OPEN-END FEE MORTGAGE, LEASEHOLD MORTGAGE ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FILING

EXHIBIT 10.126



                    OPEN-END FEE MORTGAGE, LEASEHOLD MORTGAGE
          ASSIGNMENT OF RENTS AND SECURITY AGREEMENT AND FIXTURE FILING
                     (SECURING VARIABLE RATE MORTGAGE NOTES)

         (All notices to be given to U.S. Bank pursuant to 42 PA C.S.A.
    Section 8143 shall be given as set forth in Section 27 of this Mortgage)


     KNOW ALL MEN BY THESE PRESENTS, that CATALINA PARTNERS, L.P., a Delaware
limited partnership, having an office at 180 East Broad Street, Columbus, Ohio
43215 ("Borrower"), in consideration of the payments to Borrower which U.S.
BANK, NATIONAL ASSOCIATION, a national banking association, ("U.S. Bank") having
an office at 10 West Broad Street, Columbus, Ohio 43215, as administrative agent
for itself and one or more Lenders (as defined in that certain Loan Agreement of
even date herewith (the "Loan Agreement") by and among Borrower and U.S. Bank,
has made contemporaneously herewith or may hereafter make, does hereby grant,
bargain, sell and convey unto U.S. Bank and such Lenders, its successors and
assigns forever, certain real property situated in the Commonwealth of
Pennsylvania, County of Dauphin and Township of Lower Paxton, being more fully
described in Exhibit "A" hereto and by this reference made a part hereof (the
"Fee Property") and further that certain real property situated in the
Commonwealth of Pennsylvania, County of Dauphin and Township of Lower Paxton,
being more fully described in Exhibit "B" hereto and by this reference made a
part hereof (the "Leasehold Property") pursuant to a certain Lease Agreement
dated December 8, 1972, and recorded at Book U, Volume 14, Page 153, Dauphin
County, Pennsylvania, as assigned to Borrower pursuant to that certain
Assignment and Assumption of Ground Lease dated September 30, 1997 from HNG
Corp., a California corporation to Borrower and recorded in Book 2948, Page 579,
Dauphin County, Pennsylvania (collectively, the "Ground Lease"; the Fee Property
and Leasehold Property, are hereinafter sometimes collectively referred to as
the "Property"), together with the following, whether now owned or hereafter
acquired by Borrower(a) all improvements now or hereafter attached to or placed,
erected, constructed or developed on the Property (collectively the
"Improvements"); (b) all fixtures, furnishings, equipment, goods, inventory, and
other articles of personal property (collectively the "Personal Property") that
are now or hereafter attached to or used in or about the Improvements or that
are necessary or useful for the complete and comfortable use and occupancy of
the Improvements for the purposes for which they were or are to be attached,
placed, erected, constructed or developed, or that may be used in or related to
the planning, development, financing or operation of the Improvements, and all
renewals of or replacements or substitutions for any of the foregoing, whether
or not the same are or shall be attached to the Improvements or the Property;
(c) all water and water rights, timber, crops, and mineral interests pertaining
to the Property; (d) all building materials and equipment now or hereafter
delivered to and intended to be installed in or on the Improvements or the
Property; (e) all plans and specifications for the Improvements; (f) all
contracts relating to the Property, the Improvements or the Personal Property;
(g) all deposits (including, without limitation, tenants' security deposits),
bank accounts, deposit accounts, funds, documents, contract rights, accounts,
accounts receivable, commitments, construction agreements, architectural
agreements, payment intangibles, promissory notes, investment property, letter
of credit rights, supporting obligations general intangibles (including, without

<PAGE>

limitation, trademarks, trade names and symbols), tax credits, instruments,
notes and chattel paper arising from or by virtue of any transactions related to
the Property, the Improvements or the Personal Property or relating directly or
indirectly to the ownership, occupancy, use, operation, and maintenance of the
Property, Personal Property, and Improvements or the construction of the
Improvements; (h) all permits, licenses, franchises, certificates, and other
rights and privileges obtained in connection with the Property, the Improvements
or the Personal Property; (i) all proceeds arising from or by virtue of the
sale, lease or other disposition of the Property, the Improvements, the Personal
Property or any portion thereof or interest therein; (j) all proceeds
(including, without limitation, premium refunds) of each policy of insurance
relating to the Property, the Improvements or the Personal Property; (k) all
proceeds from the taking of any of the Property, the Improvements, the Personal
Property or any rights appurtenant thereto by right of eminent domain or by
private or other purchase in lieu thereof (including, without limitation, change
of grade of streets, curb cuts or other rights of access), for any public or
quasi public use under any law; (l) all right, title and interest of Borrower in
and to all streets, roads, public places, easements and rights-of-way, existing
or proposed, public or private, adjacent to or used in connection with,
belonging or pertaining to the Property; (m) all of the leases, licenses,
occupancy agreements, rents (including without limitation, room rents,
royalties, bonuses, income, receipts, issues, profits, revenues or other
benefits of the Property, the Improvements or the Personal Property, including,
without limitation, cash or securities deposited pursuant to leases to secure
performance by the lessees of their obligations thereunder; (n) all consumer
goods located in, on or about the Property or the Improvements or used in
connection with the use or operation thereof; (o) all rights, hereditaments and
appurtenances pertaining to the foregoing; and (p) other interests of every kind
and character that Borrower now has or at any time hereafter acquires in and to
the Property, Improvements, and Personal Property described herein and all
property that is used or useful in connection therewith, including rights of
ingress and egress and all reversionary rights or interests of Borrower with
respect thereto (all of the same, including the Property, collectively the
"Mortgaged Property"). To the extent that the estate of Borrower in any of the
above-described property, included but not limited to the Land, Improvements,
and Personal Property is a leasehold estate ("Leasehold Estate"), the conveyance
hereby shall include and the lien and security interest hereby shall encumber
said Leasehold Estate in addition to all title, estate, interest and other
rights that may hereafter be acquired in the Leasehold Property demised under
the Ground Lease.

     TO HAVE AND TO HOLD the Mortgaged Property, together with the rights,
privileges and appurtenances thereto belonging, unto U.S. Bank and its
successors and assigns forever, and Borrower hereby binds itself and its
successors and assigns to warrant and forever defend the Mortgaged Property unto
U.S. Bank and its successors and assigns, against the claim or claims of all
persons claiming or to claim the same or any part thereof, except as to those
matters described in Exhibit "C" attached hereto and by this reference made a
part hereof (the "Permitted Encumbrances").

     This Open-End Fee Mortgage, Leasehold Mortgage, Assignment of Rents and
Security Agreement and Fixture Filing (the "Mortgage") is given for the purpose
of securing loan advances which U.S. Bank is obligated to make to Borrower for
the refinance of an existing shopping mall on the Property (the "Project")
pursuant to the terms and conditions of the Loan Agreement, which Loan Agreement
is by this reference made a part hereof.

     The parties hereto intend that, in addition to any other indebtedness or
obligations secured hereby, this Mortgage is an "Open-End Mortgage" as set forth
in 42 PA. C.S.A. Section 8143 and shall secure unpaid balances of loan advances
made after the Mortgage is delivered to the Recorder for record. Such loan
advances are and will be evidenced by a note or notes of Borrower and/or Rate
Management Agreements (as defined in the Loan Agreement). The maximum amount of
unpaid loan indebtedness and any and all Rate Management Obligations (as defined
in the Loan Agreement), which shall consist of unpaid balances of loan advances
made either before or after, or both before and after, the Mortgage is delivered
to the Recorder for record, exclusive of interest thereon and of advances for
taxes, assessments, insurance premiums and costs incurred for protection of the
Mortgaged Property, which may be outstanding at any time is Forty-Six Million
Fifty-Two Thousand Five Hundred Dollars ($46,052,500.00).


                                       2
<PAGE>

     THE MORTGAGE IS GIVEN TO SECURE: the full and prompt payment, whether at
stated maturity, accelerated maturity or otherwise, of any and all indebtedness,
whether fixed or contingent (collectively the "Indebtedness") and the complete,
faithful and punctual performance of any and all other obligations (collectively
the "Obligations") of Borrower to U.S. Bank under the terms and conditions of
(a) the Loan Agreement, (b) the Notes, of even date herewith, made by Borrower
to U.S. Bank, in the aggregate principal amount of Forty-Two Million Two Hundred
Fifty Thousand Dollars ($42,250,000.00), payable not later than April ___, 2011,
and any and all renewals, amendments, modifications, reductions, replacements
and extensions thereof and substitutions therefor (collectively the "Notes");
(c) the Mortgage; (d) Borrower's liability under any and all Rate Management
Obligations in an amount not yet determined but not to exceed Three Million
Eight Hundred Two Thousand Five Hundred Dollars ($3,802,500.00); and (e) any
other instrument, document, certificate or affidavit heretofore, now or
hereafter given by Borrower evidencing or securing or by any person guaranteeing
(the "Guarantors") all or any part of the foregoing (the same together with the
Loan Agreement, the Notes and the Mortgage and any and all Rate Management
Agreements, collectively the "Loan Documents").

     Borrower, for itself and its successors and assigns, hereby covenants with
U.S. Bank, its successors and assigns, that:

     1. Title. Borrower represents that it has good and marketable title in fee
simple to the Fee Property and a Leasehold Estate to the Leasehold Property,
both of which are free and clear from all conditions, restrictions, easements,
liens, encumbrances and adverse claims whatsoever, except the Permitted
Encumbrances. If the interest of U.S. Bank in the Mortgaged Property or any part
thereof shall be endangered or shall be attacked, directly or indirectly,
Borrower hereby authorizes U.S. Bank, at Borrower's expense, to take all
necessary and proper steps for the defense of such interest, including the
employment of counsel, the prosecution or defense of litigation and the
compromise or discharge of claims made against such interest. Any sums so
expended by U.S. Bank shall be charged against Borrower and collectible in
accordance with the terms of Section 12 hereof.

     2. Further Assurances. Borrower shall furnish to U.S. Bank evidence of the
title of Borrower to the Fee Property and evidence of the leasehold interest of
Borrower to the Leasehold Property, at the execution and delivery hereof and
from time to time hereafter as may be deemed necessary by and satisfactory to
U.S. Bank (but not more than once every twelve (12) months), and Borrower shall
promptly pay the cost of said title evidence when due and payable.

     Borrower, upon the request of U.S. Bank, shall execute, acknowledge,
deliver, file and record such further instruments and do such further acts as
may be necessary, desirable or proper to carry out the purposes of the Loan
Documents and to subject to the liens and security interests created thereby any
property intended by the terms thereof to be covered thereby, including
specifically, but without limitation, any renewals, additions, substitutions,
replacements, improvements or appurtenances to the Mortgaged Property.

     3. Subrogation for Further Security. U.S. Bank shall be subrogated for its
further security to the lien, although released of record, of any and all
encumbrances paid with any advance of Indebtedness; provided, however, that the
terms and provisions hereof shall govern the rights and remedies of U.S. Bank
and shall supersede the terms, provisions, rights, and remedies under the lien
or liens to which U.S. Bank is subrogated.

     4. Status Quo. Except as expressly permitted in any of the Loan Documents
or except with the written consent of U.S. Bank, which consent may be withheld
in U.S. Bank's sole discretion, Borrower shall not (a) sell, assign, mortgage,
pledge, lease or otherwise convey or further encumber the Mortgaged Property, or
any portion thereof, or legal, equitable or beneficial interest therein; (b)
contract for any of the same; (c) permit the Mortgaged Property, or any portion
thereof, or legal, equitable or beneficial interest therein, to be subject to
any superior or inferior lien or encumbrance other than the Permitted
Encumbrances; (d) subdivide, resubdivide or submit to the condominium form of
ownership all or any portion of the Mortgaged Property, or any portion thereof;
or (e) initiate or acquiesce in any change in the zoning classification of the
Property or any portion thereof.

     5. Payment of Indebtedness. Borrower shall promptly pay the Indebtedness as
the same becomes due and payable.

     6. Estoppel Certificate. Borrower shall furnish to U.S. Bank within ten
(10) days of any written request of U.S. Bank, a written statement, duly
acknowledged by Borrower, setting forth the sums secured by the Mortgage and any
right of set-off, counterclaim or other defense which Borrower alleges to exist
against such sums and obligations secured by the Mortgage.


                                       3
<PAGE>

     7. Taxes and Other Impositions. Borrower shall promptly pay before
delinquency all taxes, assessments, charges, fines or impositions, general,
local or special (collectively the "Impositions"), levied upon the Mortgaged
Property, or any part thereof, or upon U.S. Bank's interest therein, or upon the
Mortgage or the Indebtedness, by any duly or legally constituted public
authority, municipality, township, county or state or the United States, and
exhibit the evidence of the payment thereof to U.S. Bank within seven (7) days
after request by U.S. Bank; provided that Borrower, at Borrower's own cost and
expense may, if it shall in good faith so desire, contest the validity or amount
of any Impositions, in which event Borrower may defer the payment thereof for
such period as such contest shall be actively prosecuted and shall be pending
undetermined; provided further, however, that Borrower shall not allow any such
Impositions so contested to remain unpaid for such length of time as shall
permit all or any portion of the Mortgaged Property, or the lien thereon created
by such item, to be sold by federal, state, county or municipal authority for
the nonpayment thereof. Pending any such contest, Borrower shall (prior to any
delinquency) furnish to U.S. Bank an indemnity bond secured by a deposit in cash
or other security acceptable to U.S. Bank, in the amount of the tax or
assessment being contested by Borrower, plus a reasonable additional sum to pay
all costs, interest and penalties which may be imposed or incurred in connection
therewith.

     In the event that one or more of the Impositions on U.S. Bank's interest in
the Mortgaged Property, the Mortgage or the Indebtedness cannot be lawfully paid
by Borrower, then Borrower shall repay the Indebtedness in full without penalty
within sixty (60) days after demand therefor by U.S. Bank.

     8. Insurance and Indemnification. Borrower shall maintain and keep in force
at all times the following policies of insurance:

     (a) Insurance against loss or damage to the Improvements and the Personal
Property caused by fire and any of the risks covered by insurance of the type
now known as "coverage against all risks of physical loss", in an amount equal
to one hundred percent (100%) of the replacement cost of the Improvements and
the Personal Property and sufficient to prevent Borrower and U.S. Bank from
becoming co-insurers, and otherwise with terms and conditions acceptable to U.S.
Bank, including without limitation, acts of terrorism coverage, vandalism and
malicious mischief coverage, demolition coverage, partial occupancy coverage,
boiler and machinery coverage, sprinkler leakage coverage and in-transit
coverage; evidence of such insurance (i) must be on an ACORD 28 Certificate of
Insurance (2003/10), (ii) the comment box of said certificate must state "Waiver
of Subrogation In Favor of U.S. Bank National Association", and must state the
physical address of the Property, the Borrower's legal name, U.S. Bank's obligor
number and the U.S. Bank's obligation number, (iii) the words "endeavor to but
failure to do so shall impose no obligation or liability of any kind upon the
insurer, its agents or representatives" in the cancellation box of said
certificate must be deleted (iv) the certificate holder of said certificate must
read "U.S. Bank National Association, Commercial Real Estate, 10 West Broad
Street, 12th Floor, Columbus, Ohio 43215", (v) U.S. Bank must also be listed as
mortgagee and a loss payee on said certificate in writing (with such
designations being specifically typed on the face of such certificate as opposed
to a "check-the-box" description) and (vi) said certificate must state that
there is a 30-day cancellation, non-renewal, material change notice to U.S.
Bank;

     (b) Commercial general liability insurance, insuring against any and all
claims for personal injury, death or property damage occurring on, in or about
the Property, the Improvements and the adjoining streets, sidewalks and
passageways, subject to a combined single limit of not less than Three Million
Dollars ($3,000,000.00) for personal injury, death or property damage arising
out of any one accident, a general aggregate limit of not less than Five Million
Dollars ($5,000,000.00) and otherwise with terms and conditions acceptable to
U.S. Bank, including without limitation: (i) evidence of such insurance must be
on an ACORD 25-S Certificate of Insurance, (ii) types and limits of insurance
must be stated on an "occurrence" basis, (iii) the comment box of said
certificate must state "Waiver of Subrogation In Favor of U.S. Bank National
Association" and must state the U.S. Bank's obligor number and the U.S. Bank's
obligation number, (iv) the words "endeavor to" in the cancellation box of said
certificate must be deleted, (v) the certificate holder of said certificate must
read "U.S. Bank National Association, Commercial Real Estate, 10 West Broad
Street, 12th Floor Columbus, Ohio 43215", (vi) U.S. Bank must also be listed in
writing (with such designations being specifically typed on the face of such
certificate as opposed to a "check-the-box" description) as an additional
insured on said certificate, (vii) and (vii) said certificate must state that
there is a 30 day cancellation, non-renewal, material change notice to U.S.
Bank;


                                       4
<PAGE>

     (c) Worker's compensation insurance (including employer's liability
insurance, if available and requested by U.S. Bank) for all employees of
Borrower engaged on or with respect to the Property and the Improvements in the
limits established by law, or, if limits are not so established, in such amounts
that Borrower's minimum liability for such insurance is
$500,000.00/$500,000.00/$500,000.00;

     (d) During the course of any development or construction of the
Improvements, builder's completed value risk insurance against "all risks of
physical loss", including collapse and transit coverage, in the amounts set
forth in Subsection 8(a) above, and otherwise with terms and conditions
acceptable to U.S. Bank;

     (e) Upon obtaining a certificate of occupancy for the Improvements or any
portion thereof, business interruption insurance and/or loss of "rental value"
insurance in an amount not less than the appraised rentals for the Mortgaged
Property for a minimum of twelve (12) months, and otherwise with terms and
conditions acceptable to U.S. Bank;

     (f) If the Improvements are located in a federally designated flood hazard
area, then flood hazard coverage, in the maximum amount available and otherwise
with terms and conditions acceptable to U.S. Bank; and

     (g) Such other insurance coverage, and in such amount, as may from time to
time be required by U.S. Bank against the same or other hazards provided such
insurance is available at commercially reasonable prices or rates.

     All such policies shall be in a form acceptable to U.S. Bank. Each policy
of casualty insurance shall contain a mortgagee clause, substantially in the
form of the standard New York mortgagee clause or otherwise acceptable to U.S.
Bank, showing U.S. Bank as mortgagee. Each policy of property and builder's risk
insurance shall be evidenced by an ACORD 28 Certificate of Insurance (2003/10
form), and said certificate shall include, without limitation, the following:
(i) the words "Waiver of Subrogation In Favor of U.S. Bank National Association"
and the street address of the Mortgaged Property must be stated in the comment
box, (ii) the certificate holder must read "U.S. Bank National Association,
Commercial Real Estate, 10 West Broad Street, 12th Floor, Columbus, Ohio 43215"
and (iii) U.S. Bank must also be listed as the mortgagee and loss payee. Unless
the policy so provides, each policy of insurance required by the terms of the
Mortgage shall contain an endorsement by the insurer, for the benefit of U.S.
Bank, (iv) that any loss shall be payable in accordance with the terms of such
policy notwithstanding any act or negligence of Borrower which might otherwise
result in forfeiture of said insurance, (v) that any right of set-off,
counterclaim or deductions against Borrower is waived and (vi) that such policy
shall not be canceled or changed except upon not less than thirty (30) days
prior written notice delivered to U.S. Bank.

     All such insurance policies and renewals thereof shall be written by
companies with a Best's Insurance Reports policy holders rating of A and a
financial size category of Class XV or be expressly approved by U.S. Bank in
writing and such companies shall be authorized to do business in the state in
which the Mortgaged Property resides.

     Borrower shall promptly furnish to U.S. Bank copies of all renewal notices
and all receipts of paid premiums. At least thirty (30) days prior to the
expiration date of any such policy, Borrower shall deliver to U.S. Bank a copy
of the renewal policy, or binder thereof, in form acceptable to U.S. Bank.

     If U.S. Bank is made a party defendant to any litigation concerning the
Loan Documents or the Mortgaged Property or any part thereof or interest
therein, or the occupancy thereof by Borrower, then Borrower shall indemnify,
defend and hold U.S. Bank harmless from all liability by reason of said
litigation, including reasonable attorneys' fees and expenses incurred by U.S.
Bank in any such litigation, whether or not any such litigation is prosecuted to
judgment. Borrower waives any and all right to claim or recover against U.S.
Bank, its officers, employees, agents and representatives, for loss of or damage
to Borrower, the Mortgaged Property, other property of Borrower or the property
of others under control of Borrower from any cause insured against or required
to be insured against by the provisions of the Mortgage.

     Borrower shall not take out separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this
Section unless U.S. Bank has approved the insurance company and the form and
content of the insurance policy, including, without limitation, the naming
thereon of U.S. Bank as a named insured with loss payable to U.S. Bank under a


                                       5
<PAGE>

standard mortgage clause of the character above described. Borrower shall
immediately notify U.S. Bank whenever any such separate insurance is taken out
and shall promptly deliver to U.S. Bank copies of the policies or binders
evidencing such insurance.

     Nothing contained in this Section shall prevent Borrower from keeping the
Improvements and Personal Property insured or causing the same to be insured
against the risks referred to in this Section under a policy or policies of
blanket insurance which may cover other property not subject to the lien of the
Mortgage; provided, however, that any such policy of blanket insurance (i) shall
specify therein the amount of the total insurance allocated to the Improvements
and Personal Property, which amount shall be not less than the amount otherwise
required to be carried under the Mortgage; (ii) shall not contain any clause
which would result in the insured thereunder becoming a co-insurer of any loss
with the insurer under such policy; and (iii) shall in all other respects comply
with the provisions of the Mortgage. By its acceptance of this Mortgage, U.S.
Bank acknowledges that the policies of insurance carried by the Borrower as of
the date hereof, as evidenced by the Certificates of Insurance delivered by
Borrower to U.S. Bank on or before the date hereof, comply with the provisions
of the Mortgage.

     U.S. Bank shall be entitled to receive all of the proceeds of said
insurance and, accordingly as U.S. Bank may elect, either apply such proceeds,
in whole or in part, toward payment of the Indebtedness, the unpaid portion of
the debt to remain in force, or to hold and apply such proceeds, without payment
or allowance of interest thereon, toward the repair or replacement of the
damaged or destroyed portion of the Improvements and Personal Property. The
foregoing to the contrary notwithstanding, provided that no Event of Default has
occurred and is continuing and provided that an insurance claim involves a
casualty loss of One Million Dollars ($1,000,000) or less, the Borrower shall
have the right, without the prior approval of U.S. Bank, to adjust such
insurance claim and receive insurance proceeds directly form the insurance
carrier for repair and restoration of the Property. At any time that an Event of
Default has occurred and is continuing, Borrower hereby authorizes and empowers
U.S. Bank to settle any claim in excess of One Million Dollars ($1,000,000.00)
under all such policies provided that same shall be reasonable under the
circumstances then existing and to demand, receive and receipt for all monies
becoming payable thereunder, whether or not the policies are held by Borrower
and whether or not they are made payable to U.S. Bank, and the companies issuing
such insurance policies are hereby notified, instructed, empowered and
authorized to make loss drafts payable to U.S. Bank.

     If the insurance proceeds are held by U.S. Bank to reimburse Borrower for
the cost of restoration and repair of the Improvements and the Personal
Property, the Improvements and Personal Property shall be restored to the
equivalent of its original condition or such other condition as U.S. Bank may
approve in writing. U.S. Bank may, at U.S. Bank's option, condition disbursement
of said proceeds on U.S. Bank's approval of such plans and specifications of an
architect satisfactory to U.S. Bank, cost estimates of contractors satisfactory
to U.S. Bank, architect's certificates, waivers of liens, sworn statements of
mechanics and materialmen and such other evidence of costs, percentage
completion of construction, application of payments, and satisfaction of liens
as U.S. Bank may reasonably require. If the insurance proceeds are applied to
the payment of the sums secured by the Mortgage, any such application of
proceeds shall not extend or postpone the due dates of the monthly installments
referred to in each of the Notes or change the amounts of such installments. If
the Mortgaged Property is sold pursuant to Section 19 hereof or if U.S. Bank
acquires title to the Mortgaged Property, U.S. Bank shall have all of the right,
title and interest of Borrower in and to any insurance policies and unearned
premiums thereon and in and to the proceeds resulting from any damage to the
Mortgaged Property prior to such sale or acquisition.

Notwithstanding any provision to the contrary contained herein, all insurance
proceeds for claims in excess of One Million Dollars ($1,000,000.00) shall be
held by U. S. Bank to reimburse Borrower for the cost of restoration and repair
of the Mortgaged Property (and shall not be applied toward the payment of the
Indebtedness until after restoration and repair of the Mortgaged Property)
provided each of the following shall obtain:

     (a) There shall at the time of the casualty and at all times thereafter
have occurred, no Event of Default as defined herein below;

     (b) Borrower shall notify U. S. Bank in writing of Borrower's intention to
perform such restoration or repair within sixty (60) days of the loss or
casualty;


                                       6
<PAGE>

     (c) Borrower shall be in compliance with the Debt Service Coverage Ratio
(as defined in the Loan Agreement) after taking into account any leases that are
terminated as a result of the casualty;

     (d) U. S. Bank shall receive evidence satisfactory to U. S. Bank that the
Mortgaged Property has been fully restored or that by application of such
proceeds it will be fully restored to its condition prior to the damage or
destruction, free and clear of all liens, except as otherwise expressly
permitted herein;

     (e) The insurance proceeds shall, in U. S. Bank's reasonable discretion, be
sufficient to restore the Mortgaged Property to the equivalent of its original
condition; provided that if such proceeds shall be insufficient to restore the
Mortgaged Property to the equivalent of its original condition in the sole
judgment of U. S. Bank, Borrower may deposit with U. S. Bank funds which,
together with such proceeds, shall be sufficient to restore the Mortgaged
Property to the equivalent of its original condition;

     (f) There shall in the reasonable judgment of U. S. Bank remain sufficient
time to complete the restoration or repair of the Mortgaged Property prior to
the Stated Maturity Date (as defined in the Note);

     (g) The excess of any insurance proceeds over the amount necessary to
complete the restoration or repair of the Mortgaged Property shall be applied as
a credit against any portion of the Indebtedness selected by U. S. Bank, in U.
S. Bank's sole discretion; and

     (h) Each and every one of the other requirements and conditions contained
in this paragraph shall be applicable.

     9. Escrow. Borrower, in order to more fully protect the security of the
Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely
pay taxes, assessments or insurance premiums as provided above, or if there
shall occur any Event of Default, as defined in the Loan Agreement, and U.S.
Bank does not elect to exercise its other remedies, then Borrower shall, upon
request of U.S. Bank, pay to U.S. Bank on the first day of each month, until the
Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or
estimated yearly taxes, assessments, premiums for such insurance as may be
required by the terms hereof and, if applicable, any replacement reserve amounts
payable by Borrower. U.S. Bank shall hold such monthly payments which may be
mingled with its general funds, without obligation to pay interest thereon,
unless otherwise required by applicable law, to pay such taxes, assessments, and
insurance premiums when due. Borrower agrees that sufficient funds shall be so
accumulated for the payment of said charges one (1) month prior to the due date
thereof and that Borrower shall furnish U.S. Bank with proper statements
covering the same fifteen (15) days prior to the due dates thereof. In the event
of foreclosure of the Mortgage, or if U.S. Bank should take a deed in lieu of
foreclosure, the amount so accumulated shall be credited on account of the
unpaid principal or interest. If the total of the monthly payments as made under
this Section shall exceed the payments actually made by U.S. Bank, such excess
shall be credited on subsequent monthly payments of the same nature, but if the
total of such monthly payments so made under this Section shall be insufficient
to pay such taxes, assessments, and insurance premiums then due, then said
Borrower shall pay upon demand the amount necessary to make up the deficiency,
which payments shall be secured by the Mortgage. To the extent that all the
provisions of this Section for such payments of taxes, assessments, and
insurance premiums to U.S. Bank, are complied with, Borrower shall be relieved
of compliance with the covenants contained in Sections 7 and 8 herein as to the
amounts paid only, but nothing contained in this Section shall be construed as
in any way limiting the rights of U.S. Bank at its option to pay any and all of
said items when due.

     10. Waste; Repair. Borrower shall neither commit nor permit any waste on
the Property and shall keep all Improvements now or hereafter erected on the
Property in good condition and repair.

     11. Alterations; Construction. Except as hereinafter provided or except
with the written consent of U.S. Bank, Borrower shall not remove, demolish or
alter any of the Improvements now existing or hereafter constructed on the
Property, or any of the Personal Property in or on the Property or Improve