 61

EXHIBIT A-3
CONTENTS OF MORTGAGE FILE

With respect to the Mortgage Loan, the Mortgage File shall include each
of the following items:

<PAGE> 62

EXHIBIT A-4
CAPITALIZED DEBT SERVICE ACCOUNT SCHEDULE

(i) Borrower Name -

(ii) Tenant Name -

(iii) Payments:

Date Amount

<PAGE> 63

EXHIBIT B
[FORM OF CERTIFICATE]

[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

_____% MORTGAGE PASS-THROUGH CERTIFICATE

(____________________________)
SERIES 199_

Trust Agreement Dated as of Original Principal Amount:
_______ __, 199_ $_________
Cusip No. ____________ Original Issuance Date:
_______________, 199_

Number R-_ Maturity Date:
______________, ____

This Certificate does not represent an obligation of or interest in
National Tenant Finance Corporation, a Delaware corporation, Kmart Corporation,
any subsidiary of Kmart Corporation, or the Trustee referred to below or any of
their respective affiliates. Neither this Certificate nor the underlying
Mortgage Loan[s] referred to below are guaranteed or insured. To the extent
not defined herein, the capitalized terms used herein have the meanings set
forth in the Trust Agreement referred to below.

This certifies that _______________________ (the "Holder") is the
registered owner of an undivided ___% beneficial interest in the Trust
Property, subject to the terms and conditions of the Trust Agreement. The
Trust Property includes [the] mortgage loan[s] ("Mortgage Loan[s]") made to the
Borrower[s] identified in the Loan Agreement[s] ([individually a] "Borrower" [,
collectively "Borrowers"]). The Mortgage Loan[s], the Mortgage Note[s]
relating thereto, the Loan Documents relating thereto and certain other
property (collectively, "Trust Property") have been transferred as of the date
hereof from National Tenant Finance Corporation ("Depositor," which term
includes any successor entity under the Trust Agreement referred to below) to
the Trustee (as defined below) in trust for the benefit of Certificateholders.
The Trust

<PAGE> 64

Property was conveyed to the Trustee pursuant to a Trust Agreement ("Trust
Agreement"), dated as of the date hereof, by and among Depositor, as Depositor,
and United States Trust Company of New York ("Trustee"), as Trustee, a summary
of certain of the pertinent provisions of which is set forth herein.

This Certificate is one of a duly authorized issue of Certificates
("Certificates"), designated as "Mortgage Pass-Through Certificates
(______________________) Series 199_", and is issued under and is subject to
the terms, provisions and conditions of the Trust Agreement. The Holder of
this Certificate by acceptance hereof assents to the Trust Agreement and agrees
to be bound thereby.

This Certificate evidences a ___% Percentage Interest for purposes of
the Trust Agreement. For purposes of calculations under the Trust Agreement,
this Certificate represents an original principal amount as set forth at the
head of this Certificate, and is scheduled to bear interest from the date of
issuance on the unpaid principal balance hereof at the rate of _____% per annum
(computed on the basis of a 360-day year comprised of 12 consecutive 30-day
months) payable on each Remittance Date, and is scheduled to bear interest at
the rate of _____% per annum (computed on the same basis) on any overdue
principal or (to the extent permitted by applicable law) interest under the
Mortgage Note[s]. Distributions on any regularly scheduled Remittance Date
will include interest on the outstanding Mortgage Note[s] from and including
the first day of the sixth month immediately preceding such Remittance Date (or
from and including the Closing Date with respect to the first Remittance Date)
through the end of the calendar month immediately preceding such Remittance
Date. Additional distributions may be made with respect to this Certificate as
a result of the prepayment, purchase or acceleration of the Mortgage Note[s] as
set forth in the Trust Agreement.

THIS CERTIFICATE AND ANY OTHER CERTIFICATES ISSUED PURSUANT TO THE
TRUST AGREEMENT ARE EQUALLY AND RATABLY SECURED BY THE TRUST PROPERTY.

Distributions on this Certificate will be made by the Trustee to the
Person entitled thereto, without the presentation or surrender of this
Certificate or the making of any notation hereon. Except as otherwise provided
in the Trust Agreement and notwithstanding the preceding sentence, the final
distribution on this Certificate will be made after notice mailed by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency of the Trustee specified
in such notice.

On each Remittance Date, the Trustee will cause to be distributed to
the Holder from funds in the Certificate Account an amount equal to the
aggregate scheduled Debt Service, to the extent available, on this Certificate
for such Remittance Date. The Debt Service on this Certificate is set forth on
the Debt Service Schedule attached hereto and made a part hereof by this
reference. The Debt Service is subject to adjustment as a consequence of
prepayment, purchase or acceleration of the Mortgage Note[s] and as a
consequence of adjustment to the Annual Rental due under the

B-2

<PAGE> 65

Leases [each of] which secures [the] [a] Mortgage Note and constitutes part of
the Trust Property.

The Trustee will cause to be kept at its Corporate Trust Office, or at
the office of its designated agent, a Certificate Register in which, subject to
such reasonable regulations as it may prescribe in compliance with the Trust
Agreement, the Trustee will provide for the registration of Certificates and of
transfers and exchanges of Certificates. Upon surrender for registration of
transfer of any Certificate at any office or agency of the Trustee maintained
for such purpose, the Trustee will, subject to the limitations set forth in the
Trust Agreement, execute, authenticate and deliver, in the name of the
designated transferee or transferees, a Certificate or Certificates of a like
tenor and aggregate Percentage Interest and dated the date of such execution
and authentication by the Trustee.

No service charge will be made to the Holder for any transfer or
exchange of any Certificate, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of any Certificate. Prior to due
presentation of a Certificate for registration of transfer, the Trustee may
treat the person in whose name any Certificate is registered as the owner of
such Certificate and the undivided interest in the Trust Property evidenced
thereby for the purpose of receiving distributions pursuant to the Trust
Agreement and for all other purposes whatsoever, and the Trustee will not be
affected by any notice to the contrary.

The Trust Agreement may be amended from time to time by the Depositor
and the Trustee with the consent of Kmart but without the consent of the
Certificateholders in certain circumstances specified in the Trust Agreement.
The Trust Agreement may, under certain other circumstances specified in the
Trust Agreement, be supplemented from time to time by the Depositor and the
Trustee with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interest of the Certificates
issued and outstanding for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Trust Agreement or of
modifying in any manner the rights of the Certificateholders; provided that no
such amendment may (i) modify the provision of the Trust Agreement that
concerns notifying Certificateholders of the occurrence of an Event of Default,
modify the provision of the Trust Agreement concerning approving supplements to
the Trust Agreement that require the approval of Certificateholders, or modify
the definition of "Certificateholder" in the Trust Agreement, (ii) modify the
definition of "Percentage Interest" in the Trust Agreement or reduce the
Percentage Interests, the consent of the Holders of Certificates of which is
required for any such supplement to the Trust Agreement, or the consent of the
Holders of Certificates of which is required for any waiver provided for in the
Trust Agreement; (iii) reduce the amount or extend the time of payment of

B-3

<PAGE> 66

any amount owing or payable under the Mortgage Note[s] or distributions to be
made on any Certificate; (iv) impair the right of any Certificateholder to
commence legal proceedings to enforce a right to receive payment hereunder or
under the Trust Agreement; or (v) create or permit the creation of any lien on
the Trust Property or any part thereof, or deprive any Certificateholder of the
benefit of the Trust Agreement, whether by disposition of such Trust Property
or otherwise, without the consent of each affected Certificateholder and, with
respect to (ii) and (iii), Kmart.

The respective obligations and responsibilities of the Depositor and
the Trustee under the Trust Agreement will terminate upon the final payment,
prepayment in full or other liquidation of the Mortgage Loan[s] and the
distribution of all funds in the Trust, including the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of [the]
[any] Mortgage Loan and the remittance of all funds due thereunder; provided,
however, that in no event shall the Trust continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed by one of its authorized officers.

Dated: _______ __, 199_ UNITED STATES TRUST COMPANY OF
NEW YORK, solely as Trustee under the
Trust Agreement dated as of
_______ __, 199_ with National
Tenant Finance Corporation and
not in its individual capacity

By_____________________________
Authorized Officer

[FORM OF CERTIFICATE OF AUTHENTICATION]

This is one of the Certificates defined in the Trust Agreement dated as
of ______ __, 199_ with National Tenant Finance Corporation.

Dated: _______ __, 199_ UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee

By________________________________
Authorized Officer

B-4
<PAGE> 67

EXHIBIT C
FORM OF TRUSTEE CERTIFICATION

_______ __, 199_

National Tenant Finance Corporation
40 North Central Avenue
Suite 2700
Phoenix, Arizona 85004-4441

Re: Trust Agreement ("Trust Agreement") dated as of _______ __, 199_
by and between National Tenant Finance Corporation, as Depositor,
and United States Trust Company of New York, as Trustee, Mortgage
Pass-Through Certificates (____________________) Series 199_
Gentlemen:

In accordance with Section 2.02 of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that, as to the Mortgage Loan[s]
listed in the Mortgage Loan[s] Schedule it has reviewed [the] [each] Mortgage
File and [the] [each] Mortgage Loan Schedule and has determined that:

(i) All documents in each Mortgage File required to be delivered to
the Trustee pursuant to Section 2.01 of the Trust Agreement are in its
possession; and

(ii) Such documents have been reviewed by it and such documents do not
contain any omissions, defects or irregularities within the meaning of Sections
2.01 or 2.02 of the Trust Agreement.

The Trustee further certifies that, as to the Mortgage Loan[s], the
Trustee holds the Mortgage Note[s] without notice or knowledge (a) of any
adverse claims, liens or encumbrances, (b) that the Mortgage Note[s] [was]
[were] overdue or [has] [have] been dishonored, (c) of evidence on the face of
the Mortgage Note[s] or the Mortgage of any security interest or other right or
interest therein, or (d) of any defense against or claim to the Mortgage
Note[s] by any other party.

The Trustee has made no independent examination of any documents
contained in the Mortgage File[s] beyond the review specifically required in
the Trust Agreement. The Trustee makes no representations or warranties as to
the validity, legality, sufficiency, enforceability or genuineness of any of
the documents contained in the Mortgage File[s] (other than the statements made
herein) or the collectibility, insurability, effectiveness or suitability of
the Mortgage Loan[s].

<PAGE> 68

Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the Trust Agreement.

UNITED STATES TRUST COMPANY OF
NEW YORK

By_______________________________
Name_____________________________
Title____________________________

<PAGE> 1
EXHIBIT 4.2

_______________

PASS-THROUGH TRUST AGREEMENT
_______________

between

NATIONAL TENANT FINANCE CORPORATION
as Depositor

and

UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee

_____________________________

Dated as of ________ __, 199_
_____________________________

$_________
Mortgage Pass-Through Certificates

(___________________)
Series 199_-__

_________________________________________________________________
<PAGE> 2
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
TIA Section Trust Agreement Section
- ----------- -----------------------
<S> <C>
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . 8.06
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . *
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.07; 8.08; 11.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 3.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . *
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . *
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15; 11.07
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.15
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 11.12
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 11.12
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . *
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.13
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . *
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . *
316(a) last sentence . . . . . . . . . . . . . . . . . . . Definition of "Certificateholder"
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . 7.04
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . 7.02
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . *
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . *
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . *
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . 3.05
</TABLE>

<PAGE> 3

<TABLE>
<CAPTION>
TIA Section Trust Agreement Section
- ----------- -----------------------
<S> <C>
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . *
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . 11.11
- ----------------------
</TABLE>
* Intentionally deleted.

<PAGE> 4
TABLE OF CONTENTS

Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

<TABLE>
<S> <C> <C> <C>
Section 1.01. Definitions . . . . . . . . . . . . . . . . . . 1
Section 1.02. Incorporation by Reference of
Trust Indenture Act. . . . . . . . . . . . . 11
Section 1.03. Acts of Holders. . . . . . . . . . . . . . . . 12

<CAPTION>
ARTICLE II
CONVEYANCE OF MORTGAGE LOAN[S]; TRUST PROPERTY

<S> <C> <C> <C>
Section 2.01. Conveyance of Mortgage Note[s]. . . . . . . . . 13
Section 2.02. Acceptance by Pass-Through Trustee. . . . . . . 13
Section 2.03. Trust Property. . . . . . . . . . . . . . . . . 14
Section 2.04. Limitation of Powers. . . . . . . . . . . . . . 14

<CAPTION>
ARTICLE III
THE CERTIFICATES

<S> <C> <C> <C>
Section 3.01. The Certificates. . . . . . . . . . . . . . . . 14
Section 3.02. Registration of Transfer and Exchange
of Certificates. . . . . . . . . . . . . . . 17
Section 3.03. Mutilated, Destroyed, Lost or Stolen
Certificates. . . . . . . . . . . . . . . . . 19
Section 3.04. Persons Deemed Owners. . . . . . . . . . . . . 19
Section 3.05. Appointment of Paying Agent. . . . . . . . . . 19
Section 3.06. Certificates Issuable in the Form
of a Registered Global Certificate. . . . . 19
Section 3.07. Temporary Securities. . . . . . . . . . . . . . 21

<CAPTION>
ARTICLE IV
RECEIPT AND DISTRIBUTION OF INCOME
AND PROCEEDS FROM THE TRUST PROPERTY

<S> <C> <C> <C>
Section 4.01. Calculation of Distributions. . . . . . . . . . 22
Section 4.02. Collection of Mortgage Note Payments;
Investment. . . . . . . . . . . . . . . . . . 22
Section 4.03. Establishment of Certificate Account;
Deposits in Certificate Account. . . . . . . . 22
Section 4.04. Permitted Withdrawals From the Certificate
Account. . . . . . . . . . . . . . . . . . . 23
Section 4.05. Action Concerning Defaulted Mortgage Loan. . . 24
Section 4.06. Trustee Compensation . . . . . . . . . . . . . 24
Section 4.07. Rights of the Certificateholders . . . . . . . 24

ARTICLE V
PAYMENTS TO THE CERTIFICATEHOLDERS

<S> <C> <C> <C>
Section 5.01. Distributions. . . . . . . . . . . . . . . . . 25
Section 5.02. Statements to Certificateholders . . . . . . . . 26
Section 5.03. Advances by Pass-Through Trustee . . . . . . . 26
</TABLE>

i
<PAGE> 5
ARTICLE VI
THE DEPOSITOR

<TABLE>
<S> <C> <C> <C>
Section 6.01. Maintaining Corporate Existence of the
Depositor. . . . . . . . . . . . . . . . . . 27
Section 6.02. Limitation on Liability of the Depositor. . . . 27

<CAPTION>
ARTICLE VII
DEFAULT

<S> <C> <C> <C>
Section 7.01. Events of Default. . . . . . . . . . . . . . . 28
Section 7.02. Waiver of Defaults. . . . . . . . . . . . . . . 29
Section 7.03. Notification to Certificateholders. . . . . . . 29
Section 7.04. Rights of Certificateholders to Direct
Proceedings . . . . . . . . . . . . . . . . . 29
Section 7.05. Rights of Certificateholders to
Receive Payment . . . . . . . . . . . . . . . 30
Section 7.06. Remedies Cumulative . . . . . . . . . . . . . . 30
Section 7.07. Pass-Through Trustee Default. . . . . . . . . . 30
Section 7.08. Notice to Tenant[s] and Kmart. . . . . . . . . 31

<CAPTION>
ARTICLE VIII
CONCERNING THE PASS-THROUGH TRUSTEE
AND THE COLLATERAL TRUSTEE

<S> <C> <C> <C>
Section 8.01. Duties of Pass-Through Trustee. . . . . . . . . 31
Section 8.02. Certain Matters Affecting Pass-Through
Trustee. . . . . . . . . . . . . . . . . . . 32
Section 8.03. Pass-Through Trustee Not Liable for
Certificates or Mortgage Note[s]. . . . . . . 34
Section 8.04. Pass-Through Trustee May Own Certificates. . . 34
Section 8.05. Pass-Through Trustee's Fee and Expenses. . . . 34
Section 8.06. Action by Co-Trustee. . . . . . . . . . . . . . 35
Section 8.07. Eligibility Requirements for Pass-Through
Trustee. . . . . . . . . . . . . . . . . . . 36
Section 8.08. Resignation and Removal of Pass-Through
Trustee and Collateral Trustee. . . . . . . . 36
Section 8.09. Successor Pass-Through Trustee. . . . . . . . . 38
Section 8.10. Merger or Consolidation of Pass-Through
Trustee. . . . . . . . . . . . . . . . . . . 38
Section 8.11. Resignation of Co-Trustee. . . . . . . . . . . 38
Section 8.12. Removal of Co-Trustee. . . . . . . . . . . . . 39
Section 8.13. Appointment of Successor to Co-Trustee. . . . . 39
Section 8.14. Succession of Successor to Co-Trustee. . . . . 39
Section 8.15. Reports by the Pass-Through Trustee to
Certificateholders. . . . . . . . . . . . . . 39
Section 8.16 Co-Trustee of the Collateral Trust . . . . . . 40

<CAPTION>
ARTICLE IX
TERMINATION

<S> <C> <C> <C>
Section 9.01. Termination. . . . . . . . . . . . . . . . . . 40
Section 9.02. Notice; Final Distribution . . . . . . . . . . . 40
</TABLE>

ii
<PAGE> 6
ARTICLE X
SUPPLEMENTS AND AMENDMENTS TO THIS
PASS-THROUGH TRUST AGREEMENT AND OTHER DOCUMENTS;
ADDITIONAL AGREEMENTS OF TRUSTEE

<TABLE>
<S> <C> <C> <C>
Section 10.01. Supplemental Pass-Through Trust Agreements
Without Consent of Holders. . . . . . . . . . 41
Section 10.02. Supplemental Agreements With Consent of
Certificateholders. . . . . . . . . . . . . . 42
Section 10.03. Effect of Supplemental Agreement. . . . . . . . 44
Section 10.04. Documents to Be Given to Trustee. . . . . . . . 44
Section 10.05. Notation on Certificates in Respect of
Supplemental Agreements. . . . . . . . . . . 44
Section 10.06. Supplements to Collateral Trust Agreement . . . 45

<CAPTION>
ARTICLE XI
MISCELLANEOUS PROVISIONS

<S> <C> <C> <C>
Section 11.01. Severability of Provisions. . . . . . . . . . . 45
Section 11.02. Limitation on Rights of Certificateholders. . . 45
Section 11.03. Solicitation of Certificateholders. . . . . . . 46
Section 11.04. Recordation of Agreement. . . . . . . . . . . . 47
Section 11.05. Duration of Agreement. . . . . . . . . . . . . 47
Section 11.06. Governing Law. . . . . . . . . . . . . . . . . 47
Section 11.07. Notices. . . . . . . . . . . . . . . . . . . . 47
Section 11.08. Counterparts. . . . . . . . . . . . . . . . . . 48
Section 11.09. Submission to Jurisdiction. . . . . . . . . . . 48
Section 11.10. Gender; Number. . . . . . . . . . . . . . . . . 48
Section 11.11. TIA Controls. . . . . . . . . . . . . . . . . . 48
Section 11.12. Certificate and Opinion as to Conditions
Precedent . . . . . . . . . . . . . . . . . . 48
Section 11.13. Statements Required in Certificate
or Opinion . . . . . . . . . . . . . . . . . 49
Section 11.14. Benefits of Pass-Through Trust Agreement. . . . 49
</TABLE>

EXHIBIT A-1 MORTGAGE NOTE SCHEDULE

EXHIBIT A-2 CERTIFICATE SCHEDULE

EXHIBIT A-3 CONTENTS OF MORTGAGE FILE

EXHIBIT B [FORM OF CERTIFICATE]

iii
<PAGE> 7

__________________

PASS-THROUGH TRUST AGREEMENT

SERIES _____
__________________

THIS PASS-THROUGH TRUST AGREEMENT, SERIES ____, dated as of __________,
19__, is executed by and among NATIONAL TENANT FINANCE CORPORATION, a Delaware
corporation, as depositor (together with its permitted successors, in such
capacity, "Depositor"), and UNITED STATES TRUST COMPANY OF NEW YORK, a New York
banking corporation organized under the laws of the United States of America,
as trustee (together with its permitted successors and assigns, "Pass-Through
Trustee").

In consideration of the premises and the mutual agreements hereinafter set
forth, the Depositor and the Pass-Through Trustee agree as follows:

PREFACE

Each Certificate evidences a beneficial ownership interest in the
Pass-Through Trust Property, the assets of which include, among other things,
the Mortgage Note[s]. The Certificates are equally and ratably secured by and
payable from the proceeds of the Mortgage Note[s], and [the] [each] Mortgage
Note is ratably secured by the related Mortgage (as each such term is defined
herein).

Each Certificate is paid interest or principal and interest, as set forth
on the Debt Service schedule on such Certificate, on a semiannual basis
referred to herein as the Remittance Dates. Payments under the Mortgage Note[s]
are payable semiannually on the Due Dates.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions. Whenever used herein, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

"Additional Rent": [With respect to each Lease] has the meaning assigned
in Article 5 of [the] [such] Lease.

"Administrative Expenses": The ordinary and necessary expenses incurred by
the Trustee in the course of administering the affairs of the Pass-Through
Trust.

"Annual Rental": [With respect to each Lease] has the meaning assigned in
Article 4 of [the] [such] Lease.

"Available Distribution Amount": As to any Remittance Date, an amount
equal to the amount on deposit in the Certificate Account

<PAGE> 8

as of the close of business on the Business Day immediately preceding the
Remittance Date.

"Borrower": [The] [A] Borrower identified in [the] [a] Loan Agreement.

"Business Day": Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking or savings and loan institutions in New York or
California, or the city in which the principal corporate trust offices of any
successor Pass-Through Trustee are located, are authorized or obligated by law
or executive order to be closed.

"Called Principal Percentage": With respect to any Mortgage Note, has the
meaning assigned to it in Section 2 of the related Loan Agreement.

"Certificate" or "Certificates": The Certificate or Certificates
evidencing a beneficial ownership interest in the Pass-Through Trust Property
executed and authenticated by the Pass-Through Trustee substantially in the
form set forth in Exhibit B hereto.

"Certificate Account": The trust account described in Section 4.03.

"Certificate Balance": With respect to all the Certificates, the original
principal amount of the Certificates less all payments and prepayments of
principal thereof, including without limitation any payments of principal
comprising Debt Service; and with respect to any Certificate, the original
principal amount of such Certificate less all payments and prepayments of
principal thereof, including without limitation any payments of principal
comprising Debt Service on such Certificate.

2
<PAGE> 9

foregoing, shall be deemed not to be outstanding and the Percentage Interest
evidenced thereby shall not be taken into account in determining the amount of
Percentage Interests voted with respect to any such consent, waiver, request or
demand.

"Certificate Owner": Any Person acquiring a beneficial interest in a
Registered Global Certificate, which ownership shall be reflected on the books
of the Depository or on those of a participant in such Depository. Solely for
the purposes of any consent, waiver, request or demand pursuant to this
Pass-Through Trust Agreement, any portion of a Registered Global Certificate
that is beneficially owned by the Depositor, [Kmart], a Tenant, a Borrower, any
successor owner or ground lessee of a Project, any successor tenant or
subtenant of a Project, any successor guarantor of the performance of a Tenant
or successor tenant, or any affiliate of any of the foregoing, shall be deemed
not to be outstanding and the Percentage Interest evidenced by such portion
shall not be taken into account in determining whether the requisite amount of
Percentage Interests necessary to effect any such consent, waiver, request or
demand has been obtained.

"Certificate Register": The register maintained pursuant to Section 3.02.

"Closing Costs": An amount equal to $_____________ which shall be
disbursed to the Underwriters on the Closing Date.

"Closing Date": _______ __, 199_.

"Code": The Internal Revenue Code of 1986, as amended.

"Collateral Trust": The Trust created pursuant to the Collateral Trust
Agreement.

"Collateral Trust Agreement": The Collateral Trust Agreement dated the
date hereof between the Collateral Trustee and the Depositor, together with all
amendments thereof and supplements thereto.

"Collateral Trust Property": The corpus of the Collateral Trust, to the
extent described in the Collateral Trust Agreement, consisting of all Loan
Documents, property which secures the Mortgage Loan[s] and which has been
acquired by foreclosure or deed in lieu of foreclosure (prior to its
disposition) and Insurance Proceeds, Condemnation Proceeds and any other
amounts receivable under the Loan Documents, and any funds advanced by the
Certificateholders to the Collateral Trustee or otherwise held by

3
<PAGE> 10

the Collateral Trustee in accordance with the provisions of the Collateral
Trust Agreement.

"Collateral Trustee": United States Trust Company of New York, and
its permitted successors under the Collateral Trust Agreement.

"Condemnation Proceeds": Any awards in respect of, or settlements in lieu
of, condemnation proceedings affecting [the] [a] Mortgaged Estate.

"Consent and Agreement": [A] [The] Consent and Agreement among Kmart,
Depositor, [a] Borrower, [a] Tenant and the Collateral Trustee relating to [a]
[the] Lease, [[a] [the] Lease Guaranty,] [a] [the] Note Put Agreement and
certain other related matters.

"Corporate Trust Office": The office of the Pass-Through Trustee in the
State of California at which at any particular time its corporate trust
business shall be administered, which office at the date of execution of this
instrument is located at Suite 2700, 555 South Flower Street, Los Angeles,
California 90071.

"Depositor": National Tenant Finance Corporation, a Delaware corporation,
and its successors in interest.

"Depository": The depository of the Registered Global Certificate[s], if
any, representing the Certificates and any successor to such depository
appointed by the Depositor. Such depository initially shall be The Depository
Trust Company, a New York corporation.

"Determination Date": The Business Day immediately preceding a Remittance
Date.

"Due Date": [With respect to each Mortgage Note,] a Note Payment Date as
defined in the [related] Loan Agreement.

"Eligible Investments": One or more of the following:

(i) direct obligations of the United States of America;

(ii) obligations fully guaranteed, both as to principal and
interest, by the United States of America;

(iii) certificates of deposit issued by, or bankers' acceptances
of, or time deposits with, a bank or trust company organized under the laws of
the United States or any state thereof, having capital, surplus and undivided
profits aggregating at least $100,000,000 and whose long-term certificates of
deposit are, at

<PAGE> 11

the time of acquisition thereof, rated in the highest rating category for such
securities by S&P and Moody's; and

(iv) taxable government money-market portfolios restricted to
obligations with maturities of one year or less, issued or guaranteed by the
full faith and credit of the United States which, at the time of such
investment, are then rated in the highest rating category of S&P and Moody's
(the "highest rating category" as used in this definition shall mean (A) a
rating which would be assigned by S&P, as of the date first above written,
equivalent to or higher than "AAAm" or "AAAmG" with respect to money-market
securities and (B) a rating which would be assigned by Moody's as of the date
first above written, equivalent to or higher than "Am" with respect to
money-market securities);

provided that any such obligations of the types described in clauses (i)
through (iv) above shall not have a maturity later than the earlier of 90 days
and the date the funds being invested are to be distributed to the
Certificateholders; provided further, that any such obligations of the types
described in clauses (i) and (ii) above may be made through a repurchase
agreement in commercially reasonable form with a bank or other financial
institution (which may be the Pass-Through Trustee or the Collateral Trustee)
the senior unsecured debt of which is then assigned an A rating or better by
S&P or Moody's, so long as title to the underlying obligations shall pass to
the Pass-Through Trustee and that such underlying obligations shall be
segregated in a custodial or trust account of or for the benefit of the
Pass-Through Trustee.

"ERISA": The Employee Retirement Income Security Act of 1974, as amended.

"Event of Default": Any event of default described in Section 7.01.

"Exchange Act": The Securities Exchange Act of 1934, as amended.

"Extraordinary Expense Advances": All reasonable and necessary
"out-of-pocket" costs and expenses of the Pass-Through Trustee or the
Collateral Trustee in enforcing the Mortgage Note[s] and the Loan Documents
following an Event of Default under Section 7.01 hereof (except for a
Non-Monetary Tenant Default), and in compliance with the obligations of the
Collateral Trustee under Section 4.07 of the Collateral Trust Agreement.

"FDIC": Federal Deposit Insurance Corporation or any successor
organization.

<PAGE> 12

"Kmart": Kmart Corporation, a Michigan corporation, and its successors and
assigns.

"Lease": [With respect to each Mortgage Note,] has the meaning assigned
thereto in Section 1.1 of the [related] Loan Agreement.

["Lease Guaranty": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 1.1 of the [related] Loan Agreement.]

["Lease Guaranty Termination": [With respect to any Mortgage Loan] a Lease
Guaranty Termination as defined in the [related] Note Put Agreement.]

"Letter of Representations": A letter (in the form attached hereto as
Exhibit C) from the Depositor and the Pass-Through Trustee to, and accepted by,
the Depository, as such letter may be modified or supplemented, or any
successor letter thereto.

"Liquidated Mortgage Loan": [A] [The] Mortgage Loan after an Event of
Default under the [related] Loan Agreement when the Collateral Trustee has
reasonably determined that all amounts which it expects to recover from or on
account of such Mortgage Loan have been recovered.

"Liquidation Expenses": Expenses which are incurred by the Collateral
Trustee in connection with the liquidation of a defaulted Mortgage Loan, such
expenses including, without limitation, legal fees and expenses, any
unreimbursed amount expended by the Collateral Trustee pursuant to Section 4.07
of the Collateral Trust Agreement (to the extent such amount is reimbursable
under the terms of such Section 4.07) respecting such Mortgage Loan and any
related and unreimbursed expenditures for real estate property taxes or for
property restoration or preservation.

"Liquidation Proceeds": Cash (including Insurance Proceeds and Condemnation
Proceeds) received by the Collateral Trustee in connection with the liquidation
of [a] [the] defaulted Mortgage Loan, whether through the sale of such
defaulted Mortgage Loan, the sale of the Mortgaged Estate securing such
defaulted Mortgage Loan pursuant to foreclosure sale or otherwise, or revenues
from or the sale of the related Mortgaged Estate if such Mortgaged Estate is
acquired in satisfaction of such defaulted Mortgage Loan, other than amounts
required to be paid to the Borrower pursuant to law or the terms of the related
Mortgage Note.

"Loan Agreement": [With respect to each Mortgage Note,] the [related] Loan
Agreement between Depositor and [a] Borrower, pursuant to the terms and
conditions of which the [related] Mortgage Loan was made.

<PAGE> 13

"Loan Documents": [With respect to each Mortgage Loan,] the [related] Note
Put Agreement, the [related] Loan Agreement, the [related] Mortgage and each
document in the Mortgage File [pertaining to such Mortgage Loan], and each
other document which constitutes a Loan Document pursuant to the terms and
provisions of [such] [the] Loan Agreement.

"Make-Whole Premium": [With respect to each Mortgage Note,] has the meaning
assigned to it in Section 2 of the [related] Loan Agreement. The Pass-Through
Trustee shall be provided with a certificate evidencing the calculation of such
amount by the Depositor.

"Moody's": Moody's Investors Service, Inc., a Delaware corporation, its
successors and assigns.

"Mortgage": [With respect to each Mortgage Note,] has the meaning assigned
thereto in Section 1.2 of the [related] Loan Agreement.

"Mortgage File": The items referred to in Exhibit A-3 annexed hereto
pertaining to the Mortgage Loan[s].

"Mortgage Loan": The loan pursuant to [a] [the] Loan Agreement together
with all right, title and interest of Depositor relating thereto, secured by the
[related] Mortgage, and evidenced by the [related] Mortgage Note and [another]
[other] mortgage note[s] issued in connection with such Loan Agreement with [a]
different maturit[y][ies], which [is][are] held by [another] [other]
pass-through trustee[s] pursuant to [another] [other] pass-through trust
agreement[s] dated the date hereof.

"Mortgage Note": [A] [The] promissory note, executed by [a] [the] Borrower
as obligor and having [a] [the] maturity date and Mortgage Note rate specified
in the Mortgage Note Schedule, secured by [a] [the] Mortgage, which Mortgage
Note was sold, conveyed, transferred and absolutely assigned by the Depositor
to the Pass-Through Trustee and which is the subject of this Pass-Through Trust
Agreement and included in the Pass-Through Trust Property.

"Mortgage Note Payments": The scheduled payments set forth in Exhibit A-1
of interest or principal and interest on the Mortgage Note[s].

"Mortgage Note Schedule": The schedule attached hereto as Exhibit A-1
setting forth the following information for the Mortgage Note[s]: (i) [each]
[the] Borrower's name; (ii) the Mortgaged Estate[s]; (iii) the maturity
date[s]; (iv) [each] [the] Mortgage Note rate; (v) the first Due Date; (vi) a
schedule setting forth the Mortgage Note Payments; and (vii) the original
Principal Balance of [each] [such] Mortgage Note.

"Mortgaged Estate": [With respect to each Mortgage Note,] the real and
personal property securing [such] [the] Mortgage Note.

<PAGE> 14

"Net Liquidation Proceeds": Liquidation Proceeds net of Liquidation
Expenses.

"Non-Monetary Tenant Default": [With respect to a Lease,] any default under
[such] [the] Lease by the [related] Tenant other than a default in the payment
of Annual Rental or Additional Rent.

"Note Put Agreement": [With respect to each Loan Agreement,] the Note Put
Agreement by and between Depositor, [and] the [related] Tenant, [and Kmart]
pursuant to the terms and conditions of which a Put of [such] [the] Mortgage
Note may be made on the occurrence of certain events specified therein.

"Officer's Certificate": A certificate signed by the Chairman of the Board,
the Chief Executive Officer, the President or a Vice President, the Treasurer
or the Secretary or one of the Assistant Treasurers or Assistant Secretaries or
any other duly authorized officer of the Depositor and delivered to the
Pass-Through Trustee containing the information required by Sections 11.12 and
11.13.

"Opinion of Counsel": An opinion in writing signed by legal counsel who may
be an employee of or counsel to the Depositor in form and substance acceptable
to the Pass-Through Trustee containing the information required by Sections
11.12 and 11.13.

["Option Agreement": An option granted by [a][the] Borrower to [a][the]
Tenant permitting such Tenant to acquire the [related] Project in the event
Borrower does not perform its obligations under the [related] Lease and the
[related] Construction Fund Disbursement Agreement.]

"Pass-Through Trust": The grantor trust created pursuant to this
Pass-Through Trust Agreement.

"Pass-Through Trust Agreement": This Trust Agreement and all amendments
hereof and supplements hereto.

"Pass-Through Trustee": United States Trust Company of New York, and its
permitted successors and assigns hereunder.

"Pass-Through Trustee's Fee": The amount of the annual fee paid to the
Pass-Through Trustee for its Administrative Expenses, including the reasonable
expenses of preparing any tax returns as provided in Section 5.02, arising
under this Pass-Through Trust Agreement, equal to $_____, payable by the
Tenant[s] pursuant to the Consent and Agreement[s].

"Pass-Through Trust Property": The corpus of the Pass-Through Trust, to the
extent described herein, consisting of the Mortgage Note[s], all rights of the
holder of such Mortgage Note[s] under the Collateral Trust Agreement or
otherwise, such assets as shall from time to time be identified as deposited in
the Certificate Account (including the investment income thereon), and any
funds

<PAGE> 15

advanced by the Certificateholders to the Pass-Through Trustee in accordance
with the provisions hereof.

"Paying Agent": The Person designated as the Paying Agent pursuant to
Section 3.05.

"Percentage Interest": The percentage of the whole undivided beneficial
interest in the Pass-Through Trust Property held by a Holder, to be evidenced
by a Certificate which shall state the percentage interest therein.

"Permitted Encumbrances": The Permitted Encumbrances as defined in [each]
[the] Mortgage.

"Pledge Agreement": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 1.2 of the [related] Loan Agreement.

"Principal Balance": The outstanding principal balance of [the] [a]
Mortgage Note as of any specified date.

"Principal Prepayment": Any payment or other recovery of principal on [a]
[the] Mortgage Note, including any prepayment of principal pursuant to Section
3 of the [related] Loan Agreement, Insurance Proceeds and Condemnation Proceeds
to the extent required to be deposited in the Certificate Account and
Liquidation Proceeds, which is received in advance of its scheduled Due Date.

"Project": [A] [The] facility comprised of a retail store [constructed by
[a] Borrower [and [a] Tenant]] for lease by [a] [such] Tenant on real property
[which will be [acquired by] [owned by] [a] [such] Borrower and] [upon which
such facility will be constructed on behalf of [such] Borrower] using the
proceeds of [a] [the] Mortgage Loan.

"Purchase Price": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 2.1 of the [related] Note Put Agreement.

"Put": The right to require purchase of [a] [the] Mortgage Note by [a]
[the] Tenant [and Kmart] pursuant to the [related] Note Put Agreement.

9
<PAGE> 16

by the Depositor, notice of which designation shall be given to the Pass-Through
Trustee. References herein to the highest rating category of a Rating Agency
shall mean AAA or better in the case of S&P and Aaa or better in the case of
Moody's and in the case of any other Rating Agency shall mean a rating
equivalent to such ratings.

"Record Date": (i) With respect to any distribution the close of business
on the fifteenth day preceding the related Remittance Date, except with respect
to a distribution pursuant to Section 3.01(f), in which case the Record Date is
the close of business on the fifteenth day prior to the Remittance Date on
which the related Mortgage Note Payment would, pursuant to the terms hereof,
have been distributable to the Certificateholders had such Mortgage Note
Payment been paid in full in a timely manner. (ii) With respect to any
direction, consent, waiver or other action to be given or taken by
Certificateholders, the date established by the Pass-Through Trustee pursuant
to Section 1.03(e) hereof.

"Registered Global Certificate": The Certificate, if any, issued to
the Depository in accordance with Article III and bearing the legend prescribed
in Section 3.06(a).

"Responsible Officer": When used with respect to the Pass-Through
Trustee, the Chairman or Vice Chairman of the Board of Directors of the
Pass-Through Trustee, the Chairman or Vice Chairman of the Executive or
Standing Committee of the Board of Directors of the Pass-Through Trustee, the
President, the Chairman of the Committee on Trust Matters, any Vice President,
any Assistant Vice President, the Secretary, any Assistant Secretary, the
Treasurer, any Assistant Treasurer, the Cashier, any Assistant Cashier, any
Trust Officer or Assistant Trust Officer, the Controller and any Assistant
Controller or any other officer of the Pass-Through Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

["Second Mortgage": A Mortgage, Security Agreement and Assignment of
Rents from [a] [the] Borrower to [a] [the] Tenant which grants a lien
subordinate to the [related] Mortgage on [a] [the] Project to secure such
Borrower's performance under the [related] Lease and under the [related]
Construction Fund Disbursement Agreement.]

"S & P": Standard & Poor's Ratings Group, a __________ corporation,
its successors and assigns.

10
<PAGE> 17

"Termination Premium": [With respect to each Mortgage Note,] has the
meaning assigned to it in Section 2 of the [related] Note Put Agreement.

"TIA": The Trust Indenture Act of 1939 as in effect on the date as of
which this Pass-Through Trust Agreement was first qualified under such Act;
provided, however, that in the event the Trust Indenture Act is amended after
such date, "TIA" means, to the extent required by such amendment, the Trust
Indenture Act of 1939 as so amended.

"Transfer Assurance": A Transfer Assurance required pursuant to
Section 3.02(c).

"Treasury Regulations": The Treasury Regulations, including proposed,
temporary and final regulations promulgated under the provisions of the Code.

"Underwriters": The several underwriters named in the Underwriting
Agreement.

Section 1.02. Incorporation by Reference of Trust Indenture Act.
Whenever this Pass-Through Trust Agreement refers to a provision of the TIA,
such provision is incorporated by reference in and made a part of this Trust
Agreement. The following TIA terms used in this Pass-Through Trust Agreement
have the following meanings:

"Commission" means the SEC.

"Indenture securities" means the Certificates.

"Indenture security holder" means a Certificateholder.

"Indenture to be qualified" means this Pass-Through Trust Agreement.

"Indenture trustee" or "institutional trustee" means the Pass-Through
Trustee.

"Obligor" on the Indenture securities means Kmart.

All other TIA terms used in this Pass-Through Trust Agreement that are
defined by the TIA, defined by TIA reference to another

<PAGE> 18

statute or defined by SEC rule have the meanings assigned to them by
such definitions.

Section 1.03. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Pass-Through Trust Agreement to be
given or taken by Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Pass-Through
Trustee and, where it is hereby expressly required, to the Depositor and to
Kmart. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of
Certificateholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Pass-Through Trust Agreement and conclusive
in favor of the Pass-Through Trustee and the Depositor, if made in the manner
provided in this Section 1.03.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Pass-Through
Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Pass-Through
Trustee or the Depositor in reliance thereon, whether or not notation of such
action is made upon such Certificate.

(e) If the Pass-Through Trustee shall solicit from the Holders any
request, demand, authorization, direction, notice, consent, waiver or
other Act, the Pass-Through Trustee shall fix in advance a record date for the
determination of Holders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other Act. Such request, demand,
authorization, direction, notice, consent, waiver or other Act may be given
before or after such record date, but only the Holders of record at the close
of business on such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of outstanding
Certificates have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent,

<PAGE> 19
waiver or other Act, and for that purpose the outstanding Certificates
shall be computed as of such record date; provided that no such authorization,
agreement or consent by the Holders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this
Pass-Through Trust Agreement not later than six months after the record date.

ARTICLE II
CONVEYANCE OF MORTGAGE LOAN[S]; TRUST PROPERTY

Section 2.01. Conveyance of Mortgage Note[s]. As grantor of the
Pass-Through Trust, the Depositor, concurrently with the execution and delivery
hereof, does hereby sell, transfer, set over, convey and absolutely assign to
the Pass-Through Trustee without recourse (except as provided herein) in trust
intending to establish the Pass-Through Trust, all right, title and interest of
the Depositor in and to the Mortgage Note[s], including all interest,
Make-Whole Premium, Termination Premium and principal due or to become due from
[each] [the] Borrower on or with respect to [each] [the] Mortgage Note.

The ownership of the Pass-Through Trust Property is vested in the
Pass-Through Trustee without reservation of any right, title or interest
whatsoever in the Depositor. The Depositor intends that the sale, conveyance,
transfer and absolute assignment of the Depositor's right, title and interest
in and to the Mortgage Note[s] pursuant to this Pass-Through Trust Agreement
shall constitute a purchase and sale and not a pledge of security for a loan.
However, if for any reason such conveyance is deemed not to be a sale, the
Depositor intends that the rights and obligations of the parties shall
nevertheless be established pursuant to the terms of this Pass-Through Trust
Agreement and that the Depositor shall be deemed to have granted to the
Pass-Through Trustee a first priority security interest in all of the
Depositor's right, title and interest in, to and under the Mortgage Note[s],
all payments of principal of or interest on the Mortgage Note[s], all other
payments made in respect of the Mortgage Note[s] (including, without
limitation, any Make-Whole Premium or Termination Premium), and all proceeds of
any thereof, and any other assets of the Pass-Through Trust, and that this
Pass-Through Trust Agreement shall constitute a security agreement under
applicable law.

Section 2.02. Acceptance by Pass-Through Trustee. The Pass-Through
Trustee acknowledges receipt of the Mortgage Notes[s] and declares that it
holds and will hold such Mortgage Note[s] and any other documents constituting
a part of the Pass-Through Trust Property delivered to it in trust for the use
and benefit of all present and future Certificateholders.

The Pass-Through Trustee hereby represents that it holds [each][the]
Mortgage Note without notice or knowledge (a) of any adverse claims, liens or
encumbrances with respect to [such][the] Mortgage Note, (b) that [such][the]
Mortgage Note is overdue or has

<PAGE> 20

been dishonored, (c) of evidence on the face of [such][the] Mortgage
Note of any security interest or other right or interest therein by any other
party, or (d) of any defense against or claim to [such][the] Mortgage Note by
any other party.

Upon receipt thereof, the Pass-Through Trustee shall deliver to the
Certificateholders the Collateral Trustee's Certification delivered pursuant
Section 2.02 of the Collateral Trust Agreement.

Section 2.03. Trust Property. The Pass-Through Trustee acknowledges
that it holds the Pass-Through Trust Property conveyed pursuant to this
Pass-Through Trust Agreement in trust for the use and benefit of all present
and future Certificateholders.

Section 2.04. Limitation of Powers. The Pass-Through Trust is
constituted solely for the purpose of making the investment in the Pass-Through
Trust Property, and, except as set forth herein, the Pass-Through Trustee is
not authorized or empowered to acquire any other investments or engage in any
other activities.

ARTICLE III
THE CERTIFICATES

Section 3.01. The Certificates.

(a) Form and Terms. The Certificates and the Pass-Through Trustee's
certificate of authentication shall be substantially in the form attached
hereto as Exhibit B. Subject to the provisions of Section 3.06 hereof, the
Certificates shall be issuable as registered securities without coupons and
shall be numbered, lettered or otherwise distinguished from one another. The
Certificates shall be issued in denominations of $1,000 principal amount and
any integral multiple thereof and shall be dated the date of their
authentication. Each Certificate shall bear interest and have the other terms
as are set forth in the Certificate Schedule and in such Certificate. Each
Certificate shall evidence a beneficial ownership interest in the Pass-Through
Trust Property and shall have no rights, benefits or interest in respect of any
other separate pass-through trust, if any, or the trust property held in such
other pass-through trust. All Certificates shall be in all respects equally and
ratably entitled to the benefits of the Pass-Through Trust without preference,
priority, or distinction on account of actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this
Pass-Through Trust Agreement.

Certificates shall not be subject to optional prepayment except as
provided herein.

On the Closing Date, the Pass-Through Trustee shall issue the
Certificates indicated on the Certificate Schedule. The aggregate principal
amount of the Certificates to be issued hereunder shall not exceed
$___________.

14
<PAGE> 21

(b) Execution and Authentication. The Certificates shall be executed
on behalf of the Pass-Through Trustee by its Chairman of the Board, one of its
Vice Chairmen, its President or one of its Vice Presidents, under its corporate
seal reproduced thereon. The signature of any such officer on the Certificates
may be manual or facsimile.

Certificates bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Pass-Through Trustee shall bind
the Pass-Through Trustee, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of
such Certificates or did not hold such offices at the date of such
Certificates.

No Certificate shall be entitled to any benefit under this Pass-Through
Trust Agreement or be valid or obligatory for any purpose unless there appears
on such Certificate a certificate of authentication substantially in the form
provided for in Exhibit "B" annexed thereto duly executed by the Pass-Through
Trustee by manual signature of an authorized officer, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and made available
for delivery hereunder.

(c) Prepayment Distribution. In the event of a prepayment of [a]
[the] Mortgage Note pursuant to Section 3 of the [related] Loan Agreement (not
including a Put pursuant to the [related] Note Put Agreement), the Pass-Through
Trustee shall within 30 days following receipt of any amounts in connection
with such prepayment distribute such amounts to the Certificateholders pro rata
based upon their respective Percentage Interests.

(d) Note Put Distribution. The Pass-Through Trustee shall, in the
manner and to the extent required by Section 313(c) of the TIA, notify the
Certificateholders of the occurrence of any Triggering Event (as defined in [a]
[the] Note Put Agreement) known to the Pass-Through Trustee within five (5)
Business Days after obtaining knowledge thereof.

(i) Upon the occurrence of a Triggering Event (other than a Lease
Guaranty Termination), the Pass-Through Trustee, at the written direction of
any Certificateholders received by the Pass-Through Trustee within 90 days of
delivery of the notice pursuant to Section 3.01(d), shall vote a percentage of
the Principal Balance of the [related] Mortgage Note corresponding to the
Percentage Interests owned by such Certificateholders in favor of directing the
Collateral Trustee to (A) exercise the Put in accordance with the terms and
provisions of [such] [the] Note Put Agreement, and (B) designate the Purchase
Date under and as defined in [such] [the] Note Put Agreement, which Purchase
Date shall be not more than 35 Business Days after receipt of such direction.

<PAGE> 22

(ii) If the Triggering Event is a Lease Guaranty Termination, the
Pass-Through Trustee shall vote in favor of directing the Collateral Trustee
not to exercise such Put a percentage of the Principal Balance of the [related]
Mortgage Note corresponding to the Percentage Interests owned by
Certificateholders that have given the Pass-Through Trustee written direction,
within 30 days after the date the Pass-Through Trustee sent the notice of the
occurrence of the Triggering Event as provided in this Section 3.01(d), to vote
to direct the Collateral Trustee not to exercise such Put.

(iii) In the event the Collateral Trustee puts [the] [a] Mortgage
Note, the Pass-Through Trustee will, upon request by the Collateral Trustee,
deliver such Mortgage Note, endorsed as provided in the [related] Note Put
Agreement, to the Collateral Trustee for the purpose of delivering such
Mortgage Note to the [related] Tenant or Kmart, as the case may be, in
connection with such Put. Within 29 days following receipt of the Purchase
Price, the Pass-Through Trustee shall distribute such amount, less any
unreimbursed reasonable costs and expenses incurred by the Pass-Through Trustee
in connection with the exercise of the Put, to the Certificateholders pro rata
based upon their respective Percentage Interests, whereupon this Pass-Through
Trust shall terminate with respect to such Mortgage Note.

(e) Liquidation Distribution. In the event of a liquidation of [a]
[the] Mortgage Note by foreclosure or otherwise as a consequence of an Event of
Default (not including a Put pursuant to the [related] Note Put Agreement), the
Pass-Through Trustee shall within 29 days following receipt of any Net
Liquidation Proceeds in connection with such liquidation distribute such
amounts to the Certificateholders pro rata based upon their respective
Percentage Interests. Once a Mortgage Loan has become a Liquidated Mortgage
Loan and all Net Liquidation Proceeds with respect to the related Mortgage Note
have been distributed to the Certificateholders, this Pass-Through Trust shall
terminate with respect to such Mortgage Note.

(f) Late Payment Distribution. In the event that, due to unpaid
Annual Rental, there are insufficient funds available on any Due Date to pay
the Mortgage Note Payments on a Mortgage Note and subsequent to such Due Date
such Annual Rental or any Additional Rent with respect thereto is paid to the
Collateral Trustee, then, within 9 Business Days of receipt by the Pass-Through
Trustee from the Collateral Trustee of such overdue Mortgage Note Payments and,
to the extent available, interest at the Overdue Rate (as defined in such
Mortgage Note) or such overdue amount, the Pass-Through Trustee shall
distribute such amounts to the Certificateholders.

(g) Adjustment of Debt Service. In the event of (i) an optional
prepayment of all or any part of a Mortgage Note, (ii) an acceleration of the
maturity date of a Mortgage Note by reason of an Event of Default, (iii) a
Borrower becoming obligated to prepay a Mortgage Note pursuant to Section 3.3
of the [related] Loan

<PAGE> 23

Agreement, (iv) a reduction of Mortgage Payments due to the condemnation of a
part of the [related] Project resulting in a reduction in Annual Rental or (v)
the sale of a Mortgage Note pursuant to a Note Put Agreement, the Debt Service
shall be reduced to equal the aggregate Mortgage Note Payments on the remaining
outstanding Mortgage Notes, after giving effect to any reduction in such
Mortgage Note Payments by reason of an optional partial prepayment or a
condemnation described in clause (iv) and excluding from "remaining outstanding
Mortgage Notes," for this purpose, any Mortgage Note which is sold pursuant to
the Note Put Agreement, which is prepaid in full, the maturity date of which
has been accelerated, or which the Borrower is obligated to prepay in full
pursuant to Section 3.3 of the related Loan Agreement.

(h) Notice of Distribution. Notice of a distribution pursuant to
Section 3.01(c), (d) and (e) shall be given by sending such notice, by
first-class mail, postage prepaid, not less than 10 days prior to the date
fixed for such distribution. Notice of such distribution pursuant to any other
provision hereof shall be given as soon as reasonably practicable following
notice of the facts giving rise to such distribution by the Pass-Through
Trustee. All notices of such distribution shall be mailed to the
Certificateholder of each Certificate to be prepaid in whole or in part at the
address shown on the Certificate Register. Neither the failure of any
Certificateholder to receive a notice mailed nor any defect in any notice so
mailed shall affect the validity of the proceedings for such distribution. The
reasonable costs of such notices incurred by the Pass-Through Trustee shall be
deducted from the amount of any such distribution.

(i) Rights of Holders to Payments. The rights of the
Certificateholders to receive payments with respect to the Pass-Through Trust
Property in respect of the Certificates, and all ownership interests of the
Certificateholders in such payments, shall be as set forth in this
Pass-Through Trust Agreement.

Section 3.02. Registration of Transfer and Exchange of Certificates.

(a) The Pass-Through Trustee shall cause to be kept at its Corporate
Trust Office or at the office of its designated agent, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Pass-Through Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Pass-Through
Trustee shall be the Certificate Registrar. If the Pass-Through Trustee is not
the Certificate Registrar, the Depositor shall furnish to the Pass-Through
Trustee on or before each Remittance Date and at such other times as the
Pass-Through Trustee may request in writing a list in such form and as of such
date as the Pass-Through Trustee may reasonably require of the names and
addresses of Certificateholders, which list may be conclusively relied upon by
the Pass-Through Trustee.

<PAGE> 24

(b) Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office or at the office of any designated agent of the
Pass-Through Trustee maintained for such purpose, the Pass-Through Trustee
shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, a new Certificate of a like tenor and dated the date
of such execution and authentication by the Pass-Through Trustee.

(c) No transfer of a Certificate or of a beneficial interest in a
Registered Global Certificate shall be made unless the Pass-Through Trustee
shall have received a Transfer Assurance consisting of either (i) a
representation letter from the transferee of such Certificate or of such
beneficial interest in a Registered Global Certificate, reasonably acceptable
to the Pass-Through Trustee and Depositor, to the effect that such transferee
is not a Benefit Plan, nor a person acting on behalf of or purchasing for the
benefit of any such Benefit Plan, which representation letter shall not be an
expense of the Pass-Through Trustee, the Depository or the Depositor, or (ii)
in the case of any such Certificate presented for registration, or of any such
beneficial interest in a Registered Global Certificate proposed to be
registered on the books of the Depository or on those of a participant in such
Depository, in the name of a Benefit Plan, or a trustee of any such Benefit
Plan, an Opinion of Counsel reasonably satisfactory to the Pass-Through Trustee
and Depositor to the effect that the purchase or holding of such Certificate or
such beneficial interest will not result in the assets of the Pass-Through
Trust being deemed to be "plan assets" subject to the prohibited transaction
provisions of ERISA or the Code, or that the purchase or holding of such
Certificate or such beneficial interest qualifies as an exempt prohibited
transaction under the provisions of ERISA or the Code, and will not subject the
Pass-Through Trustee or the Depositor to any obligation in addition to those
undertaken in this Pass-Through Trust Agreement, which Opinion of Counsel shall
not be an expense of the Pass-Through Trustee, the Depository or the Depositor.

(d) At the option of the Certificateholder, a Certificate may be
exchanged for another Certificate or Certificates of a like tenor, upon
surrender of the Certificate to be exchanged at the Corporate Trust Office or
at the office of any designated agent of the Pass-Through Trustee maintained
for such purpose. Whenever a Certificate is so surrendered for exchange, the
Pass-Through Trustee shall execute, authenticate and deliver a new Certificate
which the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for transfer or exchange shall (if so
required by the Pass-Through Trustee) be duly endorsed by, or be accompanied by
a written instrument of transfer in a form reasonably satisfactory to the
Pass-Through Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing.

(e) No service charge shall be made to the Holder for any transfer or
exchange of the Certificate, but the Pass-Through

<PAGE> 25

Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of the Certificate.

(f) All Certificates surrendered for transfer and exchange shall be
destroyed by the Pass-Through Trustee.

Section 3.03. Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Pass-Through Trustee or the
Pass-Through Trustee receives evidence to its reasonable satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Pass-Through Trustee such reasonable security or indemnity as may be
required by it to save it harmless, then, in the absence of notice to the
Pass-Through Trustee that such Certificate has been acquired by a bona fide
purchaser, the Pass-Through Trustee shall execute, and authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor. Upon the issuance of any
new Certificate under this Section, the Pass-Through Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
Any replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership of the undivided interest of
the Certificateholder in the Pass-Through Trust Property, as if originally
issued, whether or not the mutilated, destroyed, lost or stolen Certificate
shall be found at any time.

Section 3.04. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Pass-Through Trustee may treat
the Person in whose name any Certificate is registered in the Certificate
Register as the owner of such Certificate and the undivided interest in the
Pass-Through Trust Property evidenced thereby for the purpose of receiving
remittances pursuant to Section 5.01 and for all other purposes whatsoever, and
the Pass-Through Trustee shall not be affected by notice to the contrary.

Section 3.05. Appointment of Paying Agent. The Pass-Through Trustee
shall initially serve as Paying Agent for the purposes of making distributions
to Certificateholders pursuant to Section 5.01. The Pass-Through Trustee shall
require each Paying Agent, other than the Pass- Through Trustee, to agree in
writing that such Paying Agent shall hold in trust for the benefit of the
Certificateholders or the Pass-Through Trustee all assets held by the Paying
Agent for the payment of principal of, or interest on, the Certificates, and
shall notify the Pass-Through Trustee of any default in making such payments.

Section 3.06. Certificates Issuable in the Form of a Registered Global
Certificate. (a) The Pass-Through Trustee shall, in accordance with this
Article, execute, authenticate and deliver, Registered Global Certificates
which, in the aggregate,

<PAGE> 26

(i) shall represent, and shall be denominated in an initial principal
amount equal to, the original aggregate principal amount of the Certificates
issued hereunder, (ii) shall be registered in the name of the Depository or its
nominee, and (iii) shall bear a legend substantially to the following effect:
"Unless this Registered Global Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Pass-Through Trustee or its agent for registration of transfer, exchange
or payment, and any Registered Global Certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein."

(b) Notwithstanding any other provision of this Section or of
Section 3.02, the Registered Global Certificates may be transferred, in whole
but not in part and in the manner provided in Section 3.02, by the Depository
to a nominee of such Depository or by a nominee of such Depository to such
Depository or another nominee of such Depository or by such Depository or any
such nominee to a successor Depository selected or approved by the Depositor
upon notice to the Pass-Through Trustee or to a nominee of such successor
Depository.

(c) The Depository shall be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

(d) If (i) (A) the Depositor at any time advises the Pass-Through
Trustee in writing that the Depository is no longer willing or able to properly
discharge its responsibilities, or (B) the Depository at any time shall no
longer be eligible under subsection (c) above, and the Depositor is unable to
appoint a qualified successor within 90 days after the Depositor receives such
notice or becomes aware of such condition, as the case may be, or (ii) the
Depositor at any time, but only with the consent of Kmart, determines that the
Certificates shall no longer be represented by Registered Global Certificates
and that the provisions of this Section shall no longer apply to such
Certificates, then this Section shall no longer be applicable to the
Certificates. In such event, (x) the Pass-Through Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Certificates in definitive registered form and (y)
upon surrender of the Registered Global Certificates to the Pass-Through
Trustee, accompanied by reregistration instructions from the Depository, the
Pass-Through Trustee shall execute, authenticate and deliver Certificates in
definitive registered form without coupons, in authorized denominations, and in
an aggregate Percentage Interest equal to the Percentage Interest evidenced by
the Registered Global Certificates then outstanding in exchange for such
Registered

<PAGE> 27

Global Certificates. Upon the exchange of the Registered Global
Certificates for such Certificates in definitive registered form without
coupons in authorized denominations, such Registered Global Certificates shall
be canceled by the Pass-Through Trustee. If such exchange occurs as a result
of the events described in (i) above, all costs of the preparation, execution,
authentication and delivery of such Certificates shall be paid [pro rata] from
the Rental Payment Accounts as defined in and pursuant to the Collateral Trust
Agreement. If such exchange occurs at the request of the Depositor pursuant to
(ii) above, the Depositor shall pay all such costs. Such Certificates in
definitive registered form issued in exchange for the Registered Global
Certificate pursuant to this subsection (d) shall be registered in the names
and in authorized denominations set forth in the registration instructions.
The Pass-Through Trustee shall deliver such Certificates to the Persons in
whose names such Certificates are so registered.

(e) As long as the Certificates are represented by the Registered
Global Certificates, all distributions in respect of such Certificates shall be
made by wire transfer in immediately available funds on the date such
distributions are due in accordance with the Letter of Representations, and the
Depositor shall or shall cause the Pass-Through Trustee to provide to the
Depository any notices referred to in the Letter of Representations in
accordance with the Letter of Representations.

(f) Unless and until Certificates in definitive registered form are
issued pursuant to paragraph (d) above, on the Record Date prior to each
Remittance Date, the Pass-Through Trustee will request from the Depository a
securities position listing setting forth the names of all participants in
such Depository reflected on the Depository's books as holding interests in the
Registered Global Certificates on such Record Date. The Pass-Through Trustee
shall mail to each such Depository participant the statements described in
Section 5.02.

Section 3.07. Temporary Securities. Pending the preparation of
definitive Certificates, the Pass-Through Trustee may execute and authenticate
and make available for delivery, temporary Certificates which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such temporary Certificates may determine, as conclusively evidenced
by their execution of such temporary Certificates. The Depositor shall bear
the cost of preparation of any temporary Certificates as prepared.

<PAGE> 28

surrender of the temporary Certificates at the office or agency of the
Pass-Through Trustee designated for such purpose pursuant to Section 3.02
hereof, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Certificates, the Pass-Through Trustee shall execute and
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Certificates of authorized denominations. Until
so exchanged, the temporary Certificates shall in all respects be entitled to
the same benefits under this Trust Agreement as definitive Certificates. Once
so exchanged, the Temporary Certificates shall be cancelled by the Pass-Through
Trustee.

ARTICLE IV
RECEIPT AND DISTRIBUTION OF INCOME
AND PROCEEDS FROM THE TRUST PROPERTY

Section 4.01. Calculation of Distributions. The Pass-Through Trustee
shall calculate the Available Distribution Amount, make distributions on each
Remittance Date as set forth in Section 5.01 and have full power and authority
to do any and all things which it may deem necessary or desirable in connection
with such duties.

Section 4.02. Collection of Mortgage Note Payments; Investment.

(a) Continuously from the date hereof until the principal and
interest on the Mortgage Note[s] are paid in full or the Mortgage Note[s] are
otherwise liquidated or disposed of, the Pass-Through Trustee shall, in
accordance with the provisions of this Pass- Through Trust Agreement, use
reasonable best efforts to collect all payments due under the Mortgage Note[s]
when the same shall become due and payable and shall, in connection therewith,
cooperate with the Collateral Trustee.

(b) Funds in the Certificate Account shall be invested by the
Pass-Through Trustee in Eligible Investments described in subparagraph (i),
(ii) or (iv) of the definition thereof (or in the further proviso at the end of
such definition). All such investments shall mature on or prior to the next
succeeding Determination Date and in no event shall be invested in obligations
maturing later than ninety days from the investment date. The risk of
investment loss with respect to funds in the Certificate Account shall be borne
by the Certificateholders. On or after the Due Date and prior to the next
succeeding Determination Date, the Pass-Through Trustee shall be prohibited
from selling or transferring Eligible Investments prior to maturity unless and
until a default shall have occurred under [a] [the] Mortgage Note. The
Pass-Through Trustee shall have no responsibility for any loss on any Eligible
Investments.

Section 4.03. Establishment of Certificate Account; Deposits in
Certificate Account. With respect to the Mortgage Note[s], the Pass-Through
Trustee shall cause to be segregated and held all

<PAGE> 29

funds collected and received pursuant to the Mortgage Note[s] separate
and apart from any of its own funds and general assets and shall cause to be
established and maintained a Certificate Account in the form of a trust account
titled "Mortgage Pass-Through Certificates (_____________________________)
Series ___ 199_, Certificate Account" in trust for the benefit of the
Certificateholders.

The Pass-Through Trustee shall cause to be deposited in the Certificate
Account upon receipt from the Collateral Trustee, and retained therein:

(a) All scheduled payments due on account of principal and interest
on the Mortgage Loan[s], and all Principal Prepayments and interest related
thereto collected;

(b) All payments on account of Make-Whole Premium or Termination
Premium on the Mortgage Note[s];

(c) All other amounts received from the Collateral Trustee pursuant
to Section 4.05 of the Collateral Trust Agreement; and

(d) All earnings (or losses) on funds held in the Certificate Account
derived from Eligible Investments.

The foregoing requirements for deposit in the Certificate Account shall be
exclusive.

Section 4.04. Permitted Withdrawals From the Certificate Account. The
Pass-Through Trustee shall, from time to time, cause the withdrawal of funds
from the Certificate Account for the following purposes and in the following
priority:

(a) to make payments to the Certificateholders in the amounts and in
the manner provided for in Section 5.01;

(b) subsequent to an Event of Default [with respect to such
Borrower's Mortgage Loan] pursuant to Section 7.01 hereof (except for a Non-
Monetary Tenant Default), to pay the Pass-Through Trustee for any unreimbursed
Extraordinary Expense Advances required by [the related] Borrower's default
pursuant to the [related] Mortgage Note or the [related] Loan Documents and for
[such Borrower's ratable portion of] due and unpaid Pass-Through Trustee's
Fees, and to reimburse Pass-Through Trustee for any expenses, costs and
liabilities for which it is entitled to reimbursement hereunder or under the
Loan Documents [related to such Borrower's Mortgage Loan]; and, in such event,
the Pass-Through Trustee shall have a prior lien for itself on all moneys in
the Certificate Account for payment or reimbursement of Extraordinary Expense
Advances [related to such Mortgage Loan], [such Borrower's ratable portion of]
due and unpaid Pass-Through Trustee's Fees and other amounts owed it and
payable by [such] Borrower under any provision of the [related] Mortgage Note
or the

<PAGE> 30

[related] Loan Documents, provided, however, that so long as (i) no
default exists under the [related] Lease Guaranty, taking into account any
grace period provided for therein, or (ii) no direction has been given by
Certificateholders owning Percentage Interests of at least 66-2/3% to exercise
rights or remedies under such Mortgage Note or Loan Documents, the payments
pursuant to Section 4.04(a) above shall be made by Pass-Through Trustee free
and clear of such lien; and

(c) to make any payments to clear and terminate the Certificate
Account upon the termination of this Pass-Through Trust Agreement.

Section 4.05. Action Concerning Defaulted Mortgage Loan. If an Event
of Default with respect to a Mortgage Loan has occurred and is continuing, and
if any Certificateholders direct, and if the Pass-Through Trustee and the
Collateral Trustee have received indemnity for their respective reasonable
costs, expenses and liabilities with respect thereto to the reasonable
satisfaction of both of them from the Certificateholders in accordance with
Section 8.02 (iii) hereof and in accordance with the Collateral Trust
Agreement, the Pass-Through Trustee shall vote a percentage of the outstanding
principal balance of the [related] Mortgage Note corresponding to the
Percentage Interests owned by such Certificateholders in favor of directing the
Collateral Trustee to use its best efforts to foreclose upon or otherwise
comparably convert the ownership of the Mortgaged Estate securing such Mortgage
Loan; to manage, conserve and protect such Mortgaged Estate for the purposes of
its disposition and sale; and to dispose of such Mortgaged Estate as promptly
as is reasonably possible. Upon sale or other conveyance of all or any part of
a Mortgage Note by the Pass-Through Trustee, the Pass-Through Trust shall have
no further right, title or interest, in the Mortgage Note, or portion thereof,
so sold or conveyed. Upon sale or other conveyance of all or any part of the
Mortgaged Estate by the Collateral Trustee, the Pass-Through Trust shall have
no right, title or interest in the Mortgaged Estate, or portion thereof, so
sold or conveyed. [Notwithstanding anything herein to the contrary, a default
under one Loan Agreement or related Loan Documents shall not constitute a
default under any other Loan Agreement or other Loan Document.]

Section 4.06. Trustee Compensation. The Pass-Through Trustee's Fee
shall be paid pursuant to the terms of the Consent and Agreement[s]. The
Pass-Through Trustee, as compensation for its activities hereunder (other than
those covered by the Pass-Through Trustee's Fee), shall be entitled to receive
amounts representing reimbursement for Extraordinary Expense Advances and
reimbursement for certain expenses, as specified by Sections 3.01(d), 3.01(h),
3.06(d) and 4.04(b) hereof and Sections 4.03(c) and 4.05(d) of the Collateral
Trust Agreement.

Section 4.07. Rights of the Certificateholders. The Pass-Through
Trustee shall afford the Certificateholders, upon reasonable notice and during
normal business hours, access to all

<PAGE> 31

records maintained by the Pass-Through Trustee in respect of its rights
and obligations hereunder and access to officers of the Pass-Through Trustee
responsible for such obligations. Upon request, the Pass-Through Trustee shall
furnish the Certificateholders with its most recent publicly available
financial statements.

ARTICLE V
PAYMENTS TO THE CERTIFICATEHOLDERS

Section 5.01. Distributions.

(a) The Pass-Through Trustee shall cause to be distributed, from
funds in the Certificate Account, the following amounts:

(i) on each Remittance Date, to each Certificateholder an
amount equal to the Debt Service due on the Certificate or Certificates held
by such Certificateholder; and

(ii) on the date provided for distribution of Certificates
pursuant to Section 3.01(c), (d), (e) or (f), to each Certificateholder an
amount equal to the amount payable on the Certificate or Certificates held by
such Certificateholder pursuant to Section 3.01(c), (d), (e) or (f), as the
case may be; and

(iii) concurrently with the termination of the Pass-Through
Trust pursuant to Section 9.01 hereunder, to each Certificateholder an
amount equal to the product of (a) all amounts remaining in the Certificate
Account after giving effect to the distributions provided for in clauses (i)
and (ii) hereof, and (b) the Percentage Interest of such Certificateholder.

(b) All distributions made to Certificateholders on each Remittance
Date shall be made to the Certificateholders of record on the Record Date
(other than as provided in this Pass-Through Trust Agreement or in the form of
Certificate respecting the final distribution), (i) by wire transfer in
immediately available funds to the account of such Holder at a bank or other
financial or depository institution having appropriate facilities therefor, if
such Holder has so notified the Pass-Through Trustee in writing at least 10
Business Days prior to such Remittance Date and such Holders hold Certificates
in the aggregate principal amount of $1,000,000 or more or (ii) for all other
Holders of Certificates, by check mailed to the address of the Person entitled
thereto as it appears on the Certificate Register. Notwithstanding any of the
provisions of this subsection (b) to the contrary, so long as all of the
outstanding Certificates are held by the Depository, all distributions in
respect of such Certificates shall be made by wire transfer in immediately
available funds in accordance with the Letter of Representations. All
distributions in respect of the Certificates shall be made without presentation
or surrender, except that the final distribution in accordance with Section
9.02

<PAGE> 32

will be made only upon presentation and surrender of the Certificates at
the Corporate Trust Office or such other agency of the Pass-Through Trustee
specified in the final distribution notice to Certificateholders. If on any
Determination Date, the Pass-Through Trustee reasonably determines that [the]
[no] Mortgage Loan is [not] outstanding and there are no other funds or assets
in the Trust Property other than the funds in the Certificate Account, the
Pass-Through Trustee shall send the final distribution notice to each
Certificateholder and make provision for the final distribution in accordance
with Section 9.02.

Section 5.02. Statements to Certificateholders. Not later than each
Remittance Date, Pass-Through Trustee will cause to be sent to each
Certificateholder a statement setting forth the following information with
respect to each Certificate (which information may be aggregated for all
Certificates held by the same Holder), after giving effect to the distributions
to be made pursuant to Section 5.01 on or as of such Remittance Date:

(i) the portion of such distribution allocable to principal of the
Mortgage Note[s];

(ii) the portion of such distribution allocable to interest on the
Mortgage Note[s];

(iii) the amount of any Extraordinary Expense Advance by the
Pass-Through Trustee or the Collateral Trustee pursuant to Section 5.03 hereof
or Section 5.01 of the Collateral Trust Agreement, respectively; and

(iv) whether [the] [a] Mortgage Note is delinquent.

In addition, not more than 90 days after the end of each calendar year or by
such earlier time as may be required under the Code, the Pass- Through Trustee
will furnish a report to each holder of a Certificate at any time during such
calendar year, an annual statement of interest paid on the Mortgage Note[s] in
accordance with the requirements of applicable federal income tax law.

The Pass-Through Trustee shall cause to be prepared and shall file any and
all tax returns, information statements or other filings required to be
delivered to (a) any governmental taxing authorities or (b) the
Certificateholders pursuant to any applicable law with respect to the
Pass-Through Trust Property and the transactions contemplated hereby. The
costs of any such filings, including the costs of any accounting firm or other
organization retained to assist in the preparation of any such filings, shall
be considered an ordinary cost and expense of the Pass-Through Trustee included
within the Pass-Through Trustee's Fee and not subject to reimbursement by the
Depositor, any Borrower or otherwise.

Section 5.03. Advances by Pass-Through Trustee. The Pass-Through Trustee
may from time to time following an Event of Default

<PAGE> 33

make such Extraordinary Expense Advances as Pass-Through Trustee in its
sole discretion deems advisable, provided, however, that it shall not be
obligated to make any such advances unless it is satisfied as to the
availability of reimbursement pursuant to the terms hereof or of the Collateral
Trust Agreement or from the Certificateholders.

ARTICLE VI
THE DEPOSITOR

Section 6.01. Maintaining Corporate Existence of the Depositor. The
Depositor will keep in full effect its existence, rights and franchises as a
corporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this
Pass-Through Trust Agreement, the Certificates or the Mortgage Note[s] and to
perform its duties under this Pass-Through Trust Agreement.

The Depositor will not, on or after the date of execution of this
Pass-Through Trust Agreement (i) engage in any business or investment activities
other than those necessary for, incident to, connected with or arising out of
the origination and sale of mortgage loans, (ii) incur any indebtedness, or
(iii) amend, or propose to its shareholders for their consent any amendment of,
its Certificate of Incorporation or Bylaws without giving notice thereof in
writing not less than 30 days nor more than 90 days prior to the date on which
such amendment is to become effective to Pass-Through Trustee and without first
obtaining the written consent of Pass-Through Trustee.

Section 6.02. Limitation on Liability of the Depositor. Neither the
Depositor nor any of the directors, officers, employees or agents of the
Depositor shall be under any liability to the Pass-Through Trustee or the
Certificateholders for any action taken or for refraining from the taking of
any action in good faith pursuant to this Pass-Through Trust Agreement, or for
errors in judgment; provided, however, that this provision shall not protect
the Depositor or any such person against any liability which would otherwise be
imposed by reason of any willful misfeasance, bad faith or negligence in the
performance of its duties or by reason of negligent disregard of obligations
and duties hereunder. The Depositor and any director, officer, employee or
agent of the Depositor may rely in good faith on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder.

The Depositor shall not be under any obligation to appear in, prosecute or
defend any legal action which is not incidental to its duties pursuant to this
Pass-Through Trust Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor may in its
discretion undertake any such action which it may deem necessary or desirable
with respect

<PAGE> 34

to this Pass-Through Trust Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder.

ARTICLE VII
DEFAULT

Section 7.01. Events of Default. The occurrence of any event
constituting an event of default as defined in the Collateral Trust Agreement,
any Loan Document or [the] [any] Mortgage Note shall constitute an Event of
Default under this Pass-Through Trust Agreement. If an Event of Default shall
occur and be continuing, then, and in each and every such case, so long as the
Event of Default shall not have been remedied or waived, the Pass-Through
Trustee, at the written direction of any Holders of Certificates, shall vote a
percentage of the Principal Balance of such Mortgage Note[s] corresponding to
the Percentage Interests owned by such Holders in favor of directing the
Collateral Trustee to exercise any rights and remedies that it may have pursuant
to such Mortgage Note[s] or any [related] Loan Document, as modified by the
provisions of the Collateral Trust Agreement, or at law or equity, including
injunctive relief and specific performance, provided that if as a result of the
occurrence of an Event of Default, the Pass-Through Trustee acquires any
property other than cash, whether pursuant to foreclosure or otherwise, the
Pass-Through Trustee shall sell such property as promptly as reasonably
possible. [Failure to pay with respect to any Mortgage Note or a default under
any Loan Document will not constitute a default under any unrelated Mortgage
Notes or under any unrelated Loan Documents and will not give rise to any right
of the Collateral Trustee or the Pass-Through Trustee (i) to exercise any
remedies with respect to such unrelated Mortgage Notes, or such unrelated Loan
Documents or (ii) to vote any such unrelated Mortgage Notes in favor of
exercising any such remedies.] If an Event of Default with respect to a
Mortgage Loan shall give rise to a right to terminate the [related] Lease, at
the written direction of any Holders of Certificates, the Pass-Through Trustee
shall vote a percentage of the Principal Balance of such Mortgage Note
corresponding to the Percentage Interests owned by such Holders in favor of
directing the Collateral Trustee to give notice of intent to terminate or take
action to terminate such Lease. The Pass-Through Trustee will have no
obligation to take any action or institute, conduct or defend any litigation
under this Pass-Through Trust Agreement at the request, order or direction of
any of the Certificateholders, unless such Certificateholders have offered to
the Pass-Through Trustee reasonable indemnity pursuant to Section 8.02(iii)
against the costs, expenses and liabilities which the Pass-Through Trustee may
incur. The Pass-Through Trustee shall apply the proceeds recovered in the
enforcement of the rights and remedies under this Pass-Through Trust Agreement
in accordance with the terms of this Pass-Through Trust Agreement.

<PAGE> 35

Section 7.02. Waiver of Defaults. The Pass-Through Trustee, at the
written direction of any Holders of Certificates, shall vote a percentage of
the Principal Balance of such Mortgage Note[s] corresponding to the Percentage
Interests owned by such Holders in favor of directing the Collateral Trustee to
waive any default under any Mortgage Note or any Loan Document and the
consequences of any such default (any such waiver by the Collateral Trustee
shall constitute a waiver of the default under Section 7.01 hereof), except
that the Pass-Through Trustee shall waive a default in the making of any
required distribution on such Mortgage Note[s] only if directed to do so by all
Certificateholders affected by such default. A default in the making of any
required distribution on the Certificates may only be waived by the affected
Certificateholders. The Pass-Through Trustee shall have no authority to
exercise the right of waiver if, as a result thereof, the Pass-Through Trust
would fail to be characterized as a trust for federal income tax purposes or
the Collateral Trust would become taxable as an association within the meaning
of Treasury Regulation Section 301.7701-2. The Pass-Through Trustee may rely
upon an Opinion of Counsel as set forth in Section 8.02 if it reasonably
believes that such an act may cause the Pass-Through Trust to fail to be
characterized as a trust for federal income tax purposes or may cause the
Collateral Trust to become taxable as an association within the meaning of
Treasury Regulation Section 301.7701-2. Upon any such waiver of a past
default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Pass-Through Trust Agreement. No such waiver shall extend to any subsequent
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.

Section 7.03. Notification to Certificateholders. The Pass-Through Trustee
shall, in the manner and to the extent required by Section 313(c) of the TIA,
notify the Certificateholders, the [related] Tenant and Kmart of any Event of
Default known to the Pass-Through Trustee within the later of 90 days from the
occurrence thereof or 30 days after obtaining knowledge thereof, unless such
Event of Default has been cured or waived before the giving of such notice.
Except in the case of a default in the payment of principal of, or interest on,
the Mortgage Note[s], the Pass-Through Trustee may withhold such notice if and
so long as its board of directors, the executive committee of the board of
directors or a committee of its directors and/or responsible officers in good
faith determine that the withholding of such notice is in the interests of the
Certificateholders.

Section 7.04. Rights of Certificateholders to Direct Proceedings.

(a) Anything in this Pass-Through Trust Agreement to the contrary
notwithstanding, the Holders of Certificates of Percentage Interests
aggregating not less than 66-2/3% shall have the right, at any time during the
continuance of an Event of Default, by an instrument or instruments in writing
executed and

<PAGE> 36

delivered to the Pass-Through Trustee, to direct the time, place
and method of conducting all proceedings to be taken in connection with the
enforcement of the terms and conditions of this Pass-Through Trust Agreement;
provided, however that such direction shall not be otherwise than in accordance
with the provisions of law and this Pass-Through Trust Agreement and provided
that such Holders shall have provided to the Pass-Through Trustee the
reasonable indemnity pursuant to Section 8.02 (iii) against the costs, expenses
and liabilities which the Pass-Through Trustee may incur in connection with
such proceedings.

(b) Anything in this Pass-Through Trust Agreement to the contrary
notwithstanding, any Holders of Certificates shall have the right, at any time
during the continuance of an event of default under the Collateral Trust
Agreement, by an instrument or instruments in writing executed and delivered to
the Pass-Through Trustee, to cause the Pass-Through Trustee to vote a percentage
of the Principal Balance of the affected Mortgage Note[s] corresponding to the
Percentage Interests owned by such Holders to direct the time, place and method
of conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of the Loan Documents; provided, however that such
direction shall not be otherwise than in accordance with the provisions of law
and such Loan Documents; and provided that such Holders shall have provided to
the Collateral Trustee and to the Pass-Through Trustee the reasonable indemnity
pursuant to Section 8.02 (iii) hereof and Section 8.02 (iii) of the Collateral
Trust Agreement against the costs, expenses and liabilities which the Collateral
Trustee or the Pass-Through Trustee may incur in connection with such
proceedings.

Section 7.05. Rights of Certificateholders to Receive Payment.
Notwithstanding any other provision in this Pass-Through Trust Agreement, the
right of any Certificateholder to receive distributions pursuant to Section
5.01, on or after the respective Remittance Dates set forth herein or in the
Certificates, or to bring suit for the enforcement of any such distribution on
or after such respective dates shall not be impaired or affected without the
consent of such Certificateholder.

Section 7.06. Remedies Cumulative. No remedy given hereunder to the
Pass-Through Trustee or to any of the Certificateholders shall be exclusive of
any other remedy or remedies, and each such remedy shall be cumulative and in
addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

Section 7.07. Pass-Through Trustee Default. In the event of any breach by
the Pass-Through Trustee of its obligations pursuant to this Pass-Through Trust
Agreement, the Certificateholders and the Depositor shall be entitled to
exercise all rights and remedies to which they may be entitled at law or in
equity.

<PAGE> 37

Section 7.08. Notice to Tenant[s] [and Kmart]. The Pass-Through Trustee
shall promptly notify the [related] Tenant [and Kmart] of the exercise of any
remedies under this Pass-Through Trust Agreement, under [any] [the] Mortgage
Note or under any Loan Document or of any vote directing the Collateral Trustee
to exercise any remedies pursuant to the Collateral Trust Agreement. Failure
to give such notice or notice under Section 7.03 hereof shall not impair or
limit the Pass-Through Trustee's or the Collateral Trustee's right to pursue
any such remedies or any other right or remedy to which it may be entitled.

ARTICLE VIII
CONCERNING THE PASS-THROUGH TRUSTEE
AND THE COLLATERAL TRUSTEE

Section 8.01. Duties of Pass-Through Trustee. [With respect to each
Mortgage Note] the Pass-Through Trustee, prior to the occurrence of an Event of
Default [related to such Mortgage Note] and after the curing or waiver of all
Events of Default [related to such Mortgage Note] which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Pass-Through Trust Agreement. In case an Event of Default has
occurred [related to such Mortgage Note] (which has not been cured or waived),
the Pass-Through Trustee shall exercise such of the rights and powers vested in
it by this Pass-Through Trust Agreement, and use the same degree of care and
skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of such man's own affairs. No permissive rights
of the Pass-Through Trustee shall be construed as a mandatory duty of the
Pass-Through Trustee.

The Pass-Through Trustee, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Pass-Through Trustee which are specifically
required to be furnished pursuant to any provision of this Pass- Through Trust
Agreement, shall examine them to determine whether they conform to the
requirements of this Pass-Through Trust Agreement and if they are deemed to be
deficient, Pass-Through Trustee shall request cure of any such deficiency
within a reasonable period of time for such cure. If such deficiency is not
cured to the satisfaction of Pass-Through Trustee, the Pass-Through Trustee may
treat the requirement pursuant to which such instrument is furnished as not
having been satisfied.

No provision of this Pass-Through Trust Agreement shall be construed to
relieve the Pass-Through Trustee from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided, however,
that:

(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have occurred, the
duties and obligations of the Pass-Through Trustee shall be determined solely
by the express provisions of

<PAGE> 38

this Pass-Through Trust Agreement, the Pass-Through Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Pass-Through Trust Agreement and, in the absence
of bad faith on the part of the Pass-Through Trustee, the Pass-Through Trustee
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Pass-Through Trustee and conforming to the requirements of this Pass-Through
Trust Agreement;

(ii) The Pass-Through Trustee shall not be personally liable
for an error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Pass-Through Trustee, unless it shall be proved
that the Pass-Through Trustee was negligent in ascertaining the pertinent facts;

(iii) The Pass-Through Trustee shall not be personally liable
with respect to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of holders of Certificates evidencing
Percentage Interests aggregating not less than 66-2/3% or such lesser
percentage as is specifically set forth herein with respect to the exercise of
specific powers hereunder as to the time, method and place of conducting any
proceeding for any remedy available to the Pass-Through Trustee, or exercising
any trust or power conferred upon the Pass-Through Trustee, under this
Pass-Through Trust Agreement; and

(iv) The Pass-Through Trustee shall have no authority to
perform any act which, if consummated, would cause the entity created
hereunder to fail to be characterized as a trust for federal income tax
purposes or the Collateral Trust to become taxable as an association within
the meaning of Treasury Regulation Section 301.7701-2. The Pass-Through
Trustee may rely upon an Opinion of Counsel, as set forth in Section 8.02, if
it reasonably believes that such an act may cause the Pass-Through Trust to
fail to be characterized as a trust for federal income tax purposes or the
Collateral Trust to become taxable as an association within the meaning of
Treasury Regulation Section 301.7701-2. Nothing in this Section 8.01(iv) is
intended to prevent the Pass-Through Trustee from exercising any right or
remedy to which it is entitled hereunder or under any Loan Documents.

The Pass-Through Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any rights or powers, if there are
reasonable grounds for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

Section 8.02. Certain Matters Affecting Pass-Through Trustee. Except as
otherwise provided in Section 8.01:

<PAGE> 39
(i) The Pass-Through Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;

(ii) The Pass-Through Trustee may consult with counsel, and any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such Opinion of Counsel, provided that any cost
incurred by the Pass-Through Trustee shall be reimbursable only to the extent
provided in Sections 3.01(d), 3.01(h), 3.06(d), 4.04(b) and 4.06 hereof and in
Sections 4.03(c) and 4.05(d) of the Collateral Trust Agreement;

(iii) The Pass-Through Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it by this Pass-Through Trust
Agreement or to institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Pass-Through Trust
Agreement, unless such Certificateholders shall have offered to the
Pass-Through Trustee reasonable indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; the right of the
Pass-Through Trustee to perform any discretionary act enumerated in this
Pass-Through Trust Agreement shall not be construed as a duty; and the
Pass-Through Trustee shall not be answerable for other than negligence or
willful misconduct in performance of such act. Nothing contained herein shall,
however, relieve the Pass-Through Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Pass-Through Trust
Agreement, and to use the same degree of care and skill in their exercise as
a prudent man would exercise or use under the circumstances in the conduct of
such man's own affairs;

(iv) The Pass-Through Trustee shall not be personally liable
for any action taken, suffered or omitted by it in good faith and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Pass-Through Trust Agreement;

(v) (a) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiver of all Events of Default which may
have occurred, the Pass-Through Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to
do by Holders of Certificates evidencing Percentage Interests aggregating not
less than 66-2/3%; provided, however, that if the payment within a

<PAGE> 40

reasonable time to the Pass-Through Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Pass-Through Trustee, not reasonably assured to the
Pass-Through Trustee by the security afforded to it by the terms of this
Pass-Through Trust Agreement, the Pass-Through Trustee may require reasonable
indemnity against such expense or liability as a condition to such proceeding;

(b) If requested in writing by any Holders of Certificates, the
Pass-Through Trustee shall vote a percentage of the outstanding principal
balance of the Mortgage Note[s] corresponding to the Percentage Interests owned
by such Holders to make an investigation as set forth in Section 8.02(v) of the
Collateral Trust Agreement;

(c) The reasonable expense of every such investigation shall be paid by
the Certificateholder[s] requesting the investigation; and

(vi) The Pass-Through Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys.

Section 8.03. Pass-Through Trustee Not Liable for Certificates or Mortgage
Note[s]. The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor, and the Pass-Through Trustee assumes no
responsibility for their correctness. The Pass-Through Trustee makes no
representations or warranties as to the validity or sufficiency of this
Pass-Through Trust Agreement, of the Collateral Trust Agreement or of the
Certificates (except that the Certificates shall be duly and validly executed
and authenticated by the Pass-Through Trustee and this Pass-Through Trust
Agreement shall be duly and validly executed by the Pass-Through Trustee) or of
the Mortgage Note[s] (other than the representations made in Section 2.02
hereof) or related documents. The Pass-Through Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to or at the direction of the Depositor with
respect to the Mortgage Note[s].

Section 8.04. Pass-Through Trustee May Own Certificates. The Pass-Through
Trustee in its corporate or any other capacity may become the owner or pledgee
of Certificates with the same rights it would have if it were not the
Pass-Through Trustee.

Section 8.05. Pass-Through Trustee's Fee and Expenses. The Pass-Through
Trustee shall be entitled to reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of
an express trust) for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties hereunder of the Pass-Through Trustee, and the Pass-Through Trustee

<PAGE> 41

shall be reimbursed for all reasonable expenses, disbursements and
advances incurred or made by the Pass-Through Trustee in accordance with any
of the provisions of this Pass-Through Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ), but solely from the Pass-Through
Trustee's Fee and amounts available as provided in Section 3.01(d) and Section
3.01(h) and in the Rental Payment Account[s], as provided in the Collateral
Trust Agreement, and in the Certificate Account as provided herein for
reimbursement of expenses as set forth in Section 3.06(d) and Extraordinary
Expense Advances as provided in Sections 4.04(b) and 4.05 hereof and Sections
4.03(c) and 4.05(d) of the Collateral Trust Agreement. Notwithstanding the
above, no such expense, disbursement or advance shall be reimbursable as may
arise from Pass-Through Trustee's negligence or bad faith.

Section 8.06. Action by Co-Trustee. At any time or times, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Pass-Through Trust Property may at the time be located or in which any action
of the Pass-Through Trustee may be required to be performed or taken, the
Pass-Through Trustee, by an instrument in writing signed by it, may appoint one
or more Persons ("Co-Trustee") to act as a separate trustee or co-trustee,
acting jointly with the Pass-Through Trustee, of all or any part of such
Pass-Through Trust Property, to the full extent that local law makes it
necessary for such separate trustee or separate trustees or co-trustee acting
jointly with the Pass- Through Trustee to act. The Co-Trustee shall act as and
be such upon the following terms and conditions:

(a) Subject to the provisions of Section 8.14, all rights, powers,
duties and obligations conferred or imposed upon the Pass-Through Trustee
shall be conferred or imposed solely upon and solely exercised and performed
by the Pass-Through Trustee except as expressly provided otherwise in this
Pass-Through Trust Agreement and except to the extent that under any law or any
jurisdiction in which any particular act or acts are to be performed, the
Pass-Through Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations shall be
exercised and performed by the Co-Trustee;

(b) No power granted by this Pass-Through Trust Agreement to, or
which this Pass-Through Trust Agreement provides may be exercised by, the
Co-Trustee shall be exercised by the Co-Trustee except jointly with, or with
the consent in writing of, the Pass-Through Trustee, anything contained to the
contrary notwithstanding; and

(c) The Co-Trustee may at any time by an instrument in writing,
constitute the Pass-Through Trustee or its successor in trust hereunder its
agent or attorney-in-fact, with full power and authority, to the extent which
may be permitted by law, to do any and all acts and things and exercise any
and all discretion which

<PAGE> 42

it is authorized or permitted to do or exercise, for and in its behalf and in
its name.

Section 8.07. Eligibility Requirements for Pass-Through Trustee. The
Pass-Through Trust shall at all times have a Pass-Through Trustee which shall
be a corporation eligible to act as trustee under Section 310(a) of the TIA and
shall be a corporation organized and doing business under the laws of a state
or the United States of America, authorized under such laws to exercise
corporate trust powers, having (or, in the case of a corporation included in a
bank holding company system, the related bank holding company shall have) a
combined capital and surplus of at least $50,000,000 in the case of United
States Trust Company of New York, and of at least $100,000,000 in the case
of any successor trustee and subject to supervision or examination by federal
or state authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Pass-Through Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Pass-Through
Trustee shall resign immediately in the manner and with the effect specified in
Section 8.08.

Section 8.08. Resignation and Removal of Pass-Through Trustee and
Collateral Trustee.

(a) The Pass-Through Trustee may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor and the Certificateholders. Upon receiving such notice of
resignation, the Depositor or the Certificateholders evidencing Percentage
Interests aggregating not less than 66-2/3% shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Pass-Through Trustee and one copy to the
successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Pass- Through Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

If at any time any of the following events occur:

(i) the Pass-Through Trustee fails to comply with the
requirements of Section 310 of the Trust Indenture Act after written request
for such compliance by any Certificateholder who has been a bona fide
Certificateholder for at least six months; or

(ii) the Pass-Through Trustee ceases to be eligible in
accordance with the provisions of Section 8.07 and fails to resign after
written request therefor by the Depositor or by any such bona fide
Certificateholder; or

<PAGE> 43

(iii) the Pass-Through Trustee becomes incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Pass-Through
Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Pass-Through Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (x) the Depositor may remove the Pass-Through Trustee
and appoint a successor trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the Pass-Through Trustee so removed
and one copy to the successor trustee, or (y) subject to the provisions of
Section 7.04, any Certificateholder who has been a bona fide Certificateholder
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Pass-Through Trustee and the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Pass-Through Trustee and appoint a successor trustee.

The Certificateholders evidencing Percentage Interests aggregating not less
than 66-2/3% may at any time remove the Pass-Through Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed
by such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Pass-Through Trustee so removed,
one complete set to the Depositor and one complete set to the successor so
appointed.

Any resignation or removal of the Pass-Through Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective only upon acceptance of appointment by the successor trustee
as provided in Section 8.09.

(b) In the event the Collateral Trustee resigns pursuant to Section
8.08 of the Collateral Trust Agreement, the Pass-Through Trustee, upon receiving
instructions from any Certificateholders, concerning the appointment of a
successor collateral trustee, shall vote a percentage of the Principal Balance
of the Mortgage Note[s] corresponding to the Percentage Interests owned by
such Certificateholders to appoint such designated successor collateral trustee
and take such other actions as are appropriate under such Section 8.08 to
appoint such successor collateral trustee.

Upon receiving instructions from any Certificateholders to do so, the
Pass-Through Trustee shall seek to remove the Collateral Trustee and appoint a
successor collateral trustee, by voting a percentage of the Principal Balance
of the Mortgage Note[s] corresponding to the Percentage Interests owned by such
Certificateholders in favor of removing the Collateral Trustee and appointing
the successor designated by such Certificateholders and by taking such other
actions as are consistent with Section 8.08 of the Collateral Trust Agreement.

<PAGE> 44

Section 8.09. Successor Pass-Through Trustee. Any successor trustee
appointed as provided in Section 8.07 or 8.08 shall execute, acknowledge and
deliver to the Certificateholders and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee
shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the same effect as if
originally named as trustee herein. The predecessor trustee shall deliver to
the successor trustee the Mortgage Note[s] and any other documents and
statements held by it hereunder, and the Depositor and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties and obligations.

No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.07.

Section 8.10. Merger or Consolidation of Pass-Through Trustee. Any
corporation into which the Pass-Through Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Pass-Through Trustee shall be a
party, or any corporation succeeding to the business of the Pass-Through
Trustee, shall be the successor of the Pass-Through Trustee hereunder, provided
such corporation shall be eligible under the provisions of Section 8.07,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.11. Resignation of Co-Trustee. The Co-Trustee or any of its
successors may resign, and may be discharged of the trusts created by this
Pass-Through Trust Agreement by giving written notice thereof to the
Certificateholders and to the Pass-Through Trustee.

Such resignation shall take effect immediately upon the acceptance of
appointment by a Person succeeding to the office of the Co-Trustee appointed by
the Pass-Through Trustee.

<PAGE> 45

Section 8.12. Removal of Co-Trustee. The Co-Trustee or any of its
successors may be removed at any time by the Pass-Through Trustee or the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 66-2/3%, by delivery of a notice of such removal to the Co-Trustee, to the
Depositor, and to the Pass-Through Trustee, signed by such Holders, and such
removal shall be effective upon the date specified in such notice, and the
Co-Trustee's duties and obligations hereunder shall thereupon cease, except as
specified in Section 8.14.

Section 8.14. Succession of Successor to Co-Trustee. Any Person
appointed as a successor to the Co-Trustee shall execute, acknowledge and
deliver to the Certificateholders, its predecessor, to the Pass-Through Trustee
and to the Depositor, an instrument accepting such appointment hereunder, and
thereupon such Person without any further act, deed or conveyance shall become
vested with all estates, properties, rights, powers, duties and trusts of its
predecessor in the trusts hereunder with like effect as if originally named as
Co-Trustee herein; but nevertheless, on the written request of the Depositor or
Holders of Certificates evidencing Percentage Interests aggregating not less
than 66-2/3% or of the Pass-Through Trustee or of the new Co-Trustee, the
predecessor shall execute and deliver an instrument transferring to the new
Co-Trustee, upon the trusts expressed in this Pass-Through Trust Agreement, all
the estates, properties, rights, powers and trusts granted to it by this
Pass-Through Trust Agreement and shall duly assign, transfer, deliver and pay
over to the new Co-Trustee any property and money subject to the lien of this
Pass-Through Trust Agreement held by such predecessor. Should any instrument
in writing from the Depositor or from Holders of Certificates evidencing
Percentage Interests aggregating not less than 66-2/3% or from the Pass-Through
Trustee be required by any person who becomes the Co-Trustee for more fully and
certainly vesting in and confirming to such Co-Trustee such estates,
properties, rights, powers and trusts, then, on request, any and all such
instruments in writing shall be made, executed, acknowledged and delivered by
the Depositor and/or the Pass-Through Trustee.

Any Co-Trustee which has resigned or been removed shall nevertheless
retain all rights of indemnity granted hereunder.

Section 8.15. Reports by the Pass-Through Trustee to Certificateholders.

(a) On or before each March 31 of each calendar year commencing 199_,
the Pass-Through Trustee shall transmit to Certificateholders such reports
concerning the Pass-Through Trustee

<PAGE> 46

and its actions under this Pass-Through Trust Agreement as may be
required pursuant to the TIA and at the times and in the manner provided
pursuant thereto.

(b) A copy of each report shall, at the time of such transmission to
Certificateholders, be filed by the Pass-Through Trustee with any stock
exchange upon which the Certificates are listed, with the Securities and
Exchange Commission, with Kmart and with the Depositor. The Depositor shall
notify the Pass-Through Trustee when the Certificates are listed on any stock
exchange, in accordance with Section 313(c) of the TIA.

Section 8.16. Co-Trustee of the Collateral Trust

(a) Upon receiving instructions from any Certificateholders to do so,
the Pass-Through Trustee shall seek to remove the co-trustee of the Collateral
Trust by voting a percentage of the Principal Balance of the Mortgage Note[s]
corresponding to the Percentage Interests owned by such Certificateholders in
favor of removing such co-trustee and by taking such other actions as are
consistent with Section 8.12 of the Collateral Trust Agreement.

(b) Upon written request to do so from any Certificateholders, the
Pass-Through Trustee shall vote a percentage of the Principal Balance of the
Mortgage Note[s] corresponding to the Percentage Interests owned by such
Certificateholders to make the request specified in Section 8.14 of the
Collateral Trust Agreement and take such other actions to implement such
request as are consistent with such Section 8.14.

ARTICLE IX
TERMINATION

Section 9.01. Termination. The respective obligations and
responsibilities of the Depositor and the Pass-Through Trustee under this
Pass-Through Trust Agreement shall, so long as such termination does not result
in the imposition of a tax on the Pass-Through Trust Property, terminate upon
the final payment, prepayment in full or other liquidation of the Mortgage
Note[s] and the remittance of all funds due hereunder; provided, however, that
in no event shall the Trust continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date
hereof.

Section 9.02. Notice; Final Distribution.

(a) Notice of any termination pursuant to Section 9.01, specifying
the Remittance Date after which all Certificateholders shall surrender their
Certificates to the Pass-Through Trustee for payment and cancellation, shall be
given promptly by the Pass-Through Trustee by letter to Certificateholders
mailed no later than 15 days prior to such final distribution specifying (i)
the

<PAGE> 47
Remittance Date upon which final payment on the Certificates will be made
and following which the Certificateholders shall present and surrender their
Certificates at the Corporate Trust Office or the office of any designated
agent of the Pass-Through Trustee therein designated, (ii) the amount of any
such final payment, and (iii) that payments will be made only upon presentation
and surrender of the Certificates at the office or agency of the Pass-Through
Trustee therein specified. After giving such notice, the Pass-Through Trustee
shall not register the transfer or exchange of any Certificates. On the
Remittance Date upon presentation and surrender of the Certificates, the
Pass-Through Trustee shall cause to be distributed to Certificateholders an
amount equal to the amount distributable on such Remittance Date.

(b) If all of the Certificateholders shall not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Pass-Through Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within three months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Pass-Through Trustee may
take appropriate steps, or may appoint an agent to take appropriate and
reasonable steps, to contact the remaining Certificateholders concerning
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain in the Pass-Through Trust.

ARTICLE X
SUPPLEMENTS AND AMENDMENTS TO THIS
PASS-THROUGH TRUST AGREEMENT AND OTHER DOCUMENTS;
ADDITIONAL AGREEMENTS OF TRUSTEE

Section 10.01. Supplemental Pass-Through Trust Agreements Without
Consent of Holders. The Depositor and the Pass-Through Trustee, at any time
and from time to time, with the consent of Kmart (which shall not be
unreasonably withheld or delayed and which shall not be required with respect
to (g) below) but without the consent of Certificateholders, may enter into one
or more trust agreements supplemental hereto for one or more of the following
purposes:

(a) to evidence the succession of another Person to the Depositor, or
successive successions, and the assumption by the successor of the covenants,
agreements and obligations of the Depositor herein;

(b) to add any covenants, restrictions, conditions or provisions with
respect to the Depositor as the Pass-Through Trustee shall consider to be for
the protection of the Certificateholders;

<PAGE> 48

(c) to surrender any rights or power conferred herein upon the
Depositor herein or to add to the rights of the Certificateholders;

(d) to correct or amplify the description of any property at any time
that constitutes Pass-Through Trust Property or better to assure, convey and
confirm unto the Pass-Through Trustee any such property to be included in any
such Pass-Through Trust Property, or to acknowledge any change relating to
title to the Mortgaged Estate which does not materially adversely affect the
rights of the Certificateholders;

(e) to evidence and provide for the acceptance and appointment
hereunder of a successor trustee and to add to or change any of the provisions
hereof as may be necessary to provide for or facilitate the administration of
the Pass-Through Trust by more than one trustee pursuant to Section 8.14;

(f) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this
Pass-Through Trust Agreement, provided that such action pursuant to this
Section 10.01(f) shall not materially adversely affect the Certificateholders;
or

(g) to modify, eliminate or add to the provisions of this Pass-Through
Trust Agreement to the extent necessary to continue the qualification of this
Pass-Through Trust Agreement under the TIA;

provided that no such supplemental agreement shall cause the Pass-Through Trust
to fail to be characterized as a trust for federal income tax purposes or the
Collateral Trust to become taxable as an association within the meaning of
Treasury Regulation Section 301.7701-2.

The Pass-Through Trustee is hereby authorized to join in the execution
of any such supplemental agreement, to make any further appropriate agreements
and stipulations which may be contained therein and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Pass-Through Trustee shall not be obligated to enter into any such supplemental
agreement which adversely affects the Pass-Through Trustee's own rights, duties
or immunities under this Pass-Through Trust Agreement or otherwise, whether in
its official or individual capacity.

<PAGE> 49

time and at any time, enter into an agreement or agreements supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Pass-Through Trust Agreement or of any
agreements supplemental hereto or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such supplemental agreement shall
cause the Pass-Through Trust to fail to be characterized as a trust for federal
income tax purposes or the Collateral Trust to become taxable as an association
within the meaning of Treasury Regulation Section 301.7701-2; and provided
further that, except as expressly permitted under the terms of this Pass-Through
Trust Agreement, without the consent of each Certificateholder affected thereby
and, with respect to (b) and (unless there is a monetary default under the
[related] Lease) (c) below, Kmart, no such amendment of or supplement to
this Pass-Through Trust Agreement or modification of the terms of, or consent
under, any thereof, shall

(a) modify any of the provisions of Section 7.03 or this Section
10.02, or the definition of "Certificateholder" as set forth in Article I
hereof;

(b) modify the definition of "Percentage Interest" as set forth in
Article I hereof or reduce the Percentage Interests, the consent of the Holders
of Certificates of which is required for any such supplement to this
Pass-Through Trust Agreement, or the consent of the Holders of Certificates of
which is required for any waiver provided for in this Pass-Through Trust
Agreement;

(c) reduce the amount or extend the time of payment of any amount
owing or payable under the Mortgage Note[s] or distributions to be made on any
Certificate pursuant to Article V;

(d) impair the right of any Certificateholder to commence legal
proceedings to enforce a right to receive payment hereunder; or

(e) create or permit the creation of any lien on the Pass-Through
Trust Property or any part thereof, or deprive any Certificateholder of the
benefit of this Pass-Through Trust Agreement, whether by disposition of such
Pass-Through Trust Property or otherwise.

Upon the request of the Depositor and upon the filing with the
Pass-Through Trustee of evidence of the consent of the Certificateholders and
Kmart, if applicable, required under this Section, the Pass-Through Trustee
shall join with the Depositor in the execution of such supplemental agreement
unless such supplemental agreement affects the Pass-Through Trustee's own
rights, duties or immunities under this Pass-Through Trust Agreement or
otherwise, in which case the Pass-Through Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental agreement.

<PAGE> 50

Promptly after the execution by the Depositor and the Pass-Through
Trustee of any supplemental agreement pursuant to the provisions of this
Section, the Pass-Through Trustee shall mail a notice thereof by first-class
mail to the Certificateholders at their addresses as they shall appear in the
Certificate Register, setting forth in general terms the substance of such
supplemental agreement. Any failure of the Pass-Through Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental agreement.

Section 10.03. Effect of Supplemental Agreement. Upon the execution
of any supplemental agreement pursuant to the provisions hereof, this
Pass-Through Trust Agreement shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Pass-Through Trust Agreement of
the Pass-Through Trustee, the Depositor and the Certificateholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental agreement shall be and be deemed to be part of the
terms and conditions of this Pass-Through Trust Agreement for any and all
purposes. The Pass-Through Trustee shall deliver to Kmart a true and correct
copy of the final form of supplemental agreement as executed by the Depositor
and the Pass-Through Trustee.

Section 10.04. Documents to Be Given to Trustee. The Pass-Through
Trustee, subject to the provisions of Sections 8.02, may receive an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any such
supplemental agreement complies with the applicable provisions of this
Pass-Through Trust Agreement.

Section 10.05. Notation on Certificates in Respect of Supplemental
Agreements. Certificates authenticated and delivered after the execution of
any supplemental agreement pursuant to the provisions of this Article may bear
a notation in form approved by the Pass-Through Trustee as to any matter
provided for by such supplemental agreement. If the Depositor or the
Pass-Through Trustee shall so determine, new Certificates so modified as to
conform, in the opinion of the Depositor and the Pass-Through Trustee, to any
modification of this Pass-Through Trust Agreement contained in any such
supplemental agreement may be prepared, executed and authenticated by the
Pass-Through Trustee and delivered in exchange for the outstanding
Certificates.

<PAGE> 51

Section 10.06. Supplements to Collateral Trust Agreement. If the
Pass-Through Trustee, as holder of the Mortgage Note[s], receives a request for
a consent to any supplement to the Collateral Trust Agreement pursuant to
Article 10 thereof, the Pass-Through Trustee shall forthwith notify the
Certificateholders of such request and shall ask for instructions from the
Certificateholders with respect to such request. The Pass-Through Trustee
shall vote in favor of such supplement the percentage of the outstanding
principal balance of the Mortgage Note[s] corresponding to the Percentage
Interests owned by the Certificateholders who instruct the Pass-Through Trustee
that they are in favor of such supplement.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.01. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Pass-Through Trust Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Pass-Through Trust Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Pass-Through Trust Agreement.

Section 11.02. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Pass-Through Trust Agreement or the Pass-Through Trust Property, nor entitle
such Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding up
of the Pass-Through Trust Property, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and
management of the Pass-Through Trust Property, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Pass-Through Trust Agreement pursuant to
any provision hereof.

No Certificateholder shall have any right by virtue of any provision of
this Pass-Through Trust Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Pass-Through Trust
Agreement, unless such Holder previously shall have given to the Pass-Through
Trustee a written notice of the occurrence of an Event of Default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates evidencing in the aggregate Percentage

<PAGE> 52

Interests of not less than 66-2/3% shall have made written request upon
the Pass-Through Trustee to institute such action, suit or proceeding in its own
name as Pass-Through Trustee hereunder and shall have offered to the
Pass-Through Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Pass-Through Trustee, for 60 days after its receipt of such notice, request and
offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Pass-Through Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Pass-Through Trust Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Pass-Through Trust Agreement, except in the manner
herein provided and for the common benefit of Certificateholders. For the
protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Pass-Through Trustee shall be entitled to such relief
as can be given either at law or in equity.

Section 11.03. Solicitation of Certificateholders. The Pass-Through
Trustee will not solicit, request or negotiate for or with respect to any
direction or proposed waiver or amendment of any of the provisions of this
Pass-Through Trust Agreement or the Certificates, unless each Holder of the
Certificates (irrespective of the amount of Certificates then owned by it)
shall be informed thereof by the Pass-Through Trustee and shall be afforded the
opportunity of considering the same and shall be supplied by the Pass-Through
Trustee with sufficient information to enable it to make an informed decision
with respect thereto. Executed or true and correct copies of any waiver
effected pursuant to the provisions of this Section shall be delivered by the
Pass-Through Trustee to Kmart and each Holder of outstanding Certificates
forthwith following the date on which the same shall have been executed and
delivered by the Holder or Holders of the requisite percentage of outstanding
Certificates. Neither the Depositor nor the Pass-Through Trustee nor any
Affiliate thereof will, directly or indirectly, pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or
otherwise, to any Certificateholders as consideration for or as an inducement
to the entering into by any Certificateholders of any waiver or amendment of
any of the terms and provisions of this Pass-Through Trust Agreement unless
such remuneration is concurrently paid, on the same terms, ratably to all
Certificateholders.

Under any provisions of this Pass-Through Trust Agreement that relate
to consent, waiver, direction, request or demand of or by Certificateholders,
each and every Certificateholder shall be entitled to give or make any such
consent, waiver, direction, request or demand without request or demand for
such action by the Pass-Through Trustee.

<PAGE> 53

In the event any such direction or similar action is so received by the
Pass-Through Trustee under any provision hereof from the Certificateholders of
requisite Percentage Interests, the Pass-Through Trustee shall follow the
direction of such Certificateholders.

Section 11.04. Recordation of Agreement. To the extent required by
applicable law, this Pass-Through Trust Agreement is subject to recordation in
appropriate public offices for real property records in the county or other
comparable jurisdiction in which [the] [each] Mortgaged Estate is situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Pass-Through Trustee accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders or is necessary in connection with the
[related] Mortgage Loan.

Section 11.05. Duration of Agreement. This Pass-Through Trust
Agreement shall continue in existence and effect until terminated as herein
provided.

SECTION 11.06. GOVERNING LAW. THIS PASS-THROUGH TRUST AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

Section 11.07. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by first class or registered mail, postage
prepaid, to (i) in the case of the Depositor, National Tenant Finance
Corporation, 40 North Central Avenue, Suite 2700, Phoenix, Arizona 85004-4441,
Attention: Norman C. Storey, and (ii) in the case of the Pass-Through Trustee,
United States Trust Company of New York, c/o U.S. Trust Company of California,
N.A., Suite 2700, 555 South Flower Street, Los Angeles California 90071
Attention: Corporate Trust Division, or such other addresses as such Persons
may hereafter designate. Any notice required or permitted to be mailed to a
Certificateholder shall be given by registered mail, postage prepaid, or by
express delivery service, at the address of such Certificateholder as shown in
the Certificate Register. A copy of each notice of an Event of Default and
all other notices or communications hereunder, including the text of any
proposed or final amendment or supplement to this Pass-Through Trust Agreement,
given by or to the Certificateholders, the Pass-Through Trustee or the
Depositor shall be contemporaneously transmitted to Kmart, 3100 West Big Beaver
Road, Troy, Michigan 48084, Attention: Vice President-Real Estate, or to such
other address as Kmart may have designated by written notice to the Pass-
Through Trustee. The provisions of the foregoing sentence are for the express
benefit of Kmart, shall be enforceable by it, and may not be modified or
eliminated without its consent.

<PAGE> 54

Section 11.08. Counterparts. For the purpose of facilitating the
recordation of this Pass-Through Trust Agreement as herein provided and for
other purposes, this Pass-Through Trust Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, but all of which together shall constitute one and
the same instrument.

Section 11.09. Submission to Jurisdiction. Each party hereto hereby
consents to the jurisdiction of any state or federal court located within the
County of New York, State of New York and irrevocably agrees that all actions
or proceedings relating to this Pass-Through Trust Agreement may be litigated
in such courts and each such party waives any objection which it may have based
on improper venue or forum non conveniens to the conduct of any proceeding in
any such court, waives personal service of any and all process upon it and
consents that all such service or process be made by registered or certified
mail (return receipt requested) or messengered to it at its address set forth
in Section 11.07 or to its Agent referred to below at such Agent's address set
forth below and that service so made shall be deemed to be completed in
accordance with Section 11.07. Each party hereto hereby appoints the Prentice
Hall Corporation System, Inc., with an office on the date hereof at 15 Columbus
Circle, New York, New York 11023 as its Agent for the purpose of accepting
service of any process within the State of New York and shall execute any
confirmation thereof requested by the other party hereto. Nothing in this
Section shall affect the right of any party hereto to serve legal process in
any other manner permitted by law to bring any action or proceeding in the
courts of any jurisdiction against the other party or to enforce a judgment
obtained in the courts of any other jurisdiction.

Section 11.10. Gender; Number. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine, neuter, singular or
plural, as the context shall require.

Section 11.11. TIA Controls. If any provision of this Pass-Through Trust
Agreement limits, qualifies or conflicts with the duties imposed by operation
of Section 318(c) of the TIA, the imposed duties shall control.

Section 11.12. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Depositor to the Pass-Through Trustee to take
any action under this Pass-Through Trust Agreement, the Depositor shall furnish
to the Pass-Through Trustee:

(a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Pass-Through
Trust Agreement relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such
counsel all such conditions precedent have been complied with.

<PAGE> 55

(a) a statement that each Person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers'
Certificate or Opinion of Counsel are based;

(c) a statement that, in the opinion of each such Person, he has
made such examination or investigation as is necessary to enable such Person
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

Section 11.14. Benefits of Pass-Through Trust Agreement. Nothing in this
Pass-Through Trust Agreement or in the Certificates, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and the Certificateholders, any benefit or any legal or equitable
right, remedy or claim under this Pass-Through Trust Agreement.

IN WITNESS WHEREOF, the Depositor and the Pass-Through Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.

NATIONAL TENANT FINANCE CORPORATION,
a Delaware corporation

By_____________________________
Name___________________________
Title__________________________

UNITED STATES TRUST COMPANY OF NEW YORK,
a New York banking corporation

By_____________________________
Name___________________________
Title__________________________

<PAGE> 56

STATE OF _______________ ]
] ss.
CITY OF ________________ ]

On the ____ day of _________, 199_ before me, a Notary Public in
and for said State, personally appeared ______________, known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed the
within instrument as ___________ on behalf of NATIONAL TENANT FINANCE
CORPORATION, a Delaware corporation, and acknowledged to me that such
Corporation executed the within instrument pursuant to its Bylaws or a
resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

[NOTARIAL SEAL] _______________________________
Notary Public

My Commission Expires:

______________________

STATE OF _______________ ]
] ss.
CITY OF ________________ ]

On the ____ day of _________, 199_ before me, a Notary Public in
and for said State, personally appeared ______________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as to be a ______________ on behalf of UNITED
STATES TRUST COMPANY OF NEW YORK a New York banking corporation, and
acknowledged to me that such association executed the within instrument
pursuant to its Bylaws or a resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

[NOTARIAL SEAL] _______________________________
Notary Public

My Commission Expires:

______________________

<PAGE> 57
EXHIBIT A-1
MORTGAGE NOTE SCHEDULE

(i) Borrower Name -

(ii) Mortgaged Estate - See Exhibit A
attached hereto

(iii) Maturity Date - _____ __, 20__

(iv) Rate - ____%

(v) First Due Date - ________ __, 199_

(vi) Mortgage Payments - See Exhibit B
attached hereto

(vii) Original Principal
Balance of Mortgage
Note - $_______________

<PAGE> 58
EXHIBIT A-2
CERTIFICATE SCHEDULE

<PAGE> 59
EXHIBIT A-3
CONTENTS OF MORTGAGE FILE

With respect to the Mortgage Loan, the Mortgage File shall
include each of the following items:

<PAGE> 60
EXHIBIT B
[FORM OF CERTIFICATE]

[Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Pass-Through
Trustee or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

_____% MORTGAGE PASS-THROUGH CERTIFICATE

(____________________________)
SERIES 199_

Pass-Through Trust Agreement Original Principal Amount:
Series ____ $_________
Dated as of Original Issuance Date:
_______ __, 199_ _______________, 199_

Cusip No. ___________ Maturity Date:
Number R-_ ___________, ____

This Certificate does not represent an obligation of or interest
in National Tenant Finance Corporation, a Delaware corporation, Kmart
Corporation, any subsidiary of Kmart Corporation, the Collateral Trustee or the
Pass-Through Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the underlying Mortgage Note[s] referred to below
are guaranteed or insured. To the extent not defined herein, the capitalized
terms used herein have the meanings set forth in the Pass-Through Trust
Agreement referred to below.

This certifies that _______________________ (the "Holder") is the
registered owner of an undivided ___% beneficial interest in the Pass-Through
Trust Property, subject to the terms and conditions of the Pass-Through Trust
Agreement. The Pass-Through Trust Property includes [the] mortgage note[s]
("Mortgage Note[s]") issued by the Borrower[s] identified in the Loan
Agreement[s] ([individually a] "Borrower" [, collectively "Borrowers"]). The
Mortgage Note[s], and certain other property (collectively, "Pass-Through Trust
Property") have been transferred as of the date hereof from National Tenant
Finance Corporation ("Depositor," which term includes any successor
entity under the Pass-Through Trust Agreement referred to below) to the
Pass-Through Trustee (as

<PAGE> 61

defined below) in trust for the benefit of Certificateholders. The
Pass-Through Trust Property was conveyed to the Pass-Through Trustee pursuant to
a Pass-Through Trust Agreement ("Pass-Through Trust Agreement"), dated as of the
date hereof, by and among Depositor, as Depositor, and United States Trust
Company of New York ("Pass-Through Trustee"), as Pass-Through Trustee, a summary
of certain of the pertinent provisions of which is set forth herein.
Simultaneously with the transfer of the Pass-Through Trust Property by Depositor
to the Pass-Through Trustee, the Depositor has transferred to United States
Trust Company of New York, as collateral trustee under that Collateral Trust
Agreement dated as of the date hereof, by and among Depositor and such
collateral trustee, in trust for the benefit of the Pass-Through Trustee, as
holder of the Mortgage Note[s], all right, title and interest of the Depositor
in and to the Loan Agreement[s] pursuant to which the Mortgage Note[s] [were]
[was] issued, the related Mortgage[s], all other related Loan Documents and
certain other property.

This Certificate is one of a duly authorized issue of Certificates
("Certificates"), designated as "Mortgage Pass-Through Certificates
(______________________) Series 199_", and is issued under and is subject to
the terms, provisions and conditions of the Pass-Through Trust Agreement. The
Holder of this Certificate by acceptance hereof assents to the Pass-Through
Trust Agreement and agrees to be bound thereby.

This Certificate evidences a ___% Percentage Interest for purposes of
the Pass-Through Trust Agreement. For purposes of calculations under the
Pass-Through Trust Agreement, this Certificate represents an original principal
amount as set forth at the head of this Certificate, and is scheduled to bear
interest from the date of issuance on the unpaid principal balance hereof at
the rate of _____% per annum (computed on the basis of a 360-day year comprised
of 12 consecutive 30-day months) payable on each Remittance Date, and is
scheduled to bear interest at the rate of _____% per annum (computed on the
same basis) on any overdue principal or (to the extent permitted by applicable
law) interest under the Mortgage Note[s]. Distributions on any regularly
scheduled Remittance Date will include interest on the outstanding Mortgage
Note[s] from and including the first day of the sixth month immediately
preceding such Remittance Date (or from and including the Closing Date with
respect to the first Remittance Date) through the end of the calendar month
immediately preceding such Remittance Date. Additional distributions may be
made with respect to this Certificate as a result of the prepayment, purchase
or acceleration of the Mortgage Note[s] as set forth in the Pass-Through Trust
Agreement.

THIS CERTIFICATE AND ANY OTHER CERTIFICATES ISSUED PURSUANT TO
THE PASS-THROUGH TRUST AGREEMENT ARE EQUALLY AND RATABLY SECURED BY THE
PASS-THROUGH TRUST PROPERTY.

Distributions on this Certificate will be made by the Pass-Through
Trustee to the Person entitled thereto, without the presentation or surrender
of this Certificate or the making of any notation hereon. Except as otherwise
provided in the Pass-Through Trust Agreement and notwithstanding the preceding
sentence, the

B-2
<PAGE> 62

final distribution on this Certificate will be made after notice
mailed by the Pass-Through Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or
agency of the Pass-Through Trustee specified in such notice.

On each Remittance Date, the Pass-Through Trustee will cause to be
distributed to the Holder from funds in the Certificate Account an amount equal
to the aggregate scheduled Debt Service, to the extent available, on this
Certificate for such Remittance Date. The Debt Service on this Certificate is
set forth on the Debt Service Schedule attached hereto and made a part hereof
by this reference. The Debt Service is subject to adjustment as a consequence
of prepayment, purchase or acceleration of the Mortgage Note[s] and as a
consequence of adjustment to the Annual Rental due under the Lease[s] [each of]
which secures [the] [a] Mortgage Note.

The Pass-Through Trustee will cause to be kept at its Corporate Trust
Office, or at the office of its designated agent, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe in compliance
with the Pass-Through Trust Agreement, the Pass-Through Trustee will provide
for the registration of Certificates and of transfers and exchanges of
Certificates. Upon surrender for registration of transfer of any Certificate
at any office or agency of the Pass-Through Trustee maintained for such
purpose, the Pass-Through Trustee will, subject to the limitations set forth in
the Pass-Through Trust Agreement, execute, authenticate and deliver, in the
name of the designated transferee or transferees, a Certificate or Certificates
of a like tenor and aggregate Percentage Interest and dated the date of such
execution and authentication by the Pass-Through Trustee.

No service charge will be made to the Holder for any transfer or
exchange of any Certificate, but the Pass-Through Trustee may require payment
of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of any Certificate. Prior to due
presentation of a Certificate for registration of transfer, the Pass-Through
Trustee may treat the person in whose name any Certificate is registered as the
owner of such Certificate and the undivided interest in the Pass-Through Trust
Property evidenced thereby for the purpose of receiving distributions pursuant
to the Pass-Through Trust Agreement and for all other purposes whatsoever, and
the Pass-Through Trustee will not be affected by any notice to the contrary.

The Pass-Through Trust Agreement may be amended from time to time by
the Depositor and the Pass-Through Trustee with the consent of Kmart but
without the consent of the Certificateholders in certain circumstances
specified in the Pass-Through Trust Agreement. The Pass-Through Trust
Agreement may, under certain other circumstances specified in the Trust
Agreement, be amended from time to time by the Depositor and the Pass-Through
Trustee with the consent of the Holders of Certificates evidencing in the

B-3

<PAGE> 63
aggregate not less than 66-2/3% of the Percentage Interest of the Certificates
issued and outstanding for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pass-Through Trust
Agreement or of modifying in any manner the rights of the Certificateholders;
provided that no such amendment may (i) modify the provision of the
Pass-Through Trust Agreement that concerns notifying Certificateholders of the
occurrence of an Event of Default, modify the provision of the Pass-Through
Trust Agreement concerning approving supplements to the Pass-Through Trust
Agreement that require the approval of Certificateholders, or modify the
definition of "Certificateholder" in the Pass-Through Trust Agreement, (ii)
modify the definition of "Percentage Interest" in the Trust Agreement or reduce
the Percentage Interests, the consent of the Holders of Certificates of which
is required for any such supplement to the Pass-Through Trust Agreement, or the
consent of the Holders of Certificates of which is required for any waiver
provided for in the Pass-Through Trust Agreement; (iii) reduce the amount or
extend the time of payment of any amount owing or payable under the Mortgage
Note[s] or distributions to be made on any Certificate, or impair the right of
any Certificateholder to commence legal proceedings to enforce a right to
receive payment hereunder or under the Pass-Through Trust Agreement; or (iv)
create or permit the creation of any lien on the Trust Property or any part
thereof, or deprive any Certificateholder of the benefit of the Pass-Through
Trust Agreement, whether by disposition of such Trust Property or otherwise,
without the consent of each affected Certificateholder and, with respect to
(ii), Kmart.

The respective obligations and responsibilities of the Depositor and
the Pass-Through Trustee under the Pass-Through Trust Agreement will terminate
upon the final payment, prepayment in full or other liquidation of the Mortgage
Note[s] and the remittance of all funds due under the Pass-Through Trust
Agreement; provided, however, that in no event shall the Pass-Through Trust
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

B-4

<PAGE> 64

IN WITNESS WHEREOF, the Pass-Through Trustee has caused this Certificate
to be duly executed by one of its authorized officers.

Dated: _______ __, 199_ UNITED STATES TRUST COMPANY OF
NEW YORK, solely as
Pass-Through Trustee under
the Pass-Through Trust
Agreement Series _____ dated
as of _______ __, 1994 with
National Tenant Finance
Corporation and not in its
individual capacity.

By_____________________________
Authorized Officer

B-5
<PAGE> 65

[FORM OF CERTIFICATE OF AUTHENTICATION]

This is one of the Certificates defined in the Pass-Through Trust
Agreement Series _____ dated as of _________ __, 199_ with National Tenant
Finance Corporation.

Dated: __________ __, 199_ UNITED STATES TRUST COMPANY OF
NEW YORK, as Pass-Through Trustee

By_____________________________
Authorized Officer

B-6

<PAGE> 1
EXHIBIT 4.3

_______________

COLLATERAL TRUST AGREEMENT
_______________

between

NATIONAL TENANT FINANCE CORPORATION
as Depositor

and

UNITED STATES TRUST COMPANY OF NEW YORK
as Trustee

_____________________________

Dated as of , 199_
_____________________________

$_________
Mortgage Pass-Through Certificates

(___________________)
Series 199_-__
and
Series 199_-__

_________________________________________________________________
<PAGE> 2

<TABLE>
<CAPTION>
TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

<S> <C> <C>
Section 1.01. Definitions . . . . . . . . . . . . . . . . . 1

<CAPTION>
ARTICLE II
CONVEYANCE OF TRUST PROPERTY

<S> <C> <C>
Section 2.01. Conveyance of Trust Property. . . . . . . . . 10
Section 2.02. Acceptance by Trustee. . . . . . . . . . . . . 11
Section 2.03. Trust Property. . . . . . . . . . . . . . . . 12
Section 2.04. Limitation of Powers. . . . . . . . . . . . . 12

<CAPTION>
ARTICLE III
THE MORTGAGE NOTES

<S> <C> <C>
Section 3.01. Prepayment . . . . . . . . . . . . . . . . . . 12
Section 3.02. Note Put . . . . . . . . . . . . . . . . . . . 12
Section 3.03. Liquidation . . . . . . . . . . . . . . . . . 13
Section 3.04. Late Payment Distribution . . . . . . . . . .

<CAPTION>
ARTICLE IV
RECEIPT AND DISTRIBUTION OF INCOME
AND PROCEEDS FROM THE TRUST PROPERTY

<S> <C> <C>
Section 4.01. Receipt of Lease Payments; Collection
of Lease and Lease Guaranty Payments;
Collection of Mortgage Loan Payments;
Collection of Indemnity Agreement
Payments; Investment Direction . . . . . . . . 14
Section 4.02. Establishment of Rental Payment Account[s];
Deposits in Rental Payment Account[s]. . . . . 16
Section 4.03. Permitted Withdrawals From the Rental Payment
Account[s] . . . . . . . . . . . . . . . . . . 16
Section 4.04. Establishment of Mortgage Note Account[s];
Deposits in Mortgage Note Account[s]. . . . . 18
Section 4.05. Permitted Withdrawals From the Mortgage Note
Account[s] . . . . . . . . . . . . . . . . . . 18
Section 4.06. Capitalized Debt Service Account[s]. . . . . . 20
Section 4.07. Realization Upon Defaulted Mortgage Loan . . . 20
Section 4.08. Trustee Compensation . . . . . . . . . . . . . 22
Section 4.09. Rights of the Pass-Through Trustees. . . . . . 22

<CAPTION>
ARTICLE V
ADVANCES BY TRUSTEE

<S> <C> <C>
Section 5.01. Advances by Trustee. . . . . . . . . . . . . . 22

<CAPTION>
ARTICLE VI
THE DEPOSITOR

<S> <C> <C>
Section 6.01. Maintaining Corporate Existence of the
Depositor. . . . . . . . . . . . . . . . . . . 22
Section 6.02. Limitation on Liability of the Depositor . . . 23
</TABLE>

i
<PAGE> 3

ARTICLE VII
DEFAULT
<S> <C> <C>
Section 7.01. Events of Default. . . . . . . . . . . . . . . 23
Section 7.02. Waiver of Defaults. . . . . . . . . . . . . . 24
Section 7.03. Notification to Pass-Through Trustees. . . . . 24
Section 7.04. Rights of Pass-Through Trustees to Direct
Proceedings. . . . . . . . . . . . . . . . . . 24
Section 7.05. Remedies Cumulative. . . . . . . . . . . . . . 25
Section 7.06. Trustee Default. . . . . . . . . . . . . . . . 25
Section 7.07. Notice to Tenant[s] [and Kmart]. . . . . . . . 25

<CAPTION>
ARTICLE VIII
CONCERNING THE TRUSTEE

<S> <C> <C>
Section 8.01. Duties of Trustee. . . . . . . . . . . . . . . 25
Section 8.02. Certain Matters Affecting Trustee. . . . . . . 27
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loan[s]. . . . . . . . . . . . . . . . . . . 28
Section 8.04. Trustee May Own Certificates. . . . . . . . . 28
Section 8.05. Trustee's Fee and Expenses. . . . . . . . . . 28
Section 8.06. Action by Co-Trustee. . . . . . . . . . . . . 29
Section 8.07. Eligibility Requirements for Trustee. . . . . 29
Section 8.08. Resignation and Removal of Trustee. . . . . . 30
Section 8.09. Successor Trustee. . . . . . . . . . . . . . . 31
Section 8.10. Merger or Consolidation of Trustee. . . . . . 31
Section 8.11. Resignation of Co-Trustee. . . . . . . . . . . 31
Section 8.12. Removal of Co-Trustee. . . . . . . . . . . . . 31
Section 8.13. Appointment of Successor to Co-Trustee. . . . 32
Section 8.14. Succession of Successor to Co-Trustee. . . . . 32

<CAPTION>
ARTICLE IX
TERMINATION
<S> <C> <C>
Section 9.01. Termination. . . . . . . . . . . . . . . . . . 32

<CAPTION>
ARTICLE X
SUPPLEMENTS AND AMENDMENTS TO THIS
TRUST AGREEMENT AND OTHER DOCUMENTS;
ADDITIONAL AGREEMENTS OF TRUSTEE

<S> <C> <C>
Section 10.01. Supplemental Trust Agreement Without Consent
of Pass-Through Trustees. . . . . . . . . . . 33
Section 10.02. Supplemental Agreements With Consent of Pass-
Through Trustees. . . . . . . . . . . . . . . 34
Section 10.03. Effect of Supplemental Agreement. . . . . . . 35
Section 10.04. Documents to Be Given to Trustee. . . . . . . 36
Section 10.05. Granting of Easements . . . . . . . . . . . . 36

<CAPTION>
ARTICLE XI
MISCELLANEOUS PROVISIONS

<S> <C> <C>
Section 11.01. Severability of Provisions. . . . . . . . . . 36
Section 11.02. Recordation of Agreement. . . . . . . . . . . 36

</TABLE>
ii
<PAGE> 4

<TABLE>
<S> <C> <C>
Section 11.03. Duration of Agreement . . . . . . . . . . . . 36
Section 11.04. Governing Law . . . . . . . . . . . . . . . . 36
Section 11.05. Notices. . . . . . . . . . . . . . . . . . . 36
Section 11.06. Counterparts. . . . . . . . . . . . . . . . . 37
Section 11.07. Submission to Jurisdiction. . . . . . . . . . 37
Section 11.08. Gender; Number. . . . . . . . . . . . . . . . 38
Section 11.09. Certificate and Opinion as to Conditions
Precedent . . . . . . . . . . . . . . . . . . 38
Section 11.10. Statements Required in Certificate or Opinion 38
Section 11.11. Benefits of Trust Agreement. . . . . . . . . 38

EXHIBIT A-1 MORTGAGE NOTE SCHEDULE

EXHIBIT A-3 CONTENTS OF MORTGAGE FILE

EXHIBIT A-4 CAPITALIZED DEBT SERVICE ACCOUNT SCHEDULE

EXHIBIT C FORM OF TRUSTEE CERTIFICATION

</TABLE>

iii
<PAGE> 5

___________________

COLLATERAL TRUST AGREEMENT
___________________

THIS COLLATERAL TRUST AGREEMENT, dated as of _______ __, 19__, is
executed by and among NATIONAL TENANT FINANCE CORPORATION, a Delaware
corporation, as depositor (together with its permitted successors, in such
capacity, "Depositor"), and UNITED STATES TRUST COMPANY OF NEW YORK a New York,
banking corporation as trustee (together with its permitted successors and
assigns, "Trustee").

In consideration of the premises and the mutual agreements hereinafter
set forth, the Depositor and the Trustee agree as follows:

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions. Whenever used herein, the following words
and phrases, unless the context otherwise requires, shall have the following
meanings:

"Additional Rent": [With respect to each Lease] has the meaning
assigned in Article 5 of [the] [such] Lease.

"Administrative Expenses": The ordinary and necessary expenses
incurred by the Trustee in the course of administering the affairs of the
Trust, excluding any Liquidation Expenses.

"Annual Rental": [With respect to each Lease,] has the meaning
assigned in Article 4 of [the][such] Lease.

"Assignment of Mortgage[s]": The Assignment of the Mortgage[s] dated
as of _______ __, 19__ between Depositor and Trustee, the Assignment of Lease
Assignment[s] dated as of ______ __, 19__, between Depositor and Trustee, and
any other notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction[s] where the Mortgaged Estate
securing [each] [the] Mortgage Loan is located to reflect of record the sale,
conveyance, transfer and absolute assignment of the Mortgage[s] to the Trustee.

"Borrower" [The][A] Borrower identified in [the][a] Loan Agreement.

"Business Day": Any day other than (i) a Saturday or Sunday, or (ii)
a day on which banking or savings and loan institutions in New York or
California, or the city in which the principal corporate trust offices of any
successor Trustee are located, are authorized or obligated by law or executive
order to be closed.

<PAGE> 6
"Called Principal Percentage": With respect to any Mortgage Note, has
the meaning assigned to it in Section 2 of the related Loan Agreement.

[Capitalized Debt Service Account": [The] [Each] trust account
described in Section 4.06.]

["Capitalized Debt Service Reserve": Has the meaning assigned thereto
in Section 2 of [the] [each] Loan Agreement.]

"Certificate" or "Certificates": The Certificate or Certificates
evidencing a beneficial ownership interest in a Pass-Through Trust Property
executed and authenticated by a Pass-Through Trustee.

"Certificate Account": The trust account described in Section 4.03 of
each Pass-Through Trust Agreement.

"Certificateholder," "Certificateholders," "Holder" or "Holders": The
person or persons in whose name a Certificate is registered in a Certificate
Register, except that, solely for the purposes of voting Certificates to direct
a Pass-Through Trustee with respect to any consent, waiver, request or demand
pursuant to this Trust Agreement or pursuant to any Pass-Through Trust
Agreement, any Certificate registered in the name of the Depositor, [Kmart,] a
Tenant, a Borrower, any successor owner or ground lessee of a Project, any
successor tenant or subtenant of a Project, any successor guarantor of the
performance of a Tenant or successor tenant, or any affiliate of any of the
foregoing, shall be deemed not to be outstanding.

"Certificate Register": A register maintained pursuant to Section
3.02 of each Pass-Through Trust Agreement.

"Closing Costs": An amount equal to $_____________ which shall be
disbursed to the Underwriters on the Closing Date.

"Closing Date": _______ __, 199_.

"Code": The Internal Revenue Code of 1986, as amended.

"Condemnation Proceeds": Any awards in respect of, or settlements in
lieu of, condemnation proceedings affecting [the] [a] Mortgaged Estate.

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<PAGE> 7
"Consent and Agreement": [A] [The] Consent and Agreement among
[Kmart,] Depositor, [a] Borrower, [a] Tenant and Trustee relating to [a] [the]
Lease, [[a] [the] Lease Guaranty,] [a] [the] Note Put Agreement and certain
other related matters.

"Depositor": National Tenant Finance Corporation, a Delaware
corporation and its successors in interest.

"Determination Date": The last Business Day immediately preceding a
Remittance Date.

"Due Date": [With respect to each Mortgage Note,] a Note Payment Date
as defined in the [related] Loan Agreement.

"Eligible Investments": One or more of the following:

(i) direct obligations of the United States of America;

(ii) obligations fully guaranteed, both as to principal
and interest, by the United States of America;

provided that any such obligations of the types described in clauses (i)
through (iv) above shall not have a maturity later than

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<PAGE> 8
the earlier of 90 days and the Due Date immediately following the acquisition
thereof; provided further, that any such obligations of the types described in
clauses (i) and (ii) above may be made through a repurchase agreement in
commercially reasonable form with a bank or other financial institution (which
may be the Trustee or any Pass-Through Trustee) the senior unsecured debt of
which is then assigned an A rating or better by S&P or Moody's, so long as
title to the underlying obligations shall pass to the Trustee and that such
underlying obligations shall be segregated in a custodial or trust account of
or for the benefit of the Trustee.

"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

"Event of Default": Any event of default described in Section 7.01.

"Exchange Act": The Securities Exchange Act of 1934, as amended.

"Extraordinary Expense Advances": All reasonable and necessary
"out-of-pocket" costs and expenses of the Trustee or any Pass-Through Trustee
in enforcing the Mortgage Notes and the Loan Documents following an Event of
Default under Section 7.01(c) hereof (except for a Non-Monetary Tenant
Default), and in compliance with the obligations of the Trustee under Section
4.07.

"FDIC": Federal Deposit Insurance Corporation or any successor
organization.

["Indemnity Agreement": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.1 of the [related] Loan Agreement.]

"Kmart": Kmart Corporation, a Michigan corporation, and its
successors and assigns.

"Lease": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 1.1 of the [related] Loan Agreement.

["Lease Guaranty": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.1 of the [related] Loan Agreement.]

"Liquidated Mortgage Loan": [A] [The] Mortgage Loan after an Event of
Default under the [related] Loan Agreement when the Trustee has reasonably
determined that all amounts which it expects

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<PAGE> 9
to recover from or on account of such Mortgage Loan have been recovered.

"Liquidation Expenses": Expenses which are incurred by the Trustee in
connection with the liquidation of a defaulted Mortgage Loan, such expenses
including, without limitation, legal fees and expenses, any unreimbursed amount
expended by the Trustee pursuant to Section 4.07 (to the extent such amount is
reimbursable under the terms of Section 4.07) respecting such Mortgage Loan and
any related and unreimbursed expenditures for real estate property taxes or for
property restoration or preservation.

"Loan Documents": [With respect to each Mortgage Loan,] the [related]
Note Put Agreement, the [related] Loan Agreement, the [related] Mortgage and
each document in the Mortgage File [pertaining to such Mortgage Loan], and each
other document which constitutes a Loan Document pursuant to the terms and
provisions of [such] [the] Loan Agreement.

"Moody's": Moody's Investors Service, Inc., a Delaware corporation,
its successors and assigns.

"Mortgage": [With respect to each Mortgage Note,] has the meaning
assigned thereto in Section 1.2 of the [related] Loan Agreement.

"Mortgage File": The items referred to in Exhibit A-3 annexed hereto
pertaining to the Mortgage Loan[s].

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<PAGE> 10
"Mortgage Note": A promissory note, executed by [a] [the] Borrower as
obligor and having [a] [the] maturity date and Mortgage Note rate specified in
the Mortgage Note Schedule, secured by [a] [the] Mortgage, which Mortgage Note
was sold, conveyed, transferred and absolutely assigned by the Depositor to a
Pass-Through Trustee and which is the subject of the related Pass-Through Trust
Agreement and included in the related Pass-Through Trust Property.

"Mortgage Note Account": [The] [Each] trust account described in
Section 4.04.

"Mortgage Note Payments": The scheduled payments set forth in Exhibit
A-1 of interest or principal and interest on the Mortgage Notes.

"Mortgage Note Schedule": The schedule attached hereto as Exhibit A-1
setting forth the following information for the Mortgage Notes: (i) [each]
[the] Borrower's name; (ii) the Mortgaged Estate[s]; (iii) the maturity dates;
(iv) each Mortgage Note rate; (v) the first Due Date; (vi) a schedule setting
forth the Mortgage Note Payments; and (vii) the original Principal Balance of
each Mortgage Note.

"Mortgaged Estate": [With respect to each Mortgage Note,] the real
and personal property securing [such] [the] Mortgage Note[s].

"Net Liquidation Proceeds": Liquidation Proceeds net of Liquidation
Expenses.

"Non-Monetary Tenant Default": [With respect to a Lease,] any default
under [such] [the] Lease by the [related] Tenant other than a default in the
payment of Annual Rental or Additional Rent.

"Note Put Agreement": [With respect to each Loan Agreement,] the Note
Put Agreement by and between Depositor, [and] the [related] Tenant, [and Kmart]
pursuant to the terms and conditions of which a put of [such] [the] Mortgage
Notes may be made on the occurrence of certain events specified therein.

"Officer's Certificate": A certificate signed by the Chairman of the
Board, the Chief Executive Officer, the President or a Vice President, the
Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries or any other duly authorized officer of the Depositor and delivered
to the Trustee containing the information required by Sections 11.09 and 11.10.

[Option Agreement": An option granted by [a][the] Borrower to
[a][the] Tenant permitting such Tenant to acquire the [related] Project in the
event Borrower does not perform its obligations under the [related] Lease and
the [related] Construction Fund Disbursement Agreement.]

"Opinion of Counsel": An opinion in writing signed by legal counsel
who may be an employee of or counsel to the Depositor in

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<PAGE> 11

form and substance acceptable to the Trustee containing the information
required by Sections 11.09 and 11.10.

"Pass-Through Trust": A grantor trust created pursuant to a
Pass-Through Trust Agreement.

"Pass-Through Trust Administrative Expenses": The ordinary and
necessary expenses incurred in the course of administering the affairs of a
Pass-Through Trust.

"Pass-Through Trust Agreement": A Pass-Through Trust Agreement dated
the date hereof between the Pass-Through Trustee and the Depositor, together
with all amendments thereof and supplements thereto.

"Pass-Through Trust Property": With respect to each Pass-Through
Trust, the corpus of such Pass-Through Trust, to the extent described therein,
consisting of the Mortgage Note[s] held by such Pass-Through Trust, such assets
as shall from time to time be identified as deposited in the Certificate
Account (including the investment income thereon) of such Pass-Through Trust,
and any funds advanced by the Certificateholders of a Pass-Through Trust to the
related Pass-Through Trustee or otherwise held by such Pass-Through Trustee in
accordance with the provisions of the related Pass-Through Trust Agreement.

"Pass-Through Trustee": With respect to each Pass-Through Trust
Agreement, the U.S. Trust Company of California, N.A., and its permitted
successors and assigns thereunder.

"Pass-Through Trustee's Fees": The amount of annual fee paid to each
Pass-Through Trustee for its ordinary fees and expenses arising under a
Pass-Through Trust Agreement, equal to $________.

"Percentage Interest": [With respect to the Mortgage Notes issued
under a Loan Agreement] the sum of the percentages of the aggregate outstanding
principal balance of [such] [the] Mortgage Notes which is voted by the
Pass-Through Trustees with respect to any matter. The percentage of such
Mortgage Notes voted by a Pass-Through Trustee shall be determined by dividing
(i) the product of (a) the outstanding principal balance of such Mortgage Notes
held by such Pass-Through Trustee, times (b) the Percentage Interests (as
defined in such Pass-Through Trust Agreement) represented by the
Certificateholders of such Pass-Through Trust which have directed such
Pass-Through Trustee to vote on any particular matter or 100% if the
Pass-Through Trustee is voting in its own discretion, by (ii) the aggregate
outstanding principal balance of such Mortgage Notes.

"Permitted Encumbrances": The Permitted Encumbrances as defined in
[each] [the] Mortgage.

"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, limited liability

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<PAGE> 12
company, unincorporated organization or government or any agency or political
subdivision thereof.

"Pledge Agreement": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.2 of the [related] Loan Agreement.

"Principal Balance": The outstanding principal balance of a Mortgage
Note as of any specified date.

"Principal Prepayment": Any payment or other recovery of principal on
a Mortgage Note (other than monthly receipt of amounts referred to in Section
4.01(a)), including any prepayment of principal pursuant to Section 3 of the
[related] Loan Agreement, Insurance Proceeds and Condemnation Proceeds to the
extent required to be deposited in the Certificate Accounts, and Liquidation
Proceeds, which is received in advance of its scheduled Due Date.

"Project": [A] [The] facility comprised of a retail store
[constructed by [a] Borrower [and [a] Tenant]] for lease by [a] [such] Tenant
on real property [which will be [acquired by] [owned by] [a] [such] Borrower
and] [upon which such facility will be constructed on behalf of [such]
Borrower] using the proceeds of [a] [the] Mortgage Loan.

"Purchase Price": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 2.1 of the [related] Note Put Agreement.

"Put": The right to require purchase of a Mortgage Note by [a] [the]
Tenant and Kmart pursuant to the [related] Note Put Agreement.

"Record Date": The close of business on the fifteenth day preceding
the related Remittance Date, except with respect to a distribution pursuant to
Section 3.01(f) of a Pass-Through Trust Agreement, in which case the Record
Date is the close of business on the fifteenth day prior to the Remittance Date
on which the related Mortgage Note Payment would, pursuant to the terms of the
related Pass-Through Trust Agreement, have been distributable to the related
Certificateholders had such Mortgage Note Payment been paid in full in a timely
manner.

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<PAGE> 13

"Redemption Price": [With respect to each Mortgage Note,] has the
meaning assigned thereto in Section 1.2 of the [related] Loan Agreement.

"Remittance Date": With respect to the Certificates, an interest or a
principal and interest payment date of ________ 1, 19__, and the first Business
Day of each ________ and ____ thereafter until _____ 1, ____, or the payment of
the unpaid principal balance in full, or such other date when a distribution is
made pursuant to Section 3.01(c), 3.01(d), 3.01(e) or 3.01(f) of a Pass-Through
Trust Agreement.

"Rental Payment Account": [The] [Each] trust account described in
Section 4.02.

"S & P": Standard & Poor's Ratings Group, a _________________________
corporation, its successor and assigns.

"Termination Premium": [With respect to each Mortgage Note,] has the
meaning assigned to it in Section 2 of the [related] Note Put Agreement.

"Tenant" or "Tenants": [Kmart and] ___________, _____________ or
[____________,] [each of] which is a subsidiary of Kmart and which has entered
into [the] [a] Lease with [a] [the] Borrower to occupy a Project.

"Treasury Regulations": The Treasury Regulations, including proposed,
temporary and final regulations promulgated under the provisions of the Code.

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<PAGE> 14
"Trust": The trust created pursuant to this Trust Agreement.

"Trust Agreement": This Trust Agreement and all amendments hereof and
supplements hereto.

"Trustee": United States Trust Company of New York, and its permitted
successors hereunder.

"Trustee's Fee": The amount of the annual fee paid to the Trustee for
its Administrative Expenses, equal to $_____, payable by the Tenant[s] pursuant
to the Consent and Agreement[s].

"Trust Property": The corpus of the Trust, to the extent described
herein, consisting of all Loan Documents, property which secures the Mortgage
Loan[s] and which has been acquired by foreclosure or deed in lieu of
foreclosure (prior to its disposition) and Insurance Proceeds, Condemnation
Proceeds and any other amounts receivable under the Loan Documents, and any
funds advanced by the Certificateholders to Trustee or otherwise held by
Trustee in accordance with the provisions hereof.

"Underwriters": The several underwriters named in the Underwriting
Agreement.

ARTICLE II
CONVEYANCE OF TRUST PROPERTY

Section 2.01. Conveyance of Trust Property. As grantor of the Trust
and the Pass-Through Trusts, the Depositor, concurrently with the execution and
delivery hereof, does hereby sell, transfer, set over, convey and absolutely
assign to the Trustee for the benefit of the Pass-Through Trustees as holders
of the Mortgage Notes without recourse (except as provided herein) in trust
intending to establish the Trust, all right, title and interest of the
Depositor in and to all Loan Documents.

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<PAGE> 15
and interest in, to and under the Trust Property, and that this Trust Agreement
shall constitute a security agreement under applicable law. The Trustee is
holding the Trust Property on behalf of and for the benefit of the Pass-Through
Trustees as holders of the Mortgage Notes. Any funds the Trustee collects
hereunder, except such amounts as are to be paid to the Trustee as provided
herein, are collected and held on behalf of and for the benefit of the
Pass-Through Trustees as holders of the Mortgage Notes.

Section 2.02. Acceptance by Trustee. The Trustee acknowledges
receipt of the documents referred to in Section 2.01, subject to any exceptions
noted in a certificate of the Trustee delivered within 30 days after the
Closing Date, and declares that it holds and will hold such documents delivered
to it in trust for the use and benefit of all present and future holders of the
Mortgage Notes. The Trustee agrees, for the benefit of the Pass-Through
Trustees as holders of the Mortgage Notes, to review within 30 days after the
Closing Date each of the documents described in Section 2.01 delivered to it to
ascertain that all required documents have been executed and received, and that
such documents relate to the Mortgage Notes identified in the Mortgage Note
Schedule, as supplemented, that have been sold, conveyed, transferred and
absolutely assigned to the Pass-Through Trustees. If the Trustee finds any
document or documents constituting a part of the documents described in Section
2.01 to be missing, mutilated, damaged, defaced, incomplete, improperly dated,
clearly forged or otherwise physically altered in any material respect, the
Trustee shall promptly (and in any event within no more than five Business Days
after such discovery) so notify the Depositor. At the conclusion of such
review, the Trustee shall also notify the Depositor if, in examining such
documents, or through any other means, the Trustee had notice or knowledge (a)
of any adverse claim, lien or encumbrance against [any] [the] Mortgage Loan or
[any] [the] related Mortgaged Estate, (b) that any Mortgage Note was overdue or
had been dishonored, (c) of evidence on the face of any Mortgage Note or
Mortgage of any security interest or other right or interest therein, or (d) of
any defense against or claim to any Mortgage Note by any party. The Depositor
shall correct such omission or other irregularity referred to above within 90
days from receipt of such notice from the Trustee. The Trustee shall review
the documents referred to in Section 2.01 only for the purpose set forth above
in this Section 2.02 and the Trustee shall be under no duty or obligation to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine that they are genuine, enforceable or appropriate for
the represented purpose or that they have actually been recorded or that they
are other than what they purport to be on their face.

Within thirty (30) days of the Closing Date, the Trustee shall deliver
to the Depositor, Kmart and the Pass-Through Trustees the Trustee's
Certification substantially in the form attached hereto as Exhibit C.

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<PAGE> 16
Section 2.03. Trust Property. The Trustee acknowledges that it holds
the Trust Property conveyed pursuant to this Trust Agreement in trust for the
use and benefit of all present and future holders of the Mortgage Notes.

Section 2.04. Limitation of Powers. The Trust is constituted solely
for the purpose of holding the Trust Property for the benefit of the
Pass-Through Trustees as holders of the Mortgage Notes, and, except as set
forth herein, the Trustee is not authorized or empowered to acquire any other
investments or engage in any other activities.

ARTICLE III
THE MORTGAGE NOTES

Section 3.01. Prepayment. In the event of a prepayment of a Mortgage
Note pursuant to Section 3 of the Loan Agreement, upon receipt by Trustee of
the amount of such prepayment, Trustee shall deposit such amount in the
[related] Mortgage Note Account and shall on the next Business Day following
such receipt pay such sum to the Pass-Through Trustee holding such Mortgage
Note for deposit into the Certificate Account of the related Pass-Through
Trust. Any Condemnation Proceeds or Insurance Proceeds received by the Trustee
pursuant to Section 3.3 of the Loan Agreement shall be allocated to each
[related] Mortgage Note based upon a fraction, calculated as of immediately
prior to the Prepayment Date, the numerator of which shall be the outstanding
principal balance of such Mortgage Note plus accrued interest thereon plus the
Make-Whole Premium related thereto and the denominator of which shall be the
aggregate outstanding principal balance of all [related] Mortgage Notes, plus
the aggregate accrued interest thereon plus the aggregate Make-Whole Premiums
related thereto. For purposes of this Section, the term "Prepayment Date"
shall mean the effective date of the termination of the [related] Lease or of
the abatement of the Annual Rental of such Lease, as applicable.

Section 3.02. Note Put. The Trustee shall notify the Pass-Through
Trustees of the occurrence of any Triggering Event (as defined in [a] [the]
Note Put Agreement) known to the Trustee within two (2) Business Days after
obtaining knowledge thereof.

(a) Upon the occurrence of a Triggering Event, the
Trustee, as provided in (b) below or upon the written direction of the
Pass-Through Trustees voting Percentage Interests in the aggregate of not less
than 66-2/3% of the related Mortgage Notes, shall (i) obtain the Mortgage Notes
from the Pass-Through Trustees, (ii) exercise the Put in accordance with the
terms and provisions of [such] [the] Note Put Agreement, (iii) designate the
Purchase Date under and as defined in [such] [the] Note Put Agreement (which
Purchase Date shall be not more than 35 Business Days after receipt of such
direction) and, upon receipt of the Purchase Price from [the related] Tenant or
Kmart, deposit such amount into the [related] Mortgage Note Account, and (iv)
on the next Business Day following

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<PAGE> 17
such receipt, pay into the Certificate Account of each Pass-Through Trustee the
Purchase Price received by the Trustee for the [related] Mortgage Note held by
such Pass-Through Trust, less any reasonable costs and expenses incurred by the
Trustee or the Pass-Through Trustees in connection with the exercise of the Put
that have not otherwise been reimbursed. The payment of the Purchase Price to
the Collateral Trustee as set forth herein and in the [related] Note Put
Agreement shall satisfy in full [the related] Tenant's and Kmart's obligations
under the [related] Note Put Agreement. Upon payment of the Purchase Price,
the Trustee shall transfer all Loan Documents [related to the purchased
Mortgage Notes] to the purchaser of such Mortgage Notes, and this Trust shall
thereby terminate as to such Loan Documents. Upon execution and delivery of
all documents reasonably necessary to assign the related Loan Documents to the
purchaser of the Mortgage Notes, the Trustee shall have no further obligations
with respect to such Loan Documents or such Mortgage Notes.

(b) If the Triggering Event is a Lease Guaranty
Termination, the Trustee shall exercise the [related] Put and take the other
steps specified in (a) above unless the Trustee receives written direction from
the Pass-Through Trustees voting Percentage Interests in the aggregate of not
less than 66-2/3% of the related Mortgage Notes instructing the Trustee not to
exercise such Put.

Section 3.03. Liquidation. In the event of a liquidation of a
Mortgage Loan by foreclosure or otherwise as a consequence of an Event of
Default (not including a Put pursuant to the [related] Note Put Agreement), the
Trustee shall, following receipt of any Net Liquidation Proceeds, deposit such
amounts in the [related] Mortgage Note Account and shall on the next Business
Day following such receipt distribute a portion of such amount to each
Pass-Through Trustee holding a [related] Mortgage Note or rights with respect
thereto. Any amounts received in connection with such a liquidation shall be
allocated to each [related] Mortgage Note based upon a fraction, calculated as
of immediately prior to the receipt by the Trustee of such amounts, the
numerator of which shall be the Purchase Price of such Mortgage Note and the
denominator of which shall be the aggregate Purchase Prices of such Mortgage
Note and all [related] Mortgage Notes. Once a Mortgage Loan has become a
Liquidated Mortgage Loan and all Net Liquidation Proceeds with respect to such
Liquidated Mortgage Loan have been distributed to the Pass-Through Trustees,
this Trust shall terminate with respect to such Liquidated Mortgage Loan and
the [related] Loan Documents.

Section 3.04 Late Payment Distribution. In the event that, due to
unpaid Annual Rental, there are insufficient funds on any Due Date to pay the
Mortgage Note Payments on a Mortgage Note and subsequent to such Due Date such
Annual Rental or any Additional Rent with respect thereto is paid, the Trustee
shall on the next Business Day following such receipt transfer to the
Certificate Account of the Pass-Through Trustee holding such Mortgage Note
such unpaid portion of such Mortgage Note Payments together with

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<PAGE> 18
interest on such overdue amount at the Overdue Rate (as defined in such
Mortgage Note) to the extent received.

ARTICLE IV
RECEIPT AND DISTRIBUTION OF INCOME
AND PROCEEDS FROM THE TRUST PROPERTY

Section 4.01. Receipt of Lease Payments; Collection of Lease and
Lease Guaranty Payments; Collection of Mortgage Loan Payments; Collection of
Indemnity Agreement Payments; Investment Direction.

(a) Pursuant to the Consent and Agreement[s], [each]
Tenant under [the] [each] Lease will pay all Annual Rental and Additional Rent
(except for Real Estate Taxes (as defined in the related Lease) and amounts
payable directly to a third party pursuant to such Lease, which shall be
payable in accordance with such Lease) payable by [each] Tenant under [the]
[each] Lease directly to the Trustee. All such Annual Rental and Additional
Rent received by Trustee shall be deposited by the Trustee in the Rental
Payment Account as described in Section 4.02 hereof, invested in Eligible
Investments in accordance with Section 4.01(d) of this Trust Agreement, and
applied in accordance with Section 4.03 hereof; provided that, subsequent to
the Trustee becoming aware of the occurrence of an Event of Default pursuant to
Section 7.01 hereof (except for a Non-Monetary Tenant Default), and during the
time such Event of Default continues without being cured or waived, all Annual
Rental and Additional Rent [from the related Lease] received by Trustee shall
be deemed received pursuant to the Assignment of Leases and Rents and shall
be deposited by the Trustee in the Mortgage Note Account as described in
Section 4.04 hereof, shall be invested in accordance with Section 4.01(d)
hereof, and shall be applied in accordance with Section 4.05 hereof.

(b) In the event the Trustee does not receive any monthly
installment of Annual Rental on the date set forth in [the] [each] Lease,
taking into account any grace period provided for therein, the Trustee is
hereby directed to and the Trustee, shall notify the [related] Borrower (as
landlord), the [related] Tenant [and Kmart] in writing regarding [the] [such]
Tenant's failure to make such timely payment. In the event the Trustee does
not receive the monthly installment of Annual Rental within [five] Business
Days of giving such written notice, the Trustee, at the written direction of
the Pass-Through Trustees voting Percentage Interests aggregating not less than
66-2/3% of the related Mortgage Notes, shall use its best efforts to enforce
the provisions of [the] [such] Lease [and [the related] Lease Guaranty] by
exercising all of the remedies available to it at law and in equity, including,
but not limited to, the remedies available under [the] [such] Lease [and [the]
[such] Lease Guaranty,] provided that the Trustee shall give notice of intent to
terminate or take action to terminate [the] [such] Lease only at the written
direction of the Pass-Through Trustees voting Percentage Interests aggregating
not

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<PAGE> 19
less than 66-2/3% of the related Mortgage Notes to take such action. No later
than two Business Days prior to any Due Date, the Trustee shall advise each
Pass-Through Trustee if there are insufficient funds in the Rental Payment
Account[s] and Mortgage Note Account[s] to pay the Mortgage Note Payments due
on such Due Date.

(c) Continuously from the date hereof until the principal
of, and interest on, the Mortgage Loan[s] are paid in full, the Trustee will
use reasonable best efforts to collect all payments due under the Mortgage
Loan[s] when the same shall become due and payable. The Trustee shall also
review any official receipts from any taxing authority provided to it pursuant
to Section 1.08(c) of the Mortgage[s] to monitor payment of Impositions (as
defined in the Mortgage[s]). [The Trustee also shall use its best efforts to
collect any amount that becomes due pursuant to [the] [an] Indemnity Agreement.
Any amounts collected by the Trustee pursuant to [the] [an] Indemnity Agreement
shall be deposited in the [related] Rental Payment Account, provided that
during any period when the proviso of Section 4.01 applies to the [related]
Annual Rental and Additional Rent, any amounts received under the [related]
Indemnity Agreement shall be deposited in the Mortgage Note Account and applied
in accordance with Section 4.05 hereof.]

(d)(i) Funds in [the] [each] Rental Payment Account and [the]
[each] Capitalized Debt Service Account shall be invested in Eligible
Investments at the written direction of the Borrower [on whose behalf such
accounts have been established]. Funds in the Mortgage Note Account shall be
invested by the Trustee in Eligible Investments described in subparagraph (i),
(ii) or (iv) of the definition thereof (or in the further proviso at the end of
such definition). All such investments shall mature on or prior to the next
succeeding Determination Date and in no event shall be invested in obligations
maturing later than 90 days from the investment date. The risk of investment
loss with respect to funds in [the] [each] Rental Payment Account and [the]
[each] Capitalized Debt Service Account shall be borne by the Borrower [on
whose behalf such accounts have been established]. The risk of investment loss
with respect to funds in the Mortgage Note Account shall be borne by the
Pass-Through Trustees as holders of the Mortgage Notes. On or after the Due
Date and prior to the next succeeding Determination Date, the Trustee shall be
prohibited from selling or transferring Eligible Investments prior to maturity
unless and until a default shall have occurred under [a] [the] Mortgage Note.
In the event the Trustee shall not have received at least twenty-four hours'
written notice as to any investment direction from [the] [a] Borrower upon the
maturity of an existing investment, the Trustee shall be authorized to invest
maturing amounts in Eligible Investments described in subparagraph (iv) of the
definition thereof (or in the further proviso at the end of such definition)
until further directed in writing as to investments of such amounts.
Investment earnings and losses on any Eligible Investment shall be deposited to
or charged to the account in which the funds used for any such Eligible
Investment were deposited. The Trustee shall have no responsibility for any
loss on any Eligible Investments.

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(ii) If an Event of Default occurs under the Mortgage Notes
or the Loan Documents [with respect to a Mortgage Loan], the Borrower [of such
Mortgage Loan] shall be prohibited from directing investments as contemplated
above and the Trustee shall invest in Eligible Investments described in
subparagraph (i), (ii) or (iv) of the definition thereof (or in the further
proviso at the end of such definition) until such Event of Default is cured.

Section 4.02. Establishment of Rental Payment Account[s]; Deposits in
Rental Payment Account[s]. The Depositor (on behalf of [the] [each] Borrower)
hereby establishes [the] [a separate] Rental Payment Account with the Trustee.
[This] [Each such] account shall be maintained as a fund separate and distinct
from other accounts [(including other Rental Payment Accounts)] created under
this Trust Agreement. Prior to an Event of Default with respect to such
Borrower's Mortgage Loan pursuant to Section 7.01 hereof (except for a
Non-Monetary Tenant Default), [the] [each such] Rental Payment Account shall
remain the property of the Borrower [on whose behalf such Rental Payment
Account was established], subject to the rights of the Trustee under Section
4.03 of this Trust Agreement and under [the] [such Borrower's] Pledge
Agreement.

The Trustee shall cause to be deposited in [the] [such] Rental Payment
Account and retained therein:

(a) All payments (including Annual Rental and Additional
Rent) received pursuant to the terms of the [related] Lease [and Lease
Guaranty,] (other than Insurance Proceeds and Condemnation Proceeds) and
pursuant to the terms of the [related] Indemnity Agreement, subject to the
proviso in Section 4.01(a);

(b) Subject to the provisions of the [related] Lease, all
Insurance Proceeds received pursuant to Section 17 of [the] [such] Lease in
excess of the amounts required to make the mandatory prepayment of the
[related] Mortgage Notes pursuant to Section 3.3 of the [related] Loan
Agreement;

(c) Subject to the provisions of the [related] Lease, all
Condemnation Proceeds received pursuant to Section 18(g) of [the] [such] Lease
in excess of the amounts required to make the mandatory prepayment of the
[related] Mortgage Notes pursuant to Section 3.3 of the [related] Loan
Agreement; and

(d) All earnings (or losses) on funds held in [the]
[such] Rental Payment Account derived from Eligible Investments.

The foregoing requirements for deposit in the Rental Payment Account[s] shall
be exclusive.

Section 4.03. Permitted Withdrawals From the Rental Payment
Account[s]. The Trustee shall cause the withdrawal of funds from [the] [a]
Rental Payment Account for the following purposes and in the following order of
priority:

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(a) upon the occurrence of an Event of Default [with
respect to a Borrower's Mortgage Loan] pursuant to Section 7.01 hereof (except
for a Non-Monetary Tenant Default), to transfer to the Mortgage Note Account
[related to such Mortgage Loan] all amounts in the Rental Payment Account
[related to such Mortgage Loan] and to apply such amounts pursuant to the
provisions of Section 4.05 hereof;

(b) to transfer to the Certificate Account of each
Pass-Through Trust (i) on each Due Date an amount equal to the Mortgage Note
Payment due and unpaid as of such Due Date on the related Mortgage Note held by
such Pass-Through Trustee and (ii) on the next Business Day after receipt of
any amounts distributable under Section 3.04.

(c) to pay the Trustee and any Pass-Through Trustee for
any amounts due pursuant to Section 3.06(d) of each Pass-Through Trust
Agreement, for any unreimbursed Extraordinary Expense Advances required by [the
related] Borrower's default pursuant to the [related] Mortgage Notes or the
[related] Loan Documents, and for [such Borrower's ratable portion of] due and
unpaid Trustee's Fees and Pass-Through Trustee's Fees, and to reimburse Trustee
and any Pass-Through Trustee for any expenses, costs and liabilities for which
they are entitled to reimbursement hereunder or under the [related] Mortgage
Notes or the Loan Documents [related to such Borrower's Mortgage Loan]; prior
to an Event of Default [with respect to such Borrower's Mortgage Loan] the
Trustee's right to reimburse itself or a Pass-Through Trustee pursuant to this
clause (c) with respect to [the] [such Borrower's] Mortgage Loan is limited to
reimbursement for amounts due pursuant to Section 3.06(d) of each Pass-Through
Trust Agreement; subsequent to an Event of Default [with respect to such
Borrower's Mortgage Loan] pursuant to Section 7.01 hereof (except for a
Non-Monetary Tenant Default), the Trustee shall have a prior lien for itself
and on behalf of the Pass-Through Trustees, pari passu, on all moneys in [the]
[such Borrower's] Rental Payment Account for payment or reimbursement of
Extraordinary Expense Advances [related to such Mortgage Loan], [such
Borrower's ratable portion of] due and unpaid Trustee's Fees and Pass-Through
Trustee's Fees, and other amounts owed it or a Pass-Through Trustee and payable
by [such] Borrower under any provision of the [related] Mortgage Notes or the
[related] Loan Documents, provided, however, that so long as [(i) no default
exists under the [related] Lease Guaranty, taking into account any grace period
provided for therein, or (ii)] no direction has been given by the Pass-Through
Trustees pursuant to Section 7.01 hereof and reflecting direction given to the
Pass-Through Trustees by Certificateholders owning at least 66-2/3% of the
outstanding principal balance of the Certificates to exercise rights or
remedies under such Mortgage Notes or Loan Documents, the payments pursuant to
Section 4.03(a) and (b) above shall be made by Trustee free and clear of such
lien;

(d) to disburse to [the related] Borrower any amounts
remaining in the Rental Payment Account promptly following

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the second scheduled Remittance Date after the Closing Date, and on each
anniversary thereafter of such Remittance Date, after paying or providing for
the payment or withdrawal of amounts described in clauses (a), (b) and (c)
above.

Section 4.04. Establishment of Mortgage Note Account[s]; Deposits in
Mortgage Note Account[s]. The Trustee shall establish [the] [a separate]
Mortgage Note Account [for each Mortgage Loan]. [This] [Each such] account
shall be maintained as a fund separate and distinct from other accounts
[(including other Mortgage Note Accounts)] created under this Trust Agreement.

The Trustee shall cause to be deposited in [the] [such] Mortgage Note
Account (upon receipt by the Trustee unless otherwise specified herein) and
retained therein:

(a) All amounts received pursuant to Sections 3.01 and
3.02 hereof [with respect to the related Mortgage Loan].

(b) Net Liquidation Proceeds;

(c) Subject to the provisions of the [related] Lease, all
Insurance Proceeds received pursuant to Section 17 of [the] [such] Lease not to
exceed the amounts required to make the mandatory prepayment of the [related]
Mortgage Notes pursuant to Section 3.3 of the [related] Loan Agreement;

(d) Subject to the provisions of the [related] Lease, all
Condemnation Proceeds pursuant to Sections 18(d) and 18(g) of [the] [such]
Lease not to exceed the amounts required to make the mandatory prepayment of
the [related] Mortgage Notes pursuant to Section 3.3 of the [related] Loan
Agreement;

(e) All earnings (or losses) on funds held in [the]
[such] Mortgage Note Account derived from Eligible Investments; and

(f) All amounts required to be deposited therein under
Sections 4.01(a), [4.01(c),] [and] 4.03(a), [and 4.06.]

The foregoing requirements for deposit in the Mortgage Note Account[s] shall be
exclusive.

Section 4.05. Permitted Withdrawals From the Mortgage Note
Account[s]. The Trustee shall cause the withdrawal of funds from [the] [a]
Mortgage Note Account for the following purposes and in the following order of
priority (the transfers specified in (b) and (c) shall be made the next
Business Day after receipt of such amounts by the Trustee):

(a) to transfer to the Certificate Account of each
Pass-Through Trust (i) on each Due Date an amount equal to the Mortgage Note
Payment due and unpaid as of such Due Date on the related Mortgage Note held by
such Pass-Through Trustee and (ii) on the next Business Day after receipt of
any amounts in respect of overdue Mortgage Note Payments; provided, however,
that the

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foregoing shall not apply to amounts deposited in the Mortgage Note Account
under Section 4.01(a), [4.01(c),] [or] 4.03(a) [or 4.06] if the
maturity of the related Mortgage Loan has been accelerated pursuant to the
terms of the related Loan Documents. Any amounts referred to in the proviso
contained in the preceding sentence, together with the interest earned thereon,
shall, after such acceleration, be held in the Mortgage Note Account until such
time as they constitute Liquidation Proceeds, at which time the Net Liquidation
Proceeds attributable thereto shall be disposed of as provided in Section
4.05(c)(i);

(b) to transfer to the Certificate Account of each
Pass-Through Trust the amounts required pursuant to Section 3.01 and 3.02
hereof;

(c) to transfer to the Certificate Account of each
Pass-Through Trust as holder of a related Mortgage note, such Mortgage Note's
ratable portion of:

(i) any [related] Net Liquidation
Proceeds,

(ii) any [related] Insurance Proceeds in
[the] [such] Mortgage Note Account, subject to the provisions of the [related]
Lease, and

(iii) any [related] Condemnation Proceeds
in [the] [such] Mortgage Note Account, subject to the provisions of the
[related Lease].

(d) to pay the Trustee and any Pass-Through Trustee for
any unreimbursed Extraordinary Expense Advances required by [the related]
Borrower's default pursuant to the [related] Mortgage Notes or the [related]
Loan Documents and for [such Borrower's ratable portion of] due and unpaid
Trustee's Fees and Pass-Through Trustee's Fees, and to reimburse Trustee and
any Pass-Through Trustee for any expenses, costs and liabilities for which they
are entitled to reimbursement hereunder or under the [related] Mortgage Notes
or the Loan Documents [related to such Borrower's Mortgage Loan]; subsequent to
an Event of Default [with respect to such Borrower's Mortgage Loan] pursuant to
Section 7.01 (except for a Non-Monetary Tenant Default), the Trustee shall have
a prior lien for itself and on behalf of the Pass-Through Trustees, pari passu,
on all moneys in the Mortgage Note Account [with respect to such Mortgage Loan]
for payment or reimbursement of Extraordinary Expense Advances [related to such
Mortgage Loan], [such Borrower's ratable portion of] due and unpaid Trustee's
Fees and Pass-Through Trustee's Fees, and other amounts owed it or a
Pass-Through Trustee and payable by [such] Borrower under any provision of the
[related] Mortgage Notes or the [related] Loan Documents, provided, however,
that so long as (i) no default exists under the [related] Lease Guaranty,
taking into account any grace period provided for therein, or (ii) no direction
has been given by the Pass-Through Trustees pursuant to Section 7.01 hereof and
reflecting direction given to the Pass-Through Trustees by Certificateholders
owning at

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least 66-2/3% of the outstanding principal balance of the Certificates to
exercise rights or remedies under such Mortgage Notes or Loan Documents, the
payments pursuant to Section 4.05(a) and (b) above shall be made by Trustee
free and clear of such lien;

(e) to transfer to the Certificate Account of each
Pass-Through Trustee as holder of a related Mortgage Note, such Mortgage Note's
ratable portion of any balance in such Mortgage Note Account upon the
termination of this Trust Agreement.

[Section 4.06. Capitalized Debt Service Account[s]. The Depositor
(on behalf of each Borrower listed in Exhibit A-4 hereto) hereby
establishes from the proceeds of the related Mortgage Loan [the] [a separate]
Capitalized Debt Service Account with the Trustee. [This] [Each such] account
shall be maintained as a fund separate and distinct from other accounts
[(including other Capitalized Debt Service Accounts)] created under this Trust
Agreement. [The] [Each such] Capitalized Debt Service Account shall remain the
property of the Borrower [on whose behalf such Capitalized Debt Service Account
was established,] subject to the rights of the Trustee under the terms of this
Trust Agreement and the pledge thereof by [such] Borrower pursuant to the
Pledge Agreement to secure [the] [such Borrower's] Mortgage Loan; provided
that, subsequent to the Trustee becoming aware of the occurrence of an Event of
Default [with respect to such Borrower's Mortgage Loan] pursuant to Section
7.01 hereof (except a Non-Monetary Tenant Default), all amounts in the
[related] Capitalized Debt Service Account shall be transferred to the Mortgage
Note Account [related to such Mortgage Loan] and shall be applied in accordance
with Section 4.05 hereof. The Trustee shall cause to be deposited into [the]
[each such] Capitalized Debt Service Account (i) the amount of the Capitalized
Debt Service Reserve received on the Closing Date [with respect to such
Mortgage Loan] and (ii) all amounts received on earnings on or income from (or
losses due from) any investments or reinvestments of [the] [such] Capitalized
Debt Service Reserve in Eligible Investments.

The Trustee shall cause the transfer of funds from [the] [each]
Capitalized Debt Service Account to the Certificate Account of a Pass-Through
Trustee on the dates and in the amounts set forth in the attached Exhibit A-4.
Upon the payment of all of the amounts set forth in Exhibit A-4 [with respect
to the Capitalized Debt Service Account established on behalf of a Borrower],
and provided that no default or Event of Default shall have occurred and be
continuing (except for a Non-Monetary Tenant Default) under any [related]
Mortgage Notes or Loan Documents, Trustee shall disburse to the [related]
Tenant without requisition any amounts remaining in [the] [such] Capitalized
Debt Service Account.]

Section 4.07. Realization Upon Defaulted Mortgage Loan.

(a) If an Event of Default with respect to a Mortgage
Loan has occurred and is continuing and if the Pass-Through Trustees vote
Percentage Interests aggregating not less than 66-2/3% of the related Mortgage
Notes to do so, the Trustee, after

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the Trustee and each Pass-Through Trustee has received indemnity for their
reasonable costs, expenses and liabilities with respect thereto to their
reasonable satisfaction from the Certificateholders in accordance with Section
8.02 (iii) hereof and in accordance with each Pass-Through Trust Agreement,
shall use its best efforts to foreclose upon or otherwise comparably convert
the ownership of such Mortgaged Estate; shall manage, conserve and protect such
Mortgaged Estate for the purposes of its disposition and sale; and shall
dispose of such Mortgaged Estate as promptly as is reasonably possible. Upon
sale or other conveyance of all or any part of such Mortgaged Estate by the
Trustee, the Trust and the Pass-Through Trusts shall have no further right,
title or interest in the Mortgaged Estate, or portion thereof, so sold or
conveyed. Notwithstanding anything herein to the contrary, a default under one
Loan Agreement or the related Loan Documents shall not constitute a default
under any other Loan Agreement or other Loan Documents.

(b) Notwithstanding the foregoing, if the Trustee has
actual knowledge or reasonably believes that all or any part of a Mortgaged
Estate is affected by hazardous or toxic wastes or substances, the Trustee need
not cause the Trust to acquire title to such Mortgaged Estate in a foreclosure
or similar proceeding. In connection with such activities, the Trustee shall
follow such practices and procedures as it shall deem necessary or advisable,
as shall be normal and usual in trustee activities by leading national banking
associations, and, in particular, the Trustee may request such certificates of
appropriate public officials and agencies, if any, a history of such Mortgaged
Estate and its uses, other evidence reasonably satisfactory to the Trustee
showing that such Mortgaged Estate conforms to existing environmental laws,
regulations and rules, and that no conditions exist in, on or beneath the
surface of such Mortgaged Estate that are or might become hazardous materials,
and including but not limited to an environmental report or reports from a
company reasonably satisfactory to Trustee, showing the current state of
storage, disposal or release of any oil, fuels, gases, chemicals, trash,
garbage or other solid wastes or hazardous materials which report or reports
shall be based upon complete and thorough on-site inspections of such Mortgaged
Estate, including but not limited to investigations of the soil, surface water
and groundwater, to confirm the presence or absence of any hazardous materials
on or beneath the surface of such Mortgaged Estate or adjacent lands. Any
expenses incurred by Trustee in connection with obtaining any such certificates
or reports, if not paid by the Borrower, shall be Extraordinary Expense
Advances.

(c) The activities set forth in Section 4.07(a) are also
subject to the proviso that the Trustee may, but shall not be required to
expend its own funds in connection with any foreclosure or towards the
restoration of a Mortgaged Estate if it shall determine that (i) such
restoration or foreclosure will increase the Net Liquidation Proceeds of the
related Mortgage Loan to holders of the related Mortgage Notes after
reimbursement for such

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expenses and (ii) such expenses will be recoverable either through Liquidation
Proceeds or revenues from such Mortgaged Estate.

Section 4.08. Trustee Compensation. The Trustee's Fee shall be paid
pursuant to the terms of the Consent and Agreement[s]. The Trustee, as
compensation for its activities hereunder (other than those covered by the
Trustee's Fee), shall be entitled to receive amounts representing reimbursement
for Extraordinary Expense Advances and reimbursement for certain expenses, as
specified by Sections 3.02, 4.03(c) and 4.05(d).

Section 4.09. Rights of the Pass-Through Trustees. The Trustee shall
afford the Pass-Through Trustees, upon reasonable notice and during normal
business hours, access to all records maintained by the Trustee in respect of
its rights and obligations hereunder and access to officers of the Trustee
responsible for such obligations. Upon request, the Trustee shall furnish the
Pass-Through Trustees with its most recent publicly available financial
statements.

ARTICLE V
ADVANCES BY TRUSTEE

Section 5.01. Advances by Trustee. The Trustee may from time to time
following an Event of Default make such Extraordinary Expense Advances with
respect to the related Mortgage Loan as the Trustee in its sole discretion
deems advisable, provided, however, that it shall not be obligated to make any
such advances unless it is satisfied as to the availability of reimbursement
pursuant to the terms hereof or from the Certificateholders.

ARTICLE VI
THE DEPOSITOR

Section 6.01. Maintaining Corporate Existence of the Depositor. The
Depositor will keep in full effect its existence, rights and franchises as a
corporation, and will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Trust
Agreement, the Certificates or the Mortgage Notes and to perform its duties
under this Trust Agreement.

The Depositor will not, on or after the date of execution of this
Trust Agreement (i) engage in any business or investment activities other than
those necessary for, incident to, connected with or arising out of the
origination and sale of mortgage loans, (ii) incur any indebtedness, or (iii)
amend, or propose to its shareholders for their consent any amendment of, its
Certificate of Incorporation or Bylaws without giving notice thereof in writing
not less than 30 days nor more than 90 days prior to the date on

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<PAGE> 27
which such amendment is to become effective to Trustee and without first
obtaining the written consent of Trustee.

The Depositor shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties
pursuant to this Trust Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor may in its
discretion undertake any such action which it may deem necessary or desirable
with respect to this Trust Agreement and the rights and duties of the parties
hereto and the interests hereunder of the Pass-Through Trustees and the
Certificateholders.

ARTICLE VII
DEFAULT

Section 7.01. Events of Default. The occurrence of any event
constituting an event of default as defined in any Loan Document or any
Mortgage Note shall constitute an Event of Default under this Trust Agreement.
If an Event of Default shall occur and be continuing, then, and in each and
every such case, so long as the Event of Default shall not have been remedied
or waived, the Trustee, at the written direction of the Pass-Through Trustees
voting Percentage Interests aggregating not less than 66-2/3% of the related
Mortgage Notes, shall exercise any rights and remedies that it may have
pursuant to such Mortgage Notes or any [related] Loan Document, as modified by
the provisions of this Trust Agreement, or at law or in equity, including
injunctive relief and specific performance, provided that if as a result of the
occurrence of an Event of Default, the Trustee acquires any property other than
cash, whether pursuant to foreclosure or otherwise, the Trustee shall sell such
property as promptly as is reasonably possible. [A failure to pay with respect
to any Mortgage Note or a default under any Loan Document will not constitute a
default under any unrelated Mortgage Note or under any unrelated Loan Documents
and will not give rise to any right of the Trustee to exercise any remedies
with respect to such unrelated Mortgage Note or unrelated Loan Documents.] The
Trustee will have

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<PAGE> 28
no obligation to take any action or institute, conduct or defend any litigation
under this Trust Agreement at the request, order or direction of the
Pass-Through Trustees unless Holders of Certificates representing not less than
66-2/3% of the Certificate Balance of all Certificates have offered to the
Trustee reasonable indemnity pursuant to Section 8.02(iii) against the costs,
expenses and liabilities which the Trustee may incur. The Trustee shall apply
the proceeds recovered in the enforcement of the rights and remedies under this
Trust Agreement in accordance with the terms of this Trust Agreement.

Section 7.02. Waiver of Defaults. The Trustee, at the written
direction of the Pass-Through Trustees voting Percentage Interests aggregating
not less than 66-2/3% of the related Mortgage Notes, shall waive any default
hereunder or under any Mortgage Note or Loan Document and the consequences of
any such default, except that a default in the making of any required payment
on the Mortgage Notes may only be waived by the affected Pass-Through Trustees.
The Trustee shall have no authority to exercise the right of waiver if, as a
result thereof, this Trust would become taxable as an association within the
meaning of Treasury Regulation Section 301.7701-2 or a Pass-Through Trust would
fail to be characterized as a trust for federal income tax purposes. The
Trustee may rely upon an Opinion of Counsel as set forth in Section 8.02 if it
reasonably believes that such an act may cause the Trust to become taxable as
an association within the meaning of Treasury Regulation Section 301.7701-2 or
cause or a Pass-Through Trust to fail to be characterized as a trust for
federal income tax purposes. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been remedied for every purpose of this Trust Agreement. No
such waiver shall extend to any subsequent Event of Default or impair any right
consequent thereon except to the extent expressly so waived.

Section 7.03. Notification to Pass-Through Trustees. The Trustee
shall notify the Pass-Through Trustees of any Event of Default known to the
Trustee within five (5) Business Days after obtaining knowledge thereof, unless
such Event of Default has been cured or waived before the giving of such
notice.

Section 7.04. Rights of Pass-Through Trustees to Direct Proceedings.
Anything in this Trust Agreement to the contrary notwithstanding, the
Pass-Through Trustees voting Percentage Interests aggregating not less than
66-2/3% of the [affected] Mortgage Notes shall have the right, at any time
during the continuance of an Event of Default, by an instrument or instruments
in writing executed and delivered to the Trustee, to direct the time, place and
method of conducting all proceedings to be taken in connection with the
enforcement of the terms and conditions of the Loan Documents; provided
that such direction shall not be otherwise than in accordance with the
provisions of law and the Loan Documents and provided that Holders of
Certificates representing not less than 66-2/3% of the Certificate Balance of

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<PAGE> 29
all Certificates shall have provided to the Trustee reasonable indemnity
pursuant to Section 8.02 (iii) against the costs, expenses and liabilities
which the Trustee may incur in connection with such proceedings.

Section 7.05. Remedies Cumulative. No remedy given hereunder to the
Trustee or to the Pass-Through Trustees shall be exclusive of any other remedy
or remedies, and each such remedy shall be cumulative and in addition to every
other remedy given hereunder or now or hereafter given by statute, law, equity
or otherwise.

Section 7.06. Trustee Default. In the event of any breach by the
Trustee of its obligations pursuant to this Trust Agreement, the
Certificateholders and the Depositor shall be entitled to exercise all rights
and remedies to which they may be entitled at law or in equity.

Section 7.07. Notice to Tenant[s] [and Kmart]. The Trustee shall
promptly notify the [related] [Tenant and] Kmart of the exercise of any
remedies under this Trust Agreement under any Mortgage Note or under any Loan
Document. Failure to give such notice shall not impair or limit the Trustee's
right to pursue any such remedies or any other right or remedy to which it may
be entitled.

ARTICLE VIII
CONCERNING THE TRUSTEE

Section 8.01. Duties of Trustee. The Trustee, prior to the
occurrence of an Event of Default and after the curing of all Events of
Default which may have occurred, undertakes to perform such duties and only
such duties as are specifically set forth in this Trust Agreement. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Trust
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of
such man's own affairs. No permissive rights of the Trustee shall be construed
as a mandatory duty of the Trustee. If the Trustee becomes aware of the
occurrence of any event which, with the giving of notice and, if applicable,
the passage of time without cure, would constitute an event of default as
defined in any Loan Document, the Trustee, if it is an appropriate party (or
an assignee of an appropriate party) to give such notice, is authorized and
directed to give such notice in accordance with such Loan Document.

The Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Trust Agreement, shall examine them to determine whether they
conform to the requirements of this Trust Agreement and if they are deemed to
be deficient, Trustee shall request cure of any such deficiency within a
reasonable period of time for such cure. If such deficiency is not cured to
the satisfaction of Trustee, the Trustee may treat the requirement pursuant to
which such instrument is furnished as not having been satisfied.

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<PAGE> 30
No provision of this Trust Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

(i) Prior to the occurrence of an Event of Default, and
after the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined solely
by the express provisions of this Trust Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Trust Agreement, and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to
the requirements of this Trust Agreement;

(ii) The Trustee shall not be personally liable for an
error of judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;

(iii) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of Pass-Through Trustees voting
Percentage Interests aggregating not less than 66-2/3% of the [affected]
Mortgage Notes as to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Trust Agreement; and

(iv) The Trustee shall have no authority to perform any
act which, if consummated, would cause the entity created hereunder to become
taxable as an association within the meaning of Treasury Regulation Section
301.7701-2 or would cause the entity created under any Pass-Through Trust
Agreement to fail to be characterized as a trust for federal income tax
purposes. The Trustee may rely upon an Opinion of Counsel, as set forth in
Section 8.02, if it reasonably believes that such an act may cause the Trust to
become taxable as an association within the meaning of Treasury Regulation
Section 301.7701-2 or would cause a Pass-Through Trust to fail to be
characterized as a trust for federal income tax purposes. Nothing in this
Section 8.01(iv) is intended to prevent the Trustee from exercising any right
or remedy to which it is entitled hereunder or under any Loan Document.

The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any rights or powers, if there is reasonable
grounds for believing that the repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.

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Section 8.02. Certain Matters Affecting Trustee. Except as otherwise
provided in Section 8.01:

(i) The Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;

(ii) The Trustee may consult with counsel, and any
Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such Opinion of Counsel, provided that any cost
incurred by the Trustee shall be reimbursable only to the extent provided in
Sections 3.02, 4.03(c), 4.05(d) and 4.08 hereof;

(iii) The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it by this Trust Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Pass-Through Trustees pursuant to
the provisions of this Trust Agreement, unless Certificateholders representing
not less than 66-2/3% of the Certificate Balance of all Certificates shall have
offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; the right of the Trustee
to perform any discretionary act enumerated in this Trust Agreement shall not
be construed as a duty; and the Trustee shall not be answerable for other than
negligence or willful misconduct in performance of such act. Nothing contained
herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured or waived), to
exercise such of the rights and powers vested in it by this Trust Agreement,
and to use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of such man's own
affairs;

(iv) The Trustee shall not be personally liable for any
action taken, suffered or omitted by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred
upon it by this Trust Agreement;

(v) Except with respect to notice of deficient or
missing documents described in Section 2.02, prior to the occurrence of an
Event of Default hereunder and after the curing or waiver of all Events of
Default which may have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing so to do
by Pass-Through Trustees voting Percentage

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<PAGE> 32
Interests aggregating not less than 66-2/3% of the [affected] Mortgage Notes;
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Trust
Agreement, the Trustee may require reasonable indemnity against such expense or
liability as a condition to such proceeding. The reasonable expense of every
such investigation shall be paid by the Certificateholders of the Pass-Through
Trusts requesting the investigation; and

(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys.

Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loan[s]. The recitals contained herein, in the Pass-Through Trust Agreements
and in the Certificates shall be taken as the statements of the Depositor and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations or warranties as to the validity or sufficiency of this
Trust Agreement (except that this Trust Agreement shall be duly and validly
executed by the Trustee), the Pass-Through Trust Agreements, the Certificates,
the Mortgage Loan[s] or related documents (other than pursuant to Section 2.02
hereof). The Trustee shall not be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to or at the
direction of the Depositor with respect to the Mortgage Loan[s].

Section 8.05. Trustee's Fee and Expenses. The Trustee shall be
entitled to reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust) for all services rendered by it in the execution of the trust hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and the Trustee shall be reimbursed for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Trust Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ), but solely from the Trustee's Fee
and amounts available as provided in Section 3.02 and in the Rental Payment
Account(s) and Mortgage Note Accounts as provided herein. Notwithstanding the
above, no such expense, disbursement or advance shall be reimbursable as may
arise from Trustee's negligence or bad faith.

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<PAGE> 33
Section 8.06. Action by Co-Trustee. At any time or times, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property may at the time be located or in which any action of the
Trustee may be required to be performed or taken, the Trustee, by an instrument
in writing signed by it, may appoint one or more Persons ("Co-Trustee") to act
as a separate trustee or co-trustee, acting jointly with the Trustee, of all
or any part of such Trust Property, to the full extent that local law makes it
necessary for such separate trustee or separate trustees or co-trustee acting
jointly with the Trustee to act. The Co-Trustee shall act as and be such upon
the following terms and conditions:

(a) Subject to the provisions of Section 8.14, all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed solely upon and solely exercised and performed by
the Trustee except as expressly provided otherwise in this Trust Agreement and
except to the extent that under any law or any jurisdiction in which any
particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations shall be exercised and performed by the Co-Trustee;

(b) No power granted by this Trust Agreement to, or which
this Trust Agreement provides may be exercised by, the Co-Trustee shall be
exercised by the Co-Trustee except jointly with, or with the consent in writing
of, the Trustee, anything contained to the contrary notwithstanding; and

(c) The Co-Trustee may at any time by an instrument in
writing, constitute the Trustee or its successor in trust hereunder its agent
or attorney-in-fact, with full power and authority, to the extent which may be
permitted by law, to do any and all acts and things and exercise any and all
discretion which it is authorized or permitted to do or exercise, for and in
its behalf and in its name.

Section 8.07. Eligibility Requirements for Trustee. The Trust shall
at all times have a Trustee which shall be a corporation organized and doing
business under the laws of a state or the United States of America, authorized
under such laws to exercise corporate trust powers, having (or, in the case of
a corporation included in a bank holding company system, the related bank
holding company shall have) a combined capital and surplus of at least
$50,000,000 in the case of United States Trust Company of New York, and of at
least $100,000,000 in the case of any successor trustee and subject to
supervision or examination by federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of

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<PAGE> 34
condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.08.

Section 8.08. Resignation and Removal of Trustee. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor and the Pass-Through Trustees for
distribution to the Certificateholders. Upon receiving such notice of
resignation, the Depositor or the Pass-Through Trustees voting Percentage
Interests aggregating not less than 66-2/3% of the Mortgage Notes shall
promptly appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

If at any time any of the following events occur:

(a) the Trustee ceases to be eligible in accordance with the
provisions of Section 8.07 and fails to resign after written request therefor
by the Depositor or by a Pass-Through Trustee at the direction of any
Certificateholder who has been a bona fide Certificateholder for at least six
months; or

(b) the Trustee becomes incapable of acting, or shall be adjudged
a bankrupt or insolvent, or a receiver of the Trustee or of its property shall
be appointed, or any public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of rehabilitation, conservation
or liquidation;

then, in any such case, the Depositor or the Pass-Through Trustees may remove
the Trustee and appoint a successor trustee by written instrument, in
triplicate, one copy of which instrument shall be delivered to the Trustee so
removed one copy to Depositor, and one copy to the successor trustee.

The Pass-Through Trustees voting Percentage Interests aggregating not
less than 66-2/3% of the Mortgage Notes may at any time remove the Trustee and
appoint a successor trustee by written instrument or instruments, in
triplicate, signed by such Pass-Through Trustees, one complete set of which
instruments shall be delivered to the Trustee so removed, one complete set to
Depositor and one complete set to the successor so appointed.

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<PAGE> 35
Section 8.09. Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 or 8.08 shall execute, acknowledge and deliver to the
Pass-Through Trustees, to the Certificateholders and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the same effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee the Loan Documents, the Mortgage
File and any other documents and statements held by it hereunder, and the
Depositor and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties and obligations.

No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.07.

Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Registers. If the Depositor fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.

Section 8.11. Resignation of Co-Trustee. The Co-Trustee or any of
its successors may resign, and may be discharged of the trusts created by this
Trust Agreement by giving written notice thereof to the Pass-Through Trustees
and to the Trustee.

Such resignation shall take effect immediately upon the acceptance of
appointment by a Person succeeding to the office of the Co-Trustee appointed
by the Trustee.

Section 8.12. Removal of Co-Trustee. The Co-Trustee or any of its
successors may be removed at any time by the Trustee or the Pass-Through
Trustees voting Percentage Interests aggregating not

31
<PAGE> 36
less than 66-2/3% of the Mortgage Notes, by delivery of a notice of such
removal to the Co-Trustee, to the Depositor, and to the Trustee, signed by such
Pass-Through Trustees, and such removal shall be effective upon the date
specified in such notice, and the Co-Trustee's duties and obligations hereunder
shall thereupon cease, except as specified in Section 8.14.

Section 8.14. Succession of Successor to Co-Trustee. Any Person
appointed as a successor to the Co-Trustee shall execute, acknowledge and
deliver to the Pass-Through Trustees, its predecessor, to the Trustee and to
the Depositor, an instrument accepting such appointment hereunder, and
thereupon such Person without any further act, deed or conveyance shall become
vested with all estates, properties, rights, powers, duties and trusts of its
predecessor in the trusts hereunder with like effect as if originally named as
Co-Trustee herein; but nevertheless, on the written request of the Depositor or
Pass-Through Trustees voting Percentage Interests aggregating not less than
66-2/3% of the Mortgage Notes or of the Trustee or of the new Co-Trustee, the
predecessor shall execute and deliver an instrument transferring to the new
Co-Trustee, upon the trusts expressed in this Trust Agreement, all the estates,
properties, rights, powers and trusts granted to it by this Trust Agreement and
shall duly assign, transfer, deliver and pay over to the new Co-Trustee any
property and money subject to the lien of this Trust Agreement held by such
predecessor. Should any instrument in writing from the Depositor or from the
Pass-Through Trustees voting Percentage Interests aggregating not less than
66-2/3% of the Mortgage Notes or from the Trustee be required by any person who
becomes the Co-Trustee for more fully and certainly vesting in and confirming
to such Co-Trustee such estates, properties, rights, powers and trusts, then,
on request, any and all such instruments in writing shall be made, executed,
acknowledged and delivered by the Depositor and/or the Trustee.

Any Co-Trustee which has resigned or been removed shall nevertheless
retain all rights of indemnity granted hereunder.

ARTICLE IX
TERMINATION

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<PAGE> 37
Loan[s] including the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of [the] [any] Mortgage Loan and the remittance of
all funds due hereunder; provided, however, that in no event shall the Trust
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof. Upon final
payment on the Mortgage Notes, the Trustee shall obtain from the Pass-Through
Trustees the Mortgage Notes for cancellation.

ARTICLE X
SUPPLEMENTS AND AMENDMENTS TO THIS
TRUST AGREEMENT AND OTHER DOCUMENTS;
ADDITIONAL AGREEMENTS OF TRUSTEE

Section 10.01. Supplemental Trust Agreement Without Consent of
Pass-Through Trustees. The Depositor and the Trustee, at any time and from
time to time, with the consent of Kmart (which shall not be unreasonably
withheld or delayed) but without the consent of the Pass-Through Trustees or
Certificateholders, may enter into one or more trust agreements supplemental
hereto for one or more of the following purposes:

(a) to evidence the succession of another Person to the
Depositor, or successive successions, and the assumption by the
successor of the covenants, agreements and obligations of the
Depositor herein;

(b) to add any covenants, restrictions, conditions or
provisions with respect to the Depositor as the Trustee shall consider
to be for the protection of the Pass-Through Trustees and the
Certificateholders;

(c) to surrender any rights or power conferred herein upon
the Depositor herein or to add to the rights of the Pass-Through
Trustees for the benefit of the Certificateholders;

(d) to correct or amplify the description of any property at
any time that constitutes Trust Property or better to assure, convey
and confirm unto the Trustee any such property to be included in any
such Trust Property, or to acknowledge any change relating to title to
the Mortgaged Estate which does not materially adversely affect the
rights of the Certificateholders;

(e) to evidence and provide for the acceptance and
appointment hereunder of a successor trustee and to add to or change
any of the provisions hereof as may be necessary to provide for
or facilitate the administration of the Trust by more than one
trustee pursuant to Section 8.14; or

(f) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other

33
<PAGE> 38
provision herein, or to make any other provisions with respect to
matters or questions arising under this Trust Agreement, provided that
such action pursuant to this Section 10.01(f) shall not materially
adversely affect the Pass-Through Trustees or the Certificateholders;

provided that no such supplemental agreement shall cause the Trust to become
taxable as an association within the meaning of Treasury Regulation Section
301.7701-2 or cause a Pass-Through Trust to fail to be characterized as a trust
for federal income tax purposes.

Section 10.02. Supplemental Agreements With Consent of Pass-Through
Trustees. With the consent of the Pass-Through Trustees voting Percentage
Interests of not less than 66-2/3% of the Mortgage Notes, the Depositor and the
Trustee may, from time to time and at any time, enter into an agreement or
agreements supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Trust
Agreement or of any agreements supplemental hereto or of modifying in any
manner the rights of the Pass-Through Trustees and the Certificateholders;
provided, however, that no such supplemental agreement shall cause the Trust to
become taxable as an association within the meaning of Treasury Regulation
Section 301.7701-2 or cause a Pass-Through Trust to fail to be characterized as
a trust for federal income tax purposes; and provided further that, except as
expressly permitted under the terms of this Trust Agreement, without the
consent of each Certificateholder affected thereby and, with respect to (b) and
(unless there is a monetary default under the [related] Lease) (c) below,
Kmart, no such amendment of or supplement to this Trust Agreement or
modification of the terms of, or consent under, any thereof, shall

(a) modify any of the provisions of Section 7.03 or this
Section 10.02, or the definition of "Pass-Through Trust," "Pass-
Through Trustee," or "Certificateholder" as set forth in Article I
hereof;

(b) modify the definition of "Percentage Interest" as set
forth in Article I hereof or reduce the Percentage Interest vote that
is required for any such supplement to this Trust Agreement, or the
consent required from the Pass-Through Trustees for any waiver
provided for in this Trust Agreement;

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<PAGE> 39
(c) reduce the amount or extend the time of payment of any
amount owing or payable under the Mortgage Notes;

(d) impair the right of any Pass-Through Trustee or
Certificateholder to commence legal proceedings to enforce a right to
receive payment on a Mortgage Note; or

(e) create or permit the creation of any lien on the Trust
Property or any part thereof [(other than the Second Mortgage and the
Option Agreement)], or deprive any Certificateholder of the benefit of
this Trust Agreement, whether by disposition of such Trust Property or
otherwise.

Upon the request of the Depositor and upon the filing with the Trustee
of evidence of the vote of the Pass-Through Trustees, and the consent of the
Certificateholders and Kmart, if applicable, required under this Section, the
Trustee shall join with the Depositor in the execution of such supplemental
agreement unless such supplemental agreement affects the Trustee's own rights,
duties or immunities under this Trust Agreement or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental agreement.

It shall not be necessary for the vote of the Pass-Through Trustees
under this Section to approve the particular form of any proposed supplemental
agreement, and it shall be sufficient if such consent shall approve the
substance thereof. Kmart shall be entitled to receive a copy of the form of
proposed supplemental agreement.

Promptly after the execution by the Depositor and the Trustee of any
supplemental agreement pursuant to the provisions of this Section, the Trustee
shall deliver a notice to the Pass-Through Trustees for distribution to the
Certificateholders, which notice shall set forth in general terms the substance
of such supplemental agreement. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental agreement.

Section 10.03. Effect of Supplemental Agreement. Upon the execution
of any supplemental agreement pursuant to the provisions hereof, this Trust
Agreement shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Trust Agreement of the Trustee, the Depositor, the
Pass-Through Trustees and the Certificateholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental agreement shall be and be deemed to be part of the terms and
conditions of this Trust Agreement for any and all purposes. The Trustee shall
deliver to Kmart a true and correct copy of the final form of supplemental
agreement as executed by the Depositor and the Trustee.

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<PAGE> 40
Section 10.04. Documents to Be Given to Trustee. The Trustee,
subject to the provisions of Sections 8.02, may receive an Officer's
Certificate and an Opinion of Counsel as conclusive evidence that any such
supplemental agreement complies with the applicable provisions of this Trust
Agreement.

Section 10.05. Granting of Easements. The Trustee, at the direction
of [the] [a] Tenant and the [related] Borrower, may grant, release, modify or
amend easements, licenses, rights-of-way, dedications and other rights or
privileges in the nature of easements with respect to the [related] Mortgaged
Estate, which the Trustee determines do not materially adversely affect the
security of the Trust Property. The Trustee shall, upon request of [such]
Tenant, certify that the rights or privileges so granted or released are no
longer part of the Trust Property for purposes of this Trust Agreement.

ARTICLE XI
MISCELLANEOUS PROVISIONS

Section 11.02. Recordation of Agreement. To the extent required by
applicable law, this Trust Agreement is subject to recordation in appropriate
public offices for real property records in the county or other comparable
jurisdiction in which [the] [each] Mortgaged Estate is situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Pass-Through Trusts and Certificateholders or is necessary in connection with
the [related] Mortgage Loan.

Section 11.03. Duration of Agreement. This Trust Agreement shall
continue in existence and effect until terminated as herein provided.

SECTION 11.04. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

Section 11.05. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to

36
<PAGE> 41
have been duly given if personally delivered at or mailed by first class or
registered mail, postage prepaid, to (i) in the case of the Depositor,
National Tenant Finance Corporation, 40 North Central Avenue, Suite 2700,
Phoenix, Arizona 85004-4441, Attention: Norman C. Storey, and (ii) in the case
of the Trustee or a Pass-Through Trustee, United States Trust Company of New
York, c/o U.S. Trust Company of California, N.A., Suite 2700, 555 South Flower
Street, Los Angeles California 90071 Attention: Corporate Trust Division, or
such other addresses as such Persons may hereafter designate. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
registered mail, postage prepaid, or by express delivery service, at the
address of such Certificateholder as shown in the related Certificate Register.
A copy of each notice of an Event of Default and all other notices or
communications hereunder, including the text of any proposed or final amendment
or supplement to this Trust Agreement, given by or to the Certificateholders,
the Trustee or the Depositor shall be contemporaneously transmitted to Kmart,
3100 West Big Beaver Road, Troy, Michigan 48084, Attention: Vice President -
Real Estate, or to such other address as Kmart may have designated by written
notice to the Trustee. The provisions of the foregoing sentence are for the
express benefit of Kmart, shall be enforceable by it, and may not be modified
or eliminated without its consent.

Section 11.06. Counterparts. For the purpose of facilitating the
recordation of this Trust Agreement as herein provided and for other purposes,
this Trust Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.

Section 11.07. Submission to Jurisdiction. Each party hereto hereby
consents to the jurisdiction of any state or federal court located within the
County of New York, State of New York and irrevocably agrees that all actions
or proceedings relating to this Trust Agreement may be litigated in such courts
and each such party waives any objection which it may have based on improper
venue or forum non conveniens to the conduct of any proceeding in any such
court, waives personal service of any and all process upon it and consents that
all such service or process be made by registered or certified mail (return
receipt requested) or messengered to it at its address set forth in Section
11.08 or to its Agent referred to below at such Agent's address set forth below
and that service so made shall be deemed to be completed in accordance with
Section 11.08. Each party hereto hereby appoints the Prentice Hall Corporation
System, Inc., with an office on the date hereof at 15 Columbus Circle, New
York, New York 11023 as its Agent for the purpose of accepting service of any
process within the State of New York and shall execute any confirmation thereof
requested by the other party hereto. Nothing in this Section shall affect the
right of any party hereto to serve legal process in any other manner permitted
by law to bring any action or proceeding in the courts of any jurisdiction
against the other party or to enforce a judgment obtained in the courts of any
other jurisdiction.

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<PAGE> 42
Section 11.08. Gender; Number. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the context shall require.

Section 11.09. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Depositor to the Trustee to take any
action under this Trust Agreement, the Depositor shall furnish to the Trustee:

(b) an Opinion of Counsel stating that, in the opinion of such
counsel all such conditions precedent have been complied with.

Section 11.10. Statements Required in Certificate or Opinion. Each
Officers' Certificate and Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Trust Agreement shall include:

(a) a statement that each Person making such Officers' Certificate
or Opinion of Counsel has read such covenant or condition;

(b) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such Officers' Certificate or Opinion of Counsel are based;

(c) a statement that, in the opinion of each such Person, he has
made such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

(d) a statement that, in the opinion of such Person, such covenant
or condition has been complied with; provided, however, that with respect to
matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or
certificates of public officials.

Section 11.11. Benefits of Trust Agreement. Nothing in this Trust
Agreement express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Pass-Through Trustees and the
Certificateholders, any benefit or any legal or equitable right, remedy or
claim under this Trust Agreement.

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<PAGE> 43
IN WITNESS WHEREOF, the Depositor and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.

NATIONAL TENANT FINANCE CORPORATION, a
Delaware corporation

By_______________________________
Name_____________________________
Title____________________________

UNITED STATES TRUST COMPANY OF NEW YORK, a
New York banking corporation

By_______________________________
Name_____________________________
Title____________________________

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<PAGE> 44
STATE OF _______________ ]
] ss.
CITY OF ________________ ]

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

[NOTARIAL SEAL]
_______________________________
Notary Public

My Commission Expires:

______________________

STATE OF _______________ ]
] ss.
CITY OF ________________ ]

On the ____ day of _________, 199_ before me, a Notary Public in
and for said State, personally appeared ______________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as to be a ______________ on behalf of UNITED
STATES TRUST COMPANY OF NEW YORK, a New York banking corporation, and
acknowledged to me that such association executed the within instrument
pursuant to its Bylaws or a resolution of its Board of Directors.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.

[NOTARIAL SEAL]
_______________________________
Notary Public

My Commission Expires:

______________________

<PAGE> 45
EXHIBIT A-1
MORTGAGE NOTE SCHEDULE

<TABLE>
<S> <C> <C> <C>
(i) Borrower Name -

(ii) Mortgaged Estate - See Exhibit A attached
hereto

(iii) Maturity Date - _____ __, 20__

(iv) Rate - ____%

(v) First Due Date - ________ __, 199_

(vi) Mortgage Payments - See Exhibit B attached
hereto

(vii) Original Principal
Balance of Mortgage
Note - $_______________
</TABLE>

<PAGE> 46
EXHIBIT A-3
CONTENTS OF MORTGAGE FILE

With respect to the Mortgage Loan, the Mortgage File shall
include each of the following items:

<PAGE> 47
EXHIBIT A-4
CAPITALIZED DEBT SERVICE ACCOUNT SCHEDULE

<TABLE>
<S> <C> <C> <C>
(i) Borrower Name -

(ii) Tenant Name -

(iii) Payments:

Date Amount
---- ------

$
</TABLE>

<PAGE> 48
EXHIBIT C
FORM OF TRUSTEE CERTIFICATION

_______ __, 199_

National Tenant Finance Corporation
40 North Central Avenue
Suite 2700
Phoenix, Arizona 85004-4441

Re: Collateral Trust Agreement ("Trust Agreement") dated as of
_______ __, 1994 by and between National Tenant Finance
Corporation, as Depositor, and United States Trust Company
of New York as Trustee, Mortgage Pass-Through Certificates
(____________________) Series 199_-_ and Series 199_-_

Gentlemen:

In accordance with Section 2.02 of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that, as to the Mortgage Notes listed
in the Mortgage Note Schedule, it has reviewed the related Loan Documents and
the Mortgage Note Schedule and has determined that:

(i) All Loan Documents required to be delivered to the Trustee
pursuant to Section 2.01 of the Trust Agreement are in its possession;
and

(ii) Such documents have been reviewed by it and such documents
do not contain any omissions, defects or irregularities within the
meaning of Sections 2.01 or 2.02 of the Trust Agreement.

The Trustee further certifies that, as to the Mortgage Loan[s], the
Trustee has no notice or knowledge (a) of any claims, liens or encumbrances on
the Mortgage Notes adverse to the Pass-Through Trustees, (b) that the Mortgage
Notes were overdue or have been dishonored, (c) of evidence on the face of the
Mortgage of any security interest or other right or interest therein or in the
Mortgage Notes, or (d) of any defense against or claim to the Mortgage Notes by
any other party.

The Trustee has made no independent examination of any Loan Documents
beyond the review specifically required in the Trust Agreement. The Trustee
makes no representations or warranties as to the validity, legality,
sufficiency, enforceability or genuineness of any of the Loan Documents
(other than the statements made herein) or the collectibility, insurability,
effectiveness or suitability of the Mortgage Loan[s].

C-1
<PAGE> 49
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement.

UNITED STATES TRUST COMPANY OF
NEW YORK

By_____________________________
Name___________________________
Title__________________________

C-2

<PAGE> 1
EXHIBIT 4.6

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

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

LOAN AGREEMENT

Among

---------------------------------------
("BORROWER")

[---------------------------------------]
[("GENERAL PARTNER")]

and

----------------------------------------
("LENDER")

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

Dated as of: , 19
---------- --

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

<PAGE> 2

TABLE OF CONTENTS

SECTION 1. RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Demised Premises . . . . . . . . . . . . . . . . . 1
1.2 Note[s] and Loan Documents . . . . . . . . . . . . 1
1.3 Note Put Agreement . . . . . . . . . . . . . . . . 2
1.4 Making the Loan . . . . . . . . . . . . . . . . . 2
1.5 Sale and Assignment of Loan . . . . . . . . . . . 2

SECTION 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 3. PREPAYMENT OF NOTE[S]; APPLICATION OF PROCEEDS . . . . . 11
3.1 Optional Prepayment . . . . . . . . . . . . . . . 11
3.2 Notice of Prepayment . . . . . . . . . . . . . . 11
3.3 Mandatory Prepayments . . . . . . . . . . . . . . 11
3.4 Other Prepayments . . . . . . . . . . . . . . . . 11
3.5 Application of Proceeds . . . . . . . . . . . . . 12

SECTION 4. LOAN TERMS . . . . . . . . . . . . . . . . . . . . . . . 12
4.1 Maturity . . . . . . . . . . . . . . . . . . . . 12
4.2 Interest Rate; Payments . . . . . . . . . . . . . 13
4.3 No Deductions . . . . . . . . . . . . . . . . . . 13

SECTION 5. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . 13
5.1 Status of Borrower [and General Partner] . . . . . 13
5.2 Authority; Enforceability . . . . . . . . . . . . 14
5.3 Consents . . . . . . . . . . . . . . . . . . . . 15
5.4 Liens, Security Interests and Assignments . . . . 15
5.5 Noncontravention; Material Default . . . . . . . 16
5.6 No Actions, Suits or Proceedings;
Violation or Default . . . . . . . . . . . . . . 16
5.7 Financial Condition . . . . . . . . . . . . . . . 16
5.8 Taxes, Etc . . . . . . . . . . . . . . . . . . . 17
5.9 Licenses, Permits and Approvals . . . . . . . . . 17
5.10 Use of Proceeds . . . . . . . . . . . . . . . . 17
5.11 Other Agreements . . . . . . . . . . . . . . . . 17
5.12 ERISA . . . . . . . . . . . . . . . . . . . . . 17
5.13 Investment Company . . . . . . . . . . . . . . . 17
5.14 Lease Documents . . . . . . . . . . . . . . . . 18
5.15 Land Ingress and Egress . . . . . . . . . . . . 18
5.16 Subdivision of Land . . . . . . . . . . . . . . 18
5.17 Compliance . . . . . . . . . . . . . . . . . . . 18
5.18 Insolvency . . . . . . . . . . . . . . . . . . . 18
5.19 Title to Land; Liens . . . . . . . . . . . . . . 18
5.20 Borrower Activities . . . . . . . . . . . . . . 18
5.21 Environmental Legal Requirements . . . . . . . . 19
5.22 No Reliance . . . . . . . . . . . . . . . . . . 19
5.23 Full Disclosure; Survival of
Representations and Warranties . . . . . . . . . 19

<PAGE> 3
SECTION 6. CONDITIONS PRECEDENT TO LOAN DISBURSEMENT . . . . . . . . 20
6.1 Conditions Precedent to Loan . . . . . . . . . . . 20
6.2 Opinion of Counsel . . . . . . . . . . . . . . . . 24
6.3 Satisfactory Proceedings . . . . . . . . . . . . . 25
6.4 Representations and Warranties . . . . . . . . . . 25
6.5 No Defaults . . . . . . . . . . . . . . . . . . . 25
6.6 Rating . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 7. DISBURSEMENTS. . . . . . . . . . . . . . . . . . . . . . . 25
7.1 Advance by Lender . . . . . . . . . . . . . . . . . 25
7.2 [Capitalized Debt Service Reserve] . . . . . . . . . 25

SECTION 8. [THE CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . 26
8.1 Time for Completion . . . . . . . . . . . . . . . . 26
8.2 Changes in Plans and Specifications or
Cost Budget . . . . . . . . . . . . . . . . . . . . 27
8.3 Contractor/Materialmen Lists . . . . . . . . . . . 27
8.4 Incorporation in Land and Improvements . . . . . . 27
8.5 Completion of Project . . . . . . . . . . . . . . . 27
8.6 No Liens Permitted . . . . . . . . . . . . . . . . 28
8.7 Certification/Acceptance] . . . . . . . . . . . . . 28
[8.8] Additional Covenants [Regarding Construction] . . . 29

SECTION 9. ADDITIONAL BORROWER AND GENERAL PARTNER COVENANTS . . . . 30
9.1 Borrower and General Partner Existence . . . . . . 30
9.2 Information; Financial Reports . . . . . . . . . . 31
9.3 Restriction of Borrower Activities . . . . . . . . 32
9.4 Ownership of Project; No Encumbrances . . . . . . . 33
9.5 Recording . . . . . . . . . . . . . . . . . . . . . 34
9.6 Termination of the Lease Documents . . . . . . . . 34
9.7 Amendments to Lease or Lease Guaranty . . . . . . . 35
9.8 Litigation; Default . . . . . . . . . . . . . . . . 35
9.9 Insurance . . . . . . . . . . . . . . . . . . . . . 35
9.10 Partnership Matters of Borrower . . . . . . . . . . 36
9.11 [Corporate Matters of the General Partner] . . . . . 37
9.12 Change in Entity or Management . . . . . . . . . . 37
9.13 Reimbursement of Certain Legal Expenses . . . . . . 37
9.14 Tenant Estoppels. . . . . . . . . . . . . . . . . . 38

SECTION 10. DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . 38
10.1 Events of Default . . . . . . . . . . . . . . . . . 38
10.2 Lender's Remedies . . . . . . . . . . . . . . . . . 41
10.3 Inspections of Improvements, Events of Default . . 41
10.4 Reimbursement of Lender . . . . . . . . . . . . . . 41
10.5 Cumulative Remedies . . . . . . . . . . . . . . . . 42
10.6 Inspection of Books and Record . . . . . . . . . . 42
10.7 Recapture . . . . . . . . . . . . . . . . . . . . . 43

<PAGE> 4
SECTION 11. BORROWER LIABILITY . . . . . . . . . . . . . . . . . . . . 43
11.1 Recourse Limitation . . . . . . . . . . . . . . . . 43
11.2 Loss of Limited Recourse . . . . . . . . . . . . 44
11.3 Judicial or Other Proceedings . . . . . . . . . . . 44

SECTION 12. WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . 45
12.1 Waiver by Borrower and General Partner . . . . . . 45
12.2 Waiver by Lender . . . . . . . . . . . . . . . . . 45
12.3 Waiver of Jury Trial . . . . . . . . . . . . . . . 45

SECTION 13. ACTION UPON AGREEMENT; ENTIRE AGREEMENT; AGREEMENT
FOR PARTIES' BENEFIT . . . . . . . . . . . . . . . . . . . 45

SECTION 14. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . 46
14.1 General . . . . . . . . . . . . . . . . . . . . . . 46
14.2 Consent to Assignment . . . . . . . . . . . . . . . 46

SECTION 15. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.1 Registered Note[s] . . . . . . . . . . . . . . . . 48
15.2 Exchange of Notes . . . . . . . . . . . . . . . . . 48
15.3 Loss, Theft, Etc., of Note . . . . . . . . . . . . 48
15.4 Time of Essence; Counterparts . . . . . . . . . . . 49
15.5 Governing Effect . . . . . . . . . . . . . . . . . 49
15.6 Notices . . . . . . . . . . . . . . . . . . . . . . 49
15.7 Lender as Borrower's Attorney-in-Fact . . . . . . . 49
15.8 Lender's Rights . . . . . . . . . . . . . . . . . . 50
15.9 [Posting Financing Sign] . . . . . . . . . . . . . . 50
15.10 Borrower Indemnification . . . . . . . . . . . . . 50
15.11 Controlling Provision . . . . . . . . . . . . . . . 50
15.12 Section Headings . . . . . . . . . . . . . . . . . 51
15.13 Applicable Law . . . . . . . . . . . . . . . . . . 51
15.14 Submission to Jurisdiction . . . . . . . . . . . . 52
15.15 Severability . . . . . . . . . . . . . . . . . . . 52
15.16 Further Assurances . . . . . . . . . . . . . . . . 52

<PAGE> 5

LOAN AGREEMENT

BY THIS AGREEMENT ("Agreement"), made and entered into as of the ____
day of _____, 19__ by and among ____________________
("Borrower"), a ____________ limited [partnership] [liability company],
[_______________________________ ("General Partner"), a _______ __ corporation
and the sole general partner of the Borrower,] and NATIONAL TENANT FINANCE
CORPORATION ("Lender"), a Delaware corporation, each of Borrower[, General
Partner] and Lender hereby confirms and agrees as follows.

SECTION 1. RECITALS.

1.1 Demised Premises. Borrower shall borrow funds pursuant to this
Agreement in Borrower's own name to [provide refinancing for an interim loan
used to] pay the costs of (i) acquisition of [fee title ownership] [a ground
leasehold interest] in certain real property described in Exhibit 1.1A attached
hereto and incorporated herein ("Land"), [and] (ii) constructing on the Land
certain Improvements, as defined in the Lease referred to below, [and (iii)
constructing a portion of the Common Area (as defined in the Lease)] which
comprise part or all of the "Demised Premises" as defined in the Lease
(as defined below) [all in accordance with (a) this Agreement, the Lease, the
Approved Drawings and Specifications and the Approved Site Improvement
Drawings and Specifications (as defined in the Lease) prepared by an architect
engaged by Borrower and more fully described in Exhibit 1.1B attached hereto
and incorporated herein as they may be modified by change orders permitted
pursuant to this Agreement and the Construction Fund Disbursement Agreement[s]
(as hereinafter defined) (collectively, "Plans and Specifications"), and (b)
all requirements of the governmental entities having jurisdiction of the Land
and Improvements (construction of the Improvements [and a portion of the Common
Area] in accordance with the foregoing, collectively "Construction")]. The
lease pursuant to which __________, a tenant ("Tenant") will occupy the Demised
Premises Project ("Lease") is described and identified on Exhibit 1.1C attached
hereto together with a lease guaranty ("Lease Guaranty"), and related indemnity
agreement ("Indemnity Agreement") in favor of Lender dated as of even date
herewith and executed by Kmart Corporation ("Kmart"), a Michigan corporation,
in favor of Borrower, also described on Exhibit 1.1C (Lease, Lease Guaranty,
Indemnity Agreement, and the following documents which are defined hereafter,
Note Put Agreement[, Construction Fund Disbursement Agreement[s]] and Consent
and Agreement, collectively, "Lease Documents").

1.2 Note[s] and Loan Documents. Contemporaneously with the
delivery of this Agreement to Lender, Borrower has executed and delivered one
or more Promissory Notes (individually, "Note", and, collectively, "Notes")
substantially in the form of Exhibit 1.2A attached hereto in favor of Lender in
the aggregate principal amount of $___________ ("Loan Amount") to evidence the
indebtedness incurred by Borrower hereunder in connection with the loan
("Loan") described in this Agreement and secured in accordance with various

<PAGE> 6
loan documents more particularly described in this Section 1.2, (collectively,
"Loan Documents"), including this Agreement, a Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing ("Mortgage") dated as of the
date hereof covering the Demised Premises and certain other collateral, more
particularly described therein (collectively, "Mortgaged Estate"), an
Assignment of Leases and Rents ("Lease Assignment") dated as of the date hereof
and a Pledge Agreement ("Pledge Agreement") dated as of the date hereof, and
those certain additional assignments and documents listed on Exhibit 1.2B in
favor of Lender. The collateral security for the Loan ("Security") is as
provided for in the Loan Documents. Subject to the provisions of this
Agreement[,][and] the Pledge Agreement [and the Construction Fund Disbursement
Agreement-Improvements [and Construction Fund Disbursement Agreement-Common
Area] ([individually,] "Construction Fund Disbursement Agreement" [and,
collectively, "Construction Fund Disbursement Agreements"]) dated as of even
date herewith among Tenant, Kmart, Borrower, the Construction Monitor named
therein [and] the Escrow Agent [and certain other tenants] named therein,
attached hereto as Exhibit 1.2C], the Loan Amount shall be advanced to Borrower.

1.3 Note Put Agreement. As a special and further inducement to
Lender to make the Loan, Kmart and Tenant shall execute and deliver to Lender a
Note Put Agreement ("Note Put Agreement") dated as of the date hereof in the
form attached hereto as Exhibit 1.3.

1.4 Making the Loan. Subject to full and strict compliance with
and satisfaction of the terms and conditions of this Agreement, Lender is
willing to make the Loan to Borrower.

1.5 Sale and Assignment of Loan. Simultaneously with the
funding of the Loan contemplated hereunder, Lender will [(i) sell, convey, and
transfer and absolutely assign all its right, title and interest in, under and
to the Note maturing _________, ("Series A Note") to United States Trust
Company of New York, a New York banking corporation, as Series A Note Pass-
Through Trustee (together with its successors in trust and assigns, "Series A
Pass-Through Trustee") under that certain Series A Pass-Through Trust Agreement
dated as of even date herewith between Lender and Series A Pass-Through Trustee
(as the same shall be amended from time to time, "Series A Pass-Through Trust
Agreement"); (ii) sell, convey, transfer and absolutely assign all its right,
title and interest in, under and to the Note maturing ___________ ("Series B
Note") to United States Trust Company of New York, a New York banking
corporation, as Series B Pass-Through Trustee (together with its successors in
trust and assigns "Series B Pass-Through Trustee") under that certain Series B
Pass-Through Trust Agreement dated as of even date herewith between Lender and
Series B Pass-Through Trustee (as the same shall be amended from time to time
"Series B Pass-Through Trust Agreement"); and (iii)] sell, convey, transfer and
absolutely assign all its right, title and interest in, under and to [the Note
and] all Loan Documents to United States Trust Company of New York, a New York
banking corporation, as

2
<PAGE> 7
[Collateral] Trustee (together with its successors and assigns, "Trustee")
under that certain [Collateral] Trust Agreement dated as of even date herewith
between Lender and Trustee (as the same shall be amended from time to time,
"[Collateral] Trust Agreement"). From and after the date of such sale,
conveyance, transfer and absolute assignment by Lender, for all purposes
hereof, references herein to Lender shall be deemed to be Trustee [, provided
that, with respect to either Note, reference to the Lender shall be deemed to
be the holder of the Note]; and, accordingly, Trustee shall have the sole right
to exercise all rights, privileges and remedies which by the terms of this
Agreement or any other Loan Document or by applicable law are permitted or
provided to be exercised by the Lender [, provided that, as set forth in the
Series A Pass-Through Trust Agreement and the Series B Pass-Through Trust
Agreement, the holders of the Notes shall be entitled to exercise the rights,
privileges and remedies thereof].

SECTION 2. DEFINITIONS. For purposes of this Agreement, the following
terms shall have the following meanings:

"Advance or Prepaid Rents" shall have the meaning assigned to it in
Section 11.1.

"Affiliates" as used in this Agreement shall mean any person or entity
controlling, controlled by or under common control with any other person or
entity.

"Agreement" shall have the meaning assigned to it in the Preamble.

"Annual Rental" shall have the meaning assigned to it in the Lease.

"Borrower" shall have the meaning assigned to it in the Preamble.

"Business Day" means any day other than (i) Saturday or Sunday, or
(ii) a day on which banks in New York or California are required by law to be
closed or are customarily closed.

"Called Principal" means the principal of the Note[s] that is to be
paid or prepaid or accelerated in any way pursuant to Section 3 or, Section
10.2, as the context requires.

"Called Principal Percentage" means percentage shown on Exhibit 2 for
each corresponding year during the term hereof as designated on such Exhibit.

["Capitalized Debt Service Reserve" means an amount equal to all
interest and principal payments due under the Certificates through and
including the Rental Commencement Date, plus the annual Trustee[s] Fee[s] for
the period commencing on the Closing Date and ending on the day preceding the
Rental Commencement Date which Lender is authorized to disburse from the Loan
Amount pursuant to Section 7 and which shall be used in the manner described
in Section 7.2.]

3
<PAGE> 8
"Certificate of the Borrower" shall have the meaning set forth in
Section 6.1(d).

"Certificate of the General Partner" shall have the meaning set forth
in Section 6.1(d).

"Certificate of Occupancy" means the temporary or final certificate
issued by the [insert City, County, etc.] of [name of City, County, etc.], [
State ] authorizing the occupancy of a building constructed on the Land, such
occupancy to be in accordance with all applicable ordinances, building codes,
zoning and other laws and regulations.

"Certificates" shall have the meaning assigned to it in Section 14.2.

"Closing" shall have the meaning assigned to it in Section 7.

"Closing Date" shall have the meaning assigned to it in Section 7.

"[Collateral Trust Agreement" shall have the meaning assigned to it in Section
1.5.]

["Completion of Construction" shall have the meaning assigned to it in
Section 8.1.]

"Consent and Agreement" shall have the meaning assigned to it in
Section 6.1(s).

["Construction" shall have the meaning assigned to it in Section 1.1.]

["Construction Fund Disbursement Agreement[s]" shall have the meaning
assigned to it [them] in Section 1.2.]

["Cost Budget" shall have the meaning assigned to it in Section
6.1(j).]

"Default" shall mean any event or condition the occurrence of which
would, with the giving of notice or the passage of time or both, if applicable,
constitute an Event of Default.

"Demised Premises" shall have the meaning assigned to it in the Lease.

"Discounted Prepayment Value" means, with respect to any amount of
Called Principal, the amount obtained by (i) discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Redemption Date with respect to such Called
Principal, in accordance with generally accepted financial practice and at a
discount factor (applied on a semiannual basis) equal to the

4
<PAGE> 9
Reinvestment Yield and (ii) adding together such discounted Remaining Scheduled
Payments.

"Environmental Legal Requirement" shall mean any international,
Federal, state, local or other governmental statute, law, regulation, order,
consent decree, judgment, permit, license, code, covenant, deed restriction,
common law, treaty, convention, ordinance or other requirement relating to
public health, safety, the environment, pollution, conservation, or waste
disposal, now or hereafter in effect, including, without limitation, those
relating to releases, discharges or emissions to air, water, land or
groundwater, to the withdrawal or use of groundwater, to the use and handling
of polychlorinated biphenyls or asbestos, to the disposal, treatment, storage
or management of hazardous or solid waste, or Hazardous Materials, including
without limitation the following: the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, the Solid Waste Disposal Act, as amended by
the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid
Waste Amendments of 1984, the Hazardous Materials Transportation Act, as
amended, the Federal Water Pollution Control Act, as amended by the Clean Water
Act of 1977, the Safe Drinking Water Act, the Clean Air Act of 1966, as
amended, the Toxic Substances Control Act of 1977, the Occupational Safety and
Health Act of 1977, as amended, the Emergency Planning and Community
Right-to-Know Act of 1986, the National Environmental Policy Act of 1969, the
Oil Pollution Act of 1990, and similar or implementing state law, statute,
order, rules or regulations now existing or hereafter amended relating to the
subject matter described above.

["Escrow Agent" means the escrow agent named in the Construction Fund
Disbursement Agreement[s] with which any funds subject to such Construction
Fund Disbursement Agreement[s] are deposited.]

"Event of Default" shall have the meaning assigned to it in Section
10.1.

"Filing Agencies" shall have the meaning assigned to it in Section 5.3.

"Forms UCC-1" shall have the meaning assigned to it in Section 5.3.

"General Partner" shall have the meaning assigned to it in the
Preamble ["Ground Lease" means the Ground Lease dated _____ between _____ as
the Ground Lessor and Borrower as the Ground Lessee with respect to the Land.]

["Ground Lease" means the Ground Lease dated __________ between
__________ as the Ground Lessor and Borrower as the Ground Lessee with respect
to the Land.]

"Hazardous Material" and "Hazardous Materials" shall mean any
hazardous or toxic chemical, substance, product, waste or other material,
including, without limitation:

(i) any "hazardous substance" as defined in, or for
purposes of, the Comprehensive Environmental Response, Compensation

5
<PAGE> 10
and Liability Act, 42 U.S.C.A. Section Section 9601 & 9602, as may be amended
from time to time, or any other so-called "superfund" or "superlien" law and
any judicial interpretation of any of the foregoing;

(ii) any "regulated substance" as defined pursuant to 40
C.F.R. Part 280;

(iii) any "pollutant or contaminant" as defined in 42
U.S.C.A. Section 9601(33);

(iv) any "hazardous waste" as defined in, or for purposes
of, the Resource Conservation and Recovery Act;

(v) any "hazardous chemical" as defined in 29 C.F.R. Part
1910;

(vi) any "hazardous material" as defined in, or for
purposes of, the Hazardous Materials Transportation Act;

(vii) any "toxic substance" as defined in the Toxic
Substance Control Act, 15 U.S.C. Section 2601 et seq.

(viii) any related material as defined in any applicable
state statute, the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Clean
Air Act, 42 U.S.C. Section 7401 et seq. and any other contaminants,
pollutants, substances and materials
which are hazardous or toxic or which upon release or discharge would be
injurious to the Mortgaged Estate; or

(ix) any material, waste or substance that contains
petroleum or any fraction thereof, asbestos, or polychlorinated biphenyls, or
that is flammable, explosive or radioactive.

"Hazardous Materials Indemnity Agreement" shall have the meaning
assigned to it in Section 6.1(q).

"Improvements" shall have the meaning assigned to it in the Lease.

"Indemnity Agreement" shall have the meaning assigned to it in Section
6.1(s).

"Insurance Schedule" shall have the meaning assigned to it in Section
6.1(a).

"Kmart" shall have the meaning assigned to it in Section 1.1.

"Land" shall have the meaning assigned to it in Section 1.1.

"Lease" shall have the meaning assigned to it in Section 1.1.

"Lease Assignment" shall have the meaning assigned to it in Section
1.2.

6
<PAGE> 11
"Lease Documents" shall have the meaning assigned to it in Section 1.1.

"Lease Guaranty" shall have the meaning assigned to it in Section 1.1.

"Lender" shall have the meaning assigned to it in the Preamble.

"Lender Defenses" shall have the meaning assigned to it in Section
14.2(i).

"Loan" shall have the meaning assigned to it in Section 1.2.

"Loan Amount" shall have the meaning assigned to it in Section 1.2.

"Loan Documents" shall have the meaning assigned to it in Section 1.2.

"Loan Value" shall have the meaning assigned to it in Section 3.3.

"Make-Whole Premium" means, with respect to any amount of Called
Principal, an amount equal to the sum of (x) the positive excess, if any, as of
the Redemption Date of the Discounted Prepayment Value of the Called Principal
over such Called Principal and (y) an amount equal to the product of the Called
Principal multiplied by the Called Principal Percentage.

"Material Adverse Effect"

(a) with respect to the Borrower means:

(i) any event or condition which individually or in the
aggregate has a material adverse effect on the financial condition,
business or operations, or assets of Borrower, or on the condition, value or
use of the Mortgaged Estate or on the ability of Borrower to perform its
obligations under this Agreement, the Note[s] or any other Loan Document; or

(ii) a material adverse effect individually or in the
aggregate on the legality, validity or enforceability of Borrower's obligations
under this Agreement or the Note[s] or the other Loan Documents or a material
impairment of the first priority liens or security interest granted under the
Loan Documents; or

(b) [with respect to the General Partner means:]

(i) any event or condition which individually or in the
aggregate has a material adverse effect on the financial condition, business or
operations, or assets of the General Partner, or of the General Partner and its
Affiliates taken as a whole, or on the condition, value or use of the Mortgaged
Estate or

7
<PAGE> 12
on the ability of the General Partner to perform its obligations under this
Agreement or any other Loan Document; or

(ii) a material adverse effect individually or in the
aggregate on the legality, validity or enforceability of General Partner's
obligations under this Agreement or the Note[s] or the other Loan Documents or
a material impairment of the first priority liens or security interest granted
under the Loan Documents.] [Intentionally omitted]

"Maturity Date" shall have the meaning assigned to it in Section 4.1.

"Mortgage" shall have the meaning assigned to it in Section 1.2.

"Mortgaged Estate" shall have the meaning assigned to it in Section
1.2.

"Note" and "Notes" shall have the meaning assigned in Section 1.2.

"Note Payment Dates" means the dates specified in the Note[s] and upon
which dates interest or interest and principal are due and payable pursuant to
the Note[s].

"Note Put Agreement" shall have the meaning assigned to it in Section
1.3.

["Outside Possession Date" shall have the meaning assigned to it in the
Lease.]

"Pass-Through Trustees" mean the Series A Pass-Through Trustee and the
Series B Pass-Through Trustee.

"Partnership Agreement" means Attachment I to the Certificate of
Borrower, as amended.

"Permitted Encumbrances" shall have the meaning assigned thereto in
the Mortgage.

["Plans and Specifications" shall have the meaning assigned to it in
Section 1.1.]

"Pledge Agreement" shall have the meaning assigned to it in Section
1.2.

"Put" means exercise of the right of the Lender to require Tenant to
purchase the Note[s] pursuant to the Note Put Agreement, or, in the event
Tenant fails to purchase the Note[s], to require Kmart to purchase the Note[s]
pursuant to the Note Put Agreement.

"Recordable Documents" shall have the meaning assigned to it in
Section 9.5(a).

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<PAGE> 13
"Recorder" shall have the meaning assigned to it in Section 5.3.

"Redemption Date" means the Business Day on which the Redemption Price
is to be paid pursuant to Section 3 or is declared to be immediately due and
payable pursuant to Section 10.2, as the context requires.

"Redemption Price" means the sum of the unpaid principal balance of
the Called Principal, accrued interest thereon to the Redemption Date and the
Make-Whole Premium.

"Reinvestment Yield" means with respect to the Called Principal, the
sum of (x) the yield to maturity implied by the following: (i) the yields
reported, as of 10:00 a.m. (New York City time) on the third Business Day
preceding the Redemption Date with respect to such Called Principal, on the
display designated as "Page 678" on the Telerate Service (or such other display
as may replace Page 678 on the Telerate Service) for actively traded U.S.
Treasury securities having a maturity equal (as near as practicable) to the
Remaining Average Life of the Called Principal being paid or prepaid as of such
Redemption Date, or (ii) if such yields shall not be reported as of such time
or the yields reported as of such time shall not be ascertainable, the Treasury
Constant Maturity Series yields reported, for the latest day for which such
yields shall have been so reported as of the third Business Day preceding the
Redemption Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal (as
near as practicable) to the Remaining Average Life of the Called Principal
being paid or prepaid as of such Redemption Date and (y) fifty (50) basis
points. Such implied yield shall be determined, if necessary, by (a)
converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between reported yields.

"Release" shall mean any release, spill, emission, leaking, pumping,
pouring, emptying, escaping, injection, deposit, disposal, discarding,
discharge, dispersal, leaching or migration into the indoor or outdoor
environment or into or out of, or in any manner otherwise affecting any
property, including the passive migration or other movement of Hazardous
Materials through or in the air, soil, surface water, groundwater or property.

"Remaining Average Life" means, with respect to any amount of Called
Principal, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (i) such Called Principal into (ii) the sum of the
products obtained by multiplying (a) each Remaining Scheduled Payment of such
Called Principal (excluding the interest thereon) by (b) the number of years
(calculated to the nearest one-twelfth year) which will elapse between the
Redemption Date with respect to such Called Principal and the scheduled due
date of such Remaining Scheduled Payment.

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<PAGE> 14
"Remaining Scheduled Payments" means, with respect to any amount of
the Called Principal, all payments of such Called Principal and interest
thereon that would be due on or after the Redemption Date with respect to such
Called Principal if no payment of such Called Principal were made prior to its
Maturity Date.

"Rent" shall mean Annual Rental and Additional Rent pursuant to the
Lease.

"Rental Commencement Date" shall have the meaning assigned to it in
the Lease.

"Second Mortgage" shall have the meaning assigned to it in Section
9.4(c).

"Security" shall have the meaning assigned to it in Section 1.2.

["Series A Note" and "Series B Note" shall have the meaning assigned
to them in Section 1.5.]

["Series A Pass-Through Trust Agreement" and "Series B Pass-Through
Trust Agreement" shall have the meaning assigned to them in Section 1.5.]

["Series A Pass-Through Trustee" and "Series B Pass-Through Trustee"
shall have the meaning assigned to them in Section 1.5.]

"Settlement Statement" shall have the meaning assigned to it in
Section 7.1.

"Title Commitment" shall have the meaning assigned to it in Section
6.1(b).

"Title Insurance Company" shall have the meaning assigned to it in
Section 6.1(b).

"Title Policy" shall have the meaning assigned to it in Section 6.1(b).

["Trust Agreement" shall have the meaning assigned to it in Section
1.5.]

["Trust Agreements" means the Collateral Trust Agreement, the Series A
Pass-Through Trust Agreement and the Series B Pass-Through Trust Agreement.]

"Trustee" shall have the meaning assigned to it in Section 1.5.

["Trustees" means the Trustee, the Series A Pass-Through Trustee and
the Series B Pass-Through Trustee.]

"Trustee[s] Fee[s]" means [the aggregate of] the Trustee's Fee as
defined in the [Collateral] Trust Agreement [, the Pass-Through Trustee's Fee
as defined in the Series A Pass-Through Trust Agreement and the Pass-Through
Trustee's Fee as defined in the Series B Pass-Through Trust Agreement].

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<PAGE> 15
SECTION 3. PREPAYMENT OF NOTE[S]; APPLICATION OF PROCEEDS. No prepayment
of the Note[s] may be made except to the extent and in the manner expressly
provided in this Agreement and the Note[s].

3.1 Optional Prepayment. Upon compliance with Section 3.2,
Borrower shall have the option at any time and from time to time of prepaying
the Note[s], either in whole or in part (but if in part, then in units of U.S.
[$1,000,000] or an integral multiple of [$100,000] in excess thereof) by payment
of the Redemption Price.

3.2 Notice of Prepayment. Borrower shall give written notice of
any prepayment of the Note[s] pursuant to Section 3.1 to the holder thereof not
less than 45 days nor more than 60 days before the date fixed for such
prepayment. Notices required by this Section 3.2 shall specify (a) the
Redemption Date, (b) the Called Principal, and (c) the estimated Redemption
Price. Notice of prepayment having been so given, the Redemption Price shall
become due and payable on the Redemption Date set forth in such notice.
Borrower shall also give written notice to the holder of the Note[s] [and the
Collateral Trustee], by telecopy or other same day written communication,
setting forth the computation and amount of the Redemption Price payable in
connection with a prepayment pursuant to Section 3.1 on the third Business Day
preceding the Redemption Date.

3.3 Mandatory Prepayments. In the event of a termination of the
Lease by the Tenant pursuant to the provisions of Article 3(a), 17(c) or 18(a)
or (b) of the Lease, on the date of such termination the Borrower shall prepay
and apply, and there shall become due and payable, the unpaid principal amount
of the Note[s] on such date and all accrued and unpaid interest thereon,
together with the Make-Whole Premium with respect thereto. In the event of an
expropriation of a portion of the Demised Premises resulting in a reduction in
the Annual Rental (as defined in the Lease) pursuant to Article 18(e) of the
Lease, on the date of such expropriation the Borrower shall prepay and apply,
and, subject to the proviso set forth hereafter, there shall become due and
payable, a principal amount of the Note[s] equal to the Loan Value of such
reduction and all accrued and unpaid interest thereon, together with the
Make-Whole Premium with respect thereto; provided, however, if the proceeds
payable to the Borrower with respect to such expropriation are insufficient to
pay such amount, (i) the Borrower shall be required to prepay only the amount
of such proceeds (which amount shall be allocated between principal and the
Make-Whole Premium with respect thereto), (ii) the scheduled interest and
principal payments pursuant to the Note[s] shall be reduced in the same
proportion as the Annual Rental has been abated pursuant to the Lease, and such
scheduled payments shall be reallocated [pro-rata among the Notes in proportion
to their respective principal balances] [and with respect to each such Note
reallocated] between principal and interest to first pay interest due and
then pay the balance to reduce principal, (iii) if the amount of any scheduled
payment is insufficient to pay all interest due, the unpaid interest will, to
the extent permitted by law, be added to principal semiannually on the date of
such scheduled payment, (iv) any amounts added to principal pursuant to clause
(iii) shall bear interest at the rate provided in the Notes[s], and (v) all
principal and interest accrued and unpaid hereunder and under the Note[s]
shall be due and payable on the Maturity Date [on the latest of the Maturity
Dates of all Notes executed and delivered pursuant to this Agreement]. For
purposes of this Agreement, the "Loan Value" in respect of any such reduction
of Annual Rental shall be an amount equal to the product of (i) a fraction, the
numerator of which is the aggregate amount of such reduction of Annual Rental
throughout the Primary Term (as defined in the Lease) of the Lease, and the
denominator of which is the aggregate amount of Annual Rental which shall be
due and payable under the Lease during the Primary Term before giving effect to
such reduction, times (ii) the unpaid principal amount of the Note[s]
immediately prior to the prepayment provided for in this Section 3.3. In the
event Lender receives proceeds payable to Lender pursuant to the Title Policy,
such proceeds shall be treated as a voluntary prepayment.

3.4 Other Prepayments. In the event that Borrower shall be
required to prepay the Note[s] in full pursuant to any Loan Document then,
within the time provided in such Loan Document (i) the holder of the Note[s]
shall be required to surrender the

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<PAGE> 16
Note[s], duly endorsed without recourse or assigned without recourse to
Borrower or in blank, at the Corporate Trust office of the Trustee, (ii) the
Trustee shall hold the Note[s] in trust for the benefit of the holder of the
Note[s] until payment in full of the Redemption Price shall have been made to
such holder and shall then and thereupon surrender such Note[s] to Borrower,
and (iii) Borrower shall irrevocably pay and deposit the Redemption
Price with Trustee, by wire transfer or immediately available funds in lawful
currency of the United States of America to the same depositary institution and
account number set forth in the wire transfer instruction specified in Section
4.1 of the Consent and Agreement.

3.5 Application of Proceeds.

(a) Annual Rental. So long as no Event of Default has
occurred and is continuing, the amounts from time to time received by Lender
which constitute payment of the installments of Annual Rental (as defined in
the Lease) under the Lease (and any amounts in respect of overdue Annual Rental
payable under the Lease) and any payment under the Lease Guaranty in respect
thereof shall be applied first, to the payments and required prepayments of
principal and interest (and, in each case, first to interest and then to
principal) on the Note[s] which have become due and payable or will become due
and payable on the next succeeding Note Payment Date and the payment of any
other obligations of Borrower pursuant to the Trust Agreement[s], [a copy]
[copies] of which Borrower hereby acknowledges receipt of, and second, the
balance, if any, of such amounts shall be paid to or upon the order of Borrower
pursuant to the provisions of the [Collateral] Trust Agreement.

(b) Event of Default. If any Event of Default, other
than the failure to make any payments required pursuant to this Agreement, the
Note[s] or any other Loan Document, has occurred and is continuing, all
amounts from time to time received by Lender which constitute payments under
the Lease and any payment under the Lease Guaranty in respect thereof shall be
held by Lender and applied first, to the payments and required prepayments of
principal and interest (and, in each case, first to interest and then to
principal) on the Note[s] which have become due and payable or will become due
and on the next succeeding Note Payment Date and the payment of any other
obligations of Borrower pursuant to the Trust Agreement[s], and second, the
balance, if any, of such amounts shall be held by Lender and applied in
accordance with Section 3.01 of the Mortgage and Section 8(e) of the Lease
Assignment. If an Event of Default involving the failure to make any payments
required pursuant to this Agreement, the Note[s] or any other Loan Document
has occurred and is continuing and any such amounts have not been paid
pursuant to the Lease or the Lease Guaranty (including any applicable cure
periods), all amounts from time to time received by Lender which constitute
payments under the Lease and any payment under the Lease Guaranty in respect
thereof shall be held by Lender and applied in accordance with the terms of
Section 8(e) of the Lease Assignment and Section 3.01 of the Mortgage.

3.6 Application of Prepayments. All prepayments pursuant to
Sections 3.1, 3.2, 3.3 and 3.4 shall be applied in the following order of
priority: payment of accrued interest on the Note[s], payment of the Make-Whole
Premium and payment of the outstanding principal balance of the Note[s]. [All
such principal prepayments of the Notes and the related Make-Whole Premium
shall be applied on all outstanding Notes ratably in accordance with the unpaid
principal amounts thereof.] [The] [Such] principal portion of any
prepayments shall, except as otherwise provided in Section 3.3, reduce
remaining mandatory payments of principal set forth in Exhibit A attached to
the Note[s] in inverse order of maturity.

SECTION 4. LOAN TERMS.

4.1 Maturity. The Note[s] shall mature on the earlier of the date
stated in the Note[s] ("Maturity Date") or the date on which the entire
principal balance, accrued interest and Make-Whole Premium become due and
payable pursuant to the provisions of any

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<PAGE> 17
Loan Document by acceleration, upon the occurrence of an Event of Default, by
any required prepayment or otherwise.

4.2 Interest Rate; Payments.

(a) The interest rate, payment dates as to principal and
interest and other Loan repayment terms (including prepayment privileges and
applicable premiums) shall be as set forth in the Note[s] and in Section 3.

(b) Notwithstanding any other provision in this Agreement
or the Note[s], Borrower shall cause all payments of principal, Make-Whole
Premium (if any) and interest on the Note[s] to be made in the manner and to
the account specified in Section 3.4 or in such other manner or to such other
address as the holder of the Note[s] may hereafter designate in writing.

4.3 No Deductions. All payments of principal or interest or
premium, if any, under the Note[s] shall be made without deduction of any
present and future taxes, levies, imposts, deductions, charges, or
withholdings, which amount shall be paid by Borrower. Borrower will pay the
amounts necessary, such that the gross amount of the principal and interest or
premium, if any, received by Lender is not less than that required by the
Note[s]. If Borrower shall be required by law to deduct any such amounts from
or in respect of any principal or interest or premium, if any, payable under
the Note[s], then (i) the sum payable to Lender shall be increased as may be
necessary, so that after making all required deductions (including deductions
applicable to additional sums payable under this provision) Lender receives an
amount equal to the sum it would have received had no deductions been made,
(ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law. All stamp, documentary, and other
transaction-related taxes shall be paid by Borrower. If notwithstanding the
foregoing, Lender pays such taxes, Borrower will reimburse Lender for the
amount paid and the repayment thereof shall be secured by the Security.
Borrower will furnish Lender official tax receipts or other evidence of payment
of all taxes within thirty (30) days following the date upon which such taxes
are due and payable.

SECTION 5. REPRESENTATIONS AND WARRANTIES.

Borrower [and the General Partner] represent[s] and warrant[s] to
Lender as follows:

5.1 Status of Borrower [and General Partner.]

[(a)] Borrower is a duly organized and validly existing limited
[partnership] [liability company] formed under the laws of the State
of ____________ and is in good standing and qualified to transact business in
such State and under the laws of the State in which the Demised Premises are
located. Borrower has full power and authority to own its

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<PAGE> 18
properties and assets and to carry on its business as now being conducted.
Borrower is not a "foreign corporation," "foreign partnership," "foreign
trust," or "foreign estate," as those terms are defined in the Internal Revenue
Code and the regulations promulgated thereunder. Borrower's U.S. Employer
Identification Number is as set forth in the Certificate of Non-Foreign Status
attached as Exhibit 5.1A.

(b) [General Partner is a duly organized and validly existing
corporation formed under the laws of the State of ____________ and is in good
standing and qualified to transact business in such State and under the laws of
the State in which the Demised Premises are located. General Partner has full
power and authority to own its properties and assets and to carry on its
business as now being conducted. General Partner is not a "foreign
corporation", "foreign partnership", "foreign trust", or "foreign estate" as
those terms are defined in the Internal Revenue Code and the regulations
promulgated thereunder. General Partner's U.S. Employer Identification Number
is as set forth in the Certificate of Non-Foreign Status attached as Exhibit
5.1B.] [Intentionally omitted.]

5.2 Authority; Enforceability.

(a) Borrower has the power and is duly authorized by all
necessary [partnership] [limited liability company] action to enter into this
Agreement, the Note[s], the other Loan Documents and Lease Documents to be
executed by Borrower, to execute any and all documentation required herein and
therein, to borrow the amounts contemplated in the Note[s] and the Loan
Documents to be executed by Borrower upon the terms set forth herein and
therein and to perform its obligations pursuant to the terms of this Agreement,
the Note[s], and of the other Loan Documents and Lease Documents to be executed
by Borrower, none of which are in conflict with any provision of law or
regulation applicable to Borrower. This Agreement, the Note[s], and each of
the other Loan Documents and Lease Documents to be executed by Borrower
constitute valid and binding legal obligations of Borrower, enforceable in
accordance with their respective terms.

(b) [The General Partner has the corporate power and is
duly authorized by all necessary corporation action to enter into: (i) the
Partnership Agreement, (ii) this Agreement on its own behalf and on behalf of
Borrower, and (iii) the Note[s] and the other Loan Documents and Lease
Documents to be executed on behalf of Borrower and any and all documentation
required herein or therein and to perform its obligations pursuant to the terms
of the foregoing documents, none of which are in conflict with any provision of
law or regulation applicable to the General Partner or the articles or bylaws
of the General Partner. The Partnership Agreement and this Agreement
constitute valid and binding legal obligations of the General Partner, and this
Agreement, the Note[s] and each of the other Loan Documents and Lease Documents
to be executed by the General Partner constitute valid and binding legal

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<PAGE> 19
obligations of the General Partner enforceable in accordance with their terms.]
[Intentionally omitted.]

(c) The signatures of the parties to this Agreement, the
Note[s], and each other Loan Document and Lease Document other than of Lender,
Kmart and Tenant are all the signatures necessary to bind each such party to
this Agreement, the Note[s], and each other Loan Document and Lease Document,
respectively, and, subject to Section 11, to bind all of the assets of such
party (including but not limited to the Security) as are shown in the financial
statement of such party, delivered to Lender in connection with the Loan.

5.3 Consents. No consent, approval or authorization of or
declaration, registration or filing with or payment to any governmental body or
any nongovernmental person is required to be obtained or made on or prior to
the execution, delivery and performance by the Borrower [or General Partner] of
this Agreement, the Note[s] and the other Loan Documents and Lease Documents or
the transactions contemplated hereby or thereby or as a condition to the
legality, validity or enforceability of the Borrower's [or General Partner's]
obligations under this Agreement, the Note[s] or the other Loan Documents or
Lease Documents or the fulfillment of or compliance with the terms and
provisions of the Note[s], this Agreement or the other Loan Documents or Lease
Documents, except for the recording of the Mortgage and Lease Assignment with
the ____________________ ("Recorder") of __________, ____________ and the
filing of Form UCC-1 Financing Statements ("Forms UCC-1") in the offices of the
Recorder and the office of the Secretary of the State of ____________
(collectively "Filing Agencies"), such other filings or recordings as are set
forth on Exhibit 5.3 attached hereto and the payment of nominal filing fees.

5.4 Liens, Security Interests and Assignments.

(a) The liens, security interests and assignments created
by the Loan Documents will, when granted and duly recorded and filed or
recorded, as applicable, constitute valid, effective, properly perfected and
enforceable first priority liens, first priority security interests and
assignments.

(b) (i) No effective financing statements are on record
or filed in favor of a secured party other than Lender naming Borrower as
debtor and describing any of the Security as collateral at Closing and the
exact time the respective UCC-1s are filed in such offices by Borrower; (ii)
the recordation of the Mortgage with the Recorder and the Forms UCC-1 in the
appropriate office therefor and the office of the Filing Agencies are the only
recordation or filing of such documents required to perfect the lien or
security interests to be created thereby; and (iii) unless thirty days (30)
prior written notice is provided by Borrower to Lender, Borrower's principal
place of business and chief executive office are located in the State of
____________ and shall continue to be so located so long as any portion of the
Note[s] remains unpaid or unperformed.

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<PAGE> 20
5.5 Noncontravention; No Material Default.

(a) The execution, delivery and performance by Borrower
[and the General Partner] of and under this Agreement, the Note[s], the other
Loan Documents and Lease Documents to be executed by Borrower [and the General
Partner] and all other documents and instruments relating to the Loan will not
result in any breach of the terms or conditions of or constitute a default
under any agreement or instrument under which Borrower [or the General Partner]
is a party or is obligated, nor will it violate any legal requirement affecting
Borrower, [its General Partner,] the [partnership] [limited liability company],
or the Project.

(b) There exists no violation of or default by Borrower
[or its General Partner] and no event has occurred that with the passage of time
or the giving of notice would constitute such a default or violation with
respect to (i) the terms of the Note[s] or any Loan Document, (ii) any Lease
Document or other agreement affecting the Project to which Borrower [or its
General Partner] is a party or is bound or any other agreement to which Borrower
[or its General Partner] is a party or to which either is bound, (iii) any
license, permit, statute, ordinance, law, judgment, order, writ, injunction,
decree, rule, or regulation of any governmental authority or other legal
requirement or any determination or award of any arbitrator to which Borrower
[or its General Partner] may be bound, or (iv) any mortgage, instrument,
agreement, or document by which Borrower[, its General Partner] or the Project
is bound: (A) which involves the Note[s] or any Loan Document or Lease Document,
(B) which involves the Project or the Borrower [or its General Partner] and is
not adequately covered by insurance, (C) which might have a Material Adverse
Effect on the Borrower [or its General Partner], (D) which might have a Material
Adverse Effect on the priority of the liens or security interests created by
any of the Loan Documents, or (E) which could have a Material Adverse Effect on
Borrower's financial condition [or that of its General Partner].

5.6 No Actions, Suits or Proceedings; Violation or Default.

(a) No actions, suits or proceedings are pending or
threatened against Borrower [or its General Partner].

(b) There is no legal action pending or, to the knowledge
of Borrower, threatened against or affecting Borrower [or its General Partner]
questioning the validity or the enforceability of this Agreement, the Note[s]
or any of the other Loan Documents or Lease Documents.

5.7 Financial Condition. All Borrower's [and General Partner's]
financial statements, profit and loss statements, statements as to ownership,
and other statements or reports relating to Borrower [or General Partner]
previously or hereafter given to Lender by Borrower are and shall be true and
correct in all material respects as of the date thereof. There has been no

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<PAGE> 21
Material Adverse Effect on Borrower [or General Partner] since the date of the
latest financial statements given to Lender.

5.8 Taxes, Etc. Borrower [and General Partner] [have] [has] filed
all federal, state and local tax returns and have paid all current obligations
before they became delinquent, including all federal, state and local taxes and
all other payments required under federal, state or local law.

5.9 Licenses, Permits and Approvals. All licenses, permits,
consents, approvals and authorizations necessary or appropriate for the
[Construction and] operation of the Demised Premises which by law or regulation
must be obtained by Borrower and can be obtained as to the Improvements [prior
to completion of Construction thereof] or which are to be obtained by Borrower
pursuant to the Lease have been obtained and shall be maintained in full force
and effect and Borrower shall provide copies thereof to Lender upon request.

5.10 Use of Proceeds. The Loan Amount will be disbursed in
accordance with Section 7. Borrower will not require and will not avail itself
of any additional extension of credit for such purposes. No part of the Loan
Amount will be used directly or indirectly by Borrower[, General Partner] or
[their] [its] Affiliates for the purpose of purchasing, carrying or
refinancing any"margin stock" within the meaning of Regulations G, T or X of
the Board of Governors of the Federal Reserve System. The assets of the
Borrower do not include, carrying or refinancing any "margin stock".

5.11 Other Agreements. Except as provided in the Lease, Borrower
has not entered into or otherwise acquired by assignment or assumed any
agreements with any managers or supervisors relating to the maintenance,
repair, leasing, management or operation of the Demised Premises other than
those assigned to Lender. [Neither] Borrower [nor General Partner] is [not]
in default in the payment of principal or interest on any indebtedness and,
except as provided herein, neither have any knowledge that [either] [it] is a
party to any instrument or instruments or agreements under and subject to
which any indebtedness has been issued.

5.12 ERISA. In reliance on the facts stated in Exhibit 5.12, the
consummation of the transactions contemplated by this Agreement, the Note[s],
the other Loan Documents and the Lease Documents, and compliance by Borrower [or
General Partner] with the provisions thereof as executed and delivered thereby
will not constitute a prohibited transaction within the meaning of the
Employment Retirement Income Security Act of 1974, as amended, or Section 4975
of the Internal Revenue Code of 1986, as amended.

5.13 Investment Company. [Neither] Borrower [nor General Partner]
is [not] an "investment company" within the meaning of the Investment Company
Act of 1940, as amended, and [neither] is [not] directly or indirectly
controlled by an "investment company." [Neither] Borrower [nor General
Partner] is [not] a "holding company" or a "subsidiary

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<PAGE> 22
company" of a holding company or an "affiliate" of a "holding company" or a
"public utility company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended.

5.14 Lease Documents. Each of the Lease Documents which has been
executed and delivered by Borrower, is valid, binding and enforceable against
Borrower in accordance with its terms, and is in full force and effect. All
conditions to the effectiveness or continuing effectiveness of the Lease
Documents required to be satisfied by Borrower have been satisfied.

5.15 Land Ingress and Egress. All roads providing ingress or
egress to or from the Demised Premises necessary for the full utilization of
the Demised Premises in accordance with the Lease have been completed, [have
been] [will be] conveyed to the appropriate governmental authority and [have
been] [will be] dedicated to public use and accepted by such governmental
authority.

5.16 Subdivision of Land. The Land is not part of a larger tract
of land owned by Borrower.

5.17 Compliance. [Neither] Borrower [nor its General Partner]
[have] [has not] received nor [do] [does] [they] [it] have a reasonable basis
to expect to receive any order or notice of violation or claim of violation of
any law, ordinance, rule, or
regulation.

5.18 Insolvency. [Neither] Borrower [or its General Partner are]
[is not] now, [or] [nor] will at the Closing as a result of the Loan or
otherwise be, "insolvent" within the meaning of that term as defined in
Section 1 of the United States Bankruptcy Code.

5.19 Title to Land; Liens. Borrower on the Closing Date shall be
the sole owner of [a ground lessee's interest in the Land] and shall have good
and marketable title to [a leasehold interest in] the Demised Premises, free
and clear of any lien, security interest, or encumbrance of any kind
whatsoever, excepting only (i) the Permitted Encumbrances, (ii) liens,
security title and security interests in favor of Lender, (iii) the Lease [and
the Ground Lease], and (iv) other matters which have been approved in writing
by Lender and the Trustee. At Closing Borrower shall be the true and lawful
owner of all rights in and to all existing agreements, permits, and licenses
relating to the Project other than those obtained and retained by Tenant in
connection with the Construction or required by applicable law or regulation to
be owned by Tenant as a tenant under the Lease. Borrower's interest in all
such agreements, permits, and licenses is not subject to any present claim of
set off or deduction other than in the ordinary course of business.

5.20 Borrower Activities.

(a) Borrower (i) has not engaged, and, as of the date
hereof, does not engage, in any business or investment activities other than
those necessary for, incident to, connected with or arising out of owning and
leasing the Demised Premises (including

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<PAGE> 23
any additions or alterations thereto provided for in the Lease), (ii) has not
incurred, and, as of the date hereof, does not have, any indebtedness (other
than the Loan), (iii) is adequately capitalized for its business purpose, (iv)
maintains and shall maintain separate books and records from those of its
Affiliates, (v) keeps and shall keep separate bank accounts from those of its
Affiliates, (vi) does not and shall not commingle its assets with the assets of
any of its Affiliates, (vii) will at all times hold itself out to the public as
a legal entity separate and distinct from any of its Affiliates, (viii) will
either file its own tax returns, or, if part of a consolidated group, will join
in such consolidated group tax return as a separate member of such group, and
(ix) will observe the requirements of law and its Partnership Agreement in
carrying on its business.

(b) [General Partner (i) has not engaged, and, as of the
date hereof, does not engage, in any business or investment activities other
than those necessary for, incident to, connected with or arising out of
serving as General Partner of Borrower, (ii) has not incurred, and, as of the
date hereof, does not have, any indebtedness, and (iii) shall cause its
management (x) to meet regularly to carry on the business of General Partner
and (y) to keep minutes of such meetings.] [Intentionally omitted]

5.21 Environmental Legal Requirements. Borrower to the best of its
knowledge after due inquiry (i) is not in violation of any Environmental Legal
Requirement, and (ii) has received all permits, licenses and other governmental
approvals required for its intended uses by any Environmental Legal
Requirement.

5.22 No Reliance. Borrower: (i) has been advised by the Lender
that the Borrower should be represented by Legal Counsel of Borrower's choice
in the transactions contemplated by this Agreement; (ii) is fully aware and
clearly understands all of the terms and provisions contained in this
Agreement; (iii) has voluntarily, with full knowledge and without coercion or
duress of any kind, entered into this Agreement, the Note[s] and the other Loan
Documents; (iv) is not relying on any representation, either written or oral,
express or implied, made by the Lender other than as set forth in this
Agreement, the Note[s] or the other Loan Documents; and (v) has received actual
and adequate consideration to enter into this Agreement.

5.23 Full Disclosure; Survival of Representations and Warranties.

(a) None of the statements, representations, or
warranties furnished by Borrower [or General Partner] to Lender verbally or in
writing in connection with this Agreement contains or will contain any untrue
statement or omits or will omit a material fact necessary to make the
statements contained therein or herein, in light of the circumstances when
made, not misleading. There is no fact which Borrower [or General Partner] has
not disclosed to Lender which materially affects adversely or, to the

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<PAGE> 24
extent Borrower [or General Partner] presently can reasonably foresee, will have
a Material Adverse Effect on Borrower [or General Partner].

(b) Each of the representations and warranties of
Borrower [or its General Partner] contained in the Note[s] or any of the other
Loan Documents is true and correct in all respects.

(c) All representations and warranties made herein shall
survive the execution of this Agreement, all advances hereunder and the
execution and delivery of all other documents and instruments in connection
with the Loan and until the Note[s] has been paid in full and fully discharged.

SECTION 6. CONDITIONS PRECEDENT TO LOAN DISBURSEMENT.

Lender shall lend to or for the benefit of Borrower, in the manner and
on the terms and conditions provided herein, amounts not to exceed in the
aggregate the Loan Amount, provided that Borrower shall be in full compliance
with and shall have satisfied the following conditions precedent, as
applicable, to the making of the Loan or any disbursement pursuant to this
Agreement by Lender.

6.1 Conditions Precedent to Loan.

(a) Borrower shall purchase and maintain or cause to be purchased
and maintained insurance satisfying the requirements set forth in Section 9.9
and on Exhibit 6.1A attached hereto ("Insurance Schedule"). All policies
purchased by Borrower, if any, must show Borrower as the named insured and
whether purchased by Borrower or Tenant shall name Lender and any holder of a
lien evidenced by a mortgage or deed of trust on the Demised Premises or any
part thereof, or any purchaser, transferee or assignee of the rights of any
such holder (or person holding a beneficial interest in the rights of any such
purchaser, transferee or assignee), as additional named insured. So long as
Tenant (or Kmart) is the tenant under the Lease and is eligible to self-insure,
such self-insurance shall be acceptable to Lender or, if not eligible to
self-insure, the insurance provided by Tenant pursuant to the terms of the
Lease shall be deemed to satisfy insurance requirements set forth herein unless
otherwise provided herein.

(i) All policies shall be issued through an insurer
licensed to do business in the State in which the Demised Premises are located,
and listed in "Best's Insurance Key Rating Guide" published by A. M. Best
Company and rated at least "A", Class X or better and have a Standard & Poor's
Ratings Group claims paying rating of BBB or better.

(ii) All policies and bonds shall provide for thirty (30)
days notice of cancellation to Lender and all other additional insureds.

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<PAGE> 25
(iii) All such insurance policies which Borrower maintains
may be in the form of blanket policies in form and substance satisfactory to
Lender. Each policy shall contain a replacement cost endorsement, a chattel
mortgage loss payable clause, a standard Lender's Loss Payable Endorsement made
payable to Trustee and such other endorsements sufficient to prevent Borrower
and Lender and all other additional insureds from becoming co-insurers within
the terms of such insurance with respect to the Improvements. No policy
required hereunder shall have a deductible in excess of $__________ unless
approved in writing by Lender. All such insurance shall be subject to the
approval of the Lender as to insurance companies, amounts, content and forms of
policies and expiration dates.

(iv) Lender shall have received certificates of insurance
and, upon request by Lender or Trustee, certified copies of policies fulfilling
the requirements set forth above.

(b) Lender and Trustee shall be furnished with a binding ALTA
Commitment for Title Insurance ("Title Commitment") from
_____________________________ ("Title Insurance Company") satisfying the
requirements set forth on Exhibit 6.1B attached hereto unconditionally
committing [(subject to a "pending disbursements" clause acceptable to Lender)]
to issue a Mortgagee's Policy of Title Insurance ("Title Policy") with extended
coverage or endorsement and such other endorsements as Lender may require. The
Title Policy shall be in the amount of $____________ (which includes the
principal amount of the Note[s] and the present estimated amount of the
Make-Whole Premium), issued by Title Insurance Company and committing to insure
that the Mortgage when recorded will be a valid first priority lien on [the
Borrower's leasehold interest pursuant to the Ground Lease in] all of
the Demised Premises, and that the Demised Premises are free and clear of all
liens, encumbrances and exceptions, except for the Permitted Encumbrances.
Lender shall not be obligated to disburse any portion of the Loan until after
the recordation of the documents as required by the Title Commitment to permit
the Title Insurance Company to insure the Mortgage as a valid first lien.
Borrower shall take all necessary steps to cause and enable the Title Insurance
Company to issue the Title Policy to Lender in accordance with this Agreement.

(c) Lender and Trustee shall have been provided with an appraisal
of the Demised Premises satisfactory to the Lender and Trustee by an appraiser
acceptable to Lender and Trustee showing (i) the amount of the Loan does not
exceed 100% of the fair market value of the Demised Premises as evidenced by
such appraisal, and (ii) the amount of the Certificates does not exceed 100% of
the fair market value of the Demised Premises as evidenced by such appraisal.

(d) Borrower shall deliver to Lender the Borrower's Certificate
[and the General Partner's Certificate which are attached hereto as Exhibit
6.1C [and Exhibit 6.1D].

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<PAGE> 26
(e) Borrower shall have executed (or caused to be executed or
issued) and delivered to Lender the Note[s] and the Loan Documents, all in form
satisfactory to Lender. Borrower shall have (i) fully cooperated in causing
the Mortgage, Lease Assignment, other Loan Documents at Lender's request and
all required Uniform Commercial Code Financing Statements to be duly recorded
and/or filed in the manner required by the laws of the State in which the
Demised Premises are located, the State in which Borrower's principal place of
business is located, if applicable, and any other applicable jurisdiction, (ii)
paid or caused to be paid all filing fees and recording charges, taxes or
assessments incurred in connection therewith and such recordings and filings
shall be satisfactory to the Lender.

(f) Lender shall be furnished with a current ALTA ["boundary"] ["as
built"] survey of the property depicting the location of any Improvements upon
the Land and the location of all easements and other matters affecting the Land
and otherwise satisfying the requirements set forth on Exhibit 6.1E attached
hereto and the Surveyor's Certificate attached hereto as Exhibit 6.1F. The
survey shall be delivered to Lender by Borrower, at Borrower's sole cost and
expense, and shall be acceptable to Lender and the Title Insurance Company, and
show no state of facts objectionable to Lender or the Title Insurance Company.
Lender may request the Title Insurance Company to issue any appropriate Title
Policy Endorsements within fourteen (14) days after Borrower's delivery of such
survey. The survey shall be prepared for and certified to Lender and Tenant
and each assignee of Lender by a registered land surveyor or registered
engineer approved by Lender.

(g) [No work shall have commenced on the Land and no construction
of any Improvements shall begin without the express written consent of Lender
or, in the alternative, the Title Insurance Company shall have agreed to issue
the policy insuring Lender's first priority lien position.] [Intentionally
omitted.]

(h) [Borrower shall provide Lender with a construction contract
acceptable in form and content to Lender with a contractor or contractors
acceptable to Lender providing for construction of the proposed Improvements
[and Common Area], complete with all onsite and offsite improvements and
Borrower shall provide Lender with an assignment of the contract in form and
content satisfactory to Lender. The financial stability of the contractor
shall be satisfactory to Lender and Borrower shall, upon Lender's request,
provide financial statements for contractor's prior two fiscal years. Lender
shall be provided with a Certificate of Good Standing for the contractor.]
[Intentionally omitted.]

(i) Lender shall have received evidence whether the Land or any
part thereof lies within a "special flood hazard area" as designated on maps
prepared by the Department of Housing and Urban Development and if so
designated, a national flood insurance association standard flood insurance
policy, plus insurance from a private insurance carrier, if necessary, for the
duration of the

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<PAGE> 27
Loan in the amount of the full insurable value of the completed improvements,
naming Lender as a loss payee.]

(j) [Borrower shall provide Lender with a detailed budget ("Cost
Budget") with cost breakdowns for all onsite, offsite and indirect costs for
the [acquisition of the Land and the] Construction, certified to be correct to
the knowledge and belief of Borrower and the general contractor and site
contractor with respect to their own portion of the Construction and approved
in writing by Tenant.] [Intentionally omitted]

(k) [Borrower shall provide Lender with, and Lender shall approve,
the final Plans and Specifications described in Exhibit 1.1B attached hereto,
prepared by an architect acceptable to Lender (including, in Lender's sole
discretion, working drawings) and Borrower shall provide Lender with an
assignment of the Plans and Specifications in form and content acceptable to
Lender.] [Intentionally omitted]

(l) [The general contractor shall, at no expense to Lender,
provide payment and performance bonds in the amount of the full contract price,
issued by a bonding company acceptable to Lender, such bonds to run in favor of
Borrower and Lender as their interests may appear.] [Intentionally omitted]

(m) Lender shall be furnished with satisfactory copies of all
soil, subsoil, geotechnical and other such tests and reports for the Land as
Lender may require, prepared by a registered engineer qualified to do such
testing and acceptable to Lender.

(n) Lender shall have received satisfactory evidence upon Lender's
request (including source and method) that there is adequate ingress and egress
to the Land for its proposed use, public water service available or an adequate
water supply available for the proposed development, that public storm and
sanitary sewer service is available, that fire protection is available and that
necessary arrangements have been made for connection and delivery of each of
the foregoing and electric power, gas and telephone service to the Demised
Premises.

(o) Lender shall have received evidence of payment in full of all
installments of special taxes or assessments, service charges, development
fees, water, sewer and other charges or hookup fees, private maintenance
charges, and other prior lien charges by whatever name called, assessed,
levied, imposed or billed, whether then due on the Closing Date or payable
thereafter, and all installments of general real estate taxes due or payable
must be paid in full.

(p) Borrower shall furnish Lender with certificates from
appropriate public officials and agencies, if available, or other evidence
satisfactory to Lender showing that the Improvements [to be constructed] conform
to all existing Environmental Legal Requirements, and that no conditions exist
in, on or beneath the surface of the Demised Premises that are or might become
Hazardous

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<PAGE> 28
Materials. Lender shall be furnished satisfactory evidence, including but not
limited to a Phase I Environmental Report from a company acceptable to Lender,
showing that there has been no unremediated violation of an Environmental Legal
Requirement or storage, disposal or Release of any Hazardous Materials other
than in compliance with Environmental Legal Requirements. The Phase I
Environmental Report shall be based upon a complete and thorough visual
inspection of the Demised Premises and a review of relevant environmental
regulatory agency files, to confirm the absence of any known Hazardous
Materials on or beneath the surface of the Land or adjacent lands. Borrower
shall also furnish a history of the Demised Premises, listing its prior uses.
Borrower shall furnish Lender with the Hazardous Materials Indemnity Agreement
("Hazardous Materials Indemnity Agreement") in the form attached to this
Agreement as Exhibit 6.1G, executed by Borrower, General Partner and the other
Indemnitors identified therein.

(q) [Borrower shall provide Lender with a Critical Path Schedule in
form satisfactory to Lender setting forth the estimated dates projected for the
various stages of Construction.] [Intentionally omitted]

(r) Borrower shall provide Lender with an inventory of any
personal property owned by Borrower located or to be located on the Land, if
any, including fixtures, furnishings, equipment and all other personal property
used in the operation of the Demised Premises.

(s) Borrower shall deliver to Lender the Lease[, Ground Lease] and
a Consent and Agreement (which shall be executed by Trustee, Lender, Borrower,
Tenant and Kmart), all in form and content acceptable to Lender duly executed
by all parties thereto, and the Lease Guaranty and Indemnity Agreement, each in
the form attached hereto as Exhibit 6.1H duly executed by Kmart.

(t) [Borrower shall provide Lender with copies of any and all
permits or other governmental approvals or consents required to commence and
complete Construction.] [Intentionally omitted]

(u) Kmart and Tenant shall execute and deliver to Lender the Note
Put Agreement.

(v) Borrower shall provide Lender with each of the other Loan
Documents described in Exhibit 6.1I attached hereto, each in form and content
acceptable to Lender.

(w) [Borrower shall provide Lender with a Maintenance Agreement
pursuant to which the Tenant has made arrangements satisfactory with Lender to
pay its prorata share of all Common Area expenses and to maintain and insure
the Common Area.] [Intentionally omitted]

[(x)] Borrower shall provide Lender with [a subordination
agreement from the holder of any encumbrance on the fee subordinating such
encumbrance to the ground lease] [Estoppel Certificate] from Ground Lessor
satisfactory in form and content to Lender.

(y) Lender, Borrower and Tenant shall have approved the Settlement
Statement in writing.

(z) Borrower shall satisfy all other applicable conditions set out
in this Agreement.

6.2 Opinions of Counsel. Borrower, Tenant and Kmart shall each
furnish at the time of execution of the Note[s] and Loan

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<PAGE> 29
Documents and prior to any disbursement an opinion of each of their respective
counsel or special local counsel, addressed to Lender and such other parties as
Lender shall specify and bearing the same date as the Note[s], in substantially
the forms attached hereto as Exhibits 6.2(a), 6.2(b) and 6.2(c) unless
otherwise approved by Lender.

6.3 Satisfactory Proceedings. All proceedings taken in connection
with the transactions contemplated by this Agreement and all documents
necessary for the consummation thereof shall be satisfactory in form and
content to Lender and Lender shall have received a copy (executed or certified,
as may be appropriate) of all legal documents or proceedings taken in
connection with the consummation of such transactions.

6.4 Representations and Warranties. All representations and
warranties by Borrower and General Partner hereunder shall be true and correct.

6.5 No Defaults. There shall exist no condition or event
constituting a Default or an Event of Default under this Agreement or a default
under the Note[s] or any of the other Loan Documents [or the Ground Lease].

6.6 Rating. The Certificates (as defined in Section 14.2), shall
have a Standard & Poor's Ratings Group rating of "BBB-" or better or a Moody's
Investors Services Inc. rating of "Baa3" or better, and Lender shall have
received written evidence thereof.

SECTION 7. DISBURSEMENTS.

7.1 Advance by Lender. Subject to compliance by Borrower with the
terms and conditions provided in Section 6 of this Agreement, Lender shall
disburse the entire Loan Amount as a single advance for the benefit of Borrower
in accordance with the terms of this Agreement to the parties named in and to
be used for the items set forth in the settlement statement ("Settlement
Statement") attached hereto as Exhibit 7. The date of the advance pursuant to
this Section 7 shall be deemed the "Closing Date" for purposes of this
Agreement. The delivery of the documents, certificates and other items
required as conditions under Section 6 to such advance and the subsequent
disbursement of the advance shall be deemed the "Closing" for purposes of this
Agreement.

7.2 [Capitalized Debt Service Reserve. The Capitalized Debt
Service Reserve shall be deemed to be fully disbursed by Lender to Borrower as
of the date of disbursement of all other funds pursuant to Section 7.1 and
shall be applied against the interest and principal payments due under the
Note[s] and shall be used by Trustee as provided in this Section 7.2 to pay all
interest and principal payments due under [the Notes] [the Certificates]
through and including _________, 19__, [and such amount shall be applied in
respect of the principal and interest payments due under the Note[s] through
and including

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<PAGE> 30
_________, 19__]. Lender shall cause Trustee to deduct and pay from
the Capitalized Debt Service Reserve such interest payments and principal
payments. Lender may, in its discretion, refuse to pay such interest or
principal from the Capitalized Debt Service Reserve if, at the time any such
payment is due, disbursements to Tenant have been suspended or halted under
the terms of [either of] the Construction Fund Disbursement Agreement[s] other
than for reasons set forth in Section 8.1(b). If Lender elects not to disburse
interest or principal from the Capitalized Debt Service Reserve for any of the
above mentioned reasons, Lender shall so notify Borrower and thereupon Tenant
shall pay such interest or principal to Lender without the use of the
Capitalized Debt Service Reserve in the manner and at the times provided in the
Note[s]. If no Default or Event of Default exists hereunder, under the Note[s]
or under any other Loan Document, and, if all payments of principal and
interest due under the Certificates through and including _________, 19__ have
been paid, then any funds in the Capitalized Debt Service Reserve remaining
after payment of interest and principal payments due under the Note[s] for
which such Capitalized Debt Service Reserve was established may be applied by
Lender to pay any sum then due and payable pursuant to the Note[s] or any of
the Loan Documents and the balance, if any, shall be disbursed to Tenant.

SECTION 8. [THE CONSTRUCTION.] [ADDITIONAL CONDITIONS PRECEDENT TO LOAN.]

8.1 [Time for Completion.

(a) Borrower shall cause the Construction to be commenced
on or before _________, 199__ ("Construction Commencement Date") prosecuted
with diligence, continuously without cessation or delay (unless excused
pursuant to Section 8.1(b)) and in accordance with the Plans and
Specifications, Sections 8.5 and 8.6, the Lease and the Construction Fund
Disbursement Agreement[s] and shall cause the Construction to be completed
pursuant to all of the foregoing ("Completion of Construction") on or before
the Outside Possession Date (as defined in the Lease. Borrower shall strictly
enforce all contracts for the Construction of the Improvements and not agree
to any alterations or amendments thereof to the end that all contractors
promptly and diligently perform all of the obligations on their part to be
performed thereunder, such performance to be in a manner preserving to Lender
its security in the Land and Improvements thereon.

(b) The cessation or delay of Construction with respect
to the Demised Premises under the Lease shall be excused if Borrower has
secured the consent of Tenant and: (i) the cessation of or delay in
construction shall have been caused by Landlord's Force Majeure (as defined in
the Lease); (ii) Borrower shall have made adequate provision acceptable to
Lender for the protection of materials stored on-site and off-site and for the
protection of the Improvements to the extent then constructed against
deterioration and against other loss or damage or theft; (iii) Borrower shall

26
<PAGE> 31
furnish to Lender satisfactory evidence that such cessation of construction
will not adversely affect or jeopardize the rights of Borrower under material
contracts or subcontracts relating to the construction of the Improvements or
under any Lease; and (iv) Borrower shall furnish to Lender satisfactory
evidence that the Completion of Construction can be accomplished on or before
the Outside Possession Date for such Demised Premises as extended by Landlord's
Force Majeure.

(c) Tenant has agreed pursuant to Lease to accept from
Borrower a completed shell building and Tenant shall complete the Construction
with respect to the Improvements necessary to its occupancy pursuant to the
Lease. Borrower has agreed pursuant to the Lease to provide Tenant an
allowance specified in the Lease which will be used by Tenant to complete such
Construction. Borrower shall be excused from the obligations set forth in
Sections 8.1(a) and 8.5 with respect to that portion of the Construction Tenant
has agreed to complete pursuant to the Lease.] [Intentionally omitted.]

8.2 [Changes in Plans and Specifications or Cost Budget. Any and
all changes in or to the Plans and Specifications or any increase in the Cost
Budget shall be made in compliance with the terms and conditions of the Lease
and the Construction Fund Disbursement Agreement[s], and must be approved by
Lender.] [Intentionally omitted.]

8.3 [Contractor/Materialmen Lists. Borrower shall furnish to
Lender promptly upon request of Lender from time to time correct lists of all
contractors, subcontractors, suppliers or materialmen employed or retained in
connection with the Construction. Each such list shall show the name, address
and telephone number of each such person, a general statement of the nature of
the work to be done, the labor and materials to be supplied, the names of
materialmen if known and the approximate dollar value of such labor or work
with respect to each. Lender shall have the right to telephone or otherwise
communicate with each contractor, subcontractor and materialman to verify the
facts disclosed by such list or by any request for disbursement, or for any
other purpose. All contracts let by Borrower or its contractors relating to
the Construction shall require disclosure to Lender of information sufficient
to make such verification.] [Intentionally omitted.]

8.4 [Incorporation in Land and Improvements. No materials,
equipment, fixtures or any other part of the Improvements or articles of
personal property placed in the Improvements shall be purchased or installed
under any security agreement or other arrangements wherein the seller reserves
or purports to reserve the right to remove or to repossess any such items or to
consider them personal property after their incorporation in the Project unless
authorized by Lender in writing.] [Intentionally omitted.]

8.5 [Completion of Project. Borrower shall cause the Completion of
Construction pursuant to the requirements of the Lease, entirely on the Land
and shall not encroach upon or interfere with any easement, right-of-way or
other property. All

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<PAGE> 32
work on the Improvements shall be performed in strict compliance with all
applicable laws, ordinances, statutes, rules and regulations, including zoning
laws, of federal, state, county or municipal governments or agencies now in
force or that may be enacted hereafter, with all directions, rules, regulations
and codes of the fire marshal, health officer, building inspector or other
officers of every governmental agency now having or hereafter acquiring
jurisdiction, and with all covenants and restrictions running with the Land.]
[Intentionally omitted.]

8.6 [No Liens Permitted. Borrower shall fully pay and discharge
all claims for labor performed and material and services furnished in
connection with the Construction and take all other reasonable steps to
forestall the assertion of claims (i) of liens against the Land, any part
thereof or right or interest appurtenant thereto, the Improvements, any
personal property and fixtures located on or used in connection with, the Land
or the Improvements, or (ii) against the Loan. Nothing herein contained shall
require Borrower to pay any claims for labor, materials or services which
Borrower in good faith disputes and which Borrower, at its own expense, is
currently and diligently contesting, provided however, that Borrower shall,
within thirty (30) days after filing or assertion of any claim or lien that is
disputed or contested by Borrower, obtain and record, if required by Lender, a
surety bond sufficient to release such claim or lien, or provide Lender with an
endorsement to the Title Policy insuring Lender either that the lien and
security interests created pursuant to its Mortgage are and shall continue to
be first and prior to any such claim or lien, or against any loss incurred or
which may be incurred if such lien and security interest are not first and
prior to any such claim or lien. Borrower shall provide Lender copies of all
Requests (as defined in the Construction Fund Disbursement Agreement[s]) and
any and all related documentation submitted in connection therewith.]
[Intentionally omitted.]

8.7 [Certification/Acceptance.

(a) Upon Completion of Construction, Borrower will
promptly furnish Lender evidence of the final certification and/or acceptance
of the Improvements upon the Land by any municipality, utility, county or other
governmental entity whose certification or acceptance thereof is required, and
evidence of all such certifications and/or acceptances and, if required by
Lender, an unqualified Certificate of Substantial Completion on A.I.A. Form G
704 signed by the architect employed by Borrower, who shall first have been
approved by Lender, certifying to the completion of the Improvements, shall be
delivered to Lender promptly thereafter.

(b) Upon Completion of Construction, Borrower will
furnish to Lender full unconditional lien waivers from all persons or entities
for all labor performed and materials supplied in connection with the
Construction in form and content satisfactory to Lender unless Borrower
contests such liens in the manner described and subject to the terms and
conditions of Section 8.6.] [Intentionally omitted.]

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<PAGE> 33
[8.8] Additional Covenants [Regarding Construction]. [Not
later than thirty (30) days after the Completion of Construction,] [As
additional conditions precedent to Lender making the Loan to Borrower, Borrower
shall be in full compliance with and shall have satisfied the following
conditions precedent.] Borrower shall have performed its obligations under each
of the covenants set forth in this Section 8.8.

(a) Borrower shall provide Lender with copies of all
final site plans approved by agencies with jurisdiction over such approval,
building permits and all other permits necessary for construction of the
Demised Premises, along with a certification to Lender from the licensed
project architect or engineer or legal counsel for Borrower acceptable to
Lender stating that the Demised Premises, as designed, meets all local zoning,
platting and permitting requirements, and, that such zoning, platting and
permitting is final and not subject to change. Borrower shall provide Lender
with a copy of the recorded plat of the Land, if any.

(b) Borrower shall provide Lender with an inventory of
all personal property owned by Borrower located or to be located on the Land,
including fixtures, furnishings, equipment and all other personal property used
in the operation of the Demised Premises.

(c) Lender shall be provided with final as-built drawings
and specifications that include all modifications and changes that have been
included in the Plans and Specifications.

(d) All Improvements shall have been constructed within
the boundary lines of the Land as established by a survey which shall be
subject to the approval of Lender. Lender shall be furnished with an ALTA "as
built" survey of the Land prepared for and certified to Lender and each
transferee, purchaser and assignee of Lender by a registered land surveyor or
registered engineer approved by Lender and each such transferee, purchaser and
assignee. The survey shall comply with the requirements set forth on Exhibit
6.1E and shall be accompanied by the Surveyor's Certificate attached hereto as
Exhibit 6.1F.

(e) Lender shall be provided with a certification from a
licensed architect, engineer or construction management/inspection professional
nominated and paid for by Borrower and approved in writing by Lender,
certifying without qualification: (i) that he has regularly inspected the
Improvements [which as to the Demised Premises shall refer to the construction
by Borrower as described in the Lease] during the course of construction, and
(ii) as to the matters set forth in A.I.A. Form G 704.

(f) Borrower shall provide Lender with a certificate from
the project architect and/or engineer stating that the Improvements [which as
to the Demised Premises shall refer to the construction by Borrower as
described in the Lease] are constructed in substantial compliance with all
applicable ordinances, building codes and zoning, environmental and ecological
laws and regulations and are free from encroachment upon building lines,
easements and

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<PAGE> 34
property lines. In the event such certificate or certificates are unavailable,
Borrower shall provide Lender with other evidence of such substantial
compliance satisfactory to Lender in its sole discretion.

(g) Lender shall be provided with a copy of the
Certificate of Occupancy for the Demised Premises to be issued by the [City,
County, etc.] of [name of City, County, etc.], [State].

(h) If the Security shall have suffered any material
damage or destruction, the damaged or destroyed portion of the Security must
have been restored or replaced consistent with the Plans and Specifications
used for the original construction or arrangements satisfactory to Lender shall
have been made for restoration or replacement.

(i) Borrower shall provide Lender with a collateral
assignment of all of Borrower's right, title and interest in and to any utility
contracts, deposits and refundable fees, in form satisfactory to Lender.

[(j) Borrower shall provide Lender with an appraisal of
the Demised Premises as completed in the same form as that required by Section
6.1(c) by an appraiser acceptable to Lender showing the fair market value of
Demised Premises.]

SECTION 9. ADDITIONAL BORROWER [AND GENERAL PARTNER] COVENANTS.

9.1 Borrower [and General Partner] Existence.

(a) Borrower will do or cause to be done all things
necessary to (i) keep in full force and effect Borrower's existence as a
[limited partnership] [limited liability company] and comply with all
applicable laws, statutes, regulations, rules, orders and all applicable
restrictions imposed by any governmental or regulatory body, except
those being contested in good faith by appropriate proceedings and except where
the failure so to comply would not have a Material Adverse Effect on Borrower
and would not result in the forfeiture or sale of the Land, and (ii) maintain
all licenses and permits necessary properly to conduct Borrower's business or
own Borrower's properties, except where the failure to do so would not have a
Material Adverse Effect on Borrower.

(b) [General Partner will do or cause to be done all
things necessary to (i) keep in full force and effect General Partner's
existence and good standing as a corporation and comply with all applicable
laws, statutes, regulations, rules, orders and all applicable restrictions
imposed by any governmental or regulatory body except those being contested in
good faith by

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appropriate proceedings and except where the failure so to comply would not
have a Material Adverse Effect on the Borrower or the General Partner and would
not result in the forfeiture or sale of the Land, and (ii) maintain all
licenses and permits necessary properly to conduct General Partner's business
or own General Partner's properties except where the failure to do so would not
have a Material Adverse Effect on the Borrower or the General Partner.]
[Intentionally omitted.]

9.2 Information; Financial Reports.

(a) Borrower shall promptly: (i) furnish to Lender such
data and information, financial and otherwise, concerning the Improvements as
Lender may from time to time reasonably request; (ii) furnish to Lender each
and every quarterly and annual financial statement of Kmart filed with the
Securities and Exchange Commission during the term of the Lease, including, but
not limited to, balance sheets, income statements, statements of cash flows and
related financial data; (iii) notify Lender of any condition or event which
constitutes a Default or Event of Default or breach, default or repudiation of
any covenant, condition, warranty, representation or provision of the Note[s]
or any of the Loan Documents, the Lease Documents, occurrence of a Triggering
Event (as defined under the Note Put Agreement), and of any material adverse
change in the financial condition of Borrower or, to Borrower's knowledge,
Kmart; and (iv) permit any authorized representative of Lender upon prior
notice to inspect, in Borrower's principal office, the books of account of
Borrower (and to make extracts or copies therefrom) and to discuss the affairs,
finances and accounts of Borrower; and (v) provide Lender on request any and
all information, including but not limited to, the information described in
Section 9.2 (b), with respect to Borrower, its Affiliates, the Demised Premises
and any and all related real property, and any and all information with respect
to any of the foregoing, all of which Lender shall be entitled to rely upon in
preparation of any filings with the Securities and Exchange Commission and
any applicable state securities agency in compliance with applicable law.

(b) Borrower shall furnish or cause to be furnished to
Lender:

(i) Upon Lender's request after an Event of
Default within ten (10) days after the end of each month, the following
statements reflecting the financial condition of Borrower at the end of such
month and the results of its operations for such month: (A) a balance sheet;
(B) an income statement; (C) a statement of cash flows; (D) a statement of
changes in partners' equity, and (E) a statement of amounts due to or from
Borrower from or to any individual or entity directly or indirectly related to
Borrower, all in reasonable detail and duly certified as complete and correct
by the [General Partner] [__________] of Borrower. Such financial statement
shall be accompanied by a statement of [the General Partner] [________] to the
effect that, to the best of its knowledge, there exists no condition or event
which constitutes a Default or an Event of Default under this Agreement or
specifying the nature and period of existence of any such condition or event
and the action Borrower is taking or proposes to take with respect thereto.

(ii) As soon as practicable after the end of each
fiscal year of Borrower, and in any event within ninety (90) days thereafter,
the following financial statements reflecting the

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<PAGE> 36
financial condition of Borrower at the end of such year and the results of its
operations: (A) A balance sheet, (B) an income statement, (C) a statement of
cash flows, (D) a statement of changes in [partners'] [members'] equity, (E) a
statement of changes in financial position, (F) a statement of amounts due to
or from Borrower from or to any entity directly or indirectly related to
Borrower, and (G) a statement of contingent liabilities not otherwise reflected
in such financial statements or the notes thereto; setting forth in each case
in comparative form figures from the previous fiscal year, all in reasonable
detail. The information required by clauses (A), (B), (C), (D) and (E) shall
be certified as complete and correct by the [General Partner] [________] of
Borrower, provided that, if an Event of Default has occurred, such information
shall be audited and certified by an independent certified public accountant as
fairly presenting the financial condition or results of operation of the
Borrower. All such financial statements and reports shall be accompanied by a
statement by the [General Partner] [________] of Borrower that, to the best of
its knowledge, there exists no condition or event which constitutes a Default
or an Event of Default under this Agreement, or specifying the nature or period
of existence of any such condition or event and the action Borrower is taking
or proposes to take with respect thereto.

(iii) Within ten (10) days after the filing of same
with the Internal Revenue Service, copies of the timely filed federal income
tax returns (together with all amended returns relating thereto) of Borrower.

(iv) Promptly upon receipt thereof, copies of all
other detailed financial reports, if any, submitted to Borrower by independent
accountants in connection with any annual or interim compilation or review of
the affairs or the books of Borrower made by such accountants.

(c) Nothing in this Section 9.2 shall be interpreted to
modify, reduce or limit in any manner the provisions of Section 9.3.

9.3 Restriction of Borrower Activities.

(a) Until the Note[s] [has] [have] been paid in full and
fully discharged, Borrower will not, on or after the date of execution of this
Agreement, (i) engage in any business or investment activities other than those
necessary for, incident to, connected with or arising out of owning and leasing
the Demised Premises (including any additions or alterations thereto provided
for in the Lease), (ii) except as may be provided herein or contemplated
hereby, incur any indebtedness (other than the Loan), (iii) amend, or propose
to the [limited partners] [members] of Borrower for their consent any amendment
of, the [Partnership] [Operating] Agreement of Borrower (or, if Borrower by any
means complying with the provisions of this Agreement shall be a successor to
the person named as the Borrower in this Agreement, amend, consent to

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<PAGE> 37
amendment or propose any amendment of the governing instruments of such
successor) without giving notice thereof in writing, not less than thirty nor
more than ninety days prior to the date on which such amendment is to become
effective, to Lender and without first obtaining the written consent of Lender
which shall not be unreasonably withheld, or (iv) take any action or omit to
take any action, which action or omission results in a breach of the
representations and warranties set forth in Section 5.20(a). In the event of
any modification or amendment of the [Partnership] [Operating] Agreement of
Borrower, Lender may impose all such documentary, title insurance, opinion of
counsel or recording and filing conditions and requirements as Lender may
determine in its sole discretion are reasonably required on a conservative
basis or are prudent to assure that Lender's rights under this Agreement, the
Note[s] and the other Loan Documents and Lease Documents will be maintained in
full force and effect and will not be impaired.

(b) [Until the Note[s] [has] [have] been paid in full and
fully discharged, the General Partner will not, on or after the date of
execution of this Agreement, (i) engage in any business or investment
activities other than those necessary for, incident to, connected with or
arising out of serving as General Partner of Borrower; (ii) except as may be
provided herein or contemplated hereby, incur any indebtedness (other than the
Loan), (iii) amend, or propose to its shareholders for their consent any
amendment of, its Articles of Incorporation or Bylaws (or, if the General
Partner by any means complying with the provisions of this Agreement shall be a
successor to the entity named as the General Partner in this Agreement, amend
or consent to amendment or propose any amendment of the governing instruments
of such successor) without giving notice thereof in writing not less than
thirty (30) nor more than ninety (90) days prior to the date on which such
amendment is to become effective to Lender and without first obtaining the
written consent of Lender, which shall not be unreasonably withheld, or (iv)
take any action or omit to take any action, which action or omission results in
a breach of the representations and warranties set forth in Section 5.20(b).
In the event of any modification or amendment of such Articles of Incorporation
or Bylaws, Lender may impose all such documentary title insurance, opinion of
counsel and/or recording and filing conditions and requirements as Lender may
determine in its sole discretion are reasonably required on a conservative
basis or are prudent to assure that Lender's rights under this Agreement, the
Note[s] and other Loan Documents will be maintained in full force and effect
and will not be impaired.] [Intentionally omitted.]

9.4 Ownership of Project; No Encumbrances.

(a) Borrower (i) has and will have full power and
authority to mortgage and pledge its interest in the Mortgaged Estate in the
manner and form granted in the Mortgage or intended and such grant is valid and
effective, (ii) will preserve its title to the Mortgaged Estate, subject only
to Permitted Encumbrances, (iii) will forever warrant and defend the same to
Lender against the claims of all persons claiming by, through or under
Borrower,

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<PAGE> 38
except claims arising from Permitted Encumbrances, and (iv) will take all
action to insure the Mortgage constitutes a valid first lien interest in
Borrower's [fee] [leasehold] interests in the Mortgaged Estate (subject only to
Permitted Encumbrances) and a first priority security interest on all
Borrower's personal property included within the Mortgaged Estate.

(b) Except as otherwise expressly provided in this Agreement
or any other Loan Document, Borrower will not (i) permit any lien (other than
the Permitted Encumbrances), levy, attachment, or restraint to be made or filed
against the Mortgaged Estate or any portion thereof or interest therein by
reason of its own act or omission, or permit any receiver, trustee, or assignee
for the benefit of creditors to be appointed, to take possession of any of
Borrower's assets or any portion of any of the foregoing, or (ii) encumber or
allow the encumbrance of the Mortgaged Estate or any portion of the Mortgaged
Estate or any personal property owned by Borrower and used in connection with
the use, occupancy, or operation of the Project in any way, including any of
the Security, without prior written consent of the Lender.

(c) When available, pursuant to the Mortgage, Security
Agreement and Assignment of Rents ("Second Mortgage"), Borrower shall request
and obtain the discharge and release provided for pursuant to Section 29 of the
Second Mortgage.

9.5 Recording.

(a) Borrower will, upon the execution and delivery hereof
and thereafter from time to time following satisfaction of the requirements of
Section 6.1(e), cause or cooperate with Lender to the extent requested in
causing the Mortgage, Lease Assignment and such other instruments as may be
required and financing statements with respect thereto (collectively,
"Recordable Documents") to be filed, registered and recorded as may be required
by present or future law, to publish notice thereof and create, perfect and
protect the lien and security interest of the Recordable Documents upon the
Mortgaged Estate, Lease and other items comprising the Security and as may be
required by present or future law to publish notice of and protect the validity
of this Agreement, the Lease, the Lease Guaranty, the Mortgage, the Note[s] and
other Loan Documents and Lease Documents.

(b) Borrower will from time to time perform or cause to
be performed any other act required by law and will execute or cause to be
executed any and all further instruments (including financing statements,
continuation statements and similar statements with respect to the Note[s] and
any of the Loan Documents) reasonably requested by the Lender for such
creation, perfection, publication and protection. Borrower shall pay or cause
to be paid all filing, registration and recording taxes and fees incident
thereto and all expenses, taxes, assessments and other governmental charges
incident to or in connection with the preparation, execution, delivery or
acknowledgement of the Recordable Documents, any instruments of further
assurance, the Note[s] and the Loan Documents.

9.6 Termination of the Lease Documents. Until the Note[s] [is]
[are] paid in full and fully discharged and the Mortgage has

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<PAGE> 39
been terminated pursuant to its terms, Borrower (i) hereby waives any
present or future right to terminate the Lease, [Ground Lease], Lease Guaranty,
[Consent and Agreement], and (ii) shall not exercise any such termination
right, whether or not permitted by the express provisions of such documents,
without the prior written consent of Lender. If Tenant terminates the Lease,
Borrower may re-lease the Demised Premises only with the prior written consent
of Lender, which consent shall be given in the sole and absolute discretion of
Lender and as such may be unreasonably withheld.

9.7 Amendments to Lease or Lease Guaranty. Borrower will not
enter into any Material Modification (as defined in the Consent and Agreement)
of the Lease or enter into any amendment or modification of the [Ground Lease,]
Lease Guaranty or other Lease Documents without the prior written consent of
Lender.

9.8 Litigation; Default. Borrower will give or cause to be given
to Lender prompt notice of:

(a) any litigation or claims of which Borrower has actual
knowledge which might have a Material Adverse Effect on the Borrower [or the
General Partner];

(b) all complaints and charges filed by any federal,
state, county, city or other political subdivision of any of the foregoing of
which Borrower has actual knowledge which now or hereafter has jurisdiction
over Borrower or all or any portion of the Demised Premises (i) which may have
a Material Adverse Effect on the Borrower [or the General Partner] or (ii) may
result in such governmental body exercising supervision or control of Borrower
or its business or assets which may delay or require changes in construction or
occupancy of the Improvements or impair the Security or adversely affect any of
Lender's rights under the Note[s] or the Loan Documents;

(d) any breach by Tenant under the Lease, by Kmart under
the Lease Guaranty or by either of them under any other Lease Document, of
which Borrower has actual knowledge.

9.9 Insurance.

(a) From and after the date hereof, Borrower will carry
and maintain (or cause to be carried or maintained) in full force and effect
insurance which satisfies the requirements of the Lease, shall prepay all
premiums in respect thereof through the Rental Commencement Date, and, for any
lease other than the Lease, which satisfies the requirements set forth in
Exhibit 6.1A.

(b) In the event of any loss or claim known to Borrower,
Borrower will give immediate written notice thereof to Lender and,

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<PAGE> 40
subject to the Lease, Lender may make proof of loss if not made promptly by
Borrower. Subject to the terms of the Lease, each insurance company is hereby
authorized and directed to make payment for such loss directly to Lender
instead of to Borrower. Subject to the terms of the Lease, insurance proceeds
or any part thereof may be applied by Lender at its option, either to the
reduction or repayment of the Note[s], including the Make-Whole Premium, or to
the repair, rebuilding and restoration of the Improvements lost, damaged or
destroyed, but Lender shall not be obligated to see to the proper application
of any amount paid over to Borrower; provided, however, that Lender shall apply
such insurance proceeds to the prepayment of the Note[s] required pursuant to
Section 3.3 hereof in the event of a termination of the Lease with respect to
the Demised Premises thereunder by the Tenant pursuant to the provisions of
Article 17(c) of the Lease. Notwithstanding the foregoing sentence: (i) if no
Default or Event of Default exists hereunder and no default exists under the
Note[s] or the Loan Documents, (ii) if the Lease has not been terminated in
whole or in part as a result of the loss in respect of which such proceeds are
paid, and (iii) subject to the terms of the Lease, in the case of any such
loss, damage or destruction of the Improvements as to which rebuilding or
repair of the Improvements can be accomplished prior to the Maturity Date,
Lender shall allow Borrower to elect within thirty (30) days of the date of any
such loss or claim by written notification of Lender and Trustee to utilize
insurance proceeds to the extent necessary to effect the repair, rebuilding or
restoration of the portion of the Demised Premises. In the event that Lender
allows or is required to permit proceeds to be used for the repair, rebuilding
and restoration of the portion of the Demised Premises, Lender may, to the
extent permitted under the Lease, direct that insurance proceeds be placed in a
segregated account with Lender, Tenant or an escrow agent approved by each with
such insurance proceeds to be used for the repair, rebuilding and restoration
of the insured loss through the procedures set forth herein, and with such
other safeguards and procedures for release of such proceeds and payment of the
relevant construction and related expenses as institutional lenders normally
impose for advances of construction loan funds (which may include requirements
that Borrower first expend any difference between such proceeds and the total
cost of repair, rebuilding and restoration). In the event proceedings have
been commenced for foreclosure of the Mortgage or in the event Lender shall
take possession of the Land, all right, title and interest of Borrower in and
to any insurance policies then in force, including any right to unearned
premium, shall inure to the benefit of and pass to Lender or the purchaser of
the Demised Premises upon foreclosure, as the case may be. At Lender's
election, evidence of such insurance satisfactory to it shall be delivered to
it in lieu of such policy or policies.

9.10 [Partnership] [Limited Liability Company] Matters of Borrower.
Borrower [and the General Partner], by executing this Agreement: (a) approves
and ratif[y][ies] the terms and provisions of this Agreement, the Note[s] and
the other Loan Documents; (b) waives all conflicting provisions of the
Borrower's [Partnership] [Operating] Agreement as among Borrower, [the General
Partner]

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<PAGE> 41
and Lender; and (c) agree that Lender shall have no duty to inquire into the
powers of Borrower, [General Partner] or other persons acting or purporting to
act on Borrower's behalf and shall have no responsibility whatsoever to
determine or be concerned with any provisions of the [Partnership] [Operating]
Agreement or any fiduciary or other duty of Borrower [or General Partner] to
any other person or entity. Nothing in this Section 9.10 shall affect any
powers, rights or obligations by or between or among Borrower and any entities
or individuals other than Lender. The sole purpose of this Section 9.10 is for
Borrower [and the General Partner] to waive and eliminate any duty or
obligation of Lender to determine or be concerned with any such powers, rights
or obligations.

9.11 [Corporate Matters of the General Partner. The General
Partner, by executing this Agreement: (a) approves and ratifies the terms and
provisions of this Agreement, the Note[s] and the other Loan Documents; (b)
waives all conflicting provisions of the Articles of Incorporation and Bylaws
of the General Partner as among Borrower, the General Partner and Lender; and
(c) agrees that Lender shall have no duty to inquire into the powers of the
General Partner or the persons acting or purporting to act on its behalf and
shall have no responsibility whatsoever to determine or be concerned with any
provisions of such Articles of Incorporation and Bylaws or any fiduciary or
other duty of Borrower, the General Partner or any director, officer or
shareholder thereof to any other person or entity. Nothing in this Section
9.11 shall affect any powers, rights and obligations by and between or among
the General Partner and any entities or individuals other than Lender. The
sole purpose of this Section 9.11 is for the General Partner to waive and
eliminate any duty or obligation of Lender to determine or be concerned with
any such powers or obligations.] [Intentionally omitted.]

9.12 Change in Entity or Management. Except as permitted under
Section 6.09 of the Mortgage, until payment in full of the Note[s] [neither]
Borrower [nor the General Partner] shall [not] dissolve or liquidate or merge
or consolidate with or into any other entity or turn over the control or
management (other than pursuant to a property management agreement subordinate
to the Mortgage) or operation of its property, assets or business to any other
person, firm or corporation [or permit the [General Partner] [Manager] or
[shareholders] [members] of 25% or more of its outstanding [voting stock]
[equity interest] to withdraw or cease to be the General Partner or such
shareholders members or permit any other person to become an additional
[general partner] [Manager] of the Borrower; provided, however, the [General
Partner] [Manager] or the then existing [shareholders] [equity interest owners]
of the [General Partner] [Manager] may acquire the interest of any
[shareholder] [member] who dies, becomes incompetent or becomes bankrupt or
insolvent [or permit any other person to become the ___________ of Borrower, or
permit 25% or more of the ownership interest of __________ in the Borrower to
be transferred].

9.13 Reimbursement of Certain Legal Expenses. Borrower shall
reimburse Lender on demand for any and all reasonable legal fees and other
out-of-pocket expenses Lender incurs in connection with the preparation,
execution and delivery of any modification, amendment, alteration or consent
to any of the terms or provisions of this Agreement, the Note[s] or any other
Loan Document, including,

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<PAGE> 42
without limitation, the reasonable charges and disbursements of Lender's
counsel, any special counsel or any special local counsel.

9.14 Tenant Estoppels. Upon request by Lender Borrower shall
request of Tenant an Estoppel Certificate addressed to Landlord and Lender
complying with the provisions of the Lease [and Ground Lease].

SECTION 10. DEFAULT.

10.1 Events of Default. In the event of a Default in the
performance by the Borrower of any provisions hereunder, Borrower in some
cases may be entitled to notice and opportunity to cure the Default or
Defaults. In those circumstances when Borrower is entitled to notice and
opportunity to cure, the specific time period shall be provided or referred to
in this Section below, provided, however, that no such notice or opportunity to
cure any such Default shall be required if the granting of such notice or
opportunity to cure such Default would, in the reasonable judgment of Lender,
jeopardize Lender's position in the Security, or otherwise jeopardize
collection of the Note[s] in accordance with its [their] terms. If there is no
time period provided or referred to in this Section below then Borrower is not
entitled to written notice prior to the acceleration of the Note[s]. The term
"Event of Default", as used in this Agreement, shall mean the occurrence or
happening, at any time and from time to time, of any one or more of the
following events:

(a) default in payment or prepayment of the principal of,
Make-Whole Premium, if any, or interest on, the Note[s] when and as the same
shall become due and payable, whether at the due date thereof or at the date
fixed for prepayment or by acceleration or otherwise;

(b) at any time the lien of the Mortgage may be impaired
by any lien, encumbrance or other defect, and, except as provided in Section
8.6, either (i) such lien, encumbrance or other defect is not corrected within
thirty (30) days after notice to Borrower, or (ii) Borrower shall fail or
refuse to obtain insurance or bonding over any such lien, encumbrance or other
defect to Lender's satisfaction within such 30 days;

(c) Borrower assigns this Agreement or any advance to be
made hereunder, or any interest in either, without the prior written consent of
Lender;

(d) [there is any cessation of Construction for any period
after the date of commencement in excess of fifteen (15) days, unless excused
pursuant to Section 8.1(b), or if Construction is abandoned, or if Borrower
is in default under the terms of [either of] the Construction Fund Disbursement
Agreement[s], or the Construction is not completed in compliance with this
Agreement on or before the Outside Possession Date except as extended
pursuant to Section 8.1(b)]; [Intentionally omitted.]

(e) [Borrower executes any security agreement on any
materials, fixtures or articles used in the Construction or on articles of
personal property located on the Land or to be

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<PAGE> 43
incorporated into the Demised Premises, except as permitted by the Mortgage, or
any such materials, fixtures or articles are not substantially in accordance
with the Plans and Specifications, or are purchased pursuant to any conditional
sales contract or other security agreement so the ownership thereof will not
vest unconditionally in Borrower free from liens or encumbrances other than
those granted Lender, or Borrower does not furnish to Lender within ten (10)
days of request therefor the contracts, bills of sale, statements, receipted
vouchers and agreements or any of them under which Borrower claims title to
such materials, fixtures or articles]; [Intentionally omitted]

(f) [Lender determines that the estimated cost to complete
the Construction and pay the items described in Section 7.1 is in excess of the
Loan Amount available to Borrower to complete and pay for such Construction and
items]; [Intentionally omitted]

(g) [Borrower does not disclose to Lender within five (5)
days after demand therefor the names of all contractors, subcontractors,
persons, firms and corporations with whom Borrower contracted or intends to
contract for the Construction or the furnishing of labor or materials or fails
to deliver to Lender upon request copies of all such contracts;

(h) any representation or warranty contained herein, in
the Note[s] or in the Loan Documents or any representation to Lender concerning
the financial condition or credit standing of Borrower or any other Indemnitor
that is a party to the Hazardous Materials Indemnity Agreement proves to have
been false or misleading in any material respect when made]; [Intentionally
omitted]

(i) the Borrower [or General Partner] shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in any involuntary
case or other proceeding commenced against it, or shall make a general
assignment for the benefit of creditors, or shall fail generally to pay its
debts as they become due, or shall take any action to authorize any of the
foregoing;

(j) an involuntary case or other proceeding shall be
commenced against the Borrower [or General Partner] seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 60 days;

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<PAGE> 44
(k) the insurance required herein and under the Mortgage
is cancelled, and replacement insurance satisfactory to Lender is not obtained
by the effective date of cancellation;

(l) any governmental approval, right or license which
Borrower is required by applicable law or regulation to obtain to [construct or]
operate the Demised Premises, and the loss of which will have a Material
Adverse Effect, is suspended, revoked or terminated, or Borrower fails to
obtain and/or maintain such approval, right or license in full force and effect
(collectively, "Appealable Event"), provided, however, if such Appealable Event
is promptly and diligently appealed in accordance with applicable law or
regulation and Lender, in its reasonable judgment, determines that such
Appealable Event shall not have a Material Adverse Effect on the Borrower or
the Mortgaged Estate prior to the completion of such appeal, the occurrence of
the Appealable Event shall only be deemed an Event of Default upon completion
of the appeal resulting in a decision which in the reasonable judgment of
Lender has a Material Adverse Effect on Borrower;

(m) a default under any of the other Loan Documents
(other than the Lease, Lease Guaranty, Indemnity Agreement and Note Put
Agreement) [or the Ground Lease] occurs and is continuing beyond any applicable
grace period; provided, however, a default under Section 6.09 of the Mortgage
shall constitute an Event of Default which is not subject to cure;

(n) a default exists under the Lease which is not cured
within any applicable grace period, and Kmart is in default pursuant to the
Lease Guaranty or the Indemnity Agreement with respect to the Lease default, or
a default or event of default otherwise exists under the Lease Guaranty or the
Indemnity Agreement and is not cured within any applicable grace period;

(o) Lender exercises the Put, and Kmart defaults in the
performance of its obligations pursuant to the Note Put Agreement, and such
default is not cured within any applicable grace period; or

(p) failure of Borrower [or General Partner] to timely
and properly observe, keep or perform any term, covenant, condition, agreement,
or obligation required to be observed, kept or performed herein, in the Note[s]
or in any of the other Loan Documents which has not been specifically referred
to in the Subsections above.

Borrower [or General Partner] shall have thirty (30) days after notice
under this Agreement within which to cure any default arising under this
Section 10.1 except for a default: (i) in payment of any sum pursuant to
[the] [any] Note or any other payment due and payable pursuant to any of the
Loan Documents which is not cured within any applicable grace period provided
in such Loan Documents; (ii) under [the] [any] Note or under any of the Loan
Documents for which a different cure period is specified therein; or (iii)
under Subsection (b), Subsection (c), Subsection (d), Subsection (h),
Subsection (i), Subsection (j), Subsection (k),

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Subsection (l), Subsection (m) or (n) except as otherwise provided therein, or
Subsection (o).

10.2 Lender's Remedies. If any Event of Default occurs, Lender
may, in addition to all remedies at law or in equity under the Mortgage, the
Note[s] and other Loan Documents, at its option, declare the whole of the
unpaid principal and unpaid accrued interest evidenced by the Note[s] and, to
the extent not prohibited by applicable law, an amount as liquidated damages
for the loss of the bargain evidenced hereby (and not as a penalty) equal to
the Make-Whole Premium to be immediately due and payable, without, except as
provided above, notice of any kind, including, but not limited to, notice of
intent to accelerate and notice of acceleration, or demand, and Lender shall be
entitled to commence proceedings for immediate foreclosure of the Mortgage and
may, additionally or alternatively, subject to the provisions of Section 11,
avail itself of any other relief or remedy to which Lender may be legally or
equitably entitled under the Note[s], the other Loan Documents or otherwise.

10.3 [Inspections of Improvements. Lender or its agents at all
times shall have the right, but not the obligation, to enter upon the Demised
Premises during the period of Construction. Any inspection by Lender of the
Demised Premises is for the purpose of protecting the Lender's position in the
Security, and no such inspection shall be a representation by Lender that there
has been a strict compliance upon the part of the general contractor or any
subcontractor with the Plans and Specifications or that the Construction is
free from faulty material or workmanship, nor shall any inspection by Lender
constitute approval of any certification given to Lender or relieve any person
making such certification of responsibility therefor.] [Intentionally
omitted.]

10.4 Reimbursement of Lender. In the event of any conflict, claim
or dispute between the parties hereto affecting or relating to the purpose or
subject matter of this Agreement, Lender shall be entitled to receive all
expenses, including but not limited to,

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reasonable attorneys' fees and disbursements actually incurred or
expended, and accounting fees actually incurred or expended. All monies
advanced by Lender under the terms of this Agreement and all amounts paid,
suffered or incurred by Lender in exercising any authority or rights granted
herein, including attorneys' fees and disbursements and accounting fees as
stated above, shall be added to the amounts payable under the Note[s], shall be
secured by the Mortgage and other Loan Documents, shall bear interest at the
Overdue Rate (as defined in the Note[s]) until paid and shall be due and
payable by Borrower to Lender immediately without demand.

10.5 Cumulative Remedies. All remedies of Lender provided for in
this Agreement are cumulative and shall be in addition to any and all other
rights and remedies provided in the Note[s], the Loan Documents, any other
instrument executed by Borrower in connection with the Loan, or by law. The
exercise of any remedy hereunder shall not in any way constitute a cure or
waiver of an Event of Default, or invalidate any act done pursuant to any
notice of an Event of Default, or prejudice Lender in the exercise of any of
its rights hereunder or elsewhere unless, in the exercise of such rights,
Lender realizes all amounts owed to it under the Note[s], the Mortgage and any
other Loan Document. The rights and remedies provided Lender by this
Agreement, the Note[s] and the Loan Documents shall be cumulative. All rights,
powers and remedies granted Lender herein or otherwise available to Lender are
for the sole benefit and protection of Lender, and Lender may exercise any such
right, power or remedy at its option and in its sole and absolute discretion
without any obligation to do so. In addition, if under the terms hereof
Lender is given two or more alternative courses of action, Lender may elect any
alternative or combination of alternatives, at its option and in its sole and
absolute discretion.

10.6 Inspection of Books and Records. Lender, through its
officers, agents or employees, shall have the right at all times upon prior
notice, if Borrower is not in default, and without notice, if Borrower is in
default, to inspect, examine, copy and make extracts of the books, records,
accounting data and other documents, including without limitation all permits,
licenses, consents and approvals issued to Borrower of all governmental
authorities having jurisdiction over Borrower, the Construction or the Demised
Premises. Such books, records and documents shall be made available to Lender
at Borrower's office promptly upon demand therefor. Lender shall have no, and
is not assuming any, responsibility or duty to supervise or to inspect any
books and records, nor shall any inspection or verification by Lender
constitute approval of any certification given to Lender, such inspections and
verifications (specifically including inspections and verifications under
Section 5) being for the exclusive benefit and protection of Lender. Lender
shall in no event have any obligation to take any action pursuant to this
Section 10 or any other provision of this Agreement, the Note[s] or any of the
other Loan Documents or to mitigate any damages. Further, Lender shall have no
obligation to inspect or take any action with respect to

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<PAGE> 47
the Demised Premises, and shall not be subject to any liability for any failure
to inspect or to take any other action pursuant to this Agreement, the Note[s],
or any other Loan Document or with respect to the Demised Premises. [Failure
to inspect the Construction or any part thereof shall not constitute a waiver
of any of Lender's rights hereunder.] Inspection not followed by a notice
of Default shall not constitute a waiver of any Event of Default then existing.

10.7 Recapture. To the extent any holder of [the] [a] Note
receives any payment by or on behalf of Borrower, which payment or any part
thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required to be repaid to Borrower or its respective trustee,
receiver, custodian, liquidator or any other party under bankruptcy law, state
or federal law, common law or equitable cause, then to the extent of such
payment or repayment, the obligation or part thereof which has been paid,
reduced or satisfied by the amount so repaid shall be reinstated and shall be
included within the liabilities of Borrower to the holder of [the] [such] Note
as of the date such initial payment, reduction or satisfaction occurred.

SECTION 11. BORROWER LIABILITY.

11.1 Recourse Limitation. Notwithstanding anything to the contrary
contained herein, in the Note[s] or in any Loan Documents, but without in any
manner affecting the validity of the Note[s] or the lien of the Mortgage or any
other instrument securing the Note[s], upon the occurrence of an Event of
Default under [the] [a] Note or under the terms of any of the other Loan
Documents, or upon the maturity of [the] [a] Note, whether by acceleration or
the passage of time or otherwise, the recourse of Lender as it relates to
Borrower or its partners shall be (i) solely by judicial foreclosure or other
remedies set forth in the Mortgage, the Note[s] or other Loan Documents, (ii)
as set forth in Section 10, including, without limitation, the appointment of a
receiver for the collection of any rents, income and profits, and (iii) as set
forth in the Lease Documents. Subject to the limitations set forth below,
there shall be no personal liability of Borrower or its [partners] [members]
for the payment of principal or interest or other amounts which may become due
and payable on or under the terms of the Note[s], this Agreement or any other
Loan Documents. Subject to the limitations set forth below, Lender shall look
solely to the Security upon foreclosure of the lien or security interests under
any of the Loan Documents, and no deficiency judgment for amounts unsatisfied
after the application of such Security and the proceeds thereof shall ever be
instituted, sought, taken or obtained against Borrower or its [partners]
[members] for any amounts which become due and owing. Nothing contained in
this Section shall be deemed to prejudice the rights of Lender to recover all:
(a) funds, damages or costs (including without limitation, attorneys' fees and
disbursements) incurred by Lender as a result of fraud, willful misconduct,
intentional misrepresentation or intentional breach of any representation or
warranty by or on behalf of Borrower; (b)

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<PAGE> 48
condemnation or insurance proceeds, or other similar funds or payments
attributable to the Security or any other property or collateral held as
security for the Note[s], which under the terms of any Loan Document should
have been paid to Lender but which has been retained by Borrower or an
Affiliate of Borrower; (c) unpaid principal balance of the Note[s], Make-Whole
Premium and accrued interest in the event the Mortgage, Lease Assignment or
Pledge Agreement fails to create and perfect a first and prior lien or security
interest upon the Land, Improvements or other Security; (d) any present or
future tenant security deposits, Advance or Prepaid Rents or other rents, or
other similar sums paid to and held by or for the account of Borrower at the
time of any default under the Note[s] or other Loan Documents or upon the
maturity of [the] [a] Note by acceleration or otherwise; (e) amounts
recoverable under the Hazardous Materials Indemnity Agreement executed and
delivered by the Borrower and any of the other required parties thereto
pursuant to this Agreement; (f) damages in any tort action arising out of
conversion, waste, fraud, misappropriation or other tortious conduct of
Borrower [or the General Partner]; (g) any protective advances that shall have
been made or enforcement costs that shall have been incurred by Lender pursuant
to the provisions of the Note[s] or the Loan Documents; and (h) costs and
attorneys' fees and disbursements that may be incurred by Lender pursuant to
the terms of the Note[s] or the Loan Documents. "Advance or Prepaid Rents"
shall mean all rents properly allocable to a period subsequent to the date
received and unearned under the terms of the Lease. In addition, nothing
contained herein shall (x) be, or be deemed to be, a release or impairment of
any part of the indebtedness evidenced by the Note[s], or of the lien or
security interest of any Loan Document, or (y) limit or otherwise prejudice in
any way the rights of Lender to foreclose the Mortgage or, subject to the
recourse limitation set forth in this Section 11.1, to enforce any of its other
rights or remedies under the Note[s] or under any other Loan Document.

11.2 Loss of Limited Recourse. Notwithstanding any other provision
hereof, of the Note[s] or of the Loan Documents, nothing contained herein or
therein shall limit or otherwise prejudice in any way, the recourse of Lender
against Borrower in the event the presence of Hazardous Materials are
discovered in, on or beneath the surface of the Land and are not remediated to
the satisfaction of Lender in its sole discretion prior to the commencement of
any action or proceeding seeking such recourse which recourse is limited to the
greater of the actual cost of such remediation or the diminution in value of
the Demised Premises if such remediation cannot be completed; provided,
however, this provision shall in no event be construed to limit or modify
Lender's recourse under the Hazardous Materials Indemnity Agreement.

11.3 Judicial or Other Proceedings. Nothing contained in Section
11.1 shall prevent Lender from naming or joining Borrower [or the General
Partner] against whom recourse is limited in any judicial or other proceeding
which the Lender determines in good faith is necessary because of any
jurisdictional or notice or

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procedural law or rule, provided that any judgment obtained shall not (except
as otherwise provided in Section 11.1) be satisfied from any property of such
party that has not been given as Security.

SECTION 12. WAIVERS.

12.1 Waiver by Borrower [and General Partner]. In respect of the
Note[s] and the Loan Documents, Borrower [and the General Partner] waive
presentment, demand, protest and notices of protest, nonpayment, partial
payment and all other notices and formalities, except as expressly provided for
in this Agreement. Borrower [and the General Partner] further consent to and
waive notice of (i) the granting of indulgences or extensions of time or
payment, (ii) the taking or releasing of security, and (iii) the addition or
release of persons who may be or become primarily or secondarily liable for the
Loan or any other indebtedness or any part thereof secured by the Mortgage or
other Loan Documents, all in such a manner and at such time or times as Lender
may deem advisable.

12.2 Waiver by Lender. Lender may waive any requirement herein.
No delay or omission by Lender in exercising any right, power or remedy
hereunder and no indulgence given to Borrower or to any other party with
respect to any conditions set forth herein shall impair any right, power or
remedy of Lender under this Agreement or be construed as Lender's waiver of or
acquiescence in any Event of Default. No such delay, omission or indulgence by
Lender shall be construed as a variation or waiver of any of the terms,
conditions or provisions of this Agreement. No purported waiver of any Event
of Default shall be effective unless it is written and signed by an authorized
representative of Lender. No waiver by Lender of any Event of Default shall
constitute a waiver of any other prior or subsequent Event of Default or of the
same Event of Default after notice to Borrower demanding strict performance.
No single or partial exercise of any right, power or remedy shall preclude any
other or further exercise thereof or of any other right, power or remedy. All
rights, powers and remedies existing under this Agreement, the Note[s] and the
other Loan Documents are in addition to and not exclusive of any rights, powers
or remedies otherwise available. Lender shall not be estopped to take, or from
taking, any action with respect to any Event of Default because of any delay by
Lender in giving notice of Default or in exercising any remedy based thereon.

12.3 Waiver of Jury Trial. Borrower and Lender hereby irrevocably
and unconditionally waive all right to trial by jury in any action, suit,
proceeding or claim that relates to or arises out of the Note[s] or any of the
Loan Documents or the acts or failure to act of or by the parties in the
enforcement of any of the provisions of the Note[s] or any of the Loan
Documents.

SECTION 13 ACTION UPON AGREEMENT; ENTIRE AGREEMENT; AGREEMENT FOR PARTIES'
BENEFIT. This Agreement is made for the sole protection and benefit of the
parties and no other person or persons shall

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have any right of action hereon, provided that Lender may freely assign or
transfer its rights under this Agreement. Other than as provided in the
Mortgage, Borrower may not assign, sell or otherwise transfer any of its rights
under this Agreement and any such purported assignment, sale or transfer shall
be void and constitute an Event of Default which is incapable of cure. This
Agreement embodies the entire agreement of the parties in relation to the
subject matter hereof. There are no prior or contemporaneous representations,
promises, warranties, understandings or agreements, expressed or implied, oral
or otherwise, in relation to the subject matter of this Agreement, except those
expressly referred to or set forth herein, in the Note[s] or in the Loan
Documents. Borrower acknowledges that the execution and delivery of this
Agreement is its free and voluntary act and deed, and that such execution and
delivery have not been induced by, nor done in reliance upon, any
representations, promises, warranties, understandings or agreements made by
Lender, its agents, officers, employees or representatives. No promise,
representation, warranty or agreement made subsequent to the execution and
delivery hereof by either party hereto, and no revocation, partial or
otherwise, or change, amendment, addition, alteration or modification of this
Agreement shall be valid unless the same be in writing signed by all parties
hereto or by their duly authorized agents.

SECTION 14. SUCCESSORS AND ASSIGNS.

14.1 General. This Agreement shall be binding upon the Borrower
(and its respective successors and assigns) and shall be binding upon, and
inure to the benefit of, Lender, and Lender's successors and assigns, including
[the Trustee and] each successive holder or holders of the Note[s]. [The
Trustee and] each successive holder or holders of the Note[s], [including the
Trustee,] and the holders of the Certificates (defined in Section 14.2) shall
have all rights and privileges of the "Lender" hereunder.

14.2 Consent to Assignment. Notwithstanding any other provision of
this Agreement, Borrower [and General Partner each] hereby acknowledges and
consents to the sale, conveyance, transfer and absolute assignment
simultaneously with the Closing by Lender of all of its right, title and
interest in and under [this Agreement and under the Note, the Mortgage and all
other Loan Documents to Trustee pursuant to the Trust Agreement under which the
Mortgage Pass-Through Certificates ("Certificates") will be issued] [(I) the
Series A Note to the Series A Pass-Through Trustee pursuant to the Series A
Pass-Through Trust Agreement under which the Series A Mortgage Pass-Through
Certificates (________________) will be issued; (ii) the Series B Note to the
Series B Pass-Through Trustee pursuant to the Series B Pass-Through Trust
Agreement under which the Series B Mortgage Pass-Through Certificates
(_____________) will be issued (the Series A Certificates and Series B
Certificates collectively, "Certificates"); and (iii) this Agreement, the
Mortgage and other Loan Documents to the Trustee

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<PAGE> 51
pursuant to the Collateral Trust Agreement]. Trustee shall have the sole right
to exercise all rights, privileges and remedies (either in its own name or in
the name of the Lender for the use and benefit of the Trustee) which by the
terms of this Agreement or by applicable law are permitted or provided to be
exercised by the Lender [, provided that, as set forth in the Series A Pass-
Through Trust Agreement and the Series B Pass-Through Trust Agreement, the
holders of the Notes shall be entitled to exercise the rights, privileges and
remedies thereof]. Borrower [and General Partner each] further acknowledges
and agrees that all Borrower's [and General Partner's] representations,
warranties, covenants, agreements and other obligations hereunder and under the
Note[s], the Mortgage and the other Loan Documents are made for the benefit of
[the Trustee and] each successive holder or holders of the Note[s], including
but not limited to [the Pass-Through] Trustee[s] and the holders of the
Certificates, and [the] Trustee[s] accept[s] the sale, conveyance, transfer and
absolute assignment in reliance upon the Borrower's [and General Partner's]
representations, warranties, covenants, agreements and other obligations
hereunder and under the Note[s], the Mortgage and the other Loan Documents. In
order to further induce [the Trustee and] any such successive holder or holders
of the Note[s], including but not limited to [the Pass-Through] Trustee[s] and
the holders of the Certificates, to accept such assignment, Borrower [and
General Partner each] hereby makes the following representations, warranties,
covenants and agreements:

(a) to the best of [its] [their] knowledge, Borrower [and
General Partner] [do] [does] not have any right, including any claim,
counterclaim, right of set off or deduction or other defense of any kind to
withhold payment or performance of any of their respective obligations
hereunder, under the Note[s] or under any of the other Loan Documents ("Lender
Defenses");

(b) in the event Borrower [or General Partner] becomes aware
of any Lender Defenses, Borrower [and General Partner each] hereby waives and
agrees not to assert the same against the Trustee[s], the holders of the
Certificates or any other holder[s] of the Note[s];

(c) upon consummation of the sale, conveyance, transfer and
absolute assignment to Trustee[s], Borrower hereby waives any right to
challenge the status of the [Pass-Through] Trustee[s] as [a] bona fide
purchaser[s] of the Note[s] for value and [a] holder[s] of the Note[s] [or to
challenge the status of Trustee as holder of the Collateral (as defined in the
Collateral Trust Agreement) in trust for the benefit of the holders of the
Notes];

(d) Trustee[s] [is] [are] [a] third party beneficiar[y] [ies]
of this Agreement and the other Loan Documents entered into between Borrower
and Lender; and

(e) upon consummation of the sale, conveyance, transfer
and absolute assignment to Trustee, Trustee shall be deemed to be Lender
hereunder, and shall succeed to all of the rights of Lender

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hereunder [to hold and exercise for the benefit of the holders of the Notes].

SECTION 15. GENERAL.

15.1 Registered Note[s].

(a) The Borrower shall cause to be kept at its principal
office a register for the registration and transfer of the Note[s] (the "Note
Register") and the Borrower will register or transfer or cause to be registered
or transferred as hereinafter provided any Note issued pursuant to this
Agreement.

(b) At any time and from time to time the registered
holder of any Note which has been duly registered as hereinabove provided may
transfer such Note upon surrender thereof at the principal office of the
Borrower duly endorsed or accompanied by a written instrument of transfer duly
executed by the registered holder of such Note or its attorney duly authorized
in writing.

(c) The persons in whose name any registered Note shall
be registered shall be deemed and treated as the owner and holder thereof for
all purposes of this Agreement. Payment of or on account of the principal,
Make-Whole Premium, if any, and interest on any registered Note shall be made
to or upon the written order of such registered holder.

15.2 Exchange of Notes. At any time and from time to time, upon
surrender of such Note at its office, the Borrower will deliver in exchange
therefor, without expense to such holder, except as set forth below, a Note for
the same aggregate principal amount as the then unpaid principal amount of the
Note so surrendered, or Notes in the denomination of $100,000 or any amount in
excess thereof as such holder shall specify, dated as of the date to which
interest has been paid on the Note so surrendered or, if such surrender is
prior to the payment of any interest thereon, then dated as of the date of
issue, registered in the name of such person or persons as may be designated by
such holder, and otherwise of the same form and tenor as the Note so
surrendered for exchange. The Borrower may require the payment of a sum
sufficient to cover any stamp tax or governmental charge imposed upon such
exchange or transfer.

15.3 Loss, Theft, Etc., of Note. Upon receipt of evidence
satisfactory to the Borrower of the loss, theft, mutilation or destruction of
any Note, and in the case of any such loss, theft or destruction upon delivery
of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Borrower, or in the event of such mutilation upon
surrender and cancellation of such Note, the Borrower will make and deliver
without expense to the holder thereof, a new Note, of like tenor, in lieu of
such lost, stolen, destroyed or mutilated Note. If the Lender or any
subsequent institutional investor is the owner of any such lost, stolen or
destroyed Note, then the affidavit of an authorized

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officer of such owner, setting forth the fact of loss, theft or destruction and
of its ownership of such Note at the time of such loss, theft or destruction
shall be accepted as satisfactory evidence thereof and no further indemnity
shall be required as a condition to the execution and delivery of a new Note
other than the written agreement of such owner to indemnify the Borrower.

15.4 Time of Essence; Counterparts. Time and the exactitude of
each of the terms, conditions and provisions herein are expressly made of the
essence of this Agreement. This Agreement may be executed in counterparts by
the parties but all such counterparts together shall constitute one and the
same document.

15.5 Governing Effect. This Agreement is not intended to
supersede the provisions of the Mortgage, the Note[s] or any other Loan
Documents, but shall be construed as supplemental thereto. In the event of any
inconsistency between the provisions hereof and the Mortgage or the other
Security documents, it is intended and agreed that this Agreement shall control
on all matters other than the creation, perfection and priority of the security
interests and liens granted thereby or other than as expressly provided
otherwise in the Mortgage or the other Security documents.

15.6 Notices. All notices, requests, demands or other
communications under this Agreement, [a] [the] Note or any other Loan Document
(unless expressly provided otherwise therein) shall be in writing and shall be
addressed, in the case of Borrower, to __________________________
_________________________, Attention:
__________________________________________________, with a copy to
_________________________________________________________________; in the case
of Lender, to 40 North Central Avenue, Suite 2700, Phoenix, Arizona 85004,
Attention: Norman C. Storey; and, in the case of [any of the] Trustee[s], to
United States Trust Company of New York, c/o U.S. Trust Company of California,
N.A., 555 South Flower Street, Suite 2700, Los Angeles, California 90071,
Attention: Corporate Trust Division, or to such other address as either party
may designate in writing. All notices hereunder shall be effective: (a) three
(3) days after deposit in the U. S. Mail, postage prepaid, registered or
certified mail, return receipt requested; (b) upon delivery, if delivered in
person to the address set forth above; or (c) upon delivery, if sent by
overnight courier, such as Federal Express; except that notices of change of
address shall be effective ten (10) days after the effective date of all other
notices hereunder. Borrower shall forward to Lender, without delay, any
notices, letters or other communications delivered to the Demised Premises or
to Borrower naming Lender or the "Construction Lender" as addressee, or which
could reasonably be deemed to have a Material Adverse Effect on the
construction of the Project or the ability of Borrower to perform its
obligations to Lender.

15.7 Lender as Borrower's Attorney-in-Fact. Borrower irrevocably
appoints, designates and authorizes Lender as its attorney-in-fact with full
power of substitution (which

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appointment, designation and authorization is coupled with an interest and
shall be irrevocable) in the event Borrower fails to timely do so to file for
record any notices of completion, cessation of labor or any other notice that
Lender deems necessary or desirable to protect its interest hereunder or under
the Note[s] or Mortgage or any other Loan Document.

15.8 Lender's Rights. Lender shall have the right to commence,
appear in or defend any action or proceeding purporting to affect the rights,
duties or liabilities of the parties hereunder or the disbursement or use of
the Loan Amount or any portion thereof.

15.9 [Posting Financing Sign. Lender or its agents shall have the
right to post a sign on the Land until the Outside Possession Date to indicate
the source of financing.] [Intentionally omitted.]

15.10 Borrower Indemnification. Except for liabilities, expenses,
and damages to which the provisions of the Hazardous Materials Indemnity
Agreement applies, to the fullest extent permitted by law, Borrower [and
General Partner each] shall protect, indemnify, defend, and save harmless
Lender, its directors, officers, agents, shareholders, representatives and
employees from and against any and all liability, expense, or damage of any
kind or nature and from any suits, claims, or demands, including reasonable
legal fees and expenses actually incurred on account of any matter or thing or
action or failure to act by Lender, whether in suit or not, arising out of this
Agreement or in connection herewith, unless such liability, expense, suit,
claim, or damage is caused by the willful misconduct of Lender, its directors,
officers, agents, shareholders, representatives and employees, or unless such
liability, expense, suit, claim, or damage is deemed by a court of competent
jurisdiction in a final non-appealable judgment or order to be the liability of
Lender as a result of wilful misconduct by Lender, its directors, officers,
agents, shareholders, representatives or employees, or unless, with respect to
any such liability, expense, suit or claim which is settled by Lender, it is
determined finally in a judicial or arbitration proceeding that such loss,
evidenced by such settlement, is the liability of Lender as a result of wilful
misconduct by Lender, its directors, officers, agents, shareholders,
representives or employees. Upon receiving knowledge of any suit, claim, or
demand asserted by a third party that Lender believes is covered by this
indemnity, Lender shall give Borrower prompt notice of the matter and an
opportunity to defend it at Borrower's sole cost and expense, with legal
counsel satisfactory to Lender. Lender may also require Borrower [and General
Partner each] to so defend the matter to the extent this indemnity is
applicable. The obligations on the part of Borrower [and General Partner]
under this Section 15.10 shall survive the Closing Date and the repayment of
the Loan.

15.11 Controlling Provision. All agreements between Borrower and
Lender are expressly limited so that, and Borrower and Lender intend and agree
that, in no contingency or event whatsoever, whether by reason of advancement
of the proceeds of the Note[s], acceleration of maturity of the unpaid
principal balance thereof,

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or otherwise, shall the amount paid or agreed to be paid to Lender for the use,
forbearance or detention of the money to be advanced hereunder exceed the
highest lawful rate permissible under applicable usury law. In the
determination of the rate of interest under this provision, any charges which
are determined to be interest shall be spread over the term of the Loan in
ascertaining whether the interest rate has exceeded the highest lawful rate
permissible under applicable law. If, from any circumstances whatsoever,
fulfillment of any provision of the Note[s] or of the Mortgage securing the
Note[s], or any other agreement referred to therein or otherwise relating to
the Note[s], at the time performance of such provision shall be due, shall
involve transcending the limit of validity prescribed by law which a court of
competent jurisdiction may deem applicable thereto, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity, and
if, from any circumstance, Lender shall ever receive as interest an amount
which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the unpaid principal
balance due as of the date such amount is received or deemed to be received by
Lender and not to the payment of interest. This provision shall control every
other provision of all agreements between Borrower and Lender. However, in the
event an amount determined to be excessive interest is applied against the
unpaid principal balance, and thereafter the rate of interest accruing under
the Note[s] decreases, the Note[s] shall, in fact accrue interest at the
highest lawful rate until such time that an amount accrues equal to the amount
of excessive interest previously applied against principal. Notwithstanding
the foregoing, if the provisions of any law or regulation of the United States
or any agency or instrumentality thereof, as amended, which validly superseded
any restriction of the State of New York, would permit Lender to charge or
receive a rate of interest with respect to the indebtedness evidenced by the
Note[s] in excess of the maximum rate of interest (if any) permitted to be
charged or received by Lender under applicable law of the State of New York,
the less restrictive provisions of any such United States law or regulation
shall apply in determining the rate of interest permitted to be charged or
received.

15.12 Section Headings. Section headings are not to be considered
a part of this Agreement and are included solely for convenience of reference
and are not intended to be full or accurate descriptions of the contents
hereof. All persons, firms and/or entities identified by the designation
"Borrower" herein shall be jointly and severally liable to Lender for the
faithful performance of the terms hereof.

15.13 Applicable Law. This Agreement shall be construed and
enforced under the law of the State of New York without giving effect to the
choice of law principles thereof, unless preempted by the laws or regulations
of the United States.

51
<PAGE> 56
15.14 Submission to Jurisdiction. Borrower [and General Partner
each] hereby consents to the jurisdiction of any state or federal court located
within the County of New York, State of New York, and irrevocably agrees that
all actions or proceedings relating to this Agreement, the Note[s], and the
other Loan Documents may be litigated in such courts, and the Borrower [and
General Partner each] waives any objection which [it] [they] may have based on
improper venue or forum non conveniens to the conduct of any proceeding in any
such court, waives personal service of any and all process upon them, and
consents that all such service of process be made by registered or certified
mail (return receipt requested) or messenger to it at its address set forth in
Section 15.6, above, or to its agent, referred to below, at such agent's
address, set forth below, and that service so made shall be deemed to be
completed in accordance with Section 15.6. Borrower [and General Partner
each] hereby appoint the CT Corporation System, Inc., with an office on the
date hereof at _____________________________ New York, New York ________ as
[its] [their] agent for the purpose of accepting service of any process within
the State of New York and shall execute any confirmation thereof requested by
Lender. Nothing contained in this Section shall affect the right of any
holder[s] of the Note[s] to serve legal process in any other manner permitted
by law, to bring any action or proceeding in the courts of any jurisdiction
against the Borrower [or General Partner], or to enforce a judgment obtained in
the courts of any other jurisdiction.

15.15 Severability. Should any provision of this Agreement, [a]
[the] Note or any of the other Loan Documents for any reason be declared
unenforceable by a court of competent jurisdiction (sustained on appeal, if
any), such unenforceability shall not affect the enforceability of any other
provision hereof or thereof, all of which shall remain in force and effect as
if this Agreement, [such] [the] Note or such other Loan Document had been
executed with the unenforceable provision thereof eliminated. It is the
intention of the parties hereto that they would have executed the remaining
provisions of this Agreement without including therein any such part, parts or
portion which may for any reason be hereafter declared unenforceable, provided
that, if any provision of this Agreement, [a] [the] Note or any of the other
Loan Documents shall be unenforceable by reason of a final judgment of a court
of competent jurisdiction based upon a court's ruling (sustained on appeal, if
any) that such provision is unenforceable because of the excessive degree or
magnitude of the obligation imposed thereby on any party, that unenforceable
obligation shall be reduced in magnitude or degree by the minimum degree or
magnitude necessary in order to permit the provision to be enforceable by
Lender. In the event the provisions of the immediately preceding sentence
apply, the parties shall make appropriate adjustment to the provisions of this
Agreement, the Note[s] and the other Loan Documents to give effect to the
benefits intended to be conferred upon the parties hereby.

15.[16] Further Assurances. Borrower [and General Partner each]
shall, after the execution of this Agreement, at the request of Lender, execute,
acknowledge and deliver such other documents or instruments and take any other

52
<PAGE> 57
or further acts as may be reasonably required to evidence or confirm the
transaction contemplated hereby or as may otherwise be necessary to carry out
or to fulfill Borrower's [or General Partner's] covenants and obligations
hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

NATIONAL TENANT FINANCE CORPORATION,
a Delaware corporation

By
------------------------------
Its
------------------------------
(LENDER)

-------------------------------,
a ------------ limited [partnership]
[liability company]

By -------------------------------
[a ------------ corporation,] its
[sole General Partner] [________]

[By
------------------------
Its
------------------------]
(BORROWER)

[----------------------------------, a
------------ corporation

By
---------------------------------
Its
-----------------------------]
(GENERAL PARTNER)

53
<PAGE> 58
EXHIBITS TO LOAN AGREEMENT

EXHIBIT 1.1A Legal Description of Land

EXHIBIT 1.1B Plans & Specifications

EXHIBIT 1.1C Description of Lease and Lease Guaranty

EXHIBIT 1.2A Promissory Note[s]

EXHIBIT 1.2B Loan Documents

EXHIBIT 1.2C [Construction Fund Disbursement Agreement[s]] [Intentionally
Omitted]

EXHIBIT 1.3 Note Put Agreement

EXHIBIT 5.1A Borrower's Certificate of Non-Foreign Status

EXHIBIT 5.1B [General Partner's Certificate of Non-Foreign Status]
[Intentionally Omitted]

EXHIBIT 5.3 Documents to be Filed or Recorded

EXHIBIT 5.12 Facts Relied On

EXHIBIT 6.1A Insurance Requirements

EXHIBIT 6.1B Title Insurance Requirements

EXHIBIT 6.1C Borrower's Certificate

EXHIBIT 6.1D General Partner's Certificate] [Intentionally Omitted]

EXHIBIT 6.1E Survey Requirements

EXHIBIT 6.1F Surveyor's Certificate

EXHIBIT 6.1G Hazardous Materials Indemnity Agreement

EXHIBIT 6.1H Lease Guaranty and Indemnity Agreement

EXHIBIT 6.1I Other Loan Documents

EXHIBIT 6.2 Form of Opinion of Borrower's Counsel

EXHIBIT 7 Settlement Statement

<PAGE> 1
EXHIBIT 4.7

U.S. $____________ ____________, 199_

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned,______________________ ("Maker"), a
_________ limited [partnership] [liability company], hereby unconditionally
promises to pay to the order of United States Trust Company of New York
("Payee"), a New York banking corporation, c/o U.S. Trust Company of
California, N.A., 555 South Flower Street, Suite 2700, Los Angeles, California
90071 or such other address given to Maker by Payee from time to time, the
principal sum of __________________________________ DOLLARS ($__________) in
lawful money of the United States of America, together with interest
(calculated on the basis of a 360-day year of twelve 30-day months), on the
unpaid principal balance from day-to-day outstanding, computed from ___________
199__, until Maturity (as defined below) at a rate per annum ("Note Rate")
equal to the lesser of (a) the Maximum Rate, or (b) ____________ percent
(____%).

Section 1. Definitions. When used in this Note, the following terms
shall have the respective meanings specified herein or in the Section referred
to:

"Business Day" shall mean any day other than (i) a Saturday or Sunday,
or (ii) a day on which banks in New York are required by law to close or are
customarily closed.

"[Collateral] Trust Agreement" shall mean that certain [Collateral]
Trust Agreement dated as of ________, 19__ between Lender and [Payee]
[Collateral Trustee] pursuant to which Lender conveyed to [Payee] [Collateral
Trustee] all of Lender's right, title and interest in and to the Loan
Agreement, [any Note[s] issued pursuant to the Loan Agreement,] and the Loan
Documents.

["Collateral Trustee" shall mean United States Trust Company of New
York, a New York banking corporation, as collateral trustee pursuant to the
Collateral Trust Agreement.]

"Event of Default" shall have the meaning assigned to it in Section 5.

"Holder" shall mean Payee, its successors and assigns and any
subsequent holder hereof.

"Lease Assignment" shall have the meaning assigned to it in Section 2
of the Loan Agreement.

"Loan Agreement" shall mean that certain Loan Agreement dated as of
_________, 19__ between Maker and National Tenant

1
<PAGE> 2
Finance Corporation, a Delaware corporation ("Lender"), pursuant to which the
Loan, as defined in the Loan Agreement, evidenced [in part] by this Note is
governed.

"Loan Documents" shall mean the Loan Agreement, the Mortgage, as
hereinafter defined, together with all financing statements and other documents
executed in connection with the Loan Agreement by Maker, Lender and others, as
described in Section 1.2 of the Loan Agreement.

"Make-Whole Premium" shall have the meaning assigned to it in Section
2 of the Loan Agreement.

"Maturity" shall mean the earlier of the Maturity Date or the date on
which the entire outstanding principal balance, accrued unpaid interest and
Make-Whole Premium become due and payable pursuant to the provisions of any
Loan Document by acceleration, upon the occurrence of an Event of Default, by
any prepayment or otherwise.

"Maturity Date" shall mean _________, 20___.

"Maximum Rate" shall mean, as of any day, with respect to the Holder,
the highest nonusurious rate of interest, if any, permitted by applicable law
on such day.

"Mortgage" shall mean the Mortgage, Security Agreement, Assignment of
Leases and Rents and Fixture Filing, dated as of _________, 19__, from Maker to
Lender, encumbering the Mortgaged Estate more particularly described therein
located in __________, __________.

"Mortgaged Estate" shall mean the real and personal property
encumbered by the Mortgage and more particularly described therein.

"Note Rate" shall have the meaning assigned to it in the first
paragraph of this Note.

"Pledge Agreement" shall have the meaning assigned to it in Section 2
of the Loan Agreement.

"Overdue Rate" shall mean a rate of interest equal to ___ percent
(___%) per annum above the Note Rate which shall accrue on any overdue amounts
due hereunder following an Event of Default.

"Redemption Price" shall have the meaning assigned to it in the Loan
Agreement.

["Series __ Pass Through Trust Agreement" shall mean that certain
Pass-Through Trust Agreement dated as of even date herewith between Lender and
Payee pursuant to which Lender conveyed to Payee all of Lender's right, title
and interest in and to this Note.]

2
<PAGE> 3
Section 2. Loan Agreement; Security.

(a) This Note is executed and delivered by the Maker pursuant to the
terms and conditions of the Loan Agreement and pursuant to the [Series __
Pass-Through Trust Agreement and the Collateral] Trust Agreement.

(b) This Note and the payment and performance of the Maker's
obligations hereunder and pursuant to the other Loan Documents are secured by
the Mortgage, the Lease Assignment, the Pledge Agreement and certain of the
other Loan Documents.

Section 3. Maturity.

(a) This Note shall mature on the earlier of the Maturity Date or the
date on which the entire outstanding principal balance, accrued unpaid interest
and Make-Whole Premium become due and payable pursuant to the provisions of any
Loan Document by acceleration, upon the occurrence of an Event of Default, by
any required prepayment or otherwise.

(b) Upon Maturity this Note shall be due and payable in full in the
amount of the entire outstanding principal balance, accrued unpaid interest and
Make-Whole Premium, if any.

Section 4. Payment.
(a) Subject to the provisions of Section 3.3 of the Loan Agreement,
the principal of and interest upon this Note shall be due and payable as
follows:

(i) Interest shall be due and payable semiannually in arrears in
the amounts set forth on Exhibit A attached hereto, unless a prepayment occurs
in which event Exhibit A shall be revised by Payee accordingly, commencing
___________, 19__, and thereafter, on the _________ (___) day of each
succeeding ___________ and ________ during the term of this Note and on
Maturity; and

(ii) The principal of this Note shall be due and payable in the
amounts set forth on Exhibit A attached hereto, unless a prepayment occurs in
which event all remaining prepayments of principal shall be reduced pro rata,
commencing on _________, 19__, and thereafter, on the _________ (__th) day of
________ of each succeeding year through and including the Maturity Date in the
amount of the then unpaid principal balance.

(b) Should any amount payable pursuant to this Note become due and
payable on any day other than a Business Day, such amount shall be payable on
the immediately preceding Business Day. All payments of any amount due and
payable pursuant to this Note shall be made by Maker to Payee in immediately
available federal reserve funds. Payments made to Payee by Maker hereunder
shall be applied in the manner provided in the Loan Agreement.

3
<PAGE> 4
(c) All past due amounts payable pursuant to this Note other than
interest and, to the extent permitted by applicable law, past due interest upon
this Note shall bear interest at the lesser of (i) the Maximum Rate or (ii) the
Overdue Rate.

(d) This Note is not subject to prepayment, purchase or redemption at
the option of Maker prior to its expressed Maturity Date except on the terms
and conditions and in the amounts, if any, set forth in Section 3 of the Loan
Agreement.

Section 5. Events of Default and Remedies.

(a) Each of the "Events of Default" as defined in the Loan Agreement
shall be an Event of Default pursuant to this Note.

(b) Upon the occurrence of an Event of Default the Holder of the Note
[or the Collateral Trustee for the benefit of the Holder of the Note] may
exercise such rights and remedies as are provided in the Loan Agreement and any
other Loan Document pursuant to the provisions thereof.

Section 6. Waiver.

(a) Maker and each surety, endorser, guarantor and other party ever
liable for payment of any sums of money payable upon this Note, jointly and
severally waive presentment, demand, protest, notice of protest and nonpayment
or other notice of default, notice of acceleration and intention to accelerate
or other notice of any kind, and agree that their liability under this Note
shall not be affected by any renewal or extension of the time of payment
hereof, or by any indulgences, or by any release or change in any security for
the payment of this Note; and hereby consent to any and all such renewals,
extensions, indulgences, releases or changes, regardless of the number of such
renewals, extensions, indulgences, releases or changes.

(b) No course of dealing on the part of any Holder of this Note nor
any delay or failure on the part of any Holder of this Note to exercise any
right shall operate as a waiver of such right or otherwise prejudice such
Holder's rights, powers and remedies. No exercise or enforcement of any such
rights or remedies shall ever be held to exhaust any other right or remedy of
such Holder. The rights and remedies expressly provided for in this Note are
cumulative, and are not exclusive of any rights or remedies which any Holder of
this Note would otherwise have, including, without limitation, the rights and
remedies provided for in the Mortgage.

Section 7. Notice. Whenever this Note requires or permits any notice,
approval, request or demand from one party to another, the notice, approval,
request or demand shall be given in accordance with the provisions of the Loan
Agreement.

4
<PAGE> 5
Section 8. Collection Expense. Promptly after Holder's [or Collateral
Trustee's] demand therefor, Maker shall pay Holder [or Collateral Trustee] all
costs and expenses incurred by Holder [or Collateral Trustee] in the collection
of this Note in connection with each Event of Default hereunder or pursuant to
any of the other Loan Documents, including reasonable attorney's fees,
disbursements and other charges of Holder's [or Collateral Trustee's] attorneys
actually incurred for all services rendered in connection therewith.

Section 9. Registered Note. This Note is registered on the books of
Maker and is transferable only by surrender thereof at the offices of Maker,
duly endorsed or accompanied by a written instrument of transfer duly executed
by the registered Holder or its attorney, duly authorized in writing. Payment
of or on account of any amount due and payable on this Note shall be made only
to or upon the order in writing of the registered Holder.

Section 10. Limited Recourse. Recourse under this Note is governed by the
provisions of Section 11 of the Loan Agreement.

Section 11. Applicable law. The law of the State of New York (without
giving effect to the choice of law principles thereof) shall govern the
validity, construction, enforcement and interpretation of this Note.

Dated as of the date first above written.

a limited [partnership]
----------
[liability company]

By: ,
----------------------
[a corporation,
-----------
its sole General Partner

By:
--------------------
Its President]

5
<PAGE> 6
EXHIBIT A

AMORTIZATION SCHEDULE
<PAGE> 7
U.S. $____________ ____________, 199_

PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned,______________________ ("Maker"), a
_________ limited [partnership] [liability company], hereby unconditionally
promises to pay to the order of National Tenant Finance Corporation ("Payee"),
a Delaware corporation, 40 N. Central Avenue, Suite 2700, Phoenix, Arizona
85004 or such other address given to Maker by Payee from time to time, the
principal sum of __________________________________ DOLLARS ($__________) in
lawful money of the United States of America, together with interest
(calculated on the basis of a 360-day year of twelve 30-day months), on the
unpaid principal balance from day-to-day outstanding, computed from
____________ 199__, until Maturity (as defined below) at a rate per annum
("Note Rate") equal to the lesser of (a) the Maximum Rate, or (b) ____________
percent (____%).

Section 1. Definitions. When used in this Note, the following
terms shall have the respective meanings specified herein or in the Section
referred to:

"Business Day" shall mean any day other than (i) a Saturday or
Sunday, or (ii) a day on which banks in New York are required by law to close
or are customarily closed.

"Event of Default" shall have the meaning assigned to it in
Section 5.

"Holder" shall mean Payee, its successors and assigns and any
subsequent holder hereof.

"Lease Assignment" shall have the meaning assigned to it in
Section 2 of the Loan Agreement.

"Loan Agreement" shall mean that certain Loan Agreement dated
as of _________, 19__ between Maker and Payee, pursuant to which the Loan, as
defined in the Loan Agreement, evidenced [in part] by this Note is governed.

"Loan Documents" shall mean the Loan Agreement, the Mortgage,
as hereinafter defined, together with all financing statements and other
documents executed in connection with the Loan Agreement by Maker, Payee and
others, as described in Section 1.2 of the Loan Agreement.

"Make-Whole Premium" shall have the meaning assigned to it in
Section 2 of the Loan Agreement.

1
<PAGE> 8
"Maturity" shall mean the earlier of the Maturity Date or the
date on which the entire outstanding principal balance, accrued unpaid interest
and Make-Whole Premium become due and payable pursuant to the provisions of any
Loan Document by acceleration, upon the occurrence of an Event of Default, by
any prepayment or otherwise.

"Maturity Date" shall mean _________, 20___.

"Maximum Rate" shall mean, as of any day, with respect to the
Holder, the highest nonusurious rate of interest, if any, permitted by
applicable law on such day.

"Mortgage" shall mean the Mortgage, Security Agreement,
Assignment of Leases and Rents and Fixture Filing, dated as of _________, 19__,
from Maker to Payee, encumbering the Mortgaged Estate more particularly
described therein located in __________, __________.

"Mortgaged Estate" shall mean the real and personal property
encumbered by the Mortgage and more particularly described therein.

"Note Rate" shall have the meaning assigned to it in the first
paragraph of this Note.

"Pledge Agreement" shall have the meaning assigned to it in
Section 2 of the Loan Agreement.

"Overdue Rate" shall mean a rate of interest equal to ___
percent (___%) per annum above the Note Rate which shall accrue on any overdue
amounts due hereunder following an Event of Default.

"Redemption Price" shall have the meaning assigned to it in
the Loan Agreement.

Section 2. Loan Agreement; Security.

(a) This Note is executed and delivered by the Maker pursuant
to the terms and conditions of the Loan Agreement.

Section 3. Maturity.

(a) This Note shall mature on the earlier of the Maturity
Date or the date on which the entire outstanding principal balance, accrued
unpaid interest and Make-Whole Premium become due and payable pursuant to the
provisions of any Loan Document by acceleration, upon the occurrence of an
Event of Default, by any required prepayment or otherwise.

2
<PAGE> 9
(b) Upon Maturity this Note shall be due and payable in full
in the amount of the entire outstanding principal balance, accrued unpaid
interest and Make-Whole Premium, if any.

Section 4. Payment.

(a) Subject to Section 3.3 of the Loan Agreement, the
principal of and interest upon this Note shall be due and payable as follows:

(i) Interest shall be due and payable semiannually
in arrears in the amounts set forth on Exhibit A attached hereto, unless a
prepayment occurs in which event Exhibit A shall be revised by Payee
accordingly, commencing ___________, 19__, and thereafter, on the _________
(___) day of each succeeding ___________ and ________ during the term of this
Note and on Maturity; and

(ii) The principal of this Note shall be due and
payable in the amounts set forth on Exhibit A attached hereto, unless a
prepayment occurs in which event all remaining prepayments of principal shall
be reduced pro rata, commencing on _________, 19__, and thereafter, on the
_________ (__th) day of ________ of each succeeding year through and including
the Maturity Date in the amount of the then unpaid principal balance.

(b) Should any amount payable pursuant to this Note become
due and payable on any day other than a Business Day, such amount shall be
payable on the immediately preceding Business Day. All payments of any amount
due and payable pursuant to this Note shall be made by Maker to Payee in
immediately available federal reserve funds. Payments made to Payee by Maker
hereunder shall be applied in the manner provided in the Loan Agreement.

(c) All past due amounts payable pursuant to this Note other
than interest and, to the extent permitted by applicable law, past due interest
upon this Note shall bear interest at the lesser of (i) the Maximum Rate or
(ii) the Overdue Rate.

(d) This Note is not subject to prepayment, purchase or
redemption at the option of Maker prior to its expressed Maturity Date except
on the terms and conditions and in the amounts, if any, set forth in Section 3
of the Loan Agreement.

Section 5. Events of Default and Remedies.

(a) Each of the "Events of Default" as defined in the Loan
Agreement shall be an Event of Default pursuant to this Note.

(b) Upon the occurrence of an Event of Default the holder of
the Note may exercise such rights and remedies as are provided in the Loan
Agreement and any other Loan Document pursuant to the provisions thereof.

3
<PAGE> 10
Section 6. Waiver.

(a) Maker and each surety, endorser, guarantor and other
party ever liable for payment of any sums of money payable upon this Note,
jointly and severally waive presentment, demand, protest, notice of protest
and nonpayment or other notice of default, notice of acceleration and intention
to accelerate or other notice of any kind, and agree that their liability under
this Note shall not be affected by any renewal or extension of the time of
payment hereof, or by any indulgences, or by any release or change in any
security for the payment of this Note; and hereby consent to any and all such
renewals, extensions, indulgences, releases or changes, regardless of the
number of such renewals, extensions, indulgences, releases or changes.

(b) No course of dealing on the part of any Holder of this
Note nor any delay or failure on the part of any Holder of this Note to
exercise any right shall operate as a waiver of such right or otherwise
prejudice such Holder's rights, powers and remedies. No exercise or
enforcement of any such rights or remedies shall ever be held to exhaust any
other right or remedy of such Holder. The rights and remedies expressly
provided for in this Note are cumulative, and are not exclusive of any rights
or remedies which any Holder of this Note would otherwise have, including,
without limitation, the rights and remedies provided for in the Mortgage.

Section 7. Notice. Whenever this Note requires or permits any
notice, approval, request or demand from one party to another, the notice,
approval, request or demand shall be given in accordance with the provisions of
the Loan Agreement.

Section 8. Collection Expense. Promptly after Holder's demand
therefor, Maker shall pay Holder all costs and expenses incurred by it in the
collection of this Note in connection with each Event of Default hereunder or
pursuant to any of the other Loan Documents, including reasonable attorney's
fees, disbursements and other charges of Holder's attorneys actually incurred
for all services rendered in connection therewith.

Section 9. Registered Note. This Note is registered on the
books of Maker and is transferable only by surrender thereof at the offices of
Maker, duly endorsed or accompanied by a written instrument of transfer duly
executed by the registered Holder or its attorney, duly authorized in writing.
Payment of or on account of any amount due and payable on this Note shall be
made only to or upon the order in writing of the registered Holder.

Section 10. Limited Recourse. Recourse under this Note is
governed by the provisions of Section 11 of the Loan Agreement.

Section 11. Applicable law. The law of the State of New York
(without giving effect to the choice of law principles

4
<PAGE> 11
thereof) shall govern the validity, construction, enforcement and
interpretation of this Note.

Dated as of the date first above written.

------------------------------------,
a limited [partnership]
----------
[liability company]

By:
--------------------------,
[a corporation,
-----------
its sole General Partner

By:
-------------------,
Its President]

5
<PAGE> 12
EXHIBIT A

AMORTIZATION SCHEDULE

<PAGE> 1
EXHIBIT 4.8

[FREE-STANDING LEASE]

LEASE

THIS LEASE ("Lease") made and entered into as of the __ day of _______,
199__, between _________________________________ ________________, a
______________ limited [partnership] [liability company], having an address of
_______________________________________ ("Landlord"), and __________________,
an ____________ corporation, having a principal office at
_________________________________ ("Tenant").

WITNESSETH:

That in consideration of the rents, covenants and conditions herein set
forth, Landlord and Tenant do hereby covenant, promise and agree as follows:

1. Demised Premises. Landlord, as [fee title owner] [ground lessee
under that certain Ground Lease ("Ground Lease") dated _____, 199_ by and
between landlord and _________ ("Ground Lessor")], does demise unto Tenant and
Tenant does take from Landlord for the Lease Term (as defined hereafter) the
following property in the ________ of _________, County of____________, State
of ____________, consisting of a [completed] building [to be constructed]
containing approximately ______ square feet of rentable space ("Tenant's
Building"), together with the loading dock area, dumpster pad and trash
compactor pad, all entrances, driveways, parking areas, walks, service drives
and certain other site improvements and common area improvements [to be
constructed] in the locations shown on Exhibit "B" attached hereto and
incorporated herein by reference (collectively, "Improvements") located on land
comprising not less than ______ acres, which land is described in Exhibit "A",
attached hereto and incorporated herein by reference ("Land"). [The
Improvements shall be constructed pursuant to the provisions of Article 10
hereof.] The Improvements and the Land, together with all licenses, rights,
privileges and easements, whether arising under any reciprocal easement
agreement ("REA") or otherwise, appurtenant thereto shall be collectively,
"Demised Premises".

2. Term. The term of this Lease shall commence on the date hereof,
and shall terminate on __________________ ("Primary Term"); provided, however,
the term of this Lease may be extended as provided in Article 9. The phrase
"Lease Term", as used in this Lease, shall be the Primary Term and any
extension thereof pursuant to Article 9. The phrase "expiration of the Primary
Term", as used in this Lease, shall mean a termination or expiration of the
Primary Term other than by reason of Tenant's default pursuant to this Lease or
the rejection or disaffirmance of this Lease in any bankruptcy or insolvency
proceeding of Tenant.

3. Termination; Diminution in Annual Rent or Additional Rent.

1
<PAGE> 2
any reason except as expressly provided in Articles 17 and 18 or unless this
Lease has been rejected by Landlord or Landlord's Mortgagee in a proceeding
described in subparagraph (b) (vi) below affecting Landlord or Landlord's
Mortgagee and, notwithstanding Tenant's compliance with the provisions of
Article 23(c), Tenant has been deprived of its possessory rights pursuant to
this Lease by reason of such rejection, in which instance Tenant's obligations
pursuant to this Lease shall terminate as of the effective date of such
deprivation of Tenant's possessory rights.

(b) Until the earlier of Loan Payoff (as defined below) or
expiration of the Primary Term, except as otherwise provided in Articles 3(a),
17 and 18, Tenant shall not be entitled to any abatement, reduction, set-off,
counterclaim, defense or deduction for any reason except as expressly provided
in this Lease with respect to any Annual Rental, Additional Rent, or other sums
payable hereunder, nor shall the obligations of Tenant hereunder be affected,
by reason of:

(i) any alteration, addition or changes made to or caused
to be made to the Demised Premises by Tenant;

(ii) any damage to or destruction of the Demised Premises or
the restoration or rebuilding thereof (subject to Tenant's right to terminate
this Lease and right to refund of prepaid Annual Rent pursuant to Article 17);

(iii) any taking of the Demised Premises or any part
thereof by condemnation or otherwise (subject to Tenant's right to terminate
this Lease and right to refund of prepaid Annual Rent pursuant to Article 18);

(iv) any prohibition, limitation, restriction or
prevention of Tenant's use, occupancy or enjoyment by any person;

(v) any eviction by paramount title or otherwise;

(vi) except as provided in paragraph (a) above, any
bankruptcy, insolvency, reorganization, composition, readjustment, liquidation,
dissolution, winding-up or other proceeding filed by or against Landlord or
Landlord's Mortgagee (as hereinafter defined);

(vii) any action with respect to this Lease which may be
taken by any trustee or receiver of Landlord or Landlord's Mortgagee or by the
court in any such proceeding except as provided in paragraph (a) above;

(viii) the impossibility or illegality of performance by
Landlord, Tenant or both;

(ix) subject to the provisions of Article 18, if
applicable, any action of any governmental authority;

2
<PAGE> 3
(x) any failure of Landlord to perform pursuant to the
terms and conditions of this Lease or any other agreement which Landlord enters
into pursuant to this Lease; or

(xi) otherwise for any reason.

(c) The obligations of Tenant hereunder shall be separate and
independent covenants and agreements and shall continue unaffected unless such
obligations shall have been modified or terminated pursuant to an express
provision of this Lease.

(d) The provisions of Article 3(a), (b) and (c) shall cease to
apply upon the earlier of (i) expiration of the Primary Term or (ii) the
payments in full in good funds of all principal, interest and all other amounts
payable pursuant to the promissory note[s] of even date herewith executed by
Landlord in favor of Landlord's Mortgagee (as defined in Article 8) and
denominated Note______[and Note_____] ([collectively,] "Note") and performance
if all obligations of Landlord pursuant to the Mortgage (as defined in Article
8), whether by Landlord, or Tenant, in accordance with the terms of the
Mortgage ("Loan Payoff").

4. Annual Rental. Commencing on ________, 199_ ("Rental Commencement
Date") and continuing during the Lease Term, Tenant shall pay to Landlord at
such address as Landlord shall designate by notice the annual minimum rental
set forth on Exhibit "D" attached hereto and incorporated herein by reference
("Annual Rental") in equal monthly installments on the first day of each month,
in advance, provided, however, in the event Tenant's obligation to pay Annual
Rental commences on a date that is not the first day of a calendar month, or in
the event the Lease terminates other than by reason of Tenant's default on a
day other than the last day of a calendar month, the installment of the Annual
Rental for any resulting partial month shall be prorated upon the basis of the
number of days in such month included in the Lease Term.

5. Additional Rent.
(a) Any amounts which Tenant is required to pay to Landlord or
any third party pursuant to this Lease (other than Annual Rental) together with
every fine, penalty, interest and cost which may be added by reason of Tenant's
non-payment or late payment thereof or Annual Rental, shall constitute
additional rent ("Additional Rent"). Tenant's obligations to pay Real Estate
Taxes pursuant to Article 7 shall commence on the Rental Commencement Date
[; provided, however, all Real Estate Taxes accrued from and after the date
of this Lease until the Rental Commencement Date shall be paid by Landlord
from funds provided therefor pursuant to the Loan Agreement and held until
paid pursuant to the Construction Fund Disbursement Agreement (as defined in
Article 10)]. If Tenant shall fail to pay any Additional Rent after notice and
the expiration of any applicable cure period provided pursuant to the terms of
this Lease, Trustee (as hereinafter defined) or Landlord shall have the right
to pay the same and shall have all rights, powers and remedies with respect
thereto as are provided herein in the case of non-payment of Annual Rental.
"Trustee" shall mean ______________, as Trustee under that

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<PAGE> 4
certain [Collateral] Trust Agreement (["Collateral] ["]Trust Agreement") dated
as of the date hereof, [pursuant to which the Trustee holds certain Collateral
(as defined in the Collateral Trust Agreement) for the benefit of the
Pass-Through Trustees (as defined in the Collateral Trust Agreement) as holders
of the Notes under those certain Pass-Through Trust Agreements ("Trust
Agreements") (as defined in the Collateral Trust Agreement),] pursuant to which
those certain Mortgage Pass-Through Certificates
(_______________________) Series ____ [and Series ____] ("Certificates") were
issued.

(b) Landlord shall submit to Tenant, on a monthly basis, an
invoice or invoices for all sums comprising the Additional Rent other than for
those items invoiced directly to Tenant and shall state the time period
relating thereto. Tenant shall pay Landlord the amount invoiced within thirty
(30) days from receipt of such invoice or invoices which shall be accompanied
by copies of any applicable receipts and backup invoices. Landlord shall
provide Tenant within five (5) Business Days (as defined in Article 5(c)) of
Tenant's request therefor with such additional information as Tenant may
reasonably request to determine the amount due from Tenant. Tenant reserves
the right, upon reasonable prior notice, to inspect Landlord's records with
respect to such accounting for the prior two (2) calendar year period and to
make specific objections thereto in writing. If, after such inspection, Tenant
determines that Landlord's accounting has overstated the amount of Additional
Rent properly due from Tenant, Landlord shall, during the Primary Term and
Option Term (as defined in Article 9) reimburse Tenant the amount overpaid by
Tenant, if any, and, from and after the earlier of the expiration of the
Primary Term or the Loan Payoff, Landlord shall, in addition, pay Tenant
interest on the amount of the overpayment to Landlord from the date of
overpayment until the date the overpaid amount was paid to Tenant at the Late
Rate (as defined in Article 6(b)). If such inspection reveals Landlord's
accounting has overstated the amount of Additional Rent properly due from
Tenant by three percent (3%) or more for such period, Landlord shall also pay
Tenant the reasonable costs of such inspection, whether the inspection occurs
during the Primary Term or the Option Term. Any payment hereunder shall be
paid within ten (10) Business Days of demand therefor.

(c) "Business Day" means any day other than (i) Saturday or
Sunday, or (ii) a day on which banks in New York or California are required by
law to be closed or are customarily closed.

6. Late Payment; Late Rate.

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Annual Rental or Additional Rent and all accrued interest thereon is paid by
Tenant (although Tenant is liable for the Late Rate on such payments of Annual
Rental or Additional Rent five (5) Business Days after notice from Landlord,
Landlord may only avail itself of its remedies provided in Article 21 after
notice and the expiration of any applicable cure period provided therein). Any
such interest shall be due and payable on the first day of the month following
commencement of the obligation to pay such interest. Except as otherwise
expressly provided herein, Tenant shall perform all of its obligations under
this Lease at its sole cost and expense, and shall pay all Annual Rental and
Additional Rent when due, without notice or demand.

(b) The term "Late Rate" shall mean the lesser of the rate of
one percent (1%) per annum above the Note Rate or the highest rate permitted by
law. "Note Rate" means the [annual interest rate payable under the Note]
[blended annual interest rate payable under the Notes obtained by multiplying
the annual interest rate payable pursuant to each Note by a fraction the
numerator of which is the original principal amount of such Note and the
denominator of which is the original principal amount of all the Notes and
adding the product of each such multiplication to comprise a blended annual
interest rate].

7. Real Estate Taxes.

(a) On or before the later of (i) fifteen (15) Business Days
after Tenant's receipt of a copy of the bill for Real Estate Taxes (as
hereinafter defined) and (ii) ten (10) Business Days prior to the date such
bill is due and payable without interest or penalty, Tenant shall pay to
Landlord, as Additional Rent, or, at its option, Tenant may pay directly to the
applicable taxing authority, all ad valorem real estate taxes and all
assessments, annual benefits, levies, fees, water and sewer rents and charges
(excluding utility connection and inspection fees payable in connection with
the initial construction of Tenant's Building and the Improvements which shall
be paid by Landlord at its sole cost and expense) and all other governmental
charges, general and special, ordinary and extraordinary, foreseen and
unforeseen (collectively, "Real Estate Taxes"), levied upon or assessed against
the Taxable Premises (as defined in Article 7(j)) or the use and occupancy
thereof by Tenant and allocable to the period commencing with the Rental
Commencement Date and continuing through the Lease Term. Tenant shall be
entitled in the calculation of Real Estate Taxes to the benefit of the
highest discount available for the timely payment thereof, provided Tenant's
payment complies with any conditions therefor. Notwithstanding anything to the
contrary herein contained, Tenant shall not be obligated to pay any fees
assessed as a condition for the right or privilege of development, including,
but not limited to, impact fees, building permit fees, or other governmental
fees payable or which are incurred or levied as a result of the activities in
connection with the initial development of the Demised Premises; provided,
however, this sentence shall not be construed to apply to or affect Tenant's
obligation to pay Real Estate Taxes and all other amounts referred to
hereinabove relating to the Taxable Premises which Tenant is obligated to pay
and which may be increased as a result of such development.

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(b) Tenant shall also pay all taxes or assessments of the state
or any political subdivision thereof in which the Taxable Premises are located
which are levied, assessed or imposed on Landlord on account of the use and
occupancy of the Taxable Premises or receipt by or on behalf of Landlord of
Annual Rental or Additional Rent payable hereunder other than income taxes.
Any such taxes payable by Tenant hereunder shall be deemed to be included in
the definition of "Real Estate Taxes" for all purposes of this Lease.

(c) Tenant may elect to pay or to instruct Landlord to pay any
assessment over the longest period allowed by law provided, however, Tenant
shall pay any penalty or interest imposed as a result of such election.

(d) Landlord (or the Tenant if Tenant has elected to pay Real
Estate Taxes directly to the applicable taxing authorities) shall furnish
written evidence to the other party of the payment of Real Estate Taxes within
ten (10) Business Days after written request therefor.

(e) Tenant shall have the right to participate in all negotiations
of tax assessments or to contest any tax assessments against the Taxable
Premises. Tenant shall also have the right to contest the validity or the
amount of any Real Estate Taxes levied against the Taxable Premises by such
appellate or other proceedings as may be appropriate in the jurisdiction, and
may, if applicable, request that Landlord defer payment of such obligations if
payment would operate as a bar to such contest, and, if applicable, request
that Landlord pay same under protest, or take such other steps as Tenant may
deem appropriate, provided, however, that Tenant indemnifies Landlord from any
reasonable expense (including reasonable attorney's fees) or liability arising
out of such contest, pursues such contest in good faith and with due diligence,
posts any bond or security required by law in connection with such contest,
gives Landlord written notice of its intention to contest, and takes no action
which will cause or allow the institution of any foreclosure proceedings or
similar action against the Taxable Premises. Landlord shall, at Tenant's
expense, cooperate in the institution and prosecution of any such proceedings
initiated by Tenant and will execute any documents which Landlord may be
required to execute and will make any appearances which Landlord may be
required to make in connection with such proceedings.

(f) Should Landlord institute proceedings to contest the validity
or the amount of any Real Estate Taxes levied against the Taxable Premises,
Tenant will cooperate and will make any appearances which Tenant may be
required to make in such proceedings but shall not be obligated to incur any
expense in connection therewith; provided, however, that Landlord pursues such
contest in good faith and with due diligence and Landlord shall take no action
which will cause or allow the institution of any foreclosure proceedings or
similar action against the Taxable Premises which might result in the
termination of this Lease.

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(g) Should any of the proceedings referred to in the preceding
two paragraphs (e) and (f) of this Article 7 result in reducing the total
annual Real Estate Taxes liability against the Taxable Premises, Tenant shall
be entitled to receive all refunds by the taxing authorities attributable to
the Taxable Premises for any period for which Tenant has paid Real Estate Taxes
after deducting therefrom payment of all of Landlord's and Tenant's expenses
incurred in any such proceeding in which a refund is paid. If no refund shall
be secured in any such proceeding, the party instituting the proceeding shall
bear the entire cost.

(h) Except for Real Estate Taxes, nothing herein shall require
Tenant to pay or reimburse Landlord for the payment of (i) any income, profit,
inheritance, estate, succession, gift, franchise or transfer taxes which are or
may be imposed upon Landlord, its successors or assigns, by whatever authority
imposed or however designated, (ii) any tax imposed upon the sale of all or a
part of the Demised Premises by Landlord, or (iii) any tax, assessment, charge
or levy imposed or levied upon or assessed against any property of Landlord
other than the Taxable Premises or any income to, or business activity of,
Landlord not in connection with the Taxable Premises. Nothing herein shall
require Tenant to pay or reimburse Landlord for the payment of any tax if
Tenant's payment of such tax or reimbursement of Landlord for the payment of
such tax would violate any applicable law.

(i) Tenant shall pay and discharge, when due, all taxes assessed
during the term of this Lease against any leasehold interest or personal
property of any kind owned by or placed in the Demised Premises by Tenant.

(j) Landlord and Tenant acknowledge that prior to the execution
hereof, Landlord has, at Landlord's sole cost and expense, caused the Land and
the Improvements constructed thereon to be designated as a separate tax parcel
("Taxable Premises").

8. Liability Insurance.

(a) (i) From and after the earlier of the Possession Date (as
defined in Exhibit "C") or the Rental Commencement Date and during the Lease
Term, Tenant at its sole expense shall insure or cause to be insured against
all statutory and common law liabilities for damage to property or injuries,
including loss of life, sustained by any person or persons within the Demised
Premises and shall list Landlord and Landlord's Mortgagee, if any, as
additional insureds, as their interests may appear.

(ii) The insurance obligation of Tenant shall require a
policy or policies with minimum coverage of ONE MILLION and 00/100ths DOLLARS
($1,000,000.00) with respect to injury to any one person and TWO MILLION and
00/100ths DOLLARS ($2,000,000.00) with respect to any one accident or disaster,
and TWO HUNDRED FIFTY THOUSAND and 00/100ths DOLLARS ($250,000.00) with respect
to damage to property.

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(iii) The policy or policies shall bear endorsements to the
effect that all additional insureds shall be notified not less than thirty (30)
days in advance of any termination, expiration, modification or cancellation
thereof and that the insurer has waived the right of recovery from any such
additional insured. Certificates evidencing the existence thereof, accompanied
by a specimen of the policy which is the subject thereof or certificates of
self-insurance shall be promptly delivered to the other party and any other
additional insured, prior to or on the earlier of the Possession Date (as
defined in Exhibit "C") or the Rental Commencement Date and at least thirty
(30) days prior to the termination, expiration, modification or cancellation
of any policy. All insurance policies provided by Tenant pursuant to this
Article shall be obtained from an insurer licensed to do business in the state
where the Demised Premises are located and such insurance company shall have a
Best's Insurance Rating of A-X or better and a Standard & Poor's Ratings
Group "claims paying ability" rating of BBB or better.

(b) In the event Tenant fails to effect or maintain such
insurance as Tenant is obligated to effect or maintain pursuant to this Lease,
and is not excused from doing so pursuant to paragraph (c) of this Article or
Article 17(h), Landlord may upon written notice to Tenant obtain such insurance
(at commercially competitive rates), and Tenant shall reimburse Landlord for
the cost thereof with interest at the Late Rate from the date incurred by
Landlord until the date repaid by Tenant.

(c) Notwithstanding the foregoing, at any time the net worth of
Tenant or any guarantor of Tenant's obligations pursuant to this Lease
("Tenant's Guarantor"), as determined in accordance with generally accepted
accounting principles consistently applied, shall exceed ONE HUNDRED MILLION
and 00/100ths DOLLARS ($100,000,000.00) as reflected in its annual Form 10K
filed with the Securities and Exchange Commission (or as certified by an
officer of Tenant until such time as Tenant files a Form 10K with the
Securities and Exchange Commission), the Tenant may elect to self-insure the
risks to be insured against by Tenant pursuant to paragraph (a) above for so
long as Tenant or Tenant's Guarantor, as applicable, continues to satisfy such
net worth standard.

(d) Tenant hereby releases and discharges Landlord from any
liability hereafter arising from statutory and common law liabilities for loss
or damage to property or injuries sustained by any person or persons occurring
within the Demised Premises, except those which are not insured or self insured
against pursuant to this Article 8 and which shall result from the negligence
or misconduct of Landlord, Landlord's partners, officers, employees or agents
or Landlord's Mortgagee, if any.

(e) "Landlord's Mortgagee" means the Lender pursuant to the Loan
Agreement dated as of the date hereof ("Loan Agreement"), Trustee or any
subsequent holder of a lien evidenced

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by a mortgage; or deed of trust or other security instrument or document
("Mortgage") on property which includes the Demised Premises, or any subsequent
purchaser, transferee or assignee of the right of any such holder(s) (or person
holding a beneficial interest in the rights of any such purchaser, transferee
or assignee), as to each of which Landlord has given notice to Tenant in
accordance with Article 32.

9. Options to Extend Lease Term.

(a) Tenant shall have ______ successive options (individually
"Option", collectively, "Options") to extend the Lease Term for an additional
period of _____ years for each such Option (each an "Option Term"), such Option
Term to begin respectively upon the expiration of the Primary Term or of an
Option Term and, except as otherwise provided in Exhibit "D" attached hereto
with respect to Annual Rental and otherwise expressly provided in this Lease,
the same terms and conditions as herein set forth shall apply to each Option
Term. If Tenant shall elect to exercise the Options, it shall do so by written
notice and otherwise in accordance with Article 32 hereof given to Landlord not
less than _______ months prior to the expiration of the Primary Term or of the
then current Option Term. Notwithstanding the foregoing, Tenant shall not be
entitled to exercise an Option to extend the Lease Term nor shall the Option
Term commence if Tenant is then in default under any provision of this Lease as
to which default Landlord has given notice to Tenant in accordance with Article
32 and such default remains uncured after the expiration of any applicable cure
period. If Tenant shall fail (or shall not be entitled pursuant to the
preceding sentence) to exercise an Option to extend the Lease Term, this Lease
shall expire upon the expiration of the Primary Term or the then current
Option Term, as applicable, and, except as provided in paragraph (b) of this
Article, the Tenant shall not have any further option to extend the Lease Term.

(b) In the event that damage or destruction occurs during the
first _____ (__) years of the last Option Term and Tenant elects to
restore the Demised Premises as provided in Article 17, Tenant shall have the
option to extend the Lease Term for an additional _______ (__) years, to be
exercised within six (6) months after notice from Landlord requiring such
restoration. Notwithstanding the foregoing, Tenant shall not be entitled to
exercise an Option to extend the Lease Term nor shall the Option Term
commence if Tenant is then in default under any provision of this Lease as to
which default Landlord has given notice to Tenant in accordance with Article
23 and such default remains uncured after the expiration any applicable cure
period. Except as otherwise provided in Exhibit "D" attached hereto with
respect to Annual Rental and otherwise expressly provided in this Lease, the
same terms and conditions as herein set forth shall apply to such Option Term.

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_______ months prior to the expiration of the Lease Term or any extension
thereof. Notwithstanding the foregoing, Tenant shall not be entitled to
exercise the Option pursuant to this paragraph (c) to so extend the Lease Term
if Tenant is then in default under any provision of this Lease as to which
default Landlord has notified Tenant and such default remains uncured after the
expiration of any applicable cure period. Tenant's Annual Rental during the
option period pursuant to this paragraph (c) shall be the Annual Rental payable
under the terms of this Lease in effect for the period immediately preceding
the commencement of the option period provided for in this paragraph (c).

10. [Construction Provisions.

(a) The Demised Premises will, at the Construction Commencement
Date (as defined in Exhibit "C"), the Possession Date and the Rental
Commencement Date, be properly zoned for Tenant's intended use and, except as
provided in Exhibit "C" as it relates to a temporary Certificate of Occupancy,
all necessary governmental consents, permits and approvals for the Construction
(as defined in Exhibit "C") shall have been obtained. The Demised Premises
shall be constructed in accordance with the provisions of Exhibit "C" attached
hereto and incorporated herein by reference.

(b) Landlord shall assign to Tenant any and all guarantees of
workmanship and materials which it may receive with respect to the Demised
Premises. Landlord shall, at no expense to Landlord, take any action
reasonably required to enable Tenant to enforce any such guarantee.

(c) If Landlord shall fail to comply fully with any obligation
pursuant to this Article 10 including the provisions of Exhibit "C", Tenant
shall so notify Landlord, in writing, and, in such event, Tenant's remedies
shall be solely limited to Tenant's immediate right to exercise remedies
pursuant to the Construction Fund Disbursement Agreement - Improvements
("Construction Fund Disbursement Agreement - Improvements") of even date
herewith by and among Landlord, Tenant, Tenant's Guarantor, Construction
Monitor, Escrow Agent, and the Second Mortgage and the Option Agreement (both
of even date herewith by and between Landlord and Tenant) and, after the
earlier of the expiration of the Primary Term and the Loan Payoff, to those
remedies exercisable pursuant to Article 45.] [Intentionally omitted.]

11. [Store Opening/Grand Opening and Promotional Events.

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as required by this Lease on or before _________ (__) days of the Possession
Date, Tenant may thereafter, at any time, at Tenant's election complete,
correct or remedy, in whole or in part, any such deficiency, and, in such event
Tenant's remedies shall be solely limited to Tenant's immediate right to
exercise remedies pursuant to the Construction Fund Disbursement Agreement -
Improvements, the Second Mortgage and the Option Agreement and, after the
earlier of the expiration of the Primary Term and the Loan Payoff, to those
remedies exercisable pursuant to Article 45.

(b) Tenant may, at any time, utilize any part of the Land for
grand opening and promotional events, outdoor shows, entertainment or such
other lawful uses which, in Tenant's sole judgment, tend to attract the public
to the Demised Premises. Tenant shall give Landlord notice of such intended
use a reasonable time in advance thereof and, at request of Landlord, shall
provide Landlord with reasonable proof of adequate insurance or with an
indemnity against damage to property, injuries to persons and loss of life
sustained in connection therewith, which indemnity shall be reasonably
satisfactory to Landlord. Tenant shall be responsible for any physical damage
to the Demised Premises resulting from any such use.] [Intentionally omitted.]

12. Repairs and Maintenance. Tenant shall perform or cause to be
performed all maintenance, replacement and repair necessary to keep the Demised
Premises including all Improvements and all structural and non-structural
components of Tenant's Building and all of its components in a safe, dry and
tenantable condition and good state of repair.

13. Alterations.

(a) Tenant may, at its own expense, from time to time make
interior and exterior alterations, additions, improvements and changes to the
Improvements, including changes to the structural portions of the Improvements,
as it may deem necessary and suitable without the consent of Landlord. If any
alteration, addition or improvement includes changes to the structural portions
of the Improvements, Tenant shall provide Landlord and Landlord's Mortgagee,
prior to commencement of the work, copies of the plans and specifications for
the work and a fully executed construction contract for such work, written
notice of the proposed dates for commencement and completion of construction
of the work specified in the construction contract. Tenant's alterations,
additions, improvements (other than Tenant's trade fixtures) and changes shall
become the property of Landlord at the expiration of the Lease Term. In the
event that Tenant increases the amount of square footage contained within the
Improvements, there shall be no adjustment in the Annual Rental payable
hereunder.

(b) Tenant shall make any and all alterations, additions,
improvements or changes in and to the Improvements in a

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good and workmanlike manner in accordance with all laws, ordinances, rules and
regulations of all governmental agencies and authorities having jurisdiction
over such construction and free of claims for construction liens and shall
promptly discharge any such liens, and Tenant shall further indemnify Landlord
for all claims relating thereto. Landlord, at Tenant's cost, shall cooperate
with Tenant in securing building and other permits or authorizations required
from time to time for any work permitted hereunder or installations by Tenant.

(c) Tenant shall indemnify, hold harmless and, at Tenant's cost and
expense, defend Landlord and Landlord's Mortgagee, if any, from and against
any claims, losses, costs, legal actions, liability, damages, expenses or
destruction of property of any persons whomsoever, including, without
limitation, property of Landlord, resulting from Tenant's acts or omissions
relating to any construction performed pursuant to this Article 13.

14. Utilities. Tenant shall pay when due all charges for all
utilities (including, but not limited to, gas, water, sewage, telephone and
electricity) furnished to the Demised Premises during the Lease Term.
Landlord shall not be responsible for the interruption of any utility service
to the Demised Premises not caused by Landlord, its partners, agents,
employees, contractors or licensees.

15. Governmental Regulations. Tenant shall observe and comply with
and shall cause the Demised Premises to comply with all requirements of law,
rules, orders, codes and regulations of the federal, state and municipal
governments or other duly constituted public or quasi-public authority
affecting the Demised Premises from and after the Rental Commencement Date (or,
if earlier, the date the Tenant takes occupancy of or commences Tenant's work
in the Demised Premises) and thereafter during the Lease Term, provided,
however, Tenant's obligations with respect to Environmental Laws shall be as
set forth in Article 26. Notwithstanding the foregoing, after the earlier of
the expiration of the Primary Term or the Loan Payoff, if the cost of
compliance with all requirements of law, rules, orders, codes and regulations
exceeds $________, Tenant may elect to terminate the Lease and have no further
obligation hereunder.

16. Exculpation. Anything to contrary in this Lease notwithstanding,
the covenants contained in this Lease to be performed by Landlord, or its
successors or assigns, including, without limitation, Trustee, shall not be
binding personally, but instead such covenants are made for the purpose of
binding only the fee simple estate which Landlord owns in the Demised Premises
(except for Hazardous Materials (as defined in Article 26) which may exist or
have been Released (as defined in Article 26) on the Demised Premises prior
to the Possession Date, or during Tenant's occupancy in the Demised Premises
and not caused by Tenant, its agents or employees, for which Landlord, but not
Trustee as successor to Landlord, shall be personally responsible, provided,
however, Tenant's remedies therefor shall be the remedies exercisable pursuant
to Article 45).

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17. Insurance; Damage to Demised Premises.

(a) (i) From and after the earlier of the Possession Date or
the Rental Commencement Date, Tenant shall insure or cause to be insured the
Demised Premises against damage or destruction by fire and other casualties
insured under a comprehensive broad form extended coverage policy. Such
insurance shall be in an amount equal to not less than one hundred percent
(100%) of the replacement cost of the Demised Premises, exclusive of
excavation. All such policies shall bear endorsements to the effect that
Landlord and all other additional insureds shall be notified not less than
thirty (30) days in advance of any termination, expiration, modification or
cancellation thereof and that the insurer has waived right of recovery from
Landlord and Landlord's Mortgagee. Certificates evidencing the existence
thereof accompanied by a specimen of the policy which is the subject thereof,
or a certificate of self-insurance evidencing Tenant's election to self-insure
such obligations, shall be promptly delivered to Landlord and Landlord's
Mortgagee.

(ii) Subject to Article 17(g), Landlord shall not be liable
for any loss or damage to the Demised Premises resulting from fire, explosion
or any other casualty.

(b) All policies of fire and other casualty insurance procured
pursuant to this Article shall list Landlord as an additional insured and
Landlord's Mortgagee, if any, as a loss payee and shall provide for the release
of such insurance proceeds to Tenant for restoration of loss. In case of loss,
Tenant is hereby authorized to adjust the loss and execute proof thereof in the
name of all parties in interest, provided (i) this Lease has not been
terminated as a result of such loss, and (ii) Tenant is not in default under
any provision of this Lease beyond the expiration of the applicable cure
period.

(c) In the event that, at any time during the Lease Term when
Tenant is obligated to insure pursuant to 17(a) or permitted to self-insure
pursuant to Article 17(h), any portion of the Improvements shall be damaged or
destroyed (partially or totally) by fire or any other casualty, Tenant, at its
expense shall, within sixty (60) days of the casualty, diligently commence the
application process to secure the proper permits and licenses required to
repair, rebuild or restore the Improvements in compliance with applicable
governmental requirements and upon the issuance of such permits and licenses
shall promptly and with due diligence repair, rebuild and restore the
Improvements as nearly as practicable to the condition existing just prior to
such damage or destruction or repair, rebuild or restore the Improvements for
the same use and purposes, but in accordance with such plans and specifications
as are then generally in use by Tenant for the construction of Tenant's stores
and related structures. The repaired, rebuilt or replaced Improvements shall
have a fair market value equal to or greater than their fair market value
immediately

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prior to the loss and any such repair, rebuilding and restoration shall be made
in accordance with the requirements of Article 13 of this Lease. Anything
herein to the contrary notwithstanding, if such damage or destruction shall
have taken place within two (2) years of the then scheduled expiration date of
the current Lease Term, and if the extent of such damage or destruction is such
that the cost of restoration would exceed fifty percent (50%) of the fair
market value of the Improvements just prior to the time such damage or
destruction took place, then Tenant may terminate this Lease as of the date of
such damage or destruction by giving written notice to Landlord within thirty
(30) days thereafter and Tenant shall have an additional sixty (60) days, rent
free, within which to remove its property from the Demised Premises. If Tenant
is carrying fire and other casualty insurance to one hundred percent (100%) of
the replacement cost, and Tenant elects to terminate this Lease, all the
insurance proceeds payable under any policy procured pursuant to this Article
shall belong to Landlord and/or Landlord's Mortgagee, if any, as their
interests may appear; in the event the Improvements are self-insured or Tenant
has for any other reason failed to maintain the insurance required hereunder at
the time of the loss, Tenant shall pay to Landlord and/or the Landlord's
Mortgagee, if any, within sixty (60) days of the date of such loss an amount
equal to the amount necessary to rebuild the Improvements whether or not
Landlord thereafter rebuilds. In the event that this Lease shall be terminated
as above provided during the Lease Term, all unearned Annual Rental and
Additional Rent paid in advance, if any, shall be promptly refunded to Tenant,
provided, however, that Landlord's Mortgagee shall have no obligation to return
any monies which it has applied to the payment of the unpaid principal amount
of the "Note" or the Certificates (as defined in Article 5), as the case may
be, and all accrued and unpaid interest thereon. Tenant shall, however, be
entitled to recover any such unearned Annual Rental or Additional Rent from any
insurance or self-insurance proceeds, and Landlord's receipt of the insurance
or self-insurance proceeds shall be reduced by such amount.

(d) Tenant shall maintain workers' compensation insurance to the
extent required by the law of the state in which the Demised Premises are
located but Tenant is not required to name Landlord or Landlord's Mortgagee as
an additional named insured under such workmen's compensation insurance policy.
Notwithstanding anything contained herein to the contrary, Tenant shall be
permitted to self-insure its obligations under this Article 17(d).

(e) [(i) At any time when Landlord is constructing the Demised
Premises or causing them to be constructed, pursuant to Article 10, Landlord
shall cause its general contractor to maintain Builder's Risk Insurance (in
completed value, non-reporting form) in an amount not less than the actual
replacement value of the Improvements, exclusive of excavation, and such
policy shall name Tenant and Landlord's Mortgagee as loss payees thereunder.

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(ii) At any time when Tenant is constructing, altering or
replacing Improvements on the Land or causing them to be constructed, altered
or replaced, Tenant shall maintain or cause to be maintained builder's risk
insurance (in completed value non-reporting form) in an amount not less than
the actual replacement value of the Improvements, exclusive of excavation, and
shall name Landlord and Landlord's Mortgagee as loss payees thereunder.]
[Intentionally omitted.]

(f) From and after the Possession Date, Tenant shall maintain
flood insurance in an amount equal to the actual replacement value of the
Improvements or the maximum amount available, whichever is less, if the area in
which the Improvements are located has been designated by the Secretary of
Housing and Urban Development as having special flood hazards and if flood
insurance is available under the National Flood Insurance Act. Tenant shall
cause Landlord and Landlord's Mortgagee, if any, to be named as a loss payee
thereunder.

(g) Each party hereto has hereby remised, released and discharged
the other party hereto and any officer, agent, director, employee or
representative of such party of and from any liability whatsoever hereafter
arising from loss, damage or injury caused by fire or other casualty for which
insurance (permitting waiver of liability and containing a waiver of
subrogation) is carried or required to be carried hereunder (whether by
insurance pursuant to Section 17(a) or self insurance pursuant to Section
17(h)) by the party sustaining the loss, damages or injury at the time of such
loss, damage or injury to the extent of any recovery by the injured party under
such insurance, or what would have been recovered had such party carried the
insurance required hereunder, plus any applicable deductible.

(h) Notwithstanding the foregoing, at any time while Tenant's, or
Tenant's Guarantor's, net worth, as determined in accordance with generally
accepted accounting principles consistently applied, shall exceed ONE HUNDRED
MILLION and 00/100ths DOLLARS ($100,000,000.00), established in the manner set
forth in Article 8(c), Tenant may elect to self-insure the risks required to be
insured against pursuant to this Article 17 for so long as Tenant or Tenant's
Guarantor continues to meet such net worth standard.

(i) When third-party insurance is provided by Tenant or
Landlord, such insurance shall be obtained from an insurer licensed to do
business in the state where the Demised Premises are located and such insurance
company shall have a Best's Insurance Rating of A-X or better and a Standard &
Poor's Ratings Group "claims paying ability" rating of BBB or better.

18. Eminent Domain.

(a) In the event all of the Improvements or the Demised Premises
shall be permanently expropriated, then this Lease

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shall automatically terminate on the date Tenant shall be deprived of the use
thereof or the date title is vested in the condemning authority.

(b) If (i) the points of ingress and egress to the public
roadways, as depicted on Exhibit "B" shall be materially impaired by a
permanent expropriation by a public or quasi-public authority (with no
reasonable replacement points of ingress-egress provided) so as to render the
Demised Premises unsuitable for its intended use, or (ii) less than the whole,
but more than ten percent (10%) of the square footage of the Tenant's Building
or the Land shown on Exhibit "B" attached hereto shall be permanently
expropriated by public or quasi-public authority, then Tenant may elect to
terminate this Lease as of the date of such permanent expropriation upon the
occurrence of the event described in clause (i) of this paragraph or as of the
date Tenant shall be dispossessed from the part so expropriated upon the
occurrence of the event described in clause (ii) of this paragraph by giving
notice to Landlord of such election to terminate within ninety (90) days from
such date, and Tenant shall have no further liability for obligations pursuant
to this Lease accruing after the date of termination. For purposes hereof, a
"permanent expropriation" shall mean an expropriation lasting six (6) or more
months in duration.

(c) Tenant shall be entitled to participate in all hearings
relating to any condemnation proceeding, and, in furtherance thereof, Landlord
shall provide at least thirty (30) days' advance notice to Tenant of all
hearings relating to any expropriation, shall permit Tenant to submit proof of
Tenant's damages to the condemning authority, and shall consult with Tenant
regarding the award for the cost of restoration and for the amount of Tenant's
unamortized leasehold improvements, Tenant's relocation expenses and Tenant's
loss of goodwill. Subject to Article 18(f), Landlord shall obtain the prior
approval of Tenant as to the amount of the award to the extent Landlord is
required to or elects to consent thereto.

(d) In the event this Lease is not terminated, Landlord shall
pay over to Tenant, all proceeds, if any, of such expropriation or taking
which relate to the cost of restoring the Improvements as a result of severing
the space so expropriated or taken from the space not so expropriated or taken
("Severance Proceeds"). Any other proceeds of such expropriation or taking
shall be payable to Landlord's Mortgagee, if any, or, if none, to Landlord
unless the expropriating authorities awarded Landlord or Tenant payment for
Tenant's unamortized leasehold fixtures, Tenant's relocation expenses or
Tenant's loss of goodwill, in which case paragraph (f) below shall apply.
Restoration costs in excess of the Severance Proceeds shall be paid by Tenant.
Upon receipt of such Severance Proceeds Tenant shall, at its sole cost and
expense, promptly and with due diligence restore the Improvements as nearly as
practicable to a complete unit of like quality and character as existed just
prior to such expropriation or shall repair, rebuild

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<PAGE> 17
or restore the Improvements for the same use and purpose, but in accordance
with such plans and specifications as are then generally in use by Tenant for
the construction of Tenant's stores and related structures, and any repair,
rebuilding or restoration shall comply with the requirements of Article 13.

(e) In the event of an expropriation of any portion of the
Demised Premises, and if this Lease is not terminated as hereinabove provided,
it shall continue as to that portion of the Demised Premises which shall not
have been expropriated or taken. In the event of an expropriation of any
portion of the Improvements, and, if this Lease is not terminated as
hereinabove provided, the Annual Rental set forth in Article 4 shall be reduced
from and after the date of such expropriation and not otherwise in the
proportion that the square footage contained in Tenant's Building as restored
by Tenant after the expropriation bears to the total square footage of Tenant's
Building as set forth in Article 1.

(f) Tenant shall be entitled to any award made either to
Landlord or Tenant specifically for relocation expenses incurred by reason of
an expropriation covered by this Article. In the event that, at the time of
any expropriation of the Demised Premises, Tenant shall not have fully
amortized expenditures which it may have made on account of any leasehold
improvements to the Demised Premises which were made after the date hereof,
Tenant shall have the right to seek recovery for such sums, and Landlord shall
assign to Tenant that portion of any award specifically attributable to such
expropriation of leasehold improvements as shall equal the unamortized portion
of Tenant's expenditures for leasehold improvements, provided, however, Tenant
shall not be entitled to share in such award if, by reason thereof, the share
of the award payable to Landlord would be reduced below that amount which
Landlord would otherwise have received for the expropriation of the Demised
Premises or if any such leasehold improvements were not constructed at the
expense of Tenant from funds other than proceeds loaned to Landlord pursuant to
the Loan Agreement. The unamortized portion of Tenant's leasehold fixtures
shall be determined by multiplying Tenant's cost therefor by a fraction, the
numerator of which shall be the number of remaining years of the Lease Term at
the time of such expropriation and the denominator of which shall be the number
of remaining years of the Lease Term at the time such costs were incurred.

(g) In the event of an expropriation after which Tenant is
entitled to elect to terminate this Lease pursuant to this Article 18 and makes
such election, all damages awarded for such an expropriation as described
hereinafter shall be payable to Landlord's Mortgagee, if any, and if no
Landlord's Mortgagee, then to Landlord, and Tenant shall not be entitled to
share in any award made by reason of such an expropriation of the Demised
Premises, or any part thereof, by public or quasi-public authority, except
as set forth in paragraph (f) relating to unamortized expenditures by Tenant
and except for any award for Tenant's relocation expenses and any award for
loss of Tenant's good will and then only if the award for such

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<PAGE> 18
unamortized expenditures, relocation expenses or loss of goodwill shall be
made by the expropriating authority in addition to the award for the Demised
Premises, the Improvements and the Land (or portions thereof) and such award
does not reduce the award for the Demised Premises, the Improvements and the
Land.

(h) In the event this Lease shall be terminated pursuant to this
Article 18, any Annual Rental or Additional Rent, if any, which is unearned
shall be promptly refunded to Tenant, provided, however, Landlord's Mortgagee,
if any, shall have no obligation to return any monies which it has applied to
the payment of the unpaid principal amount of the Note and all accrued and
unpaid interest thereon. Tenant shall, however, be entitled to recover any
such unearned Annual Rental or Additional Rent from any condemnation proceeds,
and Landlord's receipt of such award shall be reduced by such amount.

19. Assignment and Subletting; Use. Subject to any restriction set
forth in the Permitted Exceptions (as defined in Article 24 hereof), the
Demised Premises may be used for any
lawful purposes [except for those uses set forth on Exhibit "F" attached hereto
and incorporated herein by reference]. Tenant may assign its interest in this
Lease or sublet the whole or any part of the Demised Premises, but if it does
so, it shall remain primarily liable and responsible under this Lease and, if
assigned, any assignee shall assume all Tenant's obligations pursuant to
this Lease. Tenant shall notify Landlord of the identity of any assignee or
sublessee, but Tenant's failure to so notify Landlord shall not be deemed
a default under this Lease. Any assignment of this Lease or subletting of the
Demised Premises without notification to Landlord shall not be effective as to
Landlord and Landlord shall not be bound thereby until receipt of such
notification. Any assignment of this Lease or subletting of the Demised
Premises for a use other than for a lawful purpose shall be void and of no
force and effect. Nothing in this Lease shall require Tenant to open or
operate in the Improvements.

20. Signs.

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right, title or interest in such Mark. In the event of a breach by Landlord
under this Article 20 Tenant shall be entitled to equitable relief and those
additional remedies pursuant to Section 45, but shall not be entitled at any
time prior to the Loan Payoff to terminate the Lease, reduce its obligations to
perform under the Lease or reduce the payment of Annual Rent or Additional Rent
hereunder as a result of such breach.

(b) Tenant shall have the option, at its sole cost and expense
(to the extent that it is not part of Landlord's Work, in which instance it
shall be at Landlord's sole cost and expense) to erect, subject to governmental
regulations and matters of title to which this Lease is subordinate, at its
sole cost and expense upon any portion of Tenant's Building, exterior building
signs, and upon any portion of the Demised Premises other than Tenant's
Building, pylon and/or monument signs of such height and other dimensions as
Tenant shall determine, bearing such legend or inscription as Tenant shall
determine, provided same are in compliance with all applicable codes, laws and
ordinances. Subject to the approval of the appropriate governmental agencies,
Tenant shall be permitted to illuminate its pylon and monument sign(s) from
dusk to dawn on a daily basis.

(c) Neither Landlord, nor any other party, shall have any right
to erect any signs, billboards or posters on any portion of the Demised
Premises.

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provided for the payment of Annual Rental or Additional Rent. If any default
by Tenant (except non-payment of Annual Rental and Additional Rent) cannot
reasonably be remedied within thirty (30) days after notice of default, and if
Tenant shall commence promptly to cure the same and thereafter prosecute the
curing thereof with diligence, then Tenant shall have such additional time as
shall be reasonably necessary to remedy such default before this Lease can be
terminated or other remedy enforced by Landlord but in no event more than one
hundred eighty (180) days subject to Excusable Delays (as defined below)
unless, only in the case of cures that require construction or remedial work,
such cure cannot with diligence be completed within such one hundred eighty
(180) day period in which case such period shall be extended for an additional
one hundred eighty (180) days subject to Excusable Delays (as defined below),
provided that Tenant shall deliver to Landlord on or before the commencement
of such second one hundred eighty (180) day period a written certification
describing the work completed to date, the work remaining to be completed and
the estimated time to complete and further provided Tenant takes all reasonable
action to prevent further diminution in value of the Demised Premises during
such extended cure period. "Excusable Delays" shall mean delay in the
performance by Tenant of any of its obligations hereunder by reason of the act
or neglect of landlord, act of God, strike, labor dispute, boycott,
governmental restrictions, riot, insurrection, war, catastrophe, act of the
public enemy or any other act over which Tenant has no control. In no event
shall Tenant have the right to terminate this Lease by reason of any event
or circumstance caused by Tenant's failure to cure Tenant's default. Except
as provided in the preceding sentence, in the event Tenant shall be in default
under any provision of this Lease, then Landlord may, after notice to Tenant
(and, with respect to non-monetary defaults, after the continuance of
any such default for thirty (30) days after notice thereof by Landlord), cure
such default, all on behalf of and at the expense of Tenant, and do all
necessary work and make all necessary payments in connection therewith, and
Tenant shall on demand, pay Landlord forthwith the amount so paid by Landlord
(which amounts may include reasonable attorneys' fees and expenses of Landlord)
together with interest thereon at the Late Rate from the date of Landlord's
expenditure to the date of payment by Tenant to Landlord. Except for the
legal remedy of damages (provided Landlord shall use reasonable efforts
to mitigate damages) and the equitable remedies of an injunction or specific
performance, Landlord's remedies herein shall be exclusive.

22. Satellite Dish. Tenant may, at some time in the future, wish to
install a satellite dish on or about the Demised Premises. Subject to
applicable law, Tenant, at its sole cost and expense, has the right to install
such satellite dish on the roof of the Improvements, on the ground or erected
on a pole adjacent and contiguous to the Demised Premises. The location of the
installation shall be at a site acceptable to Landlord, and approval of the
location shall not be unreasonably withheld or delayed. Tenant shall install
the satellite dish in accordance with sound construction practices. Tenant
shall use any specified

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<PAGE> 21
roofing contractor required to comply with the existing roof warranties.
Tenant shall indemnify, defend and hold Landlord harmless from and against any
and all liability or loss arising from or out of the installation of the
satellite dish.

23. Bankruptcy.

(a) If a petition in bankruptcy shall be filed by or with respect
to Tenant, or if Tenant shall be adjudicated bankrupt, or if Tenant shall make
a general assignment for the benefit of creditors, or if in any proceeding
based upon the insolvency of Tenant a receiver, trustee or liquidator of all of
the property of Tenant shall be appointed and shall not be discharged within
sixty (60) days after such appointment, then Landlord may terminate this Lease
by giving notice to Tenant of its intention so to do; provided, however,
neither bankruptcy, insolvency, an assignment for the benefit of creditors nor
the appointment of a receiver shall affect this Lease or permit its termination
so long as all of the covenants on the part of Tenant to be performed shall be
performed by Tenant or someone claiming under it.

(b) In the event a petition in bankruptcy shall be filed by or
with respect to Tenant, Tenant as debtor-in-possession or otherwise shall not
elect to reject this Lease or consent to the rejection thereof.

(c) In the event a petition in bankruptcy shall be filed by or
with respect to Landlord, and, Landlord or Landlord's Trustee rejects this
Lease, Tenant shall, for the benefit of Landlord's Mortgagee pursuant to
Section 365(h) of the Bankruptcy Code, elect to remain and unless such
possession is terminated by order of a court of competent jurisdiction shall
remain in possession of the Demised Premises.

24. Covenants of Quiet Enjoyment and Title.

(a) Landlord covenants, represents and warrants that it has full
right and power to execute and perform this Lease and to grant the estate
demised herein and that Tenant, on payment of the Annual Rental and Additional
Rent and performance of the covenants and agreements hereof, shall peaceably
and quietly have, hold and enjoy the Demised Premises and all rights,
easements, appurtenances and privileges belonging or in any way appertaining
thereto during the Lease Term without molestation or hindrance of any person
claiming by, through or under Landlord, subject, however, to the terms of this
Lease and the Permitted Exceptions. Notwithstanding the foregoing, Tenant's
obligation to pay Annual Rental and Additional Rent and performance of all
obligations hereunder shall not in any way be diminished or impaired by reason
of any title encumbrance or matter affecting title to the Demised Premises as
may exist on the commencement of the term hereof or by reason of any other
failure of peaceable and quiet enjoyment as covenanted and agreed pursuant to
this Article 24.

(b) Notwithstanding the provisions of this Article 24, a breach
by Landlord under this Article 24 shall not be a default

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under this Lease until the earlier of the expiration of the Primary Term or the
Loan Payoff, and Tenant's remedies for each such default shall be those
exercisable pursuant to Article 45 hereof.

(c) Landlord is the owner of [in fee simple to] [a leasehold
interest pursuant to the Ground Lease in] the Land on which the Improvements
are located, free and clear of any liens, encumbrances, restrictions and
violations (or claims or notices thereof), except as set forth on Exhibit "E"
attached hereto and incorporated herein by reference (collectively, "Permitted
Exceptions").

(d) Landlord shall, without expense to Tenant and prior to the
commencement of construction of the Improvements, furnish to Tenant (i) an
American Land Title Association Policy of Title Insurance the premium for which
shall be paid from the proceeds of the loan evidenced by the Note[s] and which
policy shall be issued by the title insurance company ("Title Insurance
Company") insuring the mortgage of the Demised Premises executed by Landlord in
favor of Landlord's Mortgagee and shall insure Tenant's leasehold title to and
the priority of Tenant's Second Mortgage to the Improvements and the Land in
the amount of ___[Tenant to determine]________ and 00/100ths DOLLARS
($_________) and [amount of the Loan] and 00/100ths Dollars ($____ ),
respectively, and insuring that the Demised Premises are within the bounds of
the Property, (ii) an ALTA/ACSM survey certified to Tenant locating thereon the
Improvements by a licensed surveyor of the Property and within sixty (60) days
of the Possession Date supply an as-built survey of the Improvements and (iii)
agreements wherein each holder of any lien against the Demised Premises with
priority to this Lease shall consent to this Lease and agree that Tenant's
possession and right of use under this Lease in and to the Demised Premises
shall not be disturbed by such holder unless and until Tenant shall breach any
of the provisions hereof and this Lease or Tenant's right to possession
hereunder shall have been terminated in accordance with the provisions of this
Lease.

25. Subordination, Non-Disturbance and Attornment.

(a) Within thirty (30) days after receipt of a written request
from Landlord, Tenant shall execute and deliver an agreement in form and content
acceptable to Tenant, such acceptance not to be unreasonably withheld or
delayed, subordinating this Lease to a first lien mortgage, other than the
Mortgage (as defined in Article 8(e)) or ground lease affecting the Demised
Premises; provided, however, such subordination shall be upon the express
condition that the validity of this Lease shall be recognized by the mortgagee
or ground lessor, and that, notwithstanding any default by the mortgagor or
ground lessee, with respect to such mortgage or ground lease, Tenant's
possession and right of use under this Lease in and to the Demised Premises
shall not be disturbed by such mortgagee or ground lessor unless and until
Tenant shall breach any of the provisions hereof and this Lease or Tenant's
right to possession hereunder shall have been terminated in accordance with the
provisions of this Lease.

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(b) Except for the Mortgage and as otherwise provided in this
Lease, Landlord shall not enter into any mortgages other than a first mortgage
or replacements thereof and any mortgage given in favor of Tenant to secure
Landlord's obligations under this Lease and the Construction Fund Disbursement
Agreement - Improvements for the period specified therein unless the holders of
such other mortgages specifically recognize in writing the validity of and
covenant not to disturb of the leasehold estate and rights of Tenant under this
Lease in the manner contemplated in paragraph (a).

(c) In the event (i) the Lease is subordinated to a Mortgage or
ground lease as provided in Article 25(a), and (ii) the mortgagee, ground
lessor or any of the persons hereinafter referred to obtains title to the
Demised Premises, Tenant shall attorn to such Mortgagee or ground lessor, its
successor(s) and/or assign(s), any purchaser of the Demised Premises at a
foreclosure sale or pursuant to any power of sale provided for in such
mortgage, or any recipient of a deed in lieu of foreclosure, as its landlord
pursuant to the terms if this Lease and such Person shall accept such
attornment. Such attornment shall be effective and self executing without the
execution of any further instrument by any such Person succeeding to the
interest if the Landlord under this Lease.

26. Hazardous Material.

(a) Tenant acknowledges receipt of the __________________________
prepared for _________________ by _____________________________ dated
______________.

(b) Except for merchandise and other items sold or used in the
retail store operated by Tenant in the ordinary course of its business in
compliance with all applicable laws, Tenant shall not cause any Hazardous
Materials to be Released on the Demised Premises in violation of Environmental
Laws during the Lease Term. Tenant shall take all legally required actions to
(i) cure any violation of Environmental Laws caused by Tenant, its assignees,
subtenants, agents or employees on the Demised Premises, Improvements or Land
and (ii) remediate or dispose of any Hazardous Materials which Tenant caused to
be Released on the Demised Premises, Improvements or Land or which may
originate on, or be Released from, the Demised Premises, Improvements or Land
after the Possession Date caused by Tenant, its assignees, subtenants,
employees or agents.

(c) Tenant shall indemnify, defend and hold Landlord and its
successors and assigns and mortgagees (and their respective directors,
officers, employees and agents) harmless from and against any claims (including
third-party claims), demands, penalties, fines, liabilities, settlements,
damages, costs or expenses of whatever kind or nature, including reasonable
attorneys' fees, fees of environmental consultants and other experts and
laboratory fees, known or unknown, contingent or otherwise, arising out of or
in any way related to the following matters, provided the same were caused by
Tenant, its assignees, subtenants, employees or agents from and after the
Possession Date and during the time of Tenant's occupancy in the Demised
Premises: (i) the Release, use, storage, treatment, transportation, transfer,
manufacture, refinement, handling, production, disposal or threatened Release
of any Hazardous Materials, on, over, under, from or affecting the Demised
Premises, Improvements or Land or the air, soil, water, vegetation, buildings,
personal property, persons or animals thereon; (ii) any personal injury
(including wrongful death) or property damages (real or personal) arising out
of or related to such Release, use, storage, treatment, transportation,
transfer, manufacture, refinement, handling, production, disposal or threatened
Release of Hazardous Materials on, over, under, from

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or affecting the Demised Premises, Improvements or Land or the air, soil,
water, vegetation, buildings, personal property, persons or animals thereon;
(iii) any lawsuit brought or threatened, settlement reached or governmental
order relating to such Release, use, storage, treatment, transportation,
transfer, manufacture, refinement, handling, production, disposal or threatened
Release of Hazardous Materials on, over, under, from or affecting the Demised
Premises, Improvements or Land or the air, soil, water, vegetation, buildings,
personal property, persons or animals thereon; and/or (iv) any violation of or
liability pursuant to Environmental Laws which are based upon or in any way
related to such Release, use, storage, treatment, transportation, transfer,
manufacture, refinement, handling, production, disposal or threatened Release
of Hazardous Materials on, over, under, from or affecting the Demised Premises,
Improvements or Land or the air, soil, water, vegetation, buildings, personal
property, persons or animals thereon and/or (v) the breach of any warranty,
representation or covenant contained in this Article 26. The indemnity provided
in this paragraph (c) shall survive the termination of this Lease and is not
limited or otherwise affected by Landlord's knowledge of any matter.

(d) For purposes of this Lease, "Hazardous Materials" shall
include, without limitation, asbestos, polychlorinated biphenyls, petroleum
products, any flammable or explosive substances, radioactive materials,
hazardous materials, hazardous waste, hazardous or toxic substances or related
materials defined as such pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time
(42 U.S.C. section 9601, et seq.), the Hazardous Materials Transportation Act,
as amended from time to time (49 U.S.C. section 1801, et seq.), the Resource
Conservation and Recovery Act, as amended from time to time ("RCRA") (42 U.S.C.
section 6901, et seq.), the Toxic Substances Control Act, as amended from time
to time (15 U.S.C. section 2601 et seq.), the Clean Water Act, as amended from
time to time (33 U.S.C. section 1251 et seq.), the Clean Air Act, as amended
from time to time (42 U.S.C. section 7401, et seq.), and all other federal,
state and local laws, statutes and ordinances applicable to hazardous
materials, and in the regulations adopted and publications promulgated
thereunder, as well as any judicial or administrative interpretation thereof,
including any judicial or administrative orders or judgment pursuant to any of
the foregoing.

(e) For purposes of this Lease, "Release" shall mean any
release, spill, emission, leaking, pumping, pouring, emptying, injection,
deposit, disposal, discharge, dispersal, leaching or migration into or through
the indoor or outdoor environment or into or out of any property, including the
movement of Hazardous Materials through or in the air, soil, surface water,
ground water or property.

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management, waste disposal, the Release, use, storage, treatment, transfer,
manufacture, refinement, handling, production, transportation, remediation,
disposal, or threatened Release of Hazardous Materials, including but not
limited to the statutes referenced above in paragraph (d).

(g) Landlord and Tenant shall each notify the other of any
notices it receives or knowledge it has in regard to the actual or alleged
presence of any Hazardous Material on the Demised Premises, Improvements or
Land or any alleged liability, investigation, proceeding, lawsuit or violation
pursuant to Environmental Laws, but failure to so notify the other shall not be
deemed a default under this Lease.

(h) Tenant shall be permitted to contest any judicial or
administrative proceeding described in paragraph (g) above as well as the
scope of any remediation sought in any such proceeding.

27. Estoppel Certificates. Tenant will execute, acknowledge and
deliver to Landlord, within thirty (30) days of a request by Landlord, and
Landlord will execute, acknowledge and deliver to Tenant, within thirty (30)
days of a request by Tenant, a certificate executed by an authorized officer of
Tenant or Landlord, as the case may be, and, in the case of Tenant's
certificate, addressed to Landlord and Landlord's Mortgagee, certifying (i)
that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that this Lease is in full force and effect, as modified,
and stating the modifications); (ii) that the Tenant has accepted possession of
the Demised Premises, if applicable, and the date on which the Lease Term
commenced and will expire; (iii) as to the amount of any prepaid rent or any
credit due to the Tenant hereunder; (iv) as to whether, to the best of such
party's knowledge, information and belief, the other party is then in default
in performing any of its obligations hereunder (and, if so, specifying the
nature of each such default) or if any event has occurred that with notice or
lapse of time or both would constitute a default; and (v) as to any other fact
reasonably requested by the requesting party; and acknowledging and agreeing
that any statement contained in such certificate may be relied upon by the
requesting party and any other addressee, and in the case of Landlord's
certificate, addressed to Tenant, Tenant's mortgagee, assignee, sublessee or
any other party reasonably requested by Tenant and certifying the status of the
lease, any existing defaults, the status of the payments and performance of
Tenant and any other information reasonably requested by Tenant.

28. Indemnity. Tenant shall indemnify, defend and save Landlord (its
partners, officers, employees and agents), and Landlord's Mortgagee, if any,
harmless against all penalties, claims or demands of whatsoever nature
(including mechanics' liens from work contracted for by Tenant) and from any
liability hereafter arising from statutory and common law liabilities for
damage to property or injuries sustained by any person or persons occurring
within the Demised Premises during the Lease Term (together with all reasonable
attorneys' fees and expenses incurred by Landlord and Landlord's Mortgagee, if
any, in connection with the same), except those which shall result, from the
negligence or misconduct of Landlord, Landlord's partners, officers, employees
or agents or Landlord's Mortgagee, if any.

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<PAGE> 26
29. Condition of Premises at Termination. At the expiration or earlier
termination of the Lease Term, Tenant shall surrender the Demised Premises,
together with alterations, additions and improvements then a part thereof, in
good order and condition except for ordinary wear and tear and except as
otherwise expressly provided herein (e.g., loss or damage by fire, the elements
and other casualty). All furniture and trade fixtures installed in the Demised
Premises at the expense of Tenant or other occupant shall remain the property
of Tenant or such other occupant and shall be removed by Tenant at its expense
at the expiration or earlier termination of the Lease; provided, however,
Tenant shall, at any time and from time to time during the Lease Term, have the
option to relinquish its property rights with respect to such trade fixtures,
which option shall be exercised by notice of such relinquishment to Landlord,
and from and after the exercise of such option the property specified in such
notice shall be the property of Landlord.

30. Holding Over. In the absence of any written agreement to the
contrary, if Tenant should remain in occupancy of the Demised Premises after
the expiration of the Lease Term, it shall so remain as a tenant from
month-to-month and all provisions of this Lease applicable to such tenancy
shall remain in full force and effect.

31. Investment Tax Credit.

(a) Landlord shall elect under the applicable provisions of the
Internal Revenue Code of 1986, as amended ("Code"), to pass through to the
Tenant all investment tax credits which may be available from time to time in
respect of the Demised Premises and its proportionate share of any common area
under Section 38 of the Code to the extent such investment tax credit is not
usable under the Code by the Landlord, its successors and assigns, and
permitted by the Code. Upon Tenant's request, Landlord shall timely execute
all documents required by said Code, and regulations issued thereunder, to
enable Tenant to obtain such investment tax credit.

(b) Landlord shall maintain adequate records so that the
qualifying property can be identified and the cost thereof can be determined
and to provide such records to the Tenant upon written request and otherwise
to cooperate with Tenant in connection therewith. Landlord shall not destroy
or otherwise dispose of such records until written consent to such destruction
or disposal has been obtained from Tenant.

32. Notices. Notices required under this Lease shall be in writing and
deemed to be properly served on receipt thereof if personally delivered, sent
by certified or registered mail (return receipt requested, postage prepaid) or
by overnight courier service which delivers only upon signed receipt of the
addressee: (i) to Landlord at the address set forth in the first paragraph of
this Lease, Attention: __________________, with a copy to

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<PAGE> 27
__________________, or (ii) to Tenant at the address set forth in the first
paragraph of this Lease, Attention: President, with a separate copy to Vice
President-Real Estate. All notices required under this Lease shall also be
sent to Kmart Corporation, as Tenant's Guarantor as herein provided, at 3100 W.
Big Beaver Road, Troy, Michigan 48084; and to United States Trust Company of
New York, as Trustee, c/o U.S. Trust Company of California, N.A., 555 South
Flower Street, Suite 2700, Los Angeles, California 90071, Attention: Corporate
Trust Division. The parties to receive notice and the addresses for notice may
be changed by the party entitled to notice by giving notice of such change
pursuant to this Article. The date of notice shall be the date of receipt of
notice or the date of attempted delivery of the notice by the overnight courier
service or the U.S. Postal Service to the addressee or its agent.

33. Captions and Definitions. Captions or headings of this Lease are
solely for convenience of reference and shall not in any way limit or amplify
the terms and provisions thereof. The necessary grammatical changes which
shall be required to make the provision of this Lease apply (i) in the plural
sense if there shall be more than one Landlord, and (ii) to any Landlord which
shall be either a corporation, an association, a partnership, or an individual,
male or female, shall in all instances be assumed as though in each case fully
expressed. Unless otherwise provided in this Lease, upon the termination of
this Lease under any of the Articles hereof, the parties hereto shall be
relieved of any further liability hereunder except as to acts, omissions,
circumstances or defaults occurring prior to such termination and any liability
pursuant to Article 28; provided, however, Tenant shall have no right to
terminate this Lease prior to expiration of the Primary Term other than
pursuant to Articles 17 and 18.

34. Successors and Assigns. The conditions, covenants and agreements
contained in this Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, administrators,
successors and assigns; provided, however, that if Landlord transfers or sells
any portion or all of its interest in the Demised Premises, notwithstanding any
other provision to the contrary, Landlord's transferee or purchaser shall be
liable for the performance of the obligations of Landlord accruing or arising
after the date of such transfer and conveyance during the time of its
ownership, and Landlord shall thereupon be released and discharged from any and
all further obligations under this Lease as such owner in connection with the
property sold by it. Notwithstanding the foregoing, Landlord shall be liable
for the performance of the obligations of Landlord accruing or arising from the
commencement of the Lease Term up to the date immediately preceding the date of
such transfer and conveyance. All covenants and agreements of this Lease shall
run with the Land.

35. Severability. If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity,

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<PAGE> 28
illegality or unenforceability shall not affect any other provision of this
Lease, but this Lease shall be construed as if such invalid, illegal or
unenforceable provision had not been contained herein.

36. Choice of Law. This Lease shall be construed and enforced in
accordance with the laws of the state where the Demised Premises are located
without giving effect to its choice of laws principles. The language in all
parts of this Lease shall in all cases be construed as a whole according to its
fair meaning and not strictly for or against either Landlord or Tenant.

37. Waiver and Modifications. The failure of either party to insist in
any one or more instances upon the strict performance of any one or more of the
agreements, terms, covenants, conditions or obligations of this Lease, or to
exercise any right, remedy or election herein contained, shall not be construed
as a waiver or relinquishment for the future of the performance of such one or
more obligations of this Lease or of the right to exercise such right, remedy
or election, but the same shall continue and remain in full force and effect
with respect to any subsequent breach, act or omission. This Lease may be
changed or amended only if such change or amendment is reduced to writing and
signed by each party.

38. Entire Agreement. This Lease, the Construction Fund Disbursement
Agreement - Improvements, Consent and Agreement, [insert any other agreement]
and the exhibits and amendments or addenda, if any, attached hereto and forming
a part hereof, set forth all the covenants, promises, agreements, conditions,
provisions and understandings between Landlord and Tenant concerning the
Demised Premises and there are no covenants, promises, agreements, conditions,
provisions or understandings, either oral or written, between them other than
as are herein set forth. Landlord and Tenant shall perform each of their
respective obligations pursuant to the Consent and Agreement. No alteration,
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless in compliance with the terms of the Consent and Agreement
("Consent and Agreement") dated as of even date herewith by and among Landlord,
Tenant and various other parties and unless further reduced to writing and
signed by each party.

39. Litigation. In the event of any litigation between the parties
hereto in regard to the subject matter hereof, the prevailing party shall be
entitled to recover all costs incurred (including reasonable attorneys' fees)
at all trial and appellate levels.

40. Memorandum of Lease. The parties hereto have simultaneously, with
the execution and delivery of this Lease, executed and delivered a Memorandum
of Lease which Landlord shall, at its sole expense, cause to be recorded not
later than thirty (30) days from the date of execution of this Lease. In the
event

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<PAGE> 29
of a discrepancy between the Lease and the Memorandum of Lease, this Lease
shall control.

41. Tenant's Right to Cure Landlord's Defaults. In the event Landlord
shall neglect to pay when due any obligations on any mortgage or encumbrance
affecting title to the Demised Premises and to which this Lease shall be
subordinate or shall fail to perform any of its obligations specified in this
Lease, then Tenant may, after the continuance of such default for ten (10) days
after written notice thereof by Tenant to Landlord in the case of a monetary
default, pay any principal, interest or other charges to cure such default, all
on behalf of and at the expense of Landlord, or Tenant may, after the
continuance of any non-monetary default (other than any default under Article
10 for which Tenant has immediate rights pursuant to the Construction Fund
Disbursement Agreement - Improvements) for thirty (30) days after written
notice thereof by Tenant, do all necessary work and make all necessary payments
in connection therewith, and Landlord shall, on demand, pay Tenant forthwith
the amount so paid by Tenant, together with interest thereon at the Late Rate
from the date of payment until repayment, and Tenant shall be entitled upon
Landlord's failure to do so to the extent necessary during the Primary Term and
until the Loan Payoff to pursue any and all remedies available pursuant to the
Construction Fund Disbursement Agreement - Improvements, the Second Mortgage or
the Option to Purchase Real Estate, and, after the earlier of the expiration of
the Primary Term or the Loan Payoff, Tenant's remedies shall be as set forth in
Article 45 hereof. If any default by Landlord (except non-payment of a
monetary obligation of Landlord) cannot be remedied within thirty (30) days
after notice of default, and if Landlord shall commence promptly to cure the
same and thereafter prosecute the curing thereof with diligence, then Landlord
shall have three hundred sixty-five (365) days to remedy such default before
any remedy set forth above can be enforced by Tenant.

42. Notice to Landlord's Mortgagee of Landlord's Lease Defaults.
Tenant shall provide Landlord's Mortgagee with a duplicate copy of any notice
of default sent to Landlord hereunder and Landlord's Mortgagee shall (except
for defaults under Article 10) be granted sixty (60) days after receipt thereof
to correct or remedy such default (provided that Landlord's Mortgagee shall
provide written notice to Tenant on or before the thirty-first (31st) day after
receipt of Tenant's notice of default that Landlord's Mortgagee intends to cure
such default). Nothing in this Article 42 shall be construed to give Tenant
any rights not expressly provided elsewhere in this Lease.

43. No Merger. There shall be no merger of this Lease or of the
leasehold estate hereby created with the fee estate in the Demised Premises by
reason of the fact that the same person acquires or holds, directly or
indirectly, this Lease or the leasehold estate hereby created, or any interest
herein or in such leasehold estate and in addition the fee estate in the
Demised Premises or any interest in such fee estate.

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<PAGE> 30
44. Right of Entry. Provided Landlord has given Tenant three (3) days'
advance written notice, Landlord, and Landlord's agents will have access to the
Demised Premises during Tenant's business hours for the purpose of inspecting
the same, performing any repair or other obligations pursuant to the terms of
this Lease and exhibiting the Demised Premises to prospective lenders and
purchasers. Any access by Landlord or Landlord's agents permitted hereunder
shall be discreet and conducted in a manner not to unreasonably interfere with
Tenant's use of the Demised Premises. Notwithstanding the foregoing, in the
event of an emergency repair (a repair necessary to protect the Demised
Premises and/or keep it free from hazards), Landlord is hereby granted access
to the Demised Premises and shall provide Tenant with reasonable notice under
the circumstances making every attempt to contact Tenant's facility manager
prior to its entry.

45. Landlord's Guaranty; Landlord's Representations and Warranties;
Accrual of Tenant's Rights and Remedies.

(a) [Subject to the limitations on Tenant's remedies set forth in
paragraph (d) of this Article 45, Landlord shall unconditionally guarantee all
work performed in the Construction of the Improvements which is part of
Landlord's Work against defective workmanship and materials for the period of
one (1) year from the completion of the Construction of the Improvements.]
[Intentionally omitted.]

(b) Subject to the limitations on Tenant's remedies set forth in
paragraph (d) of this Article 45, Landlord represents, warrants and covenants:

(i) prior to the Possession Date and throughout the Lease
Term there shall be sidewalks, driveways, roadways and entrances for automotive
and pedestrian ingress and egress to and from the Improvements and Land and
adjacent public streets and highways, substantially as shown on the Approved
Site Improvement Drawings and Specifications;

(ii) prior to the Possession Date and throughout the Lease
Term, there shall be ingress and egress to the adjoining public streets and
highways in the number and in the locations depicted on Exhibit "B", subject to
unavoidable temporary closings or temporary relocations necessitated by public
authority or Landlord's Force Majeure;

(iii) prior to the Possession Date and throughout the Lease
Term the aggregate area provided for the parking of automobiles upon the Land
shall be sufficient to accommodate not less than _____ automobiles on the basis
of the arrangement depicted on the Approved Site Improvement Drawings and
Specifications;

(iv) prior to the Possession Date and throughout the Lease
Term the aggregate area provided for the parking of automobiles upon the Land
and intended for common use shall, during

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<PAGE> 31
the Lease Term, be sufficient to accommodate not less than ____ automobiles per
one thousand (1,000) square feet of building space constructed upon the Land,
determined in the manner provided for in the applicable building code or
regulation;

(v) [prior to the Possession Date, it will Substantially
Complete or cause to be Substantially Completed all of Landlord's Work;]
[Intentionally omitted.]

(vi) prior to the Possession Date and during the Lease
Term, Landlord shall not erect or permit to be erected any buildings or other
structures on the Demised Premises, except for buildings or other structures
substantially in the size and location shown on Exhibit "B";

(vii) prior to [the Commencement of Construction] and on the
Possession Date the Land and the Improvements will be properly zoned for
Tenant's intended use and all necessary governmental consents, permits and
approvals for such Construction shall have been obtained, and on the date
Tenant opens for business all necessary governmental consents, permits and
approvals for such Tenant's intended use shall have been obtained;

(viii) [prior to the date Tenant opens for business,
Landlord shall deliver to Tenant a Certificate of Occupancy which shall permit
Tenant to open its store for business, and, in the event such Certificate of
Occupancy is not final, Landlord shall promptly and diligently obtain a final
Certificate of Occupancy;] [Intentionally omitted.]

(ix) Landlord has full right and power to execute and
perform this Lease and to grant the estate demised herein and Tenant, on
payment of the Annual Rental, Additional Rent and performance of the covenants
and agreements hereof, shall peaceably and quietly have, hold and enjoy the
Demised Premises and all rights, easements, appurtenances and privileges
belonging or in any way appertaining thereto without molestation or hindrance
of any person claiming by, through or under Landlord, subject, however, to the
terms of this Lease.

(x) Landlord is seized of an indefeasible estate in fee
simple to the Land, free and clear of any liens, encumbrances, restrictions and
violations (or claims or notices thereof), except for the Permitted Title
encumbrances attached hereto as Exhibit "E";

(xi) to Landlord's actual knowledge, except for any
conditions disclosed in the ___________________ prepared for ______________ by
____________, dated ________, 19__, a copy of which has been provided to
Tenant, the Improvements and Land does not now contain any underground storage
tank or material amount of Hazardous Materials as defined herein.

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<PAGE> 32
(xii) Landlord shall take all legally required action to
remediate or dispose of any Hazardous Materials which may exist or have been
Released on the Demised Premises, Improvements or Land prior to the Possession
Date or during Tenant's occupancy in the Demised Premises not caused by Tenant,
its assignees, subtenants, agents or employees.

(xiii) Landlord shall indemnify, defend and hold Tenant and
its guarantor, successors, assigns and mortgagees (and their respective
directors, officers, employees and agents) harmless from and against any claims
(including third party claims), demands, penalties, fines, liabilities,
settlements, damages, costs or expenses of whatever kind or nature, including
reasonable attorneys' fees, fees of environmental consultants and other experts
and laboratory fees, known or unknown, contingent or otherwise, arising out of
or in any way related to the following matters if they were not caused by the
Tenant, its assignees, subtenants, employees or agents: (A) the Release, use,
storage, treatment, transportation, transfer, manufacture, refinement,
handling, production, disposal or threatened Release of any Hazardous
Materials, on, over, under, from or affecting the Land or the air, soil, water,
vegetation, buildings, personal property, persons or animals thereon; (B) any
personal injury (including wrongful death) or property damages (real or
personal) arising out of or related to such Release, use, storage, treatment,
transportation, transfer, manufacture, refinement, handling, production,
disposal or threatened Release of Hazardous Materials on, over, under, from or
affecting the Land or the air, soil, water, vegetation, buildings, personal
property, persons or animals thereon; (C) any lawsuit brought or threatened,
settlement reached or governmental order relating to such Release, use,
storage, treatment, transportation, transfer, manufacture, refinement,
handling, production, disposal or threatened Release of Hazardous Materials on,
over, under, from or affecting the Land or the air, soil, water, vegetation,
buildings, personal property, persons or animals thereon referred to in (A)
above; (D) any violation of or liability pursuant to Environmental Laws which
are based upon or in any way related to such Release, use, storage, treatment,
transportation, transfer, manufacture, refinement, handling, production,
disposal or threatened Release of Hazardous Materials on, over, under, from or
affecting the Land or the air, soil, water, vegetation, buildings, personal
property, persons or animals thereon referred to in (A) above; and/or (E) the
breach of any warranty, representation or covenant of the Landlord contained in
subsections (b)(xi), (b)(xii) or (b)(xiii) of this Article 45. The indemnity
provided in this paragraph shall survive the termination of this Lease and is
not limited or otherwise affected by Tenant's knowledge of any matter.

(c) Landlord hereby releases and discharges Tenant from any
liability hereafter arising from statutory and common law liabilities for
damage to property or injuries sustained by any person or persons occurring
within or on the Improvements which result from the negligence or misconduct of
Landlord, Landlord's

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partners, officers, employees or agents of Landlord's Mortgagee, if any.

(d) (i) Notwithstanding the provisions of paragraphs (a), (b)
or (c) of this Article 45, Landlord and Tenant acknowledge the provisions of
Article 3 govern and control Tenant's rights and remedies until the earlier of
expiration of the Primary Term or Loan Payoff, and thereafter the provisions of
this Article 45 shall govern and control Tenant's rights and remedies.

(ii) Landlord's breach of any guarantee, covenant,
representation, warranty, or indemnity contained in paragraphs (a), (b) or (c)
of this Article 45 shall not constitute a Landlord default until the earlier of
the Loan Payoff or the expiration of the Primary Term.

(iii) Except as provided in Article 45(d)(v), Tenant shall
not be entitled to declare a default or exercise any remedies or take any
action until the earlier of the Loan Payoff or the expiration of the Primary
Term: (A) whenever in this Lease Tenant's remedies are those exercisable
pursuant to Article 45, or (B) with respect to Landlord's breach of the
guarantee contained in paragraph (a) of this Article 45 or Landlord's breach
of the representations, warranties and covenants contained in paragraph (b) of
this Article 45 or any breach of Landlord's indemnity contained in paragraph
(c) of this Article 45 until the earlier of the Loan Payoff or the expiration
of the Primary Term.

(iv) After the earlier of the Loan Payoff on the expiration
of the Primary Term, Tenant shall have the following remedies:

(A) to cure such breach (if not previously cured);

(B) to cure such breach and deduct the cost of such
cure together with interest (accruing at the Late Rate) from the date expended
until the date repaid by Landlord, from the Annual Rental and Additional Rent
due under the Lease (unless Tenant had previously cured such breach and was not
reimbursed the cost thereof together with interest pursuant to the Construction
Fund Disbursement Agreement - Improvements, in which case, Tenant shall be
entitled to deduct the cost of such cure, together with interest accruing at
the Late Rate from the date expended until the date repaid by Landlord, from
the Annual Rental and Additional Rent due under the Lease;

(D) terminate this Lease by written notice to Landlord
with full reservation by Tenant of its right to damages, provided, however,
that if the expiration of the Primary Term has occurred as a result of a
termination of this Lease by Tenant pursuant to Article 17 or Article 18,
Tenant shall not take any actions against Landlord's assets by way of execution
or otherwise until Loan Payoff occurs.

(v) Notwithstanding the limitations of Article 45(d)(iii),
the Tenant may exercise the following rights and remedies pursuant to the
applicable provisions of this Lease prior to the Loan Payoff:

(A) [those described in Articles 10(c) and 11(a); and]
[intentionally omitted;]

(B) the right to terminate this Lease pursuant to the
provisions of Article 17 or Article 18, provided, however, that Tenant shall
not take any action against Landlord to recover monetary damages or take any
action against Landlord's assets by way of execution or otherwise until Loan
Payoff occurs.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

WITNESSES:
----------------------------, a
__________ limited [partnership]
[liability company]

- ---------------------- By:
--------------------------
Name:
--------------------
Its:
- ---------------------- --------------------
(LANDLORD)

WITNESSES:
-----------------------------,
a/an __________ corporation

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

By:
----------------------
Its:
- ---------------------- -------------------------

(TENANT)

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<PAGE> 35
LEASE EXHIBITS

Exhibit "A" Legal Description of the Land

Exhibit "B" Site Plan showing the Improvements, pylon sign
location

Exhibit "B-1" Pylon and Monument sign renderings

Exhibit "C" [Construction Provisions] [Intentionally Omitted]

Exhibit "C-1" [Index of Typical Store Drawings and Specifications]
[Intentionally Omitted]

Exhibit "C-2" [Index of Approved Site Improvement Drawings and
Specifications] [Intentionally Omitted]

Exhibit "D" Annual Rentals for Primary Term and Option Term

Exhibit "E" Permitted Exceptions

Exhibit "F" Exclusive Uses by Other Tenants, if any

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<PAGE> 36
EXHIBIT C

CONSTRUCTION PROVISIONS
(Building Pad--Freestanding)

1. LANDLORD'S WORK.

(a) Building Pad -- Site Work. Landlord shall complete or
cause to be completed construction of the building pad for Tenant's Building
and all site work on the Land in accordance with the Drawings and
Specifications for such building pad and site work prepared or caused to be
prepared by Landlord and as approved by Tenant (which building pad and site
work shall satisfy the requirements of all governmental bodies) ("Approved Site
Improvement Drawings and Specifications") and incorporated herein by reference.
The site work shall be completed substantially as shown on Exhibit "B", which
shall include, but not be limited to, the provision of paved driveways running
from the adjacent public streets around the front and sides of Tenant's
Building in order to secure convenient ingress and egress from such public
streets to the entrances of Tenant's Building for the purpose of receiving and
delivering fixtures, merchandise and other personal property, which driveway
shall be of sufficient width to permit the passage, unloading and, if
necessary, the turning around of trailer trucks and other commercial vehicles.
[Landlord shall also construct and complete the pylon and monument signs shown
on Exhibit "B".] All of the work identified in this subparagraph (a) shall
constitute "Landlord's Work".

(b) Commencement and Completion of Landlord's Work.
Landlord shall commence Landlord's Work not later than ___________ (the
"Construction Commencement Date"). Landlord's Work shall be completed and
delivered to Tenant, and the construction of Landlord's Work shall be
coordinated with Tenant's Work, all as set forth in the Construction Schedule
and Coordination Agreement attached hereto as Exhibit "C-2".

(c) Delivery of Building Pad--Completion of Landlord's Work.
The building pad shall be completed in accordance with the Approved Site
Improvement Drawings and Specifications and delivered to Tenant in accordance
with the Construction Schedule and Coordinatin Agreement on or before
___________. In the event that Landlord fails to deliver the building pad to
Tenant by the date required herein, or in the event that Landlord fails to
complete construction of other site work in accordance with the Construction
Schedule and Coordination Agreement, and if such default continues for a period
of __________ days after written notice to Landlord, then Tenant shall have the
right to assume responsibility for completion of Landlord's work in accordance
with the terms of this Lease and the Construction Fund Disbursement Agreement.

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2. TENANT'S WORK.

(a) Leasehold Improvement Allowance. On the date of the
closing of the Loan, Landlord shall deliver to Tenant the sum of
______________ Dollars ($_______) which shall be used by Tenant to defray the
costs of Tenant's Work (as hereinafter defined).

(b) Construction of Tenant's Building. "Tenant's Work"
shall consist of the construction of Tenant's Building on the building pad
prepared by Landlord in accordance with plans and specifications which are
prepared by Tenant ("Tenant Plans") at its sole cost and expense. Tenant Plans
shall provide for a completed building which shall be substantially similar in
quality of construction and interior finishes as the Tenant's other
freestanding buildings of similar size. Tenant shall provide Landlord with
copies of Tenant's Plans within ______ (__) days of the date of execution of
this Lease. Tenant may make changes in the Tenant's Plans subsequent to
delivery to Landlord, but Tenant shall provide Landlord with copies of any
changes in Tenant's Plans, and such changes in the aggregate shall not result
in any material diminution in value (which for purposes hereof shall mean
$________ or more) of Tenant's Building.

(c) Completion of Tenant's Work. Tenant shall complete
construction of Tenant's Work on or prior to the Rent Commencement Date.

(d) Certificates. Upon completion of Tenant's Work and the
opening of Tenant's Store, Tenant shall promptly furnish Landlord with evidence
of the issuance of a Certificate of Occupancy for Tenant's Building and a
Certificate of Substantial Completion on A.I.A. Form G 704 signed by the
architect employed by Tenant and certifying to the completion of Tenant's
Building in accordance with Tenant Plans. Upon request, Tenant shall also
furnish Landlord with evidence that all persons or entities which have provided
labor or materials in connection with the performance of Tenant's Work have
been paid in full as evidenced by full unconditional lien waivers unless Tenant
shall contest any of the costs of Tenant's Work (or any liens filed by any
subcontractor or supplier) in the manner set forth herein. Nothing herein
contained shall require Tenant to pay any claims for labor, materials or
services which Tenant, in good faith, disputes, and which Tenant, at its own
cost, is diligently contesting; provided, however, the Tenant shall indemnify
and hold Landlord and Landlord's Mortgagee harmless therefrom. Upon written
request from landlord, Tenant shall obtain a recorded Surety Bond sufficient to
release any claim or lien against the Demised Premises, or provide Landlord's
Mortgagee with an endorsement to Landlord's Mortgagees' Mortgage Title
Insurance Policy providing either that the lien and security interest created
pursuant to its mortgage are and shall continue to be first and prior to any
such claim or lien, or insuring against any loss incurred or which may be
incurred if such lien and

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security interest are not first and prior to any such claim or lien.

(e) Final Plans. Upon completion of Tenant's Work, Tenant
shall provide Landlord with copies of all final Site Plans approved by the
appropriate governmental agencies, and copies of the as-built plans and
specifications for Tenant's Building.

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EXHIBIT C
CONSTRUCTION PROVISIONS
(Turnkey-Freestanding)

1. LANDLORD'S WORK.

(a) Improvements. Landlord shall complete or cause to be
completed construction of Tenants Building in accordance with the Approved
Drawings and Specifications and the site work on the Land in accordance with
the Approved Site Improvement Drawings and Specifications.

(i) Tenants Building shall be constructed by Landlord,
at its sole cost and expense, in accordance with the Approved Drawings and
Specifications (as defined in subparagraph (iii) below) prepared by Landlord,
at its sole cost and expense, and approved by Tenant pursuant to subparagraph
(iii) below which shall, with respect to standards of construction and division
of responsibility for supplying materials and equipment, substantially satisfy
the provisions of Tenant's "Typical Store Drawings and Specifications," prior
receipt of which Landlord hereby acknowledges. An index of the Typical Store
Drawings and Specifications is attached hereto as Exhibit "C-2" and
incorporated herein by this reference.

(ii) The Typical Store Drawings and Specifications are
subject to the following exceptions and such other deviations as may be
approved, in writing, by Tenant:

(A) Such modifications of arrangement of space,
location of entrances, exits and columns and other structural members as shall
be indicated by Tenant and delivered to Landlord within thirty (30) days after
receipt of Landlord's written request therefor, which request shall be
accompanied by preliminary building outlines, together with any available
elevations and sections; and

(B) Changes of type and standards of construction
and of arrangement to the extent required by applicable laws, codes or
ordinances.

(iii) The term "Working Drawings and Specifications"
as used in this Exhibit C shall mean the Typical Store Drawings and
Specifications as modified pursuant to subparagraphs (ii)(A) and (B) above.
The Working Drawings and Specifications shall be submitted to Tenant for
approval prior to commencement of Construction and such approval shall not be
unreasonably withheld. Within thirty (30) days after receipt of the Working
Drawings and Specifications, Tenant shall, in writing, inform Landlord of
required revisions or corrections thereto which are necessary to conform the
Working Drawings and Specifications to the Tenant's Typical Store Drawings and
Specifications. Landlord shall make such revisions or corrections and resubmit
them for

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Tenant's final approval. In the event Landlord revises the Working Drawings and
Specifications, Tenant shall have in each instance thirty (30) days after
receipt of such revised Working Drawings and Specifications to approve or
comment upon required revisions or corrections. In the event Tenant shall not
inform Landlord of such desired revisions or corrections within such thirty
(30) days, the Working Drawings and Specifications or the revised or corrected
Working Drawings and Specifications shall be deemed approved and accepted for
the purposes hereof. The Working Drawings and Specifications as approved or
deemed approved by Tenant shall be referred to as the "Approved Drawings and
Specifications."

(iv) Subsequent to approval of the Approved Drawings
and Specifications, in the event that criteria changes to the Approved Drawings
and Specifications shall be requested by Tenant, Landlord shall advise Tenant
within five (5) Business Days if such criteria change(s) will delay completion
of the Demised Premises or the site improvement work on the Land. Tenant shall
then advise Landlord within five (5) Business Days of receipt of Landlord's
notice if Tenant desires Landlord to proceed with the requested modification
notwithstanding the delay. If Tenant elected to instruct the Landlord to
incorporate the modification, the date required for the delivery of the Demised
Premises will be extended on a day for day basis commensurate with the delay
resulting from implementation of the criteria change. If the criteria
change(s) result in a savings to the Landlord in Construction Costs (as defined
in the Construction Fund Disbursement Agreement), then Landlord shall offset
the amount of the savings from any extra Construction Costs as hereinafter
provided. In the event such criteria changes result in extra Construction
Costs to the Landlord, then Tenant shall pay Landlord the extra Construction
Costs resulting from such changes after deducting from such extra Construction
Costs any savings to Landlord of any of the requested changes. The
reconciliation of these changes shall be made by Landlord and Tenant within
sixty (60) days of the Date of Occupancy, and any net payment required shall be
paid by the Landlord or Tenant, as applicable, within ten (10) days from the
date that the reconciliation is approved by Tenant.

(b) Site Work. Landlord shall cause all site work on the
Land to be completed at Landlord's sole cost and expense in accordance with the
drawings and specifications for such site work prepared or caused to be
prepared by Landlord and as approved by Tenant, and such site work shall
satisfy the requirements of all governmental bodies. An index of such approved
site drawings and specifications is attached hereto as Exhibit "C-1"
(collectively, "Approved Site Improvement Drawings and Specifications") and
incorporated herein by this reference. The site work shall be completed
substantially as shown on Exhibit "B", which shall include, but not be limited
to, provision of paved driveways running from the adjoining public streets
around the front and [sides] [rear] of the Improvements in order to secure
convenient ingress and egress from such public streets to the front and [side]

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[rear] entrances of the Demised Premises for the purpose of receiving and
delivering fixtures, merchandise and other personal property, which driveways
shall be of sufficient width to permit the passage, unloading, and if
necessary, the turning around of trailer trucks and other commercial vehicles.
Landlord shall also construct and complete the pylon and monument signs as
shown on Exhibit "B".

(c) Completion of Landlord's Work--Possession Date. All of
the work described in subparagraphs (a) and (b) above shall constitute
"Landlord's Work". The Typical Store Drawings and Specifications, the Working
Drawings and Specifications and the Approved Drawings and Specifications shall
constitute a part of this Lease, provided, however, Landlord shall be obligated
to construct Tenants Building solely in accordance with the Approved Drawings
and Specifications and the site improvements in accordance with the Approved
Site Improvement Drawings and Specifications.

A general contract for construction of the Improvements
("Construction") which are referred to in this Exhibit C shall be let, and
rough site grading shall be completed and foundations and footings commenced,
not later than _________________ ("Construction Commencement Date").

On the Possession Date, Landlord's Work shall have been
Substantially Completed as that term is defined herein (unless the Possession
Date occurs prior to Substantial Completion of Landlord's Work as provided in
the immediately succeeding sentence). If Tenant elects to open for business
pursuant to Article 11 prior to Substantial Completion of Landlord's Work, the
term "Possession Date" shall mean the date of such opening for business and in
all other cases shall mean the later of: (x) the date specified in a written
notice from Landlord to Tenant which date shall be not less than ninety (90)
days after the date of such notice; or (y) the date when Landlord's Work shall
have been Substantially Completed; provided, however, that the Possession Date
shall not be later than ___________, 19__ ("Outside Possession Date"). If
Landlord fails to specify a Possession Date, the Possession Date shall be
deemed to be the Outside Possession Date.

(i) From and after the Possession Date, Tenant shall
have the privilege, rent free until the Rental Commencement Date, of entering
the Demised Premises for the purpose of installing its trade fixtures, storing
merchandise and performing other of Tenant's pre-opening activities, and Tenant
may open its store for business. Entry by Tenant to commence fixturing shall
not be construed as an acceptance of the Demised Premises by the Tenant under
the provisions of this Lease or as a waiver of any of the provisions hereof.
Landlord shall obtain any permit or approval required for Tenant to commence
fixturing on or before the Possession Date.

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<PAGE> 42
(ii) On the Possession Date, all necessary governmental
consents, permits and approvals for the Tenant's intended use of the Demised
Premises as a retail store facility, including, but not limited to, a
Certificate of Occupancy which shall permit Tenant to open its retail store
facility for business, shall have been obtained (except to the extent
conditioned upon the completion of Tenant's Work) and, in the event the
Certificate of Occupancy is not final, Landlord shall promptly and diligently
obtain a final Certificate of Occupancy.

(iii) The term "Substantial Completion",
"Substantially Complete" or "Substantially Completed" as it applies to Tenants
Building and the site work shall mean that the construction thereof has been
completed except for minor "punchlist" items which do not interfere with
Tenant's ability to open and operate its retail facility, do not hinder the
work to be performed by Tenant in or about the Demised Premises and do not
prevent Tenant from operating its business in the ordinary course, which items
will be completed by Landlord within thirty (30) days after the Possession
Date.

(d) Force Majeure. If the performance by Landlord of any
of its obligations hereunder is delayed by reason of the act or neglect of
Tenant, act of God, strike, labor dispute, boycott, governmental restrictions,
riot, insurrection, war, catastrophe, act of the public enemy or any other act
over which Landlord has no control (all such acts or events, collectively
"Landlord's Force Majeure"), the Construction Commencement Date or the Outside
Possession Date shall be extended for a period equal to such delay, but in no
event shall such extension exceed ninety (90) days.

2. TENANT'S WORK.

Tenant's Work, for which Tenant shall be solely responsible,
shall consist of fixturing and inventory stocking of its store, and such
additional work (if any) as shall be set forth on the attached Exhibit "C-3".

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<PAGE> 43
[IN-LINE LEASE]

LEASE

THIS LEASE ("Lease") made and entered into as of the __ day of _______,
199__, between ______________________________________________________, a
______________ limited [partnership] [liability company], having an address of
_______________________________________ ("Landlord"), and __________________,
an ____________ corporation, having a principal office at
_________________________________ ("Tenant").

WITNESSETH:

That in consideration of the rents, covenants and conditions herein set
forth, Landlord and Tenant do hereby covenant, promise and agree as follows:

1. Demised Premises. Landlord, as [fee title owner] [ground lessee
under that certain Ground Lease ("Ground Lease") dated ______, 199_ by and
between Landlord and ______________ ("Ground Lessor")], does demise unto Tenant
and Tenant does take from Landlord for the Lease Term (as defined hereafter)
the following property in the ________ of _________, County of____________,
State of ____________, (i) a building containing approximately ______ square
feet of space measured to the center line of the interior demising walls and to
the exterior face of the exterior walls as decreased pursuant to Articles 17 or
18, together with the loading dock area, dumpster pad and trash compactor pad
in the location shown on Exhibit "B" attached hereto and incorporated herein
by reference and certain other site improvements [and common area improvements]
(collectively, "Improvements") and designated "[Tenant's trade name]" on
Exhibit "B" located on land comprising not less than ______ acres, which land
is described in Exhibit "A-1", attached hereto and incorporated herein by
reference ("Land"), and (ii) a non-exclusive easement and right to use all
public and common facilities erected or servicing the shopping center
("Shopping Center") to be constructed upon the property described in Exhibit
"A" ("Property"), attached hereto and incorporated herein by reference, and
intended for common use ("Common Area") including, but not limited to, all
entrances, driveways, parking areas, walks, service drives and all utilities
servicing the Property. [The Common Area shall also mean and include the
Common Area designated as such in the "REA" (as defined in Article 24 (d)).]
Landlord reserves the right to grant a non-exclusive easement and right to use
any portion of the Common Area to all other tenants and occupants of the
Shopping Center and their respective customers, invitees, business guests and
licensees. In addition, Tenant's rights to use the Land are subject to the
non-exclusive easement and right described above to use the Common Area located
within the Land. The Improvements and Common Area are to be substantially in
the location and configuration depicted on Exhibit "B", attached hereto and
incorporated herein by reference, and shall be constructed pursuant to the
provisions of Article 10 hereof. The Improvements and the Land, together with
all licenses, rights, privileges and easements appurtenant thereto, whether
arising under the REA or otherwise, shall be collectively, "Demised Premises".

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2. Term. The term of this Lease shall commence on the date hereof,
and shall terminate on __________________ ("Primary Term"); provided, however,
the term of this Lease may be extended as provided in Article 9. The phrase
"Lease Term", as used in this Lease, shall be the Primary Term and any
extension thereof pursuant to Article 9. The phrase "expiration of the Primary
Term", as used in this Lease, shall mean a termination or expiration of the
Primary Term other than by reason of Tenant's default pursuant to this Lease or
the rejection or disaffirmance of this Lease in any bankruptcy or insolvency
proceeding of Tenant.

3. Termination; Diminution in Annual Rent or Additional Rent.

(a) Notwithstanding any present or future law to the contrary,
during the Primary Term this Lease shall not be terminated by Tenant for any
failure of Landlord to perform pursuant to the terms and conditions of this
Lease or otherwise for any reason except as expressly provided in Articles 17
and 18 or unless this Lease has been rejected by Landlord or Landlord's
Mortgagee in a proceeding described in subparagraph (b) (vi) below affecting
Landlord or Landlord's Mortgagee and, notwithstanding Tenant's compliance with
the provisions of Article 23(c), Tenant has been deprived of its possessory
rights pursuant to this Lease by reason of such rejection, in which instance
Tenant's obligations pursuant to this Lease shall terminate as of the effective
date of such deprivation of Tenant's possessory rights.

(i) any alteration, addition or changes made to or caused
to be made to the Demised Premises by Tenant;

(iv) any prohibition, limitation, restriction or prevention
of Tenant's use, occupancy or enjoyment by any person;

(v) any eviction by paramount title or otherwise;

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<PAGE> 45
(vi) except as provided in paragraph (a) above, any
bankruptcy, insolvency, reorganization, composition, readjustment, liquidation,
dissolution, winding-up or other proceeding filed by or against Landlord or
Landlord's Mortgagee (as hereinafter defined);

(vii) or any action with respect to this Lease which may be
taken by any trustee or receiver of Landlord or Landlord's Mortgagee or by the
Court in any such proceeding except as provided in paragraph (a) above.

(viii) the impossibility or illegality of performance by
Landlord, Tenant or both;

(ix) subject to the provisions of Article 18, if applicable,
any action of any governmental authority;

(x) any failure of Landlord to perform pursuant to the
terms and conditions of this Lease or any other agreement which Landlord enters
into in connection with this Lease; or

(xi) otherwise for any reason.

(d) The provisions of Article 3 shall cease to apply upon the
earlier of (i) expiration of the Primary Term, or, (ii) the payment in full in
good funds of all principal, interest and all other amounts payable pursuant to
the promissory note[s] of even date herewith executed by Landlord in favor of
Landlord's Mortgagee (as defined in Article 8) and denominated Note_____ [and
Note_____] ([collectively] "Note") and, performance of all obligations of
Landlord pursuant to the Mortgage (as defined in Article 8), whether by
Landlord, or Tenant, in accordance with the terms of the Mortgage ("Loan
Payoff").

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for any resulting partial month shall be prorated upon the basis of the number
of days in such month included in the Lease Term.

5. Additional Rent.

(a) Any amounts which Tenant is required to pay to Landlord or any
third party pursuant to this Lease (other than Annual Rental) together with
every fine, penalty, interest and cost which may be added by reason of Tenant's
non-payment or late payment thereof or Annual Rental, shall constitute
additional rent ("Additional Rent"). Tenant's obligations to pay Real Estate
Taxes pursuant to Article 7 shall commence on the Rental Commencement Date;
[provided, however, all Real Estate Taxes accrued from and after the date of
this Lease until the Rental Commencement Date shall be paid by Landlord from
funds provided therefor pursuant to the Loan Agreement and held until paid
pursuant to the Construction Fund Disbursement Agreement (as defined in
Article 10)]. If Tenant shall fail to pay any Additional Rent after notice
and the expiration of any applicable cure period provided pursuant to the terms
of this Lease, Trustee (as hereinafter defined) or Landlord shall have the
right to pay the same and shall have all rights, powers and remedies with
respect thereto as are provided herein in the case of non-payment of Annual
Rental. "Trustee" shall mean ______________, as Trustee under that certain
Trust Agreement (["Collateral]["] Trust Agreement") dated as of the date
hereof, [pursuant to which the Trustee holds certain Collateral (as defined in
the Collateral Trust Agreement) for the benefit of the Pass-Through Trustees
(as defined in the Collateral Trust Agreement) as holders of the Notes under
those certain Pass-Through Trust Agreements ("Trust Agreements") (as defined
in the Collateral Trust Agreement),] pursuant to which those [collateral]
certain Mortgage Pass-Through Certificates (_______________________)
Series ____ [and Series ____] ("Certificates") were issued.

(b) Landlord shall submit to Tenant, on a monthly basis, an
invoice or invoices for all sums comprising the Additional Rent other than for
those items invoiced directly to Tenant and shall state the time period
relating thereto. Tenant shall pay Landlord the amount invoiced within thirty
(30) days from receipt of such invoice or invoices which shall be accompanied
by copies of any applicable receipts and backup invoices. Landlord shall
provide Tenant within five (5) Business Days (as defined in Article 5(c)) of
Tenant's request therefor with such additional information as Tenant may
reasonably request to determine the amount due from Tenant. Tenant reserves
the right, upon reasonable prior notice, to inspect Landlord's records with
respect to such accounting for the prior two (2) calendar year period and to
make specific objections thereto in writing. If after such inspection Tenant
determines that Landlord's accounting has overstated the amount of Additional
Rent properly due from Tenant, Landlord shall, during the Primary Term and
Option Term (as defined in Article 9) reimburse Tenant the amount overpaid by
Tenant, if any, and, from and after the earlier of the expiration of the
Primary Term or the Loan Payoff, Landlord shall, in addition, pay Tenant
interest on the amount of the overpayment to Landlord from the date of
overpayment until the date the overpaid amount was paid to Tenant at the Late
Rate (as defined in Article 6(b)). If such inspection reveals Landlord's
accounting has overstated the amount of Additional Rent properly due from
Tenant by three percent (3%) or more for such period, Landlord

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<PAGE> 47
shall also pay Tenant the reasonable costs of such inspection, whether the
inspection occurs during the Primary Term or the Option Term. Any payment
hereunder shall be paid within ten (10) Business Days and Tenant's remedies for
Landlord's failure to make such payment shall be those exercisable pursuant to
Article 45.

(c) "Business Day" means any day other than (i) Saturday or
Sunday, or (ii) a day on which banks in New York or California are required by
law to be closed or are customarily closed.

6. Late Payment; Late Rate.

(a) In addition to the Annual Rental payable to Landlord
pursuant to Article 4 and the Additional Rent payable to Landlord pursuant to
Article 5, Tenant shall pay to Landlord interest thereon, accruing at the Late
Rate (as defined in paragraph (b) below) commencing five (5) Business Days
after notice from Landlord of non-receipt of such payment when due until the
Annual Rental or Additional Rent and all accrued interest thereon is paid by
Tenant (although Tenant is liable for the Late Rate on such payments of Annual
Rental or Additional Rent five (5) Business Days after notice from Landlord,
Landlord may only avail itself of its remedies provided in Article 21 after
notice and the expiration of any applicable cure period provided therein). Any
such interest shall be due and payable on the first day of the month following
commencement of the obligation to pay such interest. Except as otherwise
expressly provided herein, Tenant shall perform all of its obligations under
this Lease at its sole cost and expense, and shall pay all Annual Rental and
Additional Rent when due, without notice or demand.

(b) The term "Late Rate" shall mean the lesser of the rate of
one percent (1%) per annum above the Note Rate or the highest rate permitted by
law. "Note Rate" means the [annual interest rate payable under the Note]
[blended annual interest rate payable under the Notes obtained by multiplying
the annual interest rate pursuant to each Note by a fraction the numerator of
which is the original principal amount of such Note and the denominator of
which is the original principal amount of all the Notes and adding the product
of each such multiplication to comprise a blended annual interest rate].

7. Real Estate Taxes.

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and allocable to the period commencing with the Rental Commencement Date and
continuing through the Lease Term. Tenant shall be entitled in the calculation
of Tenant's Proportionate Share of Real Estate Taxes to the benefit of the
highest discount available for the timely payment thereof, provided Tenant's
payment complies with any conditions therefor. Notwithstanding anything to the
contrary herein contained, Tenant shall not be obligated to pay any fees
assessed as a condition for the right or privilege of development, including,
but not limited to, impact fees, building permit fees, or other governmental
fees payable or which are incurred or levied as a result of the activities in
connection with the initial development of the Shopping Center, provided,
however, this sentence shall not be construed to apply to or affect Tenant's
obligation to pay Tenant's Proportionate Share of Real Estate Taxes and all
other amounts referred to hereinabove relating to the Taxable Premises which
Tenant is obligated to pay and which may be increased as a result of such
development.

(b) Tenant shall also pay all taxes or assessments of the state
or any political subdivision thereof in which the Taxable Premises are located
which are levied, assessed or imposed on Landlord on account of the use and
occupancy of the Taxable Premises or receipt by or on behalf of Landlord of
Annual Rental or Additional Rent payable hereunder other than income taxes.
Any such taxes payable by Tenant hereunder shall be deemed to be included in
the definition of "Real Estate Taxes" for all purposes of this Lease.

(c) Except as provided in the next succeeding sentence, Landlord
shall elect to pay any assessment over the longest period allowed by law
without penalty or interest. At Tenant's election, Landlord shall elect to pay
any assessment over any other period allowed by law, provided, however, Tenant
shall pay Tenant's Proportionate Share of any penalty or interest imposed as a
result of such election.

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<PAGE> 49
contest, pursues such contest in good faith and with due diligence, posts any
bond or security required by law in connection with such contest, gives
Landlord written notice of its intention to contest, and takes no action which
will cause or allow the institution of any foreclosure proceedings or similar
action against the Taxable Premises. Landlord shall, at Tenant's expense,
cooperate in the institution and prosecution of any such proceedings initiated
by Tenant and will execute any documents which Landlord may be required to
execute and will make any appearances which Landlord may be required to make in
connection with such proceedings.

(f) Should Landlord institute proceedings to contest the
validity or the amount of any Real Estate Taxes levied against the Taxable
Premises, Tenant will cooperate and will make any appearances which Tenant may
be required to make in such proceedings but shall not be obligated to incur any
expense in connection therewith; provided, however, that Landlord pursues such
contest in good faith and with due diligence and Landlord shall take no action
which will cause or allow the institution of any foreclosure proceedings or
similar action against the Taxable Premises which might result in the
termination of this Lease.

(g) Should any of the proceedings referred to in the preceding
two paragraphs (e) and (f) of this Article 7 result in reducing the total
annual Real Estate Taxes liability against the Taxable Premises, Tenant shall
be entitled to receive Tenant's Proportionate Share of all refunds by the
taxing authorities attributable to the Taxable Premises for any period for
which Tenant has paid Tenant's Proportionate Share of Real Estate Taxes which
are refunded after deducting therefrom payment of all of Landlord's and
Tenant's expenses incurred in any such proceeding in which a refund is paid.
If no refund shall be secured in any such proceeding, the party instituting the
proceeding shall bear the entire cost, or, if Landlord institutes the
proceeding at Tenant's request, Tenant shall bear the entire cost.

(h) Except for Real Estate Taxes, nothing herein shall require
Tenant to pay or reimburse Landlord for the payment of (i) any income, profit,
inheritance, estate, succession, gift, franchise or transfer taxes which are or
may be imposed upon Landlord, its successors or assigns, by whatever authority
imposed or however designated, (ii) any tax imposed upon the sale of all or a
part of the Improvements or Common Area by Landlord, or (iii) any tax,
assessment, charge or levy imposed or levied upon or assessed against any
property of Landlord other than the Taxable Premises or any income to, or
business activity of, Landlord not in connection with the Taxable Premises.
Nothing herein shall require Tenant to pay or reimburse Landlord for the
payment of any tax if Tenant's payment of such tax or reimbursement of Landlord
for the payment of such tax would violate any applicable law.

(i) Tenant shall pay and discharge, when due, all taxes assessed
during the term of this Lease against any leasehold

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<PAGE> 50
interest or personal property of any kind owned by or placed in the
Improvements by Tenant.

(j) Landlord and Tenant acknowledge that [prior to the execution
hereof,] Landlord [has] [shall], at Landlord's sole cost and expense, [caused]
[used Landlord's best efforts to cause] the Improvements and Land to be
designated as a separate tax parcel; however, if the Landlord is unsuccessful
in obtaining such designation, the tax parcel shall be that within which the
Demised Premises is located (collectively, "Taxable Premises").

(k) The term "Tenant's Proportionate Share" shall mean: (i) if
the Improvements and the Land are designated as a separate tax parcel, all of
the Real Estate Taxes assessed or levied on the Improvements and the Land; or
(ii) if the Improvements and Land are not designated as a separate tax parcel,
a fraction, the numerator of which is the number of square feet set forth in
Article 1 and the denominator of which shall be the ground floor square footage
of all of the buildings shown on Exhibit "B".

8. Liability Insurance.

(iii) The policy or policies shall bear endorsements to the
effect that all additional insureds shall be notified not less than thirty (30)
days in advance of any termination, expiration, modification or cancellation
thereof and that the insurer has waived the right of recovery from any such
additional insured. Certificates evidencing the existence thereof, accompanied
by a specimen of the policy which is the subject thereof or certificates of
self-insurance shall be promptly delivered to the other party and any other
additional insured, prior to or on the earlier of the Possession Date (as
defined in Exhibit "C") or on the Rental Commencement Date and at least thirty
(30) days prior to the termination, expiration, modification or cancellation
of any policy. All insurance policies provided by Tenant pursuant to this
Article 8 shall be obtained from an insurer licensed to do business in the state
where the Demised Premises are

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<PAGE> 51
located and such insurance company shall have a Best's Insurance Rating of A-X
or better and a Standard & Poor's Ratings Group "claims paying ability" rating
of BBB or better.

(iv) Landlord shall have no obligation pursuant to this
Lease to cause the Common Area to be insured against any liability for damage
to property or persons.

(b) In the event Tenant fails to effect or maintain such
insurance as Tenant is obligated to effect or maintain pursuant to this Lease,
and is not excused from doing so pursuant to paragraph (c) of this Article 8 or
Article 17(i), Landlord may upon written notice to Tenant obtain such insurance
(at commercially competitive rates), and Tenant shall reimburse Landlord for
the cost thereof with interest at the Late Rate from the date incurred by
Landlord until the date repaid by Tenant.

(d) Tenant hereby releases and discharges Landlord from any
liability hereafter arising from statutory and common law liabilities for loss
or damage to property or injuries sustained by any person or persons occurring
within the Demised Premises, except those which are not insured or self-insured
against pursuant to this Article 8 and which shall result, from the negligence
or misconduct of Landlord, Landlord's partners, officers, employees or agents or
Landlord's Mortgagee, if any.

(e) "Landlord's Mortgagee" means the Lender pursuant to the Loan
Agreement dated as of the date hereof ("Loan Agreement"), Trustee or any
subsequent holder of a first priority lien evidenced by a mortgage, or deed of
trust or other security instrument or document ("Mortgage") on property which
includes the Demised Premises, or any subsequent purchaser, transferee or
assignee of the right of any such holder(s) (or person holding a beneficial
interest in the rights of any such purchaser, transferee or assignee), as to
each of which Landlord has given notice to Tenant in accordance with Article
32.

9. Options to Extend Lease Term.

(a) Tenant shall have ______ successive options (individually
"Option", collectively, "Options") to extend the

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Lease Term for an additional period of _____ years for each such Option (each
an "Option Term"), such Option Term to begin respectively upon the expiration
of the Primary Term or of an Option Term and, except as otherwise provided in
Exhibit "D" attached hereto with respect to Annual Rental and otherwise
expressly provided in this Lease, the same terms and conditions as herein set
forth shall apply to each Option Term. If Tenant shall elect to exercise the
Options, it shall do so by written notice and otherwise in accordance with
Article 32 hereof given to Landlord not less than _______ months prior to the
expiration of the Primary Term or of the then current Option Term.
Notwithstanding the foregoing, Tenant shall not be entitled to exercise an
Option to extend the Lease Term nor shall the Option Term commence if Tenant is
then in default under any provision of this Lease as to which default Landlord
has given notice to Tenant in accordance with Article 32 and such default
remains uncured after the expiration of any applicable cure period. If Tenant
shall fail (or shall not be entitled pursuant to the preceding sentence) to
exercise an Option to extend the Lease Term, this Lease shall expire upon the
expiration of the Primary Term or the then current Option Term, as applicable,
and, except as provided in paragraph (b) of this Article 9, the Tenant shall not
have any further option to extend the Lease Term.

(b) In the event that damage or destruction occurs during the
first _____ (__) years of the last Option Term and Tenant elects to restore the
Demised Premises as provided in Article 17, Tenant shall have the option to
extend the Lease Term for an additional _______ (__) years, to be exercised
within six (6) months after notice from Landlord requiring such restoration.
Notwithstanding the foregoing, Tenant shall not be entitled to exercise an
option to extend the Lease Term nor shall the Option Term commence if Tenant is
then in default under any provision of this Lease as to which default Landlord
has given notice to Tenant in accordance with Article 32 and such default
remains uncured after the expiration of any applicable cure period.
Except as otherwise provided in Exhibit "D" attached hereto with respect to
Annual Rental and otherwise expressly provided in this Lease, the same terms
and conditions as herein set forth shall apply to such Option Term.

(c) Regardless of the exercise or non-exercise by Tenant of any
or all of the Options, Tenant shall have, unless the last day of the Lease Term
shall be January 31 of any year, the option to extend (or further extend, as
the case may be) the Lease Term for such period of time as shall cause the last
day of the Lease Term to be the January 31 next succeeding the date upon which
the Lease Term would expire but for the exercise of this Option. This Option
shall be exercised by notice to Landlord not less than _______ months prior to
the expiration of the Lease Term or any extension thereof. Notwithstanding the
foregoing, Tenant shall not be entitled to exercise the Option pursuant to this
paragraph (c) to so extend the Lease Term, if Tenant is then in default under
any provision of this Lease as to which default Landlord has notified Tenant
and such default remains uncured after the expiration of any applicable cure
period. Tenant's Annual Rental during the option period pursuant to this
paragraph (c) shall be the Annual Rental payable under the terms of this Lease
in effect for the period immediately preceding the commencement of the option
period provided for in this paragraph.

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10. [Construction Provisions.

(c) If Landlord shall fail to comply fully with any obligation
pursuant to this Article 10 including the provisions of Exhibit "C", Tenant
shall so notify Landlord, in writing, and, in such event, Tenant's remedies
shall be solely limited to Tenant's immediate right to exercise remedies
pursuant to the Construction Fund Disbursement Agreement - Improvements and
the Construction Fund Disbursement Agreement - Common Areas, (collectively,
"Construction Fund Disbursement Agreement") both of even date herewith by and
among Landlord, Tenant, Tenant's Guarantor, Construction Monitor, Escrow Agent
and the Second Mortgage and the Option Agreement (both of even date herewith by
and between Landlord and Tenant) and, after the earlier of the expiration of
the Primary Term and the Loan Payoff, to those remedies exercisable pursuant to
Article 45.] [Intentionally omitted.]

11. [Store Opening/Grand Opening and Promotional Events.

(a) If a Certificate of Occupancy (whether temporary or
permanent) has been issued for the Demised Premises permitting the operation of
business therein, Tenant shall have the option to open for business prior to
the Substantial Completion of Landlord's Work (as defined in Exhibit "C") ,
and, in the event of the exercise of such option, Landlord shall complete
Landlord's Work within ____ (__) days after the Possession Date; provided,
however, if Landlord shall have failed to complete Landlord's Work as required
by this Lease on or before _____ (__) days of the Possession Date, Tenant may
thereafter, at any time, at Tenant's election complete, correct or remedy, in
whole or in part, any such deficiency, and, in such event Tenant's remedies
shall be solely limited to Tenant's immediate right to exercise remedies
pursuant to the Construction Fund Disbursement Agreement, the Second Mortgage
and the Option Agreement and after the earlier of the expiration of the Primary
Term and the Loan Payoff, to those remedies exercisable pursuant to Article 45.

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<PAGE> 54
(b) Tenant may, at any time, utilize any part of the Land for
grand opening and promotional events, outdoor shows, entertainment or such
other lawful uses which, in Tenant's sole judgment, tend to attract the public
to the Demised Premises. Tenant shall give Landlord notice of such intended
use a reasonable time in advance thereof and, at request of Landlord, shall
provide Landlord with reasonable proof of adequate insurance or with an
indemnity against damage to property, injuries to persons and loss of life
sustained in connection therewith, which indemnity shall be reasonably
satisfactory to Landlord. Tenant shall be responsible for any physical damage
to the Improvements or the Common Area resulting from any such
use.][Intentionally omitted.]

12. Repairs and Maintenance.

(a) Tenant shall perform or cause to be performed all
maintenance, replacement and repair necessary to keep the Improvements and all
of its components in a safe, dry and tenantable condition and good state of
repair, including, but not limited to, all maintenance, replacement and repair
to the roof, outer walls and structural portion of the building and their
electrical, plumbing, heating, ventilating, air conditioning and other
operating systems.

(b) Landlord shall have no obligation to maintain the Common
Area or cause the Common Area to be maintained.

13. Alterations.

(b) Tenant shall make any and all alterations, additions,
improvements or changes in and to the Improvements in a good and workmanlike
manner in accordance with all laws,

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<PAGE> 55
ordinances, rules and regulations of all governmental agencies and authorities
having jurisdiction over such construction and free of claims for construction
liens and shall promptly discharge any such liens, and Tenant shall further
indemnify Landlord for all claims relating thereto. Landlord, at Tenant's
cost, shall cooperate with Tenant in securing building and other permits or
authorizations required from time to time for any work permitted hereunder or
installations by Tenant.

(c) Tenant shall indemnify, hold harmless and, at Tenant's cost
and expense, defend Landlord and Landlord's Mortgagee, if any, from and against
any claims, losses, costs, legal actions, liability, damages, expenses or
destruction of property of any persons whomsoever, including, without
limitation, property of Landlord, resulting from Tenant's acts or omissions
relating to any construction performed pursuant to this Article 13.

14. Utilities. Tenant shall pay when due all charges for all
utilities (including, but not limited to, gas, water, sewage, telephone and
electricity) furnished to the Demised Premises during the Lease Term. Landlord
shall not be responsible for the interruption of any utility service to the
Demised Premises not caused by Landlord, its partners, agents, employees,
contractors or licensees.

15. Governmental Regulations. Tenant shall observe and comply with
and shall cause the Demised Premises to comply with all requirements of law,
rules, orders, codes and regulations of the federal, state and municipal
governments or other duly constituted public or quasi-public authority
affecting the Demised Premises from and after the Rental Commencement Date (or,
if earlier, the date Tenant takes occupancy of or commences Tenant's work in
the Demised Premises) and thereafter during the Lease Term, provided, however,
Tenant's obligations with respect to Environmental Laws shall be as set forth
in Article 26. Notwithstanding the foregoing, after the earlier of the
expiration of the Primary Term or the Loan Payoff, if the cost of compliance
with all requirements of law, rules, orders, codes and regulations exceeds
$________, Tenant may elect to terminate the Lease and have no further
obligation hereunder.

16. Exculpation. Anything to the contrary in this Lease
notwithstanding, the covenants contained in this Lease to be performed by
Landlord, or its successors or assigns, including, without limitation, Trustee,
shall not be binding personally, but instead such covenants are made for the
purpose of binding only the fee simple estate which Landlord or its successors
or assigns owns in the Shopping Center (except for Hazardous Materials (as
defined in Article 26) which may exist or have been Released (as defined in
Article 26) on the Demised Premises prior to the Possession Date or during
Tenant's occupancy in the Demised Premises and not caused by Tenant, its agents
or employees, for which Landlord shall, but not Trustee as successor to
Landlord, be personally responsible; provided, however, Tenant's sole remedies
therefor shall be the remedies exercisable pursuant to Article 45).

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<PAGE> 56
17. Insurance; Damage to Demised Premises.

(a) (i) From and after the earlier of the Possession Date or
the Rental Commencement Date, Tenant shall insure the Improvements against
damage or destruction by fire and other casualties insured under a
comprehensive broad form extended coverage policy. Such insurance shall be in
an amount equal to not less than one hundred percent (100%) of the replacement
cost of the Improvements, exclusive of excavation. All such policies shall
bear endorsements to the effect that Landlord and all other additional insureds
shall be notified not less than thirty (30) days in advance of any termination,
expiration, modification or cancellation thereof and that the insurer has
waived right of recovery from Landlord and Landlord's Mortgagee. Certificates
evidencing the existence thereof accompanied by a specimen of the policy which
is the subject thereof, or a certificate of self-insurance evidencing Tenant's
election to self-insure such obligations, shall be promptly delivered to
Landlord and Landlord's Mortgagee.

(ii) Subject to Article 17(g) Landlord shall not be
liable for any loss or damage to the Improvements resulting from fire,
explosion or any other casualty, and Tenant shall not be liable for any
loss or damage to the Common Area resulting from fire, explosion or any other
casualty.

(b) Policies of fire and other casualty insurance procured
pursuant to this Article 17 shall list Landlord as an additional insured and
Landlord's Mortgagee, if any, as a loss payee and shall provide for the release
of such insurance proceeds to Tenant for restoration of loss. In case of loss,
Tenant is hereby authorized to adjust the loss and execute proof thereof in the
name of all parties in interest, provided (i) this Lease has not been
terminated as a result of such loss, and (ii) Tenant is not in default under
any provision of this Lease beyond the expiration of the applicable cure
period.

(c) In the event that, at any time during the Lease Term when
Tenant is obligated to insure pursuant to Article 17(a) or permitted to
self-insure pursuant to Article 17(i), any Improvements shall be damaged or
destroyed (partially or totally) by fire or any other casualty, Tenant, at
its expense shall, within sixty (60) days of the casualty, diligently commence
the application process to secure the permits and licenses required to repair,
rebuild or restore the Improvements in compliance with applicable governmental
requirements and upon the issuance of such permits and licenses shall promptly
and with due diligence repair, rebuild and restore the Improvements as nearly
as practicable to the condition existing just prior to such damage or
destruction or repair, rebuild or restore the Improvements for the same use and
purposes, but in accordance with such plans and specifications as are then
generally in use by Tenant for the construction of Tenant's stores and related
structures. The repaired, rebuilt or replaced Improvements shall have a fair
market value equal to or

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<PAGE> 57
greater than their fair market value immediately prior to the loss, and
any such repair, rebuilding and restoration shall be made in accordance with
the requirements of Article 13 of this Lease. Anything herein to the contrary
notwithstanding, if such damage or destruction shall have taken place within
two (2) years of the then scheduled expiration date of the current Lease Term,
and if the extent of such damage or destruction is such that the cost of
restoration would exceed fifty percent (50%) of the fair market value of the
Improvements just prior to the time such damage or destruction took place, then
Tenant may terminate this Lease as of the date of such damage or destruction by
giving written notice to Landlord within thirty (30) days thereafter and Tenant
shall have an additional sixty (60) days, rent free, within which to remove its
property from the Demised Premises. If Tenant is carrying fire and other
casualty insurance to one hundred percent (100%) of the replacement cost, and
Tenant elects to terminate this Lease, all the insurance proceeds payable under
any policy procured pursuant to this Article 17 shall belong to Landlord and/or
Landlord's Mortgagee, if any, as their interests may appear; in the event the
Improvements are self-insured or Tenant has for any other reason failed to
maintain the insurance required hereunder at the time of the loss, Tenant shall
pay to Landlord and/or the Landlord's Mortgagee, if any, within sixty (60) days
of the date of such loss an amount equal to the amount necessary to rebuild the
Improvements whether or not Landlord thereafter rebuilds. In the event that
this Lease shall be terminated as above provided during the Lease Term, all
unearned Annual Rental and Additional Rent paid in advance, if any, shall be
promptly refunded to Tenant, provided, however, that Landlord's Mortgagee shall
have no obligation to return any monies which it has applied to the payment of
the unpaid principal amount of the "Note" or the Certificates (as defined in
Article 5), as the case may be, and all accrued and unpaid interest thereon.
Tenant shall, however, be entitled to recover any such unearned Annual Rental
or Additional Rent from any insurance or self-insurance proceeds, and
Landlord's receipt of the insurance or self-insurance proceeds shall be reduced
by such amount.

(d) Tenant shall maintain workmen's compensation insurance to the
extent required by the law of the state in which the Demised Premises are
located, but, Tenant is not required to name Landlord or Landlord's Mortgagee
as an additional named insured under any workmen's compensation insurance.
Notwithstanding anything contained herein to the contrary, Tenant shall be
permitted to self-insure its obligations under this Article 17(d).

(e) [(i) At any time when Landlord is constructing the
Improvements or Common Area or causing them to be constructed, pursuant to
Article 10, Landlord shall cause its general contractor to maintain Builder's
Risk Insurance (in completed value, non-reporting form) in an amount not less
than the actual replacement value of the Improvements, exclusive of
excavation, and such policy shall name Tenant and Landlord's Mortgagee as loss
payees thereunder.] [Intentionally omitted.]

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(ii) At any time when Tenant is constructing, altering or
replacing Improvements on the Land or causing them to be constructed, altered
or replaced, Tenant shall maintain or cause to be maintained builder's risk
insurance (in completed value non-reporting form) in an amount not less than
the actual replacement value of the Improvements, exclusive of excavation, and
shall name Landlord and Landlord's Mortgagee as loss payees thereunder.

(g) Each party hereto has hereby remised, released and
discharged the other party hereto and any officer, director, agent, employee or
representative of such party of and from any liability whatsoever hereafter
arising from loss, damage or injury caused by fire or other casualty for which
insurance (permitting waiver of liability and containing a waiver of
subrogation) is carried or required to be carried hereunder (whether by
insurance pursuant to Article 17(a) or self-insurance pursuant to Article
17(h)) by the party sustaining the loss, damages or injury at the time of such
loss, damage or injury to the extent of any recovery by the injured party under
such insurance, or what would have been recovered had such party carried the
insurance required hereunder, plus any applicable deductible.

(h) Landlord shall have no obligation pursuant to this Lease to
take out or cause to be taken out insurance to insure the Common Area against
fire or other casualty.

(i) Notwithstanding the foregoing, at any time while Tenant's, or
Tenant's Guarantor's, net worth, as determined in accordance with generally
accepted accounting principles consistently applied, shall exceed ONE HUNDRED
MILLION and 00/100ths DOLLARS ($100,000,000.00), established in the manner set
forth in Article 8(c), Tenant may elect to self-insure the risks required to be
insured against pursuant to this Article 17 for so long as Tenant or Tenant's
Guarantor continues to meet such net worth standard.

(j) When third-party insurance is provided by Tenant or
Landlord, such insurance shall be obtained from an insurer licensed to do
business in the state where the Demised Premises are located, and such
insurance company shall have a Best's Insurance Rating of A-X or better and a
Standard & Poor's Ratings Group "claims paying ability" rating of BBB or better.

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18. Eminent Domain.

(a) In the event all of the Improvements or Demised Premises
shall be permanently expropriated, then this Lease shall automatically
terminate on the date Tenant shall be deprived of the use thereof or the date
title is vested in the condemning authority.

(b) If (i) the points of ingress and egress to the public
roadways as depicted on Exhibit "B" shall be materially impaired by a permanent
expropriation by a public or quasi-public authority (with no reasonable
replacement points of ingress-egress provided) so as to render the Demised
Premises unsuitable for its intended use, or (ii) less than the whole, but more
than ten percent (10%) of the square footage of the Improvements or the Land
shown on Exhibit "B" attached hereto shall be permanently expropriated by
public or quasi-public authority, then Tenant may elect to terminate this Lease
as of the date of such permanent expropriation upon the occurrence of the event
described in clause (i) of this paragraph or as of the date Tenant shall be
dispossessed from the part so expropriated upon the occurrence of the event
described in clause (ii) of this paragraph by giving notice to Landlord of
such election to terminate within ninety (90) days from such date, and Tenant
shall have no further liability for obligations pursuant to this Lease accruing
after the date of termination. For purposes hereof, a "permanent
expropriation" shall mean an expropriation lasting six (6) or more months in
duration.

(d) In the event this Lease is not terminated, Landlord shall
pay over to Tenant all proceeds, if any, of such expropriation or taking which
relate to the cost of restoring the Improvements as a result of severing the
space so expropriated or taken from the space not so expropriated or taken
("Severance Proceeds"). Any other proceeds of such expropriation or taking
shall be payable to Landlord's Mortgagee, if any, or, if none, to
Landlord unless the expropriating authorities awarded Landlord or Tenant
payment for Tenant's unamortized leasehold fixtures, Tenant's relocation
expenses or Tenant's loss of goodwill, in which case paragraph (f) below shall
apply. Restoration costs in excess of the Severance Proceeds shall be paid by
Tenant. Upon receipt of such Severance

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<PAGE> 60
Proceeds Tenant shall, at its sole cost and expense, promptly and with due
diligence restore the Improvements as nearly as practicable to a complete unit
of like quality and character as existed just prior to such expropriation or
shall repair, rebuild or restore the Improvements for the same use and purpose,
but in accordance with such plans and specifications as are then generally in
use by Tenant for the construction of Tenant's stores and related structures,
and any such repair, rebuilding or restoration shall comply with the
requirements of Article 13.

(e) In the event of an expropriation of any portion of the
Demised Premises, and if this Lease is not terminated as hereinabove provided,
it shall continue as to that portion of the Demised Premises which shall not
have been expropriated or taken. In the event of an expropriation of any
portion of the Improvements, and, if this Lease is not terminated as
hereinabove provided, the Annual Rental set forth in Article 4 shall be reduced
from and after the date of such expropriation and not otherwise in the
proportion that the ground floor area of the part of the Improvements as
restored by Tenant after the expropriation bears to the total ground floor area
of the Improvements as set forth in Article 1.

(f) Tenant shall be entitled to any award made either to
Landlord or Tenant specifically for relocation expenses incurred by
reason of an expropriation covered by this Article 18. In the event that, at
the time of any expropriation of the Demised Premises, Tenant shall not have
fully amortized expenditures which it may have made on account of any leasehold
improvements to the Demised Premises which were made after the date hereof,
Tenant shall have the right to seek recovery for such sums and shall be
entitled to share in any award for such sums made by reason of expropriation of
any buildings or portions thereof on the Property (if the award for the
expropriation of the Tenant's improvements was combined with the award for the
expropriation of any other buildings on the Property), and Landlord shall
assign to Tenant that portion of any award specifically attributable to such
expropriation of leasehold improvements as shall equal Tenant's allocable share
of the award based upon the unamortized portion of Tenant's expenditures for
leasehold improvements relative to that of the other tenants affected by such
expropriation, provided, however, Tenant shall not be entitled to share in such
award if, by reason thereof, the share of the award payable to Landlord would
be reduced below that amount which Landlord would otherwise have received for
the expropriation of the Demised Premises or if any such leasehold improvements
were not constructed at the expense of Tenant from funds other than proceeds
loaned to Landlord pursuant to the Loan Agreement. The unamortized portion of
Tenant's leasehold fixtures shall be determined by multiplying Tenant's cost
therefor by a fraction, the numerator of which shall be the number of remaining
years of the Lease Term at the time of such expropriation and the denominator
of which shall be the number of remaining years of the Lease Term at the time
such costs were incurred.

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(g) In the event of an expropriation after which Tenant is
entitled to elect to terminate this Lease pursuant to this Article 18 and makes
such election, all damages awarded for such an expropriation as described
hereinafter shall be payable to Landlord's Mortgagee, if any, and, if no
Landlord's Mortgagee, then to Landlord, and Tenant shall not be entitled to
share in any award made by reason of such an expropriation of the Demised
Premises, or any part thereof, by public or quasi-public authority, except as
set forth in paragraph (f) relating to unamortized expenditures by Tenant and
except for any award for the relocation expenses and any award for loss of
Tenant's goodwill and then only if the award for such unamortized expenditures,
relocation expenses or loss of goodwill shall be made by the expropriating
authority in addition to the award for the Demised Premises, the Improvements
and the Land (or portions thereof) and such award does not reduce the award for
the Demised Premises, the Improvements and the Land.

(h) In the event this Lease shall be terminated pursuant to this
Article 18, any Annual Rental or Additional Rent, if any, which is
unearned shall be promptly refunded to Tenant, provided, however, Landlord's
Mortgagee, if any, shall have no obligation to return any monies which it has
applied to the payment of the unpaid principal amount of the Note and all
accrued and unpaid interest thereon. Tenant shall, however, be entitled to
recover any such unearned Annual Rental or Additional Rent from any
condemnation proceeds, and Landlord's receipt of such award shall be reduced by
such amount.

19. Assignment and Subletting Use. Subject to any restriction set
forth in the Permitted Exceptions:

(a) The Demised Premises may be used for any lawful purposes
except for those uses set forth on "Exhibit F" attached hereto and incorporated
herein by reference and except as provided in paragraphs (d) and (e) of this
Article 19. Tenant may assign its interest in this Lease or sublet the whole or
any part of the Demised Premises, but if it does so, it shall remain primarily
liable and responsible under this Lease and, if assigned, any assignee shall
assume all Tenant's obligations pursuant to this Lease. Tenant shall notify
Landlord of the identity of any assignee or sublessee, but Tenant's failure to
so notify Landlord shall not be deemed a default under this Lease. Any
assignment of this Lease or subletting of the Demised Premises without
notification to Landlord shall not be effective as to Landlord, and Landlord
shall not be bound thereby until receipt of such notification. Any assignment
of this Lease or subletting of the Demised Premises for a use other than a
lawful purpose shall be void and of no force and effect. Nothing in this Lease
shall require Tenant to open or operate in the Improvements.

(b) [Insert applicable exclusive]

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(c) Article 19(b) shall be considered null and void and of no
further force and effect to the extent that this provision is prohibited by the
Federal Trade Commission or by any federal, state or local law. In such event
and within thirty (30) days of receipt of notice of any violation of state,
federal or local law, ordinance or regulation, the parties will in good faith
renegotiate this provision to bring the same in accordance with applicable
federal, state or local law, ordinance or regulation. In the event that any
use is suffered or permitted by Landlord, its successors or assigns for a
period of thirty (30) days following written notice to Landlord from Tenant of
such violation or conflicting use, Tenant shall be entitled to its remedies at
law or at equity; provided, however, that during the Primary Term Tenant's
remedies for any breach of this Article 19 shall be limited as provided in
Articles 3(b) and 45 and further provided that, if Landlord is diligently
prosecuting legal action to cause any owner or tenant who is using its premises
in direct competition with Tenant in violation of such tenant's lease, Tenant's
rights to exercise any such remedies against Landlord shall be suspended until
the conclusion of Landlord's legal action, including the enforcement of any
judgment in favor of Landlord. Landlord, its successors or assigns, shall
cause a memorandum of this covenant to be placed in the Land Records in the
County of ________, State of ________, in any memorandum of lease so recorded
by Landlord.

(d) Landlord shall enter into an REA (as defined in Article 24)
providing the Shopping Center may be used for any lawful commercial retail
purpose; but that no portion thereof including the Demised Premises shall be
occupied or used, directly or indirectly, for a bowling alley, arcade, game
room, skating rink, billiard room, massage parlor, peep show store, head shop
store, topless or strip club, adult book store (which shall mean a store which
primarily sells or offers for sale sexually explicit printed materials, audio
or video tapes or films and sexual devices), bar, tavern, pub, restaurant,
ballroom, dance hall, discotheque, beauty school, barber college, theater,
health club, offices (other than offices ancillary to a retail use, a full
service bank office, savings and loan association office, or credit union),
place of instruction, reading room or any operation catering primarily to
students or trainees rather than to customers. All business operated in the
Shopping Center shall be operated on a full-time basis during at least normal
business hours Monday through Saturday; no business shall be operated on a
part-time basis (i.e., for only a portion of the week or month). The foregoing
shall not require the continuous use or occupation of any portion of the
Shopping Center but is only intended to prohibit businesses in the Shopping
Center which operate on a part-time basis for only a portion of the week or
month, such as a discount store operation which is open only as it has stock
available to sell.

(e) Landlord shall enter into an REA (as defined in Article
24) providing no building, structure or business, including the Demised
Premises, shall be constructed or operated in the Shopping Center which shall
be inconsistent with the operation of a family-type, retail shopping center,
and any building, structure

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<PAGE> 63
or business shall be attractive, both in its physical characteristics and in
appeal, to customers and retail trade.

(f) No use of any of the Shopping Center owned by or with
respect to which Landlord has the right to exercise control of the use
or occupancy thereof shall interfere with the use of the Common Area or impede
the free flow of pedestrian or vehicular traffic thereon.

20. Signs.

(a) Landlord expressly recognizes that the Service Mark and
Trademark "_________" ("Mark") is the valid and exclusive property of Tenant,
and Landlord shall not, either during the Lease Term or thereafter, directly or
indirectly, contest the validity of such Mark in any form and in any related
trademarks or any of Tenant's registrations pertaining thereto in the United
States or elsewhere, nor adopt or use such Mark or any term, word, mark or
designation which is in any aspect similar to such Mark. Landlord shall not at
any time do or cause to be done any act or thing, directly or indirectly,
contesting or in any way impairing or tending to impair any part of the
Tenant's right, title and interest in such Mark, and Landlord shall not in any
manner represent that it has ownership interest in such Mark or registrations
therefor and specifically acknowledges that any use thereof pursuant to this
Lease shall not create in Landlord any right, title or interest in such Mark.
In the event of a breach by Landlord under this Article 20 Tenant shall be
entitled to equitable relief and those additional remedies pursuant to Article
45, but shall not be entitled at any time prior to the Loan Payoff to terminate
the Lease, reduce its obligations to perform under the Lease or reduce the
payment of Annual Rental or Additional Rent hereunder as a result of such
breach.

(b) Tenant shall have the option at its sole cost and expense
(to the extent that it is not part of Landlord's Work (as defined in Exhibit
"C"), in which event it shall be at Landlord's sole cost and expense) to erect,
subject to governmental regulations[, the REA] and matters of title to which
this Lease is subordinate, upon any portion of the Improvements, signs of such
height and other dimensions as Tenant shall determine, bearing such legend or
inscription as Tenant shall determine, provided same are in compliance with all
applicable codes, laws and ordinances.

(c) Landlord shall enter into an REA (as defined in Article 24
providing that no other tenant of the Property pursuant to the terms of any
such other tenant's lease shall display other signs, billboards or posters
on any portion of the Property and that no pylon sign or monument sign
shall be erected on any portion of the Property without the consent of Tenant
(except for the monuments or pylon sign(s) to be installed in the locations
designated as Exhibit "B"). The REA shall provide that (i) the monument and
pylon sign(s) are to be fabricated in accordance with the specifications or
rendering attached hereto as Exhibit "B-1" and Tenant's double faced panels
thereon shall be in the location shown on Exhibit "B-1", attached hereto and
incorporated herein by reference, (ii) Tenant shall be a participant on all of
the pylon and monument signs erected on the Property, and Tenant's panels
thereon shall be double-faced, if

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<PAGE> 64
applicable, (iii) Each user will bear the entire expense of the cost
and installation of its individual sign panel on the pylon and monument
sign(s); and, subject to the approval of the appropriate governmental
agencies, Tenant shall be permitted to illuminate its pylon and monument
sign(s) from dusk to dawn on a daily basis.

21. Landlord's Remedies. If Tenant shall be in default (i) of any
payment obligation under this Lease and such default shall remain uncured (A)
by Tenant for ten (10) days after written notice, and (B) by Tenant's Guarantor
for thirty (30) days after written notice, or, (ii) with respect to any other
obligation and such default, subject to the following provisions of this
Article 21, shall remain uncured by Tenant or by Tenant's Guarantor for thirty
(30) days after written notice, then Landlord may, by giving written notice to
Tenant and Tenant's Guarantor at any time thereafter during the continuance of
such default, if clause (i) above applies, either (x) terminate this Lease, or
(y) re-enter the Demised Premises by summary proceedings or otherwise and in
the case of either clause (x) or (y), expel Tenant and remove all property
therefrom, relet the Demised Premises at the best possible rent readily
obtainable from a suitable tenant (making reasonable efforts therefor to
mitigate damages), and receive the Rent therefrom, and, in all cases also bring
an action for damages or seek specific performance. If Landlord re-enters
pursuant to clause (y) above or terminates this Lease pursuant to clause (x)
above, provided, Tenant shall remain liable for the equivalent of the amount of
all Annual Rental and Additional Rent accrued up to the date of reletting and
for the reasonable expenses incurred by Landlord in connection with any
enforcement action hereunder (including reasonable attorneys fees), less the
proceeds of if any, after deducting therefrom the reasonable cost of obtaining
possession of the Demised Premises and of any repairs and alterations and other
expenses necessary to prepare the Demised Premises for reletting. From and
after the date of reletting, if any, Tenant in the case of either clause (x) or
(y) shall remain liable for any and all deficiencies in Annual Rental and
Additional Rent, which deficiencies shall be paid by Tenant on the date herein
provided for the payment of Annual Rental or Additional Rent. If any default
by Tenant (except non-payment of Annual Rental and Additional Rent) cannot
reasonably be remedied within thirty (30) days after notice of default, and if
Tenant shall commence promptly to cure the same and thereafter prosecute the
curing thereof with diligence, then Tenant shall have such additional time as
shall be reasonably necessary to remedy such default before this Lease can be
terminated or other remedy enforced by Landlord but in no event more than one
hundred eighty (180) days subject to Excusable Delays (as defined below)
unless, only in the case of cures that require construction or remedial work,
such cure cannot with diligence be completed within such one hundred eighty
(180) day period in which case such period shall be extended for an additional
one hundred eighty (180) days subject to Excusable Delays (as defined below),
provided that Tenant shall deliver to Landlord on or before the commencement of
such second one hundred eighty (180) day period, a written certification
describing the work completed to date, the work remaining to be completed and
the estimated time to complete and further provided Tenant takes all reasonable
action to prevent further diminution in value of the Demised Premises during
such extended cure period. "Excusable Delays" shall mean delay in the
performance by Tenant of

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any of its obligations hereunder by reason of the act or neglect of Landlord,
act of God, strike, labor dispute, boycott, governmental restrictions, riot,
insurrection, war, catastrophe, act of the public enemy or any other act over
which Tenant has no control. In no event shall Tenant have the right to
terminate this Lease by reason of any event or circumstance caused by Tenant's
failure to cure Tenant's default. Except as provided in the preceding
sentence, in the event Tenant shall be in default under any provision of this
Lease, then Landlord may, after notice to Tenant (and, with respect to
non-monetary defaults, after the continuance of any such default for thirty
(30) days after notice thereof by Landlord), cure such default, all on behalf
of and at the expense of Tenant, and do all necessary work and make all
necessary payments in connection therewith, and Tenant shall on demand, pay
Landlord forthwith the amount so paid by Landlord (which amounts may include
reasonable attorneys' fees and expenses of Landlord) together with interest
thereon at the Late Rate from the date of Landlord's expenditure to the date of
payment by Tenant to Landlord. Except for the legal remedy of damages
(provided Landlord shall use reasonable efforts to mitigate damages) and the
equitable remedies of an injunction or specific performance, Landlord's
remedies herein shall be exclusive.

23. Bankruptcy.

(a) If a petition in bankruptcy shall be filed by or with
respect to Tenant, or if Tenant shall be adjudicated bankrupt, or if Tenant
shall make a general assignment for the benefit of creditors, or if in any
proceeding based upon the insolvency of Tenant a receiver, trustee or
liquidator of all of the property of Tenant shall be appointed and shall not be
discharged within sixty (60) days after such appointment, then Landlord may
terminate this Lease by giving notice to Tenant of its intention so to do;
provided, however, neither bankruptcy, insolvency, an assignment for the
benefit of creditors nor the appointment of a receiver shall affect this Lease
or permit its termination so long as all of the covenants on the part of Tenant
to be performed shall be performed by Tenant or someone claiming under it.

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(b) In the event a petition in bankruptcy shall be filed by or
with respect to Tenant, Tenant as debtor-in-possession or otherwise shall
not elect to reject this Lease or consent to the rejection thereof.

(c) In the event a petition in bankruptcy shall be filed by or
with respect to Landlord, and, landlord or Landlord's Trustee rejects this
Lease, Tenant shall, for the benefit of Landlord's Mortgagee pursuant to
Section 365(h) of the Bankruptcy Code, elect to remain and unless such
possession is terminated by order of a court of competent jurisdiction shall
remain in possession of the Demised Premises.

24. Covenants of Quiet Enjoyment and Title.

(b) Notwithstanding the provisions of this Article 24, a breach
by Landlord under this Article 24 shall not be a default under this Lease until
the earlier of the expiration of the Primary Term or the Loan Payoff, and
Tenant's remedies for each such default shall be those exercisable pursuant to
Article 45 hereof.

(c) Landlord is the owner of [in fee simple title to]
[a leasehold interest pursuant to the Ground Lease in] the portion of the
Property on which the Demised Premises are located, free and clear of any
liens, encumbrances, restrictions and violations (or claims or notices
thereof), except as set forth on Exhibit "E" attached hereto and incorporated
herein by reference (collectively, "Permitted Exceptions"). Landlord has the
right to use the Common Area on the Property as contemplated in this Lease.

(d) The term "REA" as used in this Lease shall mean [insert
definition]. Landlord shall comply with all of the terms and conditions of the
REA during the Lease Term. As of the date of this Lease, Landlord has not
received any notices of default under the REA. Landlord shall have the right
to amend or modify the REA provided Landlord has supplied Tenant with a copy of
any proposed amendments and obtained Tenant's prior written consent to any
amendments.

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(e) Landlord shall not violate (nor shall Landlord's action or
inaction cause Tenant to violate) the REA nor shall Landlord permit any other
party to the REA to violate the REA, and Tenant shall not violate (nor shall
Tenant's action or inaction cause Landlord to violate) the REA. Each of
Landlord and Tenant shall perform the acts set forth in this Lease, and if any
such act is also required under the REA, the party required under this Lease to
perform such act shall be the party responsible for performing such act under
the REA. In the event that either party breaches its covenants set forth in
the two preceding sentences, then Tenant, in the event of a Landlord default,
shall have the right to proceed under Article 45 hereof, and Landlord, in the
event of a Tenant default, shall have the right to proceed under Article 21
hereof. In addition, Landlord shall provide Tenant with any notice Landlord
receives of Landlord's default under the REA and, if this Lease requires that
Tenant perform such obligation, Tenant shall perform such obligation; otherwise
Landlord shall perform such obligation. If Landlord fails to do so, Tenant
shall have the opportunity, upon complying with the provisions of Article 41 of
this Lease, to cure such default on behalf of and at the expense of Landlord.

(f) Landlord shall, without expense to Tenant and prior to the
commencement of construction of the Improvements, furnish to Tenant (i) an
American Land Title Association Policy of Title Insurance the premium for which
shall be paid from the proceeds of the loan evidenced by the Note[s] and which
policy shall be issued by the title insurance company ("Title Insurance
Company") insuring the mortgage of the Demised Premises executed by Landlord
in favor of Landlord's Mortgagee and shall insure Tenant's leasehold title to
and the priority of Tenant's Second Mortgage to the Improvements and the Land
and Tenant's right to use the Common Area as contemplated herein in the amount
of ___[Tenant to determine]________ and 00/100ths DOLLARS ($_________) and
[amount of the Loan] and 00/100ths Dollars ($____ ), respectively, and
insuring that the Demised Premises are within the bounds of the Property, (ii)
an ALTA/ACSM survey certified to Tenant locating thereon the Improvements by a
licensed surveyor of the Property and within sixty (60) days of the Possession
Date supply an as-built survey of the Improvements and (iii) agreements
wherein each holder of any lien against the Demised Premises with priority to
this Lease shall consent to this Lease and agree that Tenant's possession and
right of use under this Lease in and to the Demised Premises shall not be
disturbed by such holder unless and until Tenant shall breach any of the
provisions hereof and this Lease or Tenant's right to possession hereunder
shall have been terminated in accordance with the provisions of this Lease.

25. Subordination, Non-Disturbance and Attornment.

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Lease to a first lien mortgage, other than the Mortgage (as defined in Article
8(e)), or ground lease affecting the Demised Premises; too shift a line
provided, however, such subordination shall be upon the express condition that
the validity of this Lease shall be recognized by the mortgagee or ground
lessor, and that, notwithstanding any default by the mortgagor or ground
lessee, with respect to such mortgage or ground lease, Tenant's possession and
right of use under this Lease in and to the Demised Premises shall not be
disturbed by such mortgagee or ground lessor unless and until Tenant shall
breach any of the provisions hereof and this Lease or Tenant's right to
possession hereunder shall have been terminated in accordance with the
provisions of this Lease.

(b) Except for the Mortgage and as otherwise provided in this
Lease, Landlord shall not enter into any mortgages other than a first mortgage
or replacements thereof and any mortgage given in favor of Tenant to secure
Landlord's obligations under this Lease and the Construction Fund Disbursement
Agreement for the period specified therein unless the holders of such other
mortgages specifically recognize in writing the validity of and covenant not to
disturb of the leasehold estate and rights of Tenant under this Lease in the
manner contemplated in paragraph (a).

(c) In the event (i) the Lease is subordinated to a mortgage or
ground lease as provided in Article 25(a), and (ii) the mortgagee, ground
lessor or any of the Persons hereinafter referred to obtains title to the
Demised Premises, Tenant shall attorn to such mortgagee or ground lessor, its
successor(s) and/or assign(s), any purchaser of the Demised Premises at a
foreclosure sale or pursuant to any power of sale provided for in such
mortgage, and any recipient of a deed in lieu of foreclosure, as its landlord
pursuant to the terms of this Lease and such Person shall accept such
attornment. Such attornment shall be effective and self executing without the
execution of any further instrument by any such Person succeeding to the
interest of the Landlord under this Lease.

26. Hazardous Material.

(a) Tenant acknowledges receipt of the _______________________
prepared for _________________ by _____________________________ dated
______________.

(c) Tenant shall indemnify, defend and hold Landlord and its
successors, assigns and mortgagees (and their respective directors,
officers, employees and agents) harmless from and against any claims (including
third-party claims), demands, penalties, fines, liabilities, settlements,
damages, costs or expenses of whatever kind or nature, including reasonable
attorneys' fees, fees of environmental consultants and other experts and
laboratory fees, known or unknown, contingent or otherwise, arising out of or
in any way related to the following matters, provided the same were caused by
Tenant, its employees or agents from and after the Possession Date and during
the time of

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Tenant's occupancy in the Demised Premises: (i) the Release, use, storage,
treatment, transportation, transfer, manufacture, refinement, handling,
production, disposal or threatened Release of any Hazardous Materials, on,
over, under, from or affecting the Demised Premises, Improvements or Land or
the air, soil, water, vegetation, buildings, personal property, persons or
animals thereon; (ii) any personal injury (including wrongful death) or
property damages (real or personal) arising out of or related to such Release,
use, storage, treatment, transportation, transfer, manufacture, refinement,
handling, production, disposal or threatened Release of Hazardous Materials on,
over, under, from or affecting the Demised Premises, Improvements or Land or
the air, soil, water, vegetation, buildings, personal property, persons or
animals thereon; (iii) any lawsuit brought or threatened, settlement reached or
governmental order relating to such Release, use, storage, treatment,
transportation, transfer, manufacture, refinement, handling, production,
disposal or threatened Release of Hazardous Materials on, over, under, from or
affecting the Demised Premises, Improvements or Land or the air, soil, water,
vegetation, buildings, personal property, persons or animals thereon; and/or
(iv) any violation of or liability pursuant to Environmental Laws which are
based upon or in any way related to such Release, use, storage, treatment,
transportation, transfer, manufacture, refinement, handling, production,
disposal or threatened Release of Hazardous Materials on, over, under, from or
affecting the Demised Premises, Improvements or Land or the air, soil, water,
vegetation, buildings, personal property, persons or animals thereon and/or (v)
the breach of any warranty, representation or covenant contained in this
Article 26. The indemnity provided in this paragraph shall survive the
termination of this Lease and is not limited or otherwise affected by
Landlord's knowledge of any matter.

(d) For purposes of this Lease, "Hazardous Materials" shall
include, without limitation, asbestos, polychlorinated biphenyls, petroleum
products, any flammable or explosive substances, radioactive materials,
hazardous materials, hazardous waste, hazardous or toxic substances or related
materials defined as such pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time (42 U.S.C.
section 9601, et seq.), the Hazardous Materials Transportation Act, as amended
from time to time (49 U.S.C. section 1801, et seq.), the Resource Conservation
and Recovery Act, as amended from time to time ("RCRA") (42 U.S.C. section
6901, et seq.), the Toxic Substances Control Act, as amended from time to time
(15 U.S.C. section 2601, et seq.), the Clean Water Act, as amended from time to
time (33 U.S.C. section 1251, et seq.), the Clean Air Act, as amended from time
to time (42 U.S.C. section 7401, et seq.), and all other federal, state and
local laws, statutes and ordinances applicable to hazardous materials, and in
the regulations adopted and publications promulgated thereunder, as well as any
judicial or administrative interpretation thereof, including any judicial or
administrative orders or judgment pursuant to any of the foregoing.

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(e) For purposes of this Lease, "Release" shall mean any
release, spill, emission, leaking, pumping, pouring, emptying, injection,
deposit, disposal, discharge, dispersal, leaching or migration into or through
the indoor or outdoor environment or into or out of any property, including the
movement of Hazardous Materials through or in the air, soil, surface water,
ground water or property.

(f) For purposes of this Lease, "Environmental Laws" shall
include any governmental law, ordinance, rule, regulation, or common law, now
or hereafter in effect governing protection of the environment, pollution,
conservation, hazardous material management, waste disposal, the Release, use,
storage, treatment, transfer, manufacture, refinement, handling, production,
transportation, remediation, disposal, or threatened Release of Hazardous
Materials, including, but not limited to, the statutes referenced above in
paragraph (d).

(h) Tenant shall be permitted to contest any judicial or
administrative proceeding described in paragraph (g) as well as the scope of
any remediation sought in any such proceeding.

27. Estoppel Certificates. Tenant will execute, acknowledge and
deliver to Landlord, within thirty (30) days of a request by Landlord, and
Landlord will execute, acknowledge and deliver to Tenant, within thirty (30)
days of a request by Tenant, a certificate executed by an authorized officer of
Tenant or Landlord, as the case may be, and, in the case of Tenant's
certificate, addressed to Landlord and Landlord's Mortgagee, certifying (i)
that this Lease is unmodified and in full force and effect (or, if there have
been modifications, that this Lease is in full force and effect, as modified,
and stating the modifications); (ii) that the Tenant has accepted possession of
the Demised Premises, if applicable, and the date on which the Lease Term
commenced and will expire; (iii) as to the amount of any prepaid rent or any
credit due to the Tenant hereunder; (iv) as to whether, to the best of such
party's knowledge, information and belief, the other party is then in default
in performing any of its obligations hereunder (and, if so, specifying the
nature of each such default) or if any event has occurred that with notice or
lapse of time or both would constitute a default; and (v) as to any other fact
reasonably requested by the requesting party; and acknowledging and agreeing
that any statement contained in such certificate may be relied upon by the
requesting party and any other addressee, and in the case of Landlord's
certificate, addressed to Tenant, Tenant's mortgagee, assignee or sublessee or
any other party reasonably requested by Tenant and certifying the status of the
Lease, any existing defaults, the states of the payments and performance of
Tenant and any other information reasonably requested by Tenant.

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28. Indemnity. Tenant shall indemnify, defend and save Landlord (its
partners, officers, employees and agents), and Landlord's Mortgagee, if any,
harmless against all penalties, claims or demands of whatsoever nature
(including mechanics' liens from work contracted for by Tenant) and from any
liability hereafter arising from statutory and common law liabilities for
damage to property or injuries sustained by any person or persons occurring
within the Demised Premises during the Lease Term (together with all reasonable
attorneys' fees and expenses incurred by Landlord and Landlord's Mortgagee, if
any, in connection with the same), except those which shall result, from the
negligence or misconduct of Landlord, Landlord's partners, officers, employees
or agents or Landlord's Mortgagee, if any.

29. Condition of Premises at Termination. At the expiration or
earlier termination of the Lease Term, Tenant shall surrender the Demised
Premises, together with alterations, additions and improvements then a part
thereof, in good order and condition except for ordinary wear and tear and
except as otherwise expressly provided herein (e.g., loss or damage by fire,
the elements and other casualty). All furniture and trade fixtures installed
in the Demised Premises at the expense of Tenant or other occupant shall remain
the property of Tenant or such other occupant and shall be removed by Tenant at
its expense at the expiration or earlier termination of the Lease; provided,
however, Tenant shall, at any time and from time to time during the Lease Term,
have the option to relinquish its property rights with respect to such trade
fixtures, which option shall be exercised by notice of such relinquishment to
Landlord, and from and after the exercise of such option the property specified
in such notice shall be the property of Landlord.

31. Investment Tax Credit.

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(b) Landlord shall maintain adequate records so that the
qualifying property can be identified and the cost thereof can be determined
and to provide such records to the Tenant upon written request and otherwise
to cooperate with Tenant in connection therewith. Landlord shall not destroy
or otherwise dispose of such records until written consent to such destruction
or disposal has been obtained from Tenant.

32. Notices. Notices required under this Lease shall be in writing
and deemed to be properly served on receipt thereof if personally delivered or
sent by certified or registered mail (return receipt requested, postage
prepaid) or by overnight courier service which delivers only upon signed
receipt of the addressee: (i) to Landlord at the address set forth in the
first paragraph of this Lease, Attention: __________________, with a copy to
__________________, or (ii) to Tenant at the address set forth in the first
paragraph of this Lease, Attention: President, with a separate copy to Vice
President-Real Estate. All notices required under this Lease shall also be
sent to Kmart Corporation, as Tenant's Guarantor as herein provided, at 3100 W.
Big Beaver Road, Troy, Michigan 48084; and to United States Trust Company of
New York, as Trustee, c/o U.S. Trust Company of California, N.A., 555 South
Flower Street, Suite 2700, Los Angeles, California 90071, Attention: Corporate
Trust Division. The parties to receive notice and the addresses for notice may
be changed by the party entitled to notice by giving notice of such change
pursuant to this Article 32. The date of notice shall be the date of receipt of
notice or the date of attempted delivery of the notice by the overnight courier
service or the U.S. Postal Service to the addressee or its agent.

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provision to the contrary, Landlord's transferee or purchaser shall be liable
for the performance of the obligations of Landlord accruing or arising after
the date of such transfer and conveyance during the time of its ownership, and
Landlord shall thereupon be released and discharged from any and all further
obligations under this Lease as such owner in connection with the property sold
by it. Notwithstanding the foregoing, Landlord shall be liable for the
performance of the obligations of Landlord accruing or arising from the
commencement of the Lease Term up to the date immediately preceding the date of
such transfer and conveyance. All covenants and agreements of this Lease shall
run with the Land and Property.

35. Severability. If any one or more of the provisions contained
herein shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Lease, but this Lease shall be construed as if such
invalid, illegal or unenforceable provision had not been contained herein.

37. Waiver and Modifications. The failure of either party to insist
in any one or more instances upon the strict performance of any one or more of
the agreements, terms, covenants, conditions or obligations of this Lease, or
to exercise any right, remedy or election herein contained, shall not be
construed as a waiver or relinquishment for the future of the performance of
such one or more obligations of this Lease or of the right to exercise such
right, remedy or election, but the same shall continue and remain in full force
and effect with respect to any subsequent breach, act or omission. This Lease
may be changed or amended only if such change or amendment is reduced to
writing and signed by each party.

38. Entire Agreement. This Lease, the Construction Fund Disbursement
Agreement, Consent and Agreement, [insert any other agreement] and the exhibits
and amendments or addenda, if any, attached hereto and forming a part hereof,
set forth all the covenants, promises, agreements, conditions, provisions and
understandings between Landlord and Tenant concerning the Demised Premises and
there are no covenants, promises, agreements, conditions, provisions or
understandings, either oral or written, between them other than as are herein
set forth. Landlord and Tenant shall perform each of their respective
obligations pursuant to the Consent and Agreement. No alteration, amendment,
change or addition to this Lease shall be binding upon Landlord or Tenant
unless in compliance with the terms of the Consent and Agreement ("Consent and
Agreement") dated as of even date herewith by and

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among Landlord, Tenant and various other parties and unless further reduced to
writing and signed by each party.

41. Tenant's Right to Cure Landlord's Defaults. In the event Landlord
shall neglect to pay when due any obligations on any mortgage or encumbrance
affecting title to the Demised Premises and to which this Lease shall be
subordinate or shall fail to perform any of its obligations specified in this
Lease, then Tenant may, after the continuance of such default for ten (10) days
after written notice thereof by Tenant to Landlord in the case of a monetary
default, pay any principal, interest or other charges to cure such default, all
on behalf of and at the expense of Landlord or Tenant may, after the
continuance of any non-monetary default (other than any default under Article
10 for which Tenant has immediate rights pursuant to the Construction Fund
Disbursement Agreement) for thirty (30) days after written notice thereof by
Tenant, do all necessary work and make all necessary payments in connection
therewith, and Landlord shall, on demand, pay Tenant forthwith the amount so
paid by Tenant, together with interest thereon at the Late Rate from the date
of payment until repayment, and Tenant shall be entitled upon Landlord's
failure to do so to the extent necessary during the Primary Term and until the
Loan Payoff to pursue any and all remedies available pursuant to the
Construction Fund Disbursement Agreement, the Second Mortgage or the Option to
Purchase Real Estate, and, after the earlier of the expiration of the Primary
Term or the Loan Payoff, Tenant's remedies shall be as set forth in Article 45
hereof. If any default by Landlord (except non-payment of a monetary
obligation of Landlord) cannot be remedied within thirty (30) days after notice
of default, and if Landlord shall commence promptly to cure the same and
thereafter prosecute the curing thereof with diligence, then Landlord shall
have three hundred sixty-five (365) days to remedy such default before any
remedy set forth above can be enforced by Tenant.

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remedy such default (provided that Landlord's Mortgagee shall provide written
notice to Tenant on or before the thirty first (31st) day after receipt of
Tenant's notice of default that Landlord's Mortgagee intends to cure such
default).

44. Right of Entry. Provided Landlord has given Tenant three (3)
days' advance written notice, Landlord, and Landlord's agents will have access
to the Demised Premises during Tenant's business hours for the purpose of
inspecting the same, performing any repair or other obligations pursuant to the
terms of this Lease and exhibiting the Demised Premises to prospective lenders
and purchasers. Any access by Landlord or Landlord's agents permitted
hereunder shall be discreet and conducted in a manner not to unreasonably
interfere with Tenant's use of the Demised Premises. Notwithstanding the
foregoing, in the event of any emergency repair (a repair necessary to protect
the Improvements and/or to keep the Common Area free from hazards), Landlord is
hereby granted access to the Demised Premises and shall provide Tenant with
reasonable notice under the circumstances making every attempt to contact
Tenant's facility manager prior to its entry.

45. Landlord's Guaranty; Landlord's Representations and Warranties;
Accrual of Tenant's Rights and Remedies.

(a) [Subject to the limitations on Tenant's remedies set forth in
paragraph (d) of this Article 45, Landlord shall unconditionally guarantee all
work performed in the Construction of the Improvements which is part of
Landlord's Work [and Common Area] against defective workmanship and materials
for the period of one (1) year from the completion of the Construction of the
Improvements [and Common Area].] [Intentionally omitted.]

(b) Subject to the limitations on Tenant's remedies set forth in
paragraph (d) of this Article 45, Landlord represents, warrants and covenants:

(ii) prior to the Possession Date and throughout the Lease
Term, there shall be ingress and egress to the adjoining

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public streets and highways in the number and in the locations depicted on
Exhibit "B", subject to unavoidable temporary closings or temporary relocations
necessitated by public authority or Landlord's Force Majeure;

(iv) prior to the Possession Date and throughout the Lease
Term the aggregate area provided for the parking of automobiles upon the
Property and intended for common use shall, during the Lease Term, be
sufficient to accommodate not less than ____ automobiles per one thousand
(1,000) square feet of building space constructed upon the Property, determined
in the manner provided for in the applicable building code or regulation;

(v) [prior to the Possession Date, it will Substantially
Complete or cause to be Substantially Completed all of Landlord's Work;]
[Intentionally omitted;]

(vi) prior to the Possession Date and during the Lease Term,
Landlord shall not erect or permit to be erected any buildings or other
structures on the Property, except for buildings or other structures
substantially in the size and location shown on Exhibit "B";

(vii) prior to the [Commencement of Construction] and on the
Possession Date the Property and the Improvements will be properly zoned for
Tenant's intended use and all necessary governmental consents, permits and
approvals for such Construction shall have been obtained, and on the date
Tenant opens for business all necessary governmental consents, permits and
approvals for such Tenant's intended use shall have been obtained;

(ix) prior to the Possession Date and throughout the Lease
Term, no building or any portion thereof located on the Outlot Area as
designated on Exhibit "B" shall be greater than _____ (__) story or ___________
(___) feet in height (including architectural embellishments) except on Exhibit
"B") which shall not be greater than one (1) story or ________ (___) feet in
height (including architectural embellishments), whichever is less;

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(x) Landlord has full right and power to execute and
perform this Lease and to grant the estate demised herein and Tenant, on
payment of the Annual Rental, Additional Rent and performance of the covenants
and agreements hereof, shall peaceably and quietly have, hold and enjoy the
Demised Premises and all rights, easements, appurtenances and privileges
belonging or in any way appertaining thereto without molestation or hindrance
of any person claiming by, through or under Landlord, subject, however, to the
terms of this Lease.

(xi) Landlord is seized of an indefeasible estate in fee
simple to the Property, free and clear of any liens, encumbrances, restrictions
and violations (or claims or notices thereof), except for the Permitted Title
encumbrances attached hereto as Exhibit "E" and Landlord has the right to use
the remaining Common Area on the Property as contemplated in this Lease;

(xii) to Landlord's actual knowledge, except for any
conditions disclosed in the ___________________ prepared for ______________ by
____________, dated ________, 19__, a copy of which has been provided to
Tenant, the Improvements and Land does not now contain any underground storage
tank or material amount of Hazardous Materials as defined herein.

(xiii) Landlord shall take all legally required action to
remediate or dispose of any Hazardous Materials which may exist or have been
Released on the Demised Premises, Improvements or Land prior to the Possession
Date or during Tenant's occupancy in the Demised Premises not caused by Tenant,
its assignees, subtenants, agents or employees.

(xiv) Landlord shall indemnify, defend and hold Tenant and
its guarantor, successors, assigns and mortgagees (and their respective
directors, officers, employees and agents) harmless from and against any claims
(including third party claims), demands, penalties, fines, liabilities,
settlements, damages, costs or expenses of whatever kind or nature, including
reasonable attorneys' fees, fees of environmental consultants and other experts
and laboratory fees, known or unknown, contingent or otherwise, arising out of
or in any way related to the following matters if they were not caused by the
Tenant, its assignees, subtenants, employees or agents: (A) the Release, use,
storage, treatment, transportation, transfer, manufacture, refinement,
handling, production, disposal or threatened Release of any Hazardous
Materials, on, over, under, from or affecting the Property or the air, soil,
water, vegetation, buildings, personal property, persons or animals thereon;
(B) any personal injury (including wrongful death) or property damages (real or
personal) arising out of or related to such Release, use, storage, treatment,
transportation, transfer, manufacture, refinement, handling, production,
disposal or threatened Release of Hazardous Materials on, over, under, from or
affecting the Property or the air, soil, water, vegetation, buildings, personal
property, persons or animals

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<PAGE> 78
thereon; (C) any lawsuit brought or threatened, settlement reached or
governmental order relating to such Release, use, storage, treatment,
transportation, transfer, manufacture, refinement, handling, production,
disposal or threatened Release of Hazardous Materials on, over, under, from or
affecting the Property or the air, soil, water, vegetation, buildings, personal
property, persons or animals thereon referred to in (A) above; (D) any violation
of or liability pursuant to Environmental Laws which are based upon or in any
way related to such Release, use, storage, treatment, transportation, transfer,
manufacture, refinement, handling, production, disposal or threatened Release
of Hazardous Materials on, over, under, from or affecting the Property or the
air, soil, water, vegetation, buildings, personal property, persons or animals
thereon referred to in (A) above; and/or (E) the breach of any warranty,
representation or covenant of the Landlord contained in subsections (b)(xi),
(b)(xii) or (b)(xiii) of this Article 45. The indemnity provided in this
paragraph shall survive the termination of this Lease and is not limited or
otherwise affected by Tenant's knowledge of any matter.

(ii) Landlord's breach of any guarantee, covenant,
representation, warranty or indemnity contained in paragraphs (a) (b) or (c) of
this Article 45 shall not constitute a Landlord default until the earlier of the
Loan Payoff or the expiration of the Primary Term.

(iii) Except as provided in Article 45(d)(v), Tenant shall
not be entitled to declare a default, exercise any remedies or take any
action until the earlier of the Loan Payoff or the expiration of the Primary
Term: (A) whenever in this Lease Tenant's remedies are those exercisable
pursuant to Article 45, or (B) with respect to Landlord's breach of the
guarantee contained in paragraph (a) of this Article 45 or Landlord's breach of
the representations, warranties and covenants contained in paragraph (b) of
this Article 45 or any breach of Landlord's indemnity contained in paragraph
(c) of this Article 45. Notwithstanding the preceding sentence, if the
expiration of the Primary Term has occurred as a result of a termination by
Tenant pursuant to Article 17 or Article 18, Tenant shall not be entitled to
declare a default or exercise any remedies pursuant to Article 45(d)(iv)(B),
(C) or (D) until the Loan Payoff.

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<PAGE> 79
(iv) After the earlier of the Loan Payoff or the
expiration of the Primary Term, Tenant shall have the following remedies:

(A) to cure such breach if not previously cured;

(B) to cure such breach and deduct the cost of such
cure together with interest (accruing at the Late Rate) from the date expended
until the date repaid by Landlord, from the Annual Rental and Additional Rent
due under the Lease (unless Tenant had previously cured such breach and was not
reimbursed the cost thereof together with interest pursuant to the Construction
Fund Disbursement Agreement, in which case, Tenant shall be entitled to deduct
the cost of such cure, together with interest accruing at the Late Rate from
the date expended until the date repaid by Landlord, from the Annual Rental and
Additional Rent due under the Lease);

(D) terminate this Lease by written notice to Landlord
with full reservation by Tenant of its right to damages, provided, however,
that if the Expiration of the Primary Term has occurred as a result of
termination of this Lease by Tenant pursuant to Article 17 or Article 18,
Tenant shall not take any action against Landlord's assets by way of execution
or otherwise until Loan Payoff occurs.

(v) Notwithstanding the limitations of Article 45(d)(iii),
the Tenant may exercise the following rights and remedies pursuant to the
applicable provisions of this Lease prior to the Loan Payoff:

(A) [those described in Articles 10(c) and 11(a); and]
[intentionally omitted]

(B) the right to terminate this Lease pursuant to the
provisions of Article 17 or Article 18; provided, however, that Tenant shall not
take any action against Landlord to recover monetary damages or take any
action against Landlord's assets by way of execution or otherwise until Loan
Payoff occurs.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

WITNESSES:
----------------------------,
a limited [partnership]
----------
[liability company]

- ---------------------- By:
--------------------------
Name:
--------------------
Its:
- ---------------------- --------------------
(LANDLORD)

WITNESSES:
-----------------------------,
a/an corporation
----------
- ----------------------

By:
----------------------
- ---------------------- Its:
-------------------------

(TENANT)

37
<PAGE> 80
LEASE EXHIBITS

Exhibit "A" Legal Description of the Shopping Center

Exhibit "A-1" Legal Description of the Land

Exhibit "B" Site Plan showing Tenant's Building and all site work
(reduced to 8 1/2" x 11"); pylon sign location,
outlot parcel identified

Exhibit "B-1" Pylon and Monument sign renderings

Exhibit "C" [Construction Provisions] [Intentionally omitted]

Exhibit "C-1" [Index of Typical Store Drawings and Specifications]
[Intentionally omitted]

Exhibit "C-2" [Index of Approved Site Improvement Drawings and
Specifications] [Intentionally omitted]

Exhibit "D" Annual Rentals for Primary Term and Option Term

Exhibit "E" Permitted Exceptions

Exhibit "F" Exclusive Uses of other Tenants

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<PAGE> 81
EXHIBIT C

CONSTRUCTION PROVISIONS
(Shell-Shopping Center)

1. LANDLORD'S WORK.

(a) Improvements. Landlord shall complete or cause to be completed
construction of a portion of the Improvements in accordance with the Approved
Shell Drawings, and Specifications and the site work and Common Area on the
Land in accordance with the Approved Site Improvement Drawings and
Specifications.

(i) The Improvements shall be constructed by Landlord, at its
sole cost and expense, in accordance with the Approved Shell Drawings and
Specifications (as defined in subparagraph (iii) below) prepared by Landlord,
at its sole cost and expense, and approved by Tenant pursuant to subparagraph
(iii) below which shall, with respect to standards of construction and division
of responsibility for supplying materials and equipment, substantially satisfy
the provisions of Tenant's "Typical Store Shell Drawings and Specifications,"
prior receipt of which Landlord hereby acknowledges. An index of the Typical
Store Shell Drawings and Specifications is attached hereto as Exhibit "C-2" and
incorporated herein by this reference.

(ii) The Typical Store Shell Drawings and Specifications are
subject to the following exceptions and such other deviations as may be
approved, in writing, by Tenant:

(A) Such modifications of arrangement of space, location
of entrances, exits and columns and other structural members as shall be
indicated by Tenant and delivered to Landlord within thirty (30) days after
receipt of Landlord's written request therefor, which request shall be
accompanied by preliminary building outlines, together with any available
elevations and sections; and

(B) Changes of type and standards of construction and of
arrangement to the extent required by applicable laws, codes or ordinances.

(iii) The term "Working Drawings and Specifications" as used in
this Exhibit C shall mean the Typical Store Shell Drawings and Specifications
as modified pursuant to subparagraphs (ii)(A) and (B) above. The Working
Drawings and Specifications shall be submitted to Tenant for approval prior to
commencement of Construction and such approval shall not be unreasonably
withheld. Within thirty (30) days after receipt of the Working Drawings and
Specifications, Tenant shall, in writing, inform Landlord of required revisions
or corrections thereto which are necessary to conform the Working Drawings and
Specifications to the Tenant's Typical Store Shell Drawings and Specifications.

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<PAGE> 82
Landlord shall make such revisions or corrections and resubmit them for
Tenant's final approval. In the event Landlord revises the Working Drawings and
Specifications, Tenant shall have in each instance thirty (30) days after
receipt of such revised Working Drawings and Specifications to approve or
comment upon required revisions or corrections. In the event Tenant shall not
inform Landlord of such desired revisions or corrections within such thirty
(30) days, the Working Drawings and Specifications or the revised or corrected
Working Drawings and Specifications shall be deemed approved and accepted for
the purposes hereof. The Working Drawings and Specifications as approved or
deemed approved by Tenant shall be referred to as the "Approved Drawings and
Specifications."

(iv) Subsequent to approval of the Approved Drawings and
Specifications, in the event that criteria changes to the Approved Drawings and
Specifications shall be requested by Tenant, Landlord shall advise Tenant
within five (5) Business Days if such criteria change(s) will delay completion
of the Demised Premises or the site improvement work on the Land. Tenant shall
then advise Landlord within five (5) Business Days of receipt of Landlord's
notice if Tenant desires Landlord to proceed with the requested modification
notwithstanding the delay. If Tenant elected to instruct the Landlord to
incorporate the modification, the date required for the delivery of the Demised
Premises will be extended on a day for day basis commensurate with the delay
resulting from implementation of the criteria change. If the criteria
change(s) result in a savings to the Landlord in Construction Costs (as defined
in the Construction Fund Disbursement Agreement), then, Landlord shall offset
the amount of the savings from any extra Construction Costs as hereinafter
provided. In the event such criteria changes result in extra Construction
Costs to the Landlord, then Tenant shall pay Landlord the extra Construction
Costs resulting from such changes after deducting from such extra Construction
Costs any savings to Landlord of any of the requested changes. The
reconciliation of these changes shall be made by Landlord and Tenant within
sixty (60) days of the Date of Occupancy and any net payment required shall be
paid by the Landlord or Tenant, as applicable, within ten (10) days from the
date that the reconciliation is approved by Tenant.

(b) Site Work. Landlord shall cause all site work for the Shopping
Center to be completed at Landlord's sole cost and expense in accordance with
the drawings and specifications for such site work prepared or caused to be
prepared by Landlord and as approved by Tenant and such site work shall satisfy
the requirements of all governmental bodies. An index of such approved site
drawings and specifications is attached hereto as Exhibit "C-1" (collectively,
"Approved Site Improvement Drawings and Specifications") and incorporated
herein by this reference. The site work shall be completed substantially as
shown on Exhibit "B", which shall include, but not be limited to provision of
paved driveways running from the adjoining public streets around the front and
[sides] [rear] of the Improvements in order to secure

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<PAGE> 83
convenient ingress and egress from such public streets to the front and [side]
[rear] entrances of the Demised Premises for the purpose of receiving and
delivering fixtures, merchandise and other personal property, which driveways
shall be of sufficient width to permit the passage, unloading, and if
necessary, the turning around of trailer trucks and other commercial vehicles.
Landlord shall also construct and complete the pylon and monument signs for the
Shopping Center.

(c) Completion of Landlord's Work--Possession Date. All of the work
described in subparagraphs (a) and (b) above shall constitute "Landlord's
Work". The Typical Store Shell Drawings and Specifications, the Working
Drawings and Specifications and the Approved Drawings and Specifications shall
constitute a part of this Lease, provided, however, Landlord shall be obligated
to construct the Improvements solely in accordance with the Approved Drawings
and Specifications and the site improvements in accordance with the Approved
Site Improvement Drawings and Specifications.

A general contract for construction of the Improvements ("Construction")
which are referred to in this Exhibit C shall be let, rough site grading shall
be completed and foundations and footings commenced not later than
_________________ ("Construction Commencement Date").

On the Possession Date, Landlord's Work shall have been Substantially
Completed as that term is defined herein (unless the Possession Date occurs
prior to Substantial Completion of Landlord's Work as provided in the
immediately succeeding sentence). If Tenant elects to open for business
pursuant to Article 11 prior to Substantial Completion of Landlord's Work, the
term "Possession Date" shall mean the date of such opening for business and in
all other cases shall mean the later of: (x) the date specified in a written
notice from Landlord to Tenant which date shall be not less than ninety (90)
days after the date of such notice; or (y) the date when Landlord's Work shall
have been Substantially Completed; provided, however, that the Possession Date
shall not be later than ___________, 19__ ("Outside Possession Date"). If
Landlord fails to specify a Possession Date, the Possession Date shall be
deemed to be the Outside Possession Date.

(i) From and after the Possession Date, Tenant shall have the
privilege, rent free, of entering the Demised Premises for the purpose of
completing Tenant's Work and opening its store for business. Entry by Tenant
to commence Tenant's Work shall not be construed as an acceptance of Landlord's
Work by the Tenant under the provisions of this Lease or as a waiver of any of
the provisions hereof.

(ii) On the Possession Date, all necessary governmental
consents, permits and approvals for the Tenant's intended use of the Demised
Premises as a retail store facility, including, but not limited to, a
Certificate of Occupancy which

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<PAGE> 84
shall permit Tenant to open its retail store facility for business, shall have
been obtained (except to the extent conditioned upon the completion of Tenant's
Work) and, in the event the Certificate of Occupancy is not final, Landlord
shall promptly and diligently obtain a final Certificate of Occupancy.

(iii) The term "Substantial Completion", "Substantially
Complete" or "Substantially Completed" as it applies to Landlord's Work shall
mean that the construction thereof has been completed except for minor
"punchlist" items which do not interfere with Tenant's ability to commence and
complete Tenant's Work, which items will be completed by Landlord within thirty
(30) days after the Possession Date.

(d) Force Majeure. If the performance by Landlord of any of its
obligations hereunder is delayed by reason of the act or neglect of Tenant, act
of God, strike, labor dispute, boycott, governmental restrictions, riot,
insurrection, war, catastrophe, act of the public enemy or any other act over
which Landlord has no control (all such acts or events, collectively
"Landlord's Force Majeure"), the Construction Commencement Date or the Outside
Possession Date shall be extended for a period equal to such delay, but in no
event shall such extension exceed ninety (90) days.

2. TENANT'S WORK.

Tenant's Work, for which Tenant shall be solely responsible, shall
consist of all work necessary to complete the Improvements so that Tenant can
open its store for business. Drawings and specifications for Tenant's Work
shall be prepared by Tenant and submitted to landlord for its approval, which
approval shall not be unreasonably withheld, delayed or conditioned. While
Tenant's Work shall be performed at the sole cost of Tenant, Landlord shall
provide Tenant with a Leasehold improvement allowance in the amount of
$_________ which shall be disbursed to Tenant upon the closing of the Loan. To
the extent that the cost of Tenant's Work exceeds the Leasehold improvement
allowance provided for herein, Tenant shall be solely responsible for such
excess.

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<PAGE> 85
EXHIBIT C

CONSTRUCTION PROVISIONS
(Turnkey-Shopping Center)

1. LANDLORD'S WORK.

(a) Improvements. Landlord shall complete or cause to be
completed construction of the Improvements in accordance with the Approved
Drawings and Specifications and the site work and Common Area on the Land in
accordance with the Approved Site Improvement Drawings and Specifications.

(i) The Improvements shall be constructed by Landlord, at
its sole cost and expense, in accordance with the Approved Drawings and
Specifications (as defined in subparagraph (iii) below) prepared by Landlord,
at its sole cost and expense, and approved by Tenant pursuant to subparagraph
(iii) below which shall, with respect to standards of construction and division
of responsibility for supplying materials and equipment, substantially satisfy
the provisions of Tenant's "Typical Store Drawings and Specifications," prior
receipt of which Landlord hereby acknowledges. An index of the Typical Store
Drawings and Specifications is attached hereto as Exhibit "C-2" and
incorporated herein by this reference.

(ii) The Typical Store Drawings and Specifications are
subject to the following exceptions and such other deviations as may be
approved, in writing, by Tenant:

(B) Changes of type and standards of construction
and of arrangement to the extent required by applicable laws, codes or
ordinances.

(iii) The term "Working Drawings and Specifications" as
used in this Exhibit C shall mean the Typical Store Drawings and Specifications
as modified pursuant to subparagraphs (ii)(A) and (B) above. The Working
Drawings and Specifications shall be submitted to Tenant for approval prior to
commencement of Construction and such approval shall not be unreasonably
withheld. Within thirty (30) days after receipt of the Working Drawings and
Specifications, Tenant shall, in writing, inform Landlord of required revisions
or corrections thereto which are necessary to conform the Working Drawings and
Specifications to the Tenant's Typical Store Drawings and Specifications.
Landlord

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<PAGE> 86
shall make such revisions or corrections and resubmit them for Tenant's final
approval. In the event Landlord revises the Working Drawings and
Specifications, Tenant shall have in each instance thirty (30) days after
receipt of such revised Working Drawings and Specifications to approve or
comment upon required revisions or corrections. In the event Tenant shall not
inform Landlord of such desired revisions or corrections within such thirty
(30) days, the Working Drawings and Specifications or the revised or corrected
Working Drawings and Specifications shall be deemed approved and accepted for
the purposes hereof. The Working Drawings and Specifications as approved or
deemed approved by Tenant shall be referred to as the "Approved Drawings and
Specifications."

(iv) Subsequent to approval of the Approved Drawings and
Specifications, in the event that criteria changes to the Approved Drawings and
Specifications shall be requested by Tenant, Landlord shall advise Tenant
within five (5) Business Days if such criteria change(s) will delay completion
of the Demised Premises or the site improvement work on the Land. Tenant shall
then advise Landlord within five (5) Business Days of receipt of Landlord's
notice if Tenant desires Landlord to proceed with the requested modification
notwithstanding the delay. If Tenant elected to instruct the Landlord to
incorporate the modification, the date required for the delivery of the Demised
Premises will be extended on a day for day basis commensurate with the delay
resulting from implementation of the criteria change. If the criteria
change(s) result in a savings to the Landlord in Construction Costs (as defined
in the Construction Fund Disbursement Agreement), then Landlord shall offset
the amount of the savings from any extra Construction Costs as hereinafter
provided. In the event such criteria changes result in extra Construction
Costs to the Landlord, then Tenant shall pay Landlord the extra Construction
Costs resulting from such changes after deducting from such extra Construction
Costs any savings to Landlord of any of the requested changes. The
reconciliation of these changes shall be made by Landlord and Tenant within
sixty (60) days of the Date of Occupancy, and any net payment required shall be
paid by the Landlord or Tenant, as applicable, within ten (10) days from the
date that the reconciliation is approved by Tenant.

(b) Site Work. Landlord shall cause all site work and Common
Area on the Land to be completed at Landlord's sole cost and expense in
accordance with the drawings and specifications for such site work and Common
Area on the Land prepared or caused to be prepared by Landlord and as approved
by Tenant, and such site work shall satisfy the requirements of all
governmental bodies. An index of such approved site drawings and
specifications is attached hereto as Exhibit "C-1" (collectively, "Approved
Site Improvement Drawings and Specifications") and incorporated herein by this
reference. The site work shall be completed substantially as shown on Exhibit
"B", which shall include, but not be limited to, provision of paved driveways
running from the adjoining public streets around the front and [sides] [rear]
of the Improvements in

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<PAGE> 87
order to secure convenient ingress and egress from such public streets to the
front and [side] [rear] entrances of the Demised Premises for the purpose of
receiving and delivering fixtures, merchandise and other personal property,
which driveways shall be of sufficient width to permit the passage, unloading,
and if necessary, the turning around of trailer trucks and other commercial
vehicles. Landlord shall also construct and complete the pylon and monument
signs for the Shopping Center.

(c) Completion of Landlord's Work--Possession Date. All of
the work described in subparagraphs (a) and (b) above shall constitute
"Landlord's Work". The Typical Store Drawings and Specifications, the Working
Drawings and Specifications and the Approved Drawings and Specifications shall
constitute a part of this Lease, provided, however, Landlord shall be obligated
to construct the Improvements solely in accordance with the Approved Drawings
and Specifications and the site improvements in accordance with the Approved
Site Improvement Drawings and Specifications.

(i) From and after the Possession Date, Tenant shall have
the privilege, rent free until the Rental Commencement Date, of entering the
Demised Premises for the purpose of installing its trade fixtures, storing
merchandise and performing other of Tenant's pre-opening activities, and Tenant
may open its store for business. Entry by Tenant to commence fixturing shall
not be construed as an acceptance of the Demised Premises by the Tenant under
the provisions of this Lease or as a waiver of any of the provisions hereof.
Landlord shall obtain any permit or approval required for Tenant to commence
fixturing on or before the Possession Date.

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<PAGE> 88
(ii) On the Possession Date, all necessary governmental
consents, permits and approvals for the Tenant's intended use of the Demised
Premises as a retail store facility, including, but not limited to, a
Certificate of Occupancy which shall permit Tenant to open its retail store
facility for business, shall have been obtained (except to the extent
conditioned upon the completion of Tenant's Work) and, in the event the
Certificate of Occupancy is not final, Landlord shall promptly and diligently
obtain a final Certificate of Occupancy.

(iii) The term "Substantial Completion", "Substantially
Complete" or "Substantially Completed" as it applies to the Improvements and
the site work shall mean that the construction thereof has been completed
except for minor "punchlist" items which do not interfere with Tenant's ability
to open and operate its retail facility, do not hinder the work to be performed
by Tenant in or about the Demised Premises and do not prevent Tenant from
operating its business in the ordinary course, which items will be completed by
Landlord within thirty (30) days after the Possession Date.

(d) Force Majeure. If the performance by Landlord of any of
its obligations hereunder is delayed by reason of the act or neglect of Tenant,
act of God, strike, labor dispute, boycott, governmental restrictions, riot,
insurrection, war, catastrophe, act of the public enemy or any other act over
which Landlord has no control (all such acts or events, collectively
"Landlord's Force Majeure"), the Construction Commencement Date or the Outside
Possession Date shall be extended for a period equal to such delay, but in no
event shall such extension exceed ninety (90) days.

2. TENANT'S WORK.

<PAGE> 1
EXHIBIT 4.9

4/22/94
LEASE GUARANTY AGREEMENT

THIS AGREEMENT ("Agreement") dated as of ________, 199_, among
______________________________________________, a _________ limited
[partnership] [liability company] ("Landlord"), having an address at
________________________________________ and KMART CORPORATION, a Michigan
corporation ("Guarantor"), having its principal office at 3100 West Big Beaver
Road, Troy, Michigan 48084, and ______________ ("Tenant"), a ____________
corporation, having an address at _____________, solely for purposes of Section
5 of this Agreement,

W I T N E S S E T H :

Contemporaneously herewith, Landlord, as landlord, is entering into a
certain lease ("Lease") dated as of ________, 19__, for certain demised
premises defined in the Lease ("Demised Premises") located on real property in
the City of ________, County of ________, State of _________, which property is
more particularly described in Exhibit A attached thereto, with
Tenant, as tenant. Pursuant to a Loan Agreement of even date
herewith between Landlord, as Borrower, and National Tenant Finance
Corporation, a Delaware corporation, as Lender ("Lender"), Landlord is
obtaining the funds necessary to acquire the Demised Premises [and construct
the Tenant Improvements thereon]. Guarantor owns a controlling interest in the
outstanding capital stock of Tenant and is executing this Agreement as an
inducement to the Landlord to enter into the Lease and to Lender to enter into
the Loan Agreement. All capitalized terms used but not otherwise defined
herein shall have the meaning assigned to such terms in the Lease.

NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

1. Guarantor hereby absolutely and unconditionally guarantees to the
Landlord the full and punctual payment (and not merely collectability),
performance and observance by the Tenant of all of the terms, conditions,
covenants and obligations to be performed and observed by the Tenant under the
Lease (collectively, "Guaranteed Obligations"). Unless sooner terminated
pursuant to Section 5, this Agreement shall terminate with respect to
Guaranteed Obligations which arise, or are incurred solely with respect to
events occurring, after the earlier of the expiration of the Primary Term of
the Lease or the Loan Payoff.

2. Guarantor hereby assents to all of the provisions of the Lease and
waives demand, protest, notice of any indulgences or extensions granted to
Tenant, any requirement of diligence or promptness on the part of the Landlord
in the enforcement of the Lease and any notice thereof, any requirement that
Landlord take any action whatsoever against the Tenant or any other party or
against the assets of Tenant or any other party or file any claim in the
bankruptcy of the Tenant and any other notice to Guarantor, provided, however,
Guarantor shall be furnished with a copy of the

1
<PAGE> 2
notice of or relating to default under or termination of the Lease to which
Tenant is entitled or which is served upon Tenant at the time the same is sent
to or served upon Tenant. Any failure of notice shall not affect Guarantor's
liability hereunder, provided, however, that the time for Guarantor's
performance hereunder shall not commence until such notice is given to
Guarantor pursuant to Section 8.

3. Except as otherwise provided herein, the liability of Guarantor
hereunder is irrevocable, continuing, absolute, independent and unconditional
and shall in no way be affected by any circumstance which may constitute a
defense or legal or equitable discharge, in whole or in part, including,
without limitation, (a) the release or discharge of Tenant or the impairment or
modification of its liability in any creditors', receivership, or bankruptcy
proceeding or from any other cause whatsoever, (b) any alteration of or
amendment to the Lease which alteration or amendment has been consented to in
writing by the Guarantor; (c) any sale, assignment, sublease, pledge or
mortgage of the rights or obligations of Tenant under the Lease; (d) any
application or release of any security or other guaranty given for the
performance and observance of the covenants and conditions in the Lease on
Tenant's part to be performed and observed, provided, however, that any
application of any security given with respect to Tenant's performance under
the Lease shall reduce pro tanto the liability of Guarantor hereunder; (e) any
termination of the Lease except as expressly provided in the next succeeding
sentence; (f) any (i) defect in compliance with specifications, condition of
the Demised Premises, design, operation or fitness for use of the Demised
Premises which result from the construction of the Improvements which comprise
a part of the Demised Premises or, (ii) any damage to or loss or destruction of
the Demised Premises or any interruption or cessation in the use of the Demised
Premises or any portion thereof by Tenant, whether or not without fault on the
part of Tenant or any other person; or (g) any defense to enforcement of this
Guaranty that Guarantor is entitled to assert and Guarantor hereby waives the
right to assert any such defense including, but not limited to, those based on
(i) failure of Tenant to qualify to do business in the jurisdiction where the
property subject to the Lease is located, (ii) lack of Tenant of corporate
authority to enter into the Lease or to carry out the provisions of the Lease,
(iii) lack of Tenant's due authorization, execution and delivery of the Lease,
(iv) unenforceability of the Lease against Tenant in accordance with its terms,
(v) any charter or bylaw provision or agreement, statute, rule or regulation
binding on Tenant which conflicts with the Lease or the performance of any
obligation of Tenant under the Lease, or (vi) any stay or other impediment to
the exercise of Landlord's rights hereunder resulting from any bankruptcy or
other insolvency proceeding and in this respect Guarantor recognizes Landlord's
right to receive interest on any obligations guaranteed hereby after the
commencement of any such bankruptcy or insolvency proceeding. Notwithstanding
Sections 3(a) and (f)(ii) above, Guarantor shall be relieved of all future
liability with respect to Guaranteed Obligations which arise or are

2
<PAGE> 3
incurred solely with respect to events occurring after (x) the rejection of the
Lease by the trustee or debtor-in-possession in Landlord's bankruptcy
proceeding, as a result of which the Lease is terminated and, notwithstanding
Tenant's compliance with the provisions of Article 23(c) of the Lease, the
Tenant is deprived thereby of its possessory rights pursuant to the Lease, or
(y) the Lease is properly terminated by Tenant pursuant to Articles 17 or 18
thereof. The obligation and liability of Guarantor hereunder shall not be
impaired, diminished, abated or otherwise affected by any setoff, defense or
counterclaim that Tenant or any other person may have or claim to have, at any
time or from time to time. There shall be no condition precedent to
Guarantor's obligations hereunder that Landlord at any time demand or resort
for payment or performance to Tenant, its properties or assets or to any
security, property or other rights or remedies whatsoever, and Landlord shall
have the right to enforce this Agreement irrespective of whether or not legal
proceedings or other enforcement efforts against Tenant are pending. Without
limiting the foregoing, it is understood that repeated and successive demands
may be made and recoveries may be had hereunder as and when, from time to time,
Tenant shall default under the terms of the Lease.

4. Guarantor hereby acknowledges and consents to the present assignment
by Landlord of all of its right, title and interest herein to
______________________ ("Lender"), a ___________ corporation, and hereby
further acknowledges and consents to the sale, conveyance, transfer and
absolute assignment by Lender of such right, title and interest to
__________________________ ("Trustee") pursuant to the [Collateral] Trust
Agreement dated as of ________, 19__ [under which the Trustee holds this
Agreement and the rights hereunder for the benefit of the Pass-Through Trustees
(as defined in the Collateral Trust Agreement) pursuant to the Pass-Through
Trust Agreements (as defined in the Collateral Trust Agreement)] under which
the Mortgage Pass-Through Certificates (_____________________________) Series
_____ [and Series _______]("Certificates") are issued. Upon such sale,
conveyance, transfer and absolute assignment to Trustee, Trustee shall be
deemed to be Lender and shall succeed to all to rights of Lender. No amendment
or modification of, or waiver by or consent of the Landlord in respect of, any
of the provisions of this Agreement shall be effective unless Trustee shall have
joined in such amendment, modification, waiver or consent or shall have given
its prior written consent thereto. Trustee shall have the sole right to
exercise all rights, privileges and remedies (either in its own name or in the
name of Landlord for the use and benefit of Trustee) which by the terms of this
Agreement or by applicable law are permitted or provided to be exercised by the
Landlord.

5. (a) Certain Definitions.

(i) "Affiliate" shall mean any person or entity controlling,
controlled by or under common control with any other person or entity.

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<PAGE> 4
(ii) "Investment Grade" shall mean a credit rating issued by
Standard & Poor's ("S&P") which is equal to or greater than the existing
S&P rating of BBB- and is not on credit watch or a credit rating
issued by Moody's Investor Services ("Moody's") which is equal to or greater
than the existing Moody's Investors Service rating of Baa3 and is not on credit
watch.

(iii) "Investment Grade Status" shall mean that the long term
senior secured debt of the entity issuing such debt has been continuously rated
Investment Grade for a period of not less than twelve (12) full calendar months
immediately prior to the occurrence of the Termination Event.

(iv) "New Guarantor" shall mean an entity which is an Affiliate
of the Assignee or Purchaser and which on or before an Effective Date or
Closing Date, whichever is applicable, executes and delivers to Landlord and
Trustee a New Lease Guaranty Agreement.

(v) "New Lease Guaranty Agreement" shall mean a lease guaranty
agreement in form and content, except as provided in Section 5(d), the same as
this Agreement, which has a term equal to the remaining period during which
this Agreement would apply to the Guaranteed Obligations but for the
application of Section 5(c).

(vi) "New Note Put Agreement" shall mean a note put agreement
between Trustee, Tenant, Assignee (if an Assumption Agreement has been
executed), and New Guarantor, if applicable, in form and content the same as
the Note Put Agreement, revised as necessary to reflect the omission of New
Guarantor pursuant to Section 5(c)(iv) and to omit any provisions relating to
"Lease Guaranty Termination" as a Triggering Event.

(vii) "Note Put Agreement" shall mean the Note Put Agreement
dated as of even date with this Agreement by and among Lender, Tenant and
Guarantor.

(viii) "Put" shall have the meaning assigned to it in the Note
Put Agreement.

(ix) "Qualified Assignment" shall mean that Tenant assigns the
Lease to a third party other than Guarantor or an Affiliate of Guarantor
("Assignee") and (i) Assignee executes an assumption agreement ("Assumption
Agreement") in form and content acceptable to Landlord and Trustee pursuant
to which Assignee absolutely and unconditionally assumes all of the
obligations of the Tenant pursuant to the Lease arising from and after the date
("Effective Date") upon which the Assignment is effective, and (ii) Assignee is
an entity which has achieved Investment Grade Status or Assignee delivers or
causes to be delivered, together with its Assumption Agreement, a New Lease
Guaranty Agreement by the New Guarantor which has achieved Investment Grade
Status. If, as of the Effective Date, the requirements of (i) above are
satisfied but not the requirements of (ii) above, and, thereafter the
requirements of (ii) are satisfied,

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<PAGE> 5
then, effective as of any later date that either Assignee or the New Guarantor
achieves Investment Grade Status and not before, a Qualified Assignment shall
be deemed to have occurred.

(x) "Qualified Sale of Tenant" shall mean a sale to a third
party other than Guarantor or an Affiliate of Guarantor ("Purchaser")
of more than a fifty percent (50%) interest in all of the issued and
outstanding capital stock of the Tenant and in connection therewith Tenant or
Guarantor delivers to Landlord a New Lease Guaranty Agreement executed by a New
Guarantor, which on the date of acquisition of such interest in the Tenant's
capital stock ("Closing Date"), is an entity which has achieved Investment
Grade Status. If, as of the Closing Date, the New Guarantor has not achieved
Investment Grade Status, then, effective as of any later date that the New
Guarantor achieves Investment Grade Status and not before, a Qualified Sale of
Tenant shall be deemed to have occurred.

(xi) "Put Exercise Notice" shall have the meaning assigned to it
in Section 5(b).

(xii) "Tenant Achieves Investment Grade Status" shall mean
Tenant, independent of its corporate parent, any subsidiary or Affiliate or
any of them, and independent of any credit support or enhancement provided by
any one or more of them, has achieved Investment Grade Status.

(xiii) "Termination Event" shall mean the occurrence of either
a "Qualified Assignment", a "Qualified Sale of Tenant", or "Tenant Achieves
Investment Grade Status".

(xiv) "Termination Notice" shall have the meaning assigned to it
in Section 5(b).

(xv) "Triggering Event" shall have the meaning assigned to it in
the Note Put Agreement.

(b) At any time following the occurrence of a Termination Event,
Guarantor or Tenant may elect to deliver notice ("Termination Notice") by
Guarantor or Tenant to Landlord and the Trustee of the occurrence of a
Termination Event specifying the nature of the Termination Event and the date
of its occurrence accompanied by evidence of such occurrence. Upon receipt of
the Termination Notice the Trustee shall (i) notify the Certificate Holders of
[the] [each Mortgage Pass-Through] Trust [which has an interest in this
Agreement] that a Triggering Event has occurred, and (ii) the Trustee shall
have the right on the terms and conditions set forth in the applicable Trust
Agreement to exercise the Put which is exercisable pursuant to the Note Put
Agreement as a result of the occurrence of a Triggering Event.

(c) In the event Guarantor delivers the Termination Notice, and
after the Trustee gives the notice thereof to the Certificate Holders pursuant
to Section 5(b), then, if the Trustee is instructed by the

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<PAGE> 6
Certificate Holders pursuant to the provisions of any applicable Trust
Agreement[s] not to exercise the Put, this Agreement shall terminate with
respect to all Guaranteed Obligations which arise, or are incurred solely with
respect to events occurring after the later of the completion of the foregoing
or the satisfaction of each of the following conditions precedent which is
applicable:

(i) in all cases, no uncured default by Tenant then exists
pursuant to the Lease or the Note Put Agreement and no uncured default
by Guarantor exists pursuant to this Agreement or the Note Put Agreement;

(ii) with respect to a Qualified Assignment or a Qualified Sale
of Tenant, Trustee shall have received such documents as it may request from
Borrower necessary to grant an existing, perfected first security interest in
favor of Trustee in the New Lease Guaranty Agreement;

(iii) with respect to a Qualified Assignment or a Qualified Sale
of Tenant, whichever of Guarantor or Tenant delivers the Termination Notice
shall deliver to Landlord and Trustee a legal opinion addressed to Landlord and
Trustee from legal counsel acceptable to Landlord and Trustee and in form and
content acceptable to Landlord and Trustee, that (1) any Assumption Agreement
or New Lease Guaranty Agreement is duly authorized, has been duly executed and
delivered by Assignee or New Guarantor, as applicable, is enforceable in
accordance with its terms and conditions, and covering such other matters
relating to the Assumption Agreement, New Lease Guaranty Agreement and
transaction resulting in the Qualified Assignment or the Qualified Sale of
Tenant as Landlord and Trustee shall reasonably request, and (2) Trustee has an
existing validly perfected lien and security interest in the New Lease Guaranty
Agreement;

(iv) in all cases, the Assignee, if Assignee is an entity which
has achieved Investment Grade Status, or, if not, the New Guarantor shall
deliver to Trustee (1) a New Note Put Agreement defining "Lease/Lease Guaranty
Default" (as defined therein) with respect to a default pursuant to the Lease
as assumed and the New Lease Guaranty, and (2) a legal opinion addressed to
Trustee from counsel and in form and content, each of which are acceptable to
Trustee, that the New Note Put Agreement is duly authorized, has been duly
executed and delivered by Assignee or the New Guarantor, is enforceable in
accordance with its terms and conditions and covering such other matters
relating to the New Note Put Agreement as Trustee shall reasonably request.

(v) in all cases, the Tenant, Purchaser, Assignee or New
Guarantor has achieved Investment Grade Status and Guarantor has provided
Trustee with evidence thereof from S&P or Moody's publications.

(d) Notwithstanding anything in this Section 5 to the contrary, a
termination of Guarantor's obligations pursuant to this Lease Guaranty
Agreement upon the occurrence of a Termination Event

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<PAGE> 7
in compliance with this Section 5 shall not apply to any New Guarantor. Any
New Lease Guaranty Agreement shall not contain this Section 5 or any provision
similar to this Section 5 providing a means for any New Guarantor to terminate
its obligations pursuant to this Lease Guaranty Agreement.

(e) Whichever of Guarantor or Tenant delivers the Termination Notice
shall reimburse Trustee for any and all expenses, including but not
limited to expenses incurred in retaining legal counsel, incurred by Trustee in
connection with the exercise by such party of its rights under this Section 5.

6. This Agreement shall inure to the benefit of the Landlord and its
successors and assigns including, but not limited to, Lender and Trustee and
any assignee of the Landlord's interest in the Lease including, but not limited
to, Lender and Trustee. This Agreement shall be binding upon Guarantor and its
respective successors and assigns; provided that Guarantor shall not delegate
any of its obligations hereunder without the prior written consent of the
Trustee; and provided further that no delegation of any of its obligations
hereunder shall relieve Guarantor thereof and Guarantor shall remain primarily
and originally liable thereon.

7. This Agreement may not be changed or terminated orally, but only by a
written instrument signed by the party against whom enforcement of any change
or termination is sought.

8. Notices required pursuant to this Agreement shall be in writing and
deemed to be property served on receipt thereof if personally delivered, sent
by certified or registered mail (return receipt requested, postage prepaid) or
by overnight courier service which delivers only upon signed receipt of the
addressee: (i) to Landlord at _____________________________, Attention:
____________, with a copy to ______________ or (ii) to Kmart Corporation at
3100 West Big Beaver Road, Troy Michigan 48084, Attention: Vice President-Real
Estate. A copy of any notices hereunder shall be sent to United States Trust
Company of New York, c/o U.S. Trust Company of California, N.A., 555 South
Flower Street, Suite 2700, Los Angeles, California 90071, Attention: Corporate
Trust Division. The parties to receive notice and the addresses for notice may
be changed by the party entitled to notice by giving notice of such change
pursuant to this Section. The date of notice shall be the date of receipt of
notice or the date of attempted delivery of the notice by the overnight courier
service or the U.S. Postal Service to the addressee or its agent.

9. In the event of any dispute between the parties hereto in regard to
the subject matter hereof, the prevailing party shall be entitled to recover
its reasonable costs, including attorney's fees and expenses at all trial and
appellate levels.

10. The Guarantor hereby agrees that any indebtedness of the Tenant now
or hereafter held by the Guarantor is hereby subordinated in right of payment
to the Guaranteed Obligations, and any such indebtedness of the Tenant to the
Guarantor collected or

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<PAGE> 8
received by the Guarantor after a default under the Lease has occurred and is
continuing shall be held in trust for the Trustee and shall be paid over to the
Trustee as payments become due under the Lease to be credited and applied
against the Guaranteed Obligations, in such order as the Loan Agreement
provides, provided, however, if a default by Guarantor pursuant to this
Agreement has occurred and is continuing, any such payments may be credited
and applied against the Guaranteed Obligations in such order as the Trustee
may determine, without in either event in any way affecting, impairing or
limiting the liability of the Guarantor under this Guaranty.

11. This Agreement shall be construed and enforced in accordance with the
laws of the State of New York.

12. Guarantor hereby (i) consents to the jurisdiction of any state or
federal court located within the County of New York, State of New York and
irrevocably agrees that all actions or proceedings relating to this Agreement
may be litigated in such courts, (ii) waives any objection which it may have
based on improper venue or forum non conveniens to the conduct of any
proceeding in any such court, (iii) waives personal service of any and all
process upon it, and consents that all such service or process be made by
registered or certified mail (return receipt requested) or messengered to it
at its address set forth in Section 8 or to its Agent referred to below at such
Agent's address set forth below, and, that service so made shall be deemed to
be completed in accordance with Section 8. Guarantor hereby appoints CT
Corporation System with an office on the date hereof at 1633 Broadway, New
York, New York 10019 as its Agent for the purpose of accepting service of any
process within the State of New York. Upon Landlord's request Guarantor shall
take any action reasonably necessary to confirm such appointment of Agent.
Nothing contained in this Section shall affect the right of Landlord to serve
legal process in any other manner permitted by law, to bring any action or
proceeding in the courts of any jurisdiction against Guarantor, or to enforce a
judgment obtained in the courts of any other jurisdiction.

IN WITNESS WHEREOF, each of the parties has duly executed this Agreement
by a duly authorized person and Guarantor has caused its corporate seal to be
hereunder affixed as of the day and year first above written.

KMART CORPORATION

By
---------------------------
Its
-----------------------

TENANT

By
---------------------------
Its
-----------------------

8
<PAGE> 9
Accepted by:

,
-------------------------------
a limited
---------
[partnership] [liability company]

By: ,
--------------------------
[a corporation,]
---------
its [General Partner]
[ ]
-----------------

[By
-------------------------
Its
---------------------]

ACKNOWLEDGEMENT

STATE OF )
---------
) ss.
County of )
--------

The foregoing instrument was acknowledged before me this day of
--
, 199 by , of KMART CORPORATION, a
- ------- - --------------------- ---------------
Michigan corporation, on behalf of the corporation.

------------------------------
Notary Public

My Commission Expires:

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

ACKNOWLEDGEMENT

STATE OF )
---------
) ss.
County of )
--------

The foregoing instrument was acknowledged before me this day of
--
, 199 by , , of [TENANT], a
- ------- - --------------------- ---------------
corporation, on behalf of the corporation.

------------------------------
Notary Public

My Commission Expires:

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

9
<PAGE> 10
STATE OF )
---------
) ss.
County of )
--------

The foregoing instrument was acknowledged before me this day of
--
, 199 by , [of , a
- ------ - --------------------- -----------------------------
corporation], the [sole general partner] [ ] of
- --------- -------
, a limited [partnership] [liability
- --------------------------- -------------
company], on behalf of the .
---------------------------

------------------------------
Notary Public

My Commission Expires:

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

<PAGE> 1
EXHIBIT 4.10

WHEN RECORDED, MAIL TO:

________________________________
SQUIRE, SANDERS & DEMPSEY
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004

MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS AND
FIXTURE FILING ("Mortgage") is made as of the ___ day of ______, 19__, by and
between ___________________________, a _________ limited partnership
("Company"), the address of which is _________________________________________,
and NATIONAL TENANT FINANCE CORPORATION, a Delaware corporation ("Mortgagee"),
the address of which is 40 North Central Avenue, Suite 2700, Phoenix, Arizona
85004.

FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein
recited, the receipt of which is hereby acknowledged, Company does hereby
irrevocably GIVE, GRANT, BARGAIN, SELL AND CONFIRM unto Mortgagee, its
successors and assigns, all of the following described estate, property and
interest of Company now or hereafter acquired, together with all cash and
noncash proceeds thereof, which may be referred to herein as the "Mortgaged
Estate":

Property, Rents and Derivative Interests

The real property located in the City of ____________, County of
_________, State of _________ , described on Exhibit A attached hereto and by
this reference incorporated herein ("Property"), which Property presently
consists of the land described on Exhibit A; all leases (including, without
limitation, the hereinafter defined Lease), rents, revenues, issues, profits,
royalties, income and other benefits derived from the Property and the
Improvements, as defined below (collectively, "Rents") and the present and
continuing right to make claim for and collect Rents; all estate, right, title
and interest of Company in and to all leases or subleases covering the Property
and the Improvements or any portion thereof now or hereafter existing or
entered into, including, without limitation, all cash or security deposits,
advance rentals and deposits or payments of similar nature; and any greater
estate in the Property owned or hereafter acquired; all interests, estate or
other claims, both in law and in equity, which Company now has or may hereafter
acquire in the Property; all easements, rights-of-way, privileges and rights
used in connection therewith or as a means of access thereto, and all
tenements, hereditaments and appurtenances thereof and thereto, and all water
rights and shares of stock evidencing the same; all minerals and

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<PAGE> 2
mineral rights on, under or related to the Property; all right, title and
interest of Company, now owned or hereafter acquired, in and to any land lying
within the right-of-way of any street, open or proposed, adjoining the Property
and any and all streets, ways, sidewalks, alleys and strips and gores or land
adjacent to or used in connection with the Property;

Improvements

Any and all buildings and improvements now or hereafter erected on the
Property, including, but not limited to, the fixtures, attachments, appliances,
equipment, machinery, and other articles attached to such buildings and
improvements and owned by Company ("Improvements");

Personal Property

All right, title and interest of Company in and to all tangible
personal property now owned or hereafter acquired by Company and now or at any
time hereafter located on or at the Property or used solely in connection
therewith, including, but not limited to: all building materials stored on the
Property, goods, machinery, tools, equipment (including fire sprinklers and
alarm systems, air conditioning, heating and refrigerating equipment, equipment
for electronic monitoring, entertainment, recreation, window or structural
cleaning, maintenance, exclusion of vermin or insects, removal of dust, refuse
or garbage and all other equipment of every kind), lobby and all other indoor
and outdoor furniture (including tables, chairs, planters, desks, sofas,
shelves, lockers and cabinets), wall beds, wall safes, furnishings, appliances
(including dishwashers, garbage disposal units, refrigerators, fans, heaters,
stoves, water heaters and incinerators), inventory, rugs, carpets and other
floor coverings, draperies and drapery rods and brackets, awnings, window
shades, venetian blinds, curtains, lamps, chandeliers and other lighting
fixtures and maintenance and other supplies, other than such property owned by
tenants of Company ("Personal Property");

Intangibles

All of Company's interest in all existing and future accounts,
contract rights, general intangibles, files, books of account, agreements,
permits, licenses, plans and specifications, drawings, warranties, guarantees
and certificates necessary or desirable in connection with the acquisition,
ownership, leasing, construction, operation, servicing or management of the
Mortgaged Estate, whether now existing or entered into or obtained after the
date hereof; the nonexclusive use of all existing and future names under or by
which the Mortgaged Estate or any portion thereof may at any time be operated
or known, all rights to carry on business under any such names or any variant
thereof, and all existing and future telephone numbers and listings,
advertising and marketing materials, trademarks and goodwill in any way
relating to the Mortgaged Estate or any portion thereof ("Intangibles"),

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<PAGE> 3
specifically excluding therefrom any of the foregoing to the extent they are
the property of the Tenant (as defined hereafter); and

Claims and Awards

All the estate, interest, right, title, other claim or demand,
including claims or demands with respect to the proceeds of insurance in effect
with respect thereto, which Company now has or may hereafter acquire in the
Mortgaged Estate, and any and all awards made for the taking by eminent domain,
or by any proceeding or purchase in lieu thereof, of the whole or any part of
the Mortgaged Estate, including, without limitation, any awards resulting from
a change of grade of streets and awards for severance damages, which property
shall be subject to the provisions hereof to the extent not inconsistent with
the terms of the Lease.

TO HAVE AND HOLD the above granted and bargained Mortgaged Estate with
the privileges and appurtenances thereof, unto it, the said Mortgagee, its
successors and assigns forever, to its and their own proper use and behoof.

AND FURTHERMORE, Company does by these presents bind itself, its
administrators and its successors and assigns forever to WARRANT AND DEFEND the
above granted and bargained Mortgaged Estate to Mortgagee, its successors and
assigns, against all claims and demands whatsoever, subject only to the
"Permitted Encumbrances" set forth in Exhibit B attached hereto.

THIS MORTGAGE SHALL SECURE THE FOLLOWING INDEBTEDNESS AND OBLIGATIONS:

(i) Payment of indebtedness (and the interest and
premium, if any, thereon) evidenced by the Promissory Note[s] ([a] cop[y][ies]
of which is [are] attached hereto as Exhibit C) dated _________ , 19__ executed
by Company and payable to the order of Mortgagee and all replacements,
renewals, amendments, extensions, substitutions and modifications thereof in
the aggregate principal amount of $__________ ("Note[s]"), bearing interest and
being payable as provided therein;

(ii) Payment and performance of all of the obligations of
Company to Mortgagee pursuant to the terms of the Loan Agreement ("Loan
Agreement") dated as of ______ 19__ between the Company and the Mortgagee,
relating to the indebtedness evidenced by the Note[s], and the other Loan
Documents (as defined in the Loan Agreement);

(iii) Payment of all other indebtedness (including, without
limitation, the Make-Whole Premium) [pari passu] and performance of all other
obligations and covenants of Company contained in the Note[s], the Loan
Agreement and any of the other Loan Documents;

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<PAGE> 4
(iv) Payment of all other sums, with interest thereon,
which may hereafter be owed by Company or its successors or assigns pursuant to
the Note[s], the Loan Agreement, this Mortgage, the Hazardous Materials
Indemnity Agreement (as defined in Section 1.22), or any of the other Loan
Documents to Mortgagee or its successors or assigns; and

(v) Payment of all future advances by Mortgagee including
any and all advances by Mortgagee to protect or preserve the Mortgaged Estate.

The indebtedness and the obligations secured by this Mortgage which
are described in (i) through (v) above may be referred to herein as the
"Secured Obligations."

[This Mortgage has been executed to secure present and future
obligations. The amount of principal obligations secured by this Mortgage is
$__________ and this Mortgage is on the condition that Company is indebted to
Mortgagee in the principal amount of ___________________________ Dollars
($__________), (which together with accrued interest thereon, and the
Make-Whole Premium described in the Loan Agreement, the pertinent part of which
is attached hereto as Exhibit D may aggregate up to ___________________________
Dollars ($________)), such sum evidenced by the Note[s] and the Loan Agreement,
with interest at the rate or rates therein provided, principal, premium, if
any, and interest being payable as therein provided, and all amounts remaining
unpaid thereon being finally due and payable on _______________, ____.]

[The Improvements on the Property are in the process of construction
or to be erected. The Mortgagee has agreed to make the Loan (as defined in the
Loan Agreement) described in the Loan Agreement (as defined hereafter) by
advancing the Loan Amount (as defined in the Loan Agreement) as a single
advance to the Company pursuant to the Construction Fund Disbursement
Agreement-Improvements [and Construction Fund Disbursement Agreement-Common
Area] ([individually] "Construction Fund Disbursement Agreement" [and,
collectively, "Construction Fund Disbursement Agreements]), dated as of even
date herewith among Company, Mortgagee, _____________, a ________ corporation
("Tenant"), Kmart Corporation ("Guarantor"), a Michigan corporation, the
Construction Monitor named therein, [and] the Escrow Agent [and certain other
Tenants] named therein. Pursuant to the Construction Fund Disbursement
Agreement-Improvements [and the Construction Fund Disbursement Agreement-Common
Area], the portion of the Loan Amount thereto will be disbursed with the
approval of Tenant [or Tenants, as applicable] as the work progresses, the time
and amount of each advancement to be subject to the approval of the Tenant and
Guarantor so that when all of the work on the Property shall have been
completed to the satisfaction of Tenant and Guarantor the portion of the Loan
Amount held pursuant to the Construction Fund Disbursement
Agreement-Improvements [and the Construction Fund Disbursement Agreement-Common
Area] shall be advanced in full to or for the benefit of the Company. The
Company shall complete the

4
<PAGE> 5
construction and erection of the Improvements on the Property [and Common Area,
as applicable] to the satisfaction of Mortgagee, Tenant and Guarantor pursuant
to the terms of the Loan Agreement and the Construction Fund Disbursement
Agreements, respectively.]

This Mortgage, the Note[s], the Loan Agreement and any other
instrument given to evidence or further secure the payment and performance of
any of the several of the Secured Obligations are hereafter referred to as the
"Loan Documents."

This Mortgage is the Mortgage referred to in the Loan Agreement and in
the case of any conflict between any term or condition of this Mortgage and any
term or condition of the Loan Agreement, then the terms and conditions of this
Mortgage shall control with respect to the Mortgaged Estate. All capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Loan Agreement.

ARTICLE I

REPRESENTATIONS, WARRANTIES, COVENANTS
AND AGREEMENTS OF COMPANY

Company hereby represents, warrants, covenants and agrees:

Section 1.01. Payment of Secured Obligations. Company hereby grants
this Mortgage to secure the payment and performance when due of the Secured
Obligations. The consideration received by Company to execute and deliver this
Mortgage and the liens and security interests created herein are sufficient and
will provide a direct economic benefit to Company.

Section 1.02. Title of Company. Company has, subject to Permitted
Encumbrances set forth in Exhibit B hereto, in its own right, good, marketable
and indefeasible title in fee simple to the Property and Improvements and good,
marketable title to the Personal Property and Intangibles, which are free from
encumbrance, other than Permitted Encumbrances and has full right to make this
Mortgage, provided, however, that Mortgagee hereby acknowledges that the
Property is subject to a lease ("Lease") between the Tenant and the Company and
described in the Loan Agreement.

Section 1.03. Capital Improvements. Company shall not make any
expenditures in excess of $________ for Improvements on the Property without
the prior written approval of Mortgagee (except such expenditures as are
required or permitted by the Lease or by laws, ordinances and regulations or as
otherwise required under the Loan Agreement and except such expenditures for
repair, replacement and restoration of the Improvements after a casualty
or exercise of eminent domain, which approval shall not be unreasonably
withheld.

Section 1.04. Maintenance, Repair, Alterations. Subject to the terms
of the Lease, and the rights and obligations of the Tenant under

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<PAGE> 6
the Lease, Company shall: (i) keep the Mortgaged Estate in good and safe
condition and repair, subject to reasonable and ordinary wear and tear,
casualty loss, acts of God and takings by eminent domain; and not remove,
demolish or substantially alter (except such alterations as may be required by
laws, ordinances or regulations) any of the Improvements; (ii) complete
promptly and in a good and workmanlike manner any building or other improvement
which may be constructed on the Property (subject to Mortgagee's approval, as
provided in Section 1.03 where applicable) and promptly (subject to delays
caused by act of God, strike, labor dispute, boycott, governmental
restrictions, riot, insurrection, war, catastrophe, act of the public enemy or
any other condition over which Company has no control ("Force Majeure"))
restore in like manner any Improvement which may be damaged or destroyed
thereon (regardless of the amount or sufficiency of any insurance proceeds),
subject to the provisions of Section 1.07, and pay when due all claims for
labor performed and materials furnished therefor, subject to Company's right to
contest such claims as hereinafter set forth; (iii) maintain compliance with
all laws, ordinances, regulations, covenants, conditions and restrictions now
or hereafter affecting the Mortgaged Estate or any part thereof or requiring
any alterations or improvements, subject to Company's right to contest such
claims as hereinafter set forth; and not commit or permit any waste or
deterioration of the Mortgaged Estate subject to reasonable wear and tear,
casualty loss and acts of God; (iv) keep and maintain abutting grounds (if
owned by Mortgagor or Affiliate), sidewalks, roads, parking and landscape
areas in good and neat order and repair; and (v) take reasonable steps to
prevent the continuation of any material violation of any law, ordinance or
regulation upon the Mortgaged Estate of which Company has actual knowledge.
Company's obligations with respect to payment of claims for labor and materials
and compliance with certain laws, regulations and ordinances as set forth in
subparagraphs (ii) and (iii) above are subject to the right of Company, before
any delinquency occurs, to contest or object to the amount or validity of any
claim or obligation by appropriate legal proceedings diligently conducted in
good faith, without in any way relieving, modifying, or extending Company's
covenant to pay or perform any such claim or obligation at the time and in the
manner provided herein, provided, however, that (A) Company shall demonstrate
to Mortgagee's satisfaction that the legal proceedings shall not result in the
suspension of Company's operations at the Property and shall conclusively
operate to prevent the forfeiture or sale of the Mortgaged Estate, or any part
thereof, to satisfy such claim or obligation prior to final determination of
such proceedings and Company shall furnish a good and sufficient bond or surety
required by law or as reasonably requested by and satisfactory to Mortgagee so
as to prevent any lien rights created thereby from becoming a lien senior in
priority to the priority of this Mortgage; or (B) Company shall have provided a
good and sufficient undertaking as may be required or permitted by law to
accomplish a stay of such proceedings so as to prevent any lien

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rights created thereby from becoming a lien senior in priority to the priority
of this Mortgage.

Section 1.05. Required Insurance. Company shall cause to be
provided, maintained and kept at all times in force the types and amounts of
insurance relating to the Mortgaged Estate required by the Lease and the Loan
Agreement (which such provisions set forth in Section 9.9 thereof shall be
incorporated herein by reference) and the proceeds of any such insurance shall
be payable and applied in the manner provided in the Lease and the Loan
Agreement.

Section 1.06. Assignment of Policies Upon Foreclosure. In the event
of the foreclosure of this Mortgage, or other transfer of title to the
Mortgaged Estate by deed in lieu of foreclosure or other conveyance deed, the
purchaser of the Mortgaged Estate, or any part thereof, shall succeed to all of
Company's rights, including any rights to unexpired insurance and unearned or
returnable premiums, in and to all insurance policies required by the Lease and
the Loan Agreement (other than any liability policy, if applicable), subject to
limitations on assignment of blanket policies, and limited to such rights as
relate to the Mortgaged Estate or such part thereof and limited further by the
rights of Tenant under the Lease. If Mortgagee acquires title to the Mortgaged
Estate, or any part thereof, in any manner, it shall thereupon (as between
Company and Mortgagee) become the sole and absolute owner of the insurance
policies, and all proceeds payable thereunder with respect to the Mortgaged
Estate with the sole right to collect and retain all unearned or returnable
premiums thereon with respect to the Mortgaged Estate, or such part thereof, if
any, subject to the rights of Tenant under the Lease.

Section 1.07. Indemnification; Subrogation; Waiver of Offset.

(a) If Mortgagee is made a party defendant to any
litigation commenced by third parties concerning this Mortgage or the Mortgaged
Estate or any part thereof or interest therein, or the occupancy thereof by
Company, then Company shall indemnify, defend (with counsel chosen by Company
and reasonably acceptable to Mortgagee) and hold Mortgagee harmless from all
liability by reason of such litigation, including all reasonable attorneys'
fees and expenses incurred by Mortgagee in any such litigation, whether or not
any such litigation is prosecuted to judgment. If Company shall fail to defend
Mortgagee in any such action or proceeding, Mortgagee may employ an attorney or
attorneys to protect its rights hereunder, and in the event of such employment,
Company shall pay all reasonable attorneys' fees and expenses incurred by
Mortgagee. In any event Mortgagee may, at its option, participate in any such
action or proceeding at its sole cost and expense where Company meets its
obligations to Mortgagee hereunder.

(b) Company waives any and all right to claim or recover
against Mortgagee, its officers, employees, agents or

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<PAGE> 8
representatives, for loss of or damage to Company, the Mortgaged Estate,
Company's property or the property of others under Company's control from any
cause insured against or required to be insured against by the provisions of
this Mortgage to the extent so insured.

(c) All sums payable by Company hereunder shall be paid
without notice, demand, counterclaim, setoff, deduction or defense and without
abatement, suspension, deferment, diminution or reduction, and the Secured
Obligations of Company hereunder shall in no way be released, discharged or
otherwise affected by reason of: (i) any damage to or destruction of or any
condemnation or similar taking of the Mortgaged Estate or any part thereof;
(ii) any restriction or prevention of or interference with any use of the
Mortgaged Estate or any part thereof; (iii) any title defect or encumbrance or
any eviction from the Land or the Improvements or any part thereof by title
paramount or otherwise; (iv) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to Company or the Tenant, or any action taken with respect to this
Mortgage by any trustee or receiver of Company, the Tenant or by any court, in
any such proceeding; or (v) any other occurrence whatsoever, whether similar or
dissimilar to the foregoing; whether or not Company shall have notice or
knowledge of any of the foregoing. To the extent permitted by law, Company
waives all rights now or hereafter conferred by statute or otherwise to any
abatement, suspension, deferment, diminution or reduction of any Secured
Obligation.

Section 1.08. Taxes and Impositions.

(a) Subject to paragraphs (d) and (e) of this Section
1.08, Company agrees to pay or cause Tenant to pay, prior to delinquency, all
real property taxes and assessments, general and special, and all other taxes
and assessments of any kind or nature whatsoever, and other governmental and
nongovernmental changes of like nature, which are assessed or imposed upon the
Mortgaged Estate, or become due and payable, and which create, may create or
appear to create a lien upon the Mortgaged Estate, or any part thereof, or upon
any Personal Property, equipment or other facility used in the operation or
maintenance thereof (collectively, "Impositions"); provided, however, that if,
by law, any such Imposition which is not then delinquent is payable, or may at
the option of the taxpayer be paid, in installments, Company may pay the same
together with any accrued interest on the unpaid balance of such Imposition in
installments as the same become due and before any fine, penalty, interest or
cost may be added thereto for the nonpayment of any such installment and
interest.

(b) If at any time after the date hereof there shall be
assessed or imposed (i) a tax or assessment on the Mortgaged Estate in lieu of
or in addition to the Impositions payable by Company pursuant to subparagraph
(a) hereof, or (ii) a license fee or a tax or assessment imposed on Mortgagee
and measured by

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<PAGE> 9
or based in whole or in part upon the amount of the outstanding Secured
Obligations, then all such taxes, assessments or fees, to the extent assessed
or imposed on the basis described herein shall be deemed to be included within
the term "Impositions" as defined in subparagraph (a) hereof, and Company shall
pay and discharge the same as herein provided with respect to the payment of
Impositions, provided, however, Company shall have no liability for payment of
any taxes or assessments based upon the income or operations of Mortgagee. In
addition to the other remedies of Mortgagee under Article V of this Mortgage,
at the option of Mortgagee, all Secured Obligations, together with all accrued
interest thereon, shall become due and payable without premium 60 days after
Company receives written notice thereof in the event that Company shall not be
permitted to pay such fees, taxes or assessments on behalf of Mortgagee.

(c) Subject to the provisions of subparagraph (d) of this
Section 1.08, Company covenants to furnish Mortgagee within fifteen (15) days
after the earlier of (i) the last date when payable without interest or other
penalty of each Imposition and (ii) receipt thereof by Company, official
receipts of the appropriate taxing authority, or other proof satisfactory to
Mortgagee, evidencing the payment thereof.

(d) Subject to the applicable state law provisions, Company
shall have the right before any delinquency occurs to (i) contest or object to
the amount or validity of any Imposition, or (ii) defer the payment of any
Imposition, by appropriate legal proceedings diligently conducted in good
faith, but this shall not be deemed or construed in any way as relieving,
modifying, or extending Company's covenant to pay any such Imposition at the
time and in the manner provided in this Section 1.08, unless Company has given
prior written notice to Mortgagee of Company's intent to so contest or object
to an Imposition, and unless, at Mortgagee's sole option, (i) Company shall
demonstrate to Mortgagee's satisfaction that the legal proceedings shall not
result in the suspension of Company's operations at the Property nor shall the
priority of the lien hereof be impaired and shall conclusively operate to
prevent the sale of the Mortgaged Estate, or any part thereof, to satisfy such
proceedings and Company shall furnish a good and sufficient bond or surety as
requested by and satisfactory to Mortgagee; or (ii) Company shall have provided
a good and sufficient undertaking as may be required or permitted by law to
accomplish a stay of such proceedings and to prevent impairment of the lien
hereof. Company shall promptly pay any Imposition due at the conclusion of any
such proceeding.

(e) If Company fails to (i) pay in full all Impositions
in accordance with the provisions of this Section 1.08; or (ii) deposit with
Mortgagee sums sufficient to fully pay such Impositions before delinquency
thereof, Mortgagee may, at Mortgagee's election, but without any obligation so
to do, and without releasing Company from its obligation to do so, advance any
amounts required to make up the deficiency, which advances, if any,

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<PAGE> 10
shall be secured hereby and shall be repayable to Mortgagee as herein elsewhere
provided.

(f) Company shall not initiate and shall use its best
efforts to prevent Tenant or any other party from, initiating the joint
assessment of the real and personal property, or any other procedure whereby
the lien of the real property taxes and the lien of the personal property taxes
shall be assessed, levied or charged to the Mortgaged Estate as a single lien.

(g) If requested by Mortgagee, Company shall cause to be
furnished to Mortgagee, at Company's expense, a tax reporting service covering
the Mortgaged Estate of a type and duration and with a company satisfactory to
Mortgagee if available.

(h) The failure of Company to pay any taxes or
assessments assessed against the Mortgaged Estate, or any installment thereof,
or any premiums payable with respect to any insurance policy covering the
Mortgaged Estate, shall constitute waste for purposes of this Mortgage, but
shall not constitute waste for purposes of Section 11.1(f) of the Loan
Agreement. Company further hereby consents to the appointment of a receiver,
should Mortgagee elect to seek such relief hereunder.

Section 1.09. Utilities. Except to the extent actually paid by
Tenant pursuant to the Lease, Company shall pay before delinquent all utility
charges which are incurred for the benefit of the Mortgaged Estate or which may
become a charge or lien against the Mortgaged Estate for gas, electricity,
water or sewer or other utility services furnished to the Mortgaged Estate.

Section 1.10. Actions Affecting Mortgaged Estate. Company shall
appear in and contest any action or proceeding purporting to affect the title
of Company in the Mortgaged Estate or security hereof or the rights or powers
of Mortgagee; and Company shall pay all costs and expenses, including cost of
evidence of title and attorneys' fees and disbursements, in any such action or
proceeding in which Mortgagee may appear.

Section 1.11. Actions by Mortgagee to Preserve Mortgaged Estate.
Should Company or Tenant fail to make any payment or perform any acts as and in
the manner provided in this Mortgage or the Lease, Mortgagee, in its reasonable
judgment, without obligation to do so and without releasing Company from any of
the Secured Obligations and with or without the declaration of an Event of
Default (as hereinafter defined), may, upon reasonable notice to Company and to
Tenant (provided, however, no such notice shall be necessary in the event of an
emergency), make or do the same in such manner and to such extent as Mortgagee
may deem necessary to protect the security hereof. In connection therewith
(without limiting its general powers), Mortgagee shall have and is hereby given
the right, but not the obligation to: (i) make additions, alterations, repairs
and improvements to the Mortgaged Estate which it may consider necessary or
proper to keep the Mortgaged Estate in

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<PAGE> 11
good condition and repair; (ii) appear and participate in any action or
proceeding affecting or which may affect the security hereof or the rights or
powers of Mortgagee; (iii) pay, purchase, contest or compromise any Imposition,
encumbrance, claim, charge, lien or debt which in the judgment of Mortgagee may
affect or appears to affect the Mortgaged Estate or the security of this
Mortgage; (iv) pay such insurance premiums and charges as are necessary to keep
any insurance required under any of the Loan Documents in full force and
effect; (v) cure any default in the performance of Company's obligations under
the Lease; and (vi) in exercising such powers, pay necessary expenses,
including employment of counsel or other necessary or desirable consultants.
Company shall immediately upon demand therefor by Mortgagee pay all costs and
expenses incurred by Mortgagee in connection with the exercise by Mortgagee of
the foregoing rights, including without limitation costs of evidence of title,
court costs, appraisals, surveys and reasonable attorneys' fees and
disbursements and interest on the foregoing at the Overdue Rate (as defined in
the Note[s]).

Section 1.12. Survival of Warranties. Company shall fully and
faithfully satisfy and perform the Secured Obligations and will diligently
enforce the terms of the Lease and Lease Guaranty. All covenants of Company
contained herein or in any other Loan Document, shall remain continuing
covenants of Company during any time when any portion of the Secured
Obligations remain outstanding. All indemnities made by Company hereunder,
including, without limitation, the Hazardous Materials Indemnity, shall remain
continuing covenants of Company and shall survive payment or satisfaction of
the Secured Obligations.

Section 1.13. Eminent Domain. Should the Mortgaged Estate, or any
part thereof or interest therein, be taken or damaged by reason of any public
improvement or condemnation proceeding, or in any other manner
("Condemnation"), or should Company receive any notice or other information
regarding such proceeding, Company shall give immediate written notice thereof
to Mortgagee. Mortgagee may participate in any such Condemnation proceedings,
and Company shall, at Company's sole cost and expense, from time to time
deliver to Mortgagee all instruments requested by Mortgagee to permit such
participation. Company shall, at its expense, diligently prosecute any such
proceedings and shall consult with Mortgagee and its attorneys and experts, and
cooperate with them in the carrying on or defense of any such proceedings. At
any time while the Lease is in effect, any proceeds of Condemnation awards or
proceeds of sale in lieu of Condemnation shall be paid and applied as provided
in the Lease, and such proceeds until so applied shall remain subject to the
lien and security interest created by this Mortgage, provided, however, that
any such Condemnation proceeds paid to the Mortgagee pursuant to the Lease
shall be applied by Mortgagee to the prepayment of the Note[s] required
pursuant to Section 3.3 of the Loan Agreement. If the Lease is not in effect
the Condemnation proceeds shall be paid to the Mortagee and applied by Mortgagee
to the prepayment of the Notes[s] first to accrued and unpaid interest
thereon, second to Make-Whole Premium and then to unpaid principal.

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Subject to the rights of Tenant under the Lease, Company hereby
assigns and transfers to Mortgagee, and agrees, at Mortgagee's request, to
execute such further assignments of, all such proceeds, judgments, decrees and
awards as Mortgagee may request. At any time when an Event of Default exists
hereunder and is continuing, Mortgagee is hereby authorized, in the name of
Company, to execute and deliver valid acquittances for, and to appeal from, any
such judgment, decree or award. Mortgagee shall not be, in any event or
circumstance, liable or responsible for failure to collect or exercise
diligence in the collection of any proceeds, judgments, decrees or awards.

Section 1.14. Additional Security. In the event Mortgagee at any
time holds additional security for any of the Secured Obligations, it may, upon
the occurrence of an Event of Default enforce the sale thereof or otherwise
realize upon the same, at its option, either before, concurrently with or after
any sale is made hereunder.

Section 1.15. Successors and Assigns. This Mortgage applies to,
inures to the benefit of and binds all parties hereto, and their heirs,
legatees, devisees, administrators, executors, successors and assigns. The
covenants and agreements of Company contained herein shall apply to and be
binding upon any successor owner of the Mortgaged Estate or any part thereof,
except as otherwise expressly provided herein.

Section 1.16. Inspections. Subject to the terms of the Lease,
Mortgagee, or its agents, representatives or workmen, are authorized to enter
at any reasonable time, and upon three (3) days prior notice (provided,
however, no such notice shall be necessary in the event of an emergency), upon
or in any part of the Mortgaged Estate for the purpose of inspecting the same
and all books, records and documents of Company relating thereto, and for the
purpose of performing any of the acts it is authorized to perform under the
terms of any of the Loan Documents.

Section 1.17. Liens. Company shall pay and discharge or cause the
Tenant to pay and discharge within 30 days of receipt of notice of same, at its
sole cost and expense, all liens, encumbrances and charges upon the Mortgaged
Estate, or any part thereof or interest therein, from and after the date
hereof, other than Permitted Encumbrances and encumbrances permitted pursuant
to Section 6.09 hereof. Company and the Tenant shall have the right to contest
in good faith the validity of any such lien, encumbrance or charge, provided
Company or Tenant shall first record or deposit with Mortgagee a bond or other
security required by law or satisfactory to Mortgagee in such amounts as
Mortgagee shall require but not more than _____% of the amount of the claim
plus costs (including reasonable attorneys' fees and disbursements) and
interest, or, provide Mortgagee with an endorsement to the Title Policy (as
defined in the Loan Agreement) insuring Mortgagee either that the lien and
security interests created pursuant to this Mortgage are, and shall continue to
be, first and prior to any such

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lien, encumbrance or charge, or against any loss incurred or which may be
incurred if such lien and security interests are not first and prior to any
such lien, encumbrance or charge. If Company shall fail so to discharge or
contest any such lien, encumbrance or charge, then, in addition to any other
right or remedy of Mortgagee, Mortgagee may, but shall not be obligated to,
discharge the same, either, by paying the amount claimed to be due, or by
procuring the discharge of such lien, either, by depositing in court a bond in
the amount claimed or otherwise giving security for such claim, or in such
manner as is or may be prescribed by law. Any cost incurred by Mortgagee in
connection with any such payment or discharge, together with interest thereon
at the Overdue Rate as defined in the Note[s], shall be secured hereby and
shall be immediately due and payable upon demand.

Section 1.18. Restrictions Affecting Title. Company shall perform
before delinquent all obligations required to be performed by Company by the
provisions of any agreement affecting title to the Mortgaged Estate, and shall
diligently enforce all terms and provisions of the Lease relating to similar
obligations of the Tenant.

Section 1.19. Further Assurances. Company shall take all action
and do all things which it is authorized by law to take and do, and cooperate
with Mortgagee, as Mortgagee deems necessary or desirable, to insure the
release of all encumbrances against the Mortgaged Estate, except Permitted
Encumbrances.

So long as any Secured Obligation shall remain unpaid, Company shall
execute, acknowledge, where appropriate, and deliver from time to time promptly
at the request of Mortgagee all such instruments and documents as in the
reasonable opinion of Mortgagee are necessary or desirable to (i) preserve the
first priority lien created by this Mortgage, subject to the Permitted
Encumbrances and (ii) protect and preserve Mortgagee's rights under the Loan
Documents.

Section 1.20. Performance of Covenants. Company shall faithfully
perform at all times any and all covenants, undertakings, stipulations and
provisions contained in the Loan Documents and in all of the proceedings
pertaining to this Mortgage.

Section 1.21. No Default Under Lease. To Company's knowledge, no
default currently exists under the Lease. Company shall notify Mortgagee
promptly in writing of any default by any party in the performance or
observance of any covenants, undertakings, stipulations or provisions contained
in the Lease, of which Company becomes aware, and will provide Mortgagee with
copies of any notice of default under the Lease received or given by Company.

Section 1.22. Rules, Regulations, Environmental Laws. Company
represents, warrants and covenants that:

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(i) the location, construction, occupancy, operation and use
of the Mortgaged Estate do and will not violate in any material manner any
applicable law, statute, ordinance, rule, regulation, order or determination of
any governmental authority or any board of fire underwriters (or other body
exercising similar functions), or any restrictive covenant or deed restriction
(recorded or otherwise) affecting the Mortgaged Estate, including, without
limitation, all applicable zoning ordinances and building codes, flood disaster
laws and health laws and regulations, other than environmental laws which are
the subject of the Hazardous Materials Indemnity Agreement hereinafter referred
to (collectively, "Applicable Regulations"), the violation of which (either
individually or in the aggregate) would have a Material Adverse Effect (as
defined in Section 6.14);

(ii) the Mortgaged Estate is not the subject of any existing,
pending and served or, to the Company's actual knowledge, threatened
investigation or inquiry by any governmental authority or to any remedial
obligations under any Applicable Regulations;

(iii) the Company has obtained all permits, licenses or
similar authorizations to construct, occupy, operate or use any buildings,
improvements, fixtures and equipment forming a part of the Mortgaged Estate
required by all Applicable Regulations;

(iv) to Company's knowledge, the Improvements do not contain
asbestos, ureaformaldehyde foam insulation or any other chemical, material or
substance exposure to which may or could pose a health hazard, whether or not
the substance is prohibited, limited or regulated by any governmental
authority;

(v) the use which Company makes or intends to make of the
Mortgaged Estate will not result in the manufacturing, treatment, refining,
transportation, generation, storage, disposal or other release or presence of
any petroleum or petroleum byproducts, any hazardous material or solid waste
on or to the Mortgaged Estate in a manner which violates Applicable
Regulations. As used in this Mortgage, the terms "hazardous material" and
"release" shall have the meanings specified in Section 2 of the Loan Agreement;
provided that, to the extent that the laws of the state where the Mortgaged
Estate is located establish a meaning for "hazardous material" or "release,"
which is broader than that specified in the Loan Agreement, such broader
meaning shall apply;

(vi) Company agrees to notify Mortgagee promptly of any
violation or alleged violation of any Applicable Regulations of which Company
becomes aware;

(vii) Company agrees to indemnify and hold harmless Mortgagee
in the manner provided in the Hazardous Materials Indemnity Agreement
("Hazardous Materials Indemnity Agreement") in the form attached hereto as
Exhibit E and made a part hereof; and

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<PAGE> 15
(viii) Company has provided a Phase I environmental
assessment to Mortgagee in connection with the Property. At any time while an
Event of Default has occurred and is continuing, or at any time Mortgagee
reasonably believes the Property may be subject to some environmental risk or
problem, Company shall, upon request by Mortgagee, cause one or more
supplemental environmental assessments to be performed at Company's expense and
if Company fails to cause such audit or audits to be performed promptly upon
request by Mortgagee, then Mortgagee may, but shall not be obligated to, cause
such audit or audits to be performed and the cost thereof shall become a part
of the Secured Obligations.

Section 1.23. Organization; Due Authorization. Company is a limited
partnership duly organized and validly existing under the Laws of the State of
_________ and has the full power, authority and legal right to carry on the
business conducted by it and to engage in the transactions contemplated by the
Loan Documents to which it is a party. The execution and delivery of the Loan
Documents to which it is a party and the performance and observance of the
provisions thereof have all been authorized by all necessary actions of
Company. The general partner of the Company is a corporation, duly organized,
validly existing and in good standing under the Laws of the State of _________
and has the full power, authority and legal right to carry on its business and
act on behalf of Company. The principal place of business and chief executive
office of the Company is located in the State of _________ .

Section 1.24. Liabilities; Compliance with Other Instruments.
Company has no liabilities except those hereunder, those incurred in connection
with the acquisition of the Property and the construction and development and
leasing of the Improvements and those otherwise contemplated or permitted by
this Mortgage and the other Loan Documents to which it is a party, none of
which are delinquent. Company is not in default (i) in the payment of any
taxes levied or assessed against it or its assets, (ii) under any applicable
statute, rule, order or regulation of any governmental authority, (iii) under
any provision of this Mortgage or any of the other Loan Documents to which it
is a party or (iv) under any other agreement to which it is a party or by which
it or any of its properties are bound, which default under this clause (iv)
(either individually or in the aggregate) would have a Material Adverse Effect
(as defined in Section 6.14).

Neither the execution and delivery of this Mortgage or any of the
other Loan Documents to which Company is a party, nor the consummation of the
transactions herein or therein contemplated nor compliance with the terms and
provisions hereof or thereof, conflicts with or results or will result in a
breach of any of the terms, conditions or provisions of the partnership
agreement of Company, any law, order, rule, regulation, writ, injunction or
decree of any court or governmental authority, or any agreement or instrument
to which Company is a party or by which it or any of its properties are bound,
or constitutes or will constitute a default

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<PAGE> 16
thereunder, or results or will result in the creation or imposition of any lien
of any nature whatsoever upon any of its property or assets pursuant to the
terms of any such agreement or instrument except the liens created or permitted
by the Loan Documents to which it is a party.

Section 1.25. Enforceability. This Mortgage and each of the other
Loan Documents to which Company is a party have been duly executed and
delivered by Company and constitute valid and binding obligations of Company
enforceable in accordance with their respective terms.

Section 1.26. Pending Proceedings. There are no proceedings
pending, served or, to the actual knowledge of Company threatened against or
affecting Company in any court or before any governmental authority or
arbitration board or tribunal and if any such proceedings are subsequently
initiated or threatened then Company will promptly provide written
notice to Mortgagee. To the best of its knowledge, Company is not in default
with respect to any order of any court or governmental authority or arbitration
board or tribunal.

Section 1.27. Transfer of Interests in Company or Mortgaged Estate.
Except as provided in the Loan Agreement or Section 6.09 hereof, Company shall
not, by operation of law or otherwise, sell, convey, alienate, transfer,
mortgage, encumber or assign ownership or control of all or any part of the
Mortgaged Estate or any interest, direct or indirect, therein or in Company or
permit any of the foregoing to occur.

ARTICLE II

MORTGAGEE'S POWERS

At any time, or from time to time, without liability therefor,
Mortgagee, without affecting the personal liability, if any, of any person for
payment of the Secured Obligations or the effect of this Mortgage upon the
remainder of the Mortgaged Estate, may from time to time without notice (i)
release any part of the Mortgaged Estate, (ii) consent in writing to the making
of any map or plat thereof, (iii) join in granting any easement thereon, (iv)
grant other indulgences, (v) take or release any other or additional security
for any obligation herein mentioned, (vi) make compositions or other
arrangements with debtors in relation thereto, or (vii) advance additional
funds to protect the security hereof and pay or discharge the Secured
Obligations of Company hereunder, and all amounts so advanced shall bear
interest at the Overdue Rate defined in the Note[s] and, together with such
interest, shall be secured hereby and shall be due and payable upon demand by
Mortgagee.

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ARTICLE III

ASSIGNMENT OF RENTS, ISSUES AND PROFITS

Section 3.01. Assignment of Rents. Subject to Section 6.15(b),
Company hereby conveys, transfers and assigns to Mortgagee all rights,
interests and privileges which Company, as Landlord, has and may have in the
Lease, and all other agreements in the nature of leases, subleases, rental
contracts, licenses, permits, franchises, concessions and other agreements
relating to the use or occupancy of all or any part of the Mortgaged Estate
whether now existing or hereafter arising as the Lease or such other agreements
may have been or may from time-to-time be hereafter modified, extended and
renewed, together with all rents, receipts, revenue, income, issues, royalties,
profits and other benefits due or becoming due thereunder (collectively,
"Rents"). If an Event of Default occurs, Mortgagee may, whether or not
Mortgagee takes possession of the Mortgaged Estate, receive and collect or
enforce the payment of the Rents personally or through a receiver at any time
during the term hereof and during the pendency of any foreclosure proceedings
and during any redemption period, and Company shall consent to a receiver or
receivers if such are believed necessary or desirable by Mortgagee to enforce
its rights under this Section 3.01. Company hereby appoints Mortgagee as its
true and lawful attorney-in-fact (which appointment shall be deemed coupled
with an interest and to be irrevocable) to collect the Rents subject to the
terms of the Loan Agreement, to demand, receive and enforce payment, to give
receipts, releases and satisfaction, and to sue, in the name of the Company or
Mortgagee, for all Rents. In addition to and not in limitation of Mortgagee's
right to collect and receive the Rents as provided above and notwithstanding
anything to the contrary contained in this Section 3.01 or elsewhere in this
Mortgage, pursuant to the terms of the Consent and Agreement dated _________,
19__ executed and delivered by the Tenant, Guarantor, Company, Mortgagee and
Trustee (as hereinafter defined) contemporaneously herewith, all Annual Rental
and certain of the Additional Rent (as defined in the Lease) and all other
amounts payable by Tenant pursuant to the Lease are to be paid by Tenant
directly to Trustee.

Company, upon the occurrence of an Event of Default, hereby further
authorizes Mortgagee, at its option, to (i) enter upon and, subject to the
Lease, take possession of the Mortgaged Estate and to manage and operate the
same; (ii) enforce the payment of all or any Rents without entering and taking
possession of the Mortgaged Estate; (iii) bring or defend any suits in
connection with the possession of the Mortgaged Estate, subject to the Lease,in
its own name or Company's name; and (iv) make repairs as Mortgagee deems
appropriate and performs such other acts in connection with the management and
operation of the Mortgaged Estate as Mortgagee, in its discretion, may deem
proper. Without limiting the foregoing, upon the occurrence of a default of
any payment obligation under the Lease and Lease Guaranty, Company hereby
further authorizes Mortgagee, at its option, to

17
<PAGE> 18
(i) let or relet the Mortgaged Estate or any part thereof; (ii) cancel
or modify the Lease; (iii) evict Tenant or any other tenant of any portion of
the Mortgaged Estate, and apply the Rents after payment of all necessary
charges and expenses, on account of the indebtedness and other sums secured
hereby as Mortgagee may determine in its sole discretion, any statute, law,
custom or use to the contrary notwithstanding. Such assignment and grant shall
continue in effect until the Secured Obligations are paid, the execution of
this Mortgage consisting and evidencing the irrevocable consent of Company to
the entry upon and taking possession of the Mortgaged Estate by Mortgagee
pursuant to such grant, whether or not foreclosure has been instituted.
Neither the exercise of any rights under this Section by Mortgagee nor the
application of any Rents to the Secured Obligations and other sums secured
hereby, shall cure or waive any Event of Default or notice of Event of Default
hereunder or invalidate any act done pursuant hereto or to any such remedies.

Company has also executed a separate Assignment of Leases and Rents of
even date herewith which is hereby incorporated by this reference. In the
event of any inconsistency between such Assignment of Leases and Rents and the
provisions herein, Mortgagee may elect in its sole discretion to proceed under
this Mortgage or the Assignment of Leases and Rents or both.

ARTICLE IV

SECURITY AGREEMENT

Section 4.01. Creation of Security Interest. With respect to each
portion of the Mortgaged Estate which constitutes personal property, fixtures
or other property governed by the Uniform Commercial Code of the state where
the Mortgaged Estate is located ("UCC"), this Mortgage shall constitute a
security agreement between Company, as the debtor and Mortgagee as the secured
party, and, to further secure the payment and performance of the Secured
Obligations, Company hereby grants to Mortgagee a security interest in each
such portion of the Mortgaged Estate as to which the provisions of this Article
IV shall apply. Cumulative of all other rights of Mortgagee hereunder,
Mortgagee shall have all of the rights conferred upon secured parties by the
UCC. Company will execute and deliver to Mortgagee all financing statements
that may from time to time be required by Mortgagee to establish and maintain
the validity and priority of the security interest of Mortgagee, or any
modification thereof, and all costs and expenses of any searches required by
Mortgagee shall be borne solely by Company. Upon an Event of Default,
Mortgagee may exercise any or all of the remedies of a secured party available
to it under the UCC with respect to such portion of the Mortgaged Estate, and
if upon an Event of Default Mortgagee should proceed to dispose of such
property in accordance with the provisions of the

18
<PAGE> 19
UCC, 10 days' notice by Mortgagee to Company shall be deemed to be reasonable
notice under any provision of the UCC requiring such notice; provided, however,
that Mortgagee may at its option dispose of such property in accordance with
Mortgagee's rights and remedies with respect to the real property pursuant to
the provisions of this Mortgage, in lieu of proceeding under the UCC.

Company shall give advance notice in writing to Mortgagee of any
proposed change in Company's name, identity, or business form or structure and
will execute and deliver to Mortgagee, prior to or concurrently with the
occurrence of any such change, all additional financing statements that
Mortgagee may require to establish and maintain the validity and priority of
Mortgagee's security interest with respect to any of the Mortgaged Estate
described or referred to herein.

Some of the items of the Mortgaged Estate described herein are goods
that are or are to become fixtures related to the Mortgaged Estate, and it is
intended that as to those goods, to the extent company has an interest therein,
this Mortgage shall be effective as a financing statement filed as a fixture
filing from the date of its filing for record with the _____________ of the
County of __________, _________. Information concerning the security interest
created by this instrument may be obtained from Mortgagee, as secured party, at
the address of Mortgagee stated in Section 6.05. The mailing address of
Company, as debtor, is as stated in Section 6.05.

Company hereby irrevocably appoints Mortgagee, and its successors and
assigns so long as the Secured Obligations remain outstanding, as Company's
attorney-in-fact, deemed coupled with an interest and irrevocable, with full
power and authority to execute, file and record any and all documents necessary
to evidence, perfect and continue the lien and security interest of this
Mortgage as a security agreement.

Section 4.02. Warranties, Representations and Covenants of Company.
Company hereby warrants, represents and covenants, with respect to the
Mortgaged Estate, as follows:

(a) except for the lien and security interest granted hereby
and except as provided in Sections 1.08 and 1.17, Company is, and as to any of
the Mortgaged Estate to be acquired after the date hereof will be, the sole
owner of the Mortgaged Estate, free from any adverse lien, security interest,
encumbrance or adverse claims thereon of any kind whatsoever except for
Permitted Encumbrances. Company will notify Mortgagee of, and will defend the
Mortgaged Estate against, all prohibited claims and demands of all persons at
any time claiming the same or any interest therein;

(b) Except as provided in the Lease and Section 6.09 of this
Mortgage, Company will not lease, sell, convey or in any manner, transfer any
item or portion of the Mortgaged Estate

<PAGE> 20
(except an immaterial part of the Personal Property, transferred in the
ordinary course of business and concurrently replaced by Personal Property of a
similar nature and having at least the same value as the Personal Property
replaced) without the prior written consent of Mortgagee;

(c) the portion of the Mortgaged Estate to which this Article
IV applies is not used or bought for personal, family or household purposes;
and

(d) the portion of the Mortgaged Estate to which this Article
IV applies will be kept on or at the Property and Company will not remove such
portion of the Mortgaged Estate from the Property without the prior written
consent of Mortgagee, except such portions or items of Mortgaged Estate which
are consumed or worn out in ordinary usage, or pursuant to clause (b) above.

ARTICLE V

EVENTS OF DEFAULT
AND REMEDIES UPON DEFAULT

Section 5.01. Events of Default. The term "Event of Default," as
used in this Mortgage, shall mean the occurrence or happening, at any time and
from time to time, of any one or more of the following events:

(i) the occurrence of an Event of Default under the Loan
Agreement; or

(ii) a failure of the Company to timely and properly observe,
keep or perform any term, covenant, condition, agreement or obligation required
to be observed, kept or performed herein (other than any such failure which
constitutes an Event of Default under clause (i) of this Section 5.01), which
failure has not been cured within thirty days after notice to the Company of
such failure.

Section 5.02. Acceleration Upon Event of Default; Additional
Remedies. Upon the occurrence of an Event of Default, Mortgagee may declare
all Secured Obligations to be due and payable, and the same shall thereupon
become due and payable without any presentment, demand, protest or notice of
any kind except as otherwise provided herein or in the other Loan Documents,
and Company hereby waives notice of intent to accelerate the Secured
Obligations. Thereafter, Mortgagee may:

(i) Either in person or by agent, with or without bringing
any action or proceeding, or by a receiver appointed by a court, and without
regard to the adequacy of its security, enter upon and take possession of the
Mortgaged Estate or any part thereof, do all acts which it deems necessary or
desirable to preserve the value, marketability or rentability of the Mortgaged

<PAGE> 21
Estate, or any or all parts thereof or interest therein, increase the income
therefrom or protect the security hereof and, with or without taking possession
of the Mortgaged Estate, take any action described in Article II, III or IV,
sue for or otherwise collect the Rents, including those past due and unpaid,
and apply the same, less costs and expenses of operation and collection
including reasonable attorneys' fees and disbursements, upon any Secured
Obligations in accordance with the terms of the Loan Documents. The taking
possession of the Mortgaged Estate, the taking of any action described in
Article II, III or IV, the collection of such Rents and the application thereof
as aforesaid, shall not cure or waive any default hereunder or notice of
default or invalidate any act done in response to such default or pursuant to
such notice of default and, notwithstanding the continuance in possession of
the Mortgaged Estate or the collection, receipt and application of Rents,
Mortgagee shall be entitled to exercise every right provided for in any of the
Loan Documents or by law upon occurrence of any Event of Default, including the
right to foreclose this Mortgage. Company acknowledges that it has been
advised that Mortgagee considers that the value of the security granted hereby
is inextricably intertwined with the effectiveness of the management,
maintenance and general operation of the Mortgaged Estate and that Mortgagee
would not make the loan secured hereby unless it could be assured that it would
have the right upon the occurrence of an Event of Default to take possession of
the Mortgaged Estate and manage or control management thereof and enjoy the
Rents therefrom and hereby consents to the appointment of a receiver for the
Mortgaged Estate upon the occurrence of an Event of Default. The rights hereby
conferred upon Mortgagee have been agreed upon prior to the occurrence of an
Event of Default, and the exercise by Mortgagee of these rights shall not be
deemed to put Mortgagee in the status of a "mortgagee in possession."
Mortgagee acknowledges that this provision is material to this transaction and
that Mortgagee would not make the loan secured hereby but for this Section
5.02(i);

(ii) Commence an action to foreclose this Mortgage, appoint a
receiver, specifically enforce any of the covenants hereof;

(iii) Exercise any or all of the remedies available to a
secured party under the UCC, including but not limited to:

1. Either personally or by means of a court
appointed receiver, commissioner or other officer, take possession of all or
any of the Personal Property and exclude therefrom Company and all others
claiming under Company, and thereafter hold, store, use, operate, manage,
maintain and control, make repairs, replacements, alterations, additions and
improvements to and exercise all rights and powers of Company in respect of the
Personal Property or any part thereof. In the event Mortgagee demands or
attempts to take possession of the Personal Property in the exercise of any
rights under any of the Loan Documents, Company

<PAGE> 22
shall promptly turn over and deliver complete possession thereof to Mortgagee;

2. Without notice to or demand upon Company, make
such payments and do such acts as Mortgagee may deem necessary to protect its
security interest in the Personal Property, including, without limitation,
paying, purchasing, contesting or compromising any encumbrance, charge or lien
which is prior to or superior to the security interest granted hereunder and,
in exercising any such powers or authority, to pay all expenses incurred in
connection therewith;

3. Require Company to assemble the Personal Property
or any portion thereof, at a place designated by Mortgagee and reasonably
convenient to both parties, and promptly to deliver the Personal Property to
Mortgagee, or an agent or representative designated by it. Mortgagee, and its
agents and representatives, shall have the right to enter upon any or all of
Company's premises and property to exercise Mortgagee's rights hereunder;

4. Sell, lease or otherwise dispose of the Personal
Property at public sale, with or without having the Personal Property at the
place of sale, and upon such terms and in such manner as Mortgagee may
determine. Mortgagee may be a purchaser at any such sale; and

5. Unless the Personal Property is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, Mortgagee shall give Company at least 10 days' prior written
notice of the time and place of any public sale of the Personal Property or
other intended disposition thereof. Such notice may be mailed to Company at
the address set forth in Section 6.05 and shall be deemed to be given in
accordance with the terms of such Section.

Section 5.03. Foreclosure.

(a) If an Event of Default shall have occurred, Mortgagee may
commence foreclosure proceedings against the Mortgaged Estate, as an entirety
(including each of the Personal Property, the Improvements and the Intangibles)
or otherwise as Mortgagee may determine, through judicial proceedings, in
accordance with the laws of the state where the Mortgaged Estate is located, in
a single parcel or in several parcels at the option of Mortgagee. Any person,
including, without limitation, Company or Mortgagee, may purchase at such
foreclosure sale.

(b) As may be permitted by law, Mortgagee shall apply the
proceeds of sale (i) first, to payment of all costs, fees and expenses,
including reasonable attorneys' fees and expenses, incurred by Mortgagee in
foreclosing this Mortgage, (ii) second, to the payment of the whole amount then
due, owing and unpaid upon the Note[s] [pari passu] for interest (including any
interest on overdue principal) due on the date such funds are received,

<PAGE> 23
Make-Whole Premium, if any, and principal; and in case such proceeds shall be
insufficient to pay in full the whole amount so due, owing or unpaid, then with
application on the Note[s] to be made [pari passu] first, to the unpaid
interest thereon, second, to the unpaid principal thereof, and third, to
Make-Whole Premium, if any; (iii) third, to the payment of all other sums then
due, owing and unpaid by the Company hereunder; and (iv) fourth, to the payment
of the surplus, if any, to or upon the order of Company, its successors and
assigns.

Section 5.04. Appointment of Receiver. If an Event of Default shall
have occurred, Mortgagee, as a matter of right and without notice to Company or
anyone claiming under Company, and without regard to the then value of the
Mortgaged Estate or the interest of Company therein, shall have the right to
apply to any court having jurisdiction to appoint a receiver or receivers of
the Mortgaged Estate, and Company hereby irrevocably consents to such
appointment ex-parte and waives notice of any application therefor. Any such
receiver or receivers shall have all the usual powers and duties of receivers
in like or similar cases and all powers and duties of Mortgagee in case of
entry as provided in Section 5.02(i) and shall continue as such and exercise
all such powers until the expiration of the redemption period unless such
receivership is sooner terminated.

Section 5.05. Remedies Not Exclusive. Mortgagee shall be entitled to
enforce payment and performance of any Secured Obligations and to exercise all
rights and powers under this Mortgage or under any other Loan Document or other
agreement or any laws now or hereafter in force, notwithstanding that some or
all of the Secured Obligations may now or hereafter be otherwise secured,
whether by mortgage, deed of trust, pledge, lien, assignment or otherwise.
Neither the acceptance of this Mortgage nor its enforcement, whether by court
action or other powers herein contained, shall prejudice or in any manner
affect Mortgagee's right to realize upon or enforce any other Security now or
hereafter held by Mortgagee, it being agreed that Mortgagee shall be entitled
to enforce this Mortgage and any other Security now or hereafter held by
Mortgagee in such order and manner as it may in its absolute discretion
determine. No remedy herein conferred upon or reserved to Mortgagee is
intended to be exclusive of any other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. Every power or remedy
given by any of the Loan Documents to Mortgagee, or to which Mortgagee may be
otherwise entitled, may be exercised, concurrently or independently, from time
to time and as often as may be deemed expedient by Mortgagee. Mortgagee may
pursue inconsistent remedies.

The acceptance by Mortgagee of any sum after the same is due shall not
constitute a waiver of the right either to require prompt payment, when due, of
all other sums hereby secured or to

<PAGE> 24
declare a default as herein provided. The acceptance by Mortgagee of any sum
in an amount less than the sum then due shall be deemed an acceptance on
account only and upon condition that it shall not constitute a waiver of the
obligation of Company to pay the entire sum then due, and failure of Company to
pay such entire sum then due shall be and continue to be an Event of Default
notwithstanding such acceptance of such amount on account, as aforesaid.
Mortgagee shall be, at all times thereafter and until the entire sum then due
shall have been paid, and notwithstanding the acceptance by Mortgagee
thereafter of further sums, on account, or otherwise, entitled to exercise all
rights in this Mortgage conferred upon it, and the right to proceed with a sale
under any notice of default, or an election to sell, or the right to exercise
any other rights or remedies hereunder, shall in no way be impaired, whether
any of such amounts are received prior or subsequent to such proceeding,
election or exercise. Consent by Mortgagee to any action or inaction of
Company which is subject to consent or approval of Mortgagee hereunder shall
not be deemed a waiver of the right to require such consent or approval to
future or successive actions or inactions.

ARTICLE VI

MISCELLANEOUS

Section 6.01. Governing Law. This Mortgage shall be governed by the
laws of the State of _________ . In the event that any provision or clause of
this Mortgage conflicts with applicable laws, such conflicts shall not affect
other provisions of this Mortgage which can be given effect without the
conflicting provision, and to this end the provisions of this Mortgage are
declared to be severable. This Mortgage cannot be waived, changed, discharged
or terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of any waiver, change, discharge or termination is
sought.

Section 6.02. Waiver of Rights. To the extent permitted by law,
Company waives the benefit of all laws now existing or that hereafter may be
enacted (i) providing for any appraisement before sale of any portion of the
Mortgaged Estate, or (ii) in any way extending the time for the enforcement of
the collection of the Secured Obligations or creating or extending a period of
redemption from any sale made in collecting the Secured Obligations. To the
full extent Company may do so, Company agrees that Company will not at any time
insist upon, plead, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appraisement, valuation, stay, extension,
redemption or homestead exemption, and Company, for Company, Company's
representatives, successors and assigns, and for any and all persons ever
claiming any interest in the Mortgaged Estate, to the extent permitted by law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, homestead exemption, notice of election to mature or declare
due the whole of the Secured Obligations and marshalling in the event of
foreclosure of

<PAGE> 25
the liens hereby created. If any law referred to in this Section and now in
force, of which Company, Company's heirs, devisees, representatives, successors
and assigns or other person might take advantage despite this Section, shall
hereafter be repealed or cease to be in force, such law shall not thereafter be
deemed to preclude the application of this Section. Company expressly waives
and relinquishes any and all rights, remedies and defenses that Company may
have or be able to assert by reason of the laws of the state identified in
Section 6.01 pertaining to the rights, remedies and defenses of sureties.

Section 6.03. Limitation of Liability. Except as otherwise expressly
provided, all agreements between Company and Mortgagee, whether now existing or
hereafter arising and whether written or oral, are expressly limited by the
provisions of Section 11 of the Loan Agreement.

Section 6.04. Statements by Company. Company, within 10 business
days after receiving written notice, will furnish, or cause to be furnished,
to Mortgagee (or any person designated by Mortgagee) a written statement
stating the unpaid principal of and interest on the Note[s] and any other
amounts secured by this Mortgage, stating that no offset or defense exists
against such amounts (or if an offset or defense is alleged, so stating), that
this Mortgage and the other Loan Documents to which Company is a party has not
been amended or modified, that no default on the part of Mortgagee exists or,
if so, stating the same and the date the Company made its last payment.
Company will submit (i) annual and quarterly income and expense statements on
the Mortgaged Estate, certified as true, correct and complete by the general
partner of the Company and (ii) upon request by Mortgagee, such other reports
and statements which are prepared by Company and its representatives and agents
in the ordinary course of business.

Section 6.05. Notices. Unless otherwise required by law, whenever
Mortgagee or Company shall desire to give or serve any notice, demand, request
or other communication with respect to this Mortgage, each such notice, demand,
request or other communication shall be in writing, and shall be addressed as
follows:

If to Company:
---------------------------------------------------

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

---------------------------------------------------
Attention:
----------------------------------------

with a copy to:
---------------------------------------------------

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

<PAGE> 26
If to Mortgagee:
---------------------------------------------------

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

---------------------------------------------------
Attention:
----------------------------------------

and to:

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

---------------------------------------------------
Attention:
----------------------------------------

or to such other address as either party may designate in writing. All notices
hereunder shall be effective: (a) three (3) days after deposit in the U.S.
Mail, postage prepaid, registered or certified mail, return receipt requested,
(b) upon delivery, if delivered in person to the address set forth above; or
(c) upon delivery, if sent by overnight courier such as Federal Express; except
that notices of change of address shall be effective ten (10) days after the
effective date of all other notices hereunder.

Section 6.06. Captions. The captions or headings at the beginning of
each Section hereof are for the convenience of the parties and are not a part
of this Mortgage.

Section 6.07. Invalidity of Certain Provisions; Conflicting
Provisions. If the lien of this Mortgage is invalid or unenforceable as to
any part of the Secured Obligations, or if the lien is invalid or unenforceable
as to any part of the Mortgaged Estate, the unsecured or partially secured
portion of the Secured Obligations shall be completely paid prior to the
payment of the remaining and secured portion of the Secured Obligations, and
all payments made on the Secured Obligations, whether voluntary or under
foreclosure or other enforcement action or procedure, shall be considered to
have been first paid on and applied to the full payment of that portion of the
Secured Obligations which is not secured or not fully secured by the lien of
this Mortgage.

Section 6.08. Subrogation. To the extent that proceeds of the loan
evidenced by the Note[s] or advances under this Mortgage are used to pay any
outstanding lien, charge or prior encumbrance against the Mortgaged Estate,
such proceeds or advances shall be deemed to have been advanced by Mortgagee at
Company's request, and Mortgagee shall be subrogated to any and all rights and
liens held by any owner or holder of such outstanding liens, charges and prior
encumbrances, irrespective of whether said liens, charges or encumbrances are
released of record.

Section 6.09. Transfer or Further Encumbrance of the Property.
Company may not grant or suffer to exist any further encumbrance, lien or
charge on the Mortgaged Estate (whether subordinate, prior to or on a parity
with the lien of this Mortgage) or any encumbrance, lien or charge on Company's
interest in the Mortgaged Estate or the Rents except as provided in Sections

<PAGE> 27
1.08 and l.17 and except with the prior written consent of Mortgagee, which
consent may be withheld in the sole and absolute discretion of Mortgagee. Any
direct or indirect sale or other transfer of a ___% or more interest in Company
or the General Partner of Company (or the admission of an additional or
substitute general partner in the Company), whether any such sale or
transfer shall occur as the result of any single transaction or event or any
series of transactions or events, including by operation of law, shall be a
transfer for purposes of this Section 6.09; provided, however, the General
Partner or the then existing shareholders of the General Partner may acquire
the interest of any shareholder of the General Partner or limited partner of
Company who dies, becomes incompetent or becomes bankrupt or insolvent. In
addition, any direct or indirect sale or other transfer, including by merger,
reorganization or otherwise, of all or a substantial part of the assets of
Company to another person or entity shall constitute a transfer for purposes of
this Section 6.09. The prohibition hereof shall also be applicable to any
direct or indirect sales or transfers of the assets of the General Partner of
Company to the same extent as if such General Partner were the Company
hereunder. Notwithstanding anything to the contrary herein or in the Loan
Agreement or other Loan Documents, Company may transfer and convey the
Mortgaged Estate, or any portion thereof, to any person or entity without
causing the acceleration of the Secured Obligations, provided that no default
hereunder has occurred and is continuing and provided further that all of the
following conditions precedent shall have been satisfied (except that a
transfer to Tenant or Kmart pursuant to the Option Agreement or Second Mortgage
shall only require the satisfaction of the conditions set forth in subsection
(c) below):

(a) Company shall provide written notice to Mortgagee of any
intended transfer not less than fifteen (15) days prior to the intended date of
transfer and such notice shall identify the name and address of the intended
transferee and the intended transfer date.

(b) Subject to (c) below, the transferee shall execute and
deliver to Mortgagee the transferee's written acknowledgment (which
shall be in form and substance acceptable to Mortgagee) that such transferee (i)
takes the Mortgaged Estate subject to the lien (and subordinate to the lien, if
applicable) and the terms and conditions of this Mortgage and the other Loan
Documents, and (ii) assumes and agrees to comply with all terms, covenants and
conditions set forth in the Loan Agreement and the other Loan Documents to
which Company is a party, including, without limitation, the covenants set
forth in Section 9 of the Loan Agreement.

(c) In the event the transferee is the Kmart Corporation, a
Michigan corporation, or a subsidiary or other affiliate of the Kmart
Corporation, and as a result of the intended transfer the Lease is terminated
by operation of law or otherwise, such transfer shall be prohibited unless
Kmart Corporation shall

<PAGE> 28
assume and agree to perform in accordance with their terms all of the
obligations of Company under and pursuant to the Loan Agreement, the Note[s],
this Mortgage and all other Loan Documents, such assumption to be in writing in
form and substance acceptable to Mortgagee, eliminating the limitation of
liability provided in Section 6.03 of this Mortgage, as well as any other such
limitation of liability provided in Section 10 of the Note[s], Section 11 of
the Loan Agreement or as provided in any other Loan Document and such
assumption shall be with full recourse to Kmart Corporation, provided, however,
Kmart's recourse obligations with respect to violations of Environmental Laws
shall be limited to the scope of the indemnity provided by the Tenant under the
Lease, and as to any other violations of Environmental Laws not within such
scope, Kmart's liability for such other violations shall be limited to the
recovery under the Environmental Transfer Liability Insurance which Tenant is
obligated to obtain pursuant to the Consent and Agreement executed by and among
Mortgagor, Tenant, Mortgagee, Kmart and Trustee named therein dated of even
date herewith.

(d) Company shall execute and deliver to Mortgagee Company's
written (i) reaffirmation of its obligation to pay and perform the Secured
Obligations and all covenants and obligations of the Loan Documents, and (ii)
acknowledgement that after the date of such transfer, Mortgagee shall continue
to have the rights set forth herein to take such actions or make such advances
as are necessary to protect the Mortgaged Estate or the lien of this Mortgage
thereon and pursuant to Section 1.11 hereof and that such actions or advances
shall be and become part of the Secured Obligations secured hereby and payable
by Company on demand, such reaffirmation to be in form and substance
satisfactory to Mortgagee;

(e) In the event Company becomes a landlord or a tenant of
all or any portion of the Mortgaged Estate pursuant to a lease or a sublease
other than the Lease, in addition to satisfaction of all conditions set forth
in this Section 6.09, Company shall execute and deliver to Mortgagee Company's
written agreement (such agreement to be in form and substance satisfactory to
Mortgagee) to the effect that Company assigns (if Company is the landlord) or
consents to the assignment of (if Company is the tenant) such lease or sublease
together with the rents and other amounts payable pursuant thereto, to
Mortgagee to secure the Secured Obligations and agrees to make Company's lease
or sublease payments (or to cause any other lease payments) to the extent of
amounts due and payable pursuant to the terms of the Loan Agreement, to be made
directly to Mortgagee or its designee; and

(f) Company shall deliver to Mortgagee (i) any required
consents of insurers under any insurance policies required by the Mortgage,
(ii) any requested information regarding the identity, financial condition and
business of transferee, and (iii) evidence satisfactory to Mortgagee that
transferee is a special purpose entity which (A) has no liabilities other than
those liabilities arising pursuant to the terms of the Note[s], the Loan
Agreement and the other Loan Documents or incurred in the ordinary course of
owning and managing the Mortgaged Estate, (B) has no assets other than the
Mortgaged Estate and (C) is prohibited by its organizational documents from
incurring any other indebtedness other than any incurred in the ordinary course
of owning and managing the Mortgaged Estate.

(g) Mortgagee shall have received such evidence as it may
request, including, without limitation, an endorsement to

<PAGE> 29
Lender's Title Policy (as defined in the Loan Agreement) and an opinion from
Company's counsel as to legal matters not insured against in such Title Policy,
that subsequent to the proposed transfer (i) the Loan will continue to be
secured by a first mortgage lien pursuant to the terms of this Mortgage (ii)
the transaction will not adversely affect the coverage under any required
insurance policies required under this Mortgage, (iii) the Loan will fully
amortize over the remaining term thereof, (iv) the interest rate on the Loan
will not be reduced nor will the term of the Loan be increased, (v) the trust
established pursuant to the Trust Agreement referred to in Section 6.12 will
not solely as a result of such transfer cease to be treated as a grantor trust
pursuant to the provisions of Section 671 et seq. of the Internal Revenue Code
of 1986, as amended and (vi) the transfer will not adversely affect the
collectibility of the Loan or the rating of the Certificates issued by the
National Association of Insurance Commissioners.

(h) all required consents, if any, of Kmart and Tenant have
been obtained.

(i) Company and transferee shall execute and deliver or cause
to be executed and delivered to Mortgagee any and all other documents and
instruments reasonably required by Mortgagee to effect any of the foregoing
including, without limitation, opinions from appropriate legal counsel as to
due authorization and execution.

(j) Construction of the Improvements shall have been
completed in accordance with the terms of the Lease.

Section 6.10. Further Subdivision of the Property. Company may not
further subdivide the Property or record a revised plat of subdivision or
revised site plan on the Property without the prior written consent of
Mortgagee.

Section 6.11 Intentionally omitted.

Section 6.12. Assignment of Mortgagee's Interest. It is expressly
agreed that any and all terms of this Mortgage, the other Loan Documents and
all other agreements made or executed by Company or others in favor of
Mortgagee, and all rights, powers, privileges, options and remedies conferred
upon Mortgagee herein and therein, shall inure to and be for the benefit of
Mortgagee and may be exercised by Mortgagee, its successors and assigns, and
the word "Mortgagee" shall also mean and include the successor or successors
and the assign or assigns of Mortgagee and its successors and assigns. Company
hereby specifically grants unto Mortgagee the right and privilege, at
Mortgagee's option, to sell, convey, transfer and absolutely assign to any
third person all or any part of Mortgagee's rights to receive funds or payments
hereunder. Company hereby expressly acknowledges and consents to the sale,
conveyance, transfer and absolute assignment by Mortgagee of all of its right,
title and interest in, under and to this

<PAGE> 30
Mortgage, [the Note], the Loan Agreement and all of the other Loan Documents
concurrent with the funding of the Loan contemplated by the Loan Agreement to
United States Trust Company of New York, a New York banking corporation
("Trustee"), as Trustee under that certain [Collateral] Trust Agreement dated
as of even date herewith between Mortgagee and Trustee. Trustee [shall hold
this Mortgage, the Loan Agreement and all of the other Loan Documents in trust
for the benefit of the holders of the Notes and] shall have the sole right to
exercise all rights, privileges and remedies (either in its own name or in the
name of the Mortgagee for the use and benefit of the Trustee) which by the
terms of this Mortgage or by applicable law are permitted or provided to be
exercised by the Mortgagee. On or before ninety (90) days after each fiscal
year end of Company until the Secured Obligations are paid in full or fully
performed and are fully discharged, commencing in 19__, Company shall certify
to Mortgagee in a writing in form and content acceptable to Mortgagee, said
acceptance not to be unreasonably withheld, that (i) no Event of Default has
occurred and is continuing, and (ii) Mortgagee has complied in all material
respects with the terms and conditions of this Mortgage, or, as to (i) and
(ii), if not the case, stating the same.

Section 6.13. Time is of the Essence. Time is of the essence under
this Mortgage and the other Loan Documents.

Section 6.14. Definition of Material Adverse Effect.

(a) A material adverse effect on the financial condition of
Company, or on the condition, value or use of the Mortgaged Estate or on the
ability of the Company to perform its obligations under the Loan Agreement, the
Note[s], this Mortgage or any other Loan Document; or

(b) A material adverse effect individually or in the
aggregate on the legality, validity or enforceability of Company's obligations
under the Loan Agreement, the Note[s], this Mortgage or the other Loan
Documents or a material impairment of the first priority liens or security
interests granted under this Mortgage or any other of the Loan Documents.

Section 6.15. Release of Mortgage.

(a) This Mortgage is on the condition that Company is
indebted to Mortgagee in the principal amount of ___________________________
Dollars ($__________), which together with accrued interest thereon, and the
Make-Whole Premium described in the Loan Agreement, the pertinent part of which
is attached hereto as Exhibit D may aggregate up to ___________________________
Dollars ($________), such sum evidenced by the Note[s] and the Loan Agreement,
with interest at the rate or rates therein provided, principal, premium, if
any, and interest being payable as therein provided, and all amounts remaining
unpaid thereon being finally due and payable on ______ __, ____.

<PAGE> 31
(b) This Mortgage is on the condition that if Company or any
guarantor of the indebtedness secured hereby shall pay or cause to be paid (i)
the principal, premium, if any, interest and all other sums payable under the
Note[s] and the Loan Agreement, and (ii) all sums payable hereunder, then this
Mortgage shall be null and void and of no further force and effect and shall be
released by Mortgagee upon the written request and at the expense of Company.
In the event any of the foregoing conditions are not met, this Mortgage shall
remain in full force and effect. Notwithstanding the foregoing, all
indemnities made by Company hereunder, including without limitation, the
Hazardous Materials Indemnity, shall survive payment or satisfaction of the
Secured Obligations.

IN WITNESS WHEREOF, Company has caused this Mortgage to be duly
executed on the day and year set forth in the acknowledgment attached hereto
and effective as of the date first written above.

------------------------------------
a _____________ limited partnership

BY:
-------------------------------
a ______________ corporation,
its sole General Partner

BY:
-------------------------
Its:
--------------------

Witnesses:

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

<PAGE> 32
STATE OF _____________ )
)
County of ____________ )

The foregoing instrument was acknowledged before me this _____ day of
__________, 1993, by _____________________________, the ____________ of
______________________, a _________________ corporation, the General Partner of
___________________________, a __ ______ limited partnership, on behalf of the
partnership.

----------------------------------
Notary Public

My Commission Expires:

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

<PAGE> 33
EXHIBIT A

DESCRIPTION OF PROPERTY

<PAGE> 34
EXHIBIT B

PERMITTED ENCUMBRANCES

<PAGE> 35
EXHIBIT C

NOTE[S]

<PAGE> 36
EXHIBIT D

LOAN AGREEMENT

<PAGE> 37
EXHIBIT E

HAZARDOUS MATERIALS INDEMNITY AGREEMENT

<PAGE> 1
EXHIBIT 4.11

WHEN RECORDED, MAIL TO:

_______________________
SQUIRE, SANDERS & DEMPSEY
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004

ASSIGNMENT OF LEASES AND RENTS

KNOW ALL MEN BY THESE PRESENTS THAT ___________________
____________________ ("Assignor"), a __________ limited
partnership, the address of which is __________________________,
in consideration of One Dollar paid by NATIONAL TENANT FINANCE
CORPORATION ("Assignee"), a Delaware corporation, the address of
which is 40 North Central Avenue, Suite 2700, Phoenix, Arizona
85004, by this assignment ("Assignment") hereby conveys,
transfers and assigns unto Assignee, its successors and assigns,
all rights, interests and privileges which Assignor as Landlord
has and may have in the lease described on Exhibit B attached
hereto and made a part hereof ("Lease"), and all other agreements
in the nature of leases, subleases, rental contracts, licenses,
permits, franchises, concessions and other agreements relating to
the use or occupancy of all or any part of the Mortgaged Estate
whether now existing or hereafter arising (individually, "Other
Agreement" and, collectively, "Other Agreements") as the Lease or
Other Agreements may have been or may from time to time be
hereafter modified, extended and renewed, with all rents,
receipts, revenues, income, issues, royalties, profits, damages
and other benefits due and becoming due thereunder ("Rents") from
the tenant under the Lease ("Tenant") or from any other party
under any Other Agreement, and all of Assignor's right, title and
interest in and to that certain lease guaranty described on
Exhibit B attached hereto, executed by Kmart Corporation
("Guarantor"), a Michigan corporation, as guarantor ("Lease
Guaranty") for the benefit of Assignor under the Lease, and any
guaranty of any Other Agreement ("Other Guaranties") from any
other guarantor for the benefit of Assignor under any Other
Agreement and any and all proceeds paid thereunder, all rights,
claims, causes of action, and demands which Assignor or any
predecessor or successor in title might now or hereafter have
against any tenant, subtenant, assignee or other occupant of the
Mortgaged Estate or against Guarantor under the Lease Guaranty or
against any guarantor under any Other Guaranty, and all records and
correspondence relating to all of the foregoing to have and to hold
unto Assignee, its

1
<PAGE> 2
successors and assigns forever, subject to and upon the terms and
conditions set forth herein.

1. Note[s]. This Assignment is made in connection
with the execution of a certain Promissory Note[s] ("Note[s]"),
which Note[s] [is] [are] secured by a Mortgage, Security
Agreement, Assignment of Leases and Rents and Fixture Filing
("Mortgage"), dated as of even date herewith and executed and
delivered by Assignor to Assignee pursuant to a Loan Agreement
("Loan Agreement") dated as of even date herewith and all
extensions or modifications thereof, between Assignor and
Assignee. Any capitalized terms used herein shall, unless
otherwise defined, have the meanings set forth in the Loan
Agreement. The original [aggregate] principal amount of the
Note[s] [is] [are] $___________. Such amount together with
accrued interest, Make-Whole Premium (as defined in the Loan
Agreement) and any other present and future obligations which
may be secured by the Mortgage, are hereinafter collectively
referred to as "Debt". The Mortgage and Loan Agreement relate to
real property situated in the County of _________ and State of
____________ and described on Exhibit A attached hereto and made
a part hereof, and certain other property more particularly
described in the Mortgage (collectively, "Mortgaged Estate").
The acceptance of this Assignment and the collection of Rents
under the Lease or Other Agreements or proceeds under the Lease
Guaranty or Other Guaranties shall not constitute a waiver of any
rights of Assignee under the terms of the Note[s], the Mortgage,
the Loan Agreement or any other Loan Document (as defined in the
Loan Agreement).

2. Nature of Assignment.

(a) This Assignment constitutes a present and
current absolute assignment of the Lease, Other Agreements,
Rents, and Lease Guaranty and Other Guaranties by Assignor and
the rights granted Assignee hereunder are not intended to be
conditioned on the occurrence of an Event of Default. Before any
Event of Default under the Loan Agreement ("Event of Default")
occurs, Assignee or its designee shall have the right to collect
the Rents from the Lease or proceeds under the Lease Guaranty
pursuant to the terms of a separate Consent and Agreement
executed by the Tenant, Kmart Corporation, Assignor, Assignee and
Trustee (as hereinafter defined), concurrently herewith.
Anything to the contrary notwithstanding, Assignor hereby assigns
to Assignee for application against the Debt any award made
hereafter to it in any court procedure involving the Tenant in
any bankruptcy, insolvency, or reorganization proceedings in any
state or federal court; and any and all payments made by Tenant
under the Lease or in lieu of Rents. Assignor hereby appoints
Assignee and its successors and assigns as its true and lawful
attorney-in-fact (which appointment shall be deemed coupled with
an interest and to be irrevocable) to appear in any action or
proceeding, to collect any such award or payment upon the
occurrence of a default hereunder, to collect the Rents subject
to the terms of the Loan Agreement, to demand, receive and
enforce payment, to give receipts, releases and

2
<PAGE> 3
satisfaction, and to sue, in the name of Assignor or Assignee,
for all Rents.

(b) Although it is the intention of Assignor and
Assignee that this Assignment shall be a present absolute
assignment and the rights granted Assignee hereunder are not
intended to be conditioned on the occurrence of an Event of
Default, it is expressly understood and agreed, anything herein
contained to the contrary notwithstanding, that Assignee shall
not exercise any of the rights or powers conferred upon it by
this Assignment, including, but not limited to, the exercise of
the rights of Assignor as Landlord under the Lease, until an
Event of Default has occurred; provided, however, that Assignor
shall not exercise any of its rights, interests or privileges
under the Lease at any time prior to the occurrence of an Event
of Default unless Trustee shall have given its prior written
consent thereto.

3. Security Deposits. Assignor hereby assigns to
Assignee all security deposits, if any, received by Assignor or
any agent in respect of the Lease and any Other Agreements.
Prior to default hereunder or a default under any of the Loan
Documents and demand by the Assignee for delivery of such
security deposits to it or its designee, Assignor shall maintain
the security deposits in a separate, identifiable account in a
bank acceptable to Assignee. After the occurrence of a default
hereunder or under any of the Loan Documents which is not cured
within such grace period as may be applicable thereto and upon
demand by Assignee, Assignor shall deliver such deposits to
Assignee or its designee. Upon delivery of such security
deposits to Assignee, Assignee shall hold such deposits pursuant
to the terms of the Lease or Other Agreement in respect of which
such deposits were obtained by Assignor, provided, however, in no
event shall Assignee be liable under the Lease or any Other
Agreement for the return of any security deposit in any amount in
excess of the amount delivered to Assignee by Assignor. Any
security deposits delivered to and held by Assignee shall not
bear interest.

4. Default; Remedies.

(a) Assignor, upon the occurrence of an Event of
Default, hereby authorizes Assignee, at its option, to enter and
take possession of the Mortgaged Estate and to manage and operate
the same; to enforce the payment of all or any Rents or amounts
due or to become due under the Lease Guaranty and any Other
Guaranties without entering and taking possession of the
Mortgaged Estate; bring or defend any suits in connection with
the possession of the Mortgaged Estate in its own name or
Assignor's name; make repairs as Assignee deems appropriate;
perform such other acts in connection with the management and
operation of the Mortgaged Estate as Assignee, in its discretion,
may deem proper, and upon the occurrence of a default under the
Lease and the Lease Guaranty, to (i) let or re-let the Mortgaged
Estate or any part thereof, or cancel and modify the Lease and
any Other Agreements, and (ii)

3
<PAGE> 4
evict Tenant or any other tenant of any portion of the Mortgaged
Estate.

(b) If an Event of Default occurs, and the same
is not cured within any grace period applicable thereto, Assignee
may, whether or not Assignee takes possession of the Mortgaged
Estate, receive and collect or enforce the payment of the Rents
or receive and collect or enforce the payment of proceeds or
amounts due or to become due under the Lease Guaranty or any
Other Guaranties personally or through a receiver at any time
during the term hereof and during the pendency of any foreclosure
proceedings and during any redemption period, and Assignor shall
consent to a receiver or receivers if such are believed necessary
or desirable by Assignee to enforce its rights hereunder.

(c) The receipt by Assignee of any Rents or
proceeds of the Lease Guaranty or any Other Guaranties pursuant
to this Assignment after the institution of foreclosure
proceedings under the Mortgage shall not cure an Event of Default
nor affect such proceedings or any sale pursuant thereto.

(d) Unless and until Assignee shall take
possession of the Mortgaged Estate, Assignee shall not be
obligated to perform or discharge any obligation or duty to be
performed or discharged by Assignor under the Lease or under any
Other Agreement, provided that Assignee's obligations and liabilities
upon taking possession of the Mortgaged Estate shall be limited as
provided in the Consent and Agreement. Assignor hereby agrees to
indemnify Assignee for, and to save it harmless from, any and all
liability arising from the Lease or from any Other Agreement or from
this Assignment, and this Assignment shall not place responsibility
for the control, care, management, repair of all or any part of
the Mortgaged Estate or other obligations of any kind whatsoever
upon Assignee, or make Assignee responsible or liable for any
negligence in the management, operation, upkeep, repair or
control of all or any part of the Mortgaged Estate resulting in
any liability, loss, injury or death to Tenant or any lessee,
licensee, invitee, employee or stranger.

5. Assignor Representations and Warranties. Assignor
represents and warrants that (a) Assignor has full right and
title to assign the Lease, any Other Agreement, the Lease
Guaranty, any Other Guaranties and the Rents, (b) the terms of
the Lease and the Lease Guaranty have not been changed from the
terms in the copies of the Lease and the Lease Guaranty submitted
to Assignee and Trustee (as hereinafter defined) for approval,
(c) no other assignment, sale, transfer, mortgage or pledge of
any interest in the Lease, any Other Agreement, the Lease
Guaranty, any Other Guaranties or the Rents has been made, (d)
Assignor has not agreed to or permitted the subordination of the
Lease to the lien of any encumbrance and (e) except as may be
permitted pursuant to the Consent and Agreement, Assignor will
not hereafter cancel, surrender or terminate the Lease or any Other
Agreement, or the Lease Guaranty or any Other Guaranty, or exercise
any option under the Lease or any Other Agreement or Lease Guaranty
or any Other Guaranty or change, alter, amend or modify or give any
waiver or consent under any one or more of them or consent to the
surrender of any one or more of them or the release of any party
liable under any one or more of them or to the assignment of the
lessee's interest in them, without the prior written consent of
Assignee and Trustee.

4
<PAGE> 5

6. Assignor Covenants. Assignor shall: (i) duly and
punctually observe, perform and discharge all of the terms of the
Lease or any Other Agreement on the part of the Assignor to be
performed; (ii) give prompt written notice to the Assignee of any
failure or inability on the part of the Assignor to perform the
Assignor's obligations under the Lease or any other Agreement;
(iii) promptly provide to the Assignee copies of any notice,
demand or other document received by the Assignor from the Tenant
or any other tenant claiming any default by the Assignor under
the Lease or under any Other Agreement; (iv) enforce the
performance of each obligation of the Tenant under the Lease and
of any other tenant or guarantor under any Other Agreement or
Other Guaranty or the Guarantor under the Lease Guaranty and notify
the Lender of the occurrence of any default by the Tenant under the
Lease or by any other tenant under any Other Agreement; (v) appear
in and defend any action or proceeding arising under the Lease or
under any Other Agreement; and (vi) not create or permit to be
created any lien, charge or encumbrance of the Lease or of any Other
Agreement or the rents payable thereunder other than the Second
Mortgage and the Leasehold Mortgage, except to the extent requested
by the Lender.

7. Consent of Assignor to Assignment by
Assignee. Assignor hereby acknowledges and consents to the
further sale, conveyance, transfer and absolute assignment by
Assignee of all its right, title and interest hereunder to United
States Trust Company of New York, a New York banking corporation
("Trustee") pursuant to the [Collateral] Trust Agreement dated as
of __________, 19__. Trustee [shall hold this Assignment and
each of the other Loan Documents in trust for the benefit of the
holders of the Notes and] shall have the sole right to exercise
all rights, privileges and remedies (either in its own name or in
the name of the Assignee for the use and benefit of the Trustee)
which by the terms of this Assignment or by applicable law are
permitted or provided to be exercised by the Assignee.

8. Miscellaneous.

(a) Assignor hereby authorizes Assignee to give
notice in writing of this Assignment at any time to the Tenant
under the Lease or to any party under any Other Agreement or the
Guarantor under the Lease Guaranty or any guarantor under any
Other Guaranty. The Tenant under the Lease or the Guarantor
under the Lease Guarantee and all other persons are hereby
authorized to rely on any demand by Assignee for payment of Rents
to the Assignee by reason of any Event of Default.

(b) Any expenditures made by Assignee in curing
an Event of Default (including, without limitation, reasonable
attorneys' fees and disbursements actually incurred), with
interest thereon at the Overdue Rate specified in the Note[s],
shall become

5
<PAGE> 6
part of the Debt secured by the Mortgage unless promptly paid by
Assignor.

(c) The rights of the Assignee contained in this
Assignment will be separate, distinct and cumulative and no right
or remedy herein provided is intended to be an exclusion of any
other right or remedy created by this Assignment or any other
instrument evidencing or securing payment of the Debt. No act of
the Assignee will be construed as an election to proceed under
any one provision of this Assignment to the exclusion of any
other provision anything herein or otherwise to the contrary
notwithstanding. Upon the occurrence of an Event of Default,
Assignee will be entitled to selectively and successively enforce
the Assignee's rights under any one or more of the instruments
evidencing or securing payment of the Debt and such action will
not be deemed a waiver or discharge of any other lien or
encumbrance securing the Debt until such time as the Assignee
shall have been paid in full all sums owing to the Assignee. In
addition to any other rights hereunder the Assignee will have the
right to institute suit and obtain injunctive relief to enforce
the agreements of the Assignor contained herein.

(d) On the payment in full of the Debt as
evidenced by the recording of a full release of the Mortgage
without the recording of another mortgage in favor of the
Assignee affecting the Mortgaged Estate this Assignment will
become void and of no further effect.

(e) Upon the occurrence of an Event of Default,
the net proceeds of the Rents (after payment of all expenses such
as brokerage commissions, tenant improvements, etc.) or the
proceeds of the Lease Guaranty and any other Guaranties collected
by Assignee under the terms of this Assignment shall be applied
in reduction of the Debt from time to time outstanding, under and
secured by, the Mortgage in accordance with the terms thereof.

(f) This Assignment applies to and binds the
parties hereto and their respective heirs, administrators,
executors, successors and assigns, as well as any subsequent
owner of the Mortgaged Estate and any assignee of the Mortgage
referred to herein. This Assignment shall be subject to the
provisions regarding borrower liability set forth in Section 11
of the Loan Agreement.

(g) This Assignment shall be governed by and
construed in accordance with the law of the state in which the
Mortgaged Estate is located without giving effect to the choice
of law principles thereof.

(h) Any notice, demand or communication required
or permitted to be given by any provision of this Assignment
shall be deemed to have been given when made in accordance with
the provisions of the Loan Agreement.

6
<PAGE> 7
(i) The Assignor will, on request of the
Assignee, execute additional assignments of any future leases or
lease guaranties affecting any part of the Mortgaged Estate.

IN WITNESS WHEREOF the Assignor has signed and sealed
this instrument as of __________, 19__.

________________________________, a
____________ limited partnership

By: __________________________, a
____________ corporation, its
sole General Partner

By: ______________________, a
Its __________________________

STATE OF _________ )
)
County of ________ )

The foregoing instrument was acknowledged before me
this ___ day of ________________, 1993, by
_________________________, the __________ of
__________________________________, a ____________ corporation,
the General Partner of _______________ ______________, a
____________ limited partnership, on behalf of the partnership.

______________________________
Notary Public

My Commission Expires:

______________________

7
<PAGE> 8
EXHIBIT A

Legal Description
<PAGE> 9
EXHIBIT B

LEASE

LEASE GUARANTY

<PAGE> 1
EXHIBIT 4.12

CONSTRUCTION FUND DISBURSEMENT AGREEMENT
(IMPROVEMENTS)

BY THIS AGREEMENT ("Agreement") made and entered into as of the_____day of
___________, 199_, by_____________________________("Borrower"), a _________
limited [partnership] [liability company], KMART CORPORATION ("Kmart"), a
Michigan corporation, ___________________("Escrow Agent" or "Agent"), a
_____________corporation, _________________("Tenant"), a _____________
corporation, _________________ [____________________("Construction Monitor"),]
a ___________ corporation acting in its capacity as agent for Tenant, and
NATIONAL TENANT FINANCE CORPORATION ("Lender"), a Delaware corporation (Lender
is made a party hereto solely for the purpose set forth in Section 6),
Borrower, Kmart, Escrow Agent, Tenant, Construction Monitor and Lender agree
as follows:

Section 1. RECITALS.

1.1 The Transaction. Borrower and Lender have entered into a Loan
Agreement ("Loan Agreement") dated as of even date herewith, pursuant to
which Lender has agreed to provide a Loan for the acquisition of certain Land
and the construction on the Land in accordance with certain plans described in
Article 10 of the Lease of certain "Improvements" in connection with the
development of a retail store facility which will be financed through Lender
("Project") pursuant to the Loan Agreement. Kmart has executed and delivered
that certain Lease Guaranty dated as of even date herewith of the Lease of the
Project ("Lease") entered into by Tenant. To secure certain of Borrower's
obligations under the Lease, Borrower has as of the date hereof granted to
Tenant a Mortgage, Security Agreement and Assignment of Rents ("Second
Mortgage") and Option to Purchase Real Estate ("Option") covering the Project.
Pursuant to the Lease, the Annual Rental provided for therein will commence on
the Rental Commencement Date, whether or not the Project is completed, whether
the Tenant takes occupancy and whether the Tenant accepts the Improvements as
constructed. Pursuant to the Loan Agreement, the Loan Amount shall be
disbursed in a single advance, a portion of which shall be disbursed to Escrow
Agent, subject to the terms and conditions of this Agreement. In order to
provide assurance to Kmart and the Tenant that the Project will be developed in
a timely manner in accordance with the Approved Drawings and Specifications as
to the Improvements referred to in the Lease, Borrower, Kmart, Tenant,
[Construction Monitor] and Escrow Agent have agreed to certain procedures
regarding the disbursement of the portion of the Loan Amount held by Escrow
Agent hereunder, and in addition, Borrower, Kmart and Tenant have agreed to
certain remedies in favor of Kmart and Tenant in the event of a default by
Borrower under the Lease [or][,] the terms of this Agreement [or the
Construction Fund Disbursement Agreement (Common Area) ("Common Area
Disbursement Agreement") of even date herewith among the parties hereto and
certain other tenants] (individually or

1
<PAGE> 2
collectively, "Event of Default"), in the event such procedures are not
followed.

1.2 Terms; Governing Document. All capitalized terms used herein, unless
otherwise expressly provided, shall have the meaning set forth in the Lease or
in Exhibit "1.2A" attached hereto and incorporated herein by reference. In the
event of any conflict between the terms and provisions of this Agreement and
the Lease, the terms and conditions of the Lease shall govern and prevail;
provided, however, with respect to a conflict involving Escrow Agent or
[Construction Monitor] this Agreement shall prevail.

Section 2. DISBURSEMENTS.

2.1 Construction Fund. On or before the Closing Date, Borrower shall
submit to Escrow Agent an executed original of Form W-9 and an executed
original of the Investment of Escrow Funds Instruction attached hereto as
Exhibit "2.1A" and incorporated herein by reference (and any other
documentation reasonably required by the Escrow Agent). On the Closing Date,
the portion of the Loan Amount designated "Construction Fund-Improvements" on
the Closing Statement attached as Exhibit "2.1B") ("Construction Fund"), shall
be wire transferred by or on behalf of Borrower into an interest bearing
segregated account ("Escrow Account") at _________________________ ("Escrow
Bank"), or such other bank designated by Borrower and approved by Tenant,
receipt of which will be acknowledged by Escrow Agent in writing to Tenant and
Borrower upon confirmation of the wire transfer, subject to the terms and
conditions of this Agreement and the Pledge Agreement provided for in the Loan
Agreement; provided, however, neither Escrow Agent, Kmart nor Tenant shall have
any obligations under the Pledge Agreement. The Construction Fund shall be
deposited in the Escrow Account, segregated from the funds of Escrow Agent and
invested by the Escrow Agent in Eligible Investments as defined in Exhibit
"2.1C", and such funds shall initially be invested in accordance with
subsection __ of Exhibit "2.1C" subject to the rights of Kmart and Tenant
pursuant to this Agreement in an Event of Default. Borrower has designated and
Tenant and Escrow Agent hereby approve Escrow Bank as a depository.

2.2 Construction Disbursements. Subject to compliance by Borrower with
the terms and conditions of this Agreement, Escrow Agent shall disburse the
Construction Fund as follows:

(a) The Construction Fund shall be used to cover all onsite,
offsite, indirect and building costs ("Construction Costs") as set forth in the
Cost Budget for the Project, a copy of which is attached hereto and
incorporated herein as Exhibit "2.2", and which by attachment hereto shall be
deemed approved by Borrower and Tenant. Payments for the Construction Costs
will be made pursuant to requests for disbursements in the form required by
Section 2.3(a) which shall be reviewed and approved by [Construction Monitor]
and Tenant. The review and approval of Requests (as hereinafter defined) shall
be subject to monitoring of the progress

2
<PAGE> 3
of and inspection of the Construction by the [Construction Monitor] and the
Tenant and receipt by [Construction Monitor] and Tenant of the documentation
required by this Agreement.

(b) As construction of the Project progresses, disbursements shall
be made on a percentage of completion basis (subject to the Retainage as
defined in subsection (d) below) to the extent the Project is constructed, with
labor performed and materials and equipment supplied in accordance with the
Approved Drawings and Specifications as to the Improvements and the Approved
Site Improvement Drawings and Specifications as to the Site Work and Common
Area. Payments will be made for such materials, fixtures and equipment
delivered to the Land only where title has unconditionally vested in Borrower
and such Land has been adequately safeguarded from theft and destruction and
properly insured against such occurrences. For purposes of computing the
progressive percentage of completion, the Project is divided into individual
line items of Construction Cost categories, with the Project costs allocated to
specific line items set forth in the Cost Budget. If the Project is a shopping
center, the Cost Budget will specify on a line item basis the costs
attributable to each store based on the percentage of completion of each line
item for that store.

(c) On the _________ (__) Business Day after the receipt of the
Request (as hereinafter defined), Tenant shall (i) authorize payment of the
Request subject to any correction(s) or mediations required by any Disapproval
Notice(s) (as hereinafter defined in Section 2.4), and (ii) provide the
notification required by the Escrow Agent in order to fund the Request to the
extent so authorized.

(d) An amount equal to ten percent (10%) of all Construction Cost
items ("Retainage") shall be retained from the amount requested in each
Request. The Retainage and Developer's Profit specified in the Cost Budget
shall be disbursed as provided below.

2.3 Requests for Disbursements. Borrower shall be entitled to request
disbursements monthly by delivering the following described items to
[Construction Monitor] and one copy to Tenant (and to Lender, upon receipt of a
written request therefor) in form and substance acceptable to the Tenant
together with such other documents as may be requested by Tenant or the
[Construction Monitor] (collectively, "Request"):

(a) On or before the 25th day of each calendar month, Borrower shall
submit a written draw request in the form attached hereto as Exhibit "2.3A" and
incorporated herein by this reference to the [Construction Monitor] and the
Tenant setting forth such details concerning construction of the Improvements
and the Site Work as [Construction Monitor] and Tenant shall require, including
the Construction Costs expended to the date of the Request and the amounts then
due and unpaid on account of such Construction. The

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Request shall be signed by the general contractor. The Request shall also
include a written certificate and warranty signed by Borrower detailing and
itemizing the percentage of completion of each Construction Cost item
(completed in the manner described above) as to the Improvements and as to the
Site Work since the last Request submitted to [Construction Monitor], and
warranting that (i) the balance of the Construction Fund (excluding the
Retainage from prior disbursements) which would remain after the requested
disbursement is made constitutes not less than 100% of the expected cost of the
uncompleted portion of the Improvements including the Retainage relating to
each, (ii) all work performed to date is in accordance with the Approved
Drawings and Specifications and the Approved Site Improvement Drawings and
Specifications, and (iii) the Improvements and the Site Work as completed to
date do not, and, if completed in accordance with the Approved Drawings and
Specifications, will not violate any law, ordinance, rule or regulation. The
Request shall warrant that no mechanic's or materialmen's liens are currently
existing against Borrower or the Land, that all governmental licenses and
permits for the applicable stages of construction, including approvals and
temporary certificates of occupancy, have been obtained and will be exhibited
to Tenant upon request, and that there is no Event of Default.

(b) Each monthly request submitted in accordance with Section 2.3(a)
shall have attached thereto the following:

(i) supporting invoices, paid statements and lien waivers in
the form attached hereto as Exhibit "2.3B" for work accomplished and previously
paid for, or materials delivered and previously paid for, building permits and
such certifications by Borrower of the reasonableness and appropriateness of
the Construction Costs as may be reasonably requested by [Construction
Monitor], Tenant or Escrow Agent; and

(ii) a date down endorsement, issued by the Title Insurance
Company, insuring as of the date of such endorsement with respect to all prior
draws against mechanics' and materialmen's liens, in form and content
satisfactory to the Tenant and paid for by Borrower, which endorsement may
show in addition to the Permitted Exceptions the Second Mortgage and Option as
title exceptions on the Land but shall not show any other title exceptions not
approved by Tenant.

The [Construction Monitor] shall verify to the Tenant (in the monthly
monitoring report to be submitted to the Tenant pursuant to the Consultant
Agreement executed by the Tenant and the [Construction Monitor]
contemporaneously herewith) that the required documents have been attached to
the Request.

2.4 Approval of Request.

(a) Tenant shall inspect the work completed and/or cause an
inspection of the work completed to be conducted by an architect, engineer or
other construction management or inspection

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professional to verify the statements contained in the Request and the
statements contained in the supporting documents. Within _________ (__)
Business Days of receipt of the required documents, Tenant shall make any
inquiries it deems prudent and express any objection it may have with regard to
the Request and shall approve or disapprove any line item in the Request which
it reasonably determines is not correct or payable in accordance with the Cost
Budget. The approval or disapproval shall be communicated to the [Construction
Monitor] by Tenant _______ (__) Business Days after receipt of the Request, and
in such notice Tenant shall specify the line item(s) disapproved and the
reasons therefor ("Disapproval Notice"). If Tenant fails to approve or
disapprove the Request by the _____ (__) Business Day after receipt of the
Request, the Request shall be deemed approved by the Tenant.

(b) In the event Tenant disapproves any line item in the Request and
the [Construction Monitor] reasonably determines that failure to pay such
amount may delay or otherwise adversely affect the completion of construction
of the Project, the [Construction Monitor] will use good faith efforts to
mediate any dispute that may exist as to the disapproved line item, or the
[Construction Monitor] may direct the Tenant to undertake the resolution of
such dispute with the Contractor or subcontractor.

(c) In the event that Tenant pursuant to the terms of this Agreement
elects to complete construction of the Improvements, then Tenant may submit the
Request and receive disbursement from the Escrow Account pursuant to the
procedures described herein. The Tenant shall also be entitled to receive any
Developer's Profit which would have been payable to the Borrower upon
satisfaction of the requirements set forth in Section 2.8.

(d) In addition, in the event that Tenant pursuant to the terms of
this Agreement avails itself of the self help remedies to complete construction
of the Improvements, the Tenant shall be responsible to promptly resolve any
mechanic's liens disputes as to those items of work on the Project and shall
pay all sums in connection therewith from the Construction Fund.

2.5 Fees and Expenses of [Construction Monitor and] Escrow Agent. All
fees and expenses due and payable to the [Construction Monitor and] Escrow
Agent shall be included in the Cost Budget and shall be included in the monthly
Requests.

2.6 Manner of Disbursement.

(a) Escrow Agent may disburse draws to Borrower or its order by wire
transfer to an account designated by Borrower, or, at Tenant's election, if
there is an Event of Default which continues beyond the expiration of any
applicable cure period, Tenant may direct disbursements to be made directly to
the persons furnishing labor and/or materials or to both by joint check or
otherwise or by any other method Tenant shall from time to time elect.
Notwithstanding the foregoing, none of such persons or entities

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shall constitute a creditor, third party or incidental beneficiary hereto, have
any right of action hereon or right to monies hereunder or otherwise be
entitled to any rights or benefits under this Agreement.

(b) Neither Tenant nor the [Construction Monitor] shall have an
obligation to see that the disbursements made by and to Borrower or any
designee of Borrower or pursuant to this Section 2.6 are actually used by that
party to pay for labor and materials furnished for the construction of the
Improvements or the Site Work. Borrower acknowledges that the payment of any
designee is Borrower's responsibility and Borrower assumes all risks in
connection with any disbursement to any such designee.

2.7 Frequency of Disbursements. Tenant may in its sole discretion, but
shall not be obligated to, direct Escrow Agent to fund advances from the
Construction Fund more frequently than once each calendar month.

2.8 Completion of the Project; Termination.

(a) Unless paid to Tenant pursuant to Section 2.4(c), Escrow Agent
shall pay Borrower the Retainage and the Developer's Profit less any amount
withheld by Escrow Agent as shall be required to complete all punchlist items
relating to the Improvements as determined by Tenant and to pay any remaining
fees and expenses of the [Construction Monitor] and Escrow Agent pursuant to
subsection (b) below upon completion of Construction of the Improvements [other
than __________ which has been deferred for seasonal reasons] pursuant to
Article 10 of the Lease, and the transmittal to the Tenant of the following:

(i) a copy of the final Certificate of Occupancy for the
Improvements;

(ii) copies of all final inspection reports and/or local/state
compliance certificates with respect to the Improvements;

(iii) reproducible as built record drawings of the Improvements;

(iv) the construction guaranties and warranties required to be given
to the Tenant pursuant to the Lease or this Agreement and other standard
guaranties and warranties obtained from suppliers and subcontractors;

(v) three (3) complete sets of manuals for all equipment installed
in the Improvements;

(vi) an endorsement to the Tenant's leasehold title insurance policy
dated as of the date of the advance of funds to Borrower insuring against any
mechanic's or materialmen's liens for

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work on the Land as of the date of such endorsement, and confirming the zoning
endorsement for completion of the Improvements;

(vii) final and unconditional lien releases from all suppliers,
materialmen, subcontractors and the general contractor as well as the
Contractor's final affidavit; and

(viii) a written acknowledgement to the Escrow Agent by the Tenant
and the [Construction Monitor] (such acknowledgement not to be unreasonably
withheld or delayed) that the Borrower has Substantially Completed the
Improvements pursuant to the Lease.

(b) Upon completion of all punchlist and other incomplete items
relating to the Improvements or the Common Area pursuant to the Common Area
Disbursement Agreement and the payment of the cost thereof by Escrow Agent
together with any remaining fees and expenses of the Construction Monitor and
Escrow Agent, Escrow Agent shall pay to Tenant any remaining amounts in the
Escrow Account and this Agreement shall thereupon be deemed terminated.

Section 3. COST CONTROLS.

3.1 Revisions of Cost Budget. Borrower may from time to time submit to
[Construction Monitor and] Tenant for Tenant's written approval proposed
revisions of the Cost Budget for change orders approved by Tenant pursuant to
Section 3.2 hereof. Any revised Cost Budget that is approved by Tenant shall,
from and after the date of written approval thereof and until subsequently
revised, constitute the Cost Budget for purposes of this Agreement.

3.2 Changes and Change Orders.

(a) No material changes in the Approved Drawings and Specifications
shall be made without first being submitted to the [Construction Monitor] and
Tenant and approved by Tenant. Tenant shall be entitled to give or withhold
its approval of any such revisions in its sole and absolute discretion.
Without limiting the generality of Tenant's rights under the preceding
sentence, Tenant may withhold its approval if the revisions would, in its sole
and absolute discretion, materially and adversely affect the quality or
character of the Improvements. Borrower shall not authorize, direct or permit
the performance of any work pursuant to any change order unless it shall have
received the approval of the Tenant prior to submitting such change order to
the relevant contractor.

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prior to submitting the change order to Tenant for its approval, Borrower will
obtain the written consent to the extension of time for such completion of
Construction from any and all persons who would be entitled to enforce any
penalty or to collect any liquidated or other damages from Borrower or Tenant
as a result of the failure to complete the Improvements by any date prior to
the extended date for such completion provided for in the change order. If any
permits or authorizations are necessitated or required by any governmental
authorities having jurisdiction over any work described in such change order,
Borrower shall obtain all such permits and authorizations prior to directing or
permitting any such work. Borrower will submit true and correct copies of all
change orders to Tenant [and the Construction Monitor] within five (5) days
after Borrower's execution of the same.

Section 4. COVENANTS OF BORROWER.

4.1 Enforcement of Construction Contract. Borrower shall strictly
enforce the Construction Contract (as defined below) to insure that the
Contractor and subcontractors promptly and diligently perform all of their
obligations thereunder in strict accordance with the Approved Drawings and
Specifications and in such a manner as to preserve the security of Lender,
Kmart and Tenant in the Project. Tenant shall approve the material provisions
of the Construction Contract prior to the commencement of Construction pursuant
to the Construction Contract. The Construction Contract shall be a fixed cost
guaranteed maximum contract and shall require the contractors to procure
payment and performance bonds acceptable in form and substance to Tenant, and
Borrower shall, to the extent required, or shall, if requested by Tenant,
assign to Tenant its rights to enforce such payment and performance bonds to
complete the Improvements located on the property described in the Lease. No
change, amendment or modification shall be made to the Construction Contract
without the prior written approval of Tenant). As used herein, "Construction
Contract" shall mean that certain Construction Contract relating to the
Improvements by and between the Borrower and __________________, a __________
corporation, dated as of ________, 199_. In addition, Borrower shall procure
and maintain or cause to be procured and maintained builder's risk insurance
and general liability insurance pursuant to the Leases. Borrower shall also
procure and maintain and shall cause its subcontractors to procure and maintain
workmen's compensation insurance as required by the statutes or regulations of
the State in which the Project is located.

4.2 Information Regarding Subcontractors and Labor and Material
Suppliers. Borrower shall promptly, upon Tenant's or [Construction Monitor's]
request from time to time, furnish to Tenant [and Construction Monitor] a
correct list of all subcontractors, suppliers or materialmen employed or
retained in connection with the construction of the Improvements and the Site
Work associated therewith. Each such list shall show the name, address and
telephone number of each such person, a general

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statement of the nature of the work to be done, the labor and materials to be
supplied and the approximate dollar value of such labor, materials or work with
respect thereto. Tenant and [Construction Monitor] shall each have the right
to telephone or otherwise communicate with the contractor and each
subcontractor and materialman to verify the facts disclosed by such list or by
any request for disbursement or for any other purpose, and shall have the right
to inspect any subcontract pursuant to which labor is being performed or
materials are being supplied, which labor or materials are to be paid for or
reimbursed from advances pursuant to the terms of this Agreement.

Section 5. REMEDIES.

5.1 Description of Remedies. Upon the occurrence of a default by
Borrower pursuant to the Lease which continues after the expiration of any
applicable cure period, provided Tenant is not then in default after the
expiration of any applicable cure period under the Lease or the Consent and
Agreement, Tenant may, in addition to all remedies at law or in equity or
under the Second Mortgage or Option, at its option at any time prior to the
occurrence of a "Triggering Event" (as defined in the Note Put Agreement): (i)
commence proceedings for immediate foreclosure of the Second Mortgage, (ii)
avail itself of any other relief to which Tenant may be legally or equitably
entitled under this Agreement, (iii) specifically enforce Borrower's
obligations to complete the work or (iv) exercise any one or more remedies
under the Second Mortgage.

5.2 License and Assignment of Contracts, Permits and Related Rights. If
Borrower shall fail to perform any of its obligations specified in the Lease,
provided Tenant is not then in default under the Lease or the Consent and
Agreement after the expiration of any applicable cure period and a Triggering
Event shall not have occurred, Borrower, subject to the security interests in
the Licensed Items (as defined below) granted by Borrower to Lender, hereby
grants the following license and assigns the following contracts, permits,
licenses and related rights to Tenant:

(a) An irrevocable license to enter upon the Land , the [Shopping
Center,] and Improvements and to use all personal property thereon owned by
Borrower or used in connection with the operation of the Land and Improvements;
to take over and perform or have performed any and all work and labor
reasonably necessary to complete the Improvements associated therewith
substantially according to the Approved Drawings and Specifications,
respectively; to employ watchmen to protect the Land and Improvements from
injury, and to charge the cost thereof, including a reasonable sum for
supervision and management, against Borrower, which cost shall be deemed to
have been paid to Borrower and the repayment of which, in addition to all other
sums paid out or advanced by Tenant, shall be secured by the Second Mortgage.

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(b) All of Borrower's right, title and interest in contracts
(including but not limited to Construction Contracts and the Architectural
Contract), Approved Drawings and Specifications, permits, licenses, bonds and
related items relating to the construction of the Improvements ("Contract
Documents"). This License and assignment shall not, in the absence of
affirmative ratification of such Contract Documents by Tenant, be deemed to
impose upon Tenant any of the Borrower's existing and unsatisfied obligations
under any such Contract Documents; provided, however, the exercise by Tenant of
its rights under this License shall constitute an assumption by Tenant of the
obligations of Borrower (and, if Lender forecloses upon any of the Licensed
Items (as defined in Section 6) and Tenant exercises its rights pursuant to the
license provided in Section 6, the obligations of Lender pursuant to the
Contract Documents with respect to any existing or unsatisfied monetary
obligations under such Contract Documents, and any other obligations accruing
or incurred from and after Tennant's exercise of its rights.

5.3 Power of Attorney. Borrower hereby constitutes and appoints Tenant
its true and lawful attorney-in-fact, with full power of substitution, in the
premises, in the circumstances set forth in Section 5.2, pursuant to the terms
of this Agreement to complete the Improvements in the name of Borrower;
provided, however, Borrower shall still be deemed to be the fee owner of the
Improvements associated therewith. Borrower hereby empowers such attorney as
follows:

(i) To use any funds of Borrower, including any funds in the Escrow
Account which may remain undisbursed hereunder, for the purpose of completing
the Improvements;

(ii) To make such additions, changes and corrections in the Approved
Drawings and Specifications to the same extent as Borrower is entitled to do so
pursuant to Section 3.2 of this Agreement;

(iii) To employ such contractors, subcontractors, agents, architects and
inspectors as shall be required to complete the Improvements;

(iv) To pay, settle or compromise all existing bills and claims which may
be liens against the Land, Improvements or for clearance of title;

(v) To execute all applications and certificates in the name of Borrower
which may be required by any of the Contract Documents or any governmental
authority;

(vi) To prosecute and defend all actions or proceedings in connection with
the Land or the construction of the Improvements and to take such action and
require such performance as it deems necessary under any guaranty of completion
or payment; and

(vii) To do any and every act related to construction of the Improvements
which Borrower might do in its own behalf.

It is further understood and agreed that this power of attorney, which shall be
deemed to be a power coupled with an interest, cannot be revoked. Subject to
the conditions precedent set forth in this Section 5.3, Borrower hereby
authorizes Tenant to use, in accordance with this Agreement, the undisbursed
Construction Fund, such authorization to be effective upon the occurrence of an
Event of Default which continues beyond any applicable cure period.

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5.4 Additional Remedies Upon Borrower Default. Tenant shall have the
following additional remedies:

(a) The right, at Tenant's sole option if Borrower shall fail to
perform any of its obligations pursuant to the Lease which may be cured by
payment of money, to cause such payment by Escrow Agent from the undisbursed
Construction Fund, thereby curing the default. If the payment of any such sums
results or may, in Tenant's good faith determination, result in the reduction
of the undisbursed Construction Fund below that required to complete
construction of the Improvements in accordance with the Approved Drawings and
Specifications and, and pay for any other Construction Costs contemplated
hereunder, then the amount which Tenant determines in good faith to be
necessary to provide for such completion shall be deposited by Borrower with
Escrow Agent within five (5) days after written demand by Tenant.

(b) The right, upon delivery to Escrow Agent of certification from
Tenant that Borrower has failed to perform any of its obligations pursuant to
the Lease beyond any applicable cure period, without any further requirements,
to direct Escrow Agent to disburse the balance of the Construction Fund
pursuant to this Agreement without Borrower's consent.

5.5 Disputes Endangering Completion. Where disputes have arisen which,
in the reasonable opinion of Tenant, may endanger timely completion of the
Improvements and the Site Work associated therewith or fulfillment of any
condition precedent or covenant herein, Tenant may direct Escrow Agent to
advance funds for the account of Borrower without prejudice to Borrower's
rights, if any, to dispute such payment and if successful recover such funds
from the party to whom paid. Any agreement or agreements entered into in
connection with such advances may take the form which Tenant, in its sole and
absolute discretion, deems proper, including but without limiting the
generality of the foregoing, agreements to indemnify a title insurer against
possible assertion of lien claims, and agreements to pay disputed amounts to
contractors in the event Borrower is unable or unwilling to pay the same and
the like. All sums as paid by Escrow Agent or agreed to be paid pursuant to
such undertaking shall be for the account of Borrower, and Borrower agrees to
reimburse Tenant for any such payments made upon demand therefor with interest
at the Default Rate, as defined in the Second Mortgage, until the date of
reimbursement. Such advances shall be secured by the Second Mortgage.

5.6 Effect of this Agreement on Kmart and Tenant. Nothing contained in
this Agreement shall be construed as a waiver or limitation of any claim of
Kmart or Tenant against Borrower for the nonpayment of any sums owing to Kmart
or Tenant under any agreement with Borrower or be construed to relieve Borrower
of any of its obligations to Kmart or Tenant under any agreement.

5.7 Separate Remedies of Kmart. As security for its performance under
the Lease and the Note Put Agreement, Tenant has

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assigned to Kmart as collateral Tenant's rights under this Agreement, the
Second Mortgage and its Option pursuant to the terms of the Collateral
Assignment of Tenant Security Documents of even date herewith ("Collateral
Assignment"). If a default shall exist and continue under the Collateral
Assignment without cure beyond any applicable cure period provided for therein,
Kmart shall notify Escrow Agent and [Construction Monitor] of such default and
all rights and obligations of the Tenant under this Agreement shall inure to
the benefit and become the obligations of Kmart, and [Construction Monitor],
Escrow Agent and Lender shall recognize Kmart as the "Tenant" hereunder upon
receipt of such notice.

5.8 Tenant's Option to Purchase the Land. For so long as Borrower is not
in default, after expiration of any applicable cure periods, of any of its
obligations to complete any portion of the Project as required and within the
time specified in the Lease, Tenant will not exercise, nor permit to be
exercised, the separate Option. After Substantial Completion of Construction
as required by the Lease, provided Borrower is not in default after expiration
of any applicable cure periods of any of its obligations under the Lease,
within fifteen (15) days of a request by Borrower, Tenant shall execute an
agreement in form satisfactory to Borrower to terminate all option rights under
the Option in the event the Option has not terminated by its terms thereunder.
Upon the exercise of such Option, Tenant shall assume Borrower's obligations to
Lender, which shall include, but not be limited to, completion of the
Improvements in accordance with the Approved Drawings and Specifications.

5.9 No Liability of Tenant or Kmart to Borrower. In the event Tenant or
Kmart elects to exercise any of the rights granted to them pursuant to this
Agreement, Kmart and Tenant may exercise such rights without liability to
Borrower therefor. Borrower, on behalf of itself, its agents, officers,
partners and employees hereby expressly waives any and all claims and causes of
action, including attorneys' fees and expenses, it may have against Tenant or
Kmart which may hereafter result from the exercise of any rights granted to
Tenant and Kmart hereunder.

Section 6. CONSENT OF LENDER; LICENSE BY LENDER. If Borrower shall fail to
perform any of its obligations pursuant to the Lease or in any of the Contract
Documents, provided that Tenant and Kmart are not then in default which default
continues after expiration of any applicable cure period under the Lease, the
Lease Guaranty, the Note Put Agreement or the Consent and Agreement, then
Lender hereby (i) consents to the Borrower's license pursuant to Section 5.2,
and (ii) grants to Tenant a license to use any and all of the rights which
Lender would be entitled to exercise upon a foreclosure of Lender's security
interest in and to each of the items, funds and rights subject to the license
granted by Borrower pursuant to Section 5.2 hereof (collectively, "Licensed
Items"). The license granted herein by Lender in favor of Tenant may be
revoked at any time with respect to Tenant upon the occurrence of any default
by Tenant under the Lease, the Note Put Agreement or the Consent and

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Agreement, and, with respect to Kmart, upon the occurrence of any
default by Kmart under the Lease Guaranty, the Note Put Agreement or the
Consent and Agreement which continues after the expiration of any applicable
cure period. Tenant and Kmart each acknowledge that the license consented to
herein by Lender shall not impair the perfection or priority of the security
interests granted by Borrower to Lender and that such license is granted by
Lender subject to the condition that Tenant or Kmart, as applicable, shall
deliver to Lender the items set forth in "Exhibit 6" attached hereto and
incorporated herein by reference (which Tenant and Kmart shall deliver to
Lender, subject to the provisions of the following sentence) upon completion of
the Improvements. Notwithstanding the foregoing, failure by Tenant or Kmart to
deliver to Lender the items set forth in Exhibit 6 shall not constitute Failure
of Completion pursuant to the terms of the Note Put Agreement. Tenant or
Kmart, as applicable, shall discharge and release the Second Mortgage on the
third anniversary of the date hereof, provided Borrower is not then in default,
and, if such default is cured by Borrower, immediately after such cure.

Section 7. WAIVER. Kmart or Tenant may waive any requirement herein other
than Lender's rights pursuant to Sections 5 and 6. No delay or omission by
Kmart or Tenant in exercising any right, power or remedy hereunder and no
indulgence given to Borrower or to any other party with respect to any
conditions set forth herein shall impair any right, power or remedy of Kmart
and Tenant under this Agreement or be construed as Kmart's and Tenant's waiver
of or acquiescence in any Event of Default. Likewise, no such delay, omission
or indulgence by Kmart or Tenant shall be construed as a variation or waiver of
any of the terms, conditions or provision of this Agreement. No purported
waiver of any requirement or Event of Default shall be effective unless it is
written and signed by an authorized representative of Kmart and Tenant. No
waiver by Kmart or Tenant of any requirement or Event of Default shall
constitute a waiver of any other prior or subsequent requirement or Event of
Default or of the same requirement or Event of Default after notice to Borrower
demanding strict performance. No single or partial exercise of any right,
power or remedy shall preclude any other or further exercise thereof or of any
other right, power or remedy. All rights, powers and remedies existing under
this Agreement, the Lease, the Option and the Second Mortgage are in addition
to and not exclusive of any rights, powers or remedies otherwise available.
Kmart and Tenant shall not be estopped to take or from taking any action with
respect to any Event of Default because of any delay by Kmart and Tenant in
giving notice of such Event of Default or exercising any remedy based thereon.

Section 8. ACTION UPON AGREEMENT; ENTIRE AGREEMENT; AGREEMENT FOR KMART'S
AND BORROWER'S BENEFIT. This Agreement is made for the sole protection and
benefit of Kmart, Tenant, Borrower, [Construction Monitor,] and Escrow Agent
and, to the extent any provision hereof is for the benefit of Lender, Lender
and no other person or persons shall have any right of action hereon. Borrower
may not assign, sell or otherwise transfer any of its rights under this
Agreement and any such purported assignment, sale or transfer shall be void,
except for an assignment or pledge by Borrower to Lender pursuant to any
documents required by the Loan Agreement including, without limitation, the
Assignment of Rights under Construction Fund Disbursement Agreement dated as of
the date hereof. It is expressly intended that no general contractor,
architect,

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subcontractor, laborer or materialman shall be a third party beneficiary of
this Agreement. This Agreement embodies the entire agreement of the parties in
relation to the subject matter hereof. There are no prior or contemporaneous
representations, promises, warranties, understandings or agreements, expressed
or implied, oral or otherwise, in relation to the subject matter of this
Agreement, except those expressly referred to or set forth herein and the
Consultant Agreement referenced in Section 2.3(d) of this Agreement. Borrower
acknowledges that the execution and delivery of this Agreement is its free and
voluntary act and deed, and that the execution and delivery have not been
induced by, nor done in reliance upon, any representations, promises,
warranties, understandings or agreements made by Kmart or Tenant, its agents,
officers, employees or representatives other than those set forth herein. No
promise, warranty, understanding or agreement made subsequent to the execution
and delivery hereof by any party hereto, and no revocation, partial or
otherwise, or change, amendment, addition, alteration or modification of this
Agreement shall be valid unless the same be in writing signed by all the
parties hereto or by their duly authorized agents.

Section 9. GENERAL.

9.1 Time of Essence. Time and the exactitude of each of the terms,
conditions and provisions herein are expressly made of the essence of this
Agreement.

9.2 Governing Effect. This Agreement is not intended to supersede the
provisions of the Second Mortgage but shall be construed as supplemental
thereto. In the event of any inconsistency between the provisions hereof
and/or the Second Mortgage, it is intended and agreed that this Agreement shall
control on all matters other than the creation, perfection and priority of the
security interests and liens granted thereby or other than as expressly
provided otherwise in the Second Mortgage.

9.3 Notices. All notices, requests, demands or other communications
hereunder (unless expressly provided otherwise therein) shall be in writing and
shall be addressed, in the case of Borrower, to ________________________; in
the case of [Construction Monitor], ___________________________, Attention:
_______________; in the case of Kmart, to Kmart Corporation, 3100 West Big
Beaver Road, Troy, Michigan 48084-3163, Attention: Vice President-Real Estate;
in the case of Escrow Agent, to __________________________________, Attention:
____________; and in the case of Tenant, to _____________________,
Attention: _____________________________________; in the case of Lender, to
40 North Central Avenue, Suite 2700, Phoenix, Arizona 85004, Attention: Norman
C. Storey; in the case of Trustee (as defined in Section 9.8), which shall
receive copies of all communications hereunder, to c\o U.S. Trust Company of
California, N. A., Suite 2700, 555 Flower Street, Los Angeles, California
90071, Attention: Corporate Trust Department; or to such other address as any
party may designate in writing. All notices hereunder shall be effective upon
delivery, if delivered in person, if sent by overnight courier, such as Federal
Express or

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Airborne or if sent by certified or registered mail (return receipt requested),
postage prepaid except that notices of change of address shall be effective ten
(10) days after the effective date of all other notices hereunder. The date of
notice shall be the date of receipt of the notice or the date of attempted
delivery of the notice by the overnight courier service or the U.S. Postal
Service to the addressee or its agent.

9.4 Tenant as Borrower's Agent. Borrower irrevocably appoints,
designates and authorizes Tenant as its agent (such agency being coupled with
an interest) in the event Borrower fails to timely do so to file for record any
notices of completion, cessation of labor or any other notice that Tenant deems
necessary or desirable to protect its interest under the Lease, Option, Second
Mortgage or hereunder.

9.5 Escrow Instructions. The provisions hereof shall constitute joint
escrow instructions from Kmart, Tenant and Borrower to Escrow Agent, provided,
however, that the parties may supplement these escrow instructions, provided
such supplement is in writing and signed by the parties. The parties shall
also execute such additional instructions as requested by Escrow Agent not
inconsistent with the provisions hereof.

9.6 Section Heading. Section headings are not to be considered a part of
this Agreement and are included solely for convenience of reference and are not
intended to be full or accurate descriptions of the contents hereof.

9.7 Applicable Law. This Agreement shall be construed and enforced under
the laws of the state in which the Project is located without giving effect to
the choice of law principles thereof.

9.8 Assignment and Consent. Tenant acknowledges that Borrower has
assigned for security purposes its rights under this Agreement to Lender as a
material inducement to Lender to make the Loan and hereby further acknowledges
and consents to the sale, conveyance, transfer and absolute assignment by
Lender of such rights to United States Trust Company of New York ("Trustee"),
pursuant to that certain [Collateral] Trust Agreement dated as of the date here
of. The foregoing assignments are subject to the provisions of Sections 5
and 6.

9.9 Severability. Should any provision of this Agreement for any reason
be declared unenforceable by a court of competent jurisdiction (sustained on
appeal, if any), such unenforceability shall not affect the enforceability of
any other provision hereof or thereof, all of which shall remain in force and
effect as if this Agreement had been executed with theun enforceable provision
thereof eliminated and it is hereby declared the intention of the parties
hereto that they would have executed the remaining provision of this Agreement
without including therein any such part, parts or portion which may for any
reason be hereafter

15
<PAGE> 16
declared unenforceable, provided that, if any provision of this Agreement shall
be unenforceable by reason of a final judgment of a court of competent
jurisdiction based upon a court's ruling (sustained on appeal, if any) that
such provision is unenforceable because of the excessive degree or magnitude of
the obligation imposed thereby on any part, that unenforceable obligation shall
be reduced in magnitude or degree by the minimum degree or magnitude necessary
in order to permit the provision to be enforceable by Kmart. In the event the
provisions of the immediately preceding sentence apply, the parties shall make
appropriate adjustment to the provisions of this Agreement to give effect to
the benefits intended to be conferred upon the parties hereby.

9.10 Limitation of Liability. The provisions of Section 11.1 of the Loan
Agreement shall apply to any and all representations and covenants made by
Borrower in connection with any advances of the Construction Fund made pursuant
to this Agreement.

9.11 Counterparts. This Agreement may be executed in one or more
counterparts and shall become effective when one or more counterparts have been
signed by all of the parties; each counterpart shall be deemed an original, but
all counterparts shall constitute a single instrument.

[Section 10. CONSTRUCTION MONITOR.

10.1 Limitation of Liability. Nothing in this Agreement shall be deemed
to require, authorize or permit [Construction Monitor] to perform any act which
would constitute design services, or the practice of architecture,
professional engineering, certified public accounting or law. [Construction
Monitor] is acting in a consulting capacity only for the Tenant and Kmart, and
nothing in this Agreement shall be construed as imposing any duty on the part
of [Construction Monitor] to supervise, administer, coordinate or in any way be
responsible for the work performed by or on behalf of the Architect, General
Contractor, Subcontractors, or any other person performing work on the site.

10.2 Rights of Others. Nothing contained in this Agreement shall be
deemed to create a contractual relationship with or a cause of action in favor
of any third party, the Borrower or Escrow Agent against Construction
Monitor.]

Section [11]. ESCROW AGENT.

[11].1 Limitation of Liability. Escrow Agent shall not be liable under
this Agreement for any loss or damage resulting from the following:

(a) Any defects or conditions of title to any property, except those
resulting from its own default under this Agreement, its own wrongful acts, or
insured against by title insurance policy of ___________ Title Insurance
Company which is issued or to be issued. No title insurance liability is
created by this Agreement;

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<PAGE> 17
(b) Any defects in the property purchased, obligations of rights of
any tenants or other party in possession, the surrender of possession, or any
misrepresentations made by any other party;

(d) Any default, error, action or omission of any other party;

(e) The expiration of any time limit or other delay, unless such
time limit was known by Escrow Agent, and such loss is solely caused by failure
of Escrow Agent to proceed either as required under this Agreement or otherwise
in the ordinary course of business;

(f) Any loss or impairment of funds deposited in escrow in the
course of collection or while on deposit with an institution permissible
pursuant to the Eligible Investments requirements of the Loan Agreement
resulting from failure, insolvency or suspension of such institution;

(g) Escrow Agent complying with any and all legal process, writs,
orders, judgments and decrees of any court of competent jurisdiction, and
whether or not subsequently vacated, modified, set aside or reversed;

(h) Escrow Agent asserting or failing to assert any cause of action
or defense in any judicial, administrative or other proceeding either in the
interest of itself or any other party or parties.

Notwithstanding the foregoing limitation of liability pursuant to this
Agreement, Escrow Agent shall be liable to any insured who is also a party to
this Agreement pursuant to the terms of title insurance policies issued by
Escrow Agent to any insured for defects or conditions of the insureds right,
title and interest in the property insured by such policies.

[11].2 Interpleader. Escrow Agent shall be fully indemnified by the
parties hereto for all its expenses, costs, and reasonable attorney's fees
accrued in connection with any interpleader or action which Escrow Agent may
file, in its sole discretion, to resolve any dispute as to the Borrower or
which may be filed against the Escrow Agent.

[11].3 Fees and Expenses. If Escrow Agent is made a party to a judicial,
non-judicial or administration action, hearing or process based on acts of any
of the other parties hereto and not on the malfeasance and/or negligence of
Escrow Agent in performing its duties hereunder, the expenses, costs and
reasonable attorney's fees incurred by Escrow Agent in responding to such
action, hearing or process shall be paid by the party/parties whose alleged
acts

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<PAGE> 18
are the basis for such proceedings and such party/parties shall indemnify, save
and hold Escrow Agent harmless from said expenses, costs and fees so incurred.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

, a
-------------------------------------------
limited [partnership] [liability
-----------
company]

By: , [a
-----------------------------------------
corporation, its
--------------
sole General Partner

By:
--------------------------------------------
Its:
----------------------------------------]
(BORROWER)]

KMART CORPORATION, a Michigan corporation

By:
--------------------------------------------
Its:
----------------------------------------

, a
--------------------------------------------
corporation
----------

By:
--------------------------------------------
Its:
----------------------------------------
(ESCROW AGENT)

, a
--------------------------------------------
corporation
----------

By:
--------------------------------------------
Its:
----------------------------------------

(TENANT)

18
<PAGE> 19

[_____________________________________________, a
___________corporation

By:
--------------------------------------------
Its:
----------------------------------------
(CONSTRUCTION MONITOR)]

NATIONAL TENANT FINANCE
CORPORATION, a Delaware
corporation

By:
--------------------------------------------
Its:
----------------------------------------

(LENDER) (solely with
respect to Section 6)

19
<PAGE> 20
EXHIBITS TO
CONSTRUCTION FUND DISBURSEMENT AGREEMENT

Exhibit 1.2A Additional Defined Terms

Exhibit 2.1A Investment of Escrow Funds Form

Exhibit 2.1B Closing Statement

Exhibit 2.1C Definition of Eligible Investments

Exhibit 2.2 Cost Budget

Exhibit 2.3A Draw Request

Exhibit 2.3B Lien Waivers (partial and full), supporting invoices

Exhibit 6 Deliveries Upon Completion of Construction

<PAGE> 1
EXHIBIT 4.13

CONSTRUCTION FUND DISBURSEMENT AGREEMENT
(COMMON AREA)

BY THIS AGREEMENT ("Agreement") made and entered into as of the ___ day
of ___________, 199_, by ___________________________ ("Borrower"), a __________
limited [partnership] [liability company], KMART CORPORATION ("Kmart"), a
Michigan corporation, __________________ ("Escrow Agent" or "Agent"), a
____________ corporation, ________________ ("__________"), a ________
corporation, _________________ ("_________"), a _________ corporation
(individually, "Tenant" and collectively, "Tenants"), _____________________
("Construction Monitor"), a ___________ corporation acting in its capacity as
agent for Tenants, and NATIONAL TENANT FINANCE CORPORATION ("Lender"), a
Delaware corporation (Lender is made a party hereto solely for the purpose set
forth in Section 7), Borrower, Kmart, Escrow Agent, Tenants, Construction
Monitor and Lender agree as follows:

Section 1. RECITALS.

1.1 The Transaction. Borrower and Lender have entered into a Loan
Agreement ("Loan Agreement") dated as of even date herewith, pursuant to which
Lender has agreed to provide a Loan for the acquisition of certain real
property and the construction on such real property ("Property") in accordance
with certain plans described in Article 10 of each of the Leases of certain
improvements comprising common area relating to the Common Area in connection
with the development of retail store facilities which will be financed through
Lender ("Common Area") pursuant to the Loan Agreement. Kmart has executed and
delivered those certain Lease Guaranties dated as of even date herewith of the
Leases dated as of even date herewith (individually, "Lease" and collectively,
"Leases") entered into by Tenants. To secure certain of Borrower's obligations
under the Leases, Borrower has as of the date hereof granted to each Tenant a
Second Mortgage, Security Agreement and Assignment of Rents ("Second Mortgage")
and an Option to Purchase Real Estate ("Option") covering the portion of the
Common Area demised to each Tenant pursuant to its respective Lease. Pursuant
to each of the Leases, the Annual Rental provided for therein will commence on
the Rental Commencement Date, whether or not the Common Area is completed,
whether the Tenants take occupancy and whether the Tenants accept the
Improvements as constructed. Pursuant to the Loan Agreement, the Loan Amount
shall be disbursed in a single advance, a portion of which shall be disbursed
to Escrow Agent, subject to the terms and conditions of this Agreement. In
order to provide assurance to Kmart and the Tenants that the Improvements and
the Site Work and Common Area located on the Land will be developed in a timely
manner in accordance with the Approved Site Improvement Drawings and
Specifications, Borrower, Kmart, Tenants, Construction Monitor and Escrow Agent
have agreed to certain procedures regarding the disbursement of the portion of
the Loan Amount held by Escrow Agent hereunder, and in addition, Borrower,
Kmart and Tenants have agreed to certain

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<PAGE> 2
remedies in favor of Kmart and Tenants in the event of a default by Borrower
under the Leases, any Construction Fund Disbursement Agreement (Improvements),
or the terms of this Agreement (individually or collectively, "Event of
Default"), in the event such procedures are not followed.

1.2 Terms; Governing Document. All capitalized terms used herein,
unless otherwise expressly provided, shall have the meaning set forth in the
Leases or in Exhibit "1.2A" attached hereto and incorporated herein by
reference. In the event of any conflict between the terms and provisions of
this Agreement and the Leases, the terms and conditions of the Leases shall
govern and prevail; provided, however, with respect to a conflict involving
Escrow Agent or Construction Monitor this Agreement shall prevail.

Section 2. DISBURSEMENTS.

2.1 Common Area. On or before the Closing Date, Borrower shall
submit to Escrow Agent an executed original of Form W-9 and an executed
original of the Investment of Escrow Funds Instruction attached hereto as
Exhibit "2.1A" and incorporated herein by reference (and any other
documentation reasonably required by the Escrow Agent). On the Closing Date,
the portion of the Loan Amount designated "Construction Fund-Common Area" on
the Closing Statement attached as Exhibit "2.1B") ("Common Area") shall be
wire transferred by or on behalf of Borrower into an interest bearing
segregated account ("Escrow Account") at__________________________ ("Escrow
Bank"), or such other bank designated by Borrower and approved by Tenants,
receipt of which will be acknowledged by Escrow Agent in writing to Tenants and
Borrower upon confirmation of the wire transfer, subject to the terms and
conditions of this Agreement and the Pledge Agreement provided for in the Loan
Agreement; provided, however, neither Escrow Agent, Kmart nor Tenants shall
have any obligations under the Pledge Agreement. The Common Area shall be
deposited in the Escrow Account, segregated from the funds of Escrow Agent and
invested by the Escrow Agent in Eligible Investments as defined in Exhibit
"2.1C", and such funds shall initially be invested in accordance with
subsection __ of Exhibit "2.1C" subject to the rights of Kmart and Tenants
pursuant to this Agreement in an Event of Default. Borrower has designated and
Tenants, Kmart and Escrow Agent hereby approve Escrow Bank as a depository.

2.2 Construction Disbursements. Subject to compliance by Borrower
with the terms and conditions of this Agreement, Escrow Agent shall disburse
the Common Area as follows:

(a) The Common Area shall be used to cover all costs associated
with the construction of the Common Area ("Construction Costs") as set forth in
the Cost Budget for the Common Area and designated Construction Fund - Common
Area in the Cost Budget, a copy of the Cost Budget is attached hereto and
ated herein as Exhibit "2.2", and which is hereby approved by Borrower and
Tenants. Payments for the Construction Costs will be made pursuant to requests
for disbursements in the

2
<PAGE> 3
form required by Section 2.3(a) which shall be reviewed and approved by
Construction Monitor and Tenants. The review and approval of Requests (as
hereinafter defined) shall be subject to monitoring of the progress of and
inspection of the Construction by the Construction Monitor and the Tenants and
receipt by Construction Monitor and Tenants of the documentation required by
this Agreement.

(b) As construction of the Common Area progresses,
disbursements shall be made on a percentage of completion basis (subject to
the Retainage as defined in subsection (d) below) to the extent the Common Area
is constructed, with labor performed and materials and equipment supplied in
accordance with the Approved Site Improvement Drawings and Specifications.
Payments will be made for such materials, fixtures and equipment delivered to
the Common Area only where title has unconditionally vested in Borrower and
such materials, fixtures and equipment have been adequately safeguarded from
theft and destruction and properly insured against such occurrences. For
purposes of computing the progressive percentage of completion, the Common Area
is divided into individual line items of construction cost categories, with the
Common Area costs allocated to materials, fixtures and equipment have
construction of the Common Area as set forth in the Cost Budget.

(c) On the _________ (__) Business Day after the receipt of the
Request (as hereinafter defined), Tenants shall (i) authorize payment of the
Request subject to any correction(s) or mediations required by any Disapproval
Notice(s) (as hereinafter defined in Section 2.4), and (ii) provide the
notification required by the Escrow Agent in order to fund the Request to the
extent so authorized.

(d) An amount equal to ten percent (10%) of all Construction
Cost items ("Retainage") shall be retained from the amount requested in each
Request. The Retainage and Developer's Profit specified in the Cost Budget
shall be disbursed as provided below.

2.3 Requests for Disbursements. Borrower shall be entitled to
request disbursements monthly by delivering the following described items to
Construction Monitor and one copy to each of the Tenants (and to Lender, upon
receipt of a written request therefor) in form and substance acceptable to the
Tenants together with such other documents as may be requested by Tenants or
the Construction Monitor (collectively, "Request"):

(a) On or before the 25th day of each calendar month, Borrower
shall submit a written draw request in the form attached hereto as Exhibit
"2.3A" and incorporated herein by this reference to the Construction Monitor
and the Tenants setting forth such details concerning construction of the
Common Area as Construction Monitor and Tenants shall require, including the
Construction Costs expended to the date of the Request and the amounts then due
and unpaid on account of such construction. The Request shall be signed by the
general contractor. The Request

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<PAGE> 4
shall also include a written certificate and warranty signed by Borrower
detailing and itemizing the percentage of completion of each Construction Cost
line item (completed in the manner described above) as to the Common Area since
the last Request submitted to Construction Monitor, and warranting that (i) the
balance of the Common Area (excluding the Retainage from prior disbursements)
which would remain after the requested disbursement is made constitutes not
less than 100% of the expected cost of the uncompleted portion of the Common
Area including the Retainage relating thereto, (ii) all work performed to date
is in accordance with the Approved Site Improvement Drawings and
Specifications, and (iii) the Common Area as completed to date does not, and,
if completed in accordance with the Approved Site Improvement Drawings and
Specifications, will not, violate any law, ordinance, rule or regulation. The
Request shall warrant that no mechanic's or materialmen's liens are currently
existing against Borrower or the Common Area, that all governmental licenses
and permits for the applicable stages of construction, including approvals and
temporary certificates of occupancy, have been obtained and will be exhibited
to Tenants upon request, and that there is no Event of Default.

(b) Each monthly request submitted in accordance with Section
2.3(a) shall have attached thereto the following:

(i) supporting invoices, paid statements and lien waivers,
in the form attached hereto as Exhibit "2.3B", for work accomplished and
previously paid for or for materials delivered and previously paid for,
building permits and such certifications by Borrower of the reasonableness and
appropriateness of the Construction Costs as may be reasonably requested by
Construction Monitor, Tenants or Escrow Agent; and

(ii) a date down endorsement, issued by the Title
Insurance Company, insuring as of the date of such endorsement with respect to
all prior draws against mechanics' and materialmen's liens, in form and content
satisfactory to the Tenants and paid for by Borrower which endorsement may show
in addition to the Permitted Exceptions any of the Second Mortgages and Options
as title exceptions on the Property but shall not show any other title
exceptions not approved by Tenants unless permitted under the Leases.

The Construction Monitor shall verify to the Tenants (in
the monthly monitoring report to be submitted to the Tenants pursuant to the
Consultant Agreement executed by the Tenants and the Construction Monitor
contemporaneously herewith) that the required documents have been attached to
the Request.

2.4 Approval of Request.

(a) Tenants shall inspect the work completed and/or cause an
inspection of the work completed to be conducted by an architect, engineer or
other construction management or inspection professional to verify the
statements contained in the Request and

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<PAGE> 5
the statements contained in the supporting documents. Within ________ (__)
Business Days of receipt of the required documents, Tenants shall make any
inquiries they deem prudent and express any objection they may have with regard
to the Request and shall approve or disapprove any line item in the Request
which they reasonably determine is not correct or payable in accordance with
the Cost Budget. The approval or disapproval shall be communicated to the
Construction Monitor by Tenants _____ (__) Business Days after receipt of the
Request, and in such notice Tenants shall specify the line item(s) disapproved
and the reasons therefor ("Disapproval Notice"). If Tenants fail to approve
or disapprove the Request by the _____ (__) Business Day after receipt of the
Request, the Request shall be deemed approved by the Tenants.

(b) In the event any Tenant disapproves any line item in the
Request and the Construction Monitor reasonably determines that failure to pay
such amount may delay or otherwise adversely affect the completion of
construction of the Common Area, the Construction Monitor will use good faith
efforts to mediate any dispute that may exist as to the disapproved line item,
or the Construction Monitor may direct the Tenants to undertake the resolution
of such dispute with the Contractor or subcontractor.

(c) In the event that Lead Tenant (as hereinafter defined in
Section 5.2) elects to complete construction of the Common Area pursuant to the
terms of this Agreement, then Lead Tenant may submit the Request and receive
disbursement from the Escrow Account pursuant to the procedures described
herein. Lead Tenant shall also be entitled to receive that portion of the
Developer's Profit attributable to that portion of the work completed by Lead
Tenant upon satisfaction of the requirements set forth in Section 2.8.

(d) In addition, in the event that Lead Tenant avails itself of
the self help remedies to complete construction of the Common Area pursuant to
the terms of this Agreement, Lead Tenant shall be responsible to promptly
resolve any mechanic's liens disputes as to those items of work on the Common
Area and shall pay all sums in connection therewith from the Common Area.

2.5 Fees and Expenses of Construction Monitor and Escrow Agent. All
fees and expenses due and payable to the Construction Monitor and Escrow Agent
shall be included in the Cost Budget and shall be included in the monthly
Requests.

2.6 Manner of Disbursement.

(a) Escrow Agent may disburse draws to Borrower or its order by
wire transfer to an account designated by Borrower, or, at Tenants' election,
if there is an Event of Default which continues beyond the expiration of any
applicable cure period, Tenants may direct disbursements to be made directly to
the persons furnishing labor and/or materials or to both by joint check or

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<PAGE> 6
otherwise or by any other method Tenants shall from time to time elect.
Notwithstanding the foregoing, none of such persons or entities shall
constitute a creditor, third party or incidental beneficiary hereto, have any
right of action hereon or right to monies hereunder or otherwise be entitled to
any rights or benefits under this Agreement.

(b) Neither Tenants nor the Construction Monitor shall have an
obligation to see that the disbursements made by and to Borrower or any
designee of Borrower or pursuant to this Section 2.6 are actually used by that
party to pay for labor and materials furnished for the construction of the
Common Area. Borrower acknowledges that the payment of any designee is
Borrower's responsibility and Borrower assumes all risks in connection with any
disbursement to any such designee.

2.7 Frequency of Disbursements. Tenants may in their sole
discretion, but shall not be obligated to, direct Escrow Agent to fund advances
from the Common Area more frequently than once each calendar month.

2.8 Completion of the Common Area; Termination.

(a) Unless paid to Lead Tenant pursuant to Section 2.4(c),
Escrow Agent shall pay Borrower the Retainage and the Developer's Profit less
any amount withheld by Escrow Agent as shall be required to complete all
punchlist items relating to the Common Area as determined by Tenants and to pay
any remaining fees and expenses of the Construction Monitor and Escrow Agent
pursuant to subsection (b) below upon completion of Construction of the Common
Area [other than __________ which has been deferred for seasonal reasons]
pursuant to Article 10 of the Leases, and the transmittal to the Tenants of the
following:

(i) copies of all final inspection reports and/or
local/state compliance certificates with respect to the Common Area;

(ii) reproducible as built record drawings of the Common
Area;

(iii) the construction guaranties and warranties required
to be given to the Tenants pursuant to the Leases, this Agreement and other
standard guaranties and warranties obtained from suppliers and subcontractors;

(iv) an endorsement to each of the Tenant's leasehold
title insurance policies dated as of the date of the advance of funds to
Borrower insuring against any mechanic's or materialmen's liens for work on the
Land as of the date of such endorsement, and confirming the zoning endorsement
for completion of the Common Area;

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<PAGE> 7
(v) final and unconditional lien releases from all
suppliers, materialmen, subcontractors and the general contractor as well as
the Contractor's final affidavit; and

(vi) a written acknowledgement to the Escrow Agent by the
Tenants and the Construction Monitor (such acknowledgement not to be
unreasonably withheld or delayed) that the Borrower has Substantially Completed
the Common Area pursuant to the Leases.

(b) Upon completion of all punchlist and other incomplete items
relating to the Common Area and the payment of the cost thereof by Escrow Agent
together with any remaining fees and expenses of the Construction Monitor and
Escrow Agent, Escrow Agent shall pay to Lead Tenant any remaining amounts in
the Escrow Account and this Agreement shall thereupon be deemed terminated.

Section 3. COST CONTROLS.

3.1 Revisions of Cost Budget. Borrower may from time to time submit
to Construction Monitor and Tenants for Tenants' written approval proposed
revisions of the Cost Budget for change orders approved or deemed approved by
Tenants pursuant to Section 3.2 hereof. Any revised Cost Budget that is
approved by Tenants shall, from and after the date of written approval thereof
and until subsequently revised, constitute the Cost Budget for purposes of this
Agreement.

3.2 Changes and Change Orders.

(a) No material changes in the Approved Site Improvement
Drawings and Specifications shall be made without first being submitted to the
Construction Monitor and Tenants and approved by Tenants. Tenants shall be
entitled to give or withhold their approval of any such revisions in their sole
and absolute discretion. Without limiting the generality of Tenants' rights
under the preceding sentence, Tenants may withhold their approval if the
revisions would, in their sole and absolute discretion, materially and
adversely affect the quality or character of the Common Area. Borrower shall
not authorize, direct or permit the performance of any work pursuant to any
change order unless it shall have received the approval of the Tenants prior to
submitting such change order to the relevant contractor.

(b) Borrower will not authorize, direct or permit the
performance of any work, pursuant to any change order or enter into any change
order that would result in an extension of time for Substantial Completion of
the Improvements later than the earliest Outside Possession Date (as defined in
the respective Leases), without the Tenants' prior written approval. If any
change order would extend the time for completion of Construction beyond the
Completion Date with respect to any portion of the Common Area, prior to
submitting the change order to Tenants for their approval, Borrower will
obtain the written consent to the extension of time

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<PAGE> 8
8for such completion of Construction from any and all persons who would be
entitled to enforce any penalty or to collect any liquidated or other damages
from Borrower or from any Tenant as a result of the failure to complete the
Common Area by any date prior to the extended date for such completion provided
for in the change order. If any permits or authorizations are necessitated or
required by any governmental authorities having jurisdiction over any work
described in such change order, Borrower shall obtain all such permits and
authorizations prior to directing or permitting any such work. Borrower will
submit true and correct copies of all change orders to Tenants and the
Construction Monitor within five (5) days after Borrower's execution of the
same.

Section 4. COVENANTS OF BORROWER.

4.1 Enforcement of Construction Contracts. Borrower shall strictly
enforce the Construction Contracts (as defined below) to insure that the
Contractor and subcontractors promptly and diligently perform all of their
obligations thereunder in strict accordance with Approved Site Improvement
Drawings and Specifications and in such a manner as to preserve the security of
Lender, Kmart and Tenants in the Common Area. Tenants shall approve the
material provisions of the Construction Contract prior to the commencement of
Construction pursuant to the Construction Contracts. The Construction
Contracts shall be fixed cost guaranteed maximum contracts and shall require
the contractors to procure payment and performance bonds acceptable in form and
substance to Tenants, and Borrower shall, to the extent required, or shall, if
requested by Tenants, assign to Tenants its rights to enforce such payment and
performance bonds to complete the Common Area. No change, amendment or
modification shall be made to the Construction Contracts without the prior
written approval of Tenants. As used herein, "Construction Contracts" shall
mean collectively (i) that certain Construction Contract" relating to the
Common Area by and between the Borrower and _____________________, a _________
corporation, dated as of ________, 199_ and (ii) that certain Construction
Contract relating to the Site Work by and between the Borrower and
______________________, a _____________ corporation dated as of ______________,
199_. In addition, Borrower shall procure and maintain or cause to be procured
and maintained builder's risk insurance and general liability insurance
pursuant to the Leases. Borrower shall also procure and maintain and shall
cause its subcontractors to procure and maintain workmen's compensation
insurance as required by the statutes or regulations of the State in which the
Common Area is located.

4.2 Information Regarding Subcontractors and Labor and Material
Suppliers. Borrower shall promptly, upon any Tenant's or Construction
Monitor's request from time to time, furnish to such Tenant and Construction
Monitor a correct list of all subcontractors, suppliers or materialmen employed
or retained in connection with the construction of the Common Area. Each such
list shall show the name, address and telephone number of each such

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person, a general statement of the nature of the work to be done, the labor and
materials to be supplied and the approximate dollar value of such labor,
materials or work with respect thereto. Any Tenant and Construction Monitor
shall each have the right to telephone or otherwise communicate with the
contractor and each subcontractor and materialman to verify the facts disclosed
by such list or by any request for disbursement or for any other purpose, and
shall have the right to inspect any subcontract pursuant to which labor is
being performed or materials are being supplied, which labor or materials are
to be paid for or reimbursed from advances pursuant to the terms of this
Agreement.

Section 5. REMEDIES.

5.1 Description of Remedies. Upon the occurrence of a default by
Borrower pursuant to the Leases which continues after the expiration of any
applicable cure period, any Tenant which is not then in default after the
expiration of any applicable cure period under its respective Lease or the
Consent and Agreement may, in addition to all remedies at law or in equity or
under the Option or Second Mortgage, at its option at any time prior to the
occurrence of a "Triggering Event" (as defined in the Note Put Agreement): (i)
commence proceedings for immediate foreclosure of the Second Mortgage, (ii)
avail itself of any other relief to which Tenant may be legally or equitably
entitled under this Agreement, (iii) specifically enforce Borrower's
obligations to complete the work or (iv) exercise any one or more remedies
under the Second Mortgage. Upon an Event of Default and the expiration of any
applicable cure period, the Lead Tenant may direct the Construction Monitor to
cease approving disbursements to Borrower pursuant to this Agreement.

5.2 License and Assignment of Contracts, Permits and Related Rights.
If Borrower shall fail to perform any of its obligations specified in any of
the Leases, provided a Triggering Event shall not have occurred, after the
expiration of any applicable cure period, Borrower, subject to the security
interests in the Licensed Items (as defined below) granted by Borrower to
Lender, hereby grants the following license and assigns the following
contracts, permits, licenses and related rights to [insert name of tenant] or
any other entity selected by a majority of the Tenants ("Lead Tenant") (or any
other Tenant upon mutual agreement of the Tenants):

(a) An irrevocable license to enter upon the Property, [the
Shopping Center,] and Common Area and to use all personal property thereon
owned by Borrower or used in connection with the operation of the Common Area;
to take over and perform or have performed any and all work and labor
reasonably necessary to complete the substantially according to the Approved
Site Improvement Drawings and Specifications, respectively; to employ watchmen
to protect the Common Area from injury, and to charge the cost thereof,
including a reasonable sum for supervision and management, against Borrower,
which cost shall be

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<PAGE> 10
deemed to have been paid to Borrower [and the repayment of which, in addition
to all other sums paid out or advanced by Tenant, shall be secured by the
Second Mortgage.]

(b) All of Borrower's right, title and interest in contracts
(including but not limited to Construction Contracts), Approved Site
Improvement Drawings and Specifications, permits, licenses, bonds and related
items relating to the construction of the Common Area ("Contract Documents").
This License and assignment shall not, in the absence of affirmative
ratification of such Contract Documents by Lead Tenant, be deemed to impose
upon Lead Tenant any of the Borrower's existing and unsatisfied obligations
under any such Contract Documents; provided, however, the exercise by Lead
Tenant of its rights under this License shall constitute an assumption of the
obligations of Borrower (and, if Lender forecloses upon any of the Licensed
Items (as defined in Section 7) and Tenant exercises its rights pursuant to the
license provided in Section 7, the obligations of Lender pursuant to the
Contract Documents by Lead Tenant with respect to any existing or unsatisfied
monetary obligations under such Contract Documents, and any other obligations
accruing or incurred from and after Lead Tentant's exercise of its rights.

5.3 Power of Attorney. Borrower hereby constitutes and appoints
Lead Tenant its true and lawful attorney-in-fact, with full power of
substitution, in the premises, in the circumstances set forth in Section 5.2,
to complete the Common Area in the name of Borrower pursuant to the terms of
this Agreement; provided, however, Borrower shall still be deemed to be the fee
owner of the Common Area associated therewith. Borrower hereby empowers such
attorney as follows:

(i) To use any funds of Borrower, including any funds in the
Escrow Account which may remain undisbursed hereunder, for the purpose of
completing the Common Area;

(ii) To make such additions, changes and corrections in the
Approved Site Improvement Drawings and Specifications to the same extent as
Borrower is entitled to do so pursuant to Section 3.2 of this Agreement;

(iii) To employ such contractors, subcontractors, agents,
architects and inspectors as shall be required to complete the Common Area;

(iv) To pay, settle or compromise all existing bills and claims
which may be liens against the Property and Common Area or for clearance of
title;

(v) To execute all applications and certificates in the name of
Borrower which may be required by any of the Contract Documents or any
governmental authority;

(vi) To prosecute and defend all actions or proceedings in
connection with the construction of the Common Area and to take such action and
require such performance as it deems necessary under any guaranty of completion
or payment; and

(vii) To do any and every act related to construction of the
Common Area which Borrower might do in its own behalf.

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<PAGE> 11
It is further understood and agreed that this power of attorney, which shall be
deemed to be a power coupled with an interest, cannot be revoked. Subject to
the conditions precedent set forth in this Section 5.3, Borrower hereby
authorizes Lead Tenant to use, in accordance with this Agreement, the
undisbursed Common Area, such authorization to be effective upon the
occurrence of an Event of Default which continues beyond any applicable cure
period.

5.4 Additional Remedies Upon Borrower Default. Tenants shall have
the following additional remedies:

(a) The right, at Tenants' sole option if Borrower shall fail
to perform any of its obligations pursuant to the Leases which may be cured by
payment of money, to cause such payment by Escrow Agent from the undisbursed
Common Area, thereby curing the default. If the payment of any such sums
results or may, in Tenants' good faith determination, result in the reduction
of the undisbursed Common Area below that required to complete construction of
the Common Area in accordance with the Approved Site Improvement Drawings and
Specifications and pay for any other Construction Costs contemplated hereunder,
then the amount which Tenants determine in good faith to be necessary to
provide for such completion shall be deposited by Borrower with Escrow Agent
within five (5) days after written demand by Tenants.

(b) The right, upon delivery to Escrow Agent of certification
from Tenants that Borrower has failed to perform any of its obligations
pursuant to the Leases beyond any applicable cure period, without any further
requirements, to direct Escrow Agent to disburse the balance of the Common
Area pursuant to this Agreement without Borrower's consent.

(c) The right upon Tenants' election to demand and receive from
Escrow Agent as escrow agent pursuant to each Tenant's Construction Fund
Disbursement Agreement-Improvements, subject and subordinate to the rights of
the Tenant which is a party to such Construction Fund Disbursement Agreement-
Improvements, an amount of the Developer's Profit held pursuant thereto equal
to the amount of any shortfall between the Common Area held pursuant to this
Agreement and the amount necessary to complete the Common Area pursuant to
this Agreement. After expending all of the Common Area and the Developer's
Profit, the Tenants shall each contribute to any then remaining shortfall an
amount equal to the product derived by multiplying the then remaining amount of
such shortfall by a fraction, the numerator of which is the number of square
feet of rentable space within the Improvements of Tenant's Demised Premises and
the denominator of which is the aggregate number of square feet of such
rentable space of all of the Tenants.

5.5 Disputes Endangering Completion. Where disputes have arisen
which, in the reasonable opinion of Tenants, may endanger timely completion of
the Common Area associated therewith or fulfillment of any condition precedent
or covenant herein,

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<PAGE> 12
Tenants may direct Escrow Agent to advance funds for the account of Borrower
without prejudice to Borrower's rights, if any, to dispute such payment and if
successful recover such funds from the party to whom paid. Any agreement or
agreements entered into in connection with such advances may take the form
which Tenants, in their sole and absolute discretion, deem proper, including
but without limiting the generality of the foregoing, agreements to indemnify a
title insurer against possible assertion of lien claims, and agreements to pay
disputed amounts to contractors in the event Borrower is unable or unwilling to
pay the same and the like. All sums as paid by Escrow Agent or agreed to be
paid pursuant to such undertaking shall be for the account of Borrower, and
Borrower agrees to reimburse Tenants for any such payments made upon demand
therefor with interest at the Default Rate, as defined in each of the Second
Mortgages, until date of reimbursement. Such advances shall be secured by each
of the Second Mortgages to the extent applicable to each Tenant's proportionate
share of any advance hereunder.

5.6 Effect of this Agreement on Kmart and Tenants. Nothing
contained in this Agreement shall be construed as a waiver or limitation of any
claim of Kmart or Tenants against Borrower for the nonpayment of any sums owing
to Kmart or Tenants under any agreement with Borrower or be construed to
relieve Borrower of any of its obligations to Kmart or Tenants under any
agreement.

5.7 Separate Remedies of Kmart. As security for its performance
under the Lease and the Note Put Agreement, each Tenant has assigned to Kmart
as collateral such Tenant's rights under this Agreement, its Second Mortgage
and its Option pursuant to the terms of the Collateral Assignment of Tenant
Security Documents of even date herewith ("Collateral Assignment") executed by
each Tenant. If a default shall exist and continue under any Collateral
Assignment without cure beyond any applicable cure period provided for therein,
Kmart shall notify Escrow Agent and Construction Monitor of such default and
all rights and obligations of the defaulting Tenant under this Agreement shall
inure to the benefit and become the obligations of Kmart, and Construction
Monitor, Escrow Agent and Lender shall recognize Kmart as such "Tenant" or
"Lead Tenant" as applicable hereunder upon receipt of such notice.

5.8 No Liability of Tenants or Kmart to Borrower. In the event
Tenants or Kmart elect to exercise any of the rights granted to them pursuant
to this Agreement, Kmart and Tenants may exercise such rights without liability
to Borrower therefor. Borrower, on behalf of itself, its agents, officers,
partners and employees hereby expressly waives any and all claims and causes of
action, including attorneys' fees and expenses, it may have against Tenants or
Kmart which may hereafter result from the exercise of any rights granted to
Tenants and Kmart hereunder.

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<PAGE> 13
Section 6. DISPUTE RESOLUTION.

6.1 Mediation. In the event of any dispute between the parties
arising hereunder, the party desiring to resolve the dispute shall first
request that the dispute be mediated and mediate the dispute. The requested
mediation shall take place in the City of __________ at __________ within ten
(10) Business Days after written notification by the other parties. The
mediator shall be selected by the American Arbitration Association in the city
and the state in which the Common Area is to be constructed. Each participant
shall pay a proportionate share of the fees associated with the mediation,
including the cost of the mediator. Unless a settlement is mutually agreed to
in writing, the participants shall not be bound by the discussions or outcome
of the mediation.

6.2 Arbitration. In the event any dispute mediated pursuant to
Section 6.1 above is not resolved by mediation in accordance with the
provisions of Section 6.1 within ten (10) Business Days after commencement of
mediation or, if earlier, at such time as the mediator determines in good faith
a resolution cannot be achieved through mediation, the mediator shall submit
the dispute to binding arbitration. The arbitration shall be conducted before
and by a single arbitrator who shall be selected by the American Arbitration
Association pursuant to the then current rules of that Association and who
shall have not less than ten (10) years prior retail construction building
experience in the area where the Common Area is located. The arbitrator shall
have the authority to fashion such just, equitable and legal relief as he in
his sole discretion may determine. Each party shall bear all its own expenses
of arbitration. All arbitration proceedings shall be conducted in the city and
the state in which the Common Area is to be constructed. The duty to
arbitrate shall survive the cancellation or termination of this Agreement.

Section 7. CONSENT OF LENDER; LICENSE BY LENDER. If Borrower shall fail to
perform any of its obligations pursuant to the Leases or in any of the Contract
Documents, then Lender, with respect to any Tenant not then in default beyond
any applicable cure period pursuant to its Lease, Note Put Agreement or the
Consent and Agreement, hereby (i) consents to the Borrower's license pursuant
to Section 5.2, and (ii) grants to any such Tenant a license to use any and all
of the rights which Lender would be entitled to exercise upon a foreclosure of
Lender's security interest in and to each of the items, funds and rights
subject to the license granted by Borrower pursuant to Section 5.2 hereof
(collectively, "Licensed Items"). The license granted herein by Lender in
favor of such Tenant may be revoked at any time, with respect to such Tenant,
upon the occurrence of any default by such Tenant under such Tenant's Lease,
Note Put Agreement or the Consent and Agreement, and, with respect to Kmart,
upon the occurrence of any default by Kmart under such Tenant's Lease Guaranty,
Note Put Agreement or Consent and Agreement, which continues after the
expiration of any applicable cure period. Tenant and Kmart each acknowledge
that the

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<PAGE> 14
license consented to herein by Lender shall not impair the perfection
or priority of the security interests granted by Borrower to Lender and that
such license is granted by Lender subject to the condition that Lead Tenant or
Kmart, as applicable, deliver to Lender the items set forth in "Exhibit 6"
attached hereto and incorporated herein by reference (which Tenant and Kmart
shall deliver to Lender, subject to the provisions of the following sentence)
upon completion of the Improvements. Notwithstanding the foregoing, failure by
Lead Tenant or Kmart to deliver to Lender the items set forth in Exhibit 6
shall not constitute Failure of Completion pursuant to the terms of the Note
Put Agreement. Tenant or Kmart, as applicable, shall discharge and release the
Second Mortgage on the third anniversary of the date hereof, provided Borrower
is not then in default, and, if such default is cured by Borrower, immediately
after such cure.

Section 8. WAIVER. Kmart or Tenants may waive any requirement herein other
than Lender's rights pursuant to Sections 6 and 7. No delay or omission by
Kmart or Tenants in exercising any right, power or remedy hereunder and no
indulgence given to Borrower or to any other party with respect to any
conditions set forth herein shall impair any right, power or remedy of Kmart
and Tenants under this Agreement or be construed as Kmart's and Tenant's waiver
of or acquiescence in any Event of Default. Likewise, no such delay, omission
or indulgence by Kmart or Tenants shall be construed as a variation or waiver
of any of the terms, conditions or provision of this Agreement. No purported
waiver of any requirement or Event of Default shall be effective unless it is
written and signed by an authorized representative of Kmart and Tenants. No
waiver by Kmart or Tenants of any requirement or Event of Default shall
constitute a waiver of any other prior or subsequent requirement or Event of
Default or of the same requirement or Event of Default after notice to Borrower
demanding strict performance. No single or partial exercise of any right,
power or remedy shall preclude any other or further exercise thereof or of any
other right, power or remedy. All rights, powers and remedies existing under
this Agreement, the Leases and [the Second Mortgage] are in addition to and not
exclusive of any rights, powers or remedies otherwise available. Kmart and
Tenants shall not be estopped to take or from taking any action with respect to
any Event of Default because of any delay by Kmart and Tenants in giving notice
of such Event of Default or exercising any remedy based thereon.

Section 9. ACTION UPON AGREEMENT; ENTIRE AGREEMENT; AGREEMENT FOR KMART'S
AND BORROWER'S BENEFIT. This Agreement is made for the sole protection and, to
the extent any provision hereof is for the benefit of Lender, Lender and
benefit of Kmart, Tenants, Borrower, Construction Monitor, and Escrow Agent and
no other person or persons shall have any right of action hereon. Borrower may
not assign, sell or otherwise transfer any of its rights under this Agreement
and any such purported assignment, sale or transfer shall be void, except for
an assignment or pledge by Borrower to Lender pursuant to any documents
required by the Loan Agreement including, without limitation, the Assignment of
Rights under Construction Fund Disbursement Agreement dated as of the date
hereof. It is expressly intended that no general contractor, architect,
subcontractor, laborer or materialman shall be a third party beneficiary of
this Agreement. This Agreement embodies the entire agreement of the parties in
relation to the subject matter hereof. There are no prior or contemporaneous
representations, promises,

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<PAGE> 15
warranties, understandings or agreements, expressed or implied, oral or
otherwise, in relation to the subject matter of this Agreement, except those
expressly referred to or set forth herein and the Consultant Agreement
referenced in Section 2.3(d) of this Agreement. Borrower acknowledges that the
execution and delivery of this Agreement is its free and voluntary act and
deed, and that the execution and delivery have not been induced by, nor done in
reliance upon, any representations, promises, warranties, understandings or
agreements made by Kmart or Tenants, their agents, officers, employees or
representatives other than those set forth herein. No promise, warranty,
understanding or agreement made subsequent to the execution and delivery hereof
by any party hereto, and no revocation, partial or otherwise, or change,
amendment, addition, alteration or modification of this Agreement shall be
valid unless the same be in writing signed by all the parties hereto or by
their duly authorized agents.

Section 10. GENERAL.

10.1 Time of Essence. Time and the exactitude of each of the terms,
conditions and provisions herein are expressly made of the essence of this
Agreement.

10.2 Governing Effect. This Agreement is not intended to supersede the
provisions of the Second Mortgage but shall be construed as supplemental
thereto. In the event of any inconsistency between the provisions hereof
and/or the Second Mortgage, it is intended and agreed that this Agreement shall
control on all matters other than the creation, perfection and priority of the
security interests and liens granted thereby or other than as expressly
provided otherwise in the Second Mortgage.

10.3 Notices. All notices, requests, demands or other communications
hereunder (unless expressly provided otherwise therein) shall be in writing and
shall be addressed, in the case of Borrower, to ________________________; in
the case of [Construction Monitor, ___________________________, Attention:
_______________; in the case of Kmart, to Kmart Corporation, 3100 West Big
Beaver Road, Troy, Michigan 48084-3163, Attention: Vice President-Real Estate;
in the case of Escrow Agent, to __________________________________, Attention:
____________; and in the case of Tenant, to ________________________,
Attention: _________________; in the case of Lender, to
____________________________________, Attention: ____________]; in the case of
Trustee (as defined in Section 10.8), which shall receive copies of all
communications hereunder, to __________________, Attention: _________; or to
such other address as any party may designate in writing. All notices
hereunder shall be effective upon delivery, if delivered in person, if sent by
overnight courier, such as Federal Express or Airborne or if sent by certified
or registered mail (return receipt requested), postage prepaid except that
notices of change of address shall be effective ten (10) days after the
effective date of all other notices hereunder. The date of notice shall be the
date of receipt of the

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<PAGE> 16
notice or the date of attempted delivery of the notice by the overnight courier
service or the U.S. Postal Service to the addressee or its agent.

10.4 Lead Tenant as Borrower's Agent. Borrower irrevocably appoints,
designates and authorizes Lead Tenant as its agent (such agency being coupled
with an interest) in the event Borrower fails to timely do so to file for
record any notices of completion, cessation of labor or any other notice that
Tenants deem necessary or desirable to protect their interest hereunder.

10.5 Escrow Instructions. The provisions hereof shall constitute joint
escrow instructions from Kmart, Tenants and Borrower to Escrow Agent, provided,
however, that the parties may supplement these escrow instructions, provided
such supplement is in writing and signed by the parties. The parties shall
also execute such additional instructions as requested by Escrow Agent not
inconsistent with the provisions hereof.

10.6 Section Heading. Section headings are not to be considered a part of
this Agreement and are included solely for convenience of reference and are not
intended to be full or accurate descriptions of the contents hereof.

10.7 Applicable Law. This Agreement shall be construed and enforced under
the laws of the state in which the Common Area is located without giving
effect to the choice of law principles thereof.

10.8 Assignment and Consent. Tenants acknowledge that Borrower has
assigned for security purposes its rights under this Agreement to Lender as a
material inducement to Lender to make the Loan and hereby further acknowledges
and consents to the sale, conveyance, transfer and absolute assignment by
Lender of such rights to _______________________ ("Trustee"), pursuant to that
certain [Collateral] Trust Agreement dated as of the date hereof. The
foregoing assignments are subject to the provisions of Sections 5 and 7.

10.9 Severability. Should any provision of this Agreement for any reason
be declared unenforceable by a court of competent jurisdiction (sustained on
appeal, if any), such unenforceability shall not affect the enforceability of
any other provision hereof or thereof, all of which shall remain in force and
effect as if this Agreement had been executed with the unenforceable provision
thereof eliminated and it is hereby declared the intention of the parties
hereto that they would have executed the remaining provision of this Agreement
without including therein any such part, parts or portion which may for any
reason be hereafter declared unenforceable, provided that, if any provision of
this Agreement shall be unenforceable by reason of a final judgment of a court
of competent jurisdiction based upon a court's ruling (sustained on appeal, if
any) that such provision is unenforceable because of the excessive degree or
magnitude of the obligation

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<PAGE> 17
imposed thereby on any party, that unenforceable obligation shall be reduced in
magnitude or degree by the minimum degree or magnitude necessary in order to
permit the provision to be enforceable by Kmart. In the event the provisions
of the immediately preceding sentence apply, the parties shall make appropriate
adjustment to the provisions of this Agreement to give effect to the benefits
intended to be conferred upon the parties hereby.

10.10 Limitation of Liability. The provisions of Section 11.1 of
the Loan Agreement shall apply to any and all representations and covenants
made by Borrower in connection with any advances of the Common Area made
pursuant to this Agreement.
10.11 Counterparts. This Agreement may be executed in one or more
counterparts and shall become effective when one or more counterparts have been
signed by all of the parties; each counterpart shall be deemed an original, but
all counterparts shall constitute a single instrument.

[Section 11. Construction Monitor.

11.1 Limitation of Liability. Nothing in this Agreement shall be deemed
to require, authorize or permit Construction Monitor to perform any act which
would constitute design services, or the practice of architecture,
professional engineering, certified public accounting or law. Construction
Monitor is acting in a consulting capacity only for the Tenants and nothing in
this Agreement shall be construed as imposing any duty on the part of
Construction Monitor to supervise, administer, coordinate or in any way be
responsible for the work performed by or on behalf of the Architect, General
Contractor, Subcontractors, or any other person performing work on the site.

11.2 Rights of Others. Nothing contained in this Agreement shall be
deemed to create a contractual relationship with or a cause of action in favor
of any third party, the Borrower or Escrow Agent against Construction Monitor.]

Section [12.] ESCROW AGENT.

[12.]1 Limitation of Liability. Escrow Agent shall not be liable under
this Agreement for any loss or damage resulting from the following:

(a) Any defects or conditions of title to any property, except those
resulting from its own default under this Agreement, its own wrongful acts, or
insured against by title insurance policy of ____________ Title Insurance
Company which is issued or to be issued. No title insurance liability is
created by this Agreement;

(b) Any defects in the property purchased, obligations of rights of
any tenants or other party in possession, the

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<PAGE> 18
surrender of possession, or any misrepresentations made by any other party;

(d) Any default, error, action or omission of any other party;

(e) The expiration of any time limit or other delay, unless such
time limit was known by Escrow Agent, and such loss is solely caused by failure
of Escrow Agent to proceed as required hereunder or otherwise in the ordinary
course of business;

(h) Escrow Agent asserting or failing to assert any cause of action
or defense in any judicial, administrative or other proceeding either in the
interest of itself or any other party or parties.

[12].2 Interpleader. Escrow Agent shall be fully indemnified by the
parties hereto for all its expenses, costs, and reasonable attorney's fees
accrued in connection with any interpleader or action which Escrow Agent may
file, in its sole discretion, to resolve any dispute as to the Borrower or
which may be filed against the Escrow Agent.

[12].3 Fees and Expenses. If Escrow Agent is made a party to a judicial,
non-judicial or administration action, hearing or process based on acts of any
of the other parties hereto and not on the malfeasance and/or negligence of
Escrow Agent in performing its duties hereunder, the expenses, costs and
reasonable attorney's fees incurred by Escrow Agent in responding to such
action, hearing or process shall be paid by the party/parties whose alleged
acts are the basis for such proceedings and such party/parties shall indemnify,
save and hold Escrow Agent harmless from said expenses, costs and fees so
incurred.

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<PAGE> 19
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

, a
-------------------------------------------
limited [partnership] [liability
------------ company]

By: , a
---------------------------------------
[ corporation, its sole
-------
General Partner

By:
------------------------------------------
Its:
------------------------------------]

(BORROWER)

KMART CORPORATION, a Michigan corporation

By:
------------------------------------------
Its:
-------------------------------------
(KMART)
, a
-----------------------------------------
corporation
-----------

By:
----------------------------------------
Its:
-------------------------------------
(ESCROW AGENT)
, a
-----------------------------------------
corporation
-----------

By:
----------------------------------------
Its:
-------------------------------------
(TENANT)

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<PAGE> 20
_______________________________________, a
_________ corporation

By:
---------------------------------------
Its:
-----------------------------------
(CONSTRUCTION MONITOR)

NATIONAL TENANT FINANCE
CORPORATION, a Delaware
corporation
By:
---------------------------------------
Its:
-----------------------------------
(LENDER) (solely with respect to
Section 7)

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<PAGE> 21
EXHIBITS TO
CONSTRUCTION FUND DISBURSEMENT AGREEMENT

Exhibit 1.2A Additional Defined Terms

Exhibit 2.1A Investment of Escrow Funds Form

Exhibit 2.1B Closing Statement

Exhibit 2.1C Definition of Eligible Investments

Exhibit 2.2 Cost Budget

Exhibit 2.3A Draw Request

Exhibit 2.3B Lien Waivers (partial and full), supporting invoices

Exhibit 6 Deliveries Upon Completion of Construction

<PAGE> 1
EXHIBIT 4.14

4/22/94
NOTE PUT AGREEMENT

THIS NOTE PUT AGREEMENT ("Agreement") is made as of the ___ day of
_______, 19__, by and [among] [between] KMART CORPORATION [("Kmart")]
["Tenant"], a Michigan corporation, [__________________ ("Tenant"), a _______
corporation,] and NATIONAL TENANT FINANCE CORPORATION ("Lender"), a Delaware
corporation, each of which confirms and agrees as follows:

SECTION 1: RECITALS

1.1 Loan. Pursuant to the Loan Agreement ("Loan Agreement") dated as
of even date herewith, between Lender and _________ _________("Borrower"), a
___________ limited [partnership] [liability company], Lender has agreed to
make Borrower the Loan, to be evidenced by the Note[s]. The proceeds of the
Loan will be used pursuant to the Loan Agreement to finance the acquisition,
construction or development of the Demised Premises. As a material inducement
to Lender to make the Loan, Tenant, as the Tenant of the Demised Premises
pursuant to the Lease, [and Kmart, as the Guarantor of the Lease pursuant to the
Lease Guaranty Agreement, have each] [has] agreed to enter into this Agreement.

1.2 Terms; Governing Document. All capitalized terms used herein,
unless otherwise expressly provided, shall have the meaning set forth in the
Loan Agreement. In the event of any conflict between the terms and provisions
of this Agreement and the Loan Agreement, the terms and conditions of this
Agreement shall govern and prevail.

SECTION 2: PURCHASE OF NOTE

2.1 Certain Additional Definitions. For purposes of this Section 2,
the following terms shall have the following meanings:

"Business Day" means any day other than (i) Saturday or Sunday,
or (ii) a day on which banks in New York are required by law to be closed or
are customarily closed.

"Called Principal" means the unpaid principal balance of the
Note[s] to be paid as part of the Purchase Price upon exercise of the Put.

"Called Principal Percentage" means the percentage shown on
Exhibit "A" for each corresponding year during the term hereof as designated on
such Exhibit.

"Certificate Balance" shall have the meaning assigned to it in
the Trust Agreement.

"Certificates" shall have the meaning assigned to it in Section
3.2.

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<PAGE> 2
"Completion Date" means the second anniversary of the date of
the Note or Notes with respect to which the Put is exercised.

"Completion of Construction" shall have the meaning assigned to
it in Section 8.1 of the Loan Agreement.

"Consent and Agreement" means the Consent and Agreement dated as
of even date herewith among [Kmart,] Lender, Borrower, Tenant and Trustee
relating to the Lease, [Lease Guaranty,] this Agreement and certain other
related matters.

"Demised Premises" shall have the meaning assigned to it in the
Lease pursuant to which the Tenant is a Tenant.

"Discounted Prepayment Value" means, with respect to any amount
of Called Principal, the amount obtained by (i) discounting all Remaining
Scheduled Payments with respect to such Called Principal from their respective
scheduled due dates to the Purchase Date with respect to such Called Principal,
in accordance with generally accepted financial practice and at a discount
factor (applied on a semiannual basis) equal to the Reinvestment Yield and (ii)
adding together such discounted Remaining Scheduled Payments.

"Facility" means the Demised Premises.

"Failure of Completion" means Completion of Construction of the
Facility does not occur on or before the Completion Date.

["Indemnity Agreement" means the Indemnity Agreement dated as of
even date herewith by and between Kmart and Lender, executed by Kmart to induce
Lender to accept the Lease Guaranty in the form offered by Kmart.]

["Investment Grade Status" shall have the meaning assigned to it
in the Lease Guaranty.]

["Kmart Purchase Date" means the Business Day first occurring
fifteen (15) Business Days after Lender or the Trustee gives the Tenant
Default Notice to Kmart and Tenant.]

"Lease" means the Lease executed by Tenant described in Exhibit
1.1C to the Loan Agreement.

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<PAGE> 3
["Lease Guaranty" means that certain Lease Guaranty Agreement,
described in Exhibit 1.1C to the Loan Agreement, executed by Kmart which
guarantees the payment and performance of the Tenant under the Lease.]

["Lease Guaranty Termination" means the occurrence of a
Termination Event pursuant to the terms of the Lease Guaranty with respect to
which a Termination Notice is given by Kmart or Tenant pursuant to Section
5(b) of the Lease Guaranty. ]

"Lease[/Lease Guaranty] Default" means: [(i)] with respect to
the Lease [and Lease Guaranty] described in Exhibit 1.1C to the Loan Agreement,
the failure of (x) the Tenant under the Lease to pay when due any Annual Rental
or Additional Rent as defined in the Lease due under such Lease for a period of
[ten (10)] [thirty (30)] days after notice to the Tenant of such default [and
(y) Kmart to pay any such Annual Rental or Additional Rent pursuant to the
terms of an existing related Lease Guaranty, if any, within thirty (30) days
after notice to Kmart of the Tenant's initial failure to do so; provided that,
the notices required pursuant to clause (x) and clause (y) may be given
concurrently, and,] provided [further] that, no notice referred to in the
foregoing clause [(x) or clause (y)] shall be required in the event that
Landlord or Trustee shall be stayed or prohibited by operation of law or
otherwise from the giving of such notice[, and, (ii) with respect to the
Indemnity Agreement, the occurrence of an Event of Default (as defined therein)
which continues beyond the expiration of any applicable cure period].

"Lender" means National Tenant Finance Corporation, a Delaware
corporation, and any of its successors and assigns.

"Make-Whole Premium" means, with respect to any amount of Called
Principal, an amount equal to the sum of (x) the positive excess, if any, as of
the Purchase Date of the Discounted Prepayment Value of the Called Principal
over such Called Principal and (y) an amount equal to the product of the
Called Principal multiplied by the Called Principal Percentage.

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<PAGE> 4
"Maturity Date" means ___________, 20__.

"Note" or "Notes" means the Note or Notes issued pursuant to the
Loan Agreement and designated as Note Number _______ [and ________] and any
replacement therefor pursuant to the Loan Agreement.

"Purchase Date" means Tenant Purchase Date [or Kmart Purchase
Date, as applicable].

"Pass-Through Trustees" shall have the meaning assigned to it in
the Loan Agreement.

"Purchase Price" means the sum of the unpaid principal
balance of the Note or Notes, accrued interest thereon to the relevant
Purchase Date plus [(i) if the Triggering Event is a Lease [/Lease Guaranty]
Default or a Failure of Completion,] the Make-Whole Premium [ ,or, (ii) if the
Triggering Event is a Lease Guaranty Termination, the lesser of the
Termination Premium or the Make-Whole Premium]. In the event the unpaid
principal balance of the Note or Notes, accrued interest thereon to the
applicable Purchase Date or Make-Whole Premium are released, discharged,
impaired or modified in the manner contemplated by Section 3.2(vii), the
Purchase Price shall be calculated without giving effect to any such release,
discharge, impairment or modification.

"Purchaser shall have the meaning assigned to it in Section
2.2(d).

"Put" means exercise of the right of Lender or the Trustee to
require the Tenant to purchase the Note or Notes pursuant to Section 2.2 of
this Agreement [,and, in the event of the Tenant's failure to do so, to require
Kmart to purchase the Note or Notes pursuant to Section 2.2 of this Agreement].

"Put Notice" means the notice given by the Lender or the
Trustee pursuant to Section 2.2(c) of its election to exercise the Put.

"Reinvestment Yield" means with respect to the Called Principal,
the sum of (x) the yield to maturity implied by the following: (i) the yields
reported as of 10:00 a.m. (New York City time) on the third Business Day
preceding the Purchase Date with respect to such Called Principal, on the
display designated as "Page 678" on the Telerate Service (or such other display
as may replace Page 678 on the Telerate Service) for actively traded U.S.
Treasury securities having a maturity equal (as near as practicable) to the
Remaining Average Life of the Called Principal being paid or prepaid as of such
Purchase Date, or (ii) if such yields shall not be reported as of such time or
the yields reported as of such time shall not be ascertainable, the Treasury
Constant Maturity Series yields reported, for the latest day for which such
yields shall have been so reported as of the third Business Day preceding the
Purchase Date with respect to such Called Principal, in Federal Reserve
Statistical Release H.15 (519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal (as
near as practicable) to the Remaining Average Life of the Called Principal
being paid or prepaid as of such Purchase Date, and (y) fifty (50) basis
points. Such implied yield shall be determined, if necessary, by (a)
converting U.S. Treasury bill quotations to bond-equivalent yields in
accordance with accepted financial practice and (b) interpolating linearly
between reported yields.

"Remaining Average Life" means, with respect to Called Principal
of [the] [a] Note, the number of years (calculated

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<PAGE> 5
to the nearest one-twelfth year) obtained by dividing (i) such Called Principal
into (ii) the sum of the products obtained by multiplying (a) each Remaining
Scheduled Payment of such Called Principal (but not of the interest thereon) by
(b) the number of years (calculated to the nearest one-twelfth year) which will
elapse between the Purchase Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.

"Remaining Scheduled Payments" means, with respect to Called
Principal, all payments of such Called Principal and interest thereon that
would be due on or after the Purchase Date with respect to such Called
Principal if no payment of such Called Principal were made prior to __________,
____, its expressed maturity date.

["Tenant Default Notice" means the notice given by Lender or the
trustee to Kmart and Tenant in the event Tenant fails to purchase the Note on
the teanant Purchase Date.]

"Termination Notice" shall have the meaning assigned in Section
5(b) of the Lease Guaranty.

"Tenant Purchase Date" means the Business Day first occurring
fifteen (15) Business Days after Lender or the Trustee gives the Put Notice to
[Kmart and] Tenant.

["Termination Premium" means the greater of (A) the difference
between the unpaid principal balance of the Note or Notes and the Certificate
Balance with respect to the Certificates, or, (B) the Amount equal to (i) the
product of the unpaid principal balance of the Note or Notes multiplied by the
following factors: (v) prior to the first anniversary of the date of the Note
or Notes __, (w) on or after the first anniversary of the Note of the Note
or Notes but before the second anniversary thereof __, (x) on or after the
second anniverary of the date of the Note or Notes but before the third
anniversary thereof __, (y) on or after the third anniversary of the date of
the Note or Notes but before the fourth anniversary thereof __, or, (z) on or
after the fourth anniversary of the date of the Note or Notes but before the
Maturity Date __; less (ii) the unpaid principal balance of the Note or Notes.]

"Triggering Event" means (i) a Lease [/Lease Guaranty] Default,
[or] (ii) a Failure "Trust Agreement" shall have the meaning assigned to it in
the Loan Agreement of Completion [, or (iii) a Lease Guaranty Termination].

"Trust Agreement" shall have the meaning assigned to it in
the Loan Agreement.

"Trustee" shall have the meaning assigned in Section 3.2.

2.2 Purchase of Note Following a Triggering Event.

(a) If a Triggering Event occurs, Trustee will have the right
to require Tenant to purchase the Note or Notes in whole but not in part on
the Tenant Purchase Date at the Purchase Price [and, in the event of the
Tenant's failure to do so, the right to require Kmart to purchase the Note or
Notes in whole but not in part on the Kmart Purchase Date at the Purchase
Price].

(b) If a Triggering Event occurs without a purchase of the Note
or Notes pursuant to Section 2.2(a), and subsequent to such Triggering Event
another Triggering Event occurs, Lender will again have the rights, and Tenant
[and Kmart] again will have the obligations, set forth in this Section 2.2.
[Kmart's and] Tenant's obligations shall continue pursuant to this Agreement so
long as the Note or Notes remain[s] outstanding.

(c) In the event Trustee elects to exercise the Put, Lender or
Trustee shall do so by causing a notice to be mailed to Kmart and Tenant ("Put
Notice"), which Put Notice shall state (i) the occurrence of a Triggering
Event, (ii) the Tenant Purchase Date, (iii) the estimated Purchase Price, (iv)
the manner in which the Purchase Price has been determined, and (v) that Lender
elects to have Tenant purchase the Note or Notes on the Tenant Purchase Date
[or, in the event of Tenant's failure to do so, to have Kmart purchase the Note
on the Kmart Purchase Date.] Upon receipt of the Put Notice, Tenant shall
purchase the Note or Notes in accordance

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<PAGE> 6
with the provisions of this Agreement on the Tenant Purchase Date [and, in the
event the Tenant fails to purchase the Note or Notes as required by this
Agreement, upon receipt of the Tenant Default Notice Kmart shall purchase the
Note or Notes on the Kmart Purchase Date in accordance with the provisions of
this Agreement.] Tenant [or Kmart] shall not be excused from any obligation
either may have under this Agreement by reason of any notice required hereunder
not being timely given or being defective, provided, however, [Kmart's and]
Tenant's time for performance shall be extended by a period equal to any
period of delay in receiving such notice or caused by the correction of such
notice, if defective.

(d) In connection with the purchase of the Note or Notes
pursuant to this Section 2.2, (i) Lender or [the Series A Pass-Through Trustee
or the Series B Pass-Through] Trustee, as appropriate, shall, on or before the
Tenant Purchase Date, duly endorse the Note or Notes in blank without recourse
or assign the Note or Notes in blank without recourse and assign in blank
without recourse all right, title and interest of Lender under the Loan
Documents; and (ii) Tenant shall on or before 2:00 p.m. (New York City time)
on the Tenant Purchase Date, [or, in the event of Tenant's failure to do so,
Kmart shall, on or before 2:00 p.m. (New York City time) on the Kmart Purchase
Date,] pay the Purchase Price to Trustee, by wire transfer of immediately
available funds in lawful currency of the United States of America at
___________, ABA #__________ for credit to Account Number __________ (Mortgage
Pass-Through Certificates (___________________________) Series ____). The
Trustee shall hold the Note or Notes until payment in full of the Purchase
Price to the Trustee and shall then and thereupon surrender the Note or Notes,
the Loan Documents and the assignments thereof to [whichever of] Tenant [or
Kmart is the purchaser] ("Purchaser") and has paid such Purchase Price. In
addition, Trustee [and the Pass-Through Trustees] shall execute and deliver to
the Tenant, on or before the Tenant Purchase Date, [or to Kmart, if Kmart is the
Purchaser, on or before the Kmart Purchase Date], such other documents as may be
reasonably required by the Purchaser and/or the Title Company in order to
permit the Title Company to ensure valid transfer of the interest of the
Trustee [and the Pass-Through Trustees] in the Note and/or the Loan Documents
to the Purchaser as required herein.

SECTION 3. SUCCESSORS AND ASSIGNS

3.1 General. This Agreement shall be binding upon [Kmart,] Tenant
and [their] [its] respective successors and assigns; provided that [Kmart and]
Tenant shall not delegate any of [their] [its] respective obligations hereunder
without the prior written consent of Trustee; and, provided further that, no
delegation of any of such obligations hereunder shall relieve [Kmart or] Tenant
thereof, and the party so delegating such obligation shall remain primarily and
originally liable thereon. Each successive holder or holders of the Note[s]
shall have all rights and privileges of [the Pass-Through] Trustee[s] hereunder.

3.2 Consent to Assignment. [Kmart and] Tenant [each] hereby
acknowledges and consents to the sale, conveyance, transfer

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<PAGE> 7
and absolute assignment by Lender of all of its right, title and
interest under this Agreement, [in the Note or Notes] and any and all
Loan Documents to _________________________________ ("Trustee") as Trustee,
pursuant to the [Collateral] Trust Agreement [with respect to this Agreement
and the other Loan Documents] under which the Trustee holds the foregoing for
the benefit of the Pass-through Trustees (as defined below) as holders of the
Notes. [Kmart and] Tenant [each] hereby acknowledges and consents to the sale,
conveyance, transfer and absolute assignment by Lender of all of its right,
title and interest in the Notes to the Pass-Through Trustees pursuant to the
Series A Pass-Through Trust Agreement [and the Series B Pass-Through Trust
Agreement] under which the Mortgage Pass-Through Certificates
(___________________________________________) Series ____ [and Series ___]
("Certificates") will be issued. Upon such sale, conveyance, transfer and
absolute assignment to Trustee [and to the Pass-through Trustees], Trustee
shall be deemed to be Lender hereunder and shall succeed to all rights and
obligations of Lender hereunder. Trustee shall have the sole right to exercise
all rights, privileges and remedies (either in its own name[,] or in the name
of the Lender for the use and benefit of Trustee [or in the name of or for and
on behalf of the Pass-Through Trustees for the use and benefit of such
Pass-Through Trustees.]) which by the terms of this Agreement or by applicable
law are permitted or provided to be exercised by the Lender. [Kmart and] Tenant
[each] further acknowledges and agrees that each successive holder or holders of
the Note or Notes, including but not limited to Lender, accepts transfer of the
Note or Notes in reliance upon [Kmart's and] Tenant's representations,
warranties, covenants, agreements and other obligations hereunder. In order to
further induce any such successive holder or holders of the Note or Notes,
including but not limited to, Lender, to accept such assignment and its
obligations under this Agreement, [Kmart and] Tenant [each] hereby makes the
following representations, warranties, covenants and agreements:

(i) [neither Kmart nor] Tenant has [no] [any] right, including
any claim, counterclaim, right of setoff or deduction or other defense of any
kind (including but not limited to any defenses available to a surety or
guarantor) to withhold performance of its obligations hereunder (collectively,
"Put Defenses"),

(ii) in the event [Kmart or] Tenant becomes aware of any Put
Defenses, [Kmart and] Tenant [each] hereby waives and agrees not to assert the
same against the Trustee, [the Pass-Through Trustees] or any other holder of
the Note[s], provided that nothing herein shall (i) prevent Tenant or Kmart
from asserting, as a Put Defense, that a Triggering event has not occurred, or
that a Trustee has failed to comply with the requirements hereof or of a Trust
Agreement in connection with the exercise of its right hereunder, or that a
Trustee has otherwise violated the provisions hereof or of a Trust Agreement to
the extent such violation constitutes a Put Defense, or (ii) prevent Tenant or
Kmart from contesting a Trustee's computation of the Purchase Price;

(iii) upon consummation of the sale, conveyance, transfer and
absolute assignment to Trustee [and to the Pass-Through Trustees], [Kmart and]
Tenant [each] waives any right to challenge the status of [the Pass-Through]
Trustee[s] as [a] bonafide purchaser[s] of the Note[s] for value and holder[s]
in due course [or to challenge the status of Trustee as holder of the
Collateral (as defined in the Collateral Trust Agreement), including this
Agreement, in trust for the benefit of the Pass-Through Trustees as holders of
the Notes];

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<PAGE> 8
(iv) the Trustee[, the Pass-Through Trustees] and each holder of
the Note or Notes are and shall be third-party beneficiaries of this Agreement;

(v) upon consummation of the sale, conveyance, transfer and
absolute assignment to Trustee [and the Pass-Through Trustees], Trustee and its
successors and assigns shall be deemed to be the Lender hereunder, and shall
succeed to all rights of Lender hereunder;

(vi) [Kmart and] Tenant [each] hereby acknowledges and agrees
that any and all rights hereunder granted to Trustee may be exercised and
enforced by Trustee, including pursuant to legal process (and that any such
exercise and enforcement by Trustee shall have the same force and effect as
the exercise and enforcement by Lender); and

(vii) no release or discharge of Borrower from any liability of
Borrower pursuant to [the] [a] Note, nor any impairment or modification of any
such liability, in any bankruptcy or insolvency proceeding filed by or against
Borrower nor the waiver by Lender of or the existence of any default by
Borrower under any of the Loan Documents shall diminish or excuse [Kmart or]
Tenant's obligation to pay the Purchase Price pursuant to this Agreement with
respect to an exercise of the Put.

SECTION 4. [KMART'S] [TENANT'S] REPRESENTATIONS AND WARRANTIES.

4.1 [Kmart's] [Tenant's] Representations and Warranties. [Kmart]
[Tenant] represents and warrants that (i) it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Michigan
and is duly qualified and in good standing as a foreign corporation authorized
to do business in the state in which the Demised Premises are located, (ii) it
has full power, authority and legal right to execute and deliver, and to
perform and observe the provisions of the [Lease Guaranty,] [the Indemnity
Agreement,] the Consent and Agreement, this Agreement and any other document
relating to the Loan or the Lease executed by [Kmart] [Tenant], (iii) there has
been no material adverse change in the business or condition, financial or
otherwise, of [Kmart] [Tenant] since the date of [Kmart's] [Tenant's] last
audited financial report, (iv) there are no actions, proceedings or
investigations pending or threatened against or affecting [Kmart] [Tenant] (or
any basis therefor known to [Kmart] [Tenant] before any court, arbitrator,
administrative agency or other governmental authority, which if adversely
decided would materially and adversely affect the financial condition or
operations of [Kmart] [Tenant], or its ability to carry out any of the terms,
covenants and conditions of the Lease, [the Lease Guaranty, the Indemnity
Agreement], the Consent and Agreement, this Agreement or any other document
relating to the Loan or the Lease (executed by [Kmart or] Tenant), (v) the
execution and delivery by [Kmart] [Tenant] of the Lease [Guaranty,] the Consent
and Agreement, this Agreement, or any of the other documents relating to the
Loan or the Lease (executed by [Kmart or] Tenant) have been duly authorized by
all necessary corporate action and each is enforceable in accordance with its
terms, (vi) neither the execution and delivery of the Lease

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<PAGE> 9
[Guaranty], the Consent and Agreement, this Agreement or any other
document relating to the Loan or the Lease (executed by [Kmart or] Tenant), nor
compliance with the terms and provisions thereof, conflicts or will conflict
with or result in a breach of any of the terms, conditions or provisions of the
Certificate of Incorporation or Bylaws of [Kmart] [Tenant], or of any law,
rule, regulation, order, writ, injunction, judgment or decree of any court,
arbitration or administering agency or governmental authority, or of any
agreement or other instrument to which [Kmart] [Tenant] is a party or by which
it or its assets is bound or subject, or constitutes or will constitute a
default thereunder, and (vii) [Kmart] [Tenant] is not in default under any
judgment, order, decree, rule or regulation of any court, arbitrator,
administrative agency or other governmental authority to which it may be
subject.

4.2 [Tenant's Representations and Warranties. The Tenant
represents and warrants that (i) it is a corporation duly organized, validly
existing and in good standing under the laws of the State of ____________ and
is duly qualified and in good standing as a foreign corporation authorized to
do business in the state in which the Demised Premises are located, (ii) it has
full power, authority and legal right to execute and deliver, and to perform
and observe the provisions of the Lease, the Consent and Agreement, this
Agreement or any other document relating to the Loan or the Lease (executed by
Tenant) (iii) there has been no material adverse change in the business or
condition, financial or otherwise, of the Tenant since the date of Tenant's
last audited financial report, (iv) there are no actions, proceedings or
investigations pending or threatened against or affecting the Tenant (or any
basis therefor actually known to the Tenant) before any court, arbitrator,
administrative agency or other governmental authority, which if adversely
decided would materially and adversely affect the financial condition or
operations of the Tenant, or its ability to carry out any of the terms,
covenants and conditions of the Lease, the Consent and Agreement, this
Agreement or any other document relating to the Loan or the Lease (executed by
Tenant), (v) the execution and delivery by the Tenant of the Lease, the
Consent and Agreement, this Agreement or any other document relating to the
Loan or the Lease (executed by Tenant) have been duly authorized by all
necessary corporate action and each is enforceable in accordance with its
terms, (vi) neither the execution and delivery of the Lease, the Consent and
Agreement, this Agreement or any other document relating to the Loan or the
Lease (executed by Tenant) nor compliance with the terms and provisions
thereof, conflicts or will conflict with or result in a breach of any of the
terms, conditions or provisions of the Certificate of Incorporation or By-Laws
of the Tenant, or of any law, order, writ, injunction or decree of any court
or governmental authority, or of any agreement or other instrument to which the
Tenant is a party or by which it is bound, or constitutes or will constitute a
default thereunder, and (vii) the Tenant is not in default under any
judgment, order, decree, rule or regulation of any court, arbitrator,
administrative agency or other governmental authority to which it may be
subject.] [Intentionally Omitted.]

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<PAGE> 10
SECTION 5. GENERAL

5.1 Counterparts. This Agreement may be executed in counterparts by
the parties but all such counterparts together shall constitute one and the
same document.

5.2 Notices. All notices, requests, demands or other communications
pursuant to this Agreement shall be in writing and shall be deemed to be
properly served on receipt thereof if personally delivered, sent by certified
or registered mail (postage prepaid, return receipt requested) addressed, in
the case of [Kmart] [Tenant], to Kmart, 3100 West Big Beaver Road, Troy,
Michigan 48084-3163, Attention: Senior Vice President, Real Estate Department;
[in the case of Tenant, to Tenant, _____________________________,
Attention:______________;] in the case of Lender, to National Tenant Finance
Corporation, 40 N. Central Avenue, Suite 2700, Phoenix, Arizona 85004
Attention: Norman C. Storey; in the case of Trustee, which shall receive
copies of all communications hereunder, to United States Trust Company of New
York, c/o U.S. Trust Company of California, N.A., Suite 2700, 555 South Flower
Street, Los Angeles, California 90071, Attention: Corporate Trust Division; or
to such other address as any party may designate in writing. The date of
notice shall be the date of receipt of notice or the date of attempted delivery
of the notice by the overnight courier service or the U.S. Postal Service to
the addressee or its agent at the address specified.

5.3 Section Headings. Section headings are not to be considered a
part of this Agreement and are included solely for convenience of reference and
are not intended to be full or accurate descriptions of the contents thereof.

5.4 Applicable Law. This Agreement shall be construed and enforced
under the laws of the State of New York without giving effect to the choice of
law principles thereof.

5.5 Severability. Should any provision of this Agreement for any
reason be declared unenforceable by a court of competent jurisdiction
(sustained on appeal, if any), such unenforceability shall not affect the
enforceability of any other provision hereof or thereof, all of which shall
remain in force and effect as if this Agreement had been executed with the
unenforceable provisions thereof eliminated and it is hereby declared the
intention of the parties hereto that they would have executed the remaining
provision of this Agreement without including therein any such part, parts or
portion which may for any reason be hereafter declared unenforceable, provided
that, if any provision of this Agreement shall be unenforceable by reason of a
final judgment of a court of competent jurisdiction based on a court's ruling
(sustained on appeal, if any) that such provision is unenforceable because of
the excessive degree of magnitude of the obligation imposed thereby on any
party, that unenforceable obligation shall be reduced in magnitude or degree by
the minimum degree or magnitude necessary in order to permit the provision to
be enforceable by Lender. In the event the provisions of the immediately
preceding sentence apply, the parties shall make

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<PAGE> 11
appropriate adjustment to the provisions of this Agreement to give effect to
the benefits intended to be conferred upon the parties hereby.

5.6 Waiver. No delay or omission by Lender or Trustee in exercising
any right hereunder shall impair any right of such party under this Agreement
or be construed as such party's waiver of or acquiescence in any breach. No
such delay or omission by a party shall be construed as a variation or waiver
of any of the terms, conditions or provisions of this Agreement. No purported
waiver of any right of a party hereunder shall be effective unless it is
written and signed by an authorized representative of a such party. No waiver
by a party of any breach shall constitute a waiver of any other prior or
subsequent breach or of the same breach after notice to a party demanding
strict performance. A party shall not be estopped to take or from taking any
action with respect to any breach because of any delay by a party in giving
notice of such breach or exercising any remedy based thereon.

5.7 Submission to Jurisdiction. Lender, Trustee, [Kmart] and Tenant
each hereby consents to the jurisdiction of any state or federal court located
within the County of New York, State of New York and irrevocably agrees that
all actions or proceedings relating to this Agreement may be litigated in such
courts and [Kmart and] Tenant each waives any objection which it may have based
on improper venue or forum nonconveniens to the conduct of any proceeding in
any such court, waives personal service of any and all process upon it, and
consents that all such service or process be made by registered or certified
mail (return receipt requested) or messengered to it at its address set forth
in Section 5.2 or to its Agent referred to below at such Agent's address set
forth below, and, that service so made shall be deemed to be completed in
accordance with Section 5.2. [Kmart and] Tenant [each] hereby appoints CT
Corporation System, Inc. with an office on the date hereof at
_____________________________ as its Agent for the purpose of accepting service
of any process within the State of New York. Upon Lender's or Trustee's
request [Kmart and] Tenant shall each take any action reasonably necessary to
confirm such appointment of Agent. Nothing contained in this Section shall
affect the right of Lender to serve legal process in any other manner permitted
by law, to bring any action or proceeding in the courts of any jurisdiction
against Kmart, or to enforce a judgment obtained in the courts of any other
jurisdiction.

5.8 Amendments. This Agreement may be amended or modified only
with the written consent of all parties hereto or, if applicable, their
successors and assigns.

5.9 Expenses. [Kmart and] Tenant shall pay or cause to be paid and
save the Lender and Trustee harmless against liability for the payment of
reasonable out-of-pocket expenses, including counsel fees and disbursements,
incurred or paid by the Lender or Trustee in connection with (i) any
amendments, waivers or consents pursuant

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<PAGE> 12
to the provisions hereof and thereof; or (ii) the enforcement of this
Agreement.

5.10 Further Assurances. Lender, in favor of Tenant [or Kmart],
shall, after the execution of this Agreement, at the request of Tenant [or
Kmart], execute, acknowledge and deliver such other documents or instruments and
take any other or further acts as may be reasonably required to evidence or
confirm the transaction contemplated hereby or as may otherwise be necessary to
carry out or to fulfill Lender's covenants and obligations hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above set forth.

[KMART CORPORATION,
a Michigan corporation

By:
--------------------------------

Its:
---------------------------

(KMART)]

------------------------------------,
a corporation
------------------

By:
--------------------------------
Its:
---------------------------,

(TENANT)

NATIONAL TENANT FINANCE CORPORATION,
a Delaware corporation

By:
-------------------------------
Its:
--------------------------,

(LENDER)

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EXHIBIT A

CALLED PRINCIPAL PERCENTAGE FOR EACH CORRESPONDING YEAR
DURING THE TERM OF THE NOTE PUT AGREEMENT

<PAGE> 1
EXHIBIT 4.15

CONSENT AND AGREEMENT

By this Consent and Agreement ("Agreement") made and entered into as
of this ___ day of _____, 19__, among Kmart Corporation ("Kmart"), a Michigan
corporation, having its principal office at 3100 W. Big Beaver Road, Troy,
Michigan 48084-3163, _____________________, a ____________ corporation, having
its principal office at ________________________________, ("Tenant"), National
Tenant Finance Corporation ("Lender"), a Delaware corporation, having its
principal office at 40 North Central Avenue, Suite 2700, Phoenix, Arizona
85004, _________________, ("Landlord"), a __________ limited [partnership]
[liability company], having its principal office at ____________________ and
_____________________ ("Trustee"), a ________ banking corporation, having its
principal office at ____________________. Kmart, Tenant, Lender, Landlord and
Trustee agree as follows:

Section 1. RECITALS

1.1 Assignment Documents. Landlord has executed and delivered (i) a
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing
to Lender ("Mortgage ") dated as of even date herewith, (ii) an Assignment of
Leases and Rents ("Lease Assignment") dated as of even date herewith, (iii) a
Pledge Agreement ("Pledge Agreement") dated as of even date herewith, (iv) an
Assignment of Rights under Construction Fund Disbursement Agreement[s]
("Construction Fund Disbursement Agreement Assignment") dated as of even date
herewith, (v) an Assignment of Plans and Specifications and Rights under
Architectural Contract; Power of Attorney; [and Architect's Acknowledgement and
Consent] ("Architectural Contract Assignment") dated as of even date herewith,
[and] (vi) an Assignment of Rights under Construction Contract for
Improvements; Power of Attorney; and Contractor's Continuation and
Subordination Agreement dated as of even date herewith ("Improvements
Construction Contract Assignment") [and (vii) an Assignment of Rights under
Construction Contract for Site Improvements; Power of Attorney; and
Contractor's Continuation and Subordination Agreement dated as of even date
herewith ("Site Improvements Construction Contract Assignment"]; (the Mortgage,
Lease Assignment, Pledge Agreement, Construction Fund Disbursement Agreement
Assignment, Architectural Contract Assignment[,] [and] Improvements
Construction Contract Assignment [and Site Improvements Construction Contract
Assignment] collectively, "Assignment Documents") to secure payment of the
Promissory Note[s] ("Note[s]") evidencing a loan ("Loan") and certain other
obligations of Landlord to Lender all as more particularly described in that
certain loan agreement ("Loan Agreement"), dated as of even date herewith by
and between the Lender and Landlord. All capitalized terms used herein, unless
otherwise expressly provided, shall have the meaning set forth in the Lease (as
defined below).

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<PAGE> 2
1.2 Mortgage. The Mortgage encumbers the real property more
particularly described on Exhibit "1.2" attached hereto and made a part hereof
("Mortgaged Estate").

1.3 Lease Assignment. Pursuant to the Assignment Documents,
Landlord has assigned to Lender, subject to the terms and conditions of such
Assignment Documents, all of its rights, rents, income, profits and leases
relating to the Mortgaged Estate, including all of its rights, title and
interest in, to and under the Lease and Lease Guaranty (defined below).

1.4 Lease. Landlord has entered into a certain lease ("Lease" )
with Tenant dated as of even date herewith, demising a portion of the Mortgaged
Estate.

1.5 Lease Guaranty. Kmart has executed a certain lease guaranty
("Lease Guaranty") dated as of even date herewith in favor of Landlord.

1.6 Note Put Agreement. Kmart and Tenant have executed and
delivered to Lender a Note Put Agreement ("Note Put Agreement") dated as of
even date herewith as a special and further inducement to Lender to make the
loan under the Loan Agreement.

Section 2. LENDER NOT BOUND. If Lender shall succeed to the interest of
Landlord under the Lease, Lender shall not be (a) liable for any action or
omission of any prior landlord under the Lease including but not limited to
Completion of Construction (as defined in the Note Put Agreement); provided,
however, that if Lender assumes the prior landlord's obligation to complete
construction or to cause construction to be completed other than by Tenant or
Kmart, Lender shall do so in accordance with Article 10 and Exhibit "C" to the
Lease, and, further provided that so long as Tenant is not in default pursuant
to the Lease, Lender shall not prevent Tenant from exercising any and all
rights afforded Tenant pursuant to the Construction Fund Disbursement
Agreement, (b) liable for conditions existing or arising or events occurring
prior to its succeeding to the interest of Landlord under the Lease, (c) bound
by any Annual Rental or voluntary payments of Additional Rent which Tenant
thereunder might have paid for more than the current month to any prior
landlord, (d) bound by any security deposits which Tenant thereunder may have
paid to any prior landlord, unless such deposit is in an escrow fund available
to Lender, (e) bound by any subsequent amendment or modification of such Lease
made without Lender's consent (except for Nonmaterial Modifications defined in
Section 5.2 hereof which do not require Lender's consent), or (f) bound under
such Lease after Lender's interest in the Lease has been transferred to another
party except with respect to obligations of Lender, if any, arising prior to
such transfer. Tenant will not voluntarily subordinate the Lease to any lien
or encumbrance except for the Leasehold Mortgage (as defined hereinafter)
without Lender's consent.

Section 3. NO MERGER. There shall be no merger of the Lease or of the
leasehold estate created by the Lease with the fee estate in

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<PAGE> 3
the Mortgaged Estate by reason of the fact that the same person acquires or
holds directly or indirectly such Lease, the leasehold estate created by such
Lease, any interest therein or in such leasehold estate and the fee estate in
the Mortgaged Estate, or any interest in such fee estate.

Section 4. COVENANTS REGARDING TRUSTEE[S].

4.1 Acknowledgement of Trustee[s]. Tenant, Landlord and Kmart
acknowledge that Lender has, effective as of the date hereof, sold, conveyed,
transferred and absolutely assigned all of its right, title and interest in the
Mortgage, Lease Assignment, [Note,] Loan Agreement, other Loan Documents (as
defined in the Loan Agreement) and Lease to Trustee pursuant to that certain
[Collateral] Trust Agreement dated as of even date herewith, [pursuant to which
the Trustee holds such agreements for the benefit of the Pass-Through Trustees
(as defined in the Collateral Trust Agreement) as holders of the Notes purusant
to the Pass-Through Trust Agreements (as defined in the Collateral Trust
Agreement)] under which Mortgage Pass-Through Certificates
(_______________________) Series ____ [and Series ____] ("Certificates") are
issued. Tenant, Landlord and Kmart hereby consent to such sale, conveyance,
transfer and absolute assignment and understand that the Certificates are
purchased in reliance on the execution and delivery of this Agreement by
Tenant, Landlord and Kmart and Trustee. Tenant, Landlord and Kmart on behalf
of themselves and their successors and assigns further agree with Lender
and Trustee that, commencing immediately and until further notice from
Trustee, all Annual Rentals and Additional Rent, except for Real Estate
Taxes (as defined in the Lease) which shall be payable in accordance
with the Lease, shall be paid directly to Trustee to be invested by Trustee in
Eligible Investments (as defined in Exhibit 4, attached hereto and made a part
hereof ) for the benefit of Landlord and such payment to Trustee shall
constitute payment to the Landlord in accordance with the Lease. In connection
with any assignment of the Lease, Tenant shall cause its assignee to assume
Tenant's obligations pursuant to this Agreement. Trustee shall
receive and disburse the Annual Rentals and Additional Rent which are remitted
to Trustee described above pursuant to the provisions of the Loan Agreement.
All such payments to Trustee shall, at the option of Tenant, be made by check
or wire transfer payable to and in accordance with the following instructions:

<TABLE>
<CAPTION>
Check Wire Transfer
----- -------------
<S> <C>
-------------------------- --------------------------
-------------------------- --------------------------
-------------------------- --------------------------
Reference: Acct No. Reference: Acct No.
------- -------
Attn: Attn:
--------------------- ---------------------
</TABLE>

4.2 Trustee[s] Fee[s]. [Except for Trustee[s] Fee[s] for the one
(1) year period commencing on the commencement date of the Lease which shall be
payable by the Landlord from the proceeds of the Loan on the Closing Date (as
defined in the Loan Agreement),] Tenant shall pay the annual Trustee[s] Fee[s]
in an amount not to exceed $__________ per calendar year [in the aggregate]
within thirty

3
<PAGE> 4
(30) days of receipt of an invoice therefor from [the Collateral] Trustee [and
the Pass-Through Trustees]. In the event Tenant fails to pay the annual
Trustee Fee[s] where due, Kmart shall pay such Trustee Fee[s] within twenty
(20) days after notice thereof. In the event that this Agreement shall be
terminated, other than by reason of default of Tenant or Kmart under the Lease,
Note Put Agreement, Lease Guaranty or this Agreement, during a calendar year
prior to expiration of the Primary Term, [the Collateral] Trustee [and the
Pass- Through Trustees] shall refund to Tenant that portion of any unearned
Trustee[s] Fee[s] within thirty (30) days of the termination hereof.

4.3 Rights of Trustee. Tenant, Landlord, Kmart and Lender
acknowledge and agree that the Trustee shall have the sole right to sue for,
compound and give acquittance for, and to settle, adjust or compromise any
claim for, any and all Annual Rentals and Additional Rent except for Real
Estate Taxes which shall be payable in accordance with the Lease and, except as
provided in the Construction Fund Disbursement Agreement, to perform all other
necessary or appropriate acts to protect and preserve any right, title and
interest of the Trustee, Lender and Landlord in and to the Loan Documents.
Tenant and Kmart further agree that the Trustee shall not be obligated to
perform any duty, covenant or condition required to be performed by Landlord
under any of the terms of the Lease unless and until Trustee becomes the owner
of the Mortgaged Estate and/or expressly assumes such duty, covenant or
condition (in which event Trustee shall, subject to the provisions of Section 2
hereof, be required to comply with the provisions of the Lease, including but
not limited to, the Construction Landlord is obligated to complete or cause to
be completed in accordance with Article 10 and Exhibit "C" to the Lease, and
Tenant's remedies for Trustee's non-compliance with such provisions shall be
limited to those Tenant was entitled to exercise against Landlord).
Notwithstanding the Lease Assignment executed by Landlord to Lender, each and
all of such duties, covenants or conditions required to be performed by
Landlord shall survive any such assignment and shall be and remain the sole
liability of Landlord. Without limiting the foregoing, Tenant acknowledges and
agrees that, except as provided in Articles 3, 17 and 18 of the Lease,
throughout the term of this Agreement the rights of Trustee in and to Annual
Rentals and Additional Rent (except for Real Estate Taxes, which shall be
payable in accordance with the Lease) shall not be subject to any abatement
whatsoever, and shall not be subject to any defense, set-off, counterclaim or
recoupment or reduction of any kind for any reason whatsoever, it being the
intent hereof that subject to the terms and conditions of the Lease, Tenant
shall be unconditionally and absolutely obligated to pay Trustee all such
Annual Rentals and Additional Rent except for Real Estate Taxes which shall be
payable in accordance with the Lease. Tenant, Landlord, Kmart and Lender
hereby further agree that, except as provided in the Construction Fund
Disbursement Agreement, Trustee shall have the sole right to exercise all
rights, privileges and remedies (either in its own name or in the name of
Landlord or Lender, as the case may be, for the use and benefit of Trustee)
which by the terms of the Loan Documents or by

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<PAGE> 5
applicable law are permitted or provided to be exercised by Landlord or Lender.

Section 5. CERTAIN COVENANTS.

5.1 Lease. Landlord shall not, without the prior written consent of
the Trustee, during the term of this Agreement:

(a) declare a default or exercise any remedies under, or
terminate, modify (other than a Nonmaterial Modification) or accept a surrender
of, or offer or agree to any termination, modification (other than a
Nonmaterial Modification) or surrender of, the Lease; or

(b) receive or collect or permit the receipt or collection by
any party other than Trustee of any payment of Annual Rentals or Additional
Rent (except for Real Estate Taxes which shall be received or collected in
accordance with the Lease) pursuant to the Lease or, except as assigned in the
Second Mortgage (as defined in Section 10.1 hereafter), assign, transfer or
hypothecate (other than to the Trustee) any payment of Annual Rentals or
Additional Rent except for Real Estate Taxes then due or to accrue in the
future thereunder in respect of the Mortgaged Estate.

For purposes of this Agreement, the term "Nonmaterial Modification"
shall mean any modification which does not take effect until the earlier of the
expiration of the Primary Term or the Loan Payoff or does not (i) reduce the
amounts payable to Landlord by Tenant pursuant to the Lease (or alter the
terms of payment of such amounts), or (ii) alter the Primary Term of the
Lease, or (iii) add covenants of the Landlord under the Lease, or (iv) limit or
lessen the obligations of Tenant under the Lease with respect to the Mortgaged
Estate.

5.2 Loan Agreement. No amendment or modification to the Loan
Agreement, the Note(s) or any of the Loan Documents (as defined in the Loan
Agreement) shall be made without the prior written consent of Kmart and Tenant,
provided, however, no consent shall be required if any payment obligation
pursuant to the Lease is in default which default has continued beyond the
expiration of any applicable cure period.

5.3 Election Regarding Possession. In the event a petition in
bankruptcy shall be filed by or with respect to Landlord, and, Landlord or
Landlord's Trustee rejects the Lease, Tenant shall, for the benefit of Lender
and Trustee pursuant to Section 365(h) of the Bankruptcy Code, elect to remain
and shall remain in possession of the Demised Premises unless dispossessed by a
final order of a Bankruptcy Court or a U.S. District Court with jurisdiction of
Landlord's bankruptcy.

[5.4 Certain Additional Rent. The Closing (as defined in the Loan
Agreement) of the Loan pursuant to the Loan Agreement occurred after the Rental
Commencement Date and during a month for which the monthly installment of
Annual Rental was paid and prior to the date on which the next monthly
installment of Annual Rental is due and, therefore, the amount of Annual Rental
received by the Trustee prior to the initial scheduled payment of interest
pursuant to the Note[s] will be short by the sum of $______ which Borrower
shall pay to Trustee at Closing. Such amount shall be applied by Trustee to
the initial scheduled payment of interest pursuant to the Note[s].

5.5 Evidence of Payment of Taxes. Landlord shall provide Trustee
evidence of payment of Real Estate Taxes payable pursuant to the Lease within
ten (10) days after receipt thereof by Landlord.

Section 6. ENVIRONMENTAL MATTERS.

6.1 Environmental Insurance Policy. Tenant shall obtain or cause to
be obtained (on or before the date hereof) and maintain or cause to be
maintained on the Demised Premises until the earlier of the expiration of the
Primary Term of the Lease or the Loan Payoff, a policy of Environmental
Transfer Liability Insurance ("Policy") with coverage and policy limits the
same as those specified on Exhibit 6.1 attached hereto and incorporated by
reference from an insurance company with a Best's Insurance Rating of A-X or
better and a Standard & Poor's Corporation "claims paying ability" rating of
BBB or better. Such insurance policy shall name the Tenant, Kmart, Lender,
Trustee and Landlord as insureds.

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<PAGE> 6
6.2 Deductible; Policy Proceeds. Tenant, Kmart, Lender, Trustee,
and Landlord (collectively, "Interested Parties") agree as follows:

(a) Upon the occurrence of a loss or event which will be
subject of a claim pursuant to the Policy, Tenant shall be liable for and shall
promptly pay to the Representative (as defined below) an amount equal to any
deductible provided for pursuant to the Policy, such amount to be used in the
same manner as and prior to the use of any policy proceeds.

(b) The Policy is to insure the Interested Parties against
certain environmental losses pursuant to the Policy.

(c) In the event of a claim pursuant to the Policy each of the
Interested Parties hereby (i) authorizes and empowers the Representative (as
defined in subsection (d) below) to act for and on their respective behalf as
their sole and exclusive representative with respect to such claim pursuant to
the Policy; and(ii) authorizes the insurer ("Insurer") issuing the Policy to
deal with the Representative with respect to any such claim as if each such
Interested Party were representing itself. Each Interested Party shall execute
and deliver to Representative any written confirmation of the foregoing
designation and authority as the Insurer may reasonably require.

(d) The selection of the Interested Party to act for and on
behalf of all Interested Parties pursuant to this Section 6 ("Representative")
shall be in the following order of priority (i) Tenant, (ii) Kmart, (iii)
Trustee, (iv) Lender, and (v) Landlord. Any Interested Party with actual
knowledge of facts or events which may give rise to a claim which may be
covered by the Policy shall promptly give notice thereof ("Discovery Notice")
to all other Interested Parties. Tenant shall have a period of ten (10)
Business Days commencing on the date of receipt of the Discovery Notice to
accept or refuse to accept the designation as Representative by notice to each
other Interested Party. Failure to give such notice of acceptance shall
constitute refusal. In the event Tenant refuses to accept such designation
each Interested Party in the order of priority established above shall have the
option to accept or refuse such designation for a period of ten (10) Business
Days following the refusal of the Interested Party next preceding its own
priority until an Interested Party accepts such designation. In the event no
Interested Party accepts such designation, the Trustee may appoint a
representative other than one of the Interested Parties to act on behalf of the
Interested Parties.

(e) The Representative shall take all legally required actions
to (i) cure any violation of Environmental Laws not caused by Tenant, its
agents or employees on the Demised Premises, and (ii) remediate or dispose of
any Hazardous Materials Released on the Demised Premises not Released by
Tenant, its agents or employees or which may originate on, or be Released from,
the Demised Premises, which origination or Release is not caused by Tenant, its
agents or employees; provided, however, that the Representative shall not be
obligated with respect to the foregoing to incur any expense not paid or
reimbursed from the proceeds payable by the Tenant pursuant to Section 6.2 (a)
or pursuant to the Policy. The Representative shall not be liable to any other
Interested Party for any action or omission as Representative

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<PAGE> 7
pursuant to this Section 6.2 other than any action or omission which
constitutes gross negligence or wilful misconduct.

(f) Each Interested Party shall execute and deliver to
Representative any instrument, document or written confirmation or assurance
(including but not limited to a special power of attorney) necessary to enable
the Representative to perform its obligations pursuant to this Section 6.2.

Section 7. EXERCISE OF CERTAIN RIGHTS.

7.1 By Tenant. In the event Tenant is in default under the Lease,
this Agreement or the Note Put Agreement and any such default continues beyond
the expiration of any applicable cure period, Tenant shall not exercise any of
its rights pursuant to the Second Mortgage (as defined in Section 10.1) or the
Option (as defined in Section 10.3) respectively until such default is cured.

7.2 By Kmart. In the event Kmart is in default under the Note Put
Agreement, Lease Guaranty or this Agreement and such default continues beyond
the expiration of any applicable cure period, Kmart shall not exercise any of
its rights or remedies pursuant to the Leasehold Mortgage (as defined in
Section 10.2) until each such default is cured.

Section 8. TENANT CERTIFICATE. Tenant hereby certifies to, and agrees
with, Landlord and Lender, that as of the date hereof:

8.1 No Default. To the best of Tenant's knowledge, there are no
defaults by Landlord under the Lease.

8.2 No Modification. The Lease has not been modified, altered or
amended, and is in full force and effect.

8.3 No Bankruptcy. There has not been filed by or against Tenant a
petition in bankruptcy, voluntary or otherwise, any assignment for the benefit
of creditors, any petitions seeking reorganization or arrangement or other
action under the bankruptcy laws of the United States or of any state thereof.

8.4 Sole Rights to Terminate. Tenant hereby certifies to, and
agrees with Landlord and Lender that during the term of this Agreement, the
provisions of Articles 3, 17 and 18 of the Lease shall provide Tenant's sole
rights to terminate.

Section 9. KMART CERTIFICATE. Kmart hereby certifies as follows:

9.1 Financial Qualification to Self Insure. Kmart's most recent
financial statement included in its annual Form 10-K

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<PAGE> 8
filed with the Securities and Exchange Commission qualifies Tenant to be
self-insured for the risks to be insured against described in Articles 8 and 17
of the Lease.

9.2 No Bankruptcy. There has not been filed by or against Kmart a
petition in bankruptcy, voluntary or otherwise, any assignment for the benefit
of creditors, any petitions seeking reorganization or arrangement or other
action under the bankruptcy laws of the United States or of any state thereof.

Section 10. CERTAIN DEFINITIONS.

10.1 "Second Mortgage" means the Mortgage, Security Agreement and
Assignment of Rents dated as of even date herewith between Landlord and Tenant.

10.2 "Leasehold Mortgage" means the Leasehold Mortgage dated as of
even date herewith between Kmart and Tenant.

10.3 "Option" means the Option to Purchase Real Estate dated as of
even date herewith between Tenant and Landlord.

Section 11. MISCELLANEOUS.

11.1 Trustee as Lender. All parties hereto agree that from and after
the date hereof, all references in any of the Loan Documents to Lender shall
mean the Trustee.

11.2 Amendment. This Agreement shall not be modified or amended
unless any modification or amendment is in writing and signed by all parties
hereto.

11.3 Counterparts. This Agreement may be executed in multiple
counterpart copies, each of which shall be considered an original and all of
which shall constitute one and the same instrument binding on all the parties
hereto, notwithstanding that all parties are not signatories to the same
counterpart.

11.4 Notices. Notices required under this Agreement shall be in
writing deemed to be properly served on receipt thereof if personally
delivered, sent by certified or registered mail (return receipt requested,
postage prepaid) or by overnight courier service which delivers only upon
signed receipt of the addressee: (i) to Landlord at the address set forth in
the first paragraph of this Agreement, Attention: ________, with a copy to
_______________, (ii) to Tenant at the address set forth in the first paragraph
of this Agreement, Attention: _______________, with a separate copy to
____________________, (iii) to Lender at the address set forth in the first
paragraph of this Agreement, Attention: Norman C. Storey, (iv) to Kmart
Corporation, at the address set forth in the first paragraph of this Agreement,
Attention: Vice President-Real Estate; and (v) to Trustee, at the address set
forth in the first paragraph of this Agreement, Attention:
Corporate Trust Department. The parties to receive notice and

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<PAGE> 9
the addresses for notice may be changed by the party entitled to notice by
giving notice of such change pursuant to this Article. The date of notice
shall be the date of receipt of notice or the date of attempted delivery of the
notice by the overnight courier service or the U.S. Post Office to the
addressee or its agent at the address specified.

11.5 Binding Effect; Term. This Agreement shall be binding on and
inure to the benefit of the parties hereto and their successors and assigns.
This Agreement shall terminate upon the earlier of the Loan Payoff or the
expiration of the Primary Term of the Lease.

11.6 Governing Law. This Agreement shall be construed and enforced
under the laws of the state in which the Mortgaged Estate is located without
giving effect to the choice of law principles thereof.

IN WITNESS WHEREOF, the parties hereto have placed their hands and
seals the day and year first written above.

KMART CORPORATION, a
Michigan corporation

By
-----------------------------------
Its
---------------------------

("KMART")

NATIONAL TENANT FINANCE CORPORATION,
a Delaware corporation

By
----------------------------------
Its
-------------------------

("LENDER")

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<PAGE> 10

----------------------------------,
a ____________ limited [partnership]
[liability company]

By:
--------------------------
[a ------------- corporation,]
its [general partner]
[ ]
----------------------

[By:
--------------------------
Its:
----------------------]

("LANDLORD")

-----------------------------------,
a ____________ corporation

By:
---------------------------
Its:
-------------------

("TENANT")

-----------------------------------,
a ____________ corporation

By:
--------------------------------
Its:
------------------------

("TRUSTEE")

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<PAGE> 11
Exhibit List

1.2 Legal Description of the Mortgaged Estate

4 Definition of Eligible Investments

6.1 Environmental Insurance Coverage and Policy Limits

<PAGE> 1
EXHIBIT 4.16

3/30/94

INDEMNITY AGREEMENT

By this Indemnity Agreement ("Agreement"), dated as of the __ day of
_______, 199_, made by and between KMART CORPORATION ("Kmart"), a Michigan
corporation, and NATIONAL TENANT FINANCE CORPORATION ("Lender"), a Delaware
corporation, Kmart and Lender agree as follows:

1. RECITALS.

1.1 Transaction. _______________ ("Borrower"), a ______________
limited partnership, and Lender have entered into a Loan Agreement ("Loan
Agreement") dated as of even date herewith pursuant to which Lender has agreed
to provide a Loan for the acquisition and lease of a retail store facility [and
the construction thereof in accordance with certain plans and specifications
described] in a Lease ("Lease") dated as of even date herewith by and between
Borrower and _____________ ("Tenant"), a _______ corporation. Kmart has
executed and delivered a Lease Guaranty with respect to Tenant's payment and
performance obligations pursuant to the Lease dated as of even date herewith.
In order to induce Lender to accept the Lease Guaranty in the form offered by
Kmart without certain provisions usually required by Lender, Kmart has agreed
to provide an indemnity pursuant to the terms and conditions set out in this
Agreement.

1.2 Terms; Governing Document. All capitalized terms used herein,
unless otherwise expressly provided, shall have the meaning set forth in the
Lease.

2. INDEMNITY.

2.1 Scope of Indemnity. Kmart shall indemnify and hold Lender and
Trustee and their respective successors and assigns harmless from any and all
liability, judgments, settlements, costs or expenses (including reasonable
attorneys' fees and disbursements) arising out of or actually incurred by
Lender or Trustee (as defined in Section 5.9) in the event that any payment to
Trustee of Annual Rental or Additional Rent made by Tenant under the
Lease or by Kmart pursuant to the Lease Guaranty to Trustee becomes the subject
of a proceeding ("Proceeding") in any bankruptcy case filed by or against
the Tenant in which such payment is asserted to be voidable under the
Bankruptcy Reform Act of 1978, as amended ("Bankruptcy Code"), whether as an
alleged preference or otherwise. In the event Lender has surrendered any
payment which becomes the subject of a Proceeding or pays any amount, whether or
not applied on the Note[s] issued by Borrower to Lender pursuant to the Loan
Agreement, which is subject to this Agreement, the amount comprised of such
payment and of any other indemnified loss, damage, expense or cost shall bear
interest at the Late Rate from the date actually surrendered or paid.

2.2 Term of Agreement. The term of this Agreement shall extend
until the later of (i) 370 days after the last payment made by Tenant pursuant
to the Lease or, if later, the last payment made by Kmart pursuant to the Lease
Guaranty, or (ii) if prior to the expiration of the period described in clause
(i), a petition

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<PAGE> 2
for commencement of a case under the Bankruptcy Code has been filed by or
against Tenant, the date such bankruptcy case has been finally closed.

2.3 Claim for Indemnity. Any claim by Trustee for indemnification
pursuant to this Agreement ("Claim") shall be made in writing and shall provide
Kmart with any documents or pleadings relating to the Proceeding.

2.4 Right to Defend. In the event that any Claim giving rise to
indemnification under this Agreement ("Proceeding Claim") is asserted against
Trustee, Kmart shall defend or make a good faith settlement of such Proceeding
Claim. If Kmart does not act promptly to defend such claim, the Trustee, at
its election, may take any and all action which it deems reasonably necessary
to protect its own position, including, but not limited to, filing an answer or
notice of appeal in any pending Proceeding and all costs incurred by Trustee,
including, but not limited to reasonable attorneys' fees and disbursements
shall be paid by Kmart to Trustee upon demand therefor.

2.5 Nature of Obligations, Certain Waivers, No Discharge.

(a) With respect to any liability pursuant to this Agreement
which accrues during its term as described in Section 2.2, the liability of
Kmart hereunder is irrevocable, continuing, absolute, independent and
unconditional and shall in no way be affected by any circumstance which may
constitute a defense or legal or equitable discharge, in whole or in part,
including, without limitation, (i) the release or discharge of Tenant or the
impairment or modification of its liability in any creditor's, receivership or
bankruptcy proceeding or from any other cause whatsoever, (ii) any alteration
of or amendment to the Lease, which alteration or amendment has been consented
to in writing by Kmart, (iii) any sale, assignment, sublease, pledge or
mortgage of the rights or obligations of Tenant under the Lease, (iv) any
application or release of any security or other guaranty given for the
performance and observance of the covenants and conditions in the Lease on
Tenant's part to be performed and observed, provided, however, that any
application of any security given with respect to Tenant's performance under
the Lease shall reduce pro tanto first the liability of Kmart under the Lease
Guaranty and, to the extent of any excess, the liability of Kmart hereunder,
(v) any termination of the Lease, (vi) any (1) defect in compliance with
specifications, condition of the Demised Premises, design, operation or fitness
for use of the Demised Premises which result from the construction of the
Improvements which comprise a part of the Demised Premises, or (2) any damage
to or loss or destruction of the Demised Premises or any interruption or
cessation in the use of the Demised Premises or any portion thereof by Tenant,
whether or not without fault on the part of Tenant or any other person, or
(vii) any defense to enforcement of this Agreement that Kmart is entitled to
assert and Kmart hereby waives the right to assert any

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<PAGE> 3
such defense, including, but not limited to, those based on (1) failure of
Tenant to qualify to do business in the jurisdiction where the Property subject
to the Lease is located, (2) lack of Tenant of corporate authority to enter
into the Lease or to carry out the provisions of the Lease, (3) lack of
Tenant's due authorization, execution and delivery of the Lease (4)
unenforceability of the Lease against Tenant in accordance with its terms, (5)
any charter or bylaw provision or agreement, statute, rule or regulation
binding on Tenant which conflicts with the Lease or the performance of any
obligation of Tenant under the Lease or (6) any stay or other impediment to the
exercise of any rights hereunder resulting from any bankruptcy or other
insolvency proceeding and in this respect, Kmart recognizes Lender's right to
receive interest on any obligations due and payable pursuant to this Agreement
after the commencement of any bankruptcy or insolvency proceeding. The
obligation and liability of Kmart hereunder shall not be impaired, diminished,
abated or otherwise affected by any setoff, defense or counterclaim that Tenant
or any other person may have or claim to have at any time or from time to time.

(b) Except as provided in Sections 2.3 and 2.4, Kmart hereby
waives notice of acceptance of this Agreement by Trustee and of presentment,
demand, protest, notice of protest and of dishonor.

(c) Except as provided in Sections 2.3 and 2.4, Kmart waives
any and all notice of the creation, renewal, extension or accrual of any Claim
or Proceeding Claim. Lender's obligations pursuant to the Loan Agreement shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon this Agreement, and all dealings between Borrower and Lender and the
acceptance by Lender of the Lease Guaranty shall be conclusively presumed to
have been made or consummated in reliance upon this Agreement.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS.

3.1 Reaffirmation. Kmart hereby affirms and restates for
Lender's and Trustee's benefit the representations and warranties set forth in
the Note Put Agreement.

3.2 Information. Kmart will deliver to Trustee promptly upon
request copies of all notices, pleadings and correspondence relating to any
Proceeding Claim. Kmart will promptly and fully respond to any reasonable
inquiry of Trustee made with respect to any Proceeding.

3.3 Lender's Expenses. Kmart shall pay Trustee on demand all
expenses (including, but not limited to, reasonable legal fees and
disbursements) of or incidental to or in any way relating to the enforcement or
protection of the rights of the Trustee hereunder.

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<PAGE> 4
4. DEFAULT; REMEDIES.

4.1 Default. Each of the following shall constitute an Event of
Default hereunder, whatever the reason and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body:

(a) If Kmart shall fail to (i) pay when due any amount
payable by Kmart pursuant to this Agreement, or (ii) timely perform any
obligation of Kmart under this Agreement (collectively, "Obligation") and such
failure shall continue for fifteen (15) Business Days after written notice is
sent to Kmart or if such Obligation is capable of being performed but not
within fifteen (15) Business Days, Kmart shall have such additional time as may
be reasonably necessary to perform such Obligation, provided that Kmart
promptly commences performance of such obligation and diligently pursues the
same to completion thereafter. "Business Day" means any day other than (i)
Saturday or Sunday, or (ii) a day on which banks in New York are required by
law to be closed or are customarily closed.

(b) If at any time Kmart shall revoke or attempt to revoke
or disavow its obligations hereunder.

4.2 Remedy. If an Event of Default occurs and continues beyond
the expiration of any applicable cure period, Trustee may elect to treat such
Event of Default as a Lease/Lease Guaranty Default pursuant to the Note Put
Agreement.

4.3 Waiver of Election of Remedies. Kmart waives any right to
require or compel Trustee to (i) proceed against any other party, or (ii)
pursue any other remedy in Trustee's power whatsoever, and failure of Trustee
to do any of the foregoing shall not exonerate, release or discharge Kmart from
its absolute, unconditional and independent liability to Lender or Trustee
hereunder. Kmart hereby waives any and all legal requirements that Trustee
shall institute any action or proceeding at law or in equity against Lender,
Tenant or anyone else, or against the assets of Lender, Tenant or anyone else
or resort to or seek to realize upon any security for the Loan held by or
available to Trustee as a condition to bringing an action against Kmart under
this Agreement.

4.4 Right of Separate Actions. Trustee may bring and prosecute a
separate action against Kmart to enforce its liabilities hereunder, whether or
not any action is brought against Borrower, Tenant or any other person and
whether or not Borrower, Tenant or any other person is joined in any such
action or actions.

4.5 Remedies Cumulative. All rights and remedies of Trustee
hereunder or under the Lease, Lease Guaranty or Note Put

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<PAGE> 5
Agreement may be exercised, singularly or concurrently. The rights of the
Trustee under this Agreement are in addition to and are not in diminution of
the rights of the Trustee under the Loan Documents.

5. GENERAL.

5.1 Counterparts. This Agreement may be executed in counterparts
by the parties but all such counterparts together shall constitute one and the
same document.

5.2 Notices. All notices, requests, demands or other
communications pursuant to this Agreement shall be in writing and shall be
addressed, in the case of Kmart, to Kmart, 3100 West Big Beaver Road, Troy,
Michigan 48084-3163, Attention: Senior Vice President, Real Estate Department;
in the case of Lender, to National Tenant Finance Corporation, 40 North Central
Avenue, Suite 2700, Phoenix, Arizona 85004, Attention: Norman C. Storey; in the
case of Trustee, which shall receive copies of all communications hereunder, to
c/o U.S. Trust Company of California, N.A., Suite 2700, 555 Flower Street, Los
Angeles, California 90071, Attention: Corporate Trust Department; or to such
other address as any party may designate in writing. All notices hereunder
shall be deemed received (a) upon delivery, if delivered in person, to the
address set forth above; or (b) upon delivery, if sent by overnight courier,
such as Federal Express or Airborne Express. Failure to accept delivery shall
constitute delivery for purposes of the foregoing.

5.3 Headings. The headings are not considered a part of this
Agreement and are included solely for convenience of reference and are not
intended to be full or accurate descriptions of the contents thereof.

5.4 Applicable Law. This Agreement shall be construed and
enforced under the laws of the State of New York without giving effect to the
choice of law principles thereof.

5.5 Severability. Should any provision of this Agreement for any
reason be declared unenforceable by a court of competent jurisdiction
(sustained on appeal, if any), such unenforceability shall not affect the
enforceability of any other provision hereof or thereof, all of which shall
remain in force and effect as if this Agreement had been executed with the
unenforceable provisions thereof eliminated, and it is hereby declared the
intention of the parties hereto that they would have executed the remaining
provision of this Agreement without including therein any such part, parts or
portion which may for any reason be hereafter declared unenforceable, provided
that, if any provision of this Agreement shall be unenforceable by reason of a
final judgment of a court of competent jurisdiction based on a court's ruling
(sustained on appeal, if any) that such provision is unenforceable because of
the excessive degree of magnitude of the obligation imposed thereby on any
party, that unenforceable obligation shall be reduced in magnitude or degree by
the minimum degree or magnitude necessary in order to permit the provision to

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<PAGE> 6
be enforceable by Trustee. In the event the provisions of the immediately
preceding sentence apply, the parties shall make appropriate adjustment to the
provisions of this Agreement to give effect to the benefits intended to be
conferred upon the parties hereby.

5.6 Waiver. Trustee may waive any requirement herein. No delay
or omission by Trustee in exercising any right hereunder shall impair any right
of Trustee under this Agreement or be construed as Trustee's waiver of or
acquiescence in any breach. No such delay or omission by Trustee shall be
construed as a variation or waiver of any of the terms, conditions or
provisions of this Agreement. No purported waiver of any right hereunder shall
be effective unless it is written and signed by an authorized representative of
Trustee. No waiver by Trustee of any breach shall constitute a waiver of any
other prior or subsequent breach or of the same breach after notice to Kmart
demanding strict performance. Trustee shall not be estopped to take or from
taking any action with respect to any breach because of any delay by Trustee in
giving notice of such breach or exercising any remedy based thereon.

5.7 Submission to Jurisdiction. Kmart and Lender for itself, its
successors and assigns each hereby consents to the jurisdiction of any state or
federal court located within the County of New York, State of New York and
irrevocably agrees that all actions or proceedings relating to this Agreement
outside of the Proceeding may be litigated in such courts, and Kmart and Lender
for itself, its successors and assigns each waives any objection which it may
have based on improper venue or forum nonconveniens to the conduct of any
proceeding in any such court, waives personal service of any and all process
upon it, and consents that all such service or process be made by registered
or certified mail (return receipt requested) or messengered to it at its
address set forth in Section 5.2 or to its Agent referred to below at such
Agent's address set forth below, and, that service so made shall be deemed to
be completed in accordance with Section 5.2. Kmart and Lender for itself, its
successors and assigns each hereby appoints CT Corporation System with an
office on the date hereof at 1633 Broadway, New York, New York 10019 as its
Agent for the purpose of accepting service of any process within the State of
New York. Upon Trustee's request Kmart and Trustee shall each take such action
as is reasonably necessary or to confirm such appointment of Agent. Nothing
contained in this Section shall affect the right of Trustee to serve legal
process in any other manner permitted by law, to bring any action or proceeding
in the courts of any jurisdiction against Kmart, or to enforce a judgment
obtained in the courts of any other jurisdiction.

5.8 Amendment. This Agreement may be amended or modified only
with the written consent of all parties hereto or, if applicable, their
successors and assigns.

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5.9 Assignment. Kmart hereby acknowledges and consents to the
sale, conveyance, transfer and absolute assignment by Lender of all of its
right, title and interest herein to ___________________ ("Trustee") pursuant to
the [Collateral] Trust Agreement dated as of ___________, 19__ [for the benefit
of the Pass-Through Trustees as holders of the Mortgage Notes under the
Pass-Through Trust Agreements (all as defined in the Collateral Trust
Agreement)] under which the Mortgage Pass-Through Certificates
(____________________) Series ____ [and Series ___] ("Certificates") are
issued. Upon such sale, conveyance, transfer and absolute assignment to
Trustee, Trustee shall be deemed to be Lender hereunder, and shall succeed to
all of the rights of Lender hereunder. No amendment or modification of, or
waiver by or consent of the Lender in respect of, any of the provisions of this
Agreement shall be effective unless Trustee shall have joined in such
amendment, modification, waiver or consent or shall have given its prior
written consent thereto. Trustee shall have the sole right to exercise all
rights, privileges and remedies (either in its own name or in the name of
Lender for the use and benefit of Trustee) which by the terms of this Agreement
or by applicable law are permitted or provided to be exercised by the Lender.

5.10 Expenses. Kmart shall pay or cause to be paid and save the
Trustee harmless against liability for the payment of reasonable out-of-pocket
expenses, including counsel fees and disbursements, incurred or paid by the
Trustee in connection with (i) any amendments, waivers or consents pursuant to
the provisions hereof and thereof; and (ii) the enforcement of this Agreement.

5.11 Binding Effect. This Agreement shall be binding on and inure
to the benefit of the parties hereto and their successors and assigns,
including, but not limited to, any purchaser of the Demised Premises at a
foreclosure sale or any party acquiring the Demised Premises by deed in lieu of
foreclosure and any subsequent owner of the Demised Premises during the period
the Lease Guaranty is in effect.

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<PAGE> 8
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above set forth.

KMART CORPORATION,
a Michigan corporation

By:
-----------------------------------
Its:
-----------------------------

(KMART)

NATIONAL TENANT FINANCE
CORPORATION, a Delaware
corporation

By:
--------------------------------
Its:
--------------------------

(LENDER)

<PAGE> 1

KMART CORPORATION AND SUBSIDIARY COMPANIES
EXHIBIT 12 - INFORMATION ON RATIO OF EARNINGS
TO FIXED CHARGES COMPUTATION

<TABLE>
<CAPTION>
Fiscal Year Ended
-----------------------------------------
January 26, January 27, January 29,
(Millions) 1994 1993 1992
----------- ------------ -----------
<S> <C> <C> <C>
Net income (loss) from continuing
retail operations before extraordinary
item and the effect of accounting changes $ (328) $ 882 $ 789
Income taxes (222) 445 400
----------- ------------ -----------
Pretax income (loss) from continuing
retail operations (550) 1,327 1,189

Equity income of unconsolidated affiliated
retail companies that exceeds distributions (19) (11) (26)

Fixed charges per below 764 664 582
Less interest capitalized during the period (12) (14) (10)
----------- ------------ -----------
Earnings from continuing retail operations $ 183 $ 1,966 $ 1,735
----------- ------------ -----------
----------- ------------ -----------
Fixed Charges:
Interest expense $ 490 $ 442 $ 399
Rent expense - portion of operating rentals
representative of the interest factor 260 206 172
Other 14 16 11
----------- ------------ -----------
$ 764 $ 664 $ 582
----------- ------------ -----------
----------- ------------ -----------
Ratio of income to fixed charges (1) -- 3.0 3.0
----------- ------------ -----------
----------- ------------ -----------
</TABLE>

(1) The deficiency of earnings from continuing retail operations versus fixed
charges was $581 for the fiscal year ended January 26, 1994.

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 15, 1994, which appears on Annex V page V-21 of Kmart Corporation's
definitive Proxy Statement dated April 28, 1994, which is incorporated by
reference in Kmart Corporation's Annual Report on Form 10-K for the year ended
January 26, 1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 11 of such
Annual Report on Form 10-K. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

/s/ PRICE WATERHOUSE
Price Waterhouse

Detroit, Michigan 48243
June 3, 1994