<PAGE>

                                  EXHIBIT 10.38

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

                                 LOAN AGREEMENT

                          Dated as of December 20, 1999

                                  by and among

                           THE LENDERS PARTIES HERETO,

                                   as Lenders,

                         GOLDMAN SACHS MORTGAGE COMPANY,

                      as Syndication Agent for the Lenders,

                            THE BANK OF NOVA SCOTIA,

                     as Administrative Agent for the Lenders

                                       and

                            THE BANK OF NOVA SCOTIA,

                    as Collateral Agent for the Lenders, and

                     GRAND CANAL SHOPS MALL SUBSIDIARY, LLC

                                   as Borrower

<PAGE>

                                TABLE OF CONTENTS

ARTICLE I. CERTAIN DEFINITIONS..............................................
         Section 1.1. Definitions ..........................................

ARTICLE II. GENERAL TERMS...................................................
         Section 2.1. The Loan .............................................
         Section 2.2. Use of Proceeds.......................................
         Section 2.3. Security for the Loans................................
         Section 2.4. The Notes ............................................
         Section 2.5. Principal and Interest................................
         Section 2.6. Prepayment ...........................................
         Section 2.7. Application of Payments After an Event of Default.....
         Section 2.8. Method and Place of Payment...........................
         Section 2.9. Collateral for Certain Tenant Claims; Deposits
                      Into and Withdrawals from SNDA Deposit Escrow
                      Account; Delivery of SNDAs............................
         Section 2.10. Taxes ...............................................
         Section 2.11. Mortgage Recording Taxes.............................
         Section 2.12. Mall Retainage Escrow Account; Tax Escrow Accounts;
                      Insurance Escrow Account; Brokerage Commission
                      Account; TI Costs Account; Operating Expense
                      Account; Springing Cash Management Account............
         Section 2.13. Regulatory Change, etc...............................
         Section 2.14. Unavailability, etc..................................

ARTICLE III. CONDITIONS PRECEDENT...........................................
         Section 3.1. Conditions Precedent to the Lender's Obligation to
                      Execute and Deliver this Agreement and to Make
                      the Loan..............................................

ARTICLE IV. REPRESENTATIONS AND WARRANTIES..................................
         Section 4.1. Representations and Warranties........................
         Section 4.2. Survival of Representations...........................

ARTICLE V. AFFIRMATIVE COVENANTS............................................
         Section 5.1. Affirmative Covenants.................................

ARTICLE VI. NEGATIVE COVENANTS..............................................
         Section 6.1. Negative Covenants....................................

ARTICLE VII. DEFAULTS.......................................................
         Section 7.1. Event of Default......................................
         Section 7.2. Remedies .............................................
         Section 7.3. Remedies Cumulative...................................

ARTICLE VIII.  RELATIONSHIP BETWEEN TRUST PROPERTY AND PHASE II OF MALL.....
         Section 8.1.Notice Regarding Construction of Mall Phase II.........
         Section 8.2.Lender Approval Right with respect to the COREA........
         Section 8.3. Design Materials......................................

ARTICLE IX. THE AGENTS......................................................
         Section 9.1. Appointment and Authorization of the Agents...........
         Section 9.2.  Agent and Affiliates.................................
         Section 9.3.  Consultation with Experts............................
         Section 9.4.  Liability of Agent...................................
         Section 9.5.  Indemnification......................................
         Section 9.6.  Indemnification......................................
         Section 9.7.  Indemnification......................................
         Section 9.8.  Credit Decision......................................
         Section 9.9.  Successor Agent......................................
         Section 9.10.  Standard of Care of the Collateral Agent etc........
         Section 9.11.  Agent's Fee ........................................
         Section 9.12.  Construction........................................

<PAGE>

ARTICLE X. MISCELLANEOUS....................................................
         Section 10.1. Survival ............................................
         Section 10.2. Lender's Discretion..................................
         Section 10.3. Governing Law........................................
         Section 10.4. Modification, Waiver in Writing......................
         Section 10.5. Delay Not a Waiver...................................
         Section 10.6. Notices .............................................
         SECTION 10.7. TRIAL BY JURY........................................
         Section 10.8. Headings ............................................
         Section 10.9. Assignments and Participations.......................
         Section 10.10. Severability........................................
         SECTION 10.10. Collateral .........................................
         Section 10.11. Severability........................................
         Section 10.12. Preferences ........................................
         Section 10.13. Waiver of Notice....................................
         Section 10.14. Borrower's Remedies.................................
         Section 10.15. Exhibits Incorporated...............................
         Section 10.16. Offsets, Counterclaims and Defenses.................
         Section 10.17. No Joint Venture or Partnership.....................
         Section 10.18. Waiver of Marshalling of Assets Defense.............
         Section 10.19. Waiver of Counterclaim..............................
         Section 10.20. Conflict; Construction of Documents.................
         Section 10.21. Brokers and Financial Advisors......................
         Section 10.22. Counterparts........................................
         Section 10.23. Payment of Expenses.................................
         Section 10.24. Non-Recourse........................................
         Section 10.25. Servicer ...........................................
         Section 10.26. Sharing of Set-Offs.................................
         Section 10.27. Provisions Not for Benefit of Borrower..............
         Section 10.28. Confidentiality.....................................

ARTICLE XI. SECURITIZATION..................................................
         Section 11.1. Cooperation .........................................

ARTICLE XII. SUBORDINATION OF DEED OF TRUST TO CERTAIN EASEMENTS............
         Section 12.1. Subordination........................................
         Section 12.2. Costs and Expenses...................................




<PAGE>
<TABLE>
<CAPTION>

                  Exhibits
<S>               <C>
A        -        Note (Form)

B        -        Deed of Trust, Assignment of Leases and Rents, Security
                  Agreement and Fixture Filing (Form)

C        -        Assignment of Leases and Rents (Form)

D                 Environmental Indemnity (Form)

E        -        Principal Non-Recourse and Limited Environmental Matters
                  Carve-Out Guaranty (Form)

F        -        Contract Assignment (Form)

G        -        Cash Collateral Agreement (Form)

H        -        Principal Guaranty (Form)

I-1      -        Retail Lease (Form)

I-2               Restaurant Lease (Form)

J-1      -        Material Junior Loan Document Provisions

J-2               Junior Loan Estoppel Certificate

J-3      -        Junior Loan Subordination Provisions

J-4      -        Junior Loan Transfer Restrictions

K        -        Financial Statements (Form)

L        -        Scope Change Guaranty (Form)

M        -        Subordination Non-disturbance and Attornment Agreement
                  (Form)

N        -        Escrow Provisions

O        -        Funding Agents' Disbursement and Administration Agreement

P        -        Mall Retainage Pledge Agreement

Q        -        Certain Intellectual Property

R        -        [Intentionally omitted]
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Schedules
<S>               <C>
A        -        Categories of Tangible Personal Property

B        -        Environmental Matters Schedule

C-1      -        Existing Tenant Claims

C-2      -        SNDA Required Leases

D-1      -        Single-Purpose Entity Provisions (Borrower)

D-2               Single-Purpose Entity Provisions (Manager)

E        -        Independent Director Definition

F        -        [Intentionally Omitted]

G-1      -        COREA Qualified Lease Requirements

G-2      -        Pre-Approved COREA Qualified Leases

H-1      -        SNDA Qualified Lease Requirements

H-2      -        Pre-Approved SNDA Qualified Leases

I        -        Certain Takings
</TABLE>

<PAGE>

                                 LOAN AGREEMENT

                  THIS LOAN AGREEMENT,  dated as of December 20, is by and among
(i) the LENDERS from time to time parties  hereto,  (ii) GOLDMAN SACHS  MORTGAGE
COMPANY, a New York limited partnership,  having an address c/o Goldman, Sachs &
Co., 85 Broad Street,  New York, New York 10004, as Syndication Agent, (iii) THE
BANK OF NOVA  SCOTIA,  a  Canadian  Chartered  bank,  having an  address  at 580
California   Street,   Suite  2100,  San   Francisco,   California   94104,   as
Administrative  Agent, (iv) THE BANK OF NOVA SCOTIA, a Canadian  Chartered bank,
having  an  address  at  580  California  Street,  Suite  2100,  San  Francisco,
California   94104,  as  Collateral  Agent,  and  (v)  GRAND  CANAL  SHOPS  MALL
SUBSIDIARY,  LLC, a Delaware  limited  liability  company,  having its principal
place of business at 3355 Las Vegas  Boulevard  South,  Las Vegas,  Nevada 89109
(the "Borrower").

                                    RECITALS

                  WHEREAS, pursuant to, and subject to the terms, conditions and
provisions of, the Loan Commitment  Letter (as defined below),  the Lenders have
agreed to make the Loan (as defined below) to Borrower;

                  WHEREAS,  it is a  condition,  among  others,  of the  Lenders
commitment  to make the Loan,  that the  Borrower  simultaneously  executes  and
delivers this Agreement, the Notes and the other Loan Documents (each as defined
below);

                  WHEREAS,  the Lenders have retained the Collateral  Agent, the
Administrative Agent and the Syndication Agent to perform certain duties for the
Lenders under the Loan Documents and the Collateral  Agent,  the  Administrative
Agent and the Syndication Agent have agreed to perform such duties;

                  NOW,  THEREFORE,  in consideration of agreement by the Lenders
to make the Loan to the Borrower and the covenants, agreements,  representations
and warranties set forth in this Agreement, the parties hereby covenant,  agree,
represent and warrant as follows:

                                   ARTICLE I.

                               CERTAIN DEFINITIONS

                  Section 1.1. Definitions.  For all purposes of this Agreement:
(1) the capitalized  terms defined in this Article I have the meanings  assigned
to them in this Article I, and include the plural as well as the  singular;  (2)
all accounting terms have the meanings assigned to them in accordance with GAAP;
(3) the words  "herein",  "hereof",  and  "hereunder" and other words of similar
import  refer to this  Agreement as a whole and not to any  particular  Article,
Section,  or other subdivision;  (4) the term "including" shall mean "including,
without limitation" and (5) the following terms have the following meanings:

                  "Acceptable  Leasing  Broker"  means (A) a  leasing  brokerage
company  that is then the  exclusive  leasing  broker for  first-class  regional
shopping centers containing,  in the aggregate, at least 10 million net rentable
square  feet in the United  States  (exclusive  of the Trust  Property),  (B) an
Affiliate of Borrower reasonably  acceptable to Administrative  Agent based upon
such Affiliate's  employees' leasing brokerage experience and employment history
with one or more professional leasing brokerage companies that were, at the time
of  each  such  employee's  employment  with  the  applicable  compan(ies),  the
exclusive  leasing brokers for first-class  regional  shopping  centers,  or (C)
another Person  acceptable to  Administrative  Agent (based upon the decision of
the Required Lenders) in its sole discretion.

                  "Acceptable   Manager"   means  (A)  Forest  City   Commercial
Management,  Inc., (B) another professional management company that then manages
first-class regional shopping centers containing,  in the aggregate, at least 10
million net rentable  square feet in the United  States  (exclusive of the Trust
Property),   (C)  an  Affiliate  of  Borrower   reasonably   acceptable  to  the
Administrative Agent based upon such Affiliate's  employees' property management
experience  and  employment  history  with  one or  more  professional  property
management  companies that, at the time of each such employee's  employment with
the applicable  compan(ies),  managed first-class  regional shopping centers, or
(D) another Person  acceptable to  Administrative  Agent in its sole  discretion
(based upon the decision of the Required Lenders).

                  "Accepted   Practices"  means  such  practices  as  commercial
mortgage  collateral  agents would follow in the normal course of their business
in performing  administrative  and  custodial  duties with respect to collateral
which is generally similar to the Collateral.

                  "Account Party  Sideletter"  means,  with respect to any given
Letter of Credit, a document,  in form and substance reasonably  satisfactory to
Administrative  Agent,  pursuant to which the account  party under the Letter of
Credit (x)  covenants  and agrees  that until the  Indebtedness  shall have been
indefeasibly  paid in full,  such account party shall  withhold  exercise of any
claim, right or remedy,  direct or indirect,  that such account party shall then
or thereafter have against  Borrower or any of its assets,  in each case whether
such claim, right or remedy arises in equity, under contract, by statute,  under
common  law  or  otherwise   (including,   without  limitation,   any  right  of
subrogation,   reimbursement,   contribution  or  indemnification)   arising  in
connection with the Letter of Credit and (y) subordinates all claims against the
Borrower to those of the Lenders and of the Agents.

<PAGE>

                  "Actual Rent" shall mean, for any period of time, with respect
to any COREA  Qualified  Lease,  all minimum  (i.e.,  exclusive of percentage or
additional)  and  percentage  rent (but  excluding  any prepaid rent (other than
minimum rent for the first full calendar month and/or last calendar month of the
term of the applicable  lease that was prepaid upon lease  execution))  that was
actually paid by the tenant  thereunder with respect to such period minus (x) in
the case of the Canyon Ranch  Operating  Lease,  all rent that was payable under
the Canyon  Ranch Master Lease for such period and (y) in the case of the Lutece
Operating  Lease,  all rent that was payable  under the Lutece  Master Lease for
such period.

                  "Adjacent  Property Expense" means any expense or other amount
that is payable in  connection  with, or allocable to, the Real Property (or any
portion   thereof)  or  any  other  property  (in  each  case,  other  than  the
Collateral);  provided that amounts  payable by the Borrower (v) pursuant to the
express  terms of the ESA or (w)  pursuant to the  express  terms of the REA (or
pursuant to separate agreements  contemplated by the express terms of the REA or
the ESA and,  in either  case,  executed  in  accordance  with the terms of this
Agreement) shall not be deemed to constitute "Adjacent Property Expenses".

                  "Adjusted LIBOR" means,  with respect to each Interest Accrual
Period,  a rate of interest  per annum  obtained by dividing  (i) LIBOR for such
Interest  Accrual  Period by (ii) a  percentage  equal to 100 percent  minus the
Reserve  Percentage  then in effect,  to the extent  applicable  to a particular
Lender.

                  "Administrative  Agent" means  Scotiabank,  in its capacity as
administrative  agent for the  Lenders  hereunder,  and its  successors  in such
capacity.

                  "Affiliate" or  "affiliate" of any specified  Person means any
other  Person  controlling,  controlled  by or under  common  control  with such
specified Person. For the purposes of this definition,  "control" when used with
respect to any  specified  Person means the power to direct the  management  and
policies of such Person,  directly or indirectly,  whether through the ownership
of voting  securities or other beneficial  interests,  by contract or otherwise;
and the terms  "controlling" and "controlled"  have the meanings  correlative to
the foregoing.

                  "Agents" means the collective  reference to the Administrative
Agent, the Syndication Agent and the Collateral Agent.

                  "Agreement"  means this Loan  Agreement,  as the same may from
time to time hereafter be modified, supplemented or amended.

                  "Amortization  Achievement Date" the first date upon which (a)
the sum of (i) the then aggregate outstanding principal balance of the Loan plus
(ii) the then aggregate  outstanding  principal balance of the Junior Loan shall
equal (b) the sum of (i) the original principal amount of the Loan plus (ii) the
original  principal amount of the Junior Loan (i.e. without giving effect to any
capitalization of accrued interest).

                  "Applicable Margin" means three and one-half percent (3.50%).

                  "Applicable  Tax  Percentage"   means  the  highest  aggregate
effective  marginal  rate of  federal,  state  and  local  income  tax or,  when
applicable,  alternative  minimum tax (after giving effect to  deductibility  of
state and local  taxes and the tax rate  applicable  to  ordinary  income and to
capital gains,  as the case may be) to which any direct or indirect  member or S
corporation  shareholder  of Borrower or the Junior  Lender (if an  Affiliate of
Borrower),  as applicable,  subject to the highest marginal rate of tax would be
subject  in  the  relevant   year  of   determination   (as   certified  to  the
Administrative  Agent by a nationally  recognized tax accounting  firm),  taking
into account only that member's or S corporation  shareholder's  share of income
and deductions  attributable  to its interest in Borrower or such Junior Lender,
as applicable.

                  "Appraisal"  means that  certain  Complete  Appraisal  of Real
Property  (Grand Canal Shoppes at Venetian)  dated November 8, 1999 prepared for
Goldman Sachs Mortgage Company by Cushman & Wakefield of Oregon, Inc.

                  "Appraiser" means Cushman & Wakefield of Oregon, Inc. or any
                   ---------
other nationally recognized appraiser acceptable to the Administrative Agent.

<PAGE>

                  "Approval  Criteria"  means,  as of  any  applicable  date  of
determination, that either (a)(i) Mall Phase I shall have been open for business
and  operating  for a period of at least  twelve  calendar  months  and (ii) the
Actual Rent that Borrower shall have actually  received from tenants under COREA
Qualified  Leases with  respect to the then  immediately  preceding  twelve (12)
calendar  months  plus  Concession  Income  that  Borrower  shall have  actually
received with respect to such twelve (12)  calendar  month period shall equal or
exceed  $21,000,000,  (b)(i) Mall Phase I shall have been open for  business and
operating  for a period of less than twelve  calendar  months (the period during
which Mall Phase I shall have been open for  business and  operating,  the "Test
Period")  and (ii) the sum of (A) the  Actual  Rent  that  Borrower  shall  have
actually  received from tenants under COREA Qualified Leases with respect to the
Test  Period  plus the  Concession  Income  that  Borrower  shall have  actually
received  with  respect  to the Test  Period  plus (B) the  aggregate  amount of
Projected  Rent that tenants under COREA  Qualified  Leases and COREA  Qualified
Lease  Commitments  shall be required to pay with  respect to the portion of the
12-month  period that  follows the date upon which Mall Phase I shall have first
been open for  business  and  operating  which  excludes  the Test  Period  (the
"Projected  Rent Period") plus the  Concession  Income  reasonably  projected by
Administrative  Agent to be paid to Borrower for the Projected Rent Period shall
equal  or  exceed  $21,000,000  or  (c)(i)  Mall  Phase I shall  not be open for
business or operating as of such date of  determination  and (ii) the  aggregate
amount of Projected  Rent that tenants  under COREA  Qualified  Leases and COREA
Qualified Lease Commitments shall be required to pay with respect to the initial
period of twelve (12) calendar months  following the opening of Phase I Mall for
business  shall equal or exceed  $21,000,000.  For purposes of this  definition,
Phase I Mall shall be deemed to have first been open for business and  operating
on June 16, 1999.

                  "Approved  COREA"  shall mean a COREA that is  approved by the
Administrative Agent in accordance with the terms of this Agreement.

                  "Assessment  Date"  shall  mean the first  date upon which the
Mall Space,  the Retail  Annex  Land,  the Mall and the Retail  Annex,  shall be
assessed, for real estate tax purposes, separately from any other portion of the
Real Property.

                  "Assignment of Leases and Rents" means that certain Assignment
of Leases  and Rents in the form  attached  hereto as Exhibit C, dated as of the
Closing Date,  granted by the Borrower to the Collateral  Agent, for the benefit
of the Lenders, with respect to the Real Property, as same may from time to time
may be amended, supplemented, or otherwise modified.

                  "Automatically  Qualified SNDA Lease" has the meaning given in
the definition of "SNDA Qualified Lease" contained herein.

                  "Bank" means a financial institution  reasonably acceptable to
the Administrative Agent.

                  "Bank Account Collateral" means the collective reference to:

(i)      all of the  Borrower's  right,  title and  interest  in and to the Bank
         Accounts  and  the  Instruments  and  securities  (including,   without
         limitation, Permitted Investments), if any, from time to time deposited
         or held in the Bank Accounts or otherwise held by or for the benefit of
         the Collateral Agent pursuant to the terms hereof;

(ii)     all interest, dividends, Money, and other funds and other property from
         time to time on deposit in the Bank Accounts or received, receivable or
         otherwise  payable in respect of, or in exchange for, the Bank Accounts
         or Permitted Investments; and

(iii)    to the extent not covered by clause (i) or (ii) above,  all Proceeds of
         any or all of the  foregoing  (except to the extent that such  Proceeds
         shall  have  been  disbursed  to  Borrower  from the Bank  Accounts  in
         accordance  with the  provisions  of the Loan  Documents and applied in
         accordance with the provisions of the Loan Documents).

                  "Bank  Accounts"  means the  collective  reference  to the Tax
Escrow Account, the Cash Management Account, Management Fees Escrow Account, the
Brokerage  Commission  Account,  the TI Costs Account and the Operating  Expense
Account and the SNDA Deposit Escrow Account".

                  "Base Rate"  means,  at any time,  225 basis  points above the
higher  of (x) the  Prime  Rate or (y) the rate  which is one half  (1/2) of one
percent (1%) above the Federal Funds Rate.

                  "Billboard  Additional  Premises"  means the premises  demised
under the Billboard Master Lease.

<PAGE>

                  "Billboard  Master Lease" means that certain  Master Lease for
Additional  Billboard Space dated as of November 14, 1997 between  Venetian,  as
landlord,  and Mall  Construction,  as tenant,  as amended by that certain First
Amendment to Master Lease for  Additional  Billboard  Space to Lease dated as of
July  23,  1999,  the  tenant's  interest  under  which  was  assigned  by  Mall
Construction  to  Grand  Canal  pursuant  to the  that  certain  Assignment  and
Assumption  of  Additional  Billboard  Space dated as of  November  12, 1999 and
further assigned by Grand Canal to Borrower pursuant to that certain  Assignment
and Assumption of Additional Billboard Space dated as of the date hereof, as the
same may be further  amended,  supplemented  or otherwise  modified from time to
time in accordance with the terms of the Deed of Trust.

                  "Billboard  Operating  Lease" means that  certain  Amended and
Restated  Restaurant Lease dated as of June 26, 1997, as amended by that certain
First  Amendment of Amended and Restated  Restaurant  Lease dated as of July 23,
1999, between Venetian, as landlord, and H&H of Nevada, LLC, as assignee of B.L.
International of Nevada, Inc.  (inadvertently referred to as "B.L. of Las Vegas,
Inc." in such  lease),  as  tenant,  the  landlord's  interest  under  which was
assigned by Venetian to Mall  Construction  pursuant to that certain  Assignment
and Assumption of Billboard Lease dated as of July 23, 1999 and further assigned
by Mall  Construction  to Grand Canal  pursuant to that certain  Assignment  and
Assumption of Billboard Lease dated as of November 12, 1999 and further assigned
by Grand Canal to Borrower pursuant to that certain Assignment and Assumption of
Billboard  Lease of even  date  herewith,  as the same may be  further  amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms hereof.

                  "Borrower" has the meaning  provided in the first paragraph of
this Agreement.

                  "Borrowing Date" means the Closing Date.
                   --------------

                  "Borrower's  Certificate"  means a certificate in favor of the
Lenders and the Agents which is signed by an authorized  officer of the Borrower
on behalf of the Borrower.

                  "Breakage  Costs"  means,  with respect to the  prepayment  or
repayment of any principal amount of the Loan (including, without limitation, as
a result  of an  Event of  Default),  the  actual  losses,  costs  and  expenses
(including,  without limitation,  reasonable attorneys' fees,  disbursements and
other expenses)  suffered by the Lenders  attributable to (i) the making of such
prepayment or repayment on a date other than a Payment Date, or (ii) the failure
of Borrower to give the notice  required  herein with respect to any  prepayment
occurring on a Payment Date, in each case, as determined, in good faith, by each
Lender and  communicated in writing to the  Administrative  Agent (who, in turn,
shall  communicate  the same to the Borrower).  "Breakage  Costs" shall include,
without  limitation  (but without  duplication),  (x) actual  losses,  costs and
expenses  arising from interest,  fees and other amounts  payable by a Lender to
lenders of funds  obtained by it in order to make or maintain its portion of the
Loan and (y) to the extent  representing  Lenders'  actual  losses,  funds in an
amount equal to the excess, if any, of (i) the amount of interest that otherwise
would have accrued on the principal  amount of the Loan so prepaid or repaid for
the period from the date of such  prepayment or repayment to the last day of the
then  current  Interest  Accrual  Period (or, in the case of a  prepayment  on a
Payment  Date  without the  required  notice,  the period from such Payment Date
through the end of the Interest  Accrual Period which  commences on such Payment
Date) at the rate of interest which would have been applicable  herein over (ii)
the amount of  interest  that  otherwise  would have  accrued on such  principal
amount for such period at a rate per annum equal to LIBOR in effect two Business
Days prior to the date of such prepayment or repayment.

                  "Brokerage  Agreement" means a brokerage agreement executed in
accordance with the provisions  hereof, in any case, as the same may be amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms hereof.

                  "Brokerage  Commissions" means brokerage  commissions and fees
payable by Borrower in connection with Permitted Leases.

                  "Brokerage Commission Deposit" shall mean $605,800.

                  "Brokerage  Commissions  Account" has the meaning  provided in
Section 2.12(d)(1).

                  "Business  Day"  means any day other than a day which is (i) a
Saturday  or a  Sunday  or  (ii) a day  on  which  federally-insured  depository
institutions  are  authorized  or  obligated  by  law,  governmental  decree  or
executive  order to be  closed;  provided  that  when used  with  respect  to an
Interest Determination Date or an Interest Accrual Period,  "Business Day" shall
mean a day on which  banks in London,  England  and New York City,  New York are
open for dealing in foreign currency and exchange.

<PAGE>

                  "Canyon Ranch Additional Premises" means the premises demised
                   --------------------------------
under the Canyon Ranch Master Lease.

                  "Canyon  Ranch Master  Lease" means that certain  Master Lease
for Additional Canyon Ranch Space dated as of June 1, 1998 between Venetian,  as
landlord,  and Mall  Construction,  as tenant,  as amended by that certain First
Amendment to Master Lease for Additional  Canyon Ranch Space dated as of June 1,
1998  between  Venetian,  as landlord,  and Mall  Construction,  as tenant,  the
tenant's  interest under which was assigned by Mall  Construction to Grand Canal
pursuant  to  that  certain  Assignment  and  Assumption  of  Master  Lease  for
Additional Canyon Ranch Space dated as of November 12, 1999 and further assigned
by Grand Canal to Borrower pursuant to that certain Assignment and Assumption of
Master Lease for Additional  Canyon Ranch Space dated as of the date hereof,  as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms of the Deed of Trust.

                  "Canyon Ranch Operating  Lease" means that certain Lease dated
as of June 1, 1998 between  Mall  Construction,  as landlord,  and CR Las Vegas,
LLC,  as tenant,  the  landlord's  interest  under  which was  assigned  by Mall
Construction  to Grand Canal pursuant to that certain  Assignment and Assumption
of Canyon  Ranch  Lease dated as of  November  12, 1999 and further  assigned by
Grand Canal to Borrower  pursuant to that certain  Assignment  and Assumption of
Canyon  Ranch  lease  of  even  date  herewith,  as the  same  may  be  amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms hereof.

                  "Capital  Expenditures"  means  costs of capital  expenditures
(determined in accordance with GAAP) incurred or to be incurred,  as the context
requires,   by  the  Borrower  in  connection  with   replacements  and  capital
improvements  and repairs made or to be made,  as the context  requires,  to the
Real Property.

                  "Cash Collateral Agreement" means that certain Cash Collateral
Agreement, in the form of Exhibit G attached hereto, dated as of the date hereof
by the Borrower in favor of the Collateral Agent for the benefit of the Lenders,
as the same may be amended,  supplemented  or  otherwise  modified  from time to
time.

                  "Cash  Management  Account"  has the meaning  given in Section
2.12(i)(ii).

                  "Casualty" means a fire or other casualty  resulting in damage
to or  destruction  of, or other loss with respect to, the Real Property (or any
portion thereof).

                  "Casualty  Consultant" has the meaning  provided in subsection
5.l(X)(xiv).

                  "Closing Date" means the date hereof.

                  "Code"  means the Internal  Revenue Code of 1986,  as amended,
and as it may be  further  amended  from time to time,  any  successor  statutes
thereto,  and applicable U.S. Department of Treasury regulations issued pursuant
thereto in temporary or final form.

                  "Collateral"  means,  collectively,  (a) fee title to the Mall
Space and to the Retail Annex Land, (b) fee title to the Mall Improvements,  (c)
the leasehold  estate in the Billboard  Additional  Premises created pursuant to
the Billboard  Master Lease, the leasehold estate in the Canyon Ranch Additional
Premises  created  pursuant to the Canyon Ranch  Master Lease and the  leasehold
estate in the Lutece  Additional  Premises created pursuant to the Lutece Master
Lease,  (d) the Bank Account  Collateral,  (e) the Mall Retainage Escrow Account
Collateral,  (f) the Leases  and Rents,  (g) the  Contracts  (as  defined in the
Contract Assignment),  (h) the Interest Rate Cap Agreement, (i) the remainder of
the Trust Property (as defined in the Deed of Trust) and (j) all other property,
rights and  interests  which are or  hereafter  may become  subject to a Lien in
favor of the Collateral Agent for the benefit of the Lenders as security for the
Indebtedness.

                  "Collateral  Agent"  means  Scotiabank,  in  its  capacity  as
collateral agent for the Lenders hereunder, and its successors in such capacity.

                  "Collateral  Security  Instruments"  means all Liens,  rights,
documents and  instruments  given as security for the Loan,  including,  without
limitation, the Deed of Trust, the Assignment of Leases and Rents, the Manager's
Subordination,   the  Broker's  Subordination,   the  Contract  Assignment,  the
Retainage Pledge Agreement and the Cash Collateral  Agreement,  as any or all of
the foregoing may be amended,  supplemented  or otherwise  modified from time to
time.

<PAGE>

                  "Commercially   Reasonable   Owner"   means   a   commercially
reasonable and prudent owner of the Collateral (and no other property, rights or
interests) (assuming that, at the time in question,  such owner, and each holder
of a direct or indirect interest in such owner, has equity in the Collateral).

                  "Common  Charges" shall mean all common charges,  assessments,
fees and  other  charges,  of every  kind and  nature  whatsoever,  general  and
special, ordinary and extraordinary,  unforeseen and foreseen, which at any time
may be validly assessed, levied, confirmed or imposed on the Borrower and/or the
Property under the REA or any other Property Agreement.

                  "Common  Facilities"  shall have the meaning given in the Deed
of Trust.

                  "Competing  Facility" means a  Convention/Trade  Show Facility
that is located in the City of Las Vegas and/or County of Clark, State of Nevada
(other than (a) the "Sands Exposition and Convention Center" and (b) meeting and
conference  facilities  that  (i) are not  used for  conventions,  trade  shows,
expositions,  or other shows or  exhibitions  of the type  generally held at the
"Sands Exposition and Convention  Center" (unless (x) the facilities in question
shall not be located on the Land, and (y) less than fifteen percent (15%) of the
total  revenues  generated  by such  facilities  shall be derived  from shows or
expositions of the type  generally held at the "Sands  Exposition and Convention
Center"),  (ii)  constitute an ancillary part of a hotel and (iii) the aggregate
net rentable square footage of which is less than 150,000 square feet).

                  "Competitor"  means a Person that (i) owns or operates  (or is
an Affiliate  of an entity that owns or operates) a casino  located in Nevada or
New Jersey, a shopping center or mall located in Nevada or a Competing  Facility
and/or (ii) is a union pension fund.

                  "Concession Income" means, with respect to any given period of
time, fees paid or payable,  as the context requires,  by third party members of
the general public (e.g., excluding officers, directors, members,  shareholders,
partners,  and employees of Borrower or any Affiliate  thereof) for rides on the
gondolas  that  traverse  the  canals  at the Mall  (the  "Gondola  Concession")
operated at the Mall by Borrower,  provided  that any such fee was paid pursuant
to an arms-length transaction.

                  "Condemnation  Proceeds" means, in the event of a Taking,  the
proceeds in respect of such Taking,  less (x) the  applicable REA Lender(s)' and
the Trustee's actual and reasonable out-of-pocket costs of recovering and paying
out such proceeds in accordance with the provisions of this Agreement and of the
REA(including,  without limitation, reasonable attorney's fees and expenses) and
(y) the applicable REA Owner(s)'  actual and reasonable  out-of-pocket  costs of
recovering  such proceeds in accordance  with the terms of this Agreement and of
the  REA  (including,   without  limitation,   reasonable  attorney's  fees  and
expenses).

                  "Contingent  Obligation"  means any obligation of the Borrower
guaranteeing any indebtedness,  leases, dividends or other obligations ("primary
obligations") of any other Person (the "primary obligor") in any manner, whether
directly or indirectly.  Without  limiting the generality of the foregoing,  the
term  "Contingent  Obligation"  shall  include any  obligation  of the Borrower,
whether or not contingent:

(i)       to purchase any such primary obligation or any property constituting
         direct or indirect security therefor;

(ii)      to advance or supply funds (x) for the purchase or payment of any such
         primary obligation or (y) to maintain working capital or equity capital
         of the primary obligor;

(iii)    to purchase property,  securities or services primarily for the purpose
         of assuring the owner of any such primary  obligation of the ability of
         the primary obligor to make payment of such primary obligation; or

(iv)     otherwise  to  assure  or hold  harmless  the  owner  of  such  primary
         obligation against loss in respect thereof.

                  The amount of any Contingent  Obligation shall be deemed to be
an amount  equal to the  portion  of the  stated or  determinable  amount of the
primary obligation in respect of which such Contingent  Obligation is made which
is then  outstanding or, if not stated or determinable,  the maximum  reasonably
anticipated  liability in respect thereof  (assuming the Borrower is required to
perform thereunder) as determined by the Administrative Agent in good faith.

                  "Contract   Assignment"  means  that  certain   Assignment  of
Contracts,  Licenses, Permits, Agreements,  Warranties and Approvals in the form
attached  hereto as Exhibit F, dated as of the Closing  Date and executed by the
Borrower in favor of the Collateral Agent for the benefit of the Lenders, as the
same may from  time to time be  amended,  supplemented,  extended  or  otherwise
modified.

<PAGE>

                  "Convention/Trade  Show  Facility"  means  any  or  all of the
following:  a convention,  meeting,  conference,  exposition  and/or  exhibition
center  or  facility,  or any  other  facility  that  provides  space  for or to
conventions,  expositions,  meetings, conferences, trade shows or other shows or
exhibitions of the type  generally held at the "Sands  Exposition and Convention
Center".

                  "COREA"  means  a   construction,   operation  and  reciprocal
easement agreement between Borrower and Mall II Sub with respect to Mall Phase I
and Mall Phase II, (a) which agreement,  among other things, (i) is an agreement
that a  Commercially  Reasonable  Owner  of Mall  Phase I  would  execute,  (ii)
contains guidelines relating to the design of Mall Phase II (including,  without
limitation,  the  connection(s)  between  Mall Phase I and Mall  Phase II),  and
relating to  alterations  and  maintenance of Mall Phase I and Mall Phase II, so
that,  among  other  things,  the  malls  are  architecturally   harmonious  and
constructed and maintained in a first-class manner, (iii) provides for the joint
maintenance,  leasing,  marketing,  management and operation, by one third-party
property  manager and one  third-party  leasing agent,  of Mall Phase I and Mall
Phase II,  (iv)  requires  each mall  owner to pay (A) all  operating  and other
expenses that are directly allocable to its mall and (B) an equitable portion of
all operating and other expenses that are not directly  allocable to either mall
but otherwise relate to the "integrated mall" ("Shared Expenses"),  (v) provides
for approval of a leasing plan and, with respect to all operating  expenses that
should   appropriately  be  Shared  Expenses,   an  operating  budget  prior  to
commencement  of  operation  of Mall  Phase II and each  year  thereafter,  (vi)
provides  that each of  Borrower  and Mall II Sub is  entitled  to  receive  and
retain, for its own account, all revenue generated by Mall Phase I or Mall Phase
II, as  applicable,  (vii)  allows each mall owner to sell and finance its mall,
and, in connection  therewith,  to assign or mortgage its interest in the COREA,
(viii)  provides  for the  granting of  appropriate  easements  across each mall
owner's property,  (ix) contains provisions relating to restoration of the malls
after casualty and condemnation and (x) contains a mechanism to resolve disputes
under the COREA  and (b) the  execution  and  performance  of which  will not be
likely to cause a  Material  Adverse  Effect,  provided  that,  if the  Approval
Criteria are satisfied, the Administrative Agent shall not assert that execution
and  performance of the COREA is likely to cause a Material  Adverse Effect as a
result of the fact that, notwithstanding Mall Sub I and Mall Sub II's compliance
with the terms of the COREA,  (1)  tenants in Mall Phase II and  tenants in Mall
Phase I may compete for the same customers  and/or (2)  prospective  tenants may
elect to lease space in Mall Phase II rather than in Mall Phase I.

                  "COREA   Qualified   Lease"   means,   as  of  any   date   of
determination,  a Lease  (i)(a) that  substantially  conforms to the  applicable
(e.g., retail or restaurant)  standard lease form attached hereto as Exhibit I-1
or  Exhibit  I-2,  as  applicable  (with  such  changes  thereto  as both  (x) a
Commercially Reasonable Owner would agree to and (y) are not likely to result in
a Material Adverse Effect), provided that in no event shall such changes include
a right of the tenant to terminate  the Lease  (except for rights to  terminate,
due to a Casualty or Taking,  that both a  Commercially  Reasonable  Owner would
agree to and that are not likely to result in a Material Adverse  Effect)),  (b)
which,  in the case of a Lease that was  theretofore  entered  into,  is in full
force and effect  and under  which  there is no  monetary  default  or  material
non-monetary  default and (c) that complies with the  provisions of Schedule G-1
attached  hereto (as such  provisions  may be changed from time to time with the
prior  consent  of  the  Administrative   Agent  (which  consent  shall  not  be
unreasonably  withheld  or  delayed))  or  (ii)  is  otherwise  approved  by the
Administrative  Agent  (which  approval  shall not be  unreasonably  withheld or
delayed);  provided that, notwithstanding the foregoing, each Lease described on
Schedule G-2 hereto shall be deemed to be a "COREA  Qualified Lease" so long as,
at the time in question,  such Lease is in full force and effect and there is no
monetary default or material non-monetary default under such Lease.

                  "COREA  Qualified  Lease  Commitment"  shall  mean  a  binding
commitment  (other  than a  Lease)  from a  tenant  to  lease  space in the Mall
Improvements,  which commitment is acceptable to the Administrative Agent in its
sole discretion.

                  "COREA Rent" means,  with respect to any  determination  as to
whether the Approval  Criteria are satisfied,  the  collective  reference to all
Actual Rent and Projected Rent that is relevant to such determination.

                  "Deed of Trust" means that certain Fee and  Leasehold  Deed of
Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, in
the form attached hereto as Exhibit B, dated as of the Closing Date,  granted by
the Borrower to Lawyers Title of Nevada,  Inc. for the benefit of the Collateral
Agent for the  benefit of the  Lenders  with  respect to the Trust  Property  as
security for, among other things, the Indebtedness, as the same may from time to
time be amended, supplemented, extended or otherwise modified.

                  "Default" means the occurrence of any event which, but for the
giving of notice or the passage of time, or both, would be an Event of Default.

<PAGE>

                  "Default  Rate" means the per annum interest rate equal to the
lesser  of (i) the  Interest  Rate  plus  4.00%  per  annum or (ii) the  maximum
interest  rate which the  Borrower  may by law pay or the  applicable  Lender or
Lenders may charge and collect under applicable Legal Requirements.

                  "Deposit  Date" means the first  Business Day of each calendar
month.

                  "Disbursement  Agent"  shall  have  the  meaning  given in the
FADAA.

                  "Dollars"  means  dollars  in lawful  currency  of the  United
States of America.

                  "Debt  Service"  shall  mean,  for any period of six  calendar
months, the aggregate amount of interest that was payable in respect of the Loan
with respect to such period.

                  "DSCR" shall mean, for any period of six calendar  months,  an
amount equal to the quotient of (A) DSCR NOI with respect to such period divided
by (B) Debt Service with respect to such period.

                 "DSCR Event" has the meaning provided in Section 2.12(i)(i).

                 "DSCR Materials" has the meaning provided in Section 2.12(i)(i)
                  --------------

                 "DSCR Period" has the meaning provided in Section 2.12(i)(i)
                  -----------

                  "DSCR NOI" shall mean, for any period of six calendar  months,
the excess of (A) DSCR Revenues for such period over (B) DSCR Operating Expenses
for such period.

                  "DSCR  Operating  Expenses"  shall mean, for any period of six
calendar months,  as determined in accordance with sound  accounting  principles
consistently applied, the sum of (A) all Operating Expenses actually expended by
Borrower  in  respect of the Trust  Property  (or  required  to be  expended  by
Borrower in order to maintain and operate the Trust  Property as required  under
the Loan Documents) during such period plus (B) $700,000.

                  "DSCR  Revenues"  shall mean,  for any period of six  calendar
months,   as  determined  in  accordance   with  sound   accounting   principles
consistently  applied,  all Rents  actually  received  by  Borrower  during such
period.

                  "Eligible  Account"  means a bank account  located at the Bank
that is separate  and  identifiable  from all other  funds held by the Bank.  An
Eligible Account shall not be evidenced by a certificate of deposit, passbook or
other instrument.

                  "Eligible  Institution"  means an institution whose commercial
paper,  short-term debt obligations or other  short-term  deposits have at least
the third highest  rating given by a nationally  recognized  statistical  rating
agency selected by the Administrative Agent (e.g., a rating of "A" by S&P).

                  "Environmental  Auditor"  means EMG or such other  Independent
environmental  auditor as shall be  selected  by  Borrower  and  approved by the
Administrative  Agent  (which  approval  shall not be  unreasonably  withheld or
delayed).

                  "Environmental Claim" means any written notice,  notification,
request for information,  claim, administrative,  regulatory or judicial action,
suit,  judgment,  demand  or  other  written  communication  by  any  Person  or
Governmental  Authority  alleging or  asserting  liability  with  respect to the
Borrower,   or  any  Real   Property   (whether   for   damages,   contribution,
indemnification,  cost recovery, compensation, injunctive relief, investigatory,
response,  remedial or cleanup  costs,  damages to natural  resources,  personal
injuries,  fines,  penalties or otherwise) arising out of, based on or resulting
from (i) the  presence,  Use or Release into the  environment  of any  Hazardous
Substance  at any  location  (whether  or not owned,  managed or operated by the
Borrower or any Affiliate thereof),  (ii) any fact,  circumstance,  condition or
occurrence  forming the basis of any  violation,  or alleged  violation,  of any
Environmental  Law or (iii) any  alleged  injury or threat of injury to  health,
safety or the environment.

                  "Environmental  Indemnity"  means that  certain  Environmental
Health and Safety Indemnity  Agreement in the form attached hereto as Exhibit D,
dated  as of the  Closing  Date and  executed  by the  Borrower  in favor of the
Lenders  and the  Agents,  as the  same  may  from  time  to  time  be  amended,
supplemented, extended or otherwise modified.

<PAGE>

                  "Environmental  Laws"  means any and all  present  and  future
federal, state or local laws, statutes,  ordinances,  rules or regulations,  any
judicial  or  administrative  orders,  decrees or  judgments,  and any  permits,
approvals, licenses, registrations,  filings and authorizations, in each case as
now or hereafter in effect and pertaining to (a) the protection of the indoor or
outdoor  environment,  (b)  the  conservation,  management  or  use  of  natural
resources  and  wildlife,  (c)  the  protection  or use  of  surface  water  and
groundwater,  (d)  the  management,  manufacture,   possession,  presence,  use,
generation,  transportation,  treatment,  storage, disposal, release, threatened
release,  abatement,  removal,  remediation  or handling of, or exposure to, any
hazardous or toxic substance or material or (e) pollution (including any release
to air, land, surface water and groundwater), and including, without limitation,
the Comprehensive  Environmental  Response,  Compensation,  and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
USC  9601 et  seq.,  Solid  Waste  Disposal  Act,  as  amended  by the  Resource
Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of
1984, 42 USC 6901 et seq.,  Federal Water  Pollution  Control Act, as amended by
the Clean  Water  Act of 1977,  33 USC 1251 et seq.,  Clean Air Act of 1966,  as
amended,  42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601
et seq.,  Hazardous  Materials  Transportation  Act,  49 USC App.  1801 et seq.,
Occupational  Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil
Pollution  Act of 1990,  33 USC 2701 et seq.,  Emergency  Planning and Community
Right-to-Know Act of 1986, 42 USC 11001 et seq., National  Environmental  Policy
Act of 1969, 42 USC 4321 et seq.,  Safe Drinking  Water Act of 1974, as amended,
42 USC 300(f) et seq.,  any  analogous  implementing  or successor  law, and any
analogous state or local law, as well as any amendment, rule, regulation,  order
or directive issued thereunder.

                  "Environmental  Liens"  has the  meaning  provided  in Section
4.l(Q).

                  "Environmental  Reports" means a "Phase I  Environmental  Site
Assessment" (and, if determined by an Environmental  Auditor to be necessary,  a
"Phase II  Environmental  Site  Assessment"  and further  site  assessments)  as
referred  to in  the  ASTM  Standards  on  Environmental  Site  Assessments  for
Commercial Real Estate, E 1527-94 (or any successor  thereto published by ASTM),
and an asbestos survey  (including  random sampling of materials and air quality
testing),  with  respect  to the Real  Property,  prepared  by an  Environmental
Auditor  and  delivered  to  the   Administrative   Agent  and  any  amendments,
supplements  or other  modifications  thereto  delivered  to the  Administrative
Agent.

                  "Equipment"  means all  "equipment" as defined in the UCC, now
or hereafter owned by the Borrower or in which the Borrower has or shall acquire
an interest, now or hereafter located on, attached to or contained in or used or
usable in connection with the Real Property, and shall also mean and include all
building  materials,  construction  materials,  personal  property  constituting
furniture, fittings, appliances,  apparatus, leasehold improvements,  machinery,
devices, interior improvements,  appurtenances,  cars, trucks, equipment, plant,
furnishings,   fixtures,   computers,   electronic  data  processing  equipment,
telecommunications  equipment  and other  fixed  assets  now owned or  hereafter
acquired by the  Borrower  and now or  hereafter  used in the  operation  of the
business  conducted  at  the  Real  Property  (including,   without  limitation,
curtains,  draperies,  carpets and rugs,  screens,  awnings,  shades and blinds,
furniture,  furnishings,  equipment,  chairs, chests, desks, bookcases,  tables,
hangings,  pictures, divans, couches,  ornaments,  electrical equipment,  lamps,
mirrors,  heating  and  lighting  fixtures  and  equipment,  steam and hot water
boilers, engines,  generators,  cooling systems, air conditioning machines, fire
prevention and extinguishing apparatus, security systems, elevators,  escalators
and fittings,  printing  presses,  individual motor drives for machines,  pipes,
radiators,  plumbing  fixtures,  and all similar and related articles located in
the bathrooms,  halls, closets, offices, lobbies,  basements and cellars, vaults
and other  portions of the Real  Property,  and paper goods,  brochures,  office
supplies,  stationery,  consumable goods, soap, toiletry,  and other operational
supplies  in the Real  Property),  and all  Proceeds  thereof and as well as all
additions to,  substitutions  for,  replacements  of or accessions to any of the
items recited as aforesaid and all  attachments,  components,  parts  (including
spare parts) and accessories,  whether installed thereon or affixed thereto, and
wherever located, now or hereafter owned by the Borrower and used or intended to
be used in  connection  with, or with the operation of, the Real Property or the
buildings,  structures,  or other  improvements now or hereafter  located at the
Real Property,  or in connection with any construction  being conducted or which
may be conducted thereon,  all regardless of whether the same are located on the
Real  Property or are  located  elsewhere  (including,  without  limitation,  in
warehouses  or  other  storage  facilities  or in  the  possession  of or on the
premises of a bailee,  vendor or  manufacturer)  for  purposes  of  manufacture,
storage,  fabrication or transportation  and all extensions and replacements to,
and proceeds of, any of the foregoing.

                  "Equipment   Financing"  has  the  meaning  given  within  the
definition of "Equipment Lien".

<PAGE>

                  "Equipment  Lease" means a lease  between a Person that is not
an Affiliate of Borrower,  as lessor,  and Borrower,  as lessee, (i) that solely
covers Equipment located at, and used in connection with, the Mall Improvements,
(ii) that contains  fair market terms,  provisions  and  conditions  (including,
without  limitation,  those pertaining to the payment of rent and other amounts)
and (iii) the leasehold  estate under which the Collateral Agent shall hold, for
the benefit of the  Lenders,  pursuant to the Deed of Trust,  a perfected  first
priority Lien on,  securing the payment of the  Indebtedness  and the Borrower's
other obligations under the Loan Documents.

                  "Equipment  Lien"  means  a  Lien  granted  by  Borrower,   as
borrower,  to a Person that is not an Affiliate of Borrower, as lender, (i) that
solely  encumbers  Equipment  located at, and used in connection  with, the Mall
Improvements  and (ii)  that  solely  secures  repayment  of a loan  made to the
Borrower,  the proceeds of which were used solely to purchase such Equipment and
the terms,  provisions  and conditions of which are "fair market" (such loan, an
"Equipment  Financing");  provided  that no such Lien  shall  encumber  any such
Equipment unless the Collateral Agent shall hold, pursuant to the Deed of Trust,
a perfected  second priority Lien (i.e.  second only to such Equipment Lien) for
the benefit of the  Lenders,  securing the payment of the  Indebtedness  and the
Borrower's other obligations under the Loan Documents.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended from time to time, and the regulations  promulgated thereunder.
Section  references  to ERISA  are to  ERISA,  as in  effect at the date of this
Agreement  and, as of the relevant  date,  any  subsequent  provisions of ERISA,
amendatory thereof, supplemental thereto or substituted therefor.

                  "ERISA  Affiliate"  means any Person or trade or business that
is a member of any group of organizations (i) described in Section 414(b) or (c)
of the Code of which the  Borrower is a member and (ii)  solely for  purposes of
potential  liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of
the Code and the lien created under Section  302(f) of ERISA and Section  412(n)
of the  Code,  described  in  Section  414(m)  or (o) of the Code of  which  the
Borrower is a member.

                  "ESA"  means  the  collective  reference  to (i) that  certain
Energy Services Agreement dated as of May 1, 1997 between Atlantic-Pacific,  Las
Vegas,  LLC and Mall  Construction,  as amended  pursuant to that certain Energy
Services  Agreement  Amendment  No. 1 dated as of July 1, 1999,  as the same was
assigned by Mall Construction to Grand Canal pursuant to that certain Assignment
of Contracts,  Intangible  Personal  Property and Utility  Deposits  dated as of
November  12,  1999 and as the  same  was  further  assigned  by Grand  Canal to
Borrower  pursuant to Assignment of Contracts,  Licenses,  Permits,  Agreements,
Warranties and Approvals dated as of the date hereof, as the same may be further
amended, supplemented or otherwise modified from time to time in accordance with
the provisions hereof and (ii) Easement  Agreement dated as of November 14, 1997
between Mall Construction and Atlantic-Pacific,  Las Vegas, LLC, as the same was
assigned  by  Mall  Construction  to  Grand  Canal  pursuant  to  Assignment  of
Contracts,  Licenses, Permits, Agreements,  Warranties and Approvals dated as of
November  12,  1999 and as the  same  was  further  assigned  by Grand  Canal to
Borrower  pursuant to Assignment of Contracts,  Licenses,  Permits,  Agreements,
Warranties  and  Approvals  dated  as of the  date  hereof,  as the  same may be
amended, supplemented or otherwise modified from time to time in accordance with
the provisions hereof.

                  "Event of Default" has the meaning provided in Section 7.1.

                  "Excess Cash Flow" means,  for any period of time,  the excess
of (i)  Operating  Income  for such  period  over (ii) the sum of (A)  Operating
Expenses  for such  period  plus (B)  amounts  paid or  required  under the Loan
Documents  to be paid by the  Borrower  during  such  period in  respect  of the
Indebtedness  plus (C) Capital  Expenditures paid or required under the terms of
the Loan Documents to be paid by the Borrower  during such period (except to the
extent  paid  using  funds  in any of the  Bank  Accounts  (other  than the Cash
Management  Account) or the Mall Retainage Escrow Account in accordance with the
terms,  provisions and conditions hereof) plus (D) amounts deposited or required
to be deposited by Borrower during such period,  in accordance with the terms of
the Loan  Documents,  into the REA  Insurance  Premium  Account,  the Tax Escrow
Account,  the Management Fees Account,  the TI Costs Account, the Mall Retainage
Escrow Account or any other accounts (other than the Cash  Management  Account),
as applicable (the amounts described in this clause (D), collectively, "Required
Reserves").

<PAGE>

                  "Existing  Environmental  Report"  means that certain  Phase I
Environmental  Site  Assessment  of The  Venetian  Casino  Resort 3355 Las Vegas
Boulevard  South Las Vegas,  Nevada 89109  prepared by EMG for GSMC,  having EMG
Project No. 65910 and dated December 7, 1999.

                  "FADAA" means that certain  Funding Agents'  Disbursement  and
Administration Agreement among LVSI, Venetian, Mall Construction, Scotiabank, as
bank  agent,  First Trust  National  Association,  as  indenture  trustee,  Mall
Construction  Lender,  Atlantic-Pacific,  Las  Vegas,  LLC  and  Scotiabank,  as
disbursement agent, as affected by that certain FADAA Limited Waiver dated as of
November 12, 1999 among Scotiabank,  as bank agent,  Mall  Construction  Lender,
Scotiabank,  as  Disbursement  Agent,  Venetian,  LVSI,  Mall  Construction  and
Principal.  With  respect  to the FADAA,  for  purposes  of the Loan  Documents,
notwithstanding  anything to the contrary contained in the FADAA, or in the Loan
Documents:  (i) capitalized terms that are used in any Loan Document and defined
by reference  to the FADAA shall have the  respective  meanings  ascribed in the
FADAA  as the  FADAA  existed  on  November  14,  1997,  with  such  amendments,
supplements  and  other  modifications  thereto  as  shall  be  approved  by the
Administrative  Agent  in  writing,  (ii)  references  in any Loan  Document  to
sections, paragraphs, terms or provisions of the FADAA shall mean such sections,
paragraphs,  terms  or  provisions,  as  applicable,  of the  FADAA,  with  such
amendments,  supplements and other modifications thereto as shall be approved by
the Administrative Agent in writing,  (iii) the "Construction  Consultant" shall
mean Tishman Construction  Corporation of Nevada, a Nevada corporation,  and any
replacement  thereof  selected in accordance  with the  provisions of the FADAA,
provided that such  replacement must be acceptable to the  Administrative  Agent
(which consent will not be unreasonably withheld),  (iv) the "Project Architect"
shall mean the  collective  reference  to TSA of Nevada,  LLP,  and WAT&G,  Inc.
Nevada,  and any replacement  thereof selected in accordance with the provisions
of  the  FADAA,  provided  that  such  replacement  must  be  acceptable  to the
Administrative Agent (which consent will not be unreasonably withheld),  and (v)
when any document, instrument,  agreement or other writing is referred to in any
definition  of any term  that is  contained  in the FADAA  and  incorporated  by
reference into any Loan Document (e.g.,  the term "Project  Documents")(each,  a
"Referenced Document"), only such amendments, supplements or other modifications
of such  Referenced  Document that are approved by  Administrative  Agent (which
approval,  other  than with  respect to Plans and  Specifications,  shall not be
unreasonably  withheld) shall be included in such definition for purposes of the
Loan Documents. The foregoing shall not be deemed to prohibit the parties to the
FADAA (x) from amending,  supplementing or otherwise modifying the FADAA without
the  Administrative  Agent's  approval  (to the extent  permitted by the FADAA),
provided that the term "FADAA", as used in any Loan Document,  shall not include
such amendments, supplements or other modifications and, for purposes of reading
and construing the Loan Documents,  no effect shall be given to such amendments,
supplements  or other  modifications  or (y)  from  amending,  supplementing  or
otherwise modifying any Referenced  Document without the Administrative  Agent's
approval (to the extent permitted by the FADAA),  provided that the reference to
such Referenced  Document,  as incorporated by reference into any Loan Document,
shall not include such amendments,  supplements or other  modifications and, for
purposes of reading and construing the Loan Documents,  no effect shall be given
to such amendments, supplements or other modifications.

                  "Federal Funds Rate" means, for any day, the rate set forth in
the  weekly  statistical  release  designated  at  H.15(519),  or any  successor
publication,  published  by  the  Federal  Reserve  Board  (including  any  such
successor,  "H.15(519)"),  for such day  opposite  the  caption  "Federal  Funds
(Effective)".  If on any  relevant  day  such  rate  is  not  yet  published  in
H.15(519),  the rate for  such  day  will be the  rate  set  forth in the  daily
statistical  release  designated as the Composite 3:30 p.m.  Quotations for U.S.
Government Securities,  or any successor  publication,  published by the Federal
Reserve Bank of New York (including any such successor, the "Composite 3:30 p.m.
Quotation") for such day under the caption "Federal Funds Effective Rate." If on
any relevant day the appropriate rate for such previous day is not yet published
in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day
will be the arithmetic  mean of the rates for the last  transaction in overnight
Federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of
three leading brokers of Federal funds transactions in New York City selected by
the Administrative Agent.

                  "First Class Mall" means, at any given time, a  Venetian-theme
retail and restaurant complex of the highest standards and quality (by reference
to recognized  standards with respect  thereto then  prevailing in Clark County,
Nevada;  provided that, if, at any given time, the REA shall require Borrower to
operate or manage the Trust  Property with  reference to standards or at a level
of quality  that is higher  than that which would  otherwise  be imposed by this
Agreement  (without  giving  effect to this  proviso),  then  Borrower  shall be
required to operate and manage the Trust  Property at such higher  standards  or
quality.

<PAGE>

                  "Fiscal  Year" means the  12-month  period  ending on December
31st (or, in the case of the first  fiscal  year,  the  shorter  period from the
Closing Date through such date) of each  calendar year or such other fiscal year
of the  Borrower  as the  Borrower  may select  from time to time with the prior
consent of the  Administrative  Agent (which  consent shall not be  unreasonably
withheld or delayed).

                  "Funds" shall mean immediately available funds.

                  "GAAP" means generally accepted  accounting  principles in the
United  States of America  as of the date of the  applicable  financial  report,
consistently applied.

                  "Governmental   Authority"   means  any  national  or  federal
government,  any state,  regional,  local or other political subdivision thereof
with  jurisdiction  over the Person or  property  in  question  and any  Person,
including any regulatory or administrative authority or court, with jurisdiction
over the Person or  property  in  question  exercising  executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government.

                  "Grand  Canal"  means Grand Canal Shops Mall,  LLC, a Delaware
limited liability company.

                  "GS&Co." means Goldman, Sachs & Co., a New York limited
                   ------
partnership.

                  "GSMC"  means  Goldman  Sachs  Mortgage  Company,  a New  York
limited partnership.

                  "Hazardous  Substances" means the collective  reference to (i)
all  petroleum or  petroleum  products or waste oils,  explosives,  flammable or
radioactive   materials,    asbestos,   urea   formaldehyde   foam   insulation,
polychlorinated  biphenyls  ("PCBs"),  lead in drinking  water,  and  lead-based
paint,  (ii) all  chemicals or other  materials or  substances  which are now or
hereafter  become  defined  as or  included  in the  definitions  of  "hazardous
substances",  "hazardous wastes",  "hazardous  materials",  "extremely hazardous
wastes", "restricted hazardous wastes", "toxic substances",  "toxic pollutants",
"contaminants",  "special wastes", "regulated wastes",  "pollutants" or words of
similar  import  under any  Environmental  Law and (iii) all other  chemicals or
materials  or  substances,  exposure  to which is now or  hereafter  prohibited,
limited or regulated under any Environmental Law.

                  "Impositions" means all taxes (including,  without limitation,
all real estate,  ad valorem,  sales (including those imposed on lease rentals),
use,  single  business,  gross  receipts,  value added,  intangible  transaction
privilege,  privilege  or  license or similar  taxes),  assessments  (including,
without limitation, all assessments for public improvements or benefits, whether
or not commenced or completed within the term of the Loan), ground rents, water,
sewer or other rents and charges,  excises,  levies,  fees  (including,  without
limitation,  license, permit,  inspection,  authorization and similar fees), and
all  other  governmental  charges,  in each case  whether  general  or  special,
ordinary  or  extraordinary,   foreseen  or  unforeseen,   of  every  character,
(including,  without limitation,  all interest and penalties thereon),  which at
any time prior to,  during or in respect of the term  hereof may be  assessed or
imposed on or in respect of or be a Lien upon (i) the  Borrower  (including  all
income,  franchise,  single  business or other taxes imposed on the Borrower for
the privilege of doing business in the  jurisdiction in which the Real Property,
or any  other  collateral  delivered  or  pledged  to the  Collateral  Agent  in
connection  with the Loan,  is located) or any Agent or any Lender,  (ii)(A) the
Collateral, or any other collateral delivered or pledged to the Collateral Agent
in connection  with the Loan, or any part thereof or any Rents  therefrom or any
estate,  right,  title or interest therein,  or (B) to the extent the same shall
constitute  a stamp,  mortgage  recording,  intangibles  or similar  tax, fee or
charge,  any Loan Document or the making and/or recordation of any Loan Document
or (iii) any  occupancy,  operation,  use or  possession  of, or sales from,  or
activity  conducted on, or in connection  with the  Collateral or the leasing or
use of the  Collateral or any part thereof,  or the  acquisition or financing of
the acquisition of the Collateral by the Borrower;  provided that  "Impositions"
shall not include net income taxes or gross receipts or franchise taxes (imposed
in lieu of net income taxes) imposed on any Agent or any Lender.

                  "Improvements" has the meaning provided in the Deed of Trust.

                  "Indebtedness"  means,  at  any  time,  the  then  Outstanding
Principal Indebtedness,  together with all other obligations and liabilities due
or to become due to any Agent or any Lender pursuant  hereto,  under any Note or
under or in  accordance  with any of the  other  Loan  Documents,  and all other
amounts, sums and expenses then or thereafter payable to any Agent or any Lender
hereunder or pursuant to any Note or any of the other Loan Documents.

<PAGE>

                  "Indemnified  Parties"  has the  meaning  provided  in Section
5.1(I).

                  "Independent"  means,  when used with respect to any Person, a
Person who (i) does not have any direct or  indirect  financial  interest in the
Collateral,  in  Borrower  or in  any  Affiliate  of  the  Borrower  or  in  any
constituent,  shareholder,  or  beneficiary  of the  Borrower,  and  (ii) is not
connected  with the Borrower,  the Principal or any Affiliate of the Borrower or
the Principal or any constituent, shareholder, or beneficiary of the Borrower as
an officer,  employee,  promoter,  underwriter,  trustee,  partner,  director or
person performing similar functions.

                  "Independent  Director"  has the  meaning  given on Schedule E
attached hereto.

                  "Independent  Expert" means an  appropriately  licensed and/or
registered (as  applicable),  reputable and  independent,  architect or engineer
that is not  affiliated  with the Borrower or the Principal (or any Affiliate of
either) or the  Administrative  Agent or any Lender (or any Affiliate of either)
having at least ten (10) years of relevant experience and expertise with respect
to large  commercial  real estate  projects in Las Vegas,  Nevada  and/or  Clark
County,  Nevada and who is reasonably acceptable to the Administrative Agent and
the Borrower.

                  "Index Maturity" has the meaning provided in the definition of
LIBOR.

                  "Information" has the meaning provided in subsection 5.1(W).

                  "Initial  Interest Period" has the meaning provided in Section
2.

                  "Instruments"  means (i) all  "instruments"  as defined in the
UCC,  "chattel  paper" as defined in the UCC, or letters of credit,  evidencing,
representing,  arising from or existing in respect of,  relating to, securing or
otherwise supporting the payment of, any of the Collateral  (including,  without
limitation,  promissory notes,  drafts, bills of exchange and trade acceptances)
and chattel  paper  obtained by the Borrower in connection  with the  Collateral
(including,   without  limitation,  all  ledger  sheets,  computer  records  and
printouts,  data bases,  programs,  books of account  and files of the  Borrower
relating thereto) and (ii) notes or other  obligations of indebtedness  owing to
the Borrower from whatever source  arising,  in each case now owned or hereafter
acquired by the Borrower.

                  "Insurance  Policies" means, at any given time, the collective
reference to the insurance policies then required to be maintained by REA Owners
and/or the Trustee under the REA.

                  "Insurance  Premiums"  has the  meaning  provided  in  Section
5.1(X)(ii).

                  "Insurance  Proceeds"  means,  in the event of a fire or other
casualty  or other  loss  with  respect  to the Real  Property  (or any  portion
thereof),  the  proceeds  received  under any  insurance  policy  maintained  or
required  to be  maintained  under the REA,  less (x) the REA  Lenders'  and the
Trustee's  actual  reasonable  out-of-pocket  costs of recovering and paying out
such  proceeds in  accordance  with the terms of this  Agreement  and of the REA
(including, without limitation, reasonable attorneys' fees and expenses) and (y)
the applicable REA Owner(s)' actual reasonable out-of-pocket costs of recovering
such  proceeds in  accordance  with the terms of this  Agreement  and of the REA
(including, without limitation, reasonable attorney's fees and expenses).

                  "Insurance  Requirements"  means  all  terms of any  insurance
policy  required  pursuant to the REA, this Agreement or the Deed of Trust,  all
requirements  of the  issuer of any such  policy  and all  regulations  and then
current  standards  applicable  to or  affecting  the Real  Property or any part
thereof or any use or condition thereof,  which may, at any time, be recommended
by the Board of Fire  Underwriters,  if any, having  jurisdiction  over the Real
Property, or such other body exercising similar functions.

<PAGE>

                  "Insured  Casualty"  has the meaning  provided  in  subsection
5.1(X)(x).

                  "Interest  Accrual  Period"  means,  in  connection  with  the
calculation of interest accrued with respect to any specified  Payment Date, (i)
initially, the Initial Interest Period and (ii) thereafter,  the period from and
including the preceding  Payment Date to but excluding  such  specified  Payment
Date, provided, however, that no Interest Accrual Period shall extend beyond the
Maturity Date.  Solely for purposes of this  definition,  the day next following
the last day of the  Initial  Interest  Period  shall be deemed to be a "Payment
Date".

                  "Interest  Determination  Date" means,  in connection with the
calculation  of interest  accrued for any Interest  Accrual  Period,  the second
Business Day preceding the first day of such Interest Accrual Period.

                  "Interest Rate" has the meaning provided in subsection 2.5(a).

                  "Interest  Rate Cap  Agreement"  means any  interest  rate cap
agreement  that  Borrower  enters  into in  accordance  with the  provisions  of
subsection 5.1(T).

                  "Inventory"  means all  "inventory" as defined in the UCC from
time  to time  owned  by  Borrower  or any  Affiliate  thereof,  whether  now or
hereafter existing or acquired, and which arises out of or is used in connection
with, directly or indirectly,  the ownership and operation of the Collateral (or
any portion  thereof),  all Documents (as defined in the UCC)  representing  the
same and all  proceeds  and  products of such  Inventory.  Without  limiting the
generality  of the  foregoing,  the  term  "Inventory"  shall  include,  without
limitation:

(i)      all  goods,  merchandise,  raw  materials,  work in  process  and other
         personal property,  wherever located, now or hereafter owned or held by
         the Borrower for manufacture,  processing, the providing of services or
         sale,  use or  consumption  in the operation of the  Collateral (or any
         portion thereof)  (including,  without  limitation,  fuel, supplies and
         similar  items  and  all  substances   commingled  therewith  or  added
         thereto); and

(ii)     all rights and claims of the Borrower  against  anyone who may store or
         acquire  the  Inventory  for the  account  of  Borrower,  or from  whom
         Borrower may purchase the Inventory.

                  "Junior Lender" means SGA Development, Inc., a Nevada
                   -------------
corporation and any successor or assign permitted under the Junior Loan Transfer
Restrictions.

                  "Junior Loan" means that certain loan in the principal  amount
of  $35,000,000,  the other material terms of which are set forth on Exhibit J-1
attached hereto (the "Material Junior Loan Document Provisions").

                  "Junior Loan Documents"  means loan documents  relating to the
Junior  Loan,  which  loan  documents  shall  consist  of a  loan  agreement,  a
promissory  note, a deed of trust,  a collateral  assignment  of  contracts,  an
assignment  of leases  and rents,  and an  environmental  indemnity,  which loan
documents  shall (i) be between  Borrower,  as borrower,  and Junior Lender,  as
lender,  (ii) shall  contain the Material  Junior Loan Document  Provisions  and
(iii)  shall  contain  such  other  terms,  provisions  and  conditions  as  the
Administrative  Agent shall approve (which  approval  shall not be  unreasonably
withheld or delayed so long as such other terms,  provisions  and conditions are
not inconsistent with the Material Junior Loan Document  Provisions),  as any or
all of such loan documents may be amended,  extended,  supplemented or otherwise
modified from time to time in accordance with the terms hereof.

                  "Junior Loan Estoppel  Certificate" means the certificate,  in
the form of Exhibit J-2 attached hereto,  from the Junior Lender and Borrower in
favor of the Collateral Agent for the benefit of the Lenders and the Agents.

                  "Junior Loan  Subordination  Provisions" shall mean the terms,
conditions and provisions set forth on Exhibit J-3 attached hereto.

                  "Junior  Loan  Transfer  Restrictions"  shall  mean the terms,
conditions and provisions set forth on Exhibit J-4 attached hereto.

                  "Leases" means all leases, subleases, lettings, underlettings,
occupancy  agreements,  rental  agreements,  concession  agreements,  tenancies,
licenses by the Borrower as landlord,  lessor or licensor of the Trust  Property
or  any  part  thereof  now or  hereafter  entered  into,  and  all  amendments,
extensions,  renewals and all other  modifications  thereof,  and all guaranties
thereof and all security therefor.

<PAGE>

                  "Leasing  Broker" means any individual or entity  appointed in
accordance  with the terms  hereof to  procure  tenants  for the Trust  Property
pursuant to a Brokerage Agreement.

                  "Leasing Broker's Subordination" means an agreement,  executed
and delivered by the relevant Leasing Broker,  in form and substance  reasonably
satisfactory to the Administrative  Agent, pursuant to which such Leasing Broker
subordinates  its  Brokerage  Agreement,  and all of its rights,  interests  and
remedies thereunder, to the Loan Documents and to the Indebtedness,  as the same
may be amended, supplemented or otherwise modified from time to time.

                  "Legal  Requirements" means all governmental  statutes,  laws,
rules, orders, regulations,  ordinances,  judgments,  decrees and injunctions of
Governmental  Authorities  (including,  without limitation,  Environmental Laws)
affecting  the  Borrower,  the  Trust  Property  or  any  part  thereof  or  the
construction, use, alteration or operation thereof, or any part thereof (whether
now  or  hereafter  enacted  and  in  force),  and  all  permits,  licenses  and
authorizations and regulations  relating thereto, at any time in force affecting
the Borrower or the Trust Property or any part thereof  (including any which may
(i) require repairs, modifications or alterations in or to the Trust Property or
any part thereof, or (ii) in any way limit the use and enjoyment thereof).

                  "Lender"  means  each  lender  listed on the  signature  pages
hereof,  each Assignee  which becomes a Lender  pursuant to the terms hereof and
their respective successors.

                  "Lending Office" means, as to each Lender, such office as such
Lender may from time to time  designate  as its Lending  Office by notice to the
Borrower and the Administrative Agent.

                  "Letter of Credit" shall mean an  unconditional,  irrevocable,
and  transferable  demand  letter of credit,  in form and  substance  reasonably
satisfactory to the Administrative  Agent, issued by and drawn on a bank that is
acceptable to the Administrative  Agent, for the account of the Principal (or an
Affiliate  thereof),  and the beneficiary of which shall be the Collateral Agent
for the benefit of the Lenders, together with all replacements hereof satisfying
the provisions of this definition.

                  "LIBOR"  means  the rate per  annum  calculated  as set  forth
below:

(i)      On each  Interest  Determination  Date,  LIBOR  for the  next  Interest
         Accrual  Period will be determined on the basis of the offered rate for
         a period  of one  month  (the  "Index  Maturity"),  commencing  on such
         Interest  Determination Date, which appears on Telerate Page 3750 as of
         11:00 a.m., London time (or such other page as may replace the Telerate
         Page on that service for the purposes of  displaying  London  interbank
         offered rates of major banks).

(ii)     With respect to an Interest Determination Date on which no such offered
         rate appears on Telerate Page 3750 as described in (i) above, LIBOR for
         the  next  Interest  Accrual  Period  shall  be  the  arithmetic  mean,
         expressed as a  percentage,  of the offered  rates for deposits in U.S.
         dollars for the Index Maturity which appears on the Reuters Screen LIBO
         Page as of 11:00 a.m., London time, on such date.

<PAGE>

(iii)     With respect to an Interest Determination Date on which no such
         offered rate appears on Telerate Page 3750 or on the Reuters Screen
         LIBO Page, LIBOR for the next Interest Accrual Period shall be a rate
         determined by the Administrative Agent as the arithmetic mean (rounded
         upward, if  necessary, to the nearest one hundredth of a percentage
         point) of the rates quoted at approximately 11:00 A.M., London time, on
         such Interest Determination Date, by four major banks in the London
         interbank market, selected by the Administrative Agent in its sole
         discretion, to prime banks in the London interbank market for one-month
         Dollar deposits commencing on such Interest Determination Date and in a
         principal amount equal to an amount that is representative for a single
         transaction in such market at such time; provided, that the
                                                  --------
         Administrative  Agent will request the principal  London office of each
         of such four major banks to provide a quotation of its rate; provided,

                                                                      --------
         further, that if at least two such quotations are provided, the rate
         -------
         for such Interest  Accrual Period will be the  arithmetic  mean of such
         quotations, and if fewer than two quotations are provided as requested,
         the rate for such Interest  Accrual Period will be the arithmetic  mean
         of the rates  quoted by major  banks in New York City,  selected by the
         Administrative  Agent in its sole discretion,  at  approximately  11:00
         A.M., New York City time, on the Interest  Determination Date for loans
         in  Dollars  to  leading  European  banks  with  a  one-month  maturity
         commencing on such Interest  Determination  Date in a principal  amount
         equal to an amount that is representative  for a single  transaction in
         such market at such time.

(iv)     If on any  Interest  Determination  Date  the  Administrative  Agent is
         required  but  unable to  determine  LIBOR in the  manner  provided  in
         paragraphs (i), (ii) and (iii) above,  the  Administrative  Agent shall
         not be  liable  to any  party  therefor,  and the  Base  Rate  shall be
         substituted in lieu of LIBOR plus the Applicable Margin.

         All  percentages  resulting from any  calculations  referred to in this
         definition  will be  rounded  upwards,  if  necessary,  to the  nearest
         multiple  of  1/100  of 1% and  all  U.S.  dollar  amounts  used  in or
         resulting  from such  calculations  will be rounded to the nearest cent
         (with one-half cent or more being rounded upwards).

                  "Lien" means, with respect to any property, any mortgage, deed
of  trust,  lien  (statutory  or  other),  pledge,  hypothecation,   assignment,
preference,  priority,  security interest, or any other encumbrance or charge on
or affecting  such  property or any portion  thereof,  or any estate or interest
therein  (including,  without  limitation,  any conditional  sale or other title
retention agreement,  any financing lease having substantially the same economic
effect as any of the foregoing, the filing of any financing statement or similar
instrument under the UCC or comparable law of any other  jurisdiction,  domestic
or  foreign,   and  mechanic's,   materialmen's  and  other  similar  liens  and
encumbrances).

                  "Limited Payment  Guaranty" means that certain Limited Payment
Guaranty in the form attached  hereto as Exhibit H, dated as of the Closing Date
and  executed  by the  Principal,  as the same may from time to time be amended,
supplemented, extended or otherwise modified.

                  "Loan" means the loan in the principal  amount of $105,000,000
to be made, subject to the terms and conditions contained herein, by the Lenders
to the Borrower on the Closing Date.

                  "Loan Amount" means an amount equal to $105,000,000.

                  "Loan  Commitment  Letter" that certain letter agreement dated
as of November 14, 1997 among Goldman Sachs  Mortgage  Company,  Grand Canal and
the  Principal  relating  to the  Loan,  as the  same  may  have  been  amended,
supplemented or otherwise modified.

                  "Loan Commitment  Percentage" means, for any given Lender, the
fraction,  represented as a percentage, the numerator of which is the portion of
the  Outstanding  Principal  Indebtedness  then  held  by  such  Lender  and the
denominator of which is the aggregate Outstanding Principal Indebtedness.  As of
the date hereof, the Loan Commitment Percentage of each Lender is the percentage
identified as such in the signature pages hereto.

<PAGE>


                  "Loan  Documents"  means  the  collective  reference  to  this
Agreement,  the Notes,  the Deed of Trust,  the  Contract  Assignment,  the Cash
Collateral Agreement,  the Limited Payment Guaranty,  the Scope Change Guaranty,
the  Manager's  Subordination,  the Broker's  Subordination,  the  Assignment of
Leases  and Rents,  the  Environmental  Indemnity,  the  Principal  Non-Recourse
Carve-Out and Limited Environmental Matters Guaranty,  the Mall Retainage Escrow
Agreement, the Mall Retainage Escrow Pledge Agreement, and all other agreements,
instruments,  certificates  and  documents  evidencing,  securing  or  otherwise
relating to the Loan to which  Borrower,  the  Principal  and/or an Affiliate of
either  shall be a party,  as any or all of the same may be  amended,  extended,
supplemented or otherwise modified from time to time.

                  "Losses" has the meaning provided in subsection 5.1(J).

                  "Loss Proceeds" means Condemnation Proceeds and/or Insurance
                   -------------
Proceeds, as applicable.

                  "LVSI" means Las Vegas Sands, Inc., a Nevada corporation.
                   ----

                  "Lutece Additional  Premises" means the premises demised under
the Lutece Master Lease.

                  "Lutece  Master  Lease"  means that  certain  Master Lease for
Additional Lutece Space dated as of May 20,1999 between  Venetian,  as landlord,
and Mall Construction, as tenant, the tenant's interest under which was assigned
by Mall Construction to Grand Canal pursuant to the that certain  Assignment and
Assumption of Master Lease for Additional  Lutece Space dated as of November 12,
1999 by and between Mall  Construction  and Grand Canal and further  assigned by
Grand Canal to Borrower  pursuant to that certain  Assignment  and Assumption of
Master Lease for  Additional  Lutece  Space dated as of the date hereof,  as the
same may be further  amended,  supplemented  or otherwise  modified from time to
time in accordance with the terms of the Deed of Trust.

                  "Lutece  Operating Lease" means that certain Lease dated as of
May 20, 1999 between Venetian and Mall Construction,  as landlord, and Las Vegas
Lutece  Corp.,  as tenant,  Venetian's  interest  under  which was  assigned  by
Venetian to Mall Construction pursuant to that certain Assignment and Assumption
of Lutece Lease dated as of May 20, 1999,  further assigned by Mall Construction
to Grand Canal  pursuant to that certain  Assignment  and  Assumption  of Lutece
Lease  dated as of  November  12,  1999 and  further  assigned by Grand Canal to
Borrower  pursuant to that certain  Assignment and Assumption of Lutece Lease of
even  date  herewith,  as the  same  may be  further  amended,  supplemented  or
otherwise modified from time to time in accordance with the terms hereof

                  "Madame  Tussaud Lease" shall mean that certain Lease dated as
of May 15, 1998 by and between Mall Construction, as landlord and Madame Tussaud
Las Vegas Inc., a Delaware corporation dba Madame Tussaud Las Vegas, as Tenant.

                  "Mall" has the meaning provided in the Deed of Trust.

                  "Mall Construction" means Grand Canal Shops Mall Construction,
LLC, a Delaware limited liability company.

                  "Mall Construction Lender" means Salomon Brothers Realty
                   ------------------------
Corp., as successor-in-interest to GMAC Commercial Mortgage Corporation.

                  "Mall Holdings" means Grand Canal Shops Mall Holding Company,
                   -------------
LLC, a Delaware limited liability company.

                  "Mall  Improvements"  has the meaning  provided in the Deed of
Trust.

                  "Mall  Phase I" shall mean the Trust  Property  (as its exists
immediately prior to the commencement of the construction of Mall Phase II).

                  "Mall  Phase II" shall mean a  first-class  shopping  mall (A)
that is physically  connected to the Trust Property at one or more locations and
(B) the  architecture  of  which,  and the  theme  with  respect  to  which,  is
harmonious with that of Mall Phase I.

                  "Mall Retainage  Escrow  Account" has the meaning  provided in
Section 2.12(a) hereof.

<PAGE>

                  "Mall   Retainage   Escrow  Account   Collateral"   means  the
collective reference to:

(i)      all of the  Borrower's  right,  title and  interest  in and to the Mall
         Retainage Escrow Account and the Instruments and securities (including,
         without  limitation,  Permitted  Investments  (as  defined  in the Mall
         Retainage  Escrow  Agreement)),  if any, from time to time deposited or
         held in the Mall  Retainage  Escrow Account or otherwise held by or for
         the benefit of the Disbursement Agent pursuant to the terms of the Mall
         Retainage Escrow Agreement;

(ii)     all interest, dividends, Money, and other funds and other property from
         time to  time on  deposit  in the  Mall  Retainage  Escrow  Account  or
         received, receivable or otherwise payable in respect of, or in exchange
         for, the Mall  Retainage  Escrow Account or Permitted  Investments  (as
         defined in the Mall Retainage Escrow Agreement); and

                  to the extent not  covered  by clause (i) or (ii)  above,  all
Proceeds of any or all of the foregoing (except to the extent that such Proceeds
shall have been disbursed to Borrower from the Mall Retainage  Escrow Account in
accordance  with the provisions of the Mall Retainage  Escrow  Agreement and the
Mall  Retainage  Escrow  Pledge  Agreement  and applied in  accordance  with the
provisions thereof).

                  "Mall  Retainage  Escrow  Agreement"  means that  certain Mall
Retainage/Punchlist  Escrow  Agreement  dated  as of  November  12,  1999 by and
between Mall  Construction and Grand Canal and consented to by Mall Construction
Lender,  as the same was  assigned by Grand  Canal to Borrower  pursuant to that
certain Assignment and Assumption of Mall  Retainage/Punchlist  Escrow Agreement
dated as of the date hereof and by Mall Construction  Lender to Collateral Agent
pursuant to that certain  Assignment &  Assumption  of Mall  Retainage/Punchlist
Escrow Agreement dated as of the date hereof.

                  "Mall Retainage  Pledge  Agreement"  means that certain pledge
and security  agreement in the form of Exhibit P attached hereto dated as of the
date  hereof,  which  creates in favor of  Collateral  Agent a  perfected  first
priority  security  interest on the Mall  Retainage  Escrow Account and the Mall
Retainage  Escrow  Collateral,  as the  same  may be  amended,  supplemented  or
otherwise modified from time to time.

                  "Mall Retainage Punchlist Amount" means $422,562.50.
                   -------------------------------

                  "Mall Space" has the meaning provided in the Deed of Trust.

                  "Mall II Sub" shall mean an Affiliate of the  Principal  that,
at the time in  question,  (A) owns or leases the space in which and/or the land
upon  which,  as  applicable,  Mall  Phase  II will be or  was,  as  applicable,
constructed  and (B) owns (or if  construction  of Mall  Phase II shall not have
therefore been commenced,  will, upon commencement of construction of Mall Phase
II, own) Mall Phase II.

                  "Management  Agreement"  with respect to the Initial  Manager,
that certain  Management  Agreement  dated as of July 24, 1997  between  Initial
Manager  and LVSI and,  with  respect to each  successor  Manager  appointed  in
accordance with the terms hereof, a property  management  agreement  executed in
accordance  with the provisions  hereof in any case, as the same may be amended,
supplemented  or otherwise  modified  from time to time in  accordance  with the
terms hereof.

                  "Management Fees" means management fees that are payable under
the Management Agreement.

                  "Manager" means Forest City Commercial Management, Inc. (the
                   -------
"Initial Manager") or any successor Manager appointed in accordance with the
 ---------------
terms hereof.

                  "Manager's Subordination" an agreement, executed and delivered
by the relevant Manager,  in form and substance  reasonably  satisfactory to the
Administrative Agent, pursuant to which such Manager subordinates its Management
Agreement, and all of its rights, interests and remedies thereunder, to the Loan
Documents and to the Indebtedness,  as the same may be amended,  supplemented or
otherwise modified from time to time.

                  "Managing Member" means Grand Canal Shops Mall MM Subsidiary,
                   ---------------
Inc., a Nevada corporation.

<PAGE>

                  "Material  Adverse  Effect" means any event or condition  that
has a material adverse effect upon (i) the business  operations of the Borrower,
taken as a whole, the Collateral,  taken as a whole, the assets of the Borrower,
taken as a whole,  or the  condition  (financial  or otherwise) of the Borrower,
taken as a whole,  (ii) the ability of the Borrower or the  Principal to perform
any  of  its  material   obligations   under  the  Loan  Documents,   (iii)  the
enforceability,  validity,  perfection  or  priority  of the  Lien  of any  Loan
Document or (iv) the value of the  Collateral (or of any Lender's or any Agent's
interest therein) or the operation thereof.

                  "Maturity Date" means the earlier to occur of (i) December 20,
2002 or (ii) the date upon which the Loan shall be due and  payable  pursuant to
the terms of the Loan Documents.

                  "Member"  means any direct or  indirect  member of Borrower or
Managing Member.

                  "Money" means all moneys,  cash,  rights to deposit or savings
accounts or other items of legal tender  obtained  from or for use in connection
with the operation of the Collateral.

                  "Moody's" means Moody's Investor Service, Inc.
                   -------

                  "Multiemployer  Plan" means a  multiemployer  plan  defined as
such in  Section  3(37)  of  ERISA to which  contributions  have  been,  or were
required to have been,  made by the Borrower or any ERISA Affiliate and which is
covered by Title IV of ERISA.

                  "Notes" means the collective reference to the promissory notes
of the Borrower, substantially in the form of Exhibit A hereto, each of which is
payable  to the  order  of a  Lender  and in a  principal  amount  equal to such
Lender's Loan Commitment Percentage of the Loan Amount (or, where a Lender holds
multiple Notes, all of which are, in the aggregate,  in a principal amount equal
to such Lender's Loan  Commitment  Percentage),  as any or all of such notes may
from  time to time be  amended,  supplemented,  severed,  renewed,  extended  or
otherwise modified;  "Note" means any one of such promissory notes, as such note
may from time to time be amended,  supplemented,  severed,  renewed, extended or
otherwise modified.

                  "Notices" has the meaning provided in Section 10.6.

                  "Operating Expense Deposit" shall mean $5,000,000.

                  "Operating  Expense Revenue  Achievement  Date" shall mean the
first  date  occurring  on or after the  Closing  Date upon  which the  Approval
Criteria shall be satisfied.

                  "Operating  Expense  Account"  has  the  meaning  provided  in
Section 2.12(h)(1).

                  "Operating  Expenses"  means,  with  respect  to any period of
time, expenses that were paid or required under the Loan Documents to be paid by
the Borrower  during such period in connection with the operation or maintenance
of the  Collateral  (or any portion  thereof),  or the  operation of  Borrower's
business at the Trust  Property  (and, at the  Administrative  Agent's  request,
certified  as  such  by the  Borrower  pursuant  to a  Borrower's  Certificate),
including:  (i) all rent and other  amounts  payable  under any ground  lease or
underlying lease (including the Billboard Master Lease,  Lutece Master Lease and
the Canyon Ranch Master Lease),  (ii) Impositions,  (iii) Insurance Premiums (to
the extent payable by Borrower under the REA), (iv) wages,  salaries, and fringe
benefits of employees  engaged in the operation or management of the  Collateral
(or any portion thereof) or the Borrower's business,  (v) fees and other amounts
paid in respect of utilities  serving the Trust Property,  (vi) fees,  costs and
expenses for  cleaning,  janitorial  and security  services  with respect to the
Trust Property (or any portion  thereof),  (vii)  professional  fees incurred in
connection  with the  operation  or  management  of the Trust  Property  (or any
portion thereof),  (viii) repair and maintenance costs with respect to the Trust
Property  (or any  portion  thereof),  (ix)  advertising,  marketing  and  other
promotional  expenses  incurred in  connection  with the Trust  Property (or any

<PAGE>

portion thereof) or the Borrower's business,  (x) travel and entertainment costs
incurred in connection with the Trust Property or the Borrower's business,  (xi)
amounts payable under Equipment  Leases,  (xiii) amounts payable by the Borrower
under the Property  Agreements  (including  Common  Charges)  and (xiv)  amounts
payable  by the  Borrower  to the  Interest  Rate  Cap  Agreement  counterparty.
"Operating Expenses" shall not include (a) depreciation or amortization or other
noncash items (other than expenses that are or were, as applicable,  due but not
yet paid or are described in the  parenthetical  contained in clause (d) below),
(b) income or franchise taxes payable by the Borrower,  (c) Capital Expenditures
(except to the extent includable,  under GAAP, in Borrower's  operating expenses
for the period of time in question),  (d) any amounts that are payable under the
Loan Documents or the Junior Loan  Documents and (e) all amounts  covered by the
preceding  sentence to the extent  paid using funds in any of the Bank  Accounts
(other than the Cash Management Account) or the Mall Retainage Escrow Account in
accordance with the terms, provisions and conditions hereof.

                  "Operating  Income"  means,  for any period of time, all Rents
that are  actually  received  by, or for the  benefit of,  Borrower  during such
period.

                  "Other  Borrowings"  means,   without   duplication  (but  not
including the  Indebtedness)  (i) all  indebtedness of the Borrower for borrowed
money or for the  deferred  purchase  price of  property or  services,  (ii) all
indebtedness  of the Borrower  evidenced by a note,  bond,  debenture or similar
instrument,  (iii) the face  amount of all  letters  of  credit  issued  for the
account of the Borrower and, without duplication, all unreimbursed amounts drawn
thereunder  and  obligations  evidenced  by  bankers'   acceptances,   (iv)  all
indebtedness  of the  Borrower  secured by a Lien on any  property  owned by the
Borrower (whether or not such indebtedness has been assumed), (v) all Contingent
Obligations  of the  Borrower,  (vi) all  liabilities  and  obligations  for the
payment of money relating to a capitalized  lease  obligation or  sale/leaseback
obligation,  (vii) all  liabilities  and  obligations  representing  the balance
deferred  and unpaid of the purchase  price of any property or services,  except
those permitted under the express terms of this Agreement and (viii) all payment
obligations  of the  Borrower  under  any  interest  rate  protection  agreement
(including,  without limitation,  any interest rate swaps, caps, floors, collars
or similar  agreements) and similar agreements (other than the Interest Rate Cap
Agreement).

                  "Outstanding  Principal  Indebtedness"  means,  at any time of
determination,  the  aggregate  principal  amount  of  the  Loan  that  is  then
outstanding.

                  "Participant" has the meaning provided in subsection 10.9(f).

                  "Participation" has the meaning provided in subsection 5.1(W).

                  "Payment Date" has the meaning provided in Section 2.5.

                  "PBGC" means the Pension Benefit Guaranty Corporation
                   ----
established under ERISA, or any successor thereto.

                  "Permanent  Mall  Certificate of Occupancy"  means a permanent
certificate of occupancy for the Mall issued by the Building Department pursuant
to applicable Legal Requirements which permanent  certificate of occupancy shall
(a) permit the Real  Property  Collateral  to be used for the Mall Intended Uses
and (b) be in full  force and  effect.  Capitalized  terms that are used in this
definition but not defined in this Agreement have the respective  meanings given
in the FADAA.

                  "Permits"   means  all   licenses,   permits,   variances  and
certificates used in connection with, or otherwise pertaining to, the ownership,
operation,  use or occupancy of the Collateral  (including,  without limitation,
certificates of occupancy,  business licenses, state health department licenses,
licenses to conduct  business and all such other  permits,  licenses and rights,
obtained  or  obtainable  from any  Governmental  Authority  or  private  Person
concerning ownership, operation, use or occupancy of the Collateral).

                  "Permitted   Easements"  has  the  meaning  given  within  the
definition of Permitted Liens.

                  "Permitted  Encumbrances" means,  collectively,  (i) Permitted
Liens,  (ii) rights of existing and future  lessees as lessees only  pursuant to
Leases executed in accordance  with the provisions of the Loan Documents,  (iii)
Liens  permitted  pursuant to subsection  6.1(A),  (iv) the Liens created by the
Deed of Trust and the other Loan  Documents,  and (v) Transfers  permitted under
Section 6.1(B).

<PAGE>

                  "Permitted   Investments"   means  any  one  or  more  of  the
following:

                  (a) obligations with a remaining  maturity of one year or less
that are (i) direct obligations of the United States of America for the full and
timely payment of which its full faith and credit is pledged or (ii) obligations
of  a  Person   controlled  or  supervised  by,  and  acting  as  an  agency  or
instrumentality  of, and guaranteed as a full faith and credit  obligation which
shall be fully and timely  paid by, the United  States of America  (including  a
depository  receipt  issued by a Lender (as  defined  in Section  3(a)(2) of the
Securities  Act  of  1933,  as  amended)  as  custodian  with  respect  to  such
obligations  or a  specific  payment of  principal  of or  interest  on any such
obligation  held by  such  custodian  for  the  account  of the  holder  of such
depository receipt,  provided that (except as required by law) such custodian is
not  authorized to make any deduction  from the amount  payable to the holder of
such depository  receipt from any amount received by the custodian in respect of
the  securities  or the  specific  payment of  principal  of or  interest on the
securities evidenced by such depository receipt);

                  (b) debt obligations with a remaining  maturity of one year or
less,  other than  obligations  referred to in clause (a) above,  of any Person,
whether  evidenced  by  bonds,  notes,  debentures,  certificates,  book  entry,
deposits,  certificates  of  deposit,  commercial  paper,  bankers  acceptances,
reinvestment  letters,   investment  contracts,   funding  agreements  or  other
instruments, which shall be rated not lower than (i) Aaa by Moody's or if it has
a  short-term  debt rating then a  short-term  debt rating not lower than P-1 by
Moody's  and  (ii) AAA by S&P or if it has a  short-term  debt  rating  then the
highest  short-term debt rating  category by S&P and bonds or other  obligations
with a  remaining  maturity  of 91 days or less rated Aaa by Moody's  and AAA by
S&P, issued by or by authority of any state of the United States,  any territory
or possession of the United States,  including the  Commonwealth  of Puerto Rico
and agencies thereof, or any political  subdivision of any of the foregoing;  or
any combination of the foregoing;

                  (c)  investments  in money market mutual funds held through an
account with an Eligible Institution, which funds invest only in the instruments
specified in (a)(i) and (a)(ii) above; and

                  (d) deposit accounts maintained at a Bank; provided,  however,
that none of (a) and (b) above may mature later than the Business Day  preceding
the Maturity Date.

                  "Permitted  Lease"  shall  have the  meaning  given in Section
5.1(z) hereof.

                  "Permitted Liens" means, collectively, (i) all Liens and other
matters disclosed on Schedule B-1 to the Title Insurance Policy,  (ii) Liens, if
any, for Impositions  imposed by any  Governmental  Authority not yet delinquent
and with respect to which no penalties are or will be payable or being contested
in good faith and by  appropriate  proceedings  in  accordance  with the Deed of
Trust, (iii) mechanics' or materialmen's  Liens, if any, being contested in good
faith and by  appropriate  proceedings  in accordance  with the Deed of Trust or
which,  under  the  terms  of  Section  6(e) of the Deed of  Trust,  are not yet
required to be discharged,  (iv) easements  created under, or in accordance with
the express terms of, the REA or the ESA and, in either case, in accordance with
the terms of this Agreement,  (v) other easements ("Permitted  Easements") that,
when taken  together with all other  easements,  Liens,  encumbrances  and other
matters  affecting  the  Trust  Property  (including,  without  limitation,  the
Permitted  Encumbrances)  (A) do not (1) interfere  (other than to an immaterial
extent) with the use or operation of the Trust  Property in accordance  with the
terms of this  Agreement,  (2)  adversely  affect  (other than to an  immaterial
extent)  the  value  of the  Trust  Property  and/or  (3)  impose  any  material
obligation  on the owner of the Trust  Property  or the  Trust  Property  itself
(other than the granting of the easement in question) and (B) are not reasonably
likely to cause a Material Adverse Effect, (vi) Liens for workers' compensation,
unemployment  insurance  and  similar  programs,  in each  case,  arising in the
ordinary  course of  Borrower's  business  of  operating  a First  Class Mall in
accordance  with the provisions  hereof and being contested in good faith and by
appropriate proceedings in accordance with the Deed of Trust and (vii) Equipment
Leases  permitted  under this Agreement and Equipment Liens permitted under this
Agreement.

                  "Permitted Mall Expansion" means Mall Phase II but only if the
same is constructed in accordance  with the terms,  provisions and conditions of
the Loan Documents (including, without limitation, Article VIII hereof).

<PAGE>

                  "Permitted  Renovation" means a Renovation that satisfies each
of the following: (i)(A) with respect to any Renovation consisting of work to be
performed by a tenant,  or by Borrower for a tenant,  under a Permitted Lease to
build-out  such  tenant's  premises  for its  initial  occupancy  thereof,  such
Renovation as would be made by a Commercially  Reasonable  Owner,  provided that
the making of such Renovation is not likely to cause a Material  Adverse Effect,
(B) such  Renovation  is a Permitted  Mall  Expansion or (C) with respect to any
Renovation not described in the foregoing clauses (A) or (B), the aggregate cost
of such  Renovation  and all  Renovations  related  thereto  shall be less  than
$5,000,000  and (ii) in the case of any  Renovation  described in the  foregoing
clause  (i),   such   Renovation,   together   with  all   related   Renovations
(collectively,  the "Related Renovations") do not (upon completion of any or all
of such Related Renovations),  individually, or in the aggregate (w) result in a
material  diminution  of the value of the Trust  Property  (the  Lenders and the
Agents  hereby  agreeing  that,  solely  with  respect  to  the  Permitted  Mall
Expansion,  if the Approval  Criteria are satisfied,  the Lenders and the Agents
shall not assert  that there will be a material  diminution  of the value of the
Trust  Property due to the  construction  of Mall Phase II arising from the fact
that  (notwithstanding Mall Sub I and Mall Sub II's compliance with the terms of
the COREA) (1)  tenants in Mall Phase II and tenants in Mall Phase I may compete
for the same customers  and/or (2) prospective  tenants may elect to lease space
in Mall Phase II rather than in Mall Phase I), (x)  materially or  fundamentally
change the nature,  function or use of the Trust Property  and/or  fundamentally
change the design of the Trust  Property,  (y) materially  adversely  affect (1)
access to or from,  parking  serving  and/or the  provision of utilities to, the
Trust  Property  and/or (2) the  ability of the owner of the Trust  Property  to
lawfully use and operate the Trust Property in accordance  with the terms of the
Loan  Documents  and/or (z) permit any tenant to  terminate  its Lease  (unless,
taking into  account  the  benefit to accrue to the Trust  Property by reason of
such  Renovation,  (aa)  a  Commercially  Reasonable  Owner  would  permit  such
termination to occur and (bb) such  termination is not likely to have a Material
Adverse Effect).

                  "Permitted  Transfer"  means  any of the  following:  (i)  any
Permitted Encumbrance, (ii) any transfer, directly as a result of the death of a
natural person,  of stock,  membership  interests or other  ownership  interests
previously  held by the  decedent in question to the Person or Persons  lawfully
entitled  thereto,  (iii)  any  transfer,  directly  as a  result  of the  legal
incapacity  of a  natural  person,  of  stock,  membership  interests  or  other
ownership  interests  previously  held by such  natural  person to the Person or
Persons  lawfully  entitled  thereto,  (iv) with  respect  to stock,  membership
interests  or other  ownership  interests  in any  Person  that is not a natural
person, any transfer or pledge of stock, membership or other ownership interests
in such  Person (or of options  to  purchase  such  stock,  membership  or other
ownership  interests),  provided  that,  assuming  (A) the  exercise of all such
options  (and after giving  effect to the exercise of all such  options) and (B)
the foreclosure of all such pledges (and after giving effect to such foreclosure
and the related transfer of the stock, membership or other ownership interests),
the  Principal  (or,  in the  case  of the  death  or  legal  incapacity  of the
Principal,  the applicable Person or Persons referenced in clause (ii) or (iii),
as applicable)  retains  control (as defined within the definition of Affiliate)
of the  Borrower  and the  Principal  (or,  in the  case of the  death  or legal
incapacity of the Principal or in the case of a transfer made pursuant to clause
(v) below, the applicable Person or Persons  referenced in clause (ii), (iii) or
(v), as applicable) owns, directly or indirectly, at least 51% of the beneficial
ownership  interests  of  Borrower;  provided  that no  more  than  10%,  in the
aggregate,  of the  direct or  indirect  stock,  membership  or other  ownership
interests of Borrower  shall be  transferred,  pursuant to this clause (iv),  to
Persons  that  are not  (aa)  bona  fide  employees  of the  Borrower  (or of an
Affiliate of Borrower) or (bb) family members of the Principal; (v) any transfer
of stock,  membership interests or other ownership interests in a Person that is
not a natural person (an "Entity") by a natural  person to any Person,  provided
that in the case of transfers of stock,  membership interests or other ownership
interests held by the  Principal,  each such transfer must be to a member of his
family (or to a trust the sole beneficiary or beneficiaries of which is a member
of his family) (but only to the extent,  in any of the foregoing cases, that (x)
any such  transfer is made for estate  planning  purposes and (y) the  Principal
(or,  in the  case of the  death  or  legal  incapacity  of the  Principal,  the
applicable Person or Persons  referenced in clause (ii) or (iii), as applicable)
retains control (as defined within the definition of Affiliate) of the Borrower,
(vi) any transfer of Collateral to the successor or surviving  Person  resulting
from a merger or  consolidation  of Borrower with any other Person in accordance
with,  and subject to, the terms,  provisions  and conditions of, this Agreement
and (vii) the Takings  described on Schedule I attached  hereto,  provided that,
solely with  respect to any of the  Takings  described  on such  Schedule I that
shall be "consensual" (A) a Commercially  Reasonable Owner would agree to permit
such "consensual"  Takings on the terms thereof (including,  without limitation,
those relating to the  Condemnation  Award payable with respect thereto) and (B)
the consummation of such "consensual"  Takings will not cause a Material Adverse
Effect;  provided  further  that,  notwithstanding  the fact  that  the  Takings
described on such  Schedule I shall be Permitted  Transfers,  the  provisions of
Section 5.1(X) hereof shall be applicable to such Takings.

<PAGE>

                  "Person" means any individual,  corporation, limited liability
company, partnership,  joint venture, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau,  department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

                  "Plan" means an employee  benefit or other plan established or
maintained by the Borrower or any ERISA  Affiliate  during the five-year  period
ended prior to the date of this  Agreement or to which the Borrower or any ERISA
Affiliate makes, is obligated to make, or has, within the five-year period ended
prior to the date of this Agreement, been required to make contributions that is
covered by Title IV of ERISA (other than a Multiemployer Plan).

                  "Policies" and "Policy" have the meanings  provided in Section
5.1(X)(ii).

                  "Prepayment  Date" shall have the meaning  given in subsection
2.6(b).

                  "Prime Rate" means the rate that Scotiabank announces from its
New York office from time to time as its United States dollar prime lending rate
as in effect from time to time.  The Prime Rate is a reference rate and does not
necessarily  represent the lowest or best rate actually charged to any customer.
Scotiabank or any other Lender may make commercial loans or other loans at rates
of interest at, above or below the Prime Rate.

                  "Principal" means Sheldon G. Adelson.
                   ---------

                  "Principal  Non-Recourse  Carve-Out and Limited  Environmental
Matters  Guaranty"  means that certain  Indemnity and Guaranty  Agreement in the
form attached hereto as Exhibit E attached  hereto,  dated as of the date hereof
made by the  Principal in favor of the Agents for the benefit of the Lenders and
in favor of the Lenders,  as the same may be amended,  supplemented or otherwise
modified from time to time.

                  "Proceeds" means all proceeds,  both cash and noncash,  of the
Collateral (or any portion thereof).

                  "Projected  Rent"  shall  mean,  for any period of time,  with
respect to (A) any COREA Qualified Lease or any COREA Qualified Lease Commitment
that  provides  for the use of the leased  premises in question as a  restaurant
(but excluding any such leased premises that are located within a "food court"),
the greater,  of (1) the  aggregate  minimum  (i.e.  exclusive of  percentage or
additional)  rent that is  required  to be paid by the  tenant  thereunder  with
respect to such period  (other than  minimum  rent  payable  with respect to any
portion of such leased  premises that is not located within the Mall) or (2) the
sum of (a)(i) the product of $50 (or,  with respect to any net  rentable  square
foot of the leased premises that is or will be located on the first level of the
Mall  over  which  there  will not be  constructed,  prior to the time  that the
Borrower  delivers such leased premises to such tenant,  a second level of Mall,
$75) pro rated for the period in  question  based upon the ratio that the number
of calendar  months (or  portions  thereof) in such period  bears to twelve (12)
multiplied  by (ii) the  aggregate  net  rentable  square  footage of the leased
premises  that is or will be located on the first level of the Mall plus (b) the
product of (i) $25 (pro rated as aforesaid) multiplied by (ii) the aggregate net
rentable square footage of the leased premises that is or will be located on the
second level of the Mall, (B) the Billboard Operating Lease,  $945,000 pro rated
as aforesaid, (C) the Madame Tussaud LOI/Lease, $960,000 pro rated as aforesaid,
and (D) with respect to any other COREA Qualified Lease or COREA Qualified Lease
Commitment,  minimum (i.e.  exclusive of percentage or additional)  rent that is
required to be paid by the tenant  thereunder with respect to such period minus,
in the case of the Canyon Ranch Operating Lease,  all rent reasonably  projected
by  Administrative  Agent to be payable  under the Canyon Ranch Master Lease for
the period in question.

                  "Project  Impositions"  means all Taxes (as  defined  the REA)
relating to the Real  Property  with  respect to which REA Owners are  required,
under the REA, to make deposits into the REA Tax Escrow Account.

                  "Property   Agreements"   means  all  agreements,   grants  of
easements  and/or  rights-of-way,   reciprocal  easement  agreements,   Permits,
declarations  of  covenants,   conditions  and  restrictions,   disposition  and
development  agreements,   construction  management  agreements,   architectural
agreements,   construction  agreements,  planned  unit  development  agreements,
parking agreements, party wall agreements and all other instruments,  agreements
and  documents  relating  to  the  acquisition,  construction,  ownership,  use,
operation or maintenance of the Collateral,  including,  without limitation, the
documents and instruments that constitute Permitted  Encumbrances,  the REA, the
ESA, the FADAA, the Mall Retainage Escrow  Agreement,  the Sale and Contribution
Agreement,  the Trademark Cross License  Agreement,  the COREA (if entered into)
and all management agreements and service contracts but excluding the Leases and
the Loan Documents.

<PAGE>

                  "Property  Insurance"  has the meaning  provided in subsection
5.1(X)(x).

                  "Proposed Plans and Specifications Notice" means, with respect
to  any  proposed  Renovation  (other  than a  Permitted  Renovation)  that  the
Administrative  Agent shall approve (or shall be deemed,  in accordance with the
provisions of this Agreement,  to have approved),  a notice from the Borrower to
the  Administrative  Agent  attached to which shall be the  description  of such
proposed  Renovation  that was  contained  in the relevant  Proposed  Renovation
Notice,  as well as the  plans  and  specifications  relating  to such  proposed
Renovation  and a statement as to which  tenants,  if any, would be permitted to
terminate  their Leases if such proposed  Renovation  were made (without  giving
effect  to any  relocation  right  afforded  Borrower  under the  Leases).  Each
Proposed Plans and Specifications Notice shall be legended (in bold, capitalized
letters) with the following:

                  "This is a Proposed Plans and  Specifications  Notice referred
to in that  certain  Loan  Agreement  dated as of  December  20,  1999 among the
Lenders from time to time parties thereto,  Goldman Sachs Mortgage  Company,  as
Syndication  Agent,  The Bank of Nova Scotia,  as Collateral  Agent, The Bank of
Nova Scotia, as Administrative Agent and Grand Canal Shops Mall Subsidiary, LLC,
as borrower  (the "Loan  Agreement")  with  respect to the  proposed  Renovation
described in that certain  Proposed  Renovation  Notice dated _____ furnished to
you in accordance with the terms of the Loan Agreement. If you do not approve or
disapprove,  in writing,  the proposed plans and specifications  attached hereto
within  twenty (20)  Business  Days after the date upon which you have  actually
received  this  Proposed  Plans  and  Specifications  Notice  and the  plans and
specifications  relating to the aforesaid  proposed  Renovation  (without giving
effect  to the  "deemed  receipt"  provisions  of  subsection  10.6 of the  Loan
Agreement),   then  you  shall  be  deemed  to  have  approved  such  plans  and
specifications."

                  "Proposed  Renovation  Materials"  means,  with respect to any
Proposed Renovation Notice, the materials and data upon which Borrower based its
estimate,  set  forth in such  Proposed  Renovation  Notice,  of the cost of the
proposed Renovation in question,  as well as such other information or materials
with  respect to such  proposed  Renovation  as the  Administrative  Agent shall
reasonably request.

                  "Proposed  Renovation  Notice"  means,  with  respect  to  any
Renovation (other than a Permitted  Renovation) that Borrower desires to make, a
notice from the  Borrower to the  Administrative  Agent  containing a reasonably
detailed  description  of such proposed  Renovation  and  Borrower's  reasonable
estimate of the aggregate cost thereof. Each Proposed Renovation Notice shall be
legended (in bold, capitalized letters) with the following:

                  "This is a  Proposed  Renovation  Notice  referred  to in that
certain Loan Agreement dated as of December 20, 1999 among the Lenders from time
to time parties thereto,  Goldman Sachs Mortgage Company,  as Syndication Agent,
The Bank of Nova  Scotia,  as  Collateral  Agent,  The Bank of Nova  Scotia,  as
Administrative  Agent and Grand  Canal Shops Mall  Subsidiary,  LLC, as borrower
(the "Loan  Agreement").  If you do not approve or disapprove,  in writing,  the
proposed Renovation  described herein within twenty (20) Business Days after the
date upon which you have actually  received this Proposed  Renovation Notice and
all Proposed Renovation Materials (without giving effect to the "deemed receipt"
provisions of subsection 10.6 of the Loan  Agreement),  then you shall be deemed
to have approved such proposed Renovation."

                  "Qualified Bank" means any commercial bank having a combined
                   --------------
capital and surplus of at least $500,000,000.
                  "Qualified  Insurer"  has the  meaning  set  forth in  Section
5.1(X)(ii).

                  "REA"  means that  certain  Amended  and  Restated  Reciprocal
Easement,  Use and  Operating  Agreement  dated as of  November  14,  1997 among
Interface Group - Nevada, Inc., Mall Construction (as predecessor-in-interest to
Grand Canal, as  predecessor-in-interest  to Borrower) and Venetian,  as amended
pursuant to that certain  First  Amendment  to Amended and  Restated  Reciprocal
Easement,  Use and Operating  Agreement dated as of the date hereof, as the same
may be amended,  supplemented or otherwise modified in accordance with the terms
hereof.

<PAGE>

                  "REA  Insurance  Premium  Escrow  Account" means the Insurance
Escrow Account (as such term is defined in the REA).

                  "REA Lender"  means any  Mortgagee (as such term is defined in
the REA) that is not an Affiliate of an REA Owner.

                  "REA  Owner"  means any Owner (as such term is  defined in the
REA).

                  "REA Tax Escrow Account" means the Tax Escrow Account (as such
term is defined in the REA).

                  "Real Property" has the meaning provided in the Deed of Trust.

                  "Recorder's Office" means the office of the county recorder of
Clark County, Nevada.

                  "Regulatory  Change"  means any change  after the date of this
Agreement  (or with  respect  to any  Assignee  hereunder,  after  the date such
Assignee  becomes a Lender) in federal,  state or foreign laws or regulations or
the adoption or the making, after such date, of any interpretations,  directives
or  requests  applying  to a class  of  banks,  companies  controlling  banks or
lenders, including a Lender or any company controlling a Lender, of or under any
federal,  state or foreign laws or regulations  (whether or not having the force
of law) by any court or  governmental  or monetary  authority  charged  with the
interpretation or administration thereof.

                  "Release"  means  any  release,   spill,  emission,   leaking,
pumping,  injection,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration into the indoor or outdoor environment (including, without limitation,
the movement of Hazardous  Substances  through ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata).

                  "Remedial Work" has the meaning provided in subsection 5.1(D).

                  "Renovation"  means  the  demolition,   removal,  replacement,
construction,  rebuilding,  change or alteration of or to the Trust Property (or
any portion thereof).

                  "Rents" means such term as it is defined in the Deed of Trust.

                  "Replacement Equipment" has the meaning provided in subsection
6.1(U).

                  "Required  COREA Lease" a Lease is a "Required COREA Lease" if
such Lease (or a COREA Qualified Lease Commitment  relating  thereto) was, prior
to the time in question, included in the calculation of COREA Rent in connection
with any determination as to whether the Approval Criteria were satisfied.

                  "Required  Lenders" means at any time Lenders holding at least
66-2/3% of the aggregate then Outstanding Principal Indebtedness.

                  "Required Reserves" has the meaning given in the definition of
"Excess Cash Flow".

                  "Reserve  Percentage"  means,  for any day, the stated maximum
rate (expressed as a decimal) in effect on such day at which reserves (including
any marginal,  supplemental or emergency reserves) are required to be maintained
under  Regulation  D by a member  bank of the  Federal  Reserve  System  against
"Eurocurrency  liabilities"  (as such term is used in  Regulation D) but without
benefit of or credit for proration,  exemptions or offsets that might  otherwise
be  available  to such  member  bank from  time to time  under  Regulation  D as
reported by the affected Lender or Lenders.  Without  limiting the effect of the
foregoing,  the Reserve  Percentage shall reflect any other reserves required to
be maintained by such member bank against (i) any category of liabilities  which
includes  deposits by  reference to which  Adjusted  LIBOR for the Loan is to be
determined  or (ii) any  category of  extension  of credit or other  assets that
includes  the  Loan,   but  not  including  any   risk-based  or  other  capital
requirements  relating to extensions of credit.  The Reserve Percentage shall be
expressed  in decimal  form and rounded  upward,  if  necessary,  to the nearest
1/100th of one percent,  and shall include  marginal,  emergency,  supplemental,
special and other reserve  percentages.  The parties hereto acknowledge that, as
of the Closing Date, the Reserve Percentage is 0.

                  "Restoration" has the meaning provided in Section 5.1(X)(x).

                  "Retail Annex" has the meaning provided in the Deed of Trust.

                  "Retail  Annex Land" has the  meaning  provided in the Deed of
Trust.

<PAGE>

                  "Sale and  Contribution  Agreement"  means that certain Second
Sale and Contribution Agreement dated as of the date hereof between Grand Canal,
as seller, and Borrower, as purchaser, as the same may be amended,  supplemented
or otherwise modified in accordance with the terms hereof.

                  "Scope Change  Guaranty"  means that certain Mall Scope Change
Guaranty in the form attached  hereto as Exhibit L, dated as of the Closing Date
and  executed  by the  Principal,  as the same may from time to time be amended,
supplemented, extended or otherwise modified.

                  "Scotiabank" means the Bank of Nova Scotia.
                   ----------

                  "Securities  Act"  has  the  meaning  provided  in  subsection
6.1(S).

                  "Service  Contracts" means service  contracts  executed in the
ordinary  course of operation of the Trust Property that would not be binding on
the Trust  Property  (or any  portion  thereof) or the  Collateral  Agent if the
Collateral  Agent were to become the owner of the Trust Property for the benefit
of the Lenders or that are  terminable  by the  Borrower  (or its  successor  or
assign),  without the payment of a termination  fee or any other similar amount,
upon not more than thirty (30) days notice.

                  "Single-Purpose   Entity"  means  a  Person,   other  than  an
individual,  which (i) is formed or  organized  solely  for,  and the  nature of
business  and objects  proposed to be  transacted  and carried on by it are, the
limited  purposes  described on Schedule D-1  attached  hereto (with  respect to
Borrower) or Schedule D-2 attached hereto (with respect to Managing Member) and,
in any case,  none other (the "Permitted  Activities"),  (ii) does not engage in
any business other than the Permitted Activities, (iii) does not have any assets
other  than those  related to its  interest  in the  Collateral  (in the case of
Borrower) or a 1% managing member  membership  interest in Borrower (in the case
of Managing Member) or, in any case, any indebtedness other than as permitted by
this Agreement, the Deed of Trust or the other Loan Documents,  (iv) has its own
separate  books and  records  and has its own  accounts,  in each case which are
separate and apart from the books and records and accounts of any other  Person,
(v)  is  subject  to  all  of  the  limitations  on  powers  set  forth  in  the
organizational  documentation of the Borrower or Managing Member, as applicable,
as of the Closing  Date,  (vi) holds  itself out as being a Person  separate and
apart from any other  Person and (vii) has, in the case of Managing  Member,  at
least one Independent Director.

                  "S&P" means  Standard & Poor's  Ratings  Group,  a division of
McGraw-Hill, Inc.

                  "second  level"  means,  (A) with  respect  to the  Mall,  the
mezzanine level of the Mall and (B) with respect to the Retail Annex, the second
level of the Retail Annex.

                  "SNDA" means a  subordination  non-disturbance  and attornment
agreement substantially in the form of Exhibit M hereto.

                  "SNDA  Deposit  Escrow  Account"  has the meaning  provided in
Section 2.12(d)(iv).

                  "SNDA Qualified Lease" means, as of any date of determination,
a Lease (i)(a) that  substantially  conforms to the applicable (e.g.,  retail or
restaurant)  standard lease form attached  hereto as Exhibit I-1 or Exhibit I-2,
as applicable  (with such changes thereto as both (x) a Commercially  Reasonable
Owner  would  agree to and (y) are not  likely to result in a  Material  Adverse
Effect),  provided  that in no event shall such  changes  include a right of the
tenant to terminate the Lease (except for rights to terminate, due to a Casualty
or Taking, that both a Commercially Reasonable Owner would agree to and that are
not likely to result in a Material Adverse Effect)),  (b) with respect to which,
in the case of a Lease that was theretofore  entered into, such Lease is in full
force and  effect and there is no  monetary  default  or  material  non-monetary
default and (c) that  complies  with the  provisions  of Schedule  H-1  attached
hereto  (as such  provisions  may be  changed  from  time to time with the prior
consent of the  Administrative  Agent (which  consent shall not be  unreasonably
withheld or delayed)  (any such Lease,  and any Lease  described on Schedule H-2
hereto, shall each be referred to as an "Automatically Qualified SNDA Lease") or
(ii) is otherwise approved by the Administrative Agent (which approval shall not
be  unreasonably  withheld  or  delayed);  provided  that,  notwithstanding  the
foregoing,  each Lease  described on Schedule H-2 hereto shall be deemed to be a
"SNDA  Qualified  Lease" so long as, at the time in  question,  such Lease is in
full force and effect and there is no monetary default or material  non-monetary
default under such Lease.

<PAGE>

                  "Start-Up Cost Escrow Accounts" means the collective reference
to the "Operating Expense Account",  the "Brokerage  Commission Account" and the
"TI Costs Account".

                  "Subsection  4.1(J)   Representation  and  Warranty"  has  the
meaning provided in subsection 4.1(J).

                  "Subordinate  Lease"  means a Lease  that  (A)  shall,  by its
terms,  be  expressly  subordinate  in all  respect to the Deed of Trust and the
other Loan Documents  (without any  non-disturbance  or similar protection being
afforded the tenant or other  occupant  thereunder)  and (B) will terminate as a
matter of law, or may be terminated by the  Collateral  Agent as a result of, or
in connection with, foreclosure of the Deed of Trust.

                  "Syndication  Agent" means Goldman Sachs Mortgage Company,  in
its capacity as syndication agent for the Lenders hereunder,  and its successors
in such capacity.


                  "Taking"  means a taking or other  conveyance  during the term
hereof of all or part of the Real  Property,  or any  interest  therein or right
accruing  thereto or use  thereof,  as the result of, or in  settlement  of, any
condemnation or other eminent domain  proceeding by any  Governmental  Authority
affecting the Real Property or any portion thereof whether or not the same shall
have actually been commenced.

                  "Tax  Distributions"  means tax  distributions  to  members of
Borrower to the extent  necessary  to cover  income  taxes (x) on such  members'
distributive  share  of  limited  liability  company  income  and  gains  (which
distributive   share  must  be  included  in  such   members'   taxable   income
notwithstanding  the fact that the partnership made no actual  distribution as a
result  of the  provisions  of this  Section  3) or (y) on  accrued  and  unpaid
interest in respect of the  Subordinate  Loan,  in each case,  assuming that the
applicable  marginal income tax rate is the Applicable Tax Percentage  (such tax
distributions described in clause (y), "Interest Tax Distributions").

                  "Taxes" has the meaning provided in subsection 2.10(a).

                  "Tax Escrow  Account" has the meaning  provided in  subsection
2.12(b).

                  "Tenant   Claims"   shall  mean  claims  made  by  tenants  in
connection with, or as a result of, the construction  and/or opening of the Mall
Improvements.

                  "TI Costs" means the costs of tenant space  build-out work and
other  tenant  concessions  and  inducements  payable by Borrower  under,  or in
connection with, Leases.

                  "TI Costs Deposit" shall mean $1,165,393.19.

                  "TI Costs Revenue  Achievement Date" shall mean the first date
occurring on or after the Closing Date upon which the Approval Criteria shall be
satisfied  (provided that for purposes of this definition of "TI Deposit Revenue
Achievement  Date",  "$28,000,000"  shall be substituted for "$21,000,000"  each
time it appears in the definition of "Approval Criteria").

                  "TI  Costs  Account"  has  the  meaning  provided  in  Section
2.12(d)(ii).

                  "Title Insurance Policy" means the mortgagee's title insurance
policy  insuring the Deed of Trust issued by one or more title companies to, and
accepted by, the Collateral Agent at, and in connection with, the Closing.

                  "Trademark" means the trademark licenses,  trademarks,  rights
in intellectual property,  trade names, service marks and copyrights relating to
the Trust Property or the license to use intellectual  property such as computer
software  owned  or  licensed  by the  Borrower  or other  proprietary  business
information relating to the Borrower's policies,  procedures,  manuals and trade
secrets.

<PAGE>


                  "Trademark   Cross  License   Agreement"  means  that  certain
Trademark  Cross License  Agreement dated November 14, 1997 by and between LVSI,
Venetian and Mall  Construction  (as  predecessor-in-interest  to Grand Canal as
predecessor-in-interest  to  Borrower),  as amended,  supplemented  or otherwise
modified in accordance with the terms hereof.

                  "Transaction" means the transactions  contemplated by the Loan
Documents.

                  "Transaction  Costs"  means  all costs  and  expenses  paid or
payable  by  the  Borrower  relating  to  the  Transaction  (including,  without
limitation,  appraisal  fees,  legal  fees,  and  accounting  fees and costs and
expenses  associated  therewith);  provided that "Transaction  Costs" shall not,
except to the extent  provided in Section 10.23 hereof (or  otherwise  expressly
provided in any Loan  Document),  include  legal fees and other  expenses of the
Lenders (other than GSMC),  any cost or expense of  syndicating  the Loan or any
legal fees or other  expenses of any Agent  (other than the  Syndication  Agent)
incurred on or prior to the Closing Date.

                  "Transfer" means the conveyance,  transfer,  assignment, sale,
mortgaging,  encumbrance, pledging, hypothecation,  granting of a Lien in or on,
granting  of options  with  respect to, or other  disposition  of  (directly  or
indirectly,  voluntarily or involuntarily, by operation of law or otherwise, and
whether or not for  consideration  or of record) all or any portion of any legal
or beneficial  interest (a) in all or any portion of the Collateral;  (b) in the
membership or other  ownership  interests in, the Borrower;  (c) in the Borrower
(or any trust of which the Borrower is a trustee); or (d) in any Person having a
direct or indirect legal or beneficial  ownership in the Borrower and shall also
include,  without  limitation to the foregoing,  the  following:  an installment
sales  agreement  wherein the Borrower agrees to sell the Collateral or any part
thereof  or any  interest  therein  for a price to be paid in  installments;  an
agreement by the Borrower leasing all or a substantial part of the Collateral to
one or more  Persons  pursuant to a single or related  transactions,  or a sale,
assignment  or other  transfer  or, or the grant of a security  interest in, the
Borrower's  right,  title and  interest  in and to any  Leases or any Rent;  any
instrument  subjecting  the Collateral to a condominium  regime or  transferring
ownership to a cooperative  corporation;  and the  dissolution or termination of
the  Borrower  or the merger or  consolidation  of the  Borrower  with any other
Person.

                  "Transfer  Notice"  has the  meaning  provided  in  subsection
6.1(B)(ii).

                  "Trustee" has the meaning given in the REA.

                  "Trust Property" has the meaning given in the Deed of Trust.

                  "UCC" means with  respect to the Trust  Property,  the Uniform
Commercial  Code as in  effect on the date  hereof in the state  where the Trust
Property is located, as amended from time to time;  provided,  that if by reason
of mandatory  provisions  of law, the  perfection or the effect of perfection or
non-perfection of the security interest in any item or portion of the Collateral
is governed by the Uniform  Commercial Code as in effect in a jurisdiction other
than the state where the Trust Property is located, "UCC" shall mean the Uniform
Commercial  Code as in effect in such other  jurisdiction  for  purposes  of the
provisions  hereof  relating  to such  perfection  or  effect of  perfection  or
non-perfection.

                  "UCC Searches" has the meaning specified in subsection 3.1(T).

                  "Unfunded  Benefit  Liabilities"  means,  with  respect to any
Plan, the amount (if any) by which the present value of all benefit  liabilities
(within the meaning of Section  4001(a)(16) of ERISA) under the Plan exceeds the
fair market value of all Plan assets allocable to such benefit  liabilities,  as
determined on the most recent  valuation date of the Plan and in accordance with
the provisions of ERISA for calculating the potential  liability of the Borrower
or any ERISA Affiliate under Title IV of ERISA.

                  "Use" means,  with  respect to any  Hazardous  Substance,  the
generation,  manufacture,  processing,  distribution,  handling, use, treatment,
recycling, burying, retention, refining,  production,  disposition or storage of
such Hazardous Substance or transportation of such Hazardous Substance.

                  "Venetian" means Venetian Casino Resort, LLC, a Nevada limited
liability company.

                  "Welfare  Plan" means an  employee  welfare  benefit  plan (as
defined in Section 3(1) of ERISA)  established  or maintained by the Borrower or
any Subsidiary or that covers any current or former  employee of the Borrower or
any Subsidiary (other than a Multiemployer Plan).

<PAGE>

                                   ARTICLE II.
                                  GENERAL TERMS

                  Section  2.1.  The Loan.  (a) The Loan  shall  consist  of one
advance of the Loan (the "Loan  Advance"),  in a principal  amount  equal to the
Loan  Amount,  to be made to the Borrower on the Closing Date and there shall be
no advances of the Loan made after the Closing Date.  Each Lender shall,  on the
Closing Date, fund its Lender's  Commitment  Percentage of the Loan Amount.  The
borrowing of the Loan Advance  under this Section shall be made from the several
Lenders ratably in proportion to their  respective Loan Commitment  Percentages.
Failure  of any  Lender  to make any Loan  Advance  required  to be made by such
Lender hereunder shall not relieve such Lender,  or any other Lender,  of any of
its  obligations  hereunder.  No Lender  shall have any  responsibility  for any
failure by any other Lender to fulfill its obligations hereunder.

                  (a)(b) Not later than 11:00 a.m.,  New York City time,  on the
Closing Date,  each Lender shall make  available its share of the requested Loan
Advance  (determined as aforesaid),  in Funds, by deposit to the  Administrative
Agent's account  specified in Section 10.6 or otherwise  specified in writing by
the Administrative Agent to the Lenders (at least two (2) Business Days prior to
the  Closing  Date).  Unless the  Syndication  Agent  shall  determine  that any
applicable  condition to the making of the  requested  Loan Advance has not been
satisfied and shall notify the Administrative Agent prior to the Closing Date of
the same  (in  which  case,  the  Syndication  Agent  shall  also  instruct  the
Administrative  Agent to refund to each Lender such Lender's  share of such Loan
Advance  (to the  extent  actually  funded to the  Administrative  Agent by such
Lender)  and  the   Administrative   Agent  shall  so  refund  the  same),   the
Administrative Agent will wire transfer the amount of the requested Loan Advance
to the account  described in the Borrower's  wiring  instructions on the Closing
Date. The proceeds of the Loan shall be used solely for the purposes  identified
in Section 2.2 hereof.

                  (c)  [Intentionally omitted]

                  (d) The Loan shall  constitute  the general  obligation of the
Borrower  to the Lenders  and shall be secured by the  security  interest in and
Liens granted upon all of the Collateral and by all other security interests and
Liens at any time or times  hereafter  granted by the Borrower to the Collateral
Agent.

                  Section 2.2.      Use of Proceeds. Proceeds of the Loan shall
                                    ---------------
be used solely to finance a portion of the purchase  price of the Trust Property
in accordance with the provisions of the Sale and Contribution Agreement.

                  Section  2.3.  Security  for the Loans.  (a) The Notes and the
Borrower's  obligations  hereunder and under the other Loan  Documents  shall be
secured by the Deed of Trust and the other Collateral Security Instruments.

                  Section  2.4.  The Notes.  (a) The portion of the Loan Advance
made by each Lender shall be evidenced by a single Note (or, at the request of a
Lender,  two or three Notes) payable to the order of such Lender for the account
of its Lending Office in a principal amount (in the case of a Lender holding two
or three Notes, in an aggregate  principal  amount) equal to such portion of the
Loan Advance. The Borrower's  obligation to pay the principal of and interest on
the portion of the Loan made by each Lender  shall be  evidenced by the Note (or
Notes) that is payable to the order of such Lender.  Each Note shall provide for
a final maturity on the Maturity Date.

                  (a)(b)  Each  Lender is hereby  authorized  to  endorse on the
schedule attached to its Note(s) (or on a continuation of such schedule attached
to such Note(s) and made a part thereof) an appropriate notation evidencing each
payment of interest or other  amounts due under the Loan  Documents,  in respect
thereof  and may, if such Lender so elects in  connection  with any  transfer or
enforcement  of its  Note(s),  endorse on the  schedule  forming a part  thereof
appropriate  notations  to evidence the  foregoing  information.  Such  schedule
shall, absent manifest error, constitute prima facie evidence of the accuracy of
the information  contained therein. The failure of any Lender to make a notation
on the schedule to its Note(s) as aforesaid  shall not affect the obligations of
the Borrower  hereunder or under such Note(s) or any other Loan  Document in any
respect.

<PAGE>

                  Section 2.5. Principal and Interest. (a) Borrower shall pay to
the  Administrative  Agent for the benefit of the  Lenders  interest on the Loan
from the  Closing  Date to but  excluding  the date upon which the Loan shall be
repaid in full as described  in this  Section 2.5. The Loan shall bear  interest
for each Interest  Accrual Period with respect thereto at a rate per annum equal
to  the  sum of the  Adjusted  LIBOR  determined  as of  the  relevant  Interest
Determination  Date immediately  preceding such Interest Accrual Period plus the
Applicable  Margin (the "Interest  Rate").  Interest on the Loan shall accrue on
the  outstanding  principal  amount  thereof  commencing  on the  Closing  Date.
Interest with respect to the period commencing on the Closing Date and ending on
(and  including)  the last day of the calendar month in which the Closing occurs
(such period, the "Initial Interest Period") shall be payable on the date hereof
and, commencing with the second calendar month next following the calendar month
in which the Closing  Date occurs,  interest  shall be payable in arrears on the
earlier of (i) the first (1st) day of each and every  calendar month through the
calendar  month in which the  Maturity  Date  occurs or (ii) the last day of the
applicable Index Maturity,  unless, in any such case, such day is not a Business
Day, in which event such  interest  shall be payable on the first  Business  Day
following such date (such date for any particular  month,  the "Payment  Date").
The entire  Outstanding  Principal  Indebtedness of the Loan,  together with all
accrued but unpaid interest thereon shall be due and payable by the Borrower, on
the Maturity  Date, to the  Administrative  Agent for the benefit of the Lenders
and Borrower  shall pay, on the Maturity  Date,  all other amounts due under the
Loan  Documents on the Maturity Date to the parties  entitled  thereto under the
Loan  Documents.  Interest  shall be computed on the basis of a 360-day year and
the actual number of days elapsed.

                  (a)(b) At such time as an Event of Default  shall  exist,  the
Borrower  shall pay to the  Administrative  Agent for the benefit of the Lenders
interest at the Default Rate on the Outstanding Principal  Indebtedness,  and on
due but unpaid interest  thereon (but not on interest  payable  pursuant to this
subsection  2.5(b)),  and shall pay to the  applicable  Lender or the applicable
Agent, as applicable,  interest at the Default Rate on any other amount owing to
such Lender or such Agent, as applicable,  not paid when due, in each case, from
the date that such amount first becomes due until such amount is paid in full.

                  (c) The  Administrative  Agent shall  determine  each interest
rate applicable to the Loan hereunder,  and its  determination  thereof shall be
conclusive in the absence of manifest error. On each Interest Determination Date
(and  otherwise  upon  request  therefor  by the  Borrower or any  Lender),  the
Administrative  Agent shall give oral notice to the  Borrower and to each Lender
(or, upon any such request, to the Borrower or to such Lender, as applicable) of
the then applicable interest rate.

                  Section  2.6.  Prepayment.  (a) So long as no Event of Default
shall  exist,  subject to the other terms,  provisions  and  conditions  of this
Section,  the Borrower may prepay the Loan in whole on any Business Day, without
any  prepayment fee or premium;  provided,  however,  that, any such  prepayment
shall be  accompanied  by (i) all  accrued  interest  on the Loan,  and (ii) all
Breakage Costs and any other amounts then due under the Loan Documents.

                  (a)(b) In the event of any  prepayment  described  in  Section
2.6(a) above,  the Borrower shall give the  Administrative  Agent written notice
(or telephonic  notice  promptly  confirmed in writing) of its intent to prepay,
which notice shall be given at least ten (10) Business  Days,  but not more than
twenty (20) Business Days, prior to the date upon which prepayment is to be made
and shall specify the Business Day on which such  prepayment is to be made (such
date, the "Prepayment Date"). If any such notice is given, all amounts described
in subsection  2.6(a) shall be due and payable on the Prepayment  Date specified
therein (and such prepayment notice shall be irrevocable).

                  (c)      Borrower shall not be entitled to prepay a portion of
the Loan.

                  (d)      Loan Advances that are repaid, whether pursuant to
the provisions of this Section 2.6, or otherwise, may not be reborrowed.
                       -----------
                  Section  2.7.  Application  of  Payments  After  an  Event  of
Default.  All proceeds relating to any repayments of the Loan occurring while an
Event of Default  shall exist  shall be applied to pay:  first,  any  reasonable
out-of-pocket  costs and  expenses  of the Agents and the  Lenders  arising as a
result of such  repayment  or Event of  Default  or  enforcement  of the Loan in
connection  therewith,  and any other  portion or portions  of the  Indebtedness
other than principal and interest;  second, any accrued and unpaid interest then
payable with respect to the Loan or the portion thereof being repaid; and third,
the outstanding principal amount of the Loan.

<PAGE>

                  Section  2.8.  Method  and  Place of  Payment.  (a)  Except as
otherwise  specifically provided herein, all payments and prepayments under this
Agreement and the Notes shall be made to the Administrative  Agent by 11:00 a.m.
New York City time, on the date such payment or prepayment,  as  applicable,  is
due in lawful money of the United  States of America by wire transfer in federal
or other Funds, by deposit to an account  specified in writing by Administrative
Agent to Borrower  (as the same may be changed in writing by the  Administrative
Agent at least two (2) Business Days prior to the due date).  Any funds received
by the  Administrative  Agent after such time shall, for all purposes hereof, be
deemed to have been paid on the next succeeding  Business Day. All payments made
by the Borrower  hereunder,  or by the Borrower under the other Loan  Documents,
shall be made  irrespective  of, and without any deduction  for, any set-offs or
counterclaims.  The Administrative Agent will on the day such funds are received
distribute  to each  Lender  its  ratable  share of each such  payment  received
hereunder  by the  Administrative  Agent for the  account of the  Lenders to the
account of such Lender  designated  below its signature  below (or to such other
account as such Lender may instruct the Administrative Agent in writing at least
two (2)  Business  Days  prior  to the  applicable  Borrowing  Date),  provided,
however,  that if such payment is received after 11:00 a.m., New York City time,
the Administrative Agent shall make such distributions on the next Business Day.

                  (a)(b)  Unless the  Administrative  Agent shall have  received
notice  from the  Borrower  prior to the date on which any payment is due to the
Lenders  hereunder  that the Borrower  will not make such  payment in full,  the
Administrative  Agent may assume that the Borrower has made such payment in full
to the Administrative  Agent on such date and the Administrative  Agent may (but
shall  not be  required  to),  in  reliance  upon such  assumption,  cause to be
distributed  to each Lender on such due date an amount  equal to the amount then
due such Lender.  If and to the extent that the Borrower  shall not have so made
such payment,  each Lender shall repay to the Administrative  Agent forthwith on
demand such amount  distributed to such Lender  together with interest  thereon,
for each day from the date such amount is  distributed  to such Lender until the
date such Lender repays such amount to the Administrative  Agent, at the Federal
Funds Rate as in effect for such day.  Nothing  contained  in this  subparagraph
(b), and no action taken in connection  with this  subparagraph  (b),  shall (i)
relieve, or shall be deemed to relieve, the Borrower from its obligation to make
any payment hereunder or (ii) constitute,  or be deemed to constitute,  a waiver
of any Default or Event of Default.

                  Section 2.9.      Collateral for Certain Tenant Claims;
                                    --------------------------------------
Deposits Into and Withdrawals from SNDA Deposit Escrow Account; Delivery of
----------------------------------------------------------------------------
SNDAs.
-----
                  (a) Borrower  hereby  represents  and warrants that all Tenant
Claims of which,  as of the date hereof,  Borrower or any of its  Affiliates has
knowledge or received notice is set forth on Schedule C-1 hereto  (collectively,
"Existing  Tenant Claims") and that such Schedule C-1 accurately  describes each
such Tenant Claim (including,  without limitation,  the estimated amount of each
such Tenant Claim).  To the extent that the amount of any Existing Tenant Claim,
as set forth on such Schedule  C-1,  shall be blank (an  "Unquantified  Existing
Tenant  Claim")  Borrower,  on or prior to December  27,  1999,  will  provide a
certificate  to  Administrative  Agent,  in  form  reasonably   satisfactory  to
Administrative  Agent,  certifying  as to the  amounts of such  Existing  Tenant
Claims,  which amounts shall be subject to Administrative  Agent's  confirmation
(in its  reasonable  discretion)  ("Updated  Existing  Tenant Claims  Amounts").
Immediately after Borrower or any Affiliate thereof receives notice or otherwise
obtains  knowledge  of any Tenant  Claim (other than  Existing  Tenant  Claims),
Borrower  shall furnish to  Administrative  Agent a  description  of such Tenant
Claim, in reasonable detail (including, without limitation, the estimated amount
of each such Tenant Claim)  together with all tenant  notices and other relevant
materials  relating to such Tenant Claim.  Schedule C-2 hereto sets forth a list
of Leases ("SNDA  Required  Leases") with respect to which  Collateral  Agent is
entitled,  under  the  Loan  Commitment  Letter,  to  receive,  but  has not yet
received,  an SNDA and/or an estoppel certificate  reasonably  acceptable to the
Lenders  as a  condition  to the  Lenders'  obligation  to fund  the  Loan  (the
"SNDA/Estoppel  Condition").  In order to induce  the  Lenders  to make the Loan
notwithstanding  the  non-satisfaction of the SNDA/Estoppel  Condition,  and for
other good and valuable consideration, Borrower, and the Junior Lender (which is
an Affiliate of the Borrower and will benefit  directly and indirectly  from the
making of the Loan by the Lenders)  have agreed to the terms and  provisions  of
this Section 2.9.

                  (b)(i) On the Closing  Date,  Junior Lender shall deposit with
Willkie Farr & Gallagher, as escrow agent (in such capacity, "Escrow Agent") the
Junior Note (duly endorsed to the Collateral Agent) and the Junior Deed of Trust
to be held in accordance with the provision of the Escrow  Agreement (as defined
below);  provided  that prior to execution of the Escrow  Agreement  (as defined
below),  the terms,  conditions  and  provisions  of  Exhibit N hereto  shall be
applicable  to Escrow  Agent's  obligations  with  respect to the  escrow  being
created  hereby.  Each of  Borrower  and Junior  Lender  hereby  represents  and
warrants  that the Junior  Note and the Junior Deed of Trust are the only Junior
Loan Documents that exist as of the date hereof.

<PAGE>

                  (ii) On February 25, 2000 and  thereafter on the  twenty-fifth
(25th) day of each calendar month thereafter occurring, all Excess Cash Flow for
the  immediately  preceding  Interest  Accrual  Period shall be paid directly by
Borrower to Collateral  Agent to be held in the SNDA Deposit  Escrow  Account as
security for the  Indebtedness  until the amount of funds then on deposit in the
SNDA  Deposit  Escrow  Account  is equal to the  aggregate  amount of the Tenant
Claims that are then outstanding (as determined by Administrative  Agent, in its
reasonable  discretion),  at which  point  Excess  Cash Flow shall be payable to
Borrower  until such time(s),  if any, as the aggregate  amount of Tenant Claims
shall  exceed the amount of funds  then on  deposit in the SNDA  Deposit  Escrow
Account,  at which time Excess  Cash Flow shall  again be payable to  Collateral
Agent as aforesaid.

                  (iii) The  parties  agree that (A) the amount of an  "Existing
Tenant  Claim" for any given  tenant  shall be the  amount  set forth  under the
heading "Total Claim" on Schedule C-1 hereto (or in the case of any Unquantified
Existing Tenant Claim,  the applicable  Updated  Existing Tenant Claims Amount),
(B) the amount of any "Tenant Claim" that is not an Existing  Tenant Claim shall
be the aggregate  amount of the Tenant Claims of such tenant (as certified to by
Borrower as aforesaid and confirmed by  Administrative  Agent in its  reasonable
discretion)(an  "Additional Tenant Claim"),  (C) the amount of any Tenant Claim,
as contained in an estoppel  certificate or other writing reasonably  acceptable
to Administration  Agent executed and delivered by the applicable tenant,  shall
supersede the amount determined pursuant to the foregoing clause "(A)" or "(B)",
as applicable,  above, (D) if the amount of any claim that would, in the absence
of this clause "(D)", be an Additional  Tenant Claim shall be less than $50,000,
then it shall not be deemed to be a Tenant Claim for any purpose  hereof and (E)
Administrative Agent, in its sole discretion, may determine whether a particular
Tenant  Claim  should be reduced by the amount of any claims that  Borrower  has
against the applicable tenant in respect of delinquent Rent under the applicable
Lease. Furthermore,  Borrower, at its election,  exercisable at any time upon at
least five (5)  Business  Days'  notice to  Administrative  Agent,  may elect to
substitute a Letter of Credit in lieu of its obligation to fund Excess Cash Flow
into the SNDA Deposit Escrow Account or to maintain funds on deposit in the SNDA
Deposit Escrow  Account.  The Letter of Credit shall (x) be in an amount that is
equal to the aggregate amount of all Tenant Claims then  outstanding  (i.e., the
Letter of Credit must be continually  replaced so that the amount thereof equals
or, at Borrower's  election,  exceeds the then aggregate amount of Tenant Claims
as  determined  at any given time by  Administrative  Agent,  in its  reasonable
discretion)), (y) have a term of six (6) months (which Letter of Credit must, at
all times prior to the Tenant Claims  Satisfaction  Date, be replaced,  at least
thirty (30) days prior to each expiration date thereof,  with a Letter of Credit
providing for an expiration  date that occurs six (6) months from the expiration
date of the Letter of Credit being  replaced),  together  with an Account  Party
Sideletter  executed  and  delivered  by the  account  party under the Letter of
Credit.

                  (c) On or prior to  January  20,  2000,  Borrower  and  Junior
Lender  shall  deliver  or cause to be  delivered  to the  Collateral  Agent the
following  (the form and  substance  of each of which  shall be  subject  to the
approval  of the  Administrative  Agent  and the  Syndication  Agent  (not to be
unreasonably  withheld or delayed)),  all of which shall be duly executed by the
Junior Lender and, to the extent applicable,  Borrower:  (i) a pledge agreement,
limited recourse guaranty, an assignment of mortgage,  financing statements, and
such other documents as the Administrative Agent and the Syndication Agent shall
reasonably  require in order for the Collateral  Agent to hold a perfected first
priority  Lien  on  and  security  interest  in the  Junior  Loan  Documents  as
additional security for the Loan (collectively,  the "Pledge  Documents"),  (ii)
such  documents and financing  statements  as the  Administrative  Agent and the
Syndication Agent shall reasonably  require in order for the Collateral Agent to
hold a  perfected  first  priority  Lien on and  security  interest  in the SNDA
Deposit Escrow  Account and the related Bank Account  Collateral as security for
the payment of the  Indebtedness  (the "SNDA Account  Documents")  and (iii) the
Escrow Agreement.

                  (d) The Pledge  Documents  shall contain,  among other things,
provisions to the following effect:

                  (i)  Immediately  after  Borrower  or  any  Affiliate  thereof
receives notice or otherwise  obtains  knowledge of any Tenant Claim (other than
Existing Claims),  Borrower shall furnish to Administrative Agent a certificate,
reasonably  satisfactory  to  Administrative  Agent,  pursuant to which Borrower
describes  such  Tenant  Claim,  in  reasonable   detail   (including,   without
limitation,  the estimated amount of each such Tenant Claim),  together with all
tenant notices and other relevant materials relating to such Tenant Claim;

                  (ii) On February 25, 2000 and  thereafter on the  twenty-fifth
(25th) day of each calendar month thereafter occurring, all Excess Cash Flow for
the  immediately  preceding  Interest  Accrual  Period shall be paid directly by
Borrower to Collateral  Agent to be held in the SNDA Deposit  Escrow  Account as
security for the  Indebtedness  until the amount of funds then on deposit in the
SNDA  Deposit  Escrow  Account  is equal to the  aggregate  amount of the Tenant
Claims that are then outstanding (as determined by Administrative  Agent, in its
reasonable  discretion),  at which  point  Excess  Cash Flow shall be payable to
Borrower  until such time(s),  if any, as the aggregate  amount of Tenant Claims
shall  exceed the amount of funds  then on  deposit in the SNDA  Deposit  Escrow
Account,  at which time Excess  Cash Flow shall  again be payable to  Collateral
Agent as aforesaid.

<PAGE>

                  (iii)  If  and  when  (A)  Borrower   shall   provide  to  the
Administrative Agent, a certificate  reasonably acceptable to the Administrative
Agent  pursuant to which  Borrower  shall certify that a particular  outstanding
Tenant  Claim has been,  (or,  upon the payment by  Collateral  Agent out of the
funds  then on  deposit  in the SNDA  Deposit  Escrow  Account  to the tenant in
question of a sum  certain  will be)  unconditionally  released by the tenant in
question  (together with a "clean" tenant estoppel  certificate or other writing
executed by the tenant in question, in any case, reasonably  satisfactory to the
Administrative Agent, substantiating the accuracy of Borrower's certificate (and
in the case  where  the  "quid pro quo" for the  delivery  by the  tenant of its
release as aforesaid is a rent  abatement or future  payments or  obligations by
Borrower to such tenant, a copy of the document(s) setting forth the same (which
must comply with the applicable  provisions of the Loan  Documents)) and (B) the
Administrative  Agent,  in its reasonable  discretion,  shall have confirmed the
accuracy of such certificate,  then Administrative Agent shall direct Collateral
Agent to release to such  tenant (or if the "quid pro quo" for the  delivery  by
the tenant of its release as aforesaid  is a rent  abatement  as  aforesaid,  to
Borrower) funds then on deposit in the SNDA Deposit Escrow Account in the amount
equal to such Tenant Claim (or, in the case of a settlement between Borrower and
a tenant  that  involves  installment  payments by  Borrower,  the amount of the
installment  that will be payable within the next thirty days).  If and when the
aggregate  amount of all Tenant  Claims  then  outstanding  shall be $250,000 or
less,  provided  that no Default or Event of Default  shall then exist (the date
upon which all of the foregoing conditions shall be satisfied, the "Tenant Claim
Satisfaction  Date"),  the  Administrative  Agent shall  direct  Escrow Agent to
release  all funds  then on  deposit  in the SNDA  Deposit  Escrow  Account  and
terminate the Pledge Documents (other than any provisions  thereof, if any, that
by their terms survive  satisfaction of the  Indebtedness) and return the Junior
Loan Documents to Junior Lender.

                  (e) As used  herein,  the "Escrow  Agreement"  means an escrow
agreement, reasonably satisfactory to Administrative Agent and Collateral Agent,
executed  and  delivered  by Borrower  and Junior  Lender for the benefit of the
Collateral Agent, and which contains such indemnities,  limitations of liability
and other escrow-related  provisions as Escrow Agent shall reasonably require as
well as provisions, among others, to the following effect:

                  (i) the Escrow  Agent  shall hold the  Pledge  Documents,  the
Junior  Loan  Documents  and the SNDA  Account  Documents  until  March 20, 2000
("Outside Date");

                  (ii) if, on the  Outside  Date,  the  aggregate  amount of all
Tenant Claims then  outstanding  shall be $250,000 or less,  then, so long as no
Default or Event of Default shall then exist,  Administrative Agent shall direct
Escrow  Agent to release  all funds then on deposit in the SNDA  Deposit  Escrow
Account to Borrower and return the Junior Loan Documents to Junior Lender;

                  (iii) if, on the Outside  Date,  the  aggregate  amount of all
Tenant Claims then outstanding  shall be greater than $250,000,  then (A) at any
time  thereafter,  Collateral  Agent shall be entitled to cause  Escrow Agent to
release from escrow and deliver to Collateral  Agent the Junior Loan  Documents,
the Pledge Documents and the SNDA Account Documents,  (B) on the date upon which
Escrow Agent releases the Junior Loan  Documents,  the Pledge  Documents and the
SNDA Account  Documents  to  Collateral  Agent as  described in the  immediately
preceding  clause "(A)",  Borrower and Junior Lender shall cause to be delivered
to  Administrative   Agent,  an  opinion  or  opinions  of  counsel   reasonably
satisfactory to the  Administrative  Agent with respect to the enforceability of
the Pledge  Documents  and the SNDA Account  Documents and such other matters as
the Administrative Agent shall reasonably request and (C) Borrower shall pay all
reasonable  costs and  expenses  incurred  by the Agents  and/or the  Lenders in
connection  with the  transactions  contemplated by this Section 2.9, the Pledge
Documents,  the SNDA  Account  Documents  or the  Escrow  Agreement,  including,
without  limitation,   reasonable  attorneys'  fees,   disbursements  and  other
expenses.

                  (f)  Borrower  shall use  commercially  reasonable  efforts to
cause the tenants under the SNDA Required  Leases to execute and deliver  SNDA's
as expeditiously as possible.

                  (g)  Borrower  and the  Junior  Lender  hereby  agree that all
interest  on the Junior Note that is not paid to the Junior  Lender  pursuant to
the provisions of this Section 2.9 shall accrue interest to the extent set forth
in the Junior Note and shall be due when there is Excess Cash Flow  available to
pay it (in any such case, to the extent  permitted  under the Loan Documents and
the Junior Loan Documents).

<PAGE>

                   Section 2.10.    Taxes.
                                    -----

                  (a) All  payments  made by the Borrower  under any Note,  this
Agreement  or any other  Loan  Document  shall be made  free and  clear of,  and
without  deduction  or  withholding  for or on account of, any present or future
income, stamp or other taxes,  assessments,  levies,  imposts,  duties, charges,
fees, deductions or withholdings,  now or hereafter imposed, levied,  collected,
withheld or assessed by any  Governmental  Authority  (other than gross receipts
taxes,  net income  taxes and  franchise  taxes  (imposed  in lieu of net income
taxes) imposed on any Agent or any Lender (including,  without  limitation,  any
Assignee  of a Lender) or  Participant  as a result of a payment  under the Loan
Documents) (all such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions  and  withholdings  being  hereinafter  collectively  referred  to as
"Taxes").  If any Taxes are required to be withheld from any amounts  payable to
any Agent,  any such Lender,  or any  Participant  hereunder,  under any Note or
under any other Loan Document, the amounts so payable to such Agent, such Lender
or such Participant,  as applicable,  shall be increased to the extent necessary
to yield to such Agent, such Lender, or such Participant, as applicable,  (after
payment of all Taxes) such amounts  payable at the rates or in the  amounts,  as
applicable,  specified in the applicable  Loan Document.  Whenever any Taxes are
payable by the Borrower,  as promptly as possible  thereafter the Borrower shall
send to the affected Agent, the affected Lender or the affected Participant,  as
applicable,  for its own account a certified copy of an official receipt showing
payment thereof.

                  (a)(b) Any Lender (including, without limitation, any Assignee
of any Lender) or Participant that is organized under the laws of a jurisdiction
outside the United States of America (a "Foreign  Lender") as to which  payments
to be made under this  Agreement  or any other Loan  Document are exempt from or
subject to a reduced  rate of United  States  Federal  withholding  tax under an
applicable  statute or tax treaty ("Exempt  Payments")  shall (x) provide to the
Administrative  Agent for the benefit of the Lenders and to the Borrower,  on or
prior  to  the  date  upon  which  such  Foreign  Lender  becomes  a  Lender  or
Participant,  as  applicable,  a properly  completed and executed IRS Form 4224,
Form  1001 or  Form  W-8 or  other  applicable  form,  certificate  or  document
prescribed  by the  Internal  Revenue  Service or the  United  States of America
certifying  as to  such  Foreign  Lender's  entitlement  to  such  exemption  or
reduction (all of the foregoing,  "Exemption/Reduction Forms") and (y) represent
to the  transferor  Lender  (for  the  benefit  of the  transferor  Lender,  the
Administrative Agent and the Borrower),  in writing, that such Foreign Lender is
entitled,  under applicable Legal  Requirements,  to such exemption or reduction
(which writing shall also contain an  indemnification  by such Foreign Lender in
favor of the  transferor  Lender,  the Agents and the Borrower from any damages,
loss, cost or expense  (including,  without  limitation,  reasonable  attorney's
fees,   disbursement   and   expenses)   resulting   from  a   breach   of  such
representation).  Each  such  Foreign  Lender  shall  also  deliver  appropriate
replacement   Exemption/Reduction   Forms  promptly  upon  the  obsolescence  or
invalidity of any such  Exemption/Reduction  Form  previously  delivered by such
Foreign Lender.

                  (c) The Borrower  shall not be required to pay any  additional
amounts to any Foreign  Lender under  subsection  2.10(a) to the extent that (i)
the  obligation  to  withhold  amounts  with  respect to United  States  Federal
withholding  tax existed on the date such  Foreign  Lender  became a Lender or a
Participant,  as applicable,  (ii) the obligation to pay such additional amounts
would not have arisen but for a failure by such Foreign  Lender or to provide an
Exemption/Reduction Form in accordance with the provisions of subsection 2.10(b)
or (iii) a representation  or warranty made or deemed to be made by such Foreign
Lender in any Exemption/Reduction  Form proves to have been incorrect,  false or
misleading in any material respect when so made or deemed to have been made.

                  (d) Unless the  Administrative  Agent and the  Borrower  shall
have received  Exemption/Reduction  Forms in accordance  with the  provisions of
subsection  2.10(b),  the Borrower and the  Administrative  Agent shall withhold
Taxes  from  applicable  payments  under the Loan  Documents  at the  applicable
statutory rate. In the event that,  after the date that a Foreign Lender becomes
a Lender or Participant, as applicable, Taxes consisting of a withholding tax of
the United States of America or any political  subdivision  thereof shall become
applicable to payments made to such Lender or Participant,  as applicable,  such
Lender or Participant, as applicable, shall use its best efforts to transfer the
Note(s) (or the interest  therein)  that it holds to another  lending  office of
such Foreign  Lender if such transfer would avoid or reduce such Taxes and would
not in the sole opinion of such Foreign Lender be otherwise  disadvantageous  to
such Foreign Lender.

                  (e) The  provisions  of this  Section  2.10 shall  survive the
termination of this Agreement and the payment and performance of all obligations
under the Loan Documents.

                  Section 2.11. Mortgage Recording Taxes. The Lien to be created
by the Deed of Trust is  intended  to  encumber  the  Trust  Property  described
therein to the full extent of the Loan Amount. On the Closing Date, the Borrower
shall have paid all state,  county and  municipal  recording and all other Taxes
imposed upon the execution and recordation of the Deed of Trust.

<PAGE>

                  Section  2.12.  Mall  Retainage  Escrow  Account;  Tax  Escrow
Accounts; REA Insurance Premium Escrow Account; Brokerage Commission Account; TI
Costs Account; Operating Expense Account; Springing Cash Management Account. (a)
On or before  the  Closing  Date,  the  Collateral  Agent  shall  establish  and
maintain,  in accordance with the terms of the Mall Retainage Pledge  Agreement,
the Mall  Retainage  Escrow  Account  (as defined in the Mall  Retainage  Pledge
Agreement). On the Closing Date, Borrower shall cause to be funded into the Mall
Retainage Escrow Account,  the Mall Retainage  Punchlist Amount.  Borrower's and
the Agents' and the Lenders'  respective  rights and obligations with respect to
the  Mall  Retainage  Escrow  Account  and the  Mall  Retainage  Escrow  Account
Collateral  are set forth in the Mall  Retainage  Escrow  Agreement and the Mall
Retainage Escrow Pledge Agreement.

                  (a)(b) On or before the Closing  Date,  the  Collateral  Agent
shall  establish  and  maintain,  in  accordance  with  the  terms  of the  Cash
Collateral Agreement,  the Tax Escrow Account (as defined in the Cash Collateral
Agreement).  On the Closing  Date,  Borrower  shall  deposit  Funds  (other than
proceeds of the Loan) in the amount of $180,157.29  into the Tax Escrow Account.
On each Deposit Date,  the Borrower  shall  deposit into the Tax Escrow  Account
Funds in an amount equal to the greater of (x)  one-twelfth  (1/12) of the Taxes
and Other Charges that the  Administrative  Agent, in good faith, shall estimate
will be payable  during the next  following  twelve (12) months or (y) the Taxes
and Other Charges that the  Administrative  Agent, in good faith, shall estimate
will be payable during the next following three (3) months (but in no event less
than the amount that the Administrative  Agent, in good faith,  determines shall
be necessary in order to accumulate in the Tax Escrow Account  sufficient  funds
to pay all Taxes and Other  Charges at least fifteen (15) Business Days prior to
their  respective  delinquency  dates).  In determining,  at any given time, the
amounts to be deposited by the Borrower into the Tax Escrow Account  pursuant to
this subsection  2.12(b),  the Administrative  Agent shall take into account the
Bank Account  Collateral,  if any, then on deposit in the Tax Escrow Account and
not necessary,  in the good faith determination of the Administrative  Agent, to
pay Taxes and Other Charges.

                  (c) Borrower  shall make the deposits  into the REA  Insurance
Premium  Escrow  Account in the  amounts,  and at the times,  that  Borrower  is
required so to do under the REA.

                  (d)(i) On or before the Closing  Date,  the  Collateral  Agent
shall  establish  and  maintain,  in  accordance  with  the  terms  of the  Cash
Collateral  Agreement,  the Brokerage Commission Account (as defined in the Cash
Collateral  Agreement).  On the Closing  Date  Borrower  shall  deposit into the
Brokerage  Commission  Account  Funds  (other than  proceeds of the Loan) in the
amount of the Brokerage Commissions Deposit. If, at any time, (A) Borrower shall
provide a certificate  (together with appropriate back-up materials)  reasonably
acceptable to the Administrative  Agent that there would be Realized Savings (as
defined in the  FADAA) if the  amount of funds then on deposit in the  Brokerage
Commissions  Account  were a Line Item (as  defined  in the  FADAA) in a Project
Budget (as  defined in the  FADAA),  and (B) the  Administrative  Agent,  in its
reasonable  discretion,  shall confirm the accuracy of such  certificate,  then,
provided  no Default or Event of Default  shall then  exist,  Borrower  shall be
entitled to direct the  Administrative  Agent to direct the Collateral  Agent to
disburse funds to Borrower in the amount of such Realized Savings.

                  (ii) On or before the Closing Date, the Collateral Agent shall
establish and  maintain,  in  accordance  with the terms of the Cash  Collateral
Agreement,  the TI Costs Account (as defined in the Cash Collateral  Agreement).
On the Closing  Date  Borrower  shall  deposit into the TI Costs  Account  Funds
(other than proceeds of the Loan) in the amount of the TI Costs Deposit.  If, at
any time,  (A) Borrower shall provide a certificate  (together with  appropriate
back-up materials)  reasonably  acceptable to the Administrative  Agent (x) that
there would be Realized Savings (as defined in the FADAA) if the amount of funds
then on  deposit  in the TI Costs  Account  were a Line Item (as  defined in the
FADAA)  in a Project  Budget  (as  defined  in the  FADAA),  and (y) there is no
Default or Event of Default and (B) the Administrative  Agent, in its reasonable
discretion, shall confirm the accuracy of such certificate,  then, provided that
no Default or Event of Default shall then exist, the Administrative  Agent shall
direct the Collateral  Agent to disburse funds to Borrower in the amount of such
Realized Savings. If, at any time, the amount of funds then on deposit in the TI
Costs Account is less than the Required  Minimum TI Budget Amount (as defined in
the  FADAA),  as  determined  by the  Administrative  Agent  in  its  reasonable
discretion, then Borrower, within five days thereafter, shall deposit Funds into
the TI Costs  Account to the extent  necessary for there to be on deposit in the
TI Costs Account, the Required Minimum TI Budget Amount.

                  (iii) On or before the  Closing  Date,  the  Collateral  Agent
shall establish and maintain in accordance with the terms of the Cash Collateral
Agreement the Management  Fees Escrow Account (as defined in the Cash Collateral
Agreement).  Within  fifteen (15) days after the Closing Date,  and on the first
day of each calendar  quarter  thereafter,  the Borrower  shall deposit into the
Management  Fees  Escrow  Account  Funds in an  amount  equal  to the  projected
Management  Fees that Borrower will be required to pay during the next following
three  months  under  the  Management  Agreement  (as  reasonably  estimated  by
Administrative Agent).

                  (iv) On or before the Closing Date, the Collateral Agent shall
establish and  maintain,  in  accordance  with the terms of the Cash  Collateral
Agreement and Section 2.9 hereof, the SNDA Deposit Escrow Account (as defined in
the Cash Collateral Agreement).

<PAGE>

                  (e) The Borrower  shall have no right of  withdrawal  from the
Bank  Accounts  and the Bank  Accounts  shall be  maintained  in the name of and
subject to the exclusive  dominion and control of the  Collateral  Agent for the
benefit of the Lenders (except as otherwise  expressly set forth in this Section
2.12).

                  (f) Any and all Moneys  remitted to a Bank  Account,  together
with any Permitted  Investments in which such Moneys are or shall be invested or
reinvested during the term of this Agreement and all amounts earned, credited or
received with respect to such Moneys and Permitted Investments, shall be held in
such Bank  Account  (except as  provided  for in the Pledge  Agreement  and Cash
Collateral Agreement), and applied in accordance with the terms hereof.

                  (g) As directed by the  Administrative  Agent,  the Collateral
Agent will withdraw from the Tax Escrow Account  amounts as are  necessary,  and
shall use such amounts, to pay Taxes and Other Charges that are then payable and
with  respect to which the  Administrative  Agent  shall  have  received a bill,
statement  or estimate  from a public  office or other  Governmental  Authority;
provided that it shall be the Borrower's,  and not the  Administrative  Agent's,
obligation  to ensure that the  Administrative  Agent  receives  all such bills,
statements and  estimates.  In making any payment from the Tax Escrow Account in
respect of Taxes and Other Charges, the Administrative Agent may do so according
to any  bill,  statement  or  estimate  received  from a public  office or other
Governmental  Authority  without  inquiry as to the accuracy or validity of such
bill,  statement  or estimate  or into the  validity  of any  Imposition,  sale,
forfeiture,  Tax Lien or title or claim  thereof;  provided that the  Collateral
Agent shall not make a given payment if (x) the Borrower shall be contesting its
obligation to make such payment in accordance  with the provisions of Section 23
of the Deed of Trust and (y) the Collateral Agent and the  Administrative  Agent
shall have received from the Borrower notice of the same prior to the Collateral
Agent's making of such payment.  If, at any time, the  Administrative  Agent, in
good faith, shall determine that the amount that is or will be in the Tax Escrow
Account  fifteen (15)  Business  Days prior to the date upon which any Taxes and
Other Charges will be delinquent,  then Borrower,  promptly upon receipt thereof
of notice from the Administrative  Agent, shall pay to the Administrative Agent,
for deposit into the Tax Escrow  Account,  Funds necessary (as determined by the
Administrative  Agent in good faith) to pay, at least fifteen (15) Business Days
prior to delinquency all Taxes and Other Charges.

                  (h)(1) On or before the Closing  Date,  the  Collateral  Agent
shall  establish and maintain at its office  located at One Liberty  Plaza,  New
York, NY 10006 (or such other office of Collateral Agent as the Collateral Agent
shall  designate in a notice to Borrower,  the Lenders and the other  Agents) an
Eligible  Account  specified in writing by  Collateral  Agent to Borrower  (such
Eligible  Account,  together with any other Eligible Account that the Collateral
Agent shall establish in lieu thereof, the "Operating Expense Account").

                  (2) Within fifteen (15) days after the Closing Date,  Borrower
shall either (A) deposit into the Operating  Expense  Account Funds in an amount
equal to the Operating  Expense  Deposit or (B) furnish to Collateral  Agent, on
behalf of the  Lenders,  a Letter  of  Credit in an amount  that is equal to the
Operating  Expense  Deposit and with a term of six (6) months  (which  Letter of
Credit must, at all times prior to the  Operating  Expense  Revenue  Achievement
Date,  be  replaced,  at least  thirty (30) days prior to each  expiration  date
thereof,  with either (x) a Letter of Credit  providing for an  expiration  date
that  occurs six (6)  months  from the  expiration  date of the Letter of Credit
being replaced or (y) Funds in an amount equal to the Operating Expense Deposit,
which Funds shall be held in the Operating  Expense  Account),  together with an
Account Party  Sideletter  executed and delivered by the account party under the
Letter of Credit.

                  (3) If (A) Borrower shall provide a certificate (together with
appropriate back-up materials) reasonably acceptable to the Administrative Agent
that the Operating  Expense  Revenue  Achievement  Date has occurred and (B) the
Administrative  Agent,  in its reasonable  discretion,  shall have confirmed the
accuracy of such  certificate,  then,  so long as no Default or Event of Default
shall then exist, the Collateral Agent upon notice from the Administrative Agent
(which the  Administrative  Agent shall be obligated to give) shall  release all
funds then on deposit in the Operating  Expense  Account to the Borrower for its
own account or shall return the Letter of Credit,  as  applicable.  Furthermore,
notwithstanding  anything to the contrary  contained  herein,  if the  Operating
Expense  Revenue  Achievement  Date shall  occur on the  Closing  Date or within
fifteen (15) days after the Closing Date,  then Borrower shall not, at such time
or  thereafter,  be required to deposit the Operating  Expense  Deposit into the
Operating Expense Account and shall not, at such time or thereafter, be required
to  furnish a Letter  of  Credit in lieu  thereof.  Borrower  shall  furnish  to
Administrative Agent, promptly upon request therefor by the Administrative Agent
made from time to time,  and as a  condition  precedent  to the  obligations  of
Administrative  Agent and Collateral Agent under this subparagraph (3), all rent
information,  Leases and information  regarding the  creditworthiness of tenants
that the Administrative  Agent shall reasonably request to determine whether the
Operating Expense Revenue Achievement Date has occurred.

<PAGE>

                  (4) If (A) Borrower shall provide a certificate (together with
appropriate back-up materials) reasonably acceptable to the Administrative Agent
that  the  TI  Costs  Revenue   Achievement   Date  has  occurred  and  (B)  the
Administrative  Agent,  in its reasonable  discretion,  shall have confirmed the
accuracy of such  certificate,  then,  so long as no Default or Event of Default
shall then exist, the Collateral Agent upon notice from the Administrative Agent
(which the  Administrative  Agent shall be obligated to give) shall  release all
funds  then on  deposit  in the TI Costs  Account  to the  Borrower  for its own
account.  Borrower shall furnish to Administrative  Agent, promptly upon request
therefor by the Administrative  Agent made from time to time, and as a condition
precedent to the obligations of Administrative  Agent and Collateral Agent under
this subparagraph (4), all rent  information,  Leases and information  regarding
the  creditworthiness of tenants that the Administrative  Agent shall reasonably
request to determine whether the TI Costs Revenue Achievement Date has occurred.

                  (5) Subject to the other  provisions of this Section 2.12, the
Collateral  Agent  shall  disburse  funds  from time to time on  deposit  in the
Brokerage  Commission  Account or the TI Costs  Account to the  Borrower  to pay
Brokerage  Commissions  or TI  Costs  for  which  the  Borrower  shall  not have
previously  requested a disbursement  of funds from the  applicable  Account and
that are then due and payable or that will be due and payable  within the thirty
(30) days next following the requested  disbursement date ("Leasing Costs") upon
satisfaction of each of the following conditions:

                  (A) no  Default or Event of  Default  shall  exist on the date
upon which the  Borrower  furnishes  a Leasing  Cost  Disbursement  Request  (as
defined in clause (B) below) to the Collateral  Agent and to the  Administrative
Agent or the date upon which the requested disbursement is to be made;

                  (B) at least  ten (10)  (but no more than  thirty  (30))  days
prior to the date on which the  Borrower  desires  for the  Collateral  Agent to
disburse such funds,  the Borrower shall have given to the Collateral  Agent and
to the Administrative  Agent a written request for such disbursement (a "Leasing
Cost Disbursement Request") specifying,  in reasonable detail, the Leasing Costs
to which such funds are to be applied (and the amount of each Leasing Cost), the
amount of the disbursement  sought, and the date upon which the Borrower desires
for the Collateral Agent to disburse such funds; and

                  (C) the Leasing Cost Disbursement Request shall be accompanied
(1) by a Borrower's  Certificate,  in form and substance reasonably satisfactory
to the  Administrative  Agent,  certifying  that the Leasing Costs for which the
Borrower is seeking the disbursement of funds have been incurred by the Borrower
and are  then  due and  payable  (or  will be due and  payable  within  the next
following  thirty  (30)  days) and (2)  invoices  or other  evidence  reasonably
satisfactory to the Administrative  Agent that the Leasing Costs in question are
then due and  payable  (or will be due and  payable  within  the next  following
thirty (30) days).

                  (6) Subject to the other  provisions of this Section 2.12, the
Collateral  Agent  shall  disburse  funds  from time to time on  deposit  in the
Management  Fees Escrow Account to the Borrower to pay Management Fees for which
the Borrower shall not have  previously  requested a disbursement  of funds from
the  Management  Fees Escrow Account and that are then due and payable under the
Management  Agreement  or that  will be due and  payable  under  the  Management
Agreement within the thirty (30) days next following the requested  disbursement
date upon satisfaction of each of the following conditions:

                  (A) no  Default or Event of  Default  shall  exist on the date
upon which the Borrower  furnishes a Management  Fees  Disbursement  Request (as
defined in clause (B) below) to the Collateral  Agent and to the  Administrative
Agent or the date upon which the requested  disbursement is to be made; provided
that the  Administrative  Agent may (but shall not be required  by Borrower  to)
elect  to  cause   Collateral   Agent   to  make  the   requested   disbursement
notwithstanding any Default or Event of Default;

                  (B) at least  ten (10)  (but no more than  thirty  (30))  days
prior to the date on which the  Borrower  desires  for the  Collateral  Agent to
disburse such funds,  the Borrower shall have given to the Collateral  Agent and
to  the  Administrative  Agent  a  written  request  for  such  disbursement  (a
"Management Fees Disbursement  Request")  specifying,  in reasonable detail, the
amount of the disbursement  sought, and the date upon which the Borrower desires
for the Collateral Agent to disburse such funds; and

                  (C)  the  Management  Fees   Disbursement   Request  shall  be
accompanied (1) by a Borrower's  Certificate,  in form and substance  reasonably
satisfactory to the  Administrative  Agent,  certifying that the Management Fees
for which the Borrower is seeking the  disbursement  of funds have been incurred
by the Borrower and are then due and payable (or will be due and payable  within
the next  following  thirty  (30)  days)  and (2)  invoices  or  other  evidence
reasonably  satisfactory to the Administrative Agent that the Management Fees in
question  are then due and payable  (or will be due and payable  within the next
following thirty (30) days).

<PAGE>

                  (i)(i) Within fifteen (15) days after the Trust Property shall
first have been open for business for six (6) consecutive  full calendar months,
and,  thereafter,  within  fifteen  (15)  days  after  request  therefor  by the
Administrative  Agent (which request shall be made not more than once during any
calendar month) (each such fifteenth (15th) day, a "Delivery  Date"),  or at any
time as  Borrower  shall  desire  to do so (but in no event  more  than once per
calendar  month)  Borrower  shall furnish to the  Administrative  Agent (for its
reasonable approval) a calculation of the DSCR with respect to the period of six
full  calendar  months  immediately  preceding  such  Delivery  Date  (each such
six-month period, a "Preceding  Period"),  together with all relevant  financial
and other information and materials relating to such calculation  (collectively,
"DSCR Materials").  If the DSCR for any such Preceding Period shall be less than
1.25 or Borrower shall fail to furnish such DSCR Materials to the Administrative
Agent within 15 days after Administrative Agent's request (except in the case of
the initial deliver of DSCR Materials  required  hereunder) as aforesaid (either
of the foregoing,  a "DSCR Event"),  then,  during the period  commencing on the
applicable  Delivery  Date and  ending at such  future  time as the DSCR for the
Trust Property for six  consecutive  full calendar  months shall equal or exceed
1.25 (each, a "DSCR Period"), and for each DSCR Period thereafter occurring, the
provisions of paragraph (ii) below shall be applicable.

                  (ii)  Promptly  upon  the  occurrence  of a  DSCR  Event,  the
Collateral  Agent shall establish and maintain at an office to be determined and
designated  in a notice  to  Borrower,  the  Lenders  and the other  Agents)  an
interest  bearing  deposit  account  that is an Eligible  Account  specified  in
writing by Collateral  Agent to Borrower (such Eligible  Account,  together with
any other  Eligible  Account that the Collateral  Agent shall  establish in lieu
thereof, the "Cash Management Account").

                  (iii) If, at any time,  a DSCR  Event  shall  occur,  then (A)
Borrower will cause all Rents to be deposited  directly into the Cash Management
Account on a daily basis and (B) if on the last banking day prior to the date of
the  Loan  interest  payment  that is then  next  due,  the  funds  in the  Cash
Management  Account are less than the amount of the Loan  interest  payment then
due, Borrower shall deposit the shortfall into the Cash Management Account.  The
Collateral Agent shall have control over, and a first priority security interest
in,  the Cash  Management  Account  and all  Bank  Account  Collateral  relating
thereto.  At any time that no Event of Default shall exist,  Borrower shall have
the right to make  withdrawals  from the Cash Management  Account solely for the
purpose of paying amounts payable in respect of the Indebtedness,  any bona fide
Operating Expenses or Capital  Expenditures  relating to the Trust Property that
are  certified  as such by Borrower  pursuant to an Officer's  Certificate,  Tax
Distributions and any other expenditures that are approved by the Administrative
Agent (collectively,  "Permitted Payments"). The Collateral Agent shall have the
right to debit the Cash Management  Account in payment for each monthly interest
payment  and any  other  amounts  owed to any  Lender  or Agent  under  the Loan
Documents.  All  interest  earned  under the Cash  Management  Account  shall be
credited to  Borrower.  Promptly  upon  request  therefor by the  Administrative
Agent, Borrower shall execute and deliver to the Collateral Agent all documents,
instruments  and  financing  statements  that  the  Administrative  Agent  shall
reasonably require in order for the Collateral Agent to obtain a perfected first
priority security  interest in the Cash Management  Account and all Bank Account
Collateral  relating  thereto  including,  but not limited to, a cash collateral
agreement  with respect to the Cash  Management  Account on terms and conditions
similar to the Cash  Collateral  Agreement,  with such changes to recognize that
the Cash Collateral  Account is an interest bearing  depository account as shall
be  reasonably   acceptable   to  Agents  and  such  legal   opinion(s)  as  the
Administrative  Agent  shall  reasonably  require.  If, at any time after a DSCR
Event shall occur,  the DSCR for the Property for six consecutive  full calendar
months shall equal or exceed 1.25, then, provided no Event of Default shall then
exist,  the Collateral Agent shall release the funds then on deposit in the Cash
Management Account to Borrower.

                  (j)  The   Collateral   Agent,   at  the   direction   of  the
Administrative  Agent,  shall cause the Moneys in the Bank  Accounts  and in the
Mall Retainage/Punchlist  Escrow Account to be invested and reinvested in one or
more Permitted  Investments;  provided that the Borrower,  upon reasonable prior
notice  given by the  Borrower  to the  Collateral  Agent,  shall be entitled to
select a particular  Permitted  Investment(s)  so long as no Default or Event of
Default shall then exist.  All such Permitted  Investments  shall be made in the
name of and be under the sole dominion and control of the  Collateral  Agent for
the benefit of the Lenders. The Collateral Agent shall direct that all income or
other gain from  investments  of Money held in any Bank Account  and/or the Mall
Retainage/Punchlist  Account  be  deposited  in such  Bank  Account  or the Mall
Retainage/Punchlist  Account upon receipt  thereof and any loss  resulting  from
such   investments   shall  be  charged  to  such  Bank   Account  or  the  Mall
Retainage/Punchlist  Account. The Borrower shall include all such income or gain
on any Bank Account and/or the Mall Retainage/Punchlist Account as income of the
Borrower for federal and  applicable  state tax  purposes.  Notwithstanding  the
foregoing,  the  Administrative  Agent  shall be  entitled,  without  notice  or
liability to the Borrower, to direct the Collateral Agent to (and, promptly upon
receiving  such  direction,  the  Collateral  Agent,  in  accordance  with  such
directions,  shall) liquidate  Permitted  Investments  and/or to cause Moneys on
deposit in the Bank Accounts and the Mall Retainage/Punchlist  Account not to be
invested or reinvested in Permitted Investments if (x) the Administrative Agent,
in good faith,  determines  that it is prudent or necessary to do so in order to
honor a disbursement  request from the Borrower or (y) an Event of Default shall
exist.

<PAGE>

                  (k) The Collateral Agent shall not be required to (i) disburse
funds from any Start-Up  Costs Escrow Account more than once during any calendar
month  or  (ii)  disburse  funds  from  any  Bank  Account  (including,  without
limitation,  any Start-Up Costs Escrow  Account) in excess of the amount of cash
then on deposit in such Bank Account.

                  (l)(1)  Borrower  shall use any funds  disbursed  to  Borrower
pursuant to the  provisions of subsection  2.12(h)(5)  hereof to pay the Leasing
Costs  with  respect  to  which  such  funds  were  requested.   Borrower  shall
immediately  redeposit  into the  applicable  Start-Up Cost Escrow Account (such
redeposited funds to constitute Bank Account Collateral),  any funds not used by
Borrower, within sixty (60) days of the date disbursed, to pay the Leasing Costs
with respect to which such funds were  requested.  Borrower shall furnish to the
Collateral Agent and the Administrative Agent, within fifteen (15) Business Days
of  request  therefor  by  the  Administrative   Agent,   evidence,   reasonably
satisfactory  to the  Administrative  Agent,  that Borrower used funds disbursed
under  subsection  2.12(h)(5)  hereof to pay the Leasing  Costs with  respect to
which such funds were requested.

                  (2)  Borrower  shall  use  any  funds  disbursed  to  Borrower
pursuant to the provisions of subsection 2.12(h)(6) hereof to pay the Management
Fees with respect to which such funds were requested. Borrower shall immediately
repay to the Collateral Agent, to be redeposited into the Management Fees Escrow
Account and held as Bank  Account  Collateral,  any funds not used by  Borrower,
within sixty (60) days of the date  disbursed,  to pay the Management  Fees with
respect  to which  such  funds were  requested.  Borrower  shall  furnish to the
Collateral Agent and the Administrative Agent, within fifteen (15) Business Days
of  request  therefor  by the  Collateral  Agent  or the  Administrative  Agent,
evidence,  reasonably  satisfactory to the  Administrative  Agent, that Borrower
used funds disbursed under  subsection  2.12(h)(5)  hereof to pay the Management
Fees with respect to which such funds were requested.

                  (m)  Borrower  shall  use  any  funds  disbursed  to  Borrower
pursuant  to the  provisions  of  subsection  2.12(i)  hereof  to pay  Permitted
Payments.  Borrower shall immediately redeposit into the Cash Management Account
(such  redeposited funds to constitute Bank Account  Collateral),  any funds not
used by Borrower, within sixty (60) days of the date disbursed, to pay Permitted
Payments.  Borrower shall furnish to the  Administrative  Agent,  within fifteen
(15) Business Days of request therefor by the  Administrative  Agent,  evidence,
reasonably  satisfactory to the  Administrative  Agent, that Borrower used funds
disbursed under subsection 2.12(i) hereof to pay Permitted Payments.

                  (n) Without  limiting any other  provision of this  Agreement,
if, at any time, an Event of Default shall exist,  then the Collateral Agent may
at  any  time  thereafter,  without  demand  of  performance  or  other  demand,
advertisements and/or notices of any kind (all of which demands, advertisements,
and/or  notices  are  hereby  expressly  waived),   withdraw  the  Bank  Account
Collateral  from the Bank Accounts and apply the Bank Account  Collateral to the
payment of the  Indebtedness  as the Required  Lenders shall  determine in their
sole  discretion  and the  Collateral  Agent may sell all or any  portion of the
instruments and securities  constituting part of the Bank Account Collateral and
apply the Bank  Account  Collateral  and/or the  Proceeds  to the payment of the
Indebtedness as aforesaid.  No Agent and no Lender shall have any responsibility
for any loss of value to the Bank Account  Collateral  resulting from the timing
of any such sale.

                  (o) Upon payment and  satisfaction  in full of the Loan and of
all other  obligations  and liabilities of the Borrower under the Loan Documents
(but excluding any  indemnification  obligations that shall not have theretofore
arisen and that shall  survive the payment of the Principal  Indebtedness),  the
Collateral  Agent  shall  release  any and all  amounts  on  deposit in the Bank
Accounts and Mall Retainage Punchlist Account to the Borrower; provided that, if
any Person other than Borrower  shall make or assert a claim to, or with respect
to, such amounts,  the Collateral Agent shall be entitled to retain such amounts
until  such  claim  shall  be  finally   determined  by  a  court  of  competent
jurisdiction or otherwise act as required under applicable law.

                  (p) On the tenth  Business  Day of each  calendar  month,  the
Collateral Agent shall furnish to the Administrative  Agent, each Lender and the
Borrower a reasonably  detailed statement of all deposits into and disbursements
from the Accounts during the  immediately  preceding month and during the period
from the beginning of the calendar year in which such month occurs to the end of
such month.

                  (q)  Notwithstanding  anything  else  contained  herein to the
contrary,  the  parties  hereto  agree that  Collateral  Agent may  operate  the
Accounts in  accordance  with the  provisions of Section 4 of each of the Pledge
Agreement and the Cash Collateral Agreement.

<PAGE>

                  Section 2.13.  Regulatory Change, etc.  If, as a result of any
                                 ----------------------
Regulatory Change:

                  (a) the basis of  taxation  of  payments  to any Lender or any
company  controlling  any Lender of the  principal of or interest on the Loan is
changed; or (b) any reserve, special deposit or similar requirements (other than
such  requirements  as are taken into  account,  pursuant to the  definition  of
"Adjusted LIBOR",  in determining  Adjusted LIBOR) relating to any extensions of
credit or other assets of, or any  deposits  with or other  liabilities  of, any
Lender or any  company  controlling  any Lender is  imposed,  modified or deemed
applicable;  or (c) any other  condition  affecting  the Loan is  imposed on any
Lender  or any  company  controlling  any  Lender  and  such  Lender  reasonably
determines  that,  by reason  thereof,  the cost to such  Lender or any  company
controlling  such Lender of making or maintaining the Loan is increased,  or any
amount  receivable  by such  Lender or any  company  controlling  such Lender in
respect of any portion of the Loan is reduced,  in each case by an amount deemed
by such  Lender,  in good faith,  to be  material  (such  increases  in cost and
reductions in amounts  receivable being herein called "Increased  Costs"),  then
Borrower agrees that it will pay to such Lender upon such Lender's  request such
additional  amount or  amounts as will  compensate  such  Lender or any  company
controlling  such  Lender for such  Increased  Costs to the extent  such  Lender
reasonably  determines that such Increased Costs are allocable to the Loan. Such
Lender will notify  Borrower of any event  occurring after the date hereof which
will entitle such Lender to compensation pursuant to this Section as promptly as
practicable  after it obtains  knowledge  thereof and determines to request such
compensation.  Such Lender  agrees that,  as promptly as  practicable  after the
officer of such Lender  responsible  for  administering  its portion of the Loan
becomes aware of the occurrence of an event or the existence of a condition that
would cause such Lender to become  entitled to a payment in respect of Increased
Costs,  it will, to the extent not  inconsistent  with the internal  policies of
such Lender and any applicable legal or regulatory restrictions,  use reasonable
efforts (i) to make,  issue,  fund or maintain  its portion of the Loan  through
another  lending  office of such Lender,  or (ii) to take such other measures as
such Lender may deem reasonable,  if as a result thereof the circumstances which
would cause such Lender to be entitled to such  payment  would cease to exist or
the amounts which would otherwise be required to be paid to such Lender pursuant
to this Section would be materially reduced and if, as determined by such Lender
in its sole  discretion,  the making,  issuing,  funding or  maintaining  of its
portion of the Loan through such other lending office or in accordance with such
other  measures,  as the case may be, would not otherwise  materially  adversely
affect the  interests  of such  Lender;  provided  that such  Lender will not be
obligated to utilize such other lending  office  pursuant to this Section unless
Borrower  agrees to pay all  incremental  expenses  incurred by such Lender as a
result of utilizing  such other lending office  (provided that such  incremental
expenses are less than the Increased  Costs payment which would otherwise be due
to such Lender).  Notwithstanding  the foregoing,  in no event shall Borrower be
required to compensate such Lender for any portion of the income, gross receipts
or franchise taxes of such Lender or the company  controlling such Lender.  If a
Lender requests compensation under this Section, Borrower may, by notice to such
Lender,  require that such Lender furnish to Borrower a statement  setting forth
the basis for requesting  such  compensation  and the method for determining the
amount  thereof.  The amounts payable by the Borrower under this Section 2.13 to
any Lender shall be without duplication of amounts payable by the Borrower under
Section 2.10 hereof to such Lender.

                  Section 2.14. Unavailability, etc. Without limiting the effect
of Section 2.13, in the event that, (a) by reason of any Regulatory  Change, (i)
a Lender or a company controlling such Lender incurs Increased Costs based on or
measured by the excess  above a  specified  level of the amount of a category of
deposits or other  liabilities  of such  Lender or such  company  controlling  a
Lender,  which  includes,  without  limitation,  deposits by  reference to which
Adjusted  LIBOR is determined  and (ii) the cost to Borrower of  converting  the
interest rate applicable to the Outstanding  Principal  Indebtedness to the Base
Rate as  described  below is less than the  aggregate  amount of such  Increased
Costs,  (b) the  Administrative  Agent shall have determined in good faith after
reasonable  investigation  that Dollar  deposits in the principal  amount of the
Loan are not generally  available in the London interbank market, (c) reasonable
means do not exist for  ascertaining  Adjusted LIBOR or (d) it shall be unlawful
for a Lender to make or  maintain  a Loan  Advance  that  bears  interest  at an
interest rate based upon LIBOR, then, in the case of (d), automatically,  and in
the  case  of  (a),  (b)  or  (c),  if  the  Required   Lenders  so  elect,  the
Administrative  Agent  shall so notify  Borrower,  and,  in any such  case,  the
interest rate  applicable to the  Outstanding  Principal  Indebtedness  shall be
converted to the Base Rate on the last day of the  applicable  Interest  Accrual
Period (or on such earlier date as shall be required by law);  provided that, in
the case of (a),  from and after the date,  if any, upon which the interest rate
applicable to the Outstanding  Principal  Indebtedness shall be converted to the
Base  Rate as  aforesaid,  the  Borrower  shall no  longer  be  required  to pay
Increased Costs that are attributable to the Regulatory Change that gave rise to
the Lenders' right so to convent such interest rate.

<PAGE>

                                  ARTICLE III.

                              CONDITIONS PRECEDENT

                  Section  3.1.  Conditions  Precedent  to the  Lenders' and the
Agents'  Obligation  to Execute  and Deliver  this  Agreement  and the  Lenders'
obligation to Make the Loan. The Lenders' and the Agents'  obligation to execute
and deliver this Agreement and, in the case of the Lenders,  to fund the Loan is
subject to the satisfaction,  in accordance with the terms thereof,  prior to or
concurrently  with the Lenders' and the Agents'  execution  and delivery of this
Agreement  and the making by the  Lenders  of the Loan,  of all  conditions  and
requirements  set  forth  in the  Loan  Commitment  Letter  (including,  without
limitation,  Exhibits A and B thereto).  Borrower hereby acknowledges and agrees
that notwithstanding the execution and delivery by GSMC of that certain Take Out
Lender/Construction  Lender Agreement dated as of November 12, 1999 between Mall
Construction Lender and GSMC (acknowledged and agreed to by LVSI, Venetian, Mall
Construction,  Grand  Canal and  Principal)(the  "Take  Out  Lender/Construction
Lender  Agreement"),  and notwithstanding the fact that the Lenders may fund the
Loan while one or more  Default(s)  or  Event(s)  of Default  exist  (including,
without limitation, any Default(s) or Event(s) of Default under Section 7.1(xix)
hereof  relating  to the  Construction  Litigation  (as  defined in the Take Out
Lender/Construction  Lender Agreement) and regardless of whether such Default(s)
or Event(s) of Default shall be known to any Lender or Agent at the time of such
funding),  neither such execution and delivery nor such funding shall constitute
a waiver of such  Default(s)  or  Event(s)  of  Default,  and, at any time after
funding the Loan during which any Default or Event of Default  shall exist,  the
Lenders and Agents shall be entitled to exercise any and all rights and remedies
afforded the Agents and Lenders  under the Loan  Documents,  at law or in equity
(subject to the provisions of Section 9.5 hereof). From and after the funding of
the Loan hereunder, neither GSMC nor any other party thereto nor any other party
hereto shall have (or be deemed to have) any further  obligations under the Loan
Commitment  Letter,  as amended,  supplemented  or  otherwise  modified,  or the
Tri-Party  Agreement  (as defined in the Loan  Commitment  Letter),  as amended,
supplemented  or  otherwise  modified,  except  to the  extent  that  any of the
obligations of Borrower or any Affiliate of Borrower  under the Loan  Commitment
Letter and/or the Tri-Party  Agreement by their terms survive the  expiration of
the Loan Commitment Letter or the Tri-Party Agreement, as amended,  supplemented
or otherwise modified.

                                   ARTICLE IV.
                         REPRESENTATIONS AND WARRANTIES

                  Section 4.1.      Representations and Warranties. The Borrower
                                    ------------------------------
represents and warrants to the Agents and to the Lenders that:

(A) Organization. The sole member of Borrower is Grand Canal and the sole member
of Grand Canal is Mall Holdings.  Immediately after the funding of the Loan (but
on the Closing Date) (i) Managing Member will be admitted as the managing member
of Borrower with the result that Managing  Member will hold a 1% managing member
membership  interest in Borrower,  and Grand Canal will hold a 99%  non-managing
member membership  interest in Borrower and (ii) Grand Canal Shops Mall MM, Inc.
("MM  Inc.") will be  admitted  as the  managing  member of Grand Canal with the
result that MM Inc. will hold a 1% managing member membership  interest in Grand
Canal, and Mall Holdings will hold a 99% non-managing member membership interest
in Grand Canal.  (i) Each of Borrower,  Grand Canal and Mall  Holdings is a duly
organized  and  validly  existing  Delaware  limited  liability  company in good
standing under the laws of the State of Delaware,  (ii) each of Borrower,  Grand
Canal  and Mall  Holdings  has the  requisite  power  and  authority  to own its
properties (including, in the case of Borrower, the Trust Property) and to carry
on its business as now being conducted (and as contemplated to be conducted) and
is qualified to do business in the  jurisdiction  in which the Trust Property is
located, and (iii) Borrower has the requisite power and authority to execute and
deliver, and perform its obligations under, this Agreement,  the Notes, the Deed
of Trust and all of the other  Loan  Documents  to which it is a party.  Each of
Managing Member and MM Inc. (x) is a duly organized and validly  existing Nevada
corporation in good standing under the laws of the State of Nevada,  (y) has the
requisite power and authority to own its properties and to carry on its business
as now being  conducted and is qualified to do business in the  jurisdiction  in
which the Trust Property is located, and (z) in the case of Managing Member, has
the requisite power and authority to perform, on behalf of Borrower,  Borrower's
obligations  under, this Agreement,  the Notes, the Deed of Trust and all of the
other Loan Documents to which Borrower is a party.

<PAGE>

(B)  Authorization,  No Conflict;  Consents and  Approvals.  The  execution  and
delivery by Borrower of this Agreement, the Notes, the Deed of Trust and each of
the other Loan Documents to which Borrower is a party, Borrower's performance of
its  obligations  hereunder  and  thereunder  and the  creation of the  security
interests and Liens  provided for in this Agreement and the other Loan Documents
to which  Borrower is a party (i) are within the powers of the Borrower and have
been duly authorized by all requisite  action on the part of the Borrower and on
the part of each  Member  (and no  approval  or action of Member is  required to
authorize any such  execution,  delivery,  performance or creation other than as
have  been  obtained),  (ii)  shall  not  violate  any  provision  of any  Legal
Requirements,  any  order  of any  court or other  Governmental  Authority,  the
certificate  of  formation  or the limited  liability  company  agreement of the
Borrower  or the  organizational  documents  of any  Member,  or any  indenture,
contract,  agreement or other instrument to which the Borrower, or any Member is
a party or by which the Borrower, any Member, or the Trust Property or any other
property,  assets or revenues of the Borrower, or any Member is bound, and (iii)
shall not be in  conflict  with,  result in an  acceleration  or a breach of, or
constitute (with due notice or lapse of time or both) a default under, or result
in the creation or imposition of any Lien of any nature  whatsoever  (other than
those in favor of the Collateral  Agent as provided in the Loan  Documents) upon
any of the property or assets of the  Borrower,  or any Member  pursuant to, any
such indenture,  contract,  material  agreement or instrument.  Other than those
obtained  or filed on or prior to the  Closing  Date  copies of which  have been
furnished to the Syndication Agent, the Borrower and any Member are not required
to  obtain  any  consent,  approval  or  authorization  from,  or  to  file  any
declaration or statement with, any Governmental Authority or other agency or any
other Person in connection with or as a condition to the execution,  delivery or
performance of this  Agreement,  the Notes,  the Deed of Trust or the other Loan
Documents to which the Borrower is a party.

(C)  Enforceability.  Each of this  Agreement,  each Note, the Deed of Trust and
each other Loan  Document to which the  Borrower is a party is the legal,  valid
and binding obligation of Borrower,  enforceable  against Borrower in accordance
with its terms,  subject to  bankruptcy,  insolvency  and other  limitations  on
creditors' rights generally and to equitable  principles.  This Agreement,  each
Note, the Deed of Trust and such other Loan Documents are not, at each time this
representation  and  warranty is being made or remade (or deemed made or remade)
subject  to any right of  rescission,  set-off,  counterclaim  or defense by the
Borrower (including the defense of usury).

(D) Litigation.  There are no actions,  suits or proceedings at law or in equity
by or before any  Governmental  Authority or other agency now pending and served
or, to the best  knowledge  of  Borrower,  threatened  against it,  Grand Canal,
Managing  Member or the  Collateral  which are not fully covered (other than the
deductible  in the amount  permitted  under this  Agreement) by insurance of the
Borrower,  Grand Canal or Managing Member,  as applicable,  that is currently in
effect (and with respect to which the applicable  insurers have acknowledged the
same) or which if  determined  adversely  to the  Borrower  or such  member,  as
applicable, might reasonably be expected to cause a Material Adverse Effect.

(E)  Agreements.  Neither  Borrower  nor  Grand  Canal  is in  violation  of its
certificate of formation or limited liability company agreement,  is in monetary
or material  non-monetary default in the performance,  observance or fulfillment
of any of the obligations, covenants or conditions contained in any agreement or
instrument to which it is a party or by which it or its property is bound, or is
in violation,  in any material respect,  of any Legal Requirement  applicable to
the Borrower,  Grand Canal or any property of either.  Managing Member is not in
violation of its articles of incorporation  or by-laws,  in monetary or material
non-monetary default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any agreement or instrument to
which it is a party or by which it or its property is bound, or is in violation,
in any material respect, of any Legal Requirement  applicable to Managing Member
or its property.  Neither the Borrower nor Managing Member nor any member in the
Borrower is a party to any agreement or instrument or subject to any restriction
which might reasonably be expected to cause a Material Adverse Effect.

<PAGE>

(F)  Title to the  Trust  Property.  Borrower  owns  (i)  good,  marketable  and
insurable fee simple title to the Mall Space and to the Retail Annex Land,  free
and clear of all  Liens,  other  than the  Permitted  Encumbrances,  (ii)  good,
marketable  and  insurable fee simple title to the Mall  Improvements,  free and
clear of all Liens, other than the Permitted Encumbrances, (iii) pursuant to the
Billboard  Master  Lease,  a good and valid  leasehold  estate in the  Billboard
Additional  Premises,  free and clear of all  Liens,  other  than the  Permitted
Encumbrances,  (iv) pursuant to the Canyon Ranch Master Lease,  a good and valid
leasehold estate in the Canyon Ranch Additional Premises,  free and clear of all
Liens, other than the Permitted Encumbrances,  (v) pursuant to the Lutece Master
Lease, a good and valid leasehold estate in the Lutece Additional Premises, free
and clear of all Liens, other than the Permitted Encumbrances and (vi) owns good
and valid  title to the rest of the  Collateral,  free and  clear of all  Liens,
other than the  Permitted  Encumbrances.  The Borrower has the right,  power and
authority to grant, bargain, sell, alienate,  enfeoff, convey, confirm, warrant,
pledge, assign and hypothecate, with power of sale, the Collateral. There are no
outstanding  options to purchase or rights of first refusal or  restrictions  on
transferability affecting the Collateral.  The Collateral comprises (i) all real
property and personal  property  (both  tangible  and  intangible)  that will be
necessary to operate the "Grand Canal Shops Mall" as a First Class Mall and (ii)
all real property and personal  property (both tangible and intangible)  that is
the subject of the Appraisal.

(G) No  Bankruptcy  Filing.  Neither  the  Borrower  nor the  Principal  nor the
Managing  Member nor any other direct or indirect  member of the Borrower or the
Managing Member has filed,  and neither the Borrower nor the Managing Member nor
the  Principal  nor any such  member is  contemplating  either  the filing of, a
petition by it under any state or federal bankruptcy, insolvency or similar laws
or the liquidation of all or a major portion of its assets or property.  Neither
the Borrower nor the Managing  Member nor the  Principal nor any such member has
any knowledge of any filing, or any Person contemplating the filing, of any such
petition against it.

(H) Solvency.  Giving effect to the transactions  contemplated  hereby, the fair
salable value of the Borrower's assets exceeds and shall,  immediately following
the  making  of the  Loan,  exceed  its total  liabilities  (including,  without
limitation,  subordinated,  unliquidated,  disputed and contingent liabilities).
The fair  salable  value of the  Borrower's  assets  is and  shall,  immediately
following  the  making  of  the  Loan,  be  greater  than  Borrower's   probable
liabilities  (including the maximum amount of its contingent  liabilities on its
debts as such debts become absolute and matured).  The Borrower's  assets do not
and,  immediately  following  the  making  of the  Loan  shall  not,  constitute
unreasonably small capital to carry out its business as conducted or as proposed
to be  conducted.  The Borrower does not intend to, and does not believe that it
shall, incur debts and liabilities  (including,  without limitation,  Contingent
Obligations and other commitments)  beyond its ability to pay such debts as they
mature  (taking  into  account  the  timing  and  amounts to be payable on or in
respect of its obligations).  None of the transactions  contemplated hereby will
be or have been made with an intent to hinder,  delay or defraud  any present or
future  creditors of the  Borrower  and the  Borrower  has  received  reasonably
equivalent value in exchange for its obligations under the Loan Documents.

(I) Other Debt.  Except for the debt  permitted  under Section  6.1(C),  and the
Loan,  the Borrower has not borrowed or received  other debt  financing  whether
unsecured  or  secured  by the  Collateral  or any  part  thereof,  nor does the
Borrower  have any Other  Borrowings,  which,  in  either  case,  are  presently
outstanding or are Contingent Obligations.

(J) Full and Accurate  Disclosure.  No statement of fact made by or on behalf of
the  Borrower in this  Agreement  or any of the other Loan  Documents  or in any
certificate,  document or schedule  furnished by the Borrower to any Agent or to
any  Lender  pursuant  hereto or thereto  contains  any  untrue  statement  of a
material fact or omits to state any material fact relating  specifically  to the
Loan, the Collateral,  the Borrower or the business operated (or to be operated)
at the Trust Property, that is known to Borrower or any Affiliate thereof and is
necessary to make statements  contained herein or therein not misleading.  There
is no event or circumstance  relating  specifically to the Loan, the Collateral,
the  Borrower  and/or the  business  operated  (or to be  operated) at the Trust
Property  presently  known to the Borrower  which has not been  disclosed to the
Syndication Agent which might reasonably be expected to cause a Material Adverse
Effect. The representations  and warranties  contained in this subsection 4.1(J)
are   hereinafter   collectively   referred   to  as  the   "Subsection   4.1(J)
Representation and Warranty".

<PAGE>

(K) Financial Information.  All financial data, if any, concerning the Borrower,
the Trust Property or the remainder of the Real Property that has been delivered
in writing  by, or on behalf of, the  Borrower to any Agent or to any Lender (i)
is  true,  complete  and  correct  in all  material  respects,  (ii)  accurately
represents  the  financial  condition  and results of  operations of the Persons
covered thereby as of the date on which the same shall have been furnished,  and
(iii) (other than with respect to financial  projections),  has been prepared in
accordance with GAAP throughout the periods covered.  The Borrower does not have
any  material  contingent  liability,  material  liability  for  taxes  or other
material unusual or forward commitment not reflected in such financial data. The
Borrower has not incurred any obligation or liability,  contingent or otherwise,
not reflected in such financial data which might materially adversely affect its
business operations or the Trust Property.

(L) Investment  Company Act; Public Utility Holding Company Act. The Borrower is
not (i) an  "investment  company" or a company  "controlled"  by an  "investment
company," within the meaning of the Investment  Company Act of 1940, as amended,
(ii) a "holding company" or a "subsidiary  company" of a "holding company" or an
"affiliate" of either a "holding  company" or a "subsidiary  company" within the
meaning of the Public Utility Holding Company Act of 1935, as amended,  or (iii)
subject  to any other  federal  or state law or  regulation  which  purports  to
restrict or regulate its ability to borrow money.

(M)  Compliance.  Except  to  the  extent  otherwise  disclosed  on  Schedule  B
("Environmental  Matters Schedule") attached hereto (i) neither the Borrower nor
any  Affiliate  thereof has  received  any notice that the  Borrower,  the Trust
Property  or  the  Common  Facilities  is in  violation  of the  Americans  with
Disabilities Act and, in the Borrower's  commercially  reasonable judgment,  the
Trust  Property,  the Common  Facilities  and the  Borrower's  use  thereof  and
operations  thereat comply with the Americans with Disabilities Act and (ii) the
Borrower,  the Trust  Property,  the Common  Facilities  and the  Borrower's use
thereof and operations thereat comply, in all material respects,  with all other
applicable Legal  Requirements  (including,  without  limitation,  Environmental
Laws,  ERISA,  and building and zoning  ordinances and codes) and all applicable
Insurance  Requirements.  The  Borrower is not in default or  violation,  in any
material  respect,  of any  order,  writ,  injunction,  decree  or demand of any
Governmental  Authority.  No  portion of the Real  Property  has been or will be
purchased,  improved,  fixtured,  equipped  or  furnished  with  proceeds of any
illegal  activity  conducted by  Borrower,  the  Principal  or any  Affiliate of
either.

(N) Condemnation.  No Taking has been commenced or, to the Borrower's knowledge,
except as described on Schedule I attached hereto,  is contemplated with respect
to all or any  portion of the Real  Property or for the  relocation  of roadways
providing access to the Real Property.

(O) Use of Proceeds;  Margin Regulations.  It shall use the proceeds of the Loan
for the  purposes  described in Section 2.2. No part of the proceeds of the Loan
shall be used for the purpose of  purchasing  or  acquiring  any "margin  stock"
within the meaning of  Regulations G, T, U or X of the Board of Governors of the
Federal Reserve System or for any other purpose which would be inconsistent with
such  Regulations  G,  T, U or X or any  other  Regulations  of  such  Board  of
Governors,  or for any purposes prohibited by Legal Requirements or by the terms
and conditions of the Loan Documents.

(P) Utilities and Access.  The Trust Property has legal access to, and is served
by,  fire and police  protection,  parking  and  water,  gas,  electric,  sewer,
sanitary sewer, storm drain and other facilities and utilities, in each case, as
is  necessary to the use and  enjoyment  of the Trust  Property as a First Class
Mall and in order to comply, in all material respects, with all applicable Legal
Requirements (including, without limitation, those pertaining to zoning and land
use). All utilities and services necessary to the use and enjoyment of the Trust
Property as a First Class Mall and in compliance, in all material respects, with
all  applicable  Legal  Requirements  (including,   without  limitation,   those
pertaining to zoning and land use), are located in the public  right-of-way  (or
on private property over which there exists an irrevocable  easement in favor of
Borrower pursuant to the REA) abutting the Real Property, and all such utilities
are  connected  so as to serve the Trust  Property  without  passing  over other
property  (other than property over which there exists an irrevocable  easements
in favor of Borrower  pursuant to the REA).  All roads and ways necessary to the
use and  enjoyment  of the Trust  Property as a First Class Mall and in order to
comply,  in all  material  respects,  with  all  applicable  Legal  Requirements
(including,  without  limitation,  those pertaining to zoning and land use) have
been  completed  and  dedicated to public use and  accepted by all  Governmental
Authorities  (or  are  private  roads  and  ways  over  which  there  exists  an
irrevocable  easement  in favor of  Borrower  pursuant to the REA) and the Trust
Property  has direct legal access to all such roads and ways (or legal access to
such roads and ways via  irrevocable  and perpetual  easements  over property in
favor of Borrower pursuant to the REA.

(Q)  Subdivision.  The Mall Space, the Mall  Improvements,  and the Retail Annex
Land  collectively  constitute  one or more legal  parcel(s) and one or more tax
parcel(s) that do not include, or comprise a portion of, any other property.

<PAGE>

(R)       Environmental Compliance.  Except for matters set forth in the
          ------------------------
Environmental Matters Schedule:

                  (i)  Borrower,  the Trust  Property and the Common  Facilities
         are, and the same are used, in  compliance,  in all material  respects,
         with all applicable Environmental Laws and Borrower (or, in the case of
         Common  Facilities  that are not  located  on the Trust  Property,  the
         applicable   REA  Owner)  has  obtained  all  permits   required  under
         applicable Environmental Law, such permits are in full force and effect
         and Borrower or such REA Owner,  as applicable,  is in compliance  with
         all such permits.

                  (ii) There is no past non-compliance,  in any material respect
         (by  the  Borrower,  any  Affiliate  of  Borrower  or,  to the  best of
         Borrower's  knowledge,  any  other  Person  that  was a prior  owner or
         operator of any portion of the Trust Property or any Common Facilities)
         with  Environmental  Laws, or with permits issued pursuant thereto,  in
         connection  with the Trust Property or any Common  Facilities.  Without
         limiting the  foregoing,  neither the Borrower nor any Affiliate of the
         Borrower  has,  and, to the best  knowledge of the  Borrower  after due
         inquiry  and  investigation,  no other  Person  has at any time Used or
         Released  any  Hazardous  Substance  on,  under,  to or from the  Trust
         Property  or  any  Common  Facilities,  except  such  Use  as is in the
         ordinary  course of  operation  of the  Trust  Property  or any  Common
         Facilities as presently  (i.e.,  on or about the date hereof)  operated
         and in material compliance with all Environmental Laws and such Release
         as will not require investigation or remediation or otherwise give rise
         to material  liability  pursuant to any applicable  Environmental  Law.
         Neither  the  Borrower  nor any  Affiliate  of the  Borrower  has  been
         requested  or required  by any  Governmental  Authority  to perform any
         material Remedial Work or other responsive action at the Trust Property
         or any Common  Facilities in connection with any  Environmental  Claim.
         Neither the Trust Property nor any Common Facilities is included or, to
         the knowledge of the  Borrower,  proposed for inclusion on the National
         Priorities  List issued by the United States  Environmental  Protection
         Agency,  nor has the Trust  Property  nor any  Common  Facilities  been
         included or, to the knowledge of the  Borrower,  proposed for inclusion
         on any list or inventory issued pursuant to any Environmental Law.

                  (iii) There is no material  Environmental Claim pending or, to
         the  best  knowledge  of the  Borrower,  threatened,  and no  penalties
         arising  under  Environmental  Laws have  been  assessed,  against  the
         Borrower, or any Affiliate of the Borrower, or to the best knowledge of
         the  Borrower  (after  due  inquiry  and  investigation),  any  tenant,
         subtenant,  licensee or sublicensee of the Trust Property or any Common
         Facilities  or, to the best  knowledge  of the  Borrower,  against  any
         Person whose liability for any Environmental  Claim the Borrower has or
         may have retained or assumed  either  contractually  or by operation of
         law, and no material investigation or review is pending or, to the best
         knowledge of the Borrower,  threatened by any  Governmental  Authority,
         citizens  group,  employee or other  Person with respect to any alleged
         failure by the  Borrower,  any Affiliate of the Borrower or any tenant,
         licensee  or  sublicensee  of the Trust  Property  or any of the Common
         Facilities to have any environmental,  health or safety permit, license
         or other authorization required under, or to otherwise comply with, any
         Environmental  Law or with respect to any alleged liability of Borrower
         or any  Affiliate  of the  Borrower  for  any  Use  or  Release  of any
         Hazardous Substances.

                  (iv) There have been and are no past or  present  Releases  by
         Borrower or any  Affiliate  of Borrower  or, to the best of  Borrower's
         knowledge,  any other Person, of any Hazardous Substance in a condition
         which requires  investigation  or remediation or which would  otherwise
         give  rise  to   material   liability   pursuant   to  any   applicable
         Environmental Law, and no Hazardous Substance exists due to the acts of
         Borrower or any  Affiliate  of Borrower,  or to the best of  Borrower's
         knowledge,  any other Person, in, on or under the Trust Property or any
         Common Facilities, except in compliance, in all material respects, with
         Environmental Laws.

                  (v) Without limiting the generality of the foregoing, there is
         not  present  at,  on,  in or under the Trust  Property  or any  Common
         Facilities,  PCB-containing equipment,  asbestos or asbestos containing
         materials,  insulating material  containing urea formaldehyde,  (to the
         best of Borrower's knowledge) underground treatment or storage tanks or
         pumps  or  surface  impoundments  for  Hazardous  Substances,  lead  in
         drinking  water  (except  in   concentrations   that  comply  with  all
         Environmental  Laws), or lead-based paint, except as (x) would not give
         rise to material liability pursuant to any applicable Environmental Law
         and (y) which will not cause a Material Adverse Effect.

<PAGE>

                  (vi) No Liens are presently recorded with the appropriate land
         records under or pursuant to any  Environmental Law with respect to the
         Trust  Property  or  any  Common  Facilities  and,  to  the  Borrower's
         knowledge,  no  Governmental  Authority  has been  taking  or is in the
         process of taking any action that could  subject the Trust  Property or
         any  Common   Facilities   to  Liens   under  any   Environmental   Law
         ("Environmental Liens").

                  (vii)  Borrower  has  furnished to the  Syndication  Agent all
         environmental   investigations,   studies,  audits,  reviews  or  other
         analyses prepared within the past ten (10) years,  conducted by or that
         are in the  possession  of the Borrower or any Affiliate of Borrower in
         relation to the Real Property which the Borrower, exercising reasonable
         diligence, has been able to locate.

                  (viii) The Borrower has not waived any Person's liability with
         respect to any Hazardous  Substances  in, on, under or around the Trust
         Property or any Common Facilities.

(R)       Single-Purpose Entity.
          ---------------------

                  (a)(i) Each of the Borrower, and the Managing Member is, as of
         the date hereof, a Single Purpose Entity.

                  (ii) Neither the  Borrower  nor  Managing  Member (A) owns any
         asset other than (x) in the case of  Borrower,  the Trust  Property and
         (y)  in the  case  of  Managing  Member,  its  membership  interest  in
         Borrower,   (B)  is  engaged  in  any  business  other  than  Permitted
         Activities,  (C) is a party to any contract,  agreement or  transaction
         with any direct or indirect member of the Borrower,  with any Affiliate
         of the Borrower or with any  Affiliate  of any such member  except upon
         terms and  conditions  that are  intrinsically  fair and  substantially
         similar to those that would be available on an arm's-length  basis with
         third  parties  other than an  Affiliate,  (D) has  incurred  any debt,
         secured or unsecured,  direct or contingent (including guaranteeing any
         obligation)  that  is,  in  any  case,  presently  outstanding  or is a
         Contingent  Obligation  (other than, in the case of Borrower,  the Loan
         and the debt described in Section  6.1(C)),  and (E) has made any loans
         or advances to any Person (including any Affiliate).

                  (iii) Except for any  indemnification  expressly  set forth in
         the  organizational  documents of Borrower and/or the Managing  member,
         neither  Borrower  nor  Managing  Member  has,  at any time  since  its
         formation,  assumed or guaranteed the  liabilities of any of its direct
         or indirect members or shareholders,  any Affiliates of such members or
         shareholders,  or any other Persons other than liabilities that are not
         presently  outstanding  and are  not  Contingent  Obligations.  Neither
         Borrower  nor  Managing  Member has,  at any time since its  formation,
         acquired obligations or securities of its direct or indirect members or
         shareholders  (or any  predecessor  entity),  or any Affiliates of such
         members or  shareholders.  Neither Borrower nor Managing Member has, at
         any time since its  formation,  made  loans to its  direct or  indirect
         members or shareholders (or any predecessor), or any Affiliates of such
         members or shareholders that are presently outstanding.

                  (iv)  The  Borrower   does  not  own  any  stock,   membership
         interests,  partnership  interests or other  securities or interests of
         any other Person.  Managing  Member does not own any stock,  membership
         interests,  partnership  interests or other  securities or interests of
         any other Person (other than its membership interest in Borrower).

(S) Deed of Trust and Other Liens;  Concession Income. The Deed of Trust creates
a valid and  enforceable  first  priority Lien on the Trust Property as security
for the repayment of the Indebtedness, subject only to the Permitted Liens. Each
Collateral Security Instrument  establishes and creates a valid,  subsisting and
enforceable  Lien on and a  security  interest  in, or claim to,  the rights and
property  described  therein.  All property  covered by any Collateral  Security
Instrument on which a Lien is capable of being  perfected by the filing of a UCC
financing  statement  is  subject  to a UCC  financing  statement  filed  and/or
recorded,  as  appropriate  (or  irrevocably  delivered  to an  agent  for  such
recordation or filing) in all places necessary to perfect a valid first priority
Lien with  respect  to the  rights  and  property  that are the  subject of such
Collateral Security Instrument to the extent governed by the UCC. All Concession
Income is solely the property of Borrower and neither any  Affiliate of Borrower
nor any other  Person has any right,  title or interest in, or any claim to, any
Concession  Income.  The Collateral  includes all personal property necessary or
desirable to operate the Gondola Concession (as such capitalized term is defined
in the definition of Concession Income).

<PAGE>

(T)  Assessments.  Except to the  extent  the same  shall  constitute  Permitted
Encumbrances,  there are no pending or, to the best  knowledge of the  Borrower,
proposed  special or other  assessments  for public  improvements  or  otherwise
affecting the Trust Property and/or the Common Facilities.

(U) No Joint Assessment;  Separate Lots. Borrower has not suffered, permitted or
initiated  the joint  assessment  of the Trust  Property (i) with any other real
property  constituting  a separate tax parcel,  and (ii) with any portion of the
Trust Property which may be deemed to constitute personal property, or any other
procedure  whereby  the Lien of any Taxes  which may be  levied or  assessed  or
charged against such personal property shall be assessed or levied or charged to
the Trust  Property as a single Lien.  The Trust  Property does not benefit from
any tax abatement or exemption.

(V) No Prior  Assignment.  The Collateral Agent, for the benefit of the Lenders,
is the assignee of the Borrower's interest under the Leases.  There are no prior
assignments  of the  Leases or any  portion  of the Rent due and  payable  or to
become due and payable which are presently outstanding.

(W)  Permits.  Borrower  has  obtained  all  Permits  necessary  to the  use and
operation of the Collateral as a First Class Mall on the date hereof, and all of
such  Permits  are  current  and in full force and  effect.  Borrower  is not in
violation,  in any material respect, of any Permits pertaining to the Collateral
and  Borrower  is in  compliance,  in all  material  respects,  with  all  Legal
Requirements  and Insurance  Requirements  affecting the Collateral and with all
Leases  affecting the Trust  Property.  The Borrower has not received any notice
from any  Governmental  Authority or other Person alleging any uncured  material
violation  of any Legal  Requirement  or Insurance  Requirement  relating to the
Collateral (including with respect to zoning).

(X) Flood Zone.  The Trust  Property  is not  located in a flood  hazard area as
defined by the Federal  Insurance  Administration  or in a 100-year  flood plain
identified  by the  Secretary  of  Housing  and Urban  Development  or any other
Governmental Authority.

(Y) Physical  Condition.  Except as expressly  permitted  under  Section 3.AA of
Exhibit B to the Loan  Commitment  Letter,  the Trust  Property  and the  Common
Facilities  are free of damage and  destruction  from casualty that has not been
repaired and from structural  defects and all building systems contained therein
are in good working order subject to ordinary wear and tear.

(Z)       Security Deposits.  The Borrower is in compliance with all Legal
          -----------------
Requirements  relating  to all  security  deposits  with  respect  to the  Trust
Property.

(AA) No Defaults.  No Default or Event of Default exists and no Default or Event
of  Default  shall  occur as a result of the  consummation  of the  transactions
contemplated by the Loan Documents.

(BB) Intellectual Property. Other than the intents to use the trademarks/service
marks "THE GRAND CANAL" and "GRAND CANAL SHOPPES" and the intellectual  property
described on Exhibit R hereto (collectively,  the "Enumerated IP Rights"), there
is no right under any trademark,  trade name, service mark or other intellectual
property  necessary  to the business of the Borrower as a First Class Mall or as
the Borrower  contemplates  conducting its business.  The Borrower owns, and has
not licensed out, the  Enumerated IP Rights and the Borrower has not  infringed,
is not infringing,  and has not received notice of infringement  with respect to
asserted trademarks,  trade names, service marks and other intellectual property
of others.

(CC)  No  Encroachments.   All  of  the  Improvements  which  were  included  in
determining  the  appraised  value of the  Trust  Property  as set  forth in the
Appraisal lie wholly within the boundaries and building restriction lines of the
Mall Space, the Retail Annex Land, the Billboard Additional Premises, the Lutece
Additional  Premises  and the Canyon  Ranch  Additional  Premises  (or there are
appropriate  easements  for the same pursuant to the REA).  No  improvements  on
adjoining  properties  encroach  upon the Trust  Property  (except as  otherwise
expressly set forth in the REA).

<PAGE>

(DD) Plans and  Welfare  Plans.  The assets of the  Borrower  are not treated as
"plan assets" under final regulations currently  promulgated,  as of the date of
this Agreement, under ERISA. Each Plan, Welfare Plan, and, to the best knowledge
of the  Borrower,  each  Multiemployer  Plan,  is in  compliance in all material
respects with, and has been  administered in all material respects in compliance
with, its terms and the applicable  provisions of ERISA,  the Code and any other
applicable  Legal  Requirement,  and no event or  condition  has occurred and is
continuing as to which the Borrower would be under an obligation to furnish, but
has not furnished, a report to the Syndication Agent under Section 5.1(V). There
are no pending issues or claims before the Internal Revenue Service,  the United
States Department of Labor or any court of competent jurisdiction related to any
Plan or  Welfare  Plan that  could  reasonably  be  expected  to have a Material
Adverse Effect.  No event has occurred,  and there exists no condition or set of
circumstances,  in  connection  with any Plan or Welfare  Plan  under  which the
Borrower  or  any  ERISA   Affiliate,   directly  or   indirectly   (through  an
indemnification  agreement or  otherwise),  could  reasonably  be expected to be
subject  to any  material  liability  under  Section  409 or  502(i) of ERISA or
Section  4975 of the  Code.  Except  to the  extent  that  the  same  would  not
reasonably be expected to result in a Material  Adverse Effect,  no Welfare Plan
provides benefits  (including,  without  limitation,  death or medical benefits)
(whether or not insured)  with respect to any current or former  employee of the
Borrower,  or  any  ERISA  Affiliate  beyond  his  or her  retirement  or  other
termination of service other than (i) coverage  mandated by applicable law, (ii)
death or disability  benefits that have been fully provided for by fully paid up
insurance  or  (iii)  severance  benefits.  No  Plan  has any  Unfunded  Benefit
Liabilities which, if paid, would reasonably be expected to result in a Material
Adverse Effect.

(EE)  Location  of Chief  Executive  Offices.  The  location  of the  Borrower's
principal  place of  business  and  chief  executive  office  is 3355 Las  Vegas
Boulevard  South,  Las  Vegas,  Nevada  89101 (or such other  location  in Clark
County, Nevada as to which Borrower shall have given the Administrative Agent at
least thirty (30) days prior written notice).

(FF)      Not Foreign Person.  The Borrower is not a "foreign person" within the
          ------------------
meaning ofss. 1445(f)(3) of the Code.

(GG) Labor  Matters.  The Borrower is not a party to any  collective  bargaining
agreements.  There are no  controversies  or unfair labor  practice  proceedings
pending or, to the Borrower's knowledge, threatened between the Borrower and any
of its current or former employees or any labor or other  collective  bargaining
unit  representing  any current or former  employee of the  Borrower  that could
reasonably be expected to result in a labor strike,  dispute,  slow-down or work
stoppage or otherwise that, in each such case,  could  reasonably be expected to
have a Material Adverse Effect.

(HH)  Leases.  The Trust  Property is not  subject to any Leases  other than the
Leases  described in the rent roll (the "Closing  Date Rent Roll")  delivered to
Syndication  Agent to satisfy a condition  precedent to the Syndication  Agent's
obligation to execute and deliver this Agreement, and the Lenders' obligation to
fund  the Loan  (collectively,  the  "Existing  Leases"),  as to which  Borrower
executed a written certification.  The Borrower has delivered to the Syndication
Agent true,  correct and complete copies of all Existing  Leases  (including any
amendments,   supplements,   modifications  and  assignments   related  thereto)
described in said Closing Date Rent Roll and each Existing  Lease is a Permitted
Lease.  No Person has any possessory  interest in the Trust Property or right to
occupy the same except  under and  pursuant to the  provisions  of the  Existing
Leases.  Except as set forth on Exhibit I hereto, each Existing Lease is in full
force and effect,  constitutes  the legal,  valid and binding  obligation of the
Borrower  enforceable against the Borrower in accordance with its terms (subject
to bankruptcy,  insolvency and other  limitations on creditors' rights generally
and to equitable principles),  and, to the knowledge of the Borrower,  each such
Lease  constitutes  the  legal,  valid  and  binding  obligation  of the  tenant
thereunder and is enforceable  against such tenant in accordance  with its terms
(subject to bankruptcy,  insolvency and other  limitations on creditors'  rights
generally  and to  equitable  principles).  There  is no  monetary  or  material
non-monetary  default  under any such  Existing  Lease by the  Borrower  (and no
conditions  which with the passage of time and/or notice would constitute such a
default by the Borrower thereunder), and, to the best knowledge of the Borrower,
except as set forth on Exhibit I, there is no monetary or material  non-monetary
default  thereunder by any other party (and no condition  which with the passage
of time  and/or  notice  would  constitute  such a default  by any  other  party
thereunder). No tenant under any such Existing Lease has, as of the date hereof,
paid Rent more than 30 days in advance (except to the extent otherwise permitted
under the  express  terms of such  Existing  Lease),  and the Rents  under  such
Existing  Lease have not been  waived,  released,  or  otherwise  discharged  or
compromised.  To the best of the  Borrower's  knowledge,  except as set forth on
Exhibit  I, no  tenant  under  any such  Existing  Lease is the  subject  of any
bankruptcy,  arrangement,  insolvency,  reorganization  or other similar action,
case or  proceeding  and no such  tenant has made a general  assignment  for the
benefit of  creditors.  No Existing  Lease  provides any party with the right to

<PAGE>

obtain a Lien upon the Trust Property.  With respect to each Existing Lease that
is not a Subordinate Lease, all work heretofore  required to be performed by the
Borrower under such Existing Lease has been performed, in all material respects,
and all  contributions  which are due and payable to be made by the  Borrower to
the tenant thereunder have been made.

(II) Pre-Closing Date Activities. The Borrower has not conducted any business or
other  activity on or prior to the Closing Date,  other than in connection  with
the acquisition, development, operation and ownership of the Trust Property. The
Managing  Member has not conducted any business or other activity on or prior to
the Closing Date, other than in connection with the acquisition and ownership of
its membership interest in Borrower.

(JJ) Tax Filings.  The Borrower has filed all material federal,  state and local
tax  returns  required  to be filed  and has paid all  federal,  state and local
taxes,  charges and  assessments  payable by the Borrower.  The  Borrower's  tax
returns  properly  reflect the income and taxes of the  Borrower for the periods
covered thereby.

(KK)  Impositions.  All  Impositions  due and owing in respect of, or  otherwise
affecting,  the Trust  Property  and/or  the  Common  Facilities  have been paid
(except  to the  extent  that  the  Borrower  shall  be  contesting  the same in
accordance  with  the  provisions  of the  Loan  Documents  and,  to the  extent
applicable, of the REA).

(LL)   Insurance.   The  Trust  Property  is  insured  in  accordance  with  the
requirements set forth in the Loan Documents.

(MM) Property  Agreements.  The Borrower has delivered to the Syndication  Agent
true,  correct and complete  copies of the Management  Agreement,  the Brokerage
Agreement,  the ESA, the REA, the Sale and Contribution Agreement, the COREA (if
entered  into),  the Trademark  Cross  License  Agreement,  the FADAA,  the Mall
Retainage Escrow Agreement and all other material Property  Agreements in effect
on the date hereof.  No monetary  default and no material  non-monetary  default
exists, or with the passing of time or the giving of notice or both, would exist
under any  Property  Agreement  (x) on the part of  Borrower  or (y) to the best
knowledge of Borrower, any other Person (unless, in the case of a default by any
party other than  Borrower,  such default is a default  that (x) a  Commercially
Reasonable  Owner would  irrevocably  waive and (y) is not reasonably  likely to
result in a Material Adverse Effect).  No party to any Property Agreement (other
than a Service  Contract)  has given or received any written  notice or claim of
monetary or material  non-monetary  default under such Property  Agreement which
has not been cured (other than notices or claims of default  given and addressed
to a party other than  Borrower  relating to  defaults  that (x) a  Commercially
Reasonable  Owner would waive and (y) are not  reasonably  likely to result in a
Material Adverse Effect). No condition exists whereby the Borrower or any future
owner of the  Collateral  may be required to purchase  any other  parcel of land
which is subject to any Property  Agreement or which gives any Person a right to
purchase,  right of reversion, a right of first refusal, right of first offer or
another  similar  right or interest in or with  respect to, the  Collateral.  No
material  exclusions or restrictions on the utilization,  leasing or improvement
of the  Collateral  (including  non-compete  agreements)  exist in any  Property
Agreement   (other  than  those  set  forth  in  the  REAs  and  the   Permitted
Encumbrances).  The  Administrative  Agent hereby  approves the Trademark  Cross
License Agreement.

(NN)  Personal  Property.  Schedule A  attached  hereto is a true,  correct  and
complete schedule of all categories of all tangible personal  property,  if any,
owned by the Borrower and located upon the Trust  Property or used in connection
with  the use and  operation  of the  Collateral.  The  Borrower  has  good  and
marketable  title to all such  personal  property,  free and  clear of all Liens
except for Liens created under the Loan  Documents or permitted  under the terms
of this Agreement.

(OO) Plans and Specifications. No Scope Changes (as defined in the FADAA) to the
Existing Plans and  Specifications  (as defined in the Loan  Commitment  Letter)
have been made other than Scope Changes to the Existing Plans and Specifications
that constitute Safe Harbor Scope Changes (as defined in the FADAA) and/or which
do not,  under  Section  6.2.1 of the FADAA,  require the Required  Scope Change
Approval (as defined in the FADAA).

                  Section 4.2. Survival of Representations.  The Borrower agrees
that all of the  representations  and  warranties  of the  Borrower set forth in
Section 4.1 and  elsewhere  in this  Agreement  and in the other Loan  Documents
shall survive the delivery of the Notes and making of the Loan.

<PAGE>

                                   ARTICLE V.

                              AFFIRMATIVE COVENANTS

                  Section 5.1.      Affirmative Covenants.  The Borrower
                                    ---------------------
covenants and agrees that:

(A) Existence; Compliance with Legal Requirements; Insurance. The Borrower shall
do or cause to be done all things  necessary to (i) preserve,  renew and keep in
full force and effect (a) its existence as a Delaware limited  liability company
and (b) all rights and Permits  necessary  or  desirable  for the conduct of its
business as a First Class Mall (it being  agreed,  however,  that the  foregoing
shall not be  construed  to  prohibit  Borrower  from  changing  any trade name,
trademark,  service mark or other intellectual  property (so long as no Event of
Default shall exist and Borrower shall maintain, preserve and protect such trade
name, trade mark, service mark or other intellectual property, as applicable, as
so  changed))  and  (ii)  comply  with  all  Legal  Requirements  and  Insurance
Requirements  applicable to it or the Trust Property.  The Borrower shall at all
times maintain,  preserve and protect all franchises,  trade names,  trademarks,
service  marks and other  intellectual  property,  if any,  and preserve all the
remainder of its property,  necessary for the continued  conduct of its business
(it being agreed, however, that the foregoing shall not be construed to prohibit
Borrower  from  changing  any  trade  name,  trademark,  service  mark or  other
intellectual  property (so long as no Event of Default  shall exist and Borrower
shall maintain,  preserve and protect such trade name, trade mark,  service mark
or other  intellectual  property,  as  applicable,  as so changed)) and keep the
Trust  Property  in  good  repair,  working  order  and  condition,  except  for
reasonable  wear and use and damage  caused by a casualty or taking with respect
to which the Borrower is effectuating a Restoration (or is causing a Restoration
to be  effectuated),  or is  not  required  to  effectuate,  or to  cause  to be
effectuated, a Restoration,  as applicable, in each case, in accordance with the
provisions of the Loan  Documents and from time to time the Borrower shall make,
or cause to be made, all repairs, renewals and replacements thereto necessary so
to maintain the Trust Property.

(B) Impositions and Other Claims.  Without  duplication of amounts payable under
subsection 2.10 hereof, the Borrower shall pay and discharge all Impositions, as
well as all lawful claims for labor, materials and supplies or otherwise,  which
could become a Lien, all as more fully provided in, and subject to any rights to
contest  contained in, the Loan  Documents;  provided that Borrower shall not be
deemed to be in Default for its failure to pay those  Impositions that (x) prior
to the Assessment  Date, the Trustee shall cause to be paid out of Money then on
deposit in the REA Tax Escrow Account or (y) from and after the Assessment Date,
the Collateral  Agent shall cause to be paid out of Money then on deposit in the
Tax Escrow Account  pursuant to Section 2.12).  The Borrower shall pay, or shall
cause to be paid, all Insurance Premiums with respect to the Borrower, the Trust
Property and the Common Facilities in accordance with the provisions of the Loan
Documents and the REA.

(C)   Litigation.   The  Borrower  shall  give  prompt  written  notice  to  the
Administrative  Agent of any litigation or governmental  proceedings pending or,
to the best of  Borrower's  knowledge,  threatened  against the  Borrower or the
Trust Property and/or the Common  Facilities (1) in which the amount involved is
greater than  $1,000,000  and that is not fully covered by insurance  (excluding
any deductible  relating thereto permitted under this Agreement) or (2) that, if
determined  adversely to the  Borrower,  would be  reasonably  likely to cause a
Material  Adverse  Effect  (regardless of whether  damages and/or  injunctive or
similar relief is sought and regardless of the amount  involved and whether such
matter is covered by  insurance).  Without  limiting any rights or remedies that
the Lenders  and Agents have under the Loan  Documents  in  connection  with the
Construction Litigation,  the Borrower (x) has notified the Administrative Agent
regarding  the  existence  of the  Construction  Litigation,  (y) is  diligently
defending (and will continue to diligently  defend) the Construction  Litigation
and (z) will continue to keep the Administrative Agent apprised as to the status
of the Construction Litigation.

<PAGE>

(D)       Environmental Remediation.
          -------------------------

                  (i) If any investigation,  site monitoring,  cleanup, removal,
         restoration  or other  remedial  work of any kind or nature is required
         pursuant to an order or  directive  of any  Governmental  Authority  or
         under any applicable  Environmental  Law  (collectively,  the "Remedial
         Work"),  because  of  or in  connection  with  the  current  or  future
         presence,  suspected  presence,  Release  or  suspected  Release  of  a
         Hazardous Substance on, under or from the Trust Property or any portion
         thereof,  the Borrower shall promptly commence and diligently prosecute
         to completion  (or shall  promptly cause to be commenced and diligently
         prosecuted to  completion)  all such Remedial  Work,  and shall conduct
         such  Remedial Work in accordance  with the National  Contingency  Plan
         promulgated   under   the   Comprehensive    Environmental    Response,
         Compensation  and Liability Act, if applicable,  and in accordance with
         all other applicable  Environmental  Laws. In all events, such Remedial
         Work shall be  commenced  within  thirty (30)  Business  Days after any
         demand therefor by the  Administrative  Agent or such shorter period as
         may be required  under any  applicable  Environmental  Law or as may be
         necessary to prevent further Release of Hazardous Substances, and shall
         be diligently performed to completion in a good and workmanlike manner.

                  (ii) If requested by the  Administrative  Agent,  all Remedial
         Work under  clause (i) above shall be  performed  by  contractors,  and
         under the  supervision  of a  consulting  Engineer,  each  approved  in
         advance by the Administrative Agent. All costs and expenses incurred in
         connection  with such Remedial  Work shall be paid by the Borrower.  If
         the Borrower  does not promptly  commence and  diligently  prosecute to
         completion (or cause to be promptly commenced and diligently prosecuted
         to completion)  the Remedial Work,  the  Administrative  Agent may (but
         shall not be obligated  to), upon ten (10) Business Days' prior written
         notice to Borrower of its  intention to do so, cause such Remedial Work
         to be performed. The Borrower shall pay or reimburse the Administrative
         Agent on demand for all expenses (including  reasonable attorneys' fees
         and disbursements)  relating to or incurred by the Administrative Agent
         in connection  with  monitoring,  reviewing or performing  any Remedial
         Work.

                  (iii)  The  Borrower  shall  not  (A)  without  obtaining  the
         Administrative  Agent's prior written  consent  (which  consent,  if no
         Event of Default shall then exist,  shall not be unreasonably  withheld
         or delayed),  commence any Remedial  Work under clause (i) above or (B)
         without  obtaining the  Administrative  Agent's  prior written  consent
         (which  consent the  Administrative  Agent may grant or withhold in its
         sole discretion),  enter into any settlement agreement,  consent decree
         or  other   compromise   relating  to  any   Hazardous   Substances  or
         Environmental  Laws  which  might  reasonably  be  expected  to cause a
         Material Adverse Effect.


(E)       Environmental Matters; Inspection.
          ---------------------------------

                  (a)(i) The  Borrower  shall not permit  any  Release  from the
         Trust  Property,  and the  Borrower  shall  not  permit  any  Hazardous
         Substance  to be  present  in,  on,  under or above the Trust  Property
         (except to the extent such  presence (A) is in the  ordinary  course of
         operation  of the Trust  Property as presently  (i.e.,  on or about the
         date hereof)  operated and (B) is in compliance with all  Environmental
         Laws), and, in the event that such Hazardous Substances are present on,
         under or emanate from the Trust  Property,  or migrate onto or into the
         Trust Property,  the Borrower shall cause the removal or remediation of
         such  Hazardous  Substances,  to the extent  required by any applicable
         Environmental Laws, in accordance with this Agreement and Environmental
         Laws  (including,  where  applicable,  the  National  Contingency  Plan
         promulgated  pursuant  to  the  Comprehensive  Environmental  Response,
         Compensation  and Liability  Act).  The Borrower  shall use the efforts
         that a Commercially  Reasonable Owner would use to prevent, and to seek
         the   remediation   of,  to  the  extent  required  by  any  applicable
         Environmental Laws, any migration of Hazardous  Substances onto or into
         the Trust Property from any adjoining property.

                  (ii) Upon reasonable prior written notice, each Agent and each
         Lender shall have the right, at all reasonable times, to enter upon and
         inspect  all or any  portion  of the Trust  Property  and/or the Common
         Facilities (to the extent permitted under the REA),  provided that such
         inspections shall not unreasonably  interfere with the operation or the
         tenants  of  the  Trust  Property.  If  the  Administrative  Agent  has
         reasonable  grounds to suspect that Remedial Work may be required,  the
         Administrative Agent shall notify the Borrower and, if Borrower has not
         selected an Environmental  Auditor acceptable to Lender within ten (10)
         days of such notice, may select an Environmental Auditor to conduct and
         prepare  reports of such  inspections.  The  Borrower  shall be given a
         reasonable  opportunity to review drafts of any reports, data and other
         documents  or  materials  reviewed  or  prepared  by the  Environmental
         Auditor,  to submit  comments and  suggested  revisions or rebuttals to
         same,  and to receive  copies of the final  versions of the same. If an
         Environmental  Auditor selected by Borrower  conducts such inspections,
         Lender  shall  have the right (x) to  review,  comment  on and  approve
         (which approval,  if no Event of Default shall then exist, shall not be
         unreasonably  withheld or  delayed)  any draft  reports,  (y) to review
         copies of any data or other documents or materials reviewed or prepared
         by the Environmental Auditor and (z) receive and rely upon final copies
         of any reports prepared by the  Environmental  Auditor.  The inspection
         rights  granted to the Agents and to the Lenders in this Section 5.1(E)
         shall be in addition to, and not in limitation of, any other inspection
         rights granted to the Agents and to the Lenders in the Loan  Documents,
         and shall  expressly  include  the right (if the  Administrative  Agent
         reasonably  suspects  that Remedial Work may be required or if an Event
         of Default shall then exist) to conduct soil borings,  establish ground
         water monitoring wells and conduct other customary environmental tests,
         assessments and audits,  without,  so long as no Event of Default shall
         then  exist,  interfering  with  Borrower's  operations  on  the  Trust
         Property,  except as may be  necessary  to comply  with any  applicable
         Environmental  Law. The Borrower  shall,  at its sole cost and expense,
         fully and  expeditiously  cooperate in all activities  pursuant to this
         clause (ii) of Section  5.1(E),  including but not limited to providing
         all relevant information and making knowledgeable persons available for
         interviews.

                  (iii) The  Borrower  agrees to bear and shall pay or reimburse
         the  Administrative  Agent on demand for all sums advanced and expenses
         incurred  (including  reasonable  attorneys'  fees  and  disbursements)
         relating to, or incurred by  Administrative  Agent in connection  with,
         the inspections and reports described in this Section 5.1(E).

                  (iv) The Borrower shall cause all uses and operations on or of
         the Trust Property,  whether by the Borrower or any other Person, to be
         in compliance with all applicable Environmental Laws.

                  (v) The Borrower  shall keep the Trust Property free and clear
         of all Environmental  Liens,  whether due to the act or omission of the
         Borrower or any other Person.

                  (vi) The Borrower shall, at its sole cost and expense, perform
         any   environmental   site   assessment  or  other   investigation   of
         environmental  conditions in connection  with the Trust Property and/or
         the Common  Facilities,  pursuant to any reasonable written requests of
         the  Administrative  Agent  (including  but not  limited  to  sampling,
         testing and analysis of soil, water, air, building materials, and other
         materials and substances  whether solid,  liquid or gas) and share with
         the Administrative Agent the reports and other results thereof, and the
         Agents and the other  Indemnified  Parties shall be entitled to rely on
         such reports and other results thereof.

(F)       Environmental Notices.  The Borrower shall promptly provide notice to
          ---------------------
Administrative Agent of:

                  (b)(i) any  Environmental  Claim asserted by any  Governmental
         Authority  with  respect to any  Hazardous  Substance  on, in, under or
         emanating from the Trust  Property or the Common  Facilities if (A) the
         potential  loss is alleged to be, or reasonably  may be expected to be,
         greater  than  $50,000  and/or  (B) such  Environmental  Claim,  or the
         circumstances  giving rise to it, may reasonably be expected to cause a
         Material Adverse Effect;

                           (ii)  any   proceeding,   investigation   or  inquiry
         commenced  or  threatened  in  writing by any  Governmental  Authority,
         against the Borrower, with respect to the presence, suspected presence,
         Release or threatened Release of Hazardous  Substances from or onto, in
         or under  any  property  not  owned  by  Borrower  (including,  without
         limitation, proceedings under the Comprehensive Environmental Response,
         Compensation,  and Liability  Act, as amended,  42 U.S.C.  ss. 9601, et
         seq.) if (A) the potential  loss is alleged to be, or reasonably may be
         expected  to be,  greater  than  $50,000  and/or  (B) such  proceeding,
         investigation or inquiry,  or the circumstances  giving rise to it, may
         reasonably be expected to cause a Material Adverse Effect;

                           (iii) all Environmental Claims asserted or threatened
         against  the  Borrower,  against any other  party  occupying  the Trust
         Property or any portion  thereof  which become known to the Borrower or
         against the Trust Property and/or the Common Facilities which are known
         to  Borrower  or any  Affiliate  thereof if (A) the  potential  loss is
         alleged  to be, or  reasonably  may be  expected  to be,  greater  than
         $50,000  and/or  (B) such  Environmental  Claim,  or the  circumstances
         giving  rise to it,  may  reasonably  be  expected  to cause a Material
         Adverse Effect;

                           (iv) the discovery by the Borrower of any presence or
         Releases or threatened Releases of Hazardous  Substances in, on, above,
         under,  from or migrating  towards the Trust Property and/or the Common
         Facilities,  unless  (A)  no  reasonable  person  could  conclude  that
         remediation  or  investigation  at a cost greater than $50,000 could be
         required  and  (B)  no  reasonable  person  could  conclude  that  such
         presence,  Release or threatened  Release may reasonably be expected to
         cause a Material Adverse Effect;

<PAGE>

                           (v)  any material non-compliance with any
         Environmental Laws related in any way to the Trust Property and/or the
         Common Facilities;

                           (vi)  any  actual  or  potential  Environmental  Lien
         against the Trust Property (or any portion  thereof)  and/or the Common
         Facilities  (or any  portion  thereof)  of which  the  Borrower  or any
         Affiliate thereof has knowledge;

                           (vii) any required or proposed Remedial Work relating
         to the Trust Property, the Common Facilities or the Borrower unless (A)
         no reasonable person could conclude that the cost of such Remedial Work
         or  proposed  Remedial  Work could be greater  than  $50,000 and (B) no
         reasonable  person could  conclude  that such Remedial Work or proposed
         Remedial Work (or the  circumstances  giving rise to such Remedial Work
         or  proposed  Remedial  Work) may  reasonably  be  expected  to cause a
         Material Adverse Effect; and

                  (viii) any other written or oral notice or other communication
         of  which  the  Borrower  becomes  aware  from  any  source  whatsoever
         (including but not limited to a Governmental Authority) relating in any
         way to Remedial  Work or possible  liability of any Person  pursuant to
         any applicable  Environmental  Law, in each case in connection with the
         Trust  Property  and/or  the Common  Facilities  or  activities  of the
         Borrower  unless (A) no reasonable  person could conclude that the cost
         of  such  Remedial  Work  or  the  potential  loss  arising  out of the
         circumstances giving rise to such communication,  as applicable,  could
         be greater than  $50,000 and (B) no  reasonable  person could  conclude
         that such  Remedial Work or (or the  circumstances  giving rise to such
         Remedial Work) or the circumstances  giving rise to such communication,
         as applicable,  may reasonably be expected to cause a Material  Adverse
         Effect.

(G) Copies of Notices.  The Borrower shall transmit to the Administrative  Agent
copies  of any  citations,  orders,  notices  or  other  written  communications
received   from  any  Person  and  any   notices,   reports  or  other   written
communications  submitted  to any  Governmental  Authority  with  respect to any
proceeding or Environmental Claim described in Section 5.1(F).

(H) Environmental  Claims.  Any Agent may join and participate in, as a party if
such  Agent so  determines,  any legal or  administrative  proceeding  or action
concerning the Trust  Property,  the Common  Facilities or any portion of either
under any  Environmental  Law,  if, in such  Agent's  reasonable  judgment,  the
interests of such Agent or any Lender shall not be  adequately  protected by the
Borrower.  Borrower  shall  pay or  reimburse  each  Agent  on  demand  for  all
reasonable sums advanced and expenses incurred (including  reasonable attorneys'
fees  and  expenses)  by such  Agent in  connection  with  any  such  action  or
proceeding.

(I)  Environmental  Indemnification.  The Borrower shall  indemnify,  reimburse,
defend,  and hold harmless each Agent and each Lender,  each  Participant,  each
Person who is or will have been involved in  originating  the Loan,  each Person
who is or will have been  involved in servicing  the Loan,  each Person in whose
name the encumbrance created by the Deed of Trust is or will have been recorded,
Persons who may hold or acquire or will have held a full or partial  interest in
the Loan (including,  without limitation,  those who may acquire any interest in
any Securities,  as well as custodians,  trustees and other fiduciaries who hold
or have held a full or  partial  interest  in the Loan for the  benefit of third
parties), as well as the respective directors,  officers, members, shareholders,
partners,   employees,   agents,   servants,    representatives,    contractors,
subcontractors,  Affiliates, subsidiaries,  participants, successors and assigns
of any and all of the foregoing  (including  but not limited to any other Person
who holds or acquires or will have held a participation or other full or partial
interest in the Loan, the Loan Documents or the  Collateral,  whether during the
term of the Loan or as part of or  following  foreclosure  pursuant to the Loan)
and including  but not limited to any  successors  by merger,  consolidation  or
acquisition  of all or a  substantial  part  of any  Agent  or any  Lender's  or
Participant's assets and business (collectively, the "Indemnified Parties") for,
from, and against all demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, costs and expenses (including, without limitation,
interest, penalties, reasonable attorneys' fees, disbursements and expenses, and
reasonable  consultants'  fees,  disbursements and expenses),  asserted against,
resulting  to,  imposed on, or incurred by any  Indemnified  Party,  directly or
indirectly,  in connection  with any of the following  (other than those arising
solely (x) from a state of facts that  first came into  existence  after (1) the
Collateral  Agent  acquired  title to the Trust  Property for the benefit of the
Lenders  through  foreclosure or a deed in lieu thereof (or through the exercise
by any Agent or Lender of any other remedy  available to it at law or in equity)
and the Borrower relinquished possession of the Trust Property to the Collateral
Agent for the benefit of the Lenders or (2) Borrower relinquished  possession of
the Trust Property to the  Collateral  Agent for the benefit of the Lenders upon
demand  therefor  by the  Collateral  Agent on  behalf  of the  Lenders  or to a

<PAGE>

receiver  for the Trust  Property  pursuant  to a court  order  obtained  by the
Collateral  Agent on behalf of the  Lenders,  or (y) from the bad  faith,  gross
negligence   or   willful   misconduct   of  the   Indemnified   Party   seeking
indemnification  hereunder  (without relieving the Indemnitors from liability to
the other Indemnified Parties):

(1)      any presence of any Hazardous Substances in, on, above, or under the
                           Real Property (or any portion thereof);

(2)      any past, present or threatened Release of Hazardous Substances in, on,
                           above, under or from the Real Property (or any
                           portion thereof);

(3)      any activity by the Borrower, the Principal, any Affiliate of the
                           Borrower and/or of the Principal, or any licensee,
                           sublicensee, tenant, subtenant or other user of the
                           Real Property (or any portion thereof) in connection
                           with any actual, proposed or threatened Use,
                           treatment, storage, holding, existence, disposition
                           or other Release, generation, production,
                           manufacturing, processing, refining, control,
                           management, abatement, removal, handling, transfer or
                           transportation to or from the Real Property (or any
                           portion thereof) of any Hazardous Substances at any
                           time located in, under, on or above the Real Property
                           (or any portion thereof);

(4)      any activity by the Borrower, the Principal, any Affiliate of the
                           Borrower and/or of the Principal, or any licensee,
                           sublicensee, tenant, subtenant or other user of the
                           Real Property (or any portion thereof) in connection
                           with any actual or proposed Remedial Work for any
                           Hazardous Substances at any time located in, under,
                           on or above the Real Property (or any portion
                           thereof), whether or not such Remedial Work is
                           voluntary or pursuant to court or administrative
                           order (including, but not limited to, any removal,
                           remedial or corrective action);

(5)      any past, present or threatened non-compliance or violations of any
                           Environmental Laws (or permits issued pursuant to any
                           Environmental Law) in connection with the Real
                           Property (or any portion thereof) or operations
                           thereon (including, but not limited to, any failure
                           by the Borrower, the Principal, any Affiliate of the
                           Borrower and/or of the Principal, or any licensee,
                           sublicensee, tenant, subtenant or other user of the
                           Real Property (or any portion thereof) to comply with
                           any order of any Governmental Authority in connection
                           with any Environmental Laws;

(6)      the imposition, recording or filing or the threatened imposition,
                           recording or filing of any Environmental Lien
                           encumbering the Real Property (or any portion
                           thereof);

(7)      any administrative processes or proceedings or judicial proceedings in
                           any way connected with any matter addressed in
                           Section 5.1(D)-(H) or this Section 5.1(I);
                           ------------------         --------------

(8)                        any  past,   present   or   threatened   injury   to,
                           destruction  of or loss of natural  resources  in any
                           way connected  with the Real Property (or any portion
                           thereof)  (including,  but not limited  to,  costs to
                           investigate  and assess such injury,  destruction  or
                           loss);

(9)      any acts of the Borrower, the Principal, any Affiliate of the Borrower
                           and/or the Principal, or any licensee, sublicensee,
                           tenant, subtenant or other user of the Real Property
                           (or any portion thereof) in arranging  for  disposal
                           or  treatment,  or arranging with a  transporter for
                           transport  for  disposal or treatment, of Hazardous
                           Substances at any facility or incineration  vessel
                           containing  such or any similar Hazardous Substances;

<PAGE>

(10)     any acts of the Borrower, the Principal, any Affiliate of the Borrower
                           and/or the Principal, or any licensee, sublicensee,
                           tenant, subtenant or other user of the Real Property
                           (or any portion  thereof), in accepting any Hazardous
                           Substances for transport to disposal  or  treatment
                           facilities, incineration vessels or sites from which
                           there is a Release, or a threatened  Release of any
                           Hazardous Substance which causes the incurrence of
                           costs for Remedial Work;

(11)     any personal injury, wrongful death, or property or other damage
                           arising under any statutory or common law or tort law
                           theory (including, but not limited to, damages
                           assessed for a private or public nuisance or for the
                           conducting of an abnormally dangerous activity on or
                           near the Real Property (or any portion thereof)) as a
                           result of activities or conditions at the Real
                           Property (or any portion thereof) or related to the
                           Borrower, the Principal or any licensee, sublicensee,
                           tenant, subtenant or other user of the Real Property
                           (or any portion thereof);

(12)                       any    misrepresentation   or   inaccuracy   in   any
                           representation  or  warranty  or  material  breach or
                           failure to perform any covenants, agreements or other
                           obligations  pursuant to Section 4.1(R-1) or Sections
                           5.1(D)-(H); or

(13)                       any  diminution in value of the Collateral in any way
                           connected   with  any   occurrence  or  other  matter
                           referred   to  in  Section   4.1(R-1)   or   Sections
                           5.1(D)-(H).

         The  procedures set forth in clause (iii) of Section 5.1(J) shall apply
to the  provisions  of this  Section  5.1(I) as though set forth herein in their
entirety  (with any  conforming  changes  necessary  due to the  differences  in
defined terms used in the two Sections).  The provisions  of,  undertakings  and
indemnification  set forth in this Section 5.1(I) shall survive the satisfaction
and payment of the Indebtedness and termination of this Agreement.

(J)       General Indemnity.
          -----------------

                  (c)(i)  The  Borrower  shall,  at its sole  cost and  expense,
         protect, defend,  indemnify,  release and hold harmless the Indemnified
         Parties  from  and  against  any and  all  claims,  suits,  liabilities
         (including, without limitation, strict liabilities), administrative and
         judicial actions and proceedings,  obligations, debts, damages, losses,
         costs, expenses, diminutions in value, fines, penalties, charges, fees,
         expenses,  judgments,  awards, amounts paid in settlement,  foreseeable
         and  unforeseeable  consequential  damages,  and litigation  costs,  of
         whatever kind or nature and whether or not incurred in connection  with
         any  judicial  or  administrative   proceedings  (including  reasonable
         attorneys'  fees and expenses) (the "Losses")  imposed upon or incurred
         by or  asserted  against  any  Indemnified  Parties  (other  than those
         arising solely (x) from a state of facts that first came into existence
         after (1) the Collateral Agent acquired title to the Trust Property for
         the  benefit  of the  Lenders  through  foreclosure  or a deed  in lieu
         thereof (or  through  the  exercise by any Agent or Lender of any other
         remedy  available  to  it  at  law  or  in  equity)  and  the  Borrower
         relinquished  possession of the Trust Property to the Collateral  Agent
         for the benefit of the Lenders or (2) Borrower permanently relinquished
         possession  of the Trust  Property  (A) to the  Collateral  Agent  upon
         demand therefor by the Collateral Agent on behalf of the Lenders or (B)
         to a receiver for the Trust Property pursuant to a court order obtained
         by the  Collateral  Agent on behalf of the  Lenders or (y) from the bad
         faith,  gross negligence or willful misconduct of the Indemnified Party
         seeking  indemnification  hereunder  (without relieving the Indemnitors
         from  liability  to the other  Indemnified  Parties),  and  directly or
         indirectly  arising out of or in any way relating to any one or more of
         the following: (a) ownership of any Note, the Deed of Trust, any of the
         other Loan Documents, the Collateral or any interest therein or receipt
         of  any  Rents;  (b)  any  amendment  to,  or  restructuring   of,  the
         Indebtedness, and any Note, the Deed of Trust, or any of the other Loan
         Documents; (c) any and all lawful action that may be taken by any Agent
         or any Lender in connection  with the  enforcement of the provisions of
         this  Agreement,  any Note,  the Deed of Trust or any of the other Loan
         Documents,  whether or not suit is filed in connection with same, or in
         connection with the Borrower or any Affiliate of the Borrower  becoming

<PAGE>

         a party to a  voluntary  or  involuntary  federal or state  bankruptcy,
         insolvency or similar proceeding;  (d) any accident, injury to or death
         of persons or loss of or damage to property  occurring  in, on or about
         the Real  Property or any part thereof or on the  adjoining  sidewalks,
         curbs,  adjacent  property or adjacent parking areas,  streets or ways;
         (e) any use,  nonuse or condition  in, on or about the Real Property or
         any  part  thereof  or on  the  adjoining  sidewalks,  curbs,  adjacent
         property or adjacent parking areas, streets or ways; (f) any failure on
         the part of  Borrower  or any  Affiliate  thereof  to  perform or be in
         compliance  with any of the terms of this Agreement or any of the other
         Loan  Documents  (including,  without  limitation,  any  Default by the
         Borrower in (1) the payment of any  principal  or interest  (including,
         without  limitation after the giving of a prepayment notice) and/or (2)
         making a  borrowing  after  the  Borrower  has  requested  a  borrowing
         (including,  without  limitation,  in either  such case,  any such Loss
         arising from  interest,  fees or other  amounts  payable by a Lender to
         lender(s) of funds obtained by it in order to make or maintain its Loan
         Advance(s)); (g) performance of any labor or services or the furnishing
         of any  materials or other  property in respect of the Real Property or
         any part thereof; (h) the failure of any Person to file timely with the
         Internal  Revenue  Service  an  accurate  Form  1099-B,  Statement  for
         Recipients  of Proceeds  from Real Estate,  Broker and Barter  Exchange
         Transactions,  which may be required in connection with this Agreement,
         or to supply a copy thereof in a timely fashion to the recipient of the
         proceeds of the  transaction in connection with which this Agreement is
         made; (i) any failure of the Real Property (or any portion  thereof) to
         be in compliance with any Legal Requirement; (j) the enforcement by any
         Indemnified Party of the provisions of this Section 5.1(J); (k) any and
         all claims and demands  whatsoever  which may be  asserted  against any
         Agent  or  any  Lender  by  reason  of  any  alleged   obligations   or
         undertakings  on its part to  perform  or  discharge  any of the terms,
         covenants, or agreements contained in any Lease; (l) the payment of any
         commission,  charge or brokerage  fee to anyone which may be payable in
         connection with the funding of the Loan. The provisions of this Section
         5.1(J) shall not apply to (x) the matters  covered by Section 5.1(I) or
         (y) any dispute solely between Borrower, on the one hand, and any Agent
         and/or any Lender, on the other hand (but without prejudice to any such
         Agent's or Lender's right to collect,  pursuant to any other  provision
         of any Loan  Document  or  otherwise  at law or in equity,  any amounts
         (including,  without  limitation,  legal fees,  disbursements and other
         expenses)  relating to any such  dispute).  Any  amounts  payable to an
         Indemnified  Party  by  reason  of  the  application  of  this  Section
         5.1(J)(i)  shall  become  immediately  due and  payable  and shall bear
         interest at the Default  Rate from the date loss or damage is sustained
         by such  Indemnified  Party  until  paid.  The  Borrower  shall  not be
         required to pay,  pursuant to this subsection  5.1(J),  any amount that
         the Borrower already paid to such Agent or Lender under subsection 2.10
         or 2.13.

                           (ii)  The  Borrower  shall,  at  its  sole  cost  and
         expense,  protect,  defend,  indemnify,  release and hold  harmless the
         Indemnified  Parties  from and against  any and all Losses  (including,
         without  limitation,  reasonable  attorneys' fees and costs incurred in
         the  investigation,  defense,  and  settlement  of Losses  incurred  in
         correcting  any  prohibited  transaction or in the sale of a prohibited
         loan, and in obtaining any individual prohibited  transaction exemption
         under ERISA that may be required,  in the  Administrative  Agent's sole
         discretion)  that  the  Indemnified  Parties  may  incur,  directly  or
         indirectly,  as a result of a breach of the  Borrower's  covenants with
         respect to ERISA and employee benefits plans contained herein.

                           (iii) Upon written request by any Indemnified  Party,
         the  Borrower  shall  diligently  defend  such  Indemnified  Party  (if
         requested  by any  Indemnified  Party,  in the name of the  Indemnified
         Party)  by   attorneys   and  other   professionals   approved  by  the
         Administrative  Agent (which  approval,  so long as no Event of Default
         shall then  exist,  shall not be  unreasonably  withheld  or  delayed).
         Except to the extent that (A) a conflict of interest  exists between or
         among the interests of Borrower, any Affiliate thereof that is involved
         in the claim,  dispute,  action or proceeding  in question,  and/or any
         applicable  Indemnified  Party  and/or  (B) an Event of  Default  shall
         exist,  the  Borrower  shall be permitted to cause the same counsel and
         other professionals to defend the Borrower, all such Affiliates and all
         such  Indemnified  Parties  in  any  such  claim,  dispute,  action  or
         proceeding.  From and after such time,  if any,  as an Event of Default
         and/or  such  a  conflict  of  interest  shall  arise,  and/or,  in the
         reasonable judgment of any Indemnified Part(ies), Borrower shall not be
         fulfilling  its  obligation  to defend such  Indemnified  Part(ies)  in
         accordance  with the provisions  hereof,  upon notice to Borrower,  any
         Indemnified  Party (in the case of an Event of Default) or any affected
         Indemnified  Party (in the case of such a  conflict  of  interest  or a
         determination  by an  Indemnified  Party that Borrower  shall not be so
         fulfilling its obligations) may, at its or their, as applicable, option

<PAGE>

         (exercisable  in  such   Indemnified   Party(ies)'  sole  and  absolute
         discretion),  (aa)  require  the  Borrower  to cause  counsel and other
         professionals  acceptable  to  such  Indemnified  Part(ies),  in its or
         their,  as  applicable,  sole  discretion,  to defend such  Indemnified
         Part(ies) or (bb) engage its own attorneys and other  professionals  to
         defend or assist it, and, at the option of such Indemnified  Part(ies),
         its  attorneys  shall control the  resolution  of such claim,  dispute,
         action or  proceeding;  provided that, in the case of any such conflict
         of  interest,  so long as (x) no Event of Default  shall then exist and
         (y) no Indemnified  Party shall have determined that Borrower shall not
         be so fulfilling its obligations to defend as aforesaid,  then Borrower
         shall be required to pay for only one  additional  (i.e. in addition to
         counsel  and  other   professionals   representing   Borrower  and  its
         Affiliates) set of attorneys and other professionals who will represent
         all of the  Indemnified  Parties.  If any  Indemnified  Part(ies) shall
         elect the option  described in the foregoing  clause (bb), upon demand,
         the Borrower  shall pay or, in the sole and absolute  discretion of the
         Indemnified  Part(ies),  reimburse,  the Indemnified  Part(ies) for the
         payment of reasonable fees and  disbursements of attorneys,  engineers,
         environmental  consultants,  laboratories  and other  professionals  in
         connection therewith.  Furthermore,  so long as (x) no Event of Default
         shall then exist and (y) an Indemnified Party shall not have reasonably
         determined  that Borrower shall not be so fulfilling its obligations to
         defend as aforesaid, such Indemnified Party shall not settle the claim,
         dispute,  action or  proceeding  in  question  without  the  consent of
         Borrower  (unless  such  Indemnified  Party shall waive its right to be
         indemnified  under this  Section  5.1(J)  with  respect to such  claim,
         dispute,  action or proceeding).  If an Event of Default shall exist or
         any affected Indemnified Party shall reasonably determine that Borrower
         shall  not be so  fulfilling  such  obligations,  then  the  applicable
         Indemnified  Part(ies)  may  settle  the  claim,  dispute,   action  or
         proceeding in question without the consent of Borrower.

                  The provisions of and  undertakings  and  indemnification  set
forth in this Section 5.1(J) shall survive the  satisfaction  and payment of the
Indebtedness and termination of this Agreement.

(K)  Access  to Trust  Property  and the  Common  Facilities;  Concessions.  The
Borrower  shall permit agents,  representatives  and employees of each Agent and
those of each Lender to inspect the Trust  Property or any part  thereof and the
Common  Facilities  (subject to the applicable  restrictions,  if any, on access
expressly  set forth in the REA) or any part thereof (i) at any time and without
notice if an Event of Default shall exist and (ii) at such  reasonable  times as
may be requested by any Agent or any Lender upon reasonable advance notice if no
Event of Default shall exist. At all times,  (x) all Concession  Income shall be
solely the  property of Borrower  and neither any  Affiliate of Borrower nor any
other  Person  shall have any right,  title or interest in, or any claim to, any
Concession  Income and (y) the  Collateral  shall include all personal  property
necessary or desirable to operate the Gondola  Concession  (as such  capitalized
term is defined in the definition of Concession Income).

(L) Notices.  The Borrower shall promptly advise the Administrative Agent of the
occurrence of any Default or Event of Default.

(M) Cooperate in Legal Proceedings. The Borrower shall cooperate fully with each
Agent and each Lender with respect to any  proceedings  before any  Governmental
Authority  which may in any way  affect  the  rights of any Agent or any  Lender
hereunder  or any rights  obtained  by any Agent or any Lender  under any of the
Loan Documents  and, in connection  therewith,  not prohibit the Lender,  at its
election, from participating in any such proceedings.

(N) Perform Loan Documents.  The Borrower shall observe, perform and satisfy all
the  terms,  provisions,  covenants  and  conditions  required  to be  observed,
performed  or  satisfied  by it,  and  shall  pay when due all  costs,  fees and
expenses  required  to be paid by it  under  the  Loan  Documents  executed  and
delivered by the Borrower.

(O) Insurance and Condemnation  Benefits.  The Borrower shall cooperate with the
Collateral  Agent in obtaining for the Collateral  Agent (for the benefit of the
Lenders)  the  benefits  of any  Insurance  Proceeds  or  Condemnation  Proceeds
lawfully or equitably  payable to the  Collateral  Agent in connection  with the
Real  Property.  The  Collateral  Agent shall be reimbursed  for any  reasonable
out-of-pocket  expenses incurred in connection therewith  (including  reasonably
attorneys' fees,  disbursements  and other expenses) and, if the  Administrative
Agent shall  reasonably  determine  that an appraisal is necessary or helpful to
assist it in ascertaining its rights and obligations  under Section 5.1(X),  the
expense  of  an  Appraisal  on  behalf  of  the   Administrative   Agent,   such
reimbursement to be out of the Insurance Proceeds or Condemnation  Proceeds,  as
applicable;  provided  that  to the  extent  that  such  Insurance  Proceeds  or
Condemnation  Proceeds,  as applicable,  shall be less than such expenses (or if
there shall not be any Insurance  Proceeds or Condemnation  Proceeds),  then the
Borrower,  within ten (10) days after demand  therefor by the applicable  Agent,
shall reimburse such Agent for such expenses.

<PAGE>

(P)       Further Assurances.  The Borrower shall, at the Borrower's sole cost
          ------------------
          and expense:

                  (d)(i) if the Administrative  Agent has a reasonable basis for
         believing that a Lien affecting the Collateral (or any portion thereof)
         that is not  permitted  by the Loan  Documents  shall  exist,  upon the
         Administrative  Agent's  request  therefor given from time to time, pay
         for (a) reports of UCC, tax lien and judgment  searches with respect to
         the  Borrower and (b)  searches of title to the  Collateral,  each such
         search to be conducted by search firms designated by the Administrative
         Agent in each of the locations designated by the Administrative  Agent,
         each such designation, so long as no Event of Default shall then exist,
         to be subject to Borrower's  approval (not to be unreasonably  withheld
         or delayed);

                  (ii)  furnish  to the  Administrative  Agent all  instruments,
         documents,   boundary   surveys,   footing   or   foundation   surveys,
         certificates,  plans and  specifications,  appraisals,  title and other
         insurance  reports and  agreements,  and each and every other document,
         certificate, agreement and instrument required to be furnished pursuant
         to the terms of the Loan Documents;

                  (iii)  execute  and deliver to the  Administrative  Agent such
         documents, instruments,  certificates,  assignments and other writings,
         and do such other acts necessary, to evidence,  preserve and/or protect
         the  Collateral at any time securing or intended to secure any Note, as
         the  Administrative  Agent may reasonably require  (including,  without
         limitation,  amended  or  replacement  Deed  of  Trust,  UCC  financing
         statements or other Collateral Security Instruments); and

                  (iv) do,  execute,  acknowledge and deliver all and every such
         further  lawful and reasonable  acts,  deeds,  conveyances,  mortgages,
         deeds of trust,  assignments,  notices of assignments,  other documents
         and  instruments,  transfers  and  assurances  for the  better and more
         effective  carrying out of the intents and  purposes of this  Agreement
         and  the  other  Loan  Documents,  as the  Administrative  Agent  shall
         reasonably  require  from time to time or as the Borrower may be or may
         hereafter become bound to do.

(Q)       Management and Leasing of Trust Property.
          ----------------------------------------

                  (e)(i) The Trust  Property  shall be managed at all times by a
         Manager  pursuant to a Management  Agreement until terminated as herein
         provided.  Pursuant to a Manager's  Subordination,  each Manager  shall
         agree that its Management  Agreement is subject and  subordinate in all
         respects to the Lien of the Deed of Trust. Any Management Agreement may
         be terminated by the Administrative Agent or the Collateral Agent (with
         the approval of the Required  Lenders) at any time at which an Event of
         Default shall exist.  After any such termination by the  Administrative
         Agent or Collateral Agent as aforesaid, the Administrative Agent or the
         Collateral  Agent (in either  case,  with the  consent of the  Required
         Lenders) shall appoint or after any  termination  by the Borrower,  the
         Borrower shall appoint (unless an Event of Default shall then exist, in
         which case the  Administrative  Agent or the Collateral Agent shall, as
         aforesaid,  appoint),  a  successor  Manager to manage,  pursuant  to a
         Management  Agreement,  the Trust  Property which must be an Acceptable
         Manager.  Notwithstanding the foregoing, any successor Manager selected
         hereunder by the  Administrative  Agent,  the  Collateral  Agent or the
         Borrower to manage the Trust  Property must be an  Acceptable  Manager.
         The Borrower  further  covenants  and agrees that each Manager shall at
         all times during the term of the Loan  maintain  worker's  compensation
         insurance as required by applicable Legal Requirements.

<PAGE>

                  (ii) At all times, a Leasing  Broker shall be responsible  for
         procuring  tenants  for the  Trust  Property  pursuant  to a  Brokerage
         Agreement until terminated as herein  provided.  Pursuant to a Broker's
         Subordination,  each  Leasing  Broker  shall  agree that its  Brokerage
         Agreement is subject and subordinate in all respects to the Lien of the
         Deed  of  Trust.  Any  Brokerage  Agreement  may be  terminated  by the
         Administrative  Agent or the Collateral Agent (with the approval of the
         Required Lenders) at any time at which an Event of Default shall exist.
         After any such  termination by the  Administrative  Agent or Collateral
         Agent as aforesaid,  the  Administrative  Agent or the Collateral Agent
         (in either  case,  with the  consent  of the  Required  Lenders)  shall
         appoint or, after any  termination by the Borrower,  the Borrower shall
         appoint (unless an Event of Default shall then exist, in which case the
         Administrative  Agent or the  Collateral  Agent  shall,  as  aforesaid,
         appoint),  a successor  Leasing Broker to procure tenants for the Trust
         Property which must be an Acceptable  Leasing  Broker.  Notwithstanding
         the foregoing,  any successor leasing broker selected  hereunder by the
         Administrative  Agent,  the Collateral Agent or the Borrower to procure
         tenants for the Trust  Property must be an Acceptable  Leasing  Broker.
         The Borrower  further  covenants  and agrees that each  Leasing  Broker
         shall  at all  times  during  the term of the  Loan  maintain  worker's
         compensation insurance as required by applicable Legal Requirements.

                  (iii) The Borrower shall:  (A) promptly perform and/or observe
         all of the  covenants  and  agreements  required  to be  performed  and
         observed by it under each Management Agreement and under each Brokerage
         Agreement  and  do  all  things  necessary  to  preserve  and  to  keep
         unimpaired  its material  rights  thereunder;  (B) promptly  notify the
         Administrative  Agent of any default under any Management  Agreement or
         any Brokerage  Agreement of which it is aware;  (C) promptly deliver to
         the Administrative Agent a copy of each financial  statement,  business
         plan, capital expenditures plan, notice and report received by it under
         any Management Agreement or under any Brokerage  Agreement;  and (D) to
         the extent  that a  Commercially  Reasonable  Owner  would do so (or if
         necessary  to prevent  the  occurrence  of  Material  Adverse  Effect),
         promptly enforce the performance and observance of all of the covenants
         and agreements  required to be performed and/or observed by the Manager
         under each Management  Agreement and by the Broker under each Brokerage
         Agreement.

(R)       Financial Reporting.
          -------------------

                  (f)(i) The Borrower  shall keep and maintain or shall cause to
         be kept and  maintained on a Fiscal Year basis in accordance  with GAAP
         consistently  applied,   books,  records  and  accounts  reflecting  in
         reasonable  detail all of the financial affairs of the Borrower and all
         items of income and expense in  connection  with the  operation  of the
         Collateral   and  in  connection   with  any  services,   equipment  or
         furnishings   provided  in   connection   with  the  operation  of  the
         Collateral.  Each Agent and each Lender  shall have the right from time
         to time at all times during normal business hours upon reasonable prior
         written  notice to the  Borrower  to examine  such  books,  records and
         accounts at the office of the Borrower or other Person maintaining such
         books, records and accounts and to make such copies or extracts thereof
         as any Agent or any Lender shall desire, which shall be done, unless an
         Event of Default shall then exist, at such Agent's or such Lender's, as
         applicable, sole cost and expense. At any time that an Event of Default
         shall exist,  the Borrower shall pay any reasonable  costs and expenses
         incurred  by  any  Agent  or  any  Lender  to  examine  the  Borrower's
         accounting  records with respect to the  Collateral as any Agent or any
         Lender shall reasonably determine to be necessary or appropriate in the
         protection of such Agent's and such Lender's respective interests.

                           (ii) The Borrower shall furnish to the Administrative
         Agent annually,  within one hundred twenty (120) days following the end
         of each  Fiscal  Year,  a  complete  copy of the  Borrower's  financial
         statements  audited  by  a  "Big  Four"  independent  certified  public
         accounting firm in accordance with GAAP  consistently  applied covering
         the  Collateral and the  Borrower's  financial  position and results of
         operations  for such Fiscal Year and including a balance  sheet,  and a
         statement of profit and loss, for Borrower; provided that, the Borrower
         shall use its best efforts to furnish such financial  statements to the
         Administrative  Agent within ninety (90) days following the end of each
         Fiscal  Year.  Each of the  foregoing  shall  be in  form,  and in such
         detail, as shall be reasonably  acceptable to the Administrative Agent.
         Such financial  statements shall set forth the financial  condition and
         the income and  expenses  for the  Collateral  and the Borrower for the
         immediately  preceding  Fiscal Year. The  Administrative  Agent and the

<PAGE>

         Lenders shall  (unless an Event of Default  shall then exist,  at their
         sole cost and expense),  have the right from time to time to review the
         auditing  procedures used in the  preparation of such annual  financial
         statements  and to  request  reasonable  additional  procedures  of the
         aforesaid  independent certified public accounting firm; provided that,
         Borrower  shall be solely  responsible  for all costs  relating to each
         such review that shall occur,  and each such additional  procedure that
         shall be  requested,  at such time as an Event of Default  shall exist.
         Together with the Borrower's annual financial statements,  the Borrower
         shall  furnish to the  Administrative  Agent a  Borrower's  Certificate
         certifying as of the date thereof that the annual financial  statements
         present  fairly in all material  respects the results of operations and
         financial  condition of the Borrower and the  Collateral  in accordance
         with GAAP consistently applied for the relevant period.

                           (iii)   The   Borrower    shall    furnish   to   the
         Administrative  Agent, within sixty (60) days following the end of each
         quarter of each Fiscal Year (i) a quarterly and year-to-date  statement
         of  profit  and loss and a balance  sheet,  (ii) a true,  complete  and
         correct  rent roll for the Trust  Property,  including  a list of which
         tenants are in default under their respective Leases,  identifying each
         tenant,  the monthly  rent,  percentage  and  additional  rent, if any,
         payable by such tenant, the expiration date of such tenant's Lease, the
         security  deposit,  if any, held by the Borrower  under the Lease,  the
         space covered by the Lease, and the arrearages for such tenant, if any,
         the sales per square  foot of each tenant (to the extent  available  to
         Borrower using commercially reasonable efforts),  which rent roll shall
         be  substantially  in the form of the Closing Date Rent Roll (with such
         changes,  if any, as shall be reasonably required by the Administrative
         Agent from time to time),  (iii) quarterly and  year-to-date  operating
         statements  reflecting  the results of operation of the  Collateral for
         the immediately  preceding calendar quarter,  (iv) a schedule of tenant
         security deposits for such month,  together with a certification of the
         Manager  as to the  balance  of such  deposits  and  that  such  tenant
         security   deposits  are  being  held  in  accordance  with  all  Legal
         Requirements; provided that, the Borrower shall use its best efforts to
         furnish such financial statements,  rent roll and operating statements,
         described above to the Administrative Agent within forty-five (45) days
         following the end of each quarter of each Fiscal Year; provided further
         that  with  respect  to  any  such  financial  statements,  Rent  Roll,
         operating statements, recalculation and other materials relating to the
         fourth  quarter of any Fiscal Year,  Borrower shall deliver the same to
         the  Administrative  Agent on or before the date upon which Borrower is
         required,  under this Agreement, to deliver to the Administrative Agent
         the audited  annual  financial  statements  with respect to such Fiscal
         Year.  Each of the foregoing  shall be in form, and in such detail,  as
         shall be reasonably acceptable to the Administrative Agent and shall be
         accompanied  by an  Borrower's  Certificate  dated  as of the  date  of
         delivery of such items,  certifying that such items are true,  correct,
         accurate and complete and fairly  present the  financial  condition and
         results of  operations  of the Borrower and the  Collateral in a manner
         consistent with GAAP for the relevant period.

                           (iv) from time to time  during  the term of the Loan,
         within  ten (10)  Business  Days  after  any  request  therefor  by the
         Administrative  Agent,  Borrower  shall  furnish to the  Administrative
         Agent true, complete and correct copies of all Leases (other than those
         that  are  no  longer  in  full  force  and  effect),  together  with a
         certification  by the Borrower that such Leases are true,  complete and
         correct copies of all Leases.

                           (v) The Borrower shall furnish to the  Administrative
         Agent,  within  thirty (30) days after request  therefor,  such further
         information  with respect to the  operation of the  Collateral  and the
         financial affairs of the Borrower as may be reasonably requested by the
         Administrative  Agent,  including all business  plans  prepared for the
         Borrower;  provided that, if such information  shall be produced in the
         ordinary course of the Borrower's  business,  then it shall be produced
         at Borrower's cost and expense,  and if such  information  shall not be
         produced in the ordinary  course of the Borrower's  business,  then the
         Lenders  shall  reimburse  the  Borrower  for  the  reasonable   actual
         out-of-pocket costs that are incurred by the Borrower in producing such
         information.

                           (vi) The Administrative  Agent and the Lenders hereby
         acknowledge  that  the  forms of the  quarterly  and  annual  financial
         statements attached hereto as Exhibit K is acceptable to them.

<PAGE>

(S) Conduct of Business.  Without limiting the generality of any other provision
of this Agreement,  the Borrower shall cause the operation of the Trust Property
and the Common Facilities to be conducted as follows:

                  (g)(i) the Borrower  shall  maintain or cause to be maintained
         the  standard  of the Trust  Property at all times at a level not lower
         than that of, and  operate or cause the Trust  Property  to be operated
         as, a First Class Mall; and

                  (ii) the  Borrower  shall  maintain or cause to be  maintained
         sufficient Inventory and Equipment of types and quantities at the Trust
         Property  to enable the  Borrower  to  operate  the Trust  Property  in
         accordance with the foregoing clause (i).

(T) Interest  Rate Cap  Agreement.  On the Closing Date, or within five (5) days
after the Closing Date (or, if Borrower,  within five (5) days after the Closing
Date,  shall pay  $262,500  in Funds to  Collateral  Agent to be used to pay the
premium of the  interest  rate cap  described  below  when the cap is  purchased
(whether  or not the cap is provided by the  Collateral  Agent or any  Affiliate
thereof),  then within  thirty (30) days after the Closing  Date),  the Borrower
shall purchase from an institution  reasonably  satisfactory  to the Syndication
Agent and shall deliver to the Syndication Agent a LIBOR based interest rate cap
agreement,  in form and substance  reasonably  satisfactory  to the  Syndication
Agent, providing for a strike rate of eight and one-half (8.50%) percent, a term
that is  coterminous  with the term of the Loan, a notional  amount equal to the
Loan Amount; provided that if the premium in respect of the interest rate cap in
question  shall exceed the product of (x) 25 basis points  multiplied by (y) the
Loan Amount (the "Maximum Premium"), and the Syndication Agent shall not arrange
for an interest rate cap to be provided by a provider (which may be an Affiliate
of any Agent or Lender)  that is  reasonably  satisfactory  to Borrower who will
provide the  required  interest  rate cap for a premium that does not exceed the
Maximum Premium (Borrower hereby  acknowledging that no Agent or Lender shall be
obligated  to  arrange,  or to  attempt  to  arrange,  for  such a cap or such a
provider), then the notional amount of the interest rate cap that Borrower shall
be required to obtain shall be reduced to the extent  necessary  for the premium
to equal the Maximum  Premium.  The Collateral Agent shall have a first priority
security  interest upon any such interest rate cap  agreement.  The cap provider
shall consent to the granting of the aforesaid  security interest pursuant to an
instrument  in form and substance  reasonably  satisfactory  to the  Syndication
Agent.

(U)       Single-Purpose Entity.
          ---------------------

                  (h)(i) The  Borrower  at all times  shall be a duly formed and
         validly existing limited  liability company under the laws of its state
         of formation and a  Single-Purpose  Entity.  The Managing Member at all
         times shall be a duly formed and validly existing corporation under the
         laws of the State of its formation and a Single-Purpose Entity;

                  (ii) Each of the Borrower and the Managing Member shall at all
         times comply with the  provisions of its  organizational  documentation
         and the laws of the  State of  Nevada  (and,  in the case of  Borrower,
         Delaware)  relating  to,  in the case of  Borrower,  limited  liability
         companies and, in the case of Managing Member, corporations.

                  (iii)  Each of the  Borrower  and the  Managing  Member  shall
         observe all customary formalities regarding its existence.

                  (iv)  Each of the  Borrower  and  the  Managing  Member  shall
         accurately  maintain its  financial  statements,  books and records and
         other  corporate  documents  separate  from  those  of its  direct  and
         indirect  members and  shareholders and from those of any other Person.
         Neither the Borrower nor the Managing Member shall commingle its assets
         with those of such members or shareholders or any other Person.

                  (v)  Each of the Borrower and the Managing Member shall pay
         its own liabilities from its own separate assets.

                  (vi)  Each of the  Borrower  and  the  Managing  Member  shall
         identify itself in all dealings with the public,  under its own name or
         trade names and as a separate and distinct entity. Neither the Borrower
         nor the Managing  Member shall identify itself as being a division or a
         part of any other entity.  Neither the Borrower nor the Managing Member
         shall identify its direct or indirect  members or  shareholders  or any
         Affiliates  of the  Borrower or Managing  Member or of such  members or
         shareholders as being a division or part of the Borrower or of Managing
         Member or such members or shareholders, as applicable.

<PAGE>

                  (vii)  Neither the  Borrower  nor the  Managing  Member  shall
         assume or guarantee the  liabilities  of direct or indirect  members or
         shareholders,  any Affiliates of such members or  shareholders,  or any
         other Persons, except as expressly permitted by this Agreement. Neither
         the  Borrower  nor  the  Managing  Member  shall  acquire  obligations,
         interests  or  securities  of  such  members  or  shareholders  (or any
         predecessor entity or other Person),  or any Affiliates of such members
         or  shareholders  (other  than,  in the case of  Managing  Member,  its
         membership interest in Borrower). Neither the Borrower nor the Managing
         Member  shall  make  loans  to  its  direct  or  indirect   members  or
         shareholders  (or  any  predecessor   entity  or  other  Person),   any
         Affiliates of such members or shareholders or to any other Person.

                  (viii)  Neither the  Borrower  nor the  Managing  Member shall
         enter into or be a party to any transaction with its direct or indirect
         members, shareholders, officers or directors (or any predecessor entity
         or other Person) or any Affiliates of any of the foregoing,  except for
         in the ordinary course of business on terms which are no less favorable
         to the  Borrower  or  Managing  Member,  as  applicable,  than would be
         obtained in a  comparable  arm's length  transaction  with an unrelated
         third party.

(V) ERISA.  The Borrower  shall deliver to the  Administrative  Agent as soon as
possible,  and in any event within thirty (30) days after the Borrower  knows or
has reason to believe that any of the events or conditions  specified below with
respect to any Plan or  Multiemployer  Plan has occurred or exists,  a statement
signed by a senior  financial  officer of the  Borrower  setting  forth  details
respecting such event or condition and the action,  if any, that the Borrower or
its ERISA  Affiliate  proposes to take with  respect  thereto (and a copy of any
report or notice  required to be filed with or given to PBGC by the  Borrower or
an ERISA Affiliate with respect to such event or condition):

                  (i)(i) any reportable  event, as defined in Section 4043(b) of
         ERISA and the regulations issued thereunder, with respect to a Plan, as
         to which PBGC has not by regulation  waived the  requirement of Section
         4043(a) of ERISA that it be notified  within 30 days of the  occurrence
         of such  event  (provided  that a failure to meet the  minimum  funding
         standard of Section 412 of the Code or Section 302 of ERISA, including,
         without  limitation,  the  failure  to make on or before its due date a
         required installment under Section 412(m) of the Code or Section 302(e)
         of ERISA, shall be a reportable event regardless of the issuance of any
         waivers in accordance with Section 412(d) of the Code); and any request
         for a waiver  under  Section  412(d) of the Code for any Plan at a time
         when such Plan has material Unfunded Benefit Liabilities;

                           (ii) the distribution  under Section 4041 of ERISA of
         a notice of intent to  terminate  any Plan or any  action  taken by the
         Borrower or an ERISA Affiliate to terminate any Plan;

                           (iii) the  institution by PBGC of  proceedings  under
         Section 4042 of ERISA for the  termination  of, or the appointment of a
         trustee to administer,  any Plan, or the receipt by the Borrower or any
         ERISA Affiliate of the Borrower of a notice from a  Multiemployer  Plan
         that  such  action  has  been  taken  by  PBGC  with  respect  to  such
         Multiemployer Plan;

                           (iv)  the  complete  or  partial  withdrawal  from  a
         Multiemployer  Plan  by the  Borrower  or any  ERISA  Affiliate  of the
         Borrower that results in material  liability under Section 4201 or 4204
         of ERISA (including the obligation to satisfy secondary  liability as a
         result of a purchaser  default)  or the receipt by the  Borrower or any
         ERISA  Affiliate  of the Borrower of notice from a  Multiemployer  Plan
         that it is in reorganization or insolvency  pursuant to Section 4241 or
         4245 of ERISA or that it intends to terminate or has  terminated  under
         Section 4041A of ERISA;

                           (v) the institution of a proceeding by a fiduciary of
         any  Multiemployer  Plan against the Borrower or any ERISA Affiliate of
         the Borrower to enforce Section 515 of ERISA,  which  proceeding is not
         dismissed within 30 days;

                           (vi) the  adoption of an  amendment to any Plan that,
         pursuant  to Section  401(a)(29)  of the Code or Section  307 of ERISA,
         would  result  in the loss of  tax-exempt  status of the trust of which
         such  Plan is a part  if the  Borrower  or an  ERISA  Affiliate  of the
         Borrower  fails to timely  provide  security to the Plan in  accordance
         with the provisions of said Sections;

                           (vii)  the imposition of a Lien in connection with a
         Plan; and

                  (viii) the Unfunded  Benefit  Liabilities of one or more Plans
         increase  after  the date of this  Agreement  by an  amount  that has a
         Material Adverse Effect.

<PAGE>

(W) Assignment or  Participation  of Loan. In the event that any Lender notifies
the Borrower that a sale or other transfer or assignment (an  "Assignment")  of,
or a sale or other transfer of a participation  interest (a "Participation") in,
this Agreement, any Note and/or any of the other Loan Documents to another party
is desirable to such Lender, provided that Borrower's consent to such Assignment
or  Participation  has been  obtained  (to the extent such Lender is required to
obtain the same pursuant to the express terms  hereof),  then the Borrower shall
promptly cooperate,  in all reasonable respects,  with such Lender in connection
therewith,  including  preparing any  information  reasonably  requested by such
Lender  ("Information")  and (except in connection with (x) an Assignment of the
entire  Loan to one Person or (y) an  Assignment  by any  assignee  of GSMC with
respect to the Loan), at such Borrower's  cost,  entering into any amendments to
the Loan Documents  reasonably requested by such Lender (and consented to by the
Required  Lenders  (including  such Lender) or all of the  Lenders,  as required
under subsection 10.4 hereof) in connection with the Assignment or Participation
provided that such amendments  contain only immaterial changes that will have an
immaterial affect on Borrower;  provided,  however,  that, except as provided in
Section 10.9, no such  Participation or Assignment  shall materially  affect the
Borrower's  obligations  under  this  Agreement,  any  Note  or any  other  Loan
Document;  provided further that if the aforesaid  Information shall be produced
in the ordinary course of the Borrower's business,  then it shall be produced at
Borrower's cost and expense,  and if such  Information  shall not be produced in
the ordinary course of the Borrower's business, then such Lender shall reimburse
the Borrower for the reasonable actual  out-of-pocket costs that are incurred by
the Borrower in producing such information. Notwithstanding the foregoing, in no
event  shall this  covenant  be deemed to  obligate  the  Borrower  to cause the
Principal to deliver,  or to cause to be  delivered,  any  financial  statements
(audited or  otherwise),  certificates  or documents  relating to the net worth,
assets or financial condition of the Principal.

(X)       Insurance and Condemnation.
          --------------------------

                  (j)(i) Without limiting Borrower's obligations under any other
         provision of any other Loan Document,  Borrower shall comply, and shall
         diligently enforce all other REA Parties'  obligations to comply,  with
         the terms,  conditions  and provisions of the REA relating to insurance
         (including, without limitation Insurance Policies), Casualties, Takings
         and  restoration  or repair after a Casualty or Taking.  Promptly after
         receipt   therefor  by  Borrower,   Borrower   shall   furnish  to  the
         Administrative  Agent copies of each notice or other  written  material
         relating  to  insurance   (including,   without  limitation   Insurance
         Policies),  Casualties,  Takings  and  restoration  or  repair  after a
         Casualty or Taking that Borrower receives. Additionally, Borrower shall
         obtain  and  maintain,   promptly   after   request   therefor  by  the
         Administrative  Agent,  such other insurance and in such amounts as the
         Administrative Agent from time to time may reasonably request, provided
         that such insurance and such amounts are then commonly  insured against
         with respect to property similarly situated (or if there is no property
         similarly situated, for other large commercial buildings located in Las
         Vegas,  Nevada  and/or  Clark  County,  Nevada and do not  violate  the
         provisions  of the REA).  All such other  insurance  shall be  obtained
         under valid and enforceable policies, in such forms as may from time to
         time be reasonably  satisfactory to the Administrative Agent, issued by
         financially  sound  and  responsible   insurance   companies  that  are
         reasonably acceptable to the Administrative Agent. Prior to the Closing
         Date,  Borrower  furnished  to  the  Syndication  Agent  all  Insurance
         Policies  then  required to be in effect  under the REA.  Not less than
         fifteen  (15)  days  prior to the  expiration  dates of such  Insurance
         Policies (and any replacements  thereof), the Borrower shall furnish to
         the Collateral Agent certificates of insurance marked "premium paid" or
         accompanied by evidence  satisfactory  to the  Administrative  Agent of
         payment of the  premiums due  thereunder  (the  "Insurance  Premiums"),
         which  insurance  certificates  shall also  evidence the fact that each
         such Insurance Policy shall have been renewed; provided that if, at any
         time, any Insurance Policy shall be amended,  supplemented or otherwise
         modified or replaced (other than any  modification  that merely extends
         the expiration date), then the Borrower shall furnish to the Collateral
         Agent  for  the  benefit  of the  Lenders  a copy  of  such  amendment,
         supplement  or  modification  or  replacement   Insurance   Policy,  as
         applicable.  After the occurrence of an Event of Default,  with respect
         to any matter  relating to  insurance  (including,  without  limitation
         Insurance  Policies),  Casualties,  Takings and  restoration  or repair
         after a Casualty or Taking,  at the  Administrative  Agent's  election,
         Borrower   shall  act  in  accordance   with  the   directions  of  the
         Administrative  Agent (as  directed  by the  Required  Lenders)  or the
         Administrative  Agent (at the direction of the Required  Lenders) shall
         be entitled to act in lieu of Borrower with respect to any such matter.

                           (ii) The Borrower shall not obtain separate insurance
         concurrent  in form or  contributing  in the  event of loss  with  that
         required  in  Section  5.1(X)(i)  to be  furnished  by, or which may be
         reasonably required to be furnished by, the Borrower.

<PAGE>

                           (iii)  All  Policies  of  insurance  provided  for or
         contemplated by Section  5.1(X)(i)(other than property insurance) shall
         name  the  Collateral  Agent  (for the  benefit  of the  Lenders),  the
         Lenders,   their  respective  successors  and  assigns  (including  any
         servicers,  trustees or other designees of the Collateral  Agent),  and
         the Borrower as the insured or additional  insured, as their respective
         interests may appear.

                           (iv) The Borrower shall furnish to the Administrative
         Agent  and  to  the  Collateral  Agent,  within  thirty  (30)  days  of
         reasonable request therefor by the Administrative  Agent (which request
         shall  not be  made  more  than  once  during  any  calendar  year),  a
         Borrower's  Certificate  as to the amounts of insurance  maintained  in
         compliance herewith,  of the risks covered by such insurance and of the
         insurance company or companies which carry such insurance.

                           (v)  If  all or any  material  portion  of the  Trust
         Property and/or the Common Facilities shall be damaged or destroyed, in
         whole or in part, by fire or other casualty, or other loss with respect
         to any  material  portion  of the  Trust  Property  and/or  the  Common
         Facilities  shall  occur,  then the Borrower  shall give prompt  notice
         thereof to the Agents.  The Borrower  hereby  assigns to the Collateral
         Agent, for the benefit of the Lenders,  as collateral  security for the
         Indebtedness and the rest of the Obligations (as defined in the Deed of
         Trust),  all  Insurance  Proceeds  that the Borrower may be entitled to
         receive under the REA.

                           (vi)  Any  Insurance   Proceeds  of  any   applicable
         property  insurance  that,  under the REA,  Borrower or the  Collateral
         Agent is entitled to retain (and not apply to repair or  restoration of
         the Trust  Property)  shall be immediately  paid over to the Collateral
         Agent to be applied,  at the option of the Required  Lenders,  in their
         sole discretion,  to the payment of the Indebtedness (in such order and
         in such manner as the Required  Lenders  shall  determine in their sole
         discretion  and whether or not then due and payable);  provided that if
         the Required Lenders elect not to apply such Insurance  Proceeds to the
         Indebtedness,  then the  Collateral  Agent  shall  pay  such  Insurance
         Proceeds over to the Borrower. All Insurance Proceeds from time to time
         held by the  Collateral  Agent for the  benefit  of the  Lenders  shall
         constitute  additional  security for the Indebtedness.  Any proceeds of
         any  business  interruption,  business  income,  rental loss or similar
         insurance  (collectively,  "Business Income  Insurance")  shall be paid
         over to, and held by, the Collateral  Agent and shall be applied to the
         Indebtedness  payable hereunder and under the other Loan Documents from
         time to time;  provided  that,  so long as no Event  of  Default  shall
         exist,  such  insurance  proceeds  shall be equitably  apportioned,  as
         reasonably   determined  by  the  Administrative   Agent,  between  the
         Indebtedness  and other amounts that are payable in respect of the use,
         operation and  maintenance  of the  Collateral  in accordance  with the
         terms of the Loan Documents (and the portion of such insurance proceeds
         allocated by the  Administrative  Agent to such other  amounts that are
         payable  in  respect  of the  use,  operation  and  maintenance  of the
         Collateral in accordance  with the terms of the Loan Documents shall be
         paid to  Borrower  and shall be applied by  Borrower  to pay such other
         amounts);  provided,  further,  that nothing herein  contained shall be
         deemed  to  relieve  the  Borrower  of  its   obligations  to  pay  the
         Indebtedness  on the  respective  dates of payment  provided for in the
         Loan Documents, except to the extent such amounts are actually paid out
         of the proceeds of such Business Income Insurance.

                           (vii) In the  event  of any  Casualty  or any  Taking
         affecting  the  Trust  Property  or any part  thereof,  Borrower  shall
         promptly  commence and diligently  prosecute the repair and restoration
         of the Trust Property as nearly as possible to the condition, character
         and value of the Trust Property  immediately  prior to such Casualty or
         Taking  (in the case of a Taking,  to the extent  practicable)(each,  a
         "Restoration"),  with  such  alterations  as  may  be  approved  by the
         Administrative  Agent (to the extent  that the  Administrative  Agent's
         approval  of  such  alterations   shall  be  required  under  the  Loan
         Documents)  and  otherwise  in  accordance  with all  applicable  Legal
         Requirements, Insurance Requirements, plans and specifications approved
         by the  Administrative  Agent (to the  extent  that the  Administrative
         Agent's  approval  thereto is required under the Loan  Documents),  the
         other provisions of the Loan Documents and the REA. Borrower shall make
         such  Restorations  as aforesaid  regardless  of whether any  Insurance
         Proceeds (or any other insurance  proceeds) or any Condemnation  Awards
         are  received  by the  Borrower  or any  REA  Owner  and  whether  such
         Insurance Proceeds (or such insurance proceeds) or Condemnation Awards,
         if received,  are sufficient to pay for the costs of such  Restoration.
         The Borrower shall pay all costs (and if required by the Administrative
         Agent, the Borrower,  prior to commencing such repairs and restoration,
         shall  deposit the total  thereof  with the  Collateral  Agent (for the
         benefit  of the  Lenders))  or  provide  a letter  of  credit  or other
         security, in amounts, form and substance reasonably satisfactory to the
         Administrative Agent,  securing the Borrower's  obligations to pay such
         costs) of such  repairs  and  restoration  in  excess of the  Insurance
         Proceeds made available to Borrower pursuant to the REA.

<PAGE>

                           (viii) The Administrative Agent may retain, on behalf
         of the Lenders,  at the  Borrower's  cost,  an  independent  consulting
         engineer   selected  by  the   Administrative   Agent  (the   "Casualty
         Consultant") to inspect work in connection with any Restoration as such
         Restoration  progresses  and to  review  plans  and  specifications  as
         provided below; provided that, if no Event of Default shall then exist,
         the  Administrative  Agent shall obtain the  Borrower's  consent to the
         compensation  to be paid to such  Casualty  Consultant  (which  consent
         shall not be unreasonably withheld or delayed).

                           (ix)  If,   immediately   after   completion  of  any
         Restoration,  the Trust Property will be, in all material respects, the
         same as it was immediately prior to the Casualty or Taking in question,
         then the  Administrative  Agent  shall  have no  approval  rights  with
         respect to any plans and  specifications  relating thereto.  Otherwise,
         the  Borrower  shall  follow  the  procedures  set  forth  in the  Loan
         Documents with respect to Renovations  (as if such  Restoration  were a
         Renovation);  provided  that,  to the  extent  that the  Administrative
         Agent's  approval  of the  plans  and  specifications  relating  to the
         Restoration in question is required hereunder, the Administrative Agent
         shall be  entitled  to engage the  Casualty  Consultant  to review such
         plans  and  specifications.  The  Collateral  Agent,  while an Event of
         Default shall exist, shall have the use of the plans and specifications
         and  all  Permits   required  or  obtained  in   connection   with  the
         Restoration.   All  reasonable  costs  and  expenses  incurred  by  the
         Administrative  Agent and/or the  Collateral  Agent in connection  with
         making  Insurance  Proceeds or  Condemnation  Awards  available for the
         Restoration (including, without limitation, reasonable counsel fees and
         disbursements and the Casualty  Consultant's fees and expenses),  shall
         be paid by the Borrower.

                           (x) Without  limiting any other rights or remedies of
         the  Agents  and  Lenders  under  the Loan  Documents  (or at law or in
         equity),  with  respect  to  any  Taking  ("consensual"  or  otherwise)
         described  on  Schedule  I  attached  hereto  which   Borrower,   under
         applicable Legal Requirements, shall not be prohibited from contesting,
         the  Administrative  Agent  shall  be  entitled  to  commence,   and/or
         participate in, any action or proceeding relating to such Taking if the
         Administrative  Agent has  reason to  believe  that (i) such  Taking is
         likely to cause a  Material  Adverse  Effect and (ii)  Borrower  is not
         diligently contesting such Taking in good faith and through appropriate
         means.  Additionally,  the Administrative Agent, if it so elects, shall
         be entitled to participate in any action or proceeding  relating to any
         other Taking. The Collateral Agent is hereby  irrevocably  appointed as
         the  Borrower's  attorney-in-fact,   coupled  with  an  interest,  with
         exclusive  power  to  collect,  receive  and  retain  any  Condemnation
         Proceeds  for any Taking (in  accordance  with,  if no Event of Default
         shall then exist, the directions of the Administrative Agent, or, if an
         Event of Default  shall  then  exist,  the  written  directions  of the
         Required Lenders).

                           (xi) The  Borrower  shall  promptly  give the  Agents
         written  notice  of  the  actual  or  threatened  commencement  of  any
         proceeding  for a Taking and shall  deliver to the Agents copies of any
         and  all  papers  served  in  connection  with  such  proceedings.  The
         Collateral  Agent is hereby  irrevocably  appointed  as the  Borrower's
         attorney-in-fact,  coupled with an interest,  with  exclusive  power to
         collect,  receive and retain any Condemnation  Proceeds for said Taking
         which the Trustee is not entitled to collect, receive and/or retain, as
         applicable,  under the REA (in accordance  with, if no Event of Default
         shall then exist, the directions of the Administrative Agent, or, if an
         Event of Default  shall  then  exist,  the  written  directions  of the
         Required Lenders). Notwithstanding any Taking or Casualty, the Borrower
         shall  continue to pay the  Indebtedness  at the time and in the manner
         provided for in this  Agreement,  the Notes,  the Deed of Trust and the
         other Loan Documents and the Indebtedness  shall not be reduced,  if at
         all, unless and until any Insurance  Proceeds or Condemnation  Proceeds
         therefor  shall  have  been  actually   received  and  applied  by  the
         Collateral Agent or any Lender to the payment of the Indebtedness.  The
         Borrower shall cause all Condemnation  Proceeds to which it is entitled
         and which is not,  under the terms of the REA,  required  to be paid to
         the  Trustee,  to be paid  directly  to the  Collateral  Agent (for the
         benefit of the Lenders) and the Borrower hereby irrevocably  assigns to
         the Collateral Agent (for the benefit of the Lenders) all of Borrower's
         right,  title and  interest in and to any  Condemnation  Proceeds  paid
         prior  to  payment  and  performance  of all of  Indebtedness  and  all
         obligations  under the Loan  Documents;  provided  that if the Required
         Lenders  elect  not  to  apply  such   Condemnation   Proceeds  to  the
         Indebtedness,  then the  Collateral  Agent  shall  pay  such  Insurance
         Proceeds over the Borrower.

<PAGE>

                           (xii)  If  the  Trust   Property  is  sold,   through
         foreclosure,  a deed  in lieu  of  foreclosure  or  other  exercise  of
         remedies by any Agent or Lender prior to the receipt by the  Collateral
         Agent of any such  Condemnation  Proceeds  or any  Insurance  Proceeds,
         whether  or not a  deficiency  judgment  on any Note  shall  have  been
         sought,  recovered or denied, the Collateral Agent shall have the right
         to have reserved,  and at the direction of the Required Lenders,  shall
         reserve,  in any  foreclosure  decree a right to receive  said award or
         payment, or a portion thereof sufficient to pay the Indebtedness. In no
         case  shall  any such  application  reduce  or  postpone  any  payments
         otherwise required pursuant to the this Agreement, other than the final
         payment under the Loan Documents.

(Y)  Subordination  of Indenture Deed of Trust to REA Amendment.  Borrower shall
use  commercially  reasonable  and  diligent  efforts to cause the holder of the
Mortgage Notes Indenture Deed of Trust (as defined in the FADAA) to subordinate,
pursuant  to  documentation  reasonably  acceptable  to  Syndication  Agent  and
Collateral  Agent,  such  deed of trust to that  certain  Amended  and  Restated
Reciprocal  Easement,  Use and Operating Agreement dated as of November 14, 1997
among   Interface    Group   -   Nevada,    Inc.,    Mall    Construction    (as
predecessor-in-interest  to Grand Canal, as predecessor-in-interest to Borrower)
and Venetian, as amended pursuant to that certain First Amendment to Amended and
Restated Reciprocal  Easement,  Use and Operating Agreement dated as of the date
hereof.  Borrower shall cause original  counterparts of the same to be delivered
to  Collateral  Agent  promptly upon  Borrower's  obtaining  such  subordination
documentation.

                  1. Leases.
                     ------

                  (i) Except as  otherwise  consented  to by the  Administrative
         Agent in writing, Borrower shall not execute, or permit to be executed,
         any  Lease  (or any  oral or  written  renewal,  extension,  amendment,
         alteration,  modification,  supplement  or other  change  to the  terms
         thereof)  other  than a Lease  (in the  case of a  renewal,  extension,
         supplement,  amendment, alteration,  modification,  supplement or other
         change,  after giving  effect to such renewal,  extension,  supplement,
         amendment, alteration,  modification,  supplement or other change) that
         (i)(A) is an SNDA  Qualified  Lease  and (B) if such  Lease (or a COREA
         Qualified Lease Commitment  relating thereto) was, prior to the time in
         question,  included in the calculation of COREA Rent in connection with
         any  determination as to whether the Approval  Criteria were satisfied,
         is also a COREA  Qualified  Lease or (ii) is a Subordinate  Lease (each
         such lease,  a "Permitted  Lease").  The Borrower (1) shall observe and
         perform, in all material respects, all the obligations imposed upon the
         lessor  under all Leases  (other than  Subordinate  Leases);  (2) shall
         promptly  send copies to the Agents of all notices of default which the
         Borrower  shall send or receive  thereunder;  (3) to the extent  that a
         Commercially  Reasonable  Owner would do so (or if necessary to avoid a
         Material Adverse Effect), shall enforce all of the terms, covenants and
         conditions contained in all Leases (other than Subordinate Leases) upon
         the part of the lessee  thereunder  to be  observed or  performed;  (4)
         shall not  collect  any Rent more than one (1) month in  advance of the
         due date  therefor set forth in any such Lease (other than the first or
         last month's  minimum  rent);  (5) shall not execute any  assignment of
         lessor's  interest  in any  such  Lease,  or any  Rents  (except  (A) a
         transfer of the same to the  successor  or surviving  Person  resulting
         from a merger or  consolidation  of Borrower  with any other  Person in
         accordance  with, and subject to, the terms,  provisions and conditions
         of,  this  Agreement,  (B) a  transfer  of  the  same  to an  Affiliate
         Transferee in accordance  with,  and subject to, the terms,  provisions
         and  conditions  of,  this  Agreement,   (C)  a  pledge  or  collateral
         assignment of the same to the  Collateral  Agent  pursuant to any other
         Loan Document, and (D) a pledge or collateral assignment of the same to
         the  Junior  Lender in  accordance  with,  and  subject  to, the terms,
         provisions and conditions of, this Agreement);  (6) shall not cancel or
         terminate  any such Lease or accept a surrender  thereof (or permit any
         cancellation,  termination  or  surrender  to or of  any  such  Lease);
         provided that (x) the Borrower may terminate any such Lease as a result
         of a material,  bona fide  default on the part of the tenant under such
         Lease and (y) the Borrower may accept a  cancellation,  termination  or
         surrender  by  the  tenant  under  such  Lease  if  such  cancellation,
         termination  or surrender is done pursuant to the express terms of such
         Lease;  (7) shall not take (or  refrain  from  taking)  any action that
         would effect a merger of the estates and rights of, or a termination or
         diminution of the obligations of, the lessee under any such Lease;  (8)
         with  respect  to any  matter  relating  to any such  Lease as to which
         Borrower has discretion  (e.g.,  the relocation of the premises demised
         under any such Lease),  shall act as a  Commercially  Reasonable  Owner
         would  act and in a manner  which  is not  likely  to cause a  Material

<PAGE>

         Adverse  Effect and (9) with respect to any instance in which  Borrower
         shall have discretion as to whether to grant or withhold consent to any
         assignment or subletting,  Borrower shall not consent to any assignment
         of or subletting under any such Lease unless a Commercially  Reasonable
         Owner would agree to such  assignment or subletting and the same is not
         likely to have a Material  Adverse Effect.  Without  limiting the other
         provisions  of  this  Section  5.1(Z),  the  Administrative  Agent  may
         condition its approval of any Lease  requiring  its approval  hereunder
         upon the unconditional execution and delivery by (x) the tenant or
         other occupant under such Lease of an estoppel  certificate in the form
         attached   hereto  as  Exhibit  Q,  the  contents  of  which   estoppel
         certificate shall be acceptable to the Administrative  Agent and/or (y)
         such  tenant and  Borrower of a SNDA.  Notwithstanding  anything to the
         contrary  contained  herein,  Borrower  shall  not,  without  the prior
         written consent of the  Administrative  Agent, enter into any new Lease
         or enter  into any (oral or  written)  renewal,  extension,  amendment,
         alteration,  modification  or other  change of, or  supplement  to, any
         Lease while an Event of Default shall exist.

                  (ii) With respect to any SNDA Qualified Lease, upon Borrower's
         request thereof, the Collateral Agent shall execute and deliver an SNDA
         with respect thereto.

                  (iii) If Borrower  shall  desire for the  Collateral  Agent to
         execute an SNDA with respect to a given Lease that shall not constitute
         an Automatically Qualified SNDA Lease, then Borrower may furnish to the
         Agents a term sheet that (i) describes,  in form and detail  reasonably
         satisfactory to the  Administrative  Agent, the proposed Lease and (ii)
         which term sheet, or the transmittal  letter sent with such term sheet,
         is legended (in bold, capitalized letters) as follows:

                           "This  is a  Lease  Term  Sheet  referred  to in that
         certain Loan Agreement  dated as of December 20, 1999 among the lenders
         from time to time parties thereto,  Goldman Sachs Mortgage Company,  as
         Administrative Agent, The Bank of Nova Scotia, as Administrative Agent,
         The Bank of Nova Scotia, as Collateral Agent and Grand Canal Shops Mall
         Subsidiary,  LLC, as borrower. If you do not approve or disapprove,  in
         writing,  this Lease Term Sheet within ten (10) Business Days after the
         date upon which you actually  receive  this Lease Term Sheet,  then you
         shall be deemed to have approved this Lease Term Sheet."

                           If Borrower shall furnish such a term sheet (a "Lease
         Term Sheet") to the Agents, then Administrative  Agent shall approve or
         disapprove,  in writing, such Lease Term Sheet within ten (10) Business
         Days after the date upon which the Agents shall  actually  receive such
         Lease  Term  Sheet  (without  giving  effect  to the  "deemed  receipt"
         provisions  of Section 10.6  hereof).  Borrower  hereby agrees that the
         Administrative  Agent shall be deemed to have disapproved a given Lease
         Term Sheet if the  Administrative  Agent shall have  deposited  written
         notice of such  disapproval  in the United States mail  (registered  or
         certified mail, postage prepaid and return receipt requested), or shall
         have  delivered  such  notice  to  an  overnight  courier,  within  the
         applicable  ten (10)  Business Day period  (regardless  of when, or if,
         Borrower  shall have  received such notice).  If  Administrative  Agent
         shall fail so to  approve or  disapprove  any Lease  Term  Sheet,  then
         Administrative  Agent shall be deemed to have  approved such Lease Term
         Sheet.

                           (iv) If  Borrower  shall  desire  for the  Collateral
         Agent to execute an SNDA with  respect to a given  Lease that shall not
         constitute an Automatically  Qualified SNDA Lease, then,  regardless of
         whether  Borrower  shall have furnished a Lease Term Sheet with respect
         to such  proposed  Lease to the Agents,  Borrower  shall furnish to the
         Agents (A) execution copies of all documents  relating to such proposed
         Lease to the Agents,  together with a blackline of the same against the
         relevant lease form approved by the Administrative Agent (in accordance
         with the  provisions of this  Agreement)  (collectively,  the "Proposed
         Lease   Documents")  and  (B)  all  other   information  and  materials
         pertaining  to the  applicable  tenant or  proposed  tenant  and/or the
         proposed Lease as the  Administrative  Agent shall reasonably  request.
         The Administrative  Agent shall not be entitled to disapprove any given
         proposed  Lease solely on the basis of any provision in the  applicable
         Proposed  Lease   Documents  that  was  accurately   reflected  in  the
         applicable  Lease Term Sheet, if any,  approved (or deemed approved) by
         the Administrative Agent.

                  (v) Unless  Administrative  Agent shall  otherwise  notify the
         Borrower in writing, all documents and materials to be furnished to the
         Administrative  Agent  under  this  subparagraph  (Z)  shall be sent or
         delivered to the address for the Administrative  Agent set forth below,
         attention: Steven Mnuchin.

<PAGE>

(AA) Estoppel Certificates.  Within ten (10) Business Days of the request of any
Agent or any  Lender  (or,  in the case of a third  party  tenant,  twenty  (20)
calendar  days of the request of any Agent or any Lender),  the  Borrower  shall
deliver an estoppel certificate in form and substance reasonably satisfactory to
such Agent or such Lender,  as applicable and, to the extent permitted under the
Leases  and  obtainable  through  the use of  commercially  reasonable  efforts,
estoppel  certificates  from all tenants  under then  existing  Leases which the
Administrative  Agent in its discretion  designates.  Within thirty (30) days of
the request  therefor by the  Borrower,  which request shall be made only if the
Borrower shall have a reasonable  basis for requesting the same and shall not be
made more than one time  during  any six month  period,  (a) each  Lender  shall
deliver an estoppel  certificate  setting forth, to the actual  knowledge of the
officer  executing such estoppel  certificate on behalf of such Lender,  (i) the
then outstanding  principal amount of the Note(s) held by such Lender as well as
all accrued and unpaid  interest  thereon and (ii)  whether  there then exists a
monetary  or  material  non-monetary  Event of Default  (other  than an Event of
Default  resulting  from the failure to make any payment  that,  pursuant to the
terms of the Loan  Documents,  is required to be made to any Agent) and (b) each
Agent  shall  deliver  an  estoppel  certificate  setting  forth,  to the actual
knowledge of the officer  executing such estoppel  certificate on behalf of such
Agent,  whether there then exists a monetary or material  non-monetary  Event of
Default  (other than an Event of Default  resulting from the failure to make any
payment  that,  pursuant to the terms of the Loan  Documents,  is required to be
made to any other Agent or any Lender).

(BB) Deed of Trust. At all times (i) the Deed of Trust shall  constitute a first
priority Lien (subject  only to the Permitted  Liens) on the Trust  Property and
(ii) the Trust Property shall include, irrevocable parking rights and easements,
and  shall be  served  by  utilities,  in each  case,  as is  necessary  for the
operation,  use and  enjoyment  of the Trust  Property  as a First  Class  Mall;
provided that the Trust Property may be subject to the Permitted Encumbrances.

(CC)  Property  Agreements.  (i)  Borrower  shall not  execute,  or permit to be
executed,  any Property  Agreement (other than Service Contracts) or any oral or
written renewal, extension,  supplement,  amendment,  alteration,  modification,
supplement  or other  change  to the  terms  of the  Management  Agreement,  the
Brokerage Agreement,  the ESA, the REA, the Sale and Contribution Agreement, the
Trademark Cross License  Agreement,  the COREA (if entered into), the FADAA, the
Mall Retainage  Escrow  Agreement or any other Property  Agreement (other than a
Service  Contract)  without the  Administrative  Agent's prior written  consent,
unless,  in the  case  of  any  Property  Agreement  other  than  the  Sale  and
Contribution Agreement, and/or the Mall Retainage Escrow Agreement (with respect
to which the  Administrative  Agent's prior written consent shall be required in
all cases),  both (x) a  Commercially  Reasonable  Owner would do so and (y) the
execution  and  performance  of such  Property  Agreement,  or of such  renewal,
extension, supplement, amendment, alteration, modification,  supplement or other
change, is not likely to cause a Material Adverse Effect;  provided that, in the
case of the COREA,  the foregoing  shall be subject to the provisions of Article
VIII  hereof.  Borrower  (1) shall pay when due and  before  any fine,  penalty,
interest  or cost  may be added  thereto  for the late  payment  or  non-payment
thereof,  all Common  Charges and all other amounts that are payable by Borrower
under the Property  Agreements (and,  notwithstanding any other provision of the
Loan  Documents,  if  Borrower  shall  fail so to do for ten (10) days after any
Agent gives Borrower notice thereof, the Administrative Agent may (but shall not
be obligated to) pay such Common  Charges or other  amounts) and Borrower  shall
observe and perform all of the other  obligations  imposed upon  Borrower or the
Collateral under each Property Agreement;  (2) shall promptly send copies to the
Agents  of  all  notices  of  default  which  Borrower  shall  send  or  receive
thereunder;  (3) to the extent that a Commercially  Reasonable Owner would do so
(or if necessary to prevent the  occurrence  of Material  Adverse  Effect) shall
enforce all of the material  terms,  covenants and  conditions  contained in all
Property  Agreements  upon  the  part  of  all  Persons  (other  than  Borrower)
thereunder to be observed or performed,  short of termination thereof; (4) shall
not  collect  any  amounts  payable to  Borrower  prior to the date upon  which,
pursuant to the express terms of the applicable Property Agreement,  such amount
is due and payable; (5) shall not sell, assign,  transfer,  mortgage,  pledge or
otherwise  encumber  any Property  Agreement or any interest  under any Property
Agreement  (except  (A) a transfer  of the same to the  successor  or  surviving
Person  resulting  from a merger or  consolidation  of  Borrower  with any other
Person in accordance with, and subject to, the terms,  provisions and conditions
of, this  Agreement,  (B) a transfer of the same to an Affiliate  Transferee  in
accordance  with, and subject to, the terms,  provisions and conditions of, this
Agreement,  (C) a pledge or collateral  assignment of the same to the Collateral
Agent  pursuant  to any other  Loan  Document,  and (D) a pledge  or  collateral
assignment of the same to the Junior Lender in accordance  with, and subject to,
the terms,  provisions  and conditions  of, this  Agreement);  (6) shall not (A)
cancel or terminate the Management  Agreement (unless such Management  Agreement
is,  at or  prior  to the  time  of  such  termination,  replaced  with  another
Management  Agreement  under which an Acceptable  Manager is the Manager,  which
Acceptable  Manager  executes  and  delivers  a  Manager's  Subordination),  the
Brokerage Agreement,  the ESA, the REA, the Sale and Contribution Agreement, the
Trademark Cross License Agreement, the COREA (if entered into), the FADAA or the
Mall Retainage  Escrow  Agreement (or permit any  cancellation or termination of

<PAGE>

the Management  Agreement  (unless such Management  Agreement is, at or prior to
the time of such termination,  replaced with another Management  Agreement under
which an Acceptable  Manager is the Manager,  which Acceptable  Manager executes
and delivers a Manager's  Certificate),  the Brokerage  Agreement,  the ESA, the
REA, the Sale and Contribution Agreement, the Trademark Cross License Agreement,
the COREA (if entered into), the FADAA or the Mall Retainage  Escrow  Agreement)
or (B) except to extent that a  Commercially  Reasonable  Owner would do so (and
provided that the same is not likely to cause a Material  Adverse Effect) cancel
or  terminate  any other  Property  Agreement  (or  permit any  cancellation  or
termination of any such Property Agreement); (7) shall not take (or refrain from
taking)  any action  that  would  effect a merger of the  estates  and rights of
Borrower under any Property  Agreement;  (8) with respect to any matter relating
to any Property  Agreement as to which Borrower has discretion  (e.g., the terms
of any document executed in connection with such Property Agreement,  the giving
or withholding of a consent or approval,  the location of an easement  burdening
or benefiting the Trust  Property,  or the allocation of any costs payable under
any Property Agreement),  shall act as a Commercially Reasonable Owner would act
and in a manner which is not likely to cause a Material Adverse Effect;  and (9)
with  respect to any  instance in which  Borrower  shall have  discretion  as to
whether to grant or withhold  consent to any  assignment of rights or delegation
of duties,  Borrower shall not consent to any assignment of rights or delegation
of duties under any Property  Agreement (unless a Commercially  Reasonable Owner
would do so and the same is not  likely  to cause a  Material  Adverse  Effect).
Borrower shall, within ten (10) days after demand from the Administrative  Agent
(or as soon as  possible  thereafter  using  commercially  reasonable  efforts),
obtain from the other parties to any material Property  Agreement (as reasonably
determined by Administrative  Agent) and deliver to the  Administrative  Agent a
duly  signed  and  acknowledged  certificate  that such  Property  Agreement  is
unmodified and in full force and effect (or, if such Property  Document has been
modified, that such Property Document is in full force and effect as so modified
and that there have been no other modifications), stating the dates to which the
Common Charges and other amounts  payable  thereunder have been paid and stating
whether,  to such other parties' best knowledge,  Borrower is in compliance with
the terms of such Property  Agreement,  and, if not,  specifying each default or
failure of  compliance of which such other  parties have  knowledge.  If, at any
time,  any Agent or Lender shall cure any default by Borrower under any Property
Agreement or otherwise  exercise any rights or remedies  afforded  lenders under
any  Property  Agreement,  then any and all  expenses  incurred by such Agent or
Lender,  in good faith,  in  connection  with curing such  default or  otherwise
exercising  such rights or remedies  shall be paid by the Borrower to such Agent
or Lender  upon  demand and until paid shall be secured by the Deed of Trust and
shall bear interest at the Default Rate.

                  (ii) With  respect  to any  easement  that shall be granted to
Borrower  or in  favor of the  Trust  Property  under  any  Property  Agreement,
promptly  after request  therefor by the  Administrative  Agent,  Borrower shall
cause to be delivered to the  Administrative  Agent, an endorsement to the Title
Insurance Policy insuring the Deed of Trust amending such Title Insurance Policy
so that the same  insures  the  Collateral  Agent for the benefit of the Lenders
that the Deed of Trust  constitutes a first  priority Lien on such easement (and
all related rights) (in addition to the rest of the Trust Property) subject only
to the Permitted  Liens;  provided that the Trust Property may be subject to the
Permitted Encumbrances.

                  (DD) SUBSTANTIVE  NON-CONSOLIDATION  OPINION.  With respect to
each  Affiliate  of Borrower  that shall  incur,  otherwise  become  liable with
respect to and/or mortgage or otherwise encumber its property as collateral for,
any  indebtedness  for borrowed  money in connection  with the  construction  of
improvements at the Phase II Land (as defined in the REA) or any portion thereof
(whether  such  indebtedness  shall be  recourse  or  non-recourse,  secured  or
non-secured  and provided  that "take out"  financing  (i.e.  permanent or "mini
perm" financing that refinances  construction  financing) shall not be deemed to
be in "connection with the  construction of  improvements"  for purposes of this
Section),  then  Borrower  shall  cause to be  furnished  to the Lenders and the
Agents,  on the date (the "Opinion Date") upon which such Affiliate  incurs such
indebtedness,  otherwise  becomes so liable  and/or so  mortgages  or  otherwise
encumbers its property, a substantive  non-consolidation opinion with respect to
the Borrower and such  Affiliate,  which legal  opinion shall be dated as of the
Opinion Date, and shall be in form and substance,  and from counsel,  reasonably
satisfactory to Administrative Agent.

<PAGE>

                                   ARTICLE VI.
                               NEGATIVE COVENANTS

                  Section 6.1.      Negative Covenants.  The Borrower covenants
                                    ------------------
and agrees that it shall not do,  directly or  indirectly  (or permit to be done
directly or indirectly), any of the following:

(A) Liens on the Trust Property.  Incur, create,  assume, become or be liable in
any manner with respect to, or, permit to exist ((x) in the case of a mechanic's
or materialmen's lien or other  non-consensual  Lien, beyond the thirty (30) day
period  provided  for in Section 6(e) of the Deed of Trust or (y) in the case of
any deed of trust,  mortgage or other  consensual  Lien, at all),  any Lien with
respect to the Collateral,  except:  (i) Liens in favor of the Collateral  Agent
granted  pursuant  to the  Loan  Documents,  (ii) the  Lien of the  Junior  Loan
Documents and (iii) the Permitted Encumbrances.

(B) Transfer.  (i) Own any property other than the Collateral  (and any Money or
investments of Money  relating to the Borrower's  business that is not a portion
of the Collateral) or, except as expressly permitted under subsection 6.1(B)(ii)
below,  make,  or  permit  to be made,  any  Transfer  (other  than a  Permitted
Transfer).

                  (a)(i)(ii)  Borrower shall be permitted to convey and transfer
all (but not less than all) of the Collateral (the  "Affiliate  Transfer") to an
entity (A) that is authorized  and qualified to own real property and to conduct
business in, and is in good standing  under the laws of, the State of Nevada (to
the extent required under applicable Legal Requirements), (B) that is controlled
(as defined in the definition of Affiliate) by the Principal (or, in the case of
the death or legal incapacity of the Principal, the applicable Person or Persons
referenced  in  clause  (ii)  or  (iii),  as  applicable  of the  definition  of
"Permitted  Transfer"),  (C) all of the ownership interests of which, and voting
rights  with  respect to which,  are owned by the  Persons  that are,  under the
express terms of this  Agreement,  permitted to own ownership  interests in, and
voting rights with respect to, the Borrower, (D) that is a Single Purpose Entity
and (E) with respect to which,  immediately after  consummation of the Affiliate
Transfer, all of the representations and warranties contained in the Loan <PAGE>

Documents relating to the Borrower shall be true (with such changes,  if any, as
shall  result  from  actions  taken  by the  Borrower  in  accordance  with  the
provisions  of the  Loan  Documents  or  other  events  that  do not  constitute
Defaults)  (the  "Affiliate  Transferee"),  by giving at least thirty (30) days'
prior written notice to the  Administrative  Agent of Borrower's intent to do so
(the  "Transfer  Notice")  and upon  satisfaction,  on or prior to the date upon
which such conveyance and transfer shall occur (the  "Affiliate  Transfer Date")
of the following conditions:

                  (a) no  Default or Event of  Default  shall  exist on the date
upon which the Transfer Notice is given to the Administrative Agent, immediately
prior  to  consummation  of  the  Affiliate   Transfer,   or  immediately  after
consummation of the Affiliate Transfer and Borrower shall execute and deliver to
the  Administrative  Agent a Borrower's  Certificate,  dated as of the Affiliate
Transfer Date, pursuant to which Borrower certifies as to the foregoing;

                  (b) the  Administrative  Agent shall have  received all of the
following  (the form and  substance  of each of which  shall be  subject  to the
approval  of the  Administrative  Agent  (not  to be  unreasonably  withheld  or
delayed)):  (i) an original  fully-executed  and acknowledged  counterpart of an
assumption  agreement,  in proper form for  recording in the  Recorder's  Office
containing  the  assumption,  by the Affiliate  Transferee  of all  obligations,
agreements,  covenants and  liabilities of the Borrower under the Loan Documents
(the "Assumption Agreement"),  (ii) an opinion or opinions of counsel reasonably
satisfactory to the Administrative Agent with respect to the Affiliate Transfer,
the Affiliate  Transferee,  the Assumption  Agreement,  the  continuation of the
Liens created by the Collateral  Security  Instruments and such other matters as
the Administrative Agent shall reasonably request,  (iii) original  counterparts
of the  documents  pursuant to which the  Affiliate  Transfer is being made (and
copies of all  consents  and  approvals,  if any,  required  to be  obtained  in
connection  with the  Affiliate  Transfer),  (iv) an  endorsement  to the  Title
Insurance Policy insuring the Deed of Trust amending such Title Insurance Policy
to reflect the Affiliate Transfer, which Title Insurance Policy, as so endorsed,
shall  continue  to insure the  Collateral  Agent for the benefit of the Lenders
that the Deed of Trust  constitutes a first  priority Lien on the Trust Property
subject only to the  Permitted  Liens  (provided  that the Real  Property may be
subject to the  Permitted  Encumbrances),  (v) a written  confirmation  from the
Principal that the Limited Payment  Guaranty,  the Scope Change Guaranty and the
Principal  Non-Recourse  Carve-Out and Limited  Environmental  Matters  Guaranty
remain  in  full  force  and  effect  notwithstanding  the  consummation  of the
Affiliate  Transfer  and (vi) any  other  documents  or  instruments  reasonably
required by the Administrative Agent in connection with the Affiliate Transfer;

                  (c) Borrower shall have caused the Assumption Agreement to be
recorded in the Recorder's Office; and

<PAGE>

                  (d)  Borrower  shall  have paid (i) all  reasonable  costs and
expenses  incurred  by the Agents  and/or the  Lenders  in  connection  with the
Affiliate Transfer,  including, without limitation,  reasonable attorneys' fees,
disbursements  and other expenses and (ii) all other costs and expenses relating
to the Affiliate Transfer.

                  At the time that Borrower shall make an Affiliate  Transfer in
accordance with the terms hereof, if the Affiliate Transferee shall be an entity
other than a Delaware limited  liability  company,  it shall be deemed that each
reference to Borrower being a "limited  liability  company" or to the Borrower's
"limited  liability  agreement" or  "certificate  of  formation"  (and all other
comparable  changes)  shall have been changed to reflect the type of entity that
the Affiliate Transferee is.

(C) Adjacent  Property  Expenses;  Other  Borrowings.  (i) Incur,  pay,  create,
assume,  become or be liable in any manner  with  respect to  Adjacent  Property
Expenses  or Other  Borrowings,  except that the  Borrower  may incur (1) to the
extent that a  Commercially  Reasonable  Owner  would incur the same,  unsecured
trade indebtedness incurred in the ordinary course of the Borrower's business of
operating  the Mall  Improvements  and  which is paid in full on or prior to the
date  upon a  Commercially  Reasonable  Owner  would  pay  the  same  in full (a
"Commercially  Reasonable  Outside Date") (provided that 120 days after the date
upon which the  indebtedness  shall have been  incurred  shall be deemed to be a
Commercially  Reasonable  Outside Date (unless the Borrower  shall be diligently
and in good faith  contesting its obligation to pay the same (and a Commercially
Reasonable  Owner would do so), in which case,  Borrower  may delay  paying such
indebtedness  as long as Borrower  is so  contesting  payment of the same),  (2)
Equipment  Financings  secured by Equipment Liens,  obligations  under Equipment
Leases and an unsecured  working capital facility extended to the Borrower in an
arms-length  transaction,  in each case,  entered into in the ordinary course of
the Borrower's  business at the Mall Improvements,  provided that the sum of (A)
the maximum aggregate principal amount of such working capital facility plus (B)
the aggregate outstanding principal amount of such Equipment Financings plus (c)
the aggregate  amount of the payments  provided for under such Equipment  Leases
(excluding, with respect to capitalized Equipment Leases, those portions of such
lease payments that would be deemed to constitute  non-default interest payments
or transaction costs under the applicable  standards of the Financial Accounting
Standards  Board)  shall  be less  than  $1,000,000,  (3) so long as no Event of
Default shall then exist,  to the extent that a  Commercially  Reasonable  Owner
would incur the same, unsecured  indebtedness solely in respect of reimbursement
obligations  incurred in connection  with surety and appeal  bonds,  performance
bonds and other  similar  obligations,  in the  course  of  operating  the Trust
Property  in  accordance  with the terms of this  Agreement,  (4) subject to the
provisions  of  clause  (ii)  below and to the  provisions  of the  Junior  Loan
Documents,  the Junior Loan and (5) subject to the  provisions  of clause  (iii)
below.

                  (ii)  Borrower  shall not be entitled to make any  payments in
respect  of the  Junior  Loan or under  the  Junior  Loan  Documents  except  as
expressly provided in this subparagraph (ii). Borrower shall be entitled to make
current  payments  under the Junior Loan,  but, in the case of each such current
payment,  only to the extent that there was Excess Cash Flow during the Interest
Accrual Period  immediately  preceding the Interest  Accrual Period in which the
Junior Loan payment  date in question  occurred;  provided  that (1) at any time
that an Event of Default shall exist,  no payments shall be permitted  under the
Junior Loan Documents (but interest  under the Junior Loan Documents  shall,  in
all events,  be permitted to accrue and compound and the  obligation  to pay the
same  shall be  deferred  until  both (aa) no Event of  Default  exists and (bb)
Excess Cash Flow is sufficient to pay the same).

                  (b)(i)(D)Dissolution;   Merger  or  Consolidation.   Dissolve,
terminate,  liquidate,  merge into or consolidate  with another Person or permit
any other Person to merge into or consolidate with Borrower. Notwithstanding the
foregoing, Borrower shall be permitted to merge into or consolidate with another
Person (or permit  another  Person to merge into or  consolidate  with Borrower)
provided   that  (i)   immediately   after  giving  effect  to  such  merger  or
consolidation,  (A) the surviving or successor, as applicable,  Person shall own
all of the Collateral,  (B) such Person shall be authorized and qualified to own
real property and to conduct business in, and be in good standing under the laws
of,  the  State  of  Nevada  (to the  extent  required  under  applicable  Legal
Requirements), (C) such Person shall be controlled (as defined in the definition
of Affiliate) by the Principal (or, in the case of the death or legal incapacity
of the Principal,  the applicable Person or Persons referenced in clause (ii) or
(iii), as applicable of the definition of "Permitted Transfer"),  (D) all of the
ownership  interests of, and voting rights with respect to, such Person shall be
owned by the  Persons  that are,  under  the  express  terms of this  Agreement,
permitted to own ownership  interests in, and voting rights with respect to, the
Borrower,  (E) such Person shall be a Single  Purpose  Entity and (F) all of the
representations  and warranties  contained in the Loan Documents relating to the
Borrower shall be true (with such changes,  if any, as shall result from actions
taken by the Borrower in accordance with the provisions of the Loan Documents or
other events that do not constitute  Defaults) (the  "Surviving  Entity"),  (ii)
Borrower shall give to the Administrative Agent at least thirty (30) days' prior
written notice of such merger or  consolidation  (the "Merger Notice") and (iii)
all of the following conditions shall be satisfied:

<PAGE>

                  (a) no Default or Event of Default shall exist (1) on the date
upon  which  the  Merger  Notice  is  given  to the  Administrative  Agent,  (2)
immediately prior to consummation of the merger or consolidation in question, or
(3) immediately after consummation of such merger or consolidation, and Borrower
shall execute and deliver to the Administrative Agent a Borrower's  Certificate,
dated  as of  the  date  upon  which  such  merger  or  consolidation  shall  be
consummated (the "Merger Date"),  pursuant to which Borrower certifies as to the
foregoing;

                  (b) on or prior to the Merger Date, the  Administrative  Agent
shall have  received  all of the  following  (the form and  substance of each of
which shall be subject to the  approval of the  Administrative  Agent (not to be
unreasonably  withheld  or  delayed)):   (1)  an  original   fully-executed  and
acknowledged  counterpart  of  an  assumption  agreement,  in  proper  form  for
recording in the Recorder's Office  containing the assumption,  by the Surviving
Entity of all obligations, agreements, covenants and liabilities of the Borrower
under the Loan Documents (the "Merger Assumption Agreement"),  (2) an opinion or
opinions of counsel  reasonably  satisfactory to the  Administrative  Agent with
respect to the such merger or consolidation,  the Surviving  Entity,  the Merger
Assumption  Agreement,  the  continuation of the Liens created by the Collateral
Security  Instruments and such other matters as the  Administrative  Agent shall
reasonably request, (3) copies of the documents pursuant to which such merger or
consolidation is being consummated (and copies of all consents and approvals, if
any,  required to be obtained in connection with such merger or  consolidation),
(4) an  endorsement  to the Title  Insurance  Policy  insuring the Deed of Trust
amending such Title  Insurance  Policy to reflect such merger or  consolidation,
which Title  Insurance  Policy,  as so  endorsed,  shall  continue to insure the
Collateral  Agent  for the  benefit  of the  Lenders  that  the  Deed  of  Trust
constitutes  a first  priority  Lien on the Trust  Property  subject only to the
Permitted Liens (provided that the Real Property may be subject to the Permitted
Encumbrances),  (5) a written  confirmation  from the Principal that the Limited
Payment  Guaranty,  the Scope  Change  Guaranty and the  Principal  Non-Recourse
Carve-Out and Limited  Environmental  Matters  Guaranty remain in full force and
effect notwithstanding the consummation of such merger or consolidation and (vi)
any other  documents or instruments  reasonably  required by the  Administrative
Agent in connection with such merger or consolidation;

                  (c) Borrower shall have caused the Merger Assumption Agreement
to be recorded in the Recorder's Office; and

                  (d) Borrower shall have paid all reasonable costs and expenses
incurred  by the Agents  and/or the  Lenders in  connection  with such merger or
consolidation,   including,  without  limitation,  reasonable  attorneys'  fees,
disbursements and other expenses.

                  (E) Change In Business.  Cease (or permit  Managing  Member to
cease) to be a  Single-Purpose  Entity or undertake or participate in activities
other than Permitted Activities.

                  (F) Debt Cancellation.  Cancel or otherwise forgive or release
(or  permit  Managing  Member to cancel or  otherwise  forgive or  release)  any
material claim or debt owed to the Borrower (or Managing  Member) by any Person,
except for adequate  consideration  or in the ordinary course of Borrower's (or,
in the case of Managing Member, Managing Member's) business.

                  (G) Affiliate  Transactions.  Enter into, or be a party to (or
permit Managing Member to enter into, or be a party to), any transaction  with a
direct or indirect member, shareholder,  officer or director or Affiliate of the
Borrower (or Managing Member),  except in the ordinary course of business and on
terms  which are fully  disclosed  to the  Administrative  Agent in advance  (or
promptly after the  consummation  of the  transaction)  and on terms that are no
less favorable to Borrower (or in the case of Managing Member,  Managing Member)
than  would  be  obtained  in a  comparable  arm's  length  transaction  with an
unrelated third party.

                  (H) Creation of Easements. Except as expressly permitted by or
pursuant to the Deed of Trust or this  Agreement,  permit the  Collateral or any
part thereof to become subject to, any easement, or restrictive covenant,  other
than a Permitted Encumbrance.

                  (I)  Misapplication  of Funds.  Distribute any Moneys or other
funds  received from any Bank Account in violation of the  provisions of Section
2.12, or misappropriate any security deposit or portion thereof.

                  (J)  Certain  Restrictions.  Enter  into any  agreement  which
expressly  restricts  the  ability of the  Borrower  to enter  into  amendments,
modifications or waivers of any of the Loan Documents.

<PAGE>

                  (K)  Assignment  of Licenses.  Except as  otherwise  expressly
permitted  hereunder,  assign or  transfer  any of its  interest  in any Permits
pertaining to the Collateral,  or assign, transfer or remove or permit any other
Person to assign,  transfer or remove any  material  records  pertaining  to the
Collateral;  provided that the Borrower,  in the ordinary course of its business
may transfer or remove such records so long as (x) Borrower shall give notice to
the  Administrative  Agent of such  transfer  or  removal  promptly  after  such
transfer  or  removal  and (y) the Agents  and the  Lenders  shall have the same
access to such  records as they would have had if such  records  had not been so
removed or transferred.

                  (L) Place of Business.  Change its chief  executive  office or
its  principal  place of  business  without  giving the Agents at least 30 days'
prior written notice thereof and promptly  providing the Agents such information
as the Agents may reasonably request in connection therewith.

                  (M) Junior Loan.  Borrower  shall not (i) except to the extent
expressly  permitted  in the Junior  Loan  Subordination  Provisions,  increase,
renew,  restate,  replace,  supplement,  extend, amend or modify any Junior Loan
Document or any  indebtedness  secured or evidenced by any Junior Loan  Document
(the "Junior  Indebtedness") (and the total indebtedness secured or evidenced by
the Junior Loan  Documents  shall not be  increased)  unless the  Administrative
Agent,  prior to the effectiveness of any such increase,  renewal,  restatement,
replacement,  supplement,  extension,  amendment  or  modification,  shall  have
executed  a written  instrument  evidencing  its  consent to such  action,  (ii)
execute any  document  securing,  evidencing  or  guarantying  any of the Junior
Indebtedness (other than the Junior Loan Documents) or (iii) take any action, or
refrain from taking any action,  inconsistent with the Junior Loan Subordination
Provisions.

                  (N) [Intentionally omitted].

                  (O) Plans and Welfare Plans. Knowingly engage in or permit any
transaction in connection  with which the Borrower or any ERISA  Affiliate could
reasonably  be expected to be subject to either a material  civil penalty or tax
assessed  pursuant to Section  502(i) or 502(l) of ERISA or Section  4975 of the
Code,  take any action  which would  permit the assets of the Borrower to become
"plan  assets",  whether by  operation of law or under  regulations  promulgated
under ERISA or adopt,  amend  (except as may be required by  applicable  law) or
increase the amount of any benefit or amount  payable  under any Plan or Welfare
Plan,  except for normal  increases in the ordinary  course of business that, in
the aggregate, do not result in a material increase in benefits expense.

                  (P)      Subsidiaries.  Form or acquire any subsidiaries.
                           ------------

                  (Q)      Nuisances; Waste; Permitted Encumbrances.  Do any act
                           ----------------------------------------
or thing that constitutes a public or private nuisance or constitutes waste.

                  (R) Use of  Proceeds.  Use any portion of the  proceeds of the
Loan for family, personal, agricultural or household use.

                  (S) Private Offering.  In connection with any offer or sale of
any Securities  issued in connection with a  Securitization,  use, or permit any
Person authorized to act on its behalf to use, any form of general  solicitation
or general  advertising  within the meaning of Rule 502(c) under the  Securities
Act of 1933,  as amended from time to time (the  "Securities  Act"),  including,
without limitation,  advertisements,  articles,  notices or other communications
published  in any  newspaper,  magazine  or  similar  medium or  broadcast  over
television or radio, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising, or with respect to itself or
any Person  authorized  to act on its  behalf,  (i) offer or sell,  directly  or
indirectly,  the  Securities  or any  interest  in the  Securities  or any other
security from any Person in any manner,  (ii) solicit any offer to buy, or (iii)
take any other action that in each of the cases set forth in clauses (i) through
(iii)  above  would  constitute  a  distribution  of the  Securities  under  the
Securities  Act or would  render the sale of the  Securities  a violation  under
Section 5 of the Securities Act or any state  securities  laws, or would require
registration  pursuant to the Securities Act, or would require  qualification of
any of the Loan Documents under the Trust Indenture Act of 1939.

                  (T)  Interests in  Affiliates.  Acquire any stock,  membership
interests,  partnership  interests or other securities or interests of any other
Person  (other than directly in connection  with a merger  permitted  under this
Agreement).

<PAGE>

                  (U) Renovation of Trust Property. (i) Notwithstanding anything
to the contrary  contained in any Loan Document,  except as otherwise  expressly
permitted under this subsection  6.1(U),  Borrower shall not perform or cause to
be  performed,  consent to or permit,  any  Renovation  (other  than a Permitted
Renovation).  Furthermore,  without the  Administrative  Agent's  prior  written
consent,  in no event shall any of the Trust  Property be  demolished or removed
except to the extent that (i) such  demolition  or removal  shall  constitute  a
Permitted  Renovation  that shall be performed in connection  with, and shall be
incidental to, another  Permitted  Renovation that consists of construction that
is performed in accordance with the terms, provisions and conditions of the Loan
Documents or (ii) such removal shall consist of the removal of Equipment that is
replaced by other  Equipment (the  "Replacement  Equipment")  that shall be (aa)
encumbered by the Deed of Trust,  (bb) located at, and used in connection  with,
the Trust  Property and (cc) have a utility in connection  with the operation of
the Borrower's  business at the Trust Property in accordance with the provisions
of the Loan  Documents  that is at least equal to that of the Equipment that was
removed (and a Commercially  Reasonable Owner would remove the removed Equipment
and replace it with such  Replacement  Equipment);  provided that such Equipment
need not be  replaced  by  Replacement  Equipment  to the extent that both (i) a
Commercially  Reasonable  Owner would  determine that neither such Equipment nor
any  Replacement  Equipment is necessary  or  desirable in  connection  with the
operation of the Collateral and (ii) neither such Equipment nor any  Replacement
Equipment  is  necessary  or  desirable  in order to operate the  Collateral  in
accordance with the terms of the Loan Document.

                  (ii) If Borrower shall desire to make any Renovation that will
not  constitute  a  Permitted  Renovation,  then  Borrower  shall  send  to  the
Administrative  Agent a Proposed  Renovation Notice,  together with all Proposed
Renovation  Materials  pertaining thereto.  If, with respect to a given proposed
Renovation,  (A)  Administrative  Agent  shall not  approve  or  disapprove,  in
writing,  within  twenty  (20)  Business  Days  after  the date  upon  which the
Administrative Agent shall have actually received the Proposed Renovation Notice
pertaining thereto (without giving effect to the "deemed receipt"  provisions of
Section 10.6 hereof), together with all Proposed Renovation Materials pertaining
thereto, such proposed Renovation,  then Administrative Agent shall be deemed to
have approved such Proposed Renovation.

                  (iii) If  Administrative  Agent  shall  approve  (or  shall be
deemed, in accordance with the provisions of this Agreement, to have approved) a
proposed  Renovation  (other  than  a  Permitted  Renovation),  then,  prior  to
commencing such proposed Renovation, Borrower shall submit to the Administrative
Agent a Proposed Plans and Specifications Notice with respect thereto,  attached
to which shall be the description of the proposed  Renovation that was contained
in  the  applicable  Proposed  Renovation  Notice,  as  well  as the  plans  and
specifications relating to such proposed Renovation. If, with respect to a given
proposed  Renovation,  (A) Administrative Agent shall not approve or disapprove,
in  writing,  within  twenty  (20)  Business  Days after the date upon which the
Administrative  Agent  shall  have  actually  received  the  Proposed  Plans and
Specifications  Notice pertaining  thereto (without giving effect to the "deemed
receipt"  provisions  of  Section  10.6  hereof),  together  with the  aforesaid
description and plans and specifications,  such plans and  specifications,  then
Administrative   Agent  shall  be  deemed  to  have   approved  such  plans  and
specifications.  Administrative  Agent shall only be entitled to disapprove such
plans and specifications to the extent the proposed Renovation,  as reflected in
such  plans and  specifications,  differs,  in any  material  respect,  from the
proposed Renovation,  as described in the applicable Proposed Renovation Notice.
Administrative  Agent's review of plans and  specifications  in connection  with
Renovations or proposed  Renovations shall create no responsibility or liability
on behalf of the  Administrative  Agent or any  Lender  for their  completeness,
design,  sufficiency or their  compliance  with Legal  Requirements or Insurance
Requirements. Borrower shall not be required to obtain the Administrative

Agent's approval of plans and specifications pertaining to Permitted Renovations
(other than a Permitted  Mall  Expansion  (which is addressed by Article  VIII))
performed in accordance with the provisions of the Loan Documents.

<PAGE>


                                  ARTICLE VII.

                                    DEFAULTS

                  Section 7.1.      Event of Default.  The occurrence of one or
                                    ----------------
more of the following events shall be an "Event of Default" hereunder:
                                          ----------------

                           (i) if the  Borrower  shall fail to pay,  when due in
         accordance with the terms of the Loan Documents, any accrued and unpaid
         interest and such failure shall continue for one (1) Business Day after
         the due date therefor;

                           (ii)  if the Borrower shall fail to pay all of the
         then outstanding Indebtedness on the Maturity Date;

                           (iii) subject to the  provisions of Section 23 of the
         Deed of Trust, if any of the Impositions are not paid prior to the date
         that occurs ten (10) days after notice from the  Administrative  Agent,
         any  Governmental  Authority  or any other  Person  entitled to payment
         thereof that the same are delinquent  (provided that Borrower shall not
         be deemed to be in Default  for its  failure  to pay those  Impositions
         that (x) prior to the Assessment Date, the Trustee shall be required to
         pay out of Money then on  deposit in the REA Tax Escrow  Account or (y)
         from and after the  Assessment  Date,  the  Collateral  Agent  shall be
         required  to pay  out of  Money  then  on  deposit  in the  Tax  Escrow
         Account);

                           (iv) if (A)  Borrower  shall fail to maintain in full
         force and effect any  insurance  that  Borrower is required to maintain
         hereunder and any such failure  shall  continue for ten (10) days after
         notice  from  the  Administrative  Agent  or the  applicable  insurance
         carrier  or  agent,  (B)  Borrower  shall  fail  to  use  diligent  and
         commercially reasonable efforts to enforce the obligations of any other
         REA Owner to maintain the insurance  that such REA Owner is required to
         maintain  under the REA or (to the extent  permitted  under the REA) to
         otherwise  perform and satisfy  the  obligations  of the such other REA
         Owner under the  provisions  of the REA relating to insurance  and such
         failure  shall  continue  for ten (10) days after  notice  thereof from
         Administrative  Agent to Borrower or (C) any of the Insurance  Policies
         that are required to be delivered  to the  Administrative  Agent or the
         Collateral  Agent  under  the  terms  of the  Loan  Documents  are  not
         delivered  to the  Collateral  Agent  within  ten (10) days of  request
         therefor by the  Administrative  Agent (which  request shall state that
         failure so to deliver such Insurance Policies shall constitute an Event
         of Default);

                           (v) if  Borrower  shall fail to  observe,  perform or
         satisfy,  or there  shall  be a  violation  or  breach  of,  any of the
         monetary  terms,  provisions,   agreements,   covenants  or  conditions
         contained in Section  2.12 which  failure  shall  continue for ten (10)
         days after notice therefor by the Administrative Agent to Borrower;

                           (vi) if the Billboard Master Lease, the Lutece Master
         Lease  or  the  Canyon  Ranch  Master  Lease  shall  terminate,  or  be
         terminated,  prior to its stated  expiration  date or be surrendered by
         the Borrower  without the prior written  consent of the  Administrative
         Agent,  or if the  Borrower or the lessor  under the  Billboard  Master
         Lease, the Lutece Mater Lease or the Canyon Ranch Master Lease shall be
         in default under the Billboard Master Lease, the Lutece Master Lease or
         the Canyon Ranch Master Lease,  as applicable  (after the giving of any
         required notice and the expiration of any applicable cure period);

                           (vii) if the ESA, the REA, the Sale and  Contribution
         Agreement,  the COREA (if entered into), the FADAA, the Trademark Cross
         License   Agreement  or  the  Mall  Retainage  Escrow  Agreement  shall
         terminate, or be terminated or canceled, prior to its stated expiration
         date or if  Borrower  shall be in  default  (after  the  giving  of any
         applicable notice and the expiration of any applicable grace period) or
         any Affiliate of the Borrower shall be in monetary  default or material
         non-monetary default (after the giving of any applicable notice and the
         expiration of any applicable  grace period) under the ESA, the REA, the
         Sale and Contribution Agreement, the Trademark Cross License Agreement,
         the COREA (if entered  into),  the FADAA or the Mall  Retainage  Escrow
         Agreement,  and,  only with respect to a default by an Affiliate of the
         Borrower,  such default may  reasonably be expected to cause a Material
         Adverse Effect;

<PAGE>

                           (viii) if the  Borrower  shall  fail to pay any other
         amount  payable  pursuant to this  Agreement or any other Loan Document
         when due and  payable  in  accordance  with the  provisions  hereof  or
         thereof,  as the case may be, and such failure  continues  for ten (10)
         days after  Administrative Agent delivers written notice thereof to the
         Borrower;

                           (ix)(A)   if,  for  any   period  of   fifteen   (15)
         consecutive  days,  there  shall  not be a valid  and  subsisting  Mall
         Certificate  of  Occupancy  (as defined in the FADAA) in full force and
         effect or (B) if  Borrower  shall not use its  commercially  reasonable
         efforts  to obtain  before  February  7, 2000,  a valid and  subsisting
         Permanent Mall Certificate of Occupancy;

                           (x)  if  any   representation  or  warranty  made  by
         Borrower or the Principal  herein or in any other Loan Document,  or in
         any certificate,  financial statement or other instrument, agreement or
         document  furnished in connection with this Agreement,  any Note or any
         other Loan Document,  shall be false in any material  respect as of the
         date  such  representation  or  warranty  was  made (or  deemed  made);
         provided that, if such  representation or warranty (A) was made without
         the  Borrower or the  Principal  either  knowing  that it was false (in
         whole  or part)  and (B)  such  breach  is  susceptible  of cure by the
         Borrower,  then such breach  shall not  constitute  an Event of Default
         unless  Borrower shall fail to cure such breach within thirty (30) days
         after  notice  thereof  from the  Administrative  Agent to the Borrower
         (unless (aa) such breach also  constitutes a default that is covered by
         subsection  7.1(xxiii) hereof,  (bb) such breach is susceptible of cure
         but cannot  reasonably be cured within such thirty  (30)-day period and
         (cc) the Borrower shall have commenced to cure such default within such
         thirty  (30)-day  period and thereafter  diligently  and  expeditiously
         proceeds to cure the same,  in which case such 30-day  period  shall be
         extended to the extent  necessary  so to cure such  default  (but in no
         event  beyond one hundred  eighty  (180) days in total  (including  the
         original 30-day period));

                           (xi) if Borrower  shall fail to  observe,  satisfy or
         perform,  or there shall be a violation or breach of, any of the terms,
         provisions,   agreements,   covenants   or   conditions   contained  in
         subsections  5.1  (V)  or  if  the  amendments  to  the  organizational
         documents  for Junior  Lender that have been  approved  by  Syndication
         Agent are not filed in the appropriate governmental offices by December
         31, 1999;

                           (xii) if Borrower  shall fail to observe,  satisfy or
         perform,  or there shall be a violation or breach of, any of the terms,
         provisions,   agreements,   covenants   or   conditions   contained  in
         subsections  6.1(A),  (B), (D), (H) and/or (L) or if Borrower or Junior
         Lender shall fail to observe,  satisfy or perform, or if there shall be
         a violation or breach,  in any material  respect,  of any of the terms,
         provisions,  agreements,  covenants or conditions contained, in Section
         2.9 hereof;

                           (xiii) if the  Borrower,  the Principal or any member
         of Borrower makes a general  assignment for the benefit of creditors or
         admits in writing  its  inability  to pay its debts  generally  as they
         become due;

                           (xiv) if a receiver,  liquidator  or trustee shall be
         appointed for the Borrower, any member of Borrower or the Principal, or
         if the  Borrower,  any member of  Borrower  or the  Principal  shall be
         adjudicated a bankrupt or insolvent, or if any petition for bankruptcy,
         insolvency,   reorganization   or   arrangement   pursuant  to  federal
         bankruptcy  or  insolvency  law, or any  similar  federal or state law,
         shall be filed by or against,  consented  to, or  acquiesced in by, the
         Borrower,  any member of Borrower or the Principal or if any proceeding
         for the  dissolution  or  liquidation  of the  Borrower,  any member of
         Borrower or the Principal  shall be  instituted,  if (and only if) such
         appointment,  adjudication,  petition or proceeding was involuntary and
         not  consented  to by the  Borrower,  any  member  of  Borrower  or the
         Principal,  upon the same not being  discharged,  stayed  or  dismissed
         within ninety (90) days, or if the Borrower,  any member of Borrower or
         the  Principal  shall  generally not be paying its debts as they become
         due;

<PAGE>

                           (xv)  if  the  Borrower   attempts  to  delegate  its
         obligations or assign its rights under this Agreement, any of the other
         Loan Documents or any interest  herein or therein,  and such delegation
         or  assignment  of rights or continues or is not  corrected for 10 days
         after the  Administrative  Agent  delivers  written  notice  thereof to
         Borrower;  provided  that an Affiliate  Transfer or Permitted  Transfer
         made in  accordance  with the  provisions of this  Agreement  shall not
         constitute a Default or Event of Default;

                           (xvi) if the Borrower or the Managing Member shall no
         longer be a Single-Purpose  Entity and/or the Borrower or any member in
         Borrower shall no longer be a duly formed and validly  existing  entity
         of the type required under this Agreement;

                           (xvii) if any Loan Document shall cease to be in full
         force and effect or if any party  thereto  (other than any Agent or any
         Lender) shall  repudiate any Loan  Document or any  provision,  term or
         condition thereof (in whole or in part) or allege the same in writing;

                           (xviii)  if the  Borrower  shall  be in  monetary  or
         material  non-monetary  default  beyond any notice or grace period,  if
         any,  (i)  under  any  other  mortgage,  deed of trust  or  other  Lien
         (including,  without limitation,  any deed of trust securing the Junior
         Loan)  without  regard to its  priority  relative  to the Deed of Trust
         and/or (ii) under any document,  instrument or certificate  relating to
         any such  mortgage,  deed of trust or  other  Lien or  relating  to any
         indebtedness (including, without limitation, any Junior Loan Document);
         provided that, solely with respect to unsecured indebtedness, Equipment
         Leases and  Equipment  Financings,  monetary or  material  non-monetary
         defaults with respect  thereto shall not constitute an Event of Default
         hereunder  unless  (x)  the  aggregate  principal  amount  of all  such
         indebtedness  and  obligations  with  respect to the same shall  exceed
         $750,000 and (y) the  holder(s) of  unsecured  indebtedness,  Equipment
         Leases and/or Equipment Financings, as applicable, shall have commenced
         the  taking of  Enforcement  Action  (as  defined  in the  Junior  Loan
         Subordination  Provisions) with respect thereto; provided further that,
         an  event  of  default  under  the  Junior  Loan  Documents  shall  not
         constitute  an Event of  Default  hereunder  so long as both the Junior
         Lender and Borrower shall be in compliance  with the terms,  provisions
         and  conditions  of this  Agreement  and of the  Junior  Loan  Transfer
         Restrictions and the Junior Loan Subordination  Provisions  (including,
         without  limitation,  the  Junior  Lender's  covenant  not to take  any
         Enforcement  Action  (as  defined  in  the  Junior  Loan  Subordination
         Provisions);

                           (xix) if one or more  judgments  or decrees  shall be
         entered  against the Borrower  involving  in the  aggregate a liability
         (not fully covered by insurance  maintained by Borrower) of $250,000 or
         more and all such  judgments  or decrees  shall not have been  vacated,
         discharged,  stayed or bonded  pending  appeal  within 60 days from the
         entry thereof;

                           (xx) if the Borrower  consummates a transaction which
         would cause any Agent's or any Lender's  rights  under this  Agreement,
         any  Note  or any  other  Loan  Document  to  constitute  a  non-exempt
         prohibited  transaction under ERISA or result in a violation of a state
         or local statute  regulating  government  plans subjecting any Agent or
         any Lender to material liability for a violation of ERISA or a state or
         local statute;

                           (xxi) any  event or  condition  shall  occur or exist
         with respect to any Plan or  Multiemployer  Plan  concerning  which the
         Borrower   is  under  an   obligation   to  furnish  a  report  to  the
         Administrative  Agent in accordance with Section 5.1(V) hereof and as a
         result of such event or condition,  together with all other such events
         or conditions,  the Borrower or any ERISA  Affiliate has incurred or in
         the opinion of the Administrative Agent is reasonably likely to incur a
         liability to a Plan, a Multiemployer  Plan, the PBGC, or a Section 4042
         trustee (or any combination of the foregoing) that is reasonably likely
         to cause a Material Adverse Effect;

                           (xxii)  without  limiting the  generality  of Section
         6(e) of the Deed of Trust,  if  Borrower  shall fail to comply with the
         provisions  of Section  6(e) of the Deed of Trust  with  respect to the
         mechanics"  liens and other similar liens,  if any, listed in the Title
         Insurance Policy;

                            (xxiii)  if  Managing  Member  shall not be the sole
         managing member of Borrower (i) on the Closing Date (immediately  after
         the funding of the Loan) and/or (ii) at any time thereafter  (except as
         otherwise permitted under the express terms of this Agreement);

<PAGE>

                           (xxiv) if the Borrower shall fail to observe, satisfy
         or  perform,  or there  shall be a  violation  or breach of, any of the
         other terms,  provisions,  agreement,  covenants or  conditions of this
         Agreement,  any Note, the Deed of Trust or any other Loan Document, for
         thirty (30) days after notice from the Administrative Agent;  provided,
         however,  that if such  default  is  susceptible  of  cure  but  cannot
         reasonably be cured within such thirty (30)-day period and the Borrower
         shall have commenced to cure such default  within such thirty  (30)-day
         period and thereafter diligently and expeditiously proceeds to cure the
         same,  such 30-day period shall be extended to the extent  necessary so
         to cure such default  (but in no event beyond one hundred  eighty (180)
         days  in  total  (including  the  original  30-day  period));  provided
         further,  that any default  that can be cured  solely by the payment of
         money  shall be  cured  within  ten (10)  days  after  notice  from the
         Administrative Agent;

                  then,  upon  the  occurrence  of  any  Event  of  Default  the
provisions of Section 7.2 shall apply.

                  Section  7.2.  Remedies.  Upon the  occurrence  of an Event of
Default,  if (i) such  Event of  Default  is an Event of  Default  specified  in
subsection  7.1(xiii)  or  (xiv),  then  automatically  the Loan  (with  accrued
interest thereon) and the rest of the Indebtedness  shall immediately become due
and payable and (ii) if such Event of Default is any other Event of Default,  if
so directed by the Required Lenders in writing, the Administrative Agent (to the
extent the  Administrative  Agent shall be so directed  pursuant to such written
directions),  by notice to the  Borrower,  shall  declare the Loan (with accrued
interest  thereon) and the rest of the  Indebtedness  to be immediately  due and
payable,  whereupon  the same  shall  immediately  become  due and  payable.  In
addition,  upon the occurrence of an Event of Default,  without prejudice to any
other rights, powers,  remedies available to any Agent or any Lender against the
Borrower,  the Principal and all other Persons under any Loan  Documents,  or at
law  or in  equity,  the  Collateral  Agent,  in  accordance  with  the  written
directions of the Required  Lenders,  shall enforce any and all Liens including,
without  limitation,  all rights and  interests  existing  under the  Collateral
Security Instruments.

                  Section  7.3.  Remedies  Cumulative.  The  rights,  powers and
remedies of the Agents and the Lenders under this Agreement  shall be cumulative
and not  exclusive  of any other  right,  power or remedy which any Agent or any
Lender may have  against  the  Borrower  or any other  Person  pursuant  to this
Agreement  or the  other  Loan  Documents,  or  existing  at law or in equity or
otherwise  and  may be  exercised  whether  or not  all  or any  portion  of the
Indebtedness shall become, or shall be declared, due and payable. The Agents and
the Lenders' rights, powers and remedies may be pursued singly,  concurrently or
otherwise,  at such time and in such order as the Required Lenders may determine
in their or its,  as  applicable,  sole  discretion.  No  delay or  omission  to
exercise  any remedy,  right or power  accruing  upon an Event of Default  shall
impair  any such  remedy,  right or  power  or  shall be  construed  as a waiver
thereof,  but any such remedy, right or power may be exercised from time to time
and as often as may be deemed  expedient.  A waiver of any  Default  or Event of
Default shall not be construed to be a waiver of any subsequent Default or Event
of Default or to impair any remedy, right or power consequent thereon.

                                  ARTICLE VIII.

                       RELATIONSHIP BETWEEN TRUST PROPERTY

                              AND PHASE II OF MALL

                  Section 8.1. Notice  Regarding  Construction of Mall Phase II.
If  Borrower  shall  desire  for Mall Sub II to  construct  Mall Phase II and to
connect  the same to Mall  Phase I,  then  Borrower  shall  give  notice  to the
Administrative Agent of such proposed construction, together with a draft of the
COREA.  Prior to  commencement of construction of Mall Phase II, a COREA that is
approved by the Administrative  Agent must be executed and delivered by Borrower
and Mall Sub II.

<PAGE>

                  Section 8.2. Lender Approval Right with respect to the COREA .
The approval of the  Administrative  Agent will be required  with respect to the
COREA. The Administrative  Agent will not unreasonably  withhold its approval of
the COREA if, as of the date upon which the parties execute the COREA (the "Test
Date"),  the  Approval  Criteria  are  satisfied.  If, as of the Test Date,  the
Approval Criteria are not satisfied,  then (x) the Administrative Agent shall be
entitled to grant or  withhold  its  approval,  in its sole  discretion,  to any
portions or  provisions  of the COREA  relating to the  management or leasing of
Phase I Mall and Phase II Mall, (y) without  limiting the  foregoing,  the COREA
shall  provide  that at any time  that an  Event of  Default  shall  exist,  the
Administrative  Agent shall have sole  discretion  over the  appointment  of the
property  manager for the entire  integrated mall and over leasing plans for the
entire integrated mall (such provision,  the "Lender  Determination  Provision")
and (z) Lender will not  unreasonably  withhold its approval of the remainder of
the COREA;  provided that, if the Approval Criteria shall be satisfied as of any
given date that  occurs  after the Test  Date,  then,  at such time,  the Lender
Determination  Provision of the COREA shall be deleted. If the Approval Criteria
shall be satisfied,  and the parties thereto execute and deliver a COREA,  then,
thereafter,  Borrower shall be entitled to make such changes to the COREA that a
Commercially  Reasonable Owner would make so long as such changes are not likely
to result in a Material Adverse Effect. Borrower shall furnish to Administrative
Agent, promptly upon request therefor by the Administrative Agent made from time
to time,  and as a condition  precedent to  Administrative  Agent's  obligations
under this Article VIII, all rent information,  Leases and information regarding
the  creditworthiness of tenants that the Administrative  Agent shall reasonably
request to determine whether the Approval  Criteria are satisfied.  It will also
be a condition  precedent to the  commencement  of construction of Mall Phase II
that the Administrative Agent receive a substantive  non-consolidation  opinion,
in  form  and  substance,   and  from  counsel,   reasonably   satisfactory   to
Administrative Agent and its counsel, with respect to Mall Sub I, its Affiliates
and Mall Sub II. Administrative Agent must be executed and delivered by Borrower
and Mall Sub II.

                  Section 8.3. Design Materials . Promptly upon request therefor
by the Administrative  Agent, Borrower shall furnish to the Administrative Agent
such materials as the Administrative Agent shall reasonably require to determine
whether the  requirements  regarding design of the Phase I Mall and the Phase II
Mall set  forth in the  Approved  COREA  will be  satisfied.  If such  materials
disclose  that such design  requirements  will not be  satisfied,  then Borrower
shall cause such  changes to be made as are  necessary so that the design of the
Phase  I Mall  and the  Phase  II  Mall  will  satisfy  such  requirements.  The
Administrative  Agent's review of such materials shall create no  responsibility
or  liability  on behalf of the  Administrative  Agent or any  Lender  for their
completeness, design, sufficiency or their compliance with Legal Requirements or
Insurance Requirements.

                                   ARTICLE IX.
                                   THE AGENTS

                  Section 9.1. Appointment and Authorization of the Agents. Each
Lender hereby  appoints and  designates  Scotiabank,  as  Administrative  Agent,
Scotiabank,  as Collateral  Agent, and GSMC, as Syndication  Agent,  each Lender
hereby  authorizes  each such Agent to take such action on its behalf  under the
provisions of this  Agreement and the other Loan  Documents and to exercise such
powers and perform such duties as are expressly  delegated to it by the terms of
this  Agreement  or any other Loan  Document,  together  with such powers as are
reasonably  incidental thereto and, to the extent such consent is required under
this  Agreement,  the Borrower  hereby  consents to the appointment of each such
Agent.  The  Syndication  Agent shall have no  responsibilities  or  obligations
except as expressly provided in the Loan Documents.

<PAGE>

                  Section 9.2. Agents and their Affiliates.  GSMC and Scotiabank
(and each other Person that may hereafter serve as an Agent),  and each of their
respective  Affiliates,  may make  loans to,  issue  letters  of credit  for the
account of, accept  deposits  from,  acquire  equity  interests in and generally
engage in any kind of banking,  trust,  financial  advisory,  or other  business
with, Borrower,  the Principal and/or their respective Affiliates as though GSMC
or  Scotiabank  (or such other  Person) were not an Agent  hereunder and without
notice to or consent of the Lenders.  The Lenders  acknowledge  that pursuant to
such  activities,  GSMC  Scotiabank,  such other Person and/or their  respective
Affiliates may receive information  regarding Borrower,  the Principal and their
respective   Affiliates   (including   information   that  may  be   subject  to
confidentiality  obligations  in favor of Borrower,  the  Principal  and/or such
Affiliates)  and that GSMC  Scotiabank or any such other Person may be deemed to
be an Affiliate of Borrower,  the Principal and/or any Affiliate of either,  and
acknowledge that GSMC, Scotiabank and their respective Affiliates shall be under
no obligation to provide such  information  to the Lenders.  With respect to the
Loan  Advance(s)  made by it, GSMC and Scotiabank (and any other Lender that may
hereafter  serve as an Agent)  shall have the same rights and powers  under this
Agreement as any other Lender and may  exercise or refrain from  exercising  the
same as  though  each of them  were not an Agent,  and the  terms  "Lender"  and
"Lenders"  shall  include  GSMC and  Scotiabank  (and any other  Lender that may
hereafter serve as an Agent), in its individual capacity.

                  Section 9.3. Consultation with Experts. Each Agent may consult
with legal counsel, independent public accountants and other experts selected by
it and shall not be liable for any action  taken or omitted to be taken by it in
good  faith in  accordance  with the  advice  of such  counsel,  accountants  or
experts. If any Person shall be both an "Agent" and a "Lender"  hereunder,  then
nothing  contained in this Article IX shall be deemed to  constitute a waiver of
the rights,  if any,  that  Borrower  has against such Person in its capacity as
"Lender" under this Agreement.

                  Section 9.4. Liability of Agent.  Neither any Agent nor any of
its partners nor Affiliates nor any of their respective directors, shareholders,
members, officers, agents or employees (collectively,  "Agent Parties") shall be
liable for any action taken or not taken by it in  connection  herewith (i) with
the consent or at the request of the Required  Lenders in  situations  in which,
pursuant to the terms of the Loan Documents, such Agent Party is required to act
(or to refrain from acting) in accordance  with the consent or at the request of
the Required Lenders (or, when expressly required hereby,  such different number
of Lenders required to consent to or request such action or inaction) or (ii) in
the absence of its own gross negligence or willful misconduct. Neither any Agent
nor any of its  Agent  Parties  shall  be  responsible  for or have  any duty to
ascertain, inquire into or verify (i) any statement,  warranty or representation
made in  connection  with this  Agreement or any borrowing  hereunder;  (ii) the
performance  or  observance  of any of the covenants or agreements of any Person
(other than such Agent);  (iii) the  satisfaction of any condition to the making
of any Loan Advance,  except  receipt of items  required to be delivered to such
Agent;  or (iv) the validity,  effectiveness,  enforceability  or genuineness of
this Agreement,  the Notes or any other Loan Document or other writing furnished
in connection herewith. No Agent shall incur any liability by acting in reliance
upon any notice, consent, certificate, statement, or other writing (which may be
a Lender wire, telex,  facsimile transmission or similar writing) believed by it
to be genuine or to be signed by the proper party or parties.  Without  limiting
the generality of the  foregoing,  the use of the term "agent" in this Agreement
with  reference to any Agent is not  intended to connote any  fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable
law.  Instead,  such term is used  merely as a matter  of market  custom  and is
intended  to create  or  reflect  only an  administrative  relationship  between
independent  contracting parties. Each Agent shall be fully justified in failing
or refusing to take any action under this  Agreement or any other Loan  Document
unless it shall first be indemnified to its  satisfaction by the Lenders against
any and all liability and expense that may be incurred by it or any other of its
Agent Parties by reason of taking or  continuing to take any action.  Each Agent
shall in all cases be fully  protected in acting,  or in refraining from acting,
under this  Agreement  and the other  Loan  Documents  and any  action  taken or
failure to act pursuant  hereto or thereto shall be binding upon all the Lenders
and all future holders of the Notes.  If any Person shall be both an "Agent" and
a "Lender" hereunder,  then nothing contained in this Article IX shall be deemed
to  constitute a waiver of the rights,  if any,  that  Borrower has against such
Person in its capacity as "Lender" under this Agreement.

<PAGE>

                  Section 9.5. Notice of Default;  Action after Default or Event
of Default.  (a) No Agent shall be deemed to have any knowledge or notice of the
occurrence  of any Default or Event of Default,  except that the  Administrative
Agent  shall be deemed to have such  knowledge  or notice  (i) with  respect  to
defaults in the payment of  principal,  interest and fees required to be paid to
the  Administrative  Agent  for  the  account  of the  Lenders  and  (ii) if the
Administrative  Agent  shall have  received  notice  from any other  Agent,  any
Lender,  Borrower or the Principal  referring to the  applicable  Loan Document,
describing  such  Default or Event of Default and stating  that such notice is a
"notice  of  default"  (and the  Collateral  Agent  shall be deemed to have such
knowledge if so informed by the  Administrative  Agent).  If the  Administrative
Agent receives such notice,  the  Administrative  Agent shall promptly give such
notice to the other Agents and to the Lenders.  The Administrative Agent and the
Collateral Agent shall take (or refrain from taking) such action with respect to
each  Default or Event of  Default as shall be  requested,  in  writing,  by the
Required Lenders. Notwithstanding anything to the contrary contained in any Loan
Document,  if any term or provision of any Loan  Document  shall provide that an
Agent  shall be  required or  permitted  to take any action (or to refrain  from
taking any action) "at the direction of the Required  Lender" or "in  accordance
with the instructions of the Required  Lenders" (or other comparable  language),
then it shall be deemed  that the  phrase  in  question  reads  "at the  written
direction  of  the  Required   Lenders"  or  "in  accordance  with  the  written
instructions of the Required Lenders" (or other comparable language).

                  (a)(b) No Lender (in its  capacity  as Lender)  shall take any
enforcement  action  against  the  Borrower,  the  Principal  or any  collateral
securing the Indebtedness (including, without limitation, the Trust Property) or
any portion thereof or exercise any of the other rights or remedies available to
such Lender under the Loan  Documents  or otherwise  available to such Lender in
connection  with the Loan at law or in equity without first  obtaining the prior
written  consent of the Required  Lenders.  The  provisions  of the  immediately
preceding sentence shall be enforceable solely by the Lenders and the Agents and
shall not be enforceable by the Borrower, the Principal, any Affiliate of either
or any other Person (other than the Lenders and the Agents).

                  Section 9.6. Delegation of Duties. Notwithstanding anything to
the  contrary  contained  herein,  each Agent (a) may  execute any of its duties
under the Loan Documents by or through  agents,  employees or  attorneys-in-fact
and shall be entitled to advice of counsel  concerning all matters pertaining to
such duties and (b) shall not be responsible for the negligence or misconduct of
any agents or  attorneys-in-fact  selected by it with reasonable care;  provided
that,  with respect to any Person that is proposed to be an agent referred to in
this  Section  9.6,  if no Event of Default  shall then  exist,  (i) unless such
proposed agent shall be a Lender,  an affiliate of GS&Co.  or a Qualified  Bank,
such  proposed  agent  shall be subject  to the  Borrower's  consent  (not to be
unreasonably withheld or delayed) and (ii) if, at the time of the appointment of
any such  proposed  agent,  such  proposed  agent shall be a  Competitor,  then,
without the Borrower's consent,  such Competitor shall not be permitted to serve
as an agent under this  Section  9.6;  provided  that the Lenders and the Agents
shall be entitled to rely on a written statement from such a proposed agent that
it is not a Competitor (without making any further inquiry or investigation) and
no Lender and no Agent shall be liable to the Borrower or to any other Person if
such an agent shall in fact be a Competitor  notwithstanding  the fact that such
agent delivered such a written statement.

                  Section 9.7.  Indemnification.  Each Lender shall,  ratably in
accordance with the principal  amount of its Note,  indemnify each Agent and its
Agent Parties (to the extent not reimbursed by the Borrower and without limiting
any  obligation  of  Borrower to do so)  against  any cost,  expense  (including
reasonable counsel fees, expenses and disbursements),  claims, demands, damages,
penalties,  actions,  judgments, suits, actions, losses and liability (except to
the extent the same results solely from such  indemnitee's  gross  negligence or
willful misconduct) that any such indemnitee may suffer or incur, or that may be
imposed upon or asserted against any such indemnitee,  in connection with, or in
any way relating to or arising out of, this  Agreement,  any other Loan Document
or any documents,  information or  certificates  contemplated  by or referred to
herein or  therein  or the  transactions  contemplated  hereby or thereby or any
action  taken or omitted by such Agent  under or in  connection  with any of the
foregoing. Without limitation of the foregoing, each Lender shall reimburse each
Agent upon  demand (to the extent  such Agent is not  reimbursed  upon demand by
Borrower,  unless such Agent is legally  restricted from making such demand upon
Borrower),  in which case such Agent  shall not be  required to make such demand
upon  Borrower)  for its  ratable  share  of any  expenses  (including,  without
limitation,  reasonable  attorneys'  fees and expenses,  excluding the allocated
fees of  in-house  counsel)  incurred  by such  Agent  in  connection  with  the
preparation,  execution, delivery,  administration,  modification,  amendment or
enforcement (whether through  negotiations,  legal proceedings or otherwise) of,
or legal advice in respect of rights or  responsibilities  under this, any other
Loan  Document,  or any  document  contemplated  by or referred to herein to the
extent that such Agent is not  reimbursed  for such  expenses  by the  Borrower.
Without  limiting the  generality  of the  foregoing,  if the  Internal  Revenue
Service or any  authority of the United States or other  jurisdiction  asserts a
claim that any Agent did not  properly  withhold tax from amounts paid to or for

<PAGE>

the account of a Lender (because the  appropriate  form was not delivered or was
not properly  executed,  or because such Lender failed to notify such Agent of a
change in  circumstances  which  rendered the  exemption  from, or reduction of,
withholding  tax  ineffective,  or for any  other  reason),  such  Lender  shall
indemnify such Agent fully for all amounts paid, directly or indirectly, by such
Agent as tax or otherwise,  including penalties and interest,  and including any
taxes  imposed by any  jurisdiction  on the amounts  payable to such Agent under
this Section,  together with all costs,  expenses and reasonable attorneys' fees
(including  allocated costs for in-house legal services).  This subsection,  and
the Lenders'  obligations  under this Section,  shall survive the payment of the
Notes and all other amounts payable under the Loan Documents.

                  Section 9.8. Non-Reliance on Agent and Other Lenders. (a) Each
Lender  acknowledges  that it has,  independently  and without reliance upon any
Agent or any other Lender, and based on such documents and information as it has
deemed  appropriate,  made its own credit  analysis and its own appraisal of and
investigation  into the  business,  operations,  property,  financial  and other
condition and  creditworthiness of Borrower,  the Principal and their respective
Affiliates  and its own  decision  to enter  into this  Agreement.  Each  Lender
further   acknowledges  and  agrees  that  no  Lender  or  Agent  has  made  any
representation  or warranty in connection  with,  and no Lender or Agent assumes
any  responsibility  with  respect  to (i) the  execution,  legality,  validity,
enforceability, genuineness, sufficiency or value of the Loan Commitment Letter,
the  Tri-Party  Agreement  (as  defined  in the Loan  Commitment  Letter),  this
Agreement, any other Loan Document or any other instrument,  document,  material
or  information  furnished  in  connection  herewith  or  therewith,   (ii)  any
statements, warranties or representations made in or in connection with the Loan
Commitment  Letter,  the Tri-Party  Agreement,  this  Agreement,  any other Loan
Documents or any other instrument,  document,  material or information furnished
in connection herewith or therewith, or (iii) the solvency, financial condition,
financial statements or projections of the Borrower,  the Principal or any other
Person or the  performance  or observance by the Borrower,  the Principal or any
other Person of any of its  obligations  under the Loan Commitment  Letter,  the
Tri-Party  Agreement,  this  Agreement,  any other Loan  Document,  or any other
instrument,  document,  material or information furnished in connection herewith
and therewith.  Each Lender also  acknowledges  that it will,  independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem  appropriate at the time,  continue to make its
own credit decisions and to make such appraisals and  investigations as it deems
necessary to inform itself as to the business,  operations,  property, financial
and other  condition and  creditworthiness  of the  Principal,  the Borrower and
their respective  Affiliates,  in taking or not taking any action under any Loan
Document or otherwise in connection with the Loan. Each Agent agrees promptly to
furnish  to  each  Lender   copies  of  all  financial   statements   and  other
certificates,  reports,  papers,  documents and Notices received by it under the
Loan  Documents in its  capacity as Agent;  provided  that if any Loan  Document
shall  provide for copies of any of the  foregoing to be  furnished  both to the
Syndication  Agent  and to any other  Agent or  Agents,  then  only  such  other
Agent(s),  and not the Syndication  Agent, shall be required to furnish the same
to the  Lenders.  Except as  otherwise  provided  in the  immediately  preceding
sentence and except for financial  statements and other  certificates,  reports,
papers, documents and Notices, if any, expressly required to be furnished to the
Lenders by any Agent hereunder,  no Agent shall have any duty or  responsibility
to  provide  any  Lender  with any credit or other  information  concerning  the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of Borrower, the Principal or any of their Affiliates.

                  (a)For purposes of determining  compliance with the conditions
specified in Article III hereof,  with respect to each Loan Advance requested by
the Borrower in accordance with the terms hereof,  each Lender that has executed
this  Agreement or that becomes a Lender after the Closing Date shall be deemed,
by execution of this  Agreement or by so becoming a Lender,  as the case may be,
to have consented to, approved,  accepted and be satisfied with each document or
other  matter  required  thereunder,  if any,  required  to be  consented  to or
approved  by or  acceptable  or  satisfactory  to  such  Lender  as a  condition
precedent to such Loan Advance,  unless an officer of the  Administrative  Agent
responsible for the  transactions  contemplated by the Loan Documents shall have
received  notice  from  such  Lender  prior  to the  applicable  Borrowing  Date
specifying its objection  thereto and either such objection  shall not have been
withdrawn  by notice to the  Administrative  Agent to that effect or such Lender
shall not have made available to the Administrative  Agent such Lender's ratable
portion of such Loan Advance.

<PAGE>

            Section  9.9.  Successor  Agents.  Each of the  Administrative
Agent and the  Collateral  Agent may be removed by the Required  Lenders with or
without  cause upon  thirty  (30) days'  prior  notice to the Lenders and to the
Agents,  and any Agent may resign from the  performance of all of its duties and
responsibilities under the Loan Documents upon thirty (30) days' prior notice to
the  Lenders,  the other  Agents and  Borrower.  Upon the giving of either  such
notice,  the Required  Lenders shall appoint a successor  Administrative  Agent,
Syndication Agent or Collateral Agent, as the case may be, for the Lenders. Each
of the Agents and the Lenders further  acknowledges  that Paragraph 5(a) of that
certain Co-Lender and Retained Interest Agreement dated as of the date hereof by
and  among  (a)  GSMC,  in its  capacity  as  Syndication  Agent  under the Loan
Documents, (b) Scotiabank, (i) in its capacity as Administrative Agent under the
Loan  Documents  and (ii) in its  capacity  as  Collateral  Agent under the Loan
Documents, (c) the Lenders from time to time parties hereto and (d) GSMC, in its
capacity as the holder of the Strip (as defined therein)  contains an additional
provision   regarding   the  removal  of  the   Collateral   Agent   and/or  the
Administrative  Agent by the  certain  of the  Lenders.  If,  in the case of the
resignation of an Agent, no successor Administrative Agent, Syndication Agent or
Collateral  Agent,  as the case may be, is appointed prior to the effective date
of the  resignation  of such retiring  Agent,  the retiring Agent shall appoint,
after consulting with the Lenders, a successor Agent in such capacity.  Upon the
acceptance of its appointment as successor Agent in such capacity  hereunder,  a
successor  Agent  shall  succeed  to all the  rights,  powers  and duties of the
retiring or removed Agent in such capacity, and the term "Administrative Agent",
"Syndication  Agent" or "Collateral  Agent", as the case may be, shall mean such
successor  Administrative  Agent,  Syndication Agent or Collateral Agent, as the
case may be, and the retiring or removed  Agent's  rights,  powers and duties as
Agent in such capacity  shall be  terminated.  The provisions of this Article IX
shall  continue to inure to the  benefit of the Agent that has  resigned or been
removed  as to any  actions  taken or  omitted to be taken by it while it was an
Agent under this Agreement.  If no successor  Agent has accepted  appointment as
Agent in the applicable  capacity by the date that is thirty (30) days following
a retiring  Agent's notice of  resignation or receipt of notice of removal,  the
retiring Agent's  resignation or removal shall nevertheless be effective and the
Lenders shall perform all of the duties of such Agent hereunder until such time,
if any, as the Required  Lenders  appoint a successor  Agent in such capacity as
provided above. Notwithstanding the foregoing, if no Event of Default shall then
exist, (i) unless a successor Agent shall be a Lender, an affiliate of GS&Co. or
a  Qualified  Bank,  each  successor  Agent  shall be subject to the  Borrower's
consent (not to be unreasonably withheld or delayed) and (ii) if, at the time of
the appointment of any proposed  successor Agent, such proposed  successor Agent
shall be a Competitor,  then,  without the Borrower's  consent,  such Competitor
shall not be  permitted  to serve as such  successor  Agent;  provided  that the
Lenders and the Agents shall be entitled to rely on a written  statement  from a
proposed successor Agent that it is not a Competitor (without making any further
inquiry  or  investigation)  and no Lender  and no Agent  shall be liable to the
Borrower  or to any  other  Person  if an  successor  Agent  shall  in fact be a
Competitor  notwithstanding  the fact that such successor Agent delivered such a
written statement.

                  Section 9.10.  Standard of Care of the  Collateral  Agent etc.
(a) The Collateral Agent agrees for the benefit of the Lenders that it will hold
the Collateral Security Instruments as custodian and shall handle the Collateral
Security Instruments in accordance with Accepted Practices and the provisions of
this Agreement.

                  (a)(b) The Collateral  Agent shall not be required to take any
discretionary  actions  hereunder except at the written direction of an Agent or
the Required Lenders.  The Collateral Agent shall not be under any obligation or
duty to perform any act which, in the Collateral  Agent's  reasonable  judgment,
could cause it to incur  expense or liability or to institute or defend any suit
in  respect  thereof,  or  to  advance  any  of  its  own  monies,   unless  the
Administrative  Agent, one or more of the Lenders, or the Borrower,  as the case
may be,  shall have  offered to the  Collateral  Agent  reasonable  security  or
indemnity against such expense, liability, suit or advance. <PAGE>

                  (c) Without  duplication of amounts  payable to the Collateral
Agent under Section 5.1 (J) hereof, Borrower and the Lenders shall indemnify and
hold the  Collateral  Agent,  and its agents,  employees,  officers,  directors,
attorneys  and  Affiliates  harmless  from and against any loss,  cost or damage
(including,  without limitation,  reasonable  attorneys' fees and disbursements)
incurred  by  the  Collateral   Agent  in  connection   with  the   transactions
contemplated  hereby,  excluding any loss, cost or damage arising as a result of
the Collateral  Agent's  failure to adopt and follow Accepted  Practices,  gross
negligence, fraud, bad faith, willful misconduct or violation of applicable law.
The   indemnification   set  forth  in  this  Section  9.10  shall  survive  the
satisfaction  and  payment  of the  Indebtedness  and  the  termination  of this
Agreement.

<PAGE>

                  (d) The Collateral  Agent may deem and treat the payees of the
Notes as the  owners  thereof  for all  purposes  unless  a  written  notice  of
assignment,  negotiation  or  transfer  thereof  shall  have been filed with the
Collateral Agent.

                  Section   9.11.   Agents'  Fees.  In  addition  to  all  other
Transaction  Costs payable under this  Agreement,  the Borrower shall pay to the
Administrative Agent for its own account, the amounts and at the times set forth
in that certain letter agreement dated November 29, 1999 among Scotiabank,  GSMC
and Borrower.

                  Section 9.12.  Lender  Commitment  Letters.  The provisions of
this Article 9 are in addition to, and do not supersede, any acknowledgments and
waivers of the applicable  Lender  contained in the commitment  letter,  if any,
delivered  by  any  Lender  pursuant  to  that  certain  Confidential   Offering
Memorandum  dated November 1999 furnished by GSMC with respect to a $105 Million
Floating-Rate  Senior Loan to Grand  Canal  Shops  Mall,  LLC Secured by a First
Mortgage Lien in The Grand Canal Shoppes (each a "Co-Lender Commitment Letter"),
which  acknowledgments and waivers shall survive the Closing and the Assignment,
if any,  to such  Lender.  Furthermore,  the other  provisions,  if any,  of the
Co-Lender  Commitment Letter from Scotiabank to GSMC that, by the terms thereof,
are to be performed after the Closing,  shall survive the Closing for the period
specified in such Co-Lender Commitment Letter.

                                   ARTICLE X.

                                  MISCELLANEOUS

                  Section   10.1.   Survival.    All   covenants,    agreements,
representations  and warranties  made herein and in the  certificates  delivered
pursuant hereto shall survive the execution and delivery of this Agreement,  the
making by the Lenders of the Loan  hereunder  and the  execution and delivery by
the Borrower to the Lenders of the Notes.  Whenever in this Agreement any of the
parties  hereto is referred  to, such  reference  shall be deemed to include the
successors and assigns of such party. All covenants,  promises and agreements in
this Agreement  contained,  by or on behalf of the Borrower,  shall inure to the
benefit of the respective  successors and assigns of the Agents and the Lenders.
Nothing in this  Agreement  or in any other Loan  Document,  express or implied,
shall give to any Person other than the parties and the holder of any Note,  the
Deed of Trust and the other Loan  Documents,  and their  legal  representatives,
successors and assigns,  any benefit or any legal or equitable right,  remedy or
claim hereunder.

                  Section 10.2. Lender's  Discretion.  Whenever pursuant to this
Agreement, any Agent or any Lender exercises any right given to it to approve or
disapprove (or consent or withhold consent), or any arrangement or term is to be
satisfactory  to any Agent or any  Lender,  the  decision  of such Agent or such
Lender, as applicable, to approve or disapprove (or consent or withhold consent)
or to decide whether  arrangements or terms are satisfactory or not satisfactory
shall  (except as is  otherwise  specifically  herein  provided)  be in the sole
discretion of such Agent or such Lender,  as applicable,  and shall be final and
conclusive.

                  Section 10.3. Governing Law. (a) This Agreement was negotiated
in New York, and made by the Agents and the Lenders  initially  named herein and
accepted by the Borrower in the State of New York, and the proceeds of the Notes
delivered  pursuant hereto were disbursed from New York, which State the parties
agree  has a  substantial  relationship  to the  parties  and to the  underlying
transaction embodied hereby, and in all respects (including, without limitation,
matters of  construction,  validity and  performance),  this  Agreement  and the
obligations  arising hereunder shall be governed by, and construed in accordance
with,  the laws of the  State  of New  York  applicable  to  contracts  made and
performed in such State and any applicable law of the United States of America.

                  (a)(b) Any legal suit, action or proceeding against any Agent,
any Lender or the Borrower  arising out of or relating to this  Agreement may be
instituted  in any federal or state court in New York,  New York.  The  Borrower
hereby (i)  irrevocably  waives,  to the fullest extent  permitted by applicable
law, any objection  which it may now or hereafter have to the laying of venue of
any such suit,  action or proceeding  brought in such a court and any claim that
any such proceeding  brought in such a court has been brought in an inconvenient
forum, and (ii)  irrevocably  submits to the  non-exclusive  jurisdiction of any
such court in any such suit,  action or  proceeding.  The  Borrower  does hereby
designate and appoint  Prentice-Hall  Corporation System, Inc. as its authorized
agent to accept and  acknowledge  on its behalf  service of any and all  process
which may be served in any such suit,  action or  proceeding  in any  federal or
state court in New York,  New York, and agrees that service of process upon said
agent with a copy to the Borrower at its principal executive offices,  mailed or
delivered  to the  Borrower in the manner  provided  herein,  shall be deemed in
every respect effective service of process upon the Borrower,  in any such suit,
action or  proceeding  in the State of New York.  The  Borrower  (i) shall  give

<PAGE>

prompt  notice  to the  Administrative  Agent  of  any  changed  address  of its
authorized agent hereunder, (ii) may at any time and from time to time designate
a substitute authorized agent with an office in New York, New York (which office
shall be  designated  as the address for  service of  process),  and (iii) shall
promptly  designate such a substitute if its authorized  agent ceases to have an
office in New York, New York or is dissolved without leaving a successor

                  Section 10.4.  Modification,  Waiver in Writing. Any provision
of  this  Agreement  or the  other  Loan  Documents  may be  modified,  amended,
extended,   discharged  or  terminated  if,  but  only  if,  such  modification,
amendment,  extension,  discharge or  termination is in writing and is signed by
the  Borrower  and the  Required  Lenders (or signed by an Agent acting on their
behalf, and at their direction,  pursuant hereto) and by any Agent whose rights,
responsibilities or obligations would be affected thereby; provided that no such
modification,  amendment or extension  shall,  unless signed by all the Lenders,
(i) extend the scheduled  maturity  (including,  without  limitation,  the final
maturity) of the Loan, reduce the rate or extend the time of payment of interest
or  fees  under  this  Agreement   (other  than  as  a  result  of  waiving  the
applicability  of any  post-default  increase  in  interest  rate) or  reduce or
increase  the  principal  amount  of the Loan or the  Lenders'  respective  Loan
Commitment  Percentages,  (ii) release the  Principal of any of its  obligations
under the Loan  Documents to which it is a party,  (iii) change any provision of
any Loan Document providing for pro rata payments to the Lenders,  (iv) amend or
modify any provision of this Section 10.4 or Sections  2.8(a),  2.13, 2.14, 7.1,
10.9 or 10.26, (v) reduce any percentage  specified in, or otherwise modify, the
definition of Required  Lenders,  (vi) consent to the  assignment or transfer by
Borrower  of any of its  rights or  obligations  under (or in  respect  of) this
Agreement  (provided  that the  foregoing  shall not be construed to require any
Lender's  consent to an  Affiliate  Transfer,  merger or  consolidation  made in
accordance with the provisions of this Agreement),  (vii) forgive the payment of
any  principal  or  interest  due in respect of the Loan,  (viii)  increase  the
principal  amount of the Loan or (ix) release any guaranties or other collateral
securing the Loan,  except as otherwise  required in any of the Loan  Documents.
Furthermore,  if all Lenders and the affected Agent shall so agree,  all Lenders
and  such  Agent   (without  the  consent  or  approval  of,  and  without  such
modification,  amendment,  termination or waiver being executed by,  Borrower or
any other  Agent) may (i) modify,  amend,  terminate  or waive any  provision of
Article IX hereof (to the extent such  modification,  amendment,  termination or
waiver  shall not  materially  adversely  affect  Borrower  (including,  without
limitation,  any approval  rights that the  Borrower  shall have with respect to
successor  Agents) and/or (ii) modify or amend any term,  condition or provision
of this  Agreement (or of any other Loan Document) that grants to such Agent any
approval or consent  right (unless such term,  condition or provision  expressly
requires  such  Agent not to  unreasonably  withhold  or delay  such  consent or
approval),  to require  that such Agent  obtain the  approval  or consent of the
Required Lenders or of all Lenders before giving or withholding such approval or
consent.  Any  modification,  amendment,  extension,  discharge,  termination or
waiver made  pursuant to this  subsection  10.4 shall be  effective  only in the
specific  instance,  and for the purpose,  for which given.  Except as otherwise
expressly  provided herein, no notice to or demand on the Borrower shall entitle
the  Borrower  to any other or future  notice or demand in the same,  similar or
other circumstances. Notwithstanding the foregoing, the discharge of the Deed of
Trust and the  Assignment of Leases in accordance  with their  respective  terms
after  the  Obligations  (as  defined  in the Deed of  Trust)  shall be paid and
performed in accordance with the terms,  agreements,  covenants,  provisions and
conditions of the Loan  Documents  (other than any  indemnification  obligations
that shall not have theretofore arisen and that shall survive the payment of the
other Obligations) shall not require the consent of any Lenders.

                  Section 10.5. Delay Not a Waiver.  Neither any failure nor any
delay on the part of any party hereto in insisting  upon strict  performance  of
any term,  condition,  covenant or agreement,  or exercising  any right,  power,
remedy  or  privilege  hereunder,  or under  any  Loan  Document,  or any  other
instrument given as security  therefor,  shall operate as or constitute a waiver
thereof,  nor shall a single or  partial  exercise  thereof  preclude  any other
future exercise, or the exercise of any other right, power, remedy or privilege.
In particular,  and not by way of limitation, by accepting payment after the due
date of any  amount  payable  under this  Agreement,  any Note or any other Loan
Document,  neither  any Agent nor any Lender  shall be deemed to have waived any
right either to require  prompt  payment when due of all other amounts due under
this Agreement,  any Note or the other Loan  Documents,  or to declare a default
for failure to effect prompt payment of any such other amount.

                  Section 10.6.     Notices. All notices, demands, consents,
                                    -------
approvals, requests and other communications required or permitted hereunder
("Notices") shall be given in writing and shall be effective for all purposes if
(a) hand  delivered or (b) sent by (i)  certified or  registered  United  States
prepaid,  (ii) expedited prepaid delivery  service,  either commercial or United
States Postal  Service,  with proof of attempted  delivery,  or (iii)  facsimile
(with answer back  acknowledged),  addressed if to the Syndication  Agent at its
address set forth on the first page hereof,  Attention: Mark J. Kogan (Facsimile
Number: (212)-902-1691;  Telephone Number: (212) 902-2565); if to the Collateral

<PAGE>

Agent or the  Administrative  Agent,  at its address set forth on the first page
hereof, Attention: Alan Pendergast (Facsimile Number: (415) 397-0791;  Telephone
Number:  (415)  616-4155)  with a copy to Loan  Administration  The Bank of Nova
Scotia,  Suite  2700,  600  Peachtree  Street  N.E.,  Atlanta,   Georgia  30308,
Attention:   Craig   Subryan   (Facsimile   Number:   404-888-8998;    Telephone
Number:404-877-1547);  if to GSMC, as Lender, c/o Goldman, Sachs & Co., 85 Broad
Street,  26th  Floor,  New  York,  New  York  10004,  Attention:  Mark J.  Kogan
(Facsimile Number: (212)-902-1691;  Telephone Number: (212) 902-2565); if to any
other Lender at its Lending Office;  if to the Borrower at its address set forth
on the first page hereof,  Attention:  David Friedman  (Facsimile Number:  (702)
733-5620; Telephone Number: (702) 733-5502); or at such other address and Person
(or facsimile and telephone  number) as shall be designated from time to time by
any party hereto,  as the case may be, in a written  notice to the other parties
hereto in the manner  provided for in this Section  10.6.  Copies of all Notices
                                           ------------
directed to the Syndication Agent and/or GSMC, as Lender,  shall be delivered to
Willkie  Farr &  Gallagher,  787  Seventh  Avenue,  New  York,  New York  10019,
Attention:  Eugene A. Pinover, Esq. (Facsimile Number:  212-728-8111;  Telephone
Number:  212-821-8254) and to Goldman, Sachs & Co., 85 Broad Street, 12th Floor,
New York, New York 10004,  Attention:  Legal Department (Facsimile Number: (212)
902-4140;  Telephone Number: (212) 902-0900);  a copy of all Notices directed to
the  Borrower  shall be  delivered  to Harris B.  Freidus,  Esq.,  Paul,  Weiss,
Rifkind,  Wharton & Garrison,  1285 Avenue of the Americas,  New York,  New York
10019,  (Facsimile Number: (212) 757-3990;  Telephone Number:(212)  373-3064). A
Notice shall be deemed to have been given: in the case of hand delivery,  at the
time of delivery  (if  delivered on a Business Day during  business  hours,  and
otherwise,  on the next  Business  Day);  in the case of registered or certified
mail, two Business Days after mailing; in the case of expedited prepaid delivery
on the Business Day after the same was sent and in the case of  facsimile,  when
sent and  answerback  acknowledged  (if sent on a Business  Day during  business
hours, and,  otherwise,  on the next Business Day); provided that Notices to the
                                                    --------
Administrative Agent under Sections 2.1, 2.6, and 2.8 shall not be effective
                          ------------------
until received.  A party receiving a Notice which does not comply with the
technical requirements for Notice under this Section 10.6 may elect to waive any
                                             ------------
deficiencies and treat the Notice as having been properly given.

                  SECTION 10.7. TRIAL BY JURY. EACH OF THE BORROWER, EACH LENDER
AND EACH AGENT,  TO THE FULLEST  EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES TRIAL
BY JURY IN ANY ACTION OR PROCEEDING,  INCLUDING,  WITHOUT  LIMITATION,  ANY TORT
ACTION, BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS AGREEMENT,  ANY NOTE OR
ANY OTHER LOAN DOCUMENT.

                  Section 10.8.     Headings.  The Article and Section headings
                                    --------
in this  Agreement are included  herein for  convenience  of reference  only and
shall not constitute a part of this Agreement for any other purpose.

                  Section 10.9. Assignments and Participations . (a) The Lenders
(if all of the Lenders shall so agree) shall have the right, without the consent
of the Borrower (so long as  Borrower's  rights and  obligations  under the Loan
Documents are not adversely  affected to any material  extent),  to consummate a
Securitization.  Furthermore,  each  Lender  shall have the right,  without  the
consent of the  Borrower  (but subject to the other  provisions  of this Section
10.9),  to, sell,  assign,  otherwise  transfer  and/or  participate its rights,
interest and obligations  under this Agreement and the other Loan Documents,  in
whole or in part, to any Person or Persons. The Borrower shall keep confidential
all  information  relating  to  such  proposed  Securitization,   assignment  or
participation and the identity of each potential holder of Securities,  assignee
or participant  (except to the extent that if such information were Confidential
Information  and  Borrower  were a Lender  that  such  Lender,  pursuant  to the
provisions of Section 10.28, would be permitted to disclose the same).

<PAGE>

                  (a)(b)  Each  assignee  with  respect  to any  Assignment  (an
"Assignee"),  and the assigning Lender,  shall execute and deliver an Assignment
and Assumption Agreement  substantially in the form of Exhibit A to that certain
Co-Lender and Retained  Interest  Agreement  among the Lenders and Agents,  with
(and subject to) the subscribed consent of the Administrative  Agent and, to the
extent expressly  required  hereby,  the Borrower (an "Assignment and Assumption
Agreement");  provided  that if an Assignee is an Affiliate  of such  transferor
Lender or was a Lender  immediately prior to such assignment,  no consent of the
Administrative Agent or the Borrower shall be required; provided further that no
Agent  shall have any  obligations  to an  Assignee  until such Agent shall have
received written notice of the name,  address,  telephone and facsimile  numbers
and Loan Commitment  Percentage of such Assignee.  Each Assignment shall be of a
constant,  and not a varying,  percentage  of all of the  transferring  Lender's
rights and obligations under the Loan Documents.  Upon execution and delivery of
such  instrument  and payment by such Assignee to such  transferor  Lender of an
amount equal to the purchase  price agreed  between such  transferor  Lender and
such Assignee, such Assignee shall be a Lender party to this Agreement and shall
have all the rights and obligations of a Lender, and the transferor Lender shall
be released from its  obligations  hereunder to a corresponding  extent,  and no
further consent or action by any party shall be required.  Upon the consummation
of any Assignment  pursuant to this subsection (b), the transferor  Lender,  the
Agents  and the  Borrower  shall  make  appropriate  arrangements  so  that,  if
required,  a new Note(s) is issued to the Assignee and the prior Note(s) held by
the transferor Lender is canceled. Notwithstanding anything in this Agreement to
the contrary,  after an Assignment by a Lender,  (x) the "Lender"  (prior to the
Assignment) shall (1) continue to have the benefits of all  indemnifications and
(2) shall  continue  to have all other  rights  and  obligations  under the Loan
Documents  that such  Lender  had during  the  period  such  party was  "Lender"
hereunder  to the extent such rights and  obligations  relate to such period and
(y) the  transferring  Lender shall not be released  from any  liability of such
Lender under the Loan Documents that arose prior to such Assignment.

                  (c)  On or  prior  to the  effective  date  of any  Assignment
contemplated   hereby,  if  the  Administrative  Agent  shall  so  require,  the
transferor  Lender shall deliver to the  Administrative  Agent, at such Lender's
own expense,  (i) an endorsement to the Title Insurance  Policy stating that the
Assignment  in question will not impair in any way the Lien of the Deed of Trust
and (ii) such  other  documents,  instruments  and other  materials,  including,
without limitation, legal opinions, as the Administrative Agent shall reasonably
deem necessary.

                  (d) Unless an Event of Default  shall  then  exist,  no Lender
shall  consummate an Assignment or a Participation  to any Competitor;  provided
that each such Lender shall be entitled to rely on a written  statement from the
proposed assignee or participant that it is not a Competitor (without making any
further  inquiry or  investigation)  and no such  Lender  shall be liable to the
Borrower or to any other Person if such Lender shall consummate an Assignment or
Participation  with a Person that shall in fact be a Competitor  notwithstanding
the fact that such Person delivered such a written statement.

                  (e)  Notwithstanding  any other  provision  contained  in this
Agreement or any other Loan Document to the contrary,  any Lender may assign all
or any portion of the Loan or the Notes held by it to any Federal  Reserve  Bank
or the United States Treasury as collateral security pursuant to Regulation A of
the Board of Governors of the Federal Reserve System and any Operating  Circular
issued by such  Federal  Reserve  Bank.  No such  assignment  shall  release the
transferor Lender from its obligations hereunder.

                  (f) Without the prior  written  consent of the  Administrative
Agent,  no Lender shall  consummate a  Participation  to a Foreign Lender unless
such  Foreign  Lender shall submit to the  Administrative  Agent the  applicable
Exemption/Reduction  Forms in  accordance  with  the  provisions  of  subsection
2.10(b).  Each  holder of a  participation  interest  in the Loan  Documents  (a
"Participant") shall be entitled to receive all information received directly by
the Lenders from the Borrower under this Agreement.  After the  effectiveness of
any  Participation,  the applicable  Lender shall provide notice to the Borrower
and  the  Agents  of the  identity,  address  and  other  pertinent  information
pertaining to the  Participant.  The Borrower agrees that if an Event of Default
shall exist,  then each Participant  shall be deemed to have the right of setoff
in respect of its  participating  interest in amounts owing under this Agreement
and the  other  Loan  Documents  to the  same  extent  as if the  amount  of its
participating  interest  were  owing  directly  to it as the  Lender  under this
Agreement.  The Borrower also agrees that each Participant  shall be entitled to
the benefits of subsections  2.10, 5.1(I) and 5.1(J) (subject to the limitations
set forth in such  subsections)  with respect to its  participation  in the Loan
outstanding  from  time to time.  Notwithstanding  any  sale of a  participation
interest  by a Lender,  such  Lender  shall  remain  fully  responsible  for the
performance of all of its  obligations  under the Loan Documents and,  except as
otherwise  expressly  provided  herein,  no such  Participant  shall acquire any
rights  under  this  Agreement  except by and  through  the party  from which it
acquired its participation interest.

                  (g) Nothing  contained in this Agreement  shall  prohibit,  or
shall be deemed to prohibit,  the Person that is any Agent from serving as Agent
and concurrently being or becoming a Participant and/or Lender.

                  (h) The  Administrative  Agent shall  maintain  records of all
Assignments and Participations and, upon request therefor by any Agent or Lender
or Borrower,  shall permit such Agent or Lender or Borrower,  as applicable,  to
review such records.

<PAGE>

                  Section 10.10.  Collateral.  Each of the Lenders represents to
the Agents and each of the other  Lenders  that it in good faith is not  relying
upon any  "margin  stock" (as  defined in  Regulation  U) as  collateral  in the
extension or maintenance of the credit provided for in this Agreement.

                  Section 10.11. Severability. Wherever possible, each provision
of this  Agreement  shall be  interpreted  in such manner as to be effective and
valid under  applicable  law, but if any  provision of this  Agreement  shall be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

                  Section 10.12. Preferences. No Agent shall have any obligation
to marshal any assets in favor of the  Borrower or any other party or against or
in payment of any or all of the  obligations  of  Borrower  or any other  Person
pursuant to this Agreement, the Notes or any other Loan Document. Subject to the
provisions of the last sentence of Section 2.8(a), the Administrative  Agent (at
the written  direction of the Required  Lenders)  shall have the  continuing and
exclusive  right to apply or reverse  and  reapply  any and all  payments by the
Borrower to any portion of the  obligations  of the Borrower  hereunder.  To the
extent the  Borrower  makes a payment or  payments  to any Agent or any  Lender,
which  payment or proceeds or any part  thereof  are  subsequently  invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee,  receiver  or any other  party  under any  bankruptcy  law,  state or
federal law, common law or equitable cause,  then, to the extent of such payment
or proceeds received,  the obligations  hereunder or part thereof intended to be
satisfied  shall be revived and  continue  in full force and effect,  as if such
payment or  proceeds  had not been  received  by such Agent or such  Lender,  as
applicable.

                  Section  10.13.  Waiver of Notice.  The Borrower  shall not be
entitled  to any notices of any nature  whatsoever  from any Agent or any Lender
except  with  respect to  matters  for which  this  Agreement  or the other Loan
Documents  specifically  and expressly  provide for the giving of notice by such
Agent or Lender to the Borrower and except with respect to matters for which the
Borrower is not, pursuant to applicable Legal  Requirements,  permitted to waive
the giving of notice.  The Borrower hereby expressly waives the right to receive
any  notice  from any Agent or any Lender  with  respect to any matter for which
this Agreement or the other Loan Documents does not  specifically  and expressly
provide for the giving of notice by such Agent to the Borrower.

                  Section  10.14.  Borrower's  Remedies(a) If the Borrower shall
seek the approval by or the consent of any Agent or Lender under this  Agreement
or under any other Loan  Documents and such Agent or Lender shall fail or refuse
to give such  consent or  approval  then  Borrower  shall not be entitled to any
damages for any  withholding  or delay of such approval or consent by such Agent
or Lender,  it being intended that  Borrower's  sole remedy shall be to bring an
action for an injunction or specific performance,  which remedy or injunction or
specific  performance  shall be available only in those cases where the Agent or
Lender in question has expressly  agreed under the Loan Document in question not
to unreasonably withhold or delay its consent or approval.

                  (b) In no  event  shall  Borrower  seek,  receive  or  recover
punitive  damages  against  any  Lender  or Agent in  connection  with any suit,
action, claim or proceeding against any Lender or Agent.

                  Section 10.15.  Exhibits  Incorporated.  The  information  set
forth on the cover,  heading and  recitals  hereof,  and the  Exhibits  attached
hereto, are hereby incorporated herein as a part of this Agreement with the same
effect as if set forth in the body hereof.

                  Section  10.16.  Offsets,   Counterclaims  and  Defenses.  Any
assignee of any Agent's or any Lender's  interest in and to this  Agreement  and
the other  Loan  Documents  shall  take the same free and clear of all  offsets,
counterclaims  or defenses  which are unrelated to this  Agreement and the other
Loan  Documents  which the Borrower may  otherwise  have against any assignor of
this Agreement and the other Loan Documents,  and no such unrelated counterclaim
or defense  shall be  interposed  or asserted  by the  Borrower in any action or
proceeding  brought  by any such  assignee  upon this  Agreement  and other Loan
Documents and any such right to interpose or assert any such  unrelated  offset,
counterclaim (other than compulsory counterclaims) or defense in any such action
or proceeding is hereby expressly waived by the Borrower.

                  Section 10.17. No Joint Venture or Partnership.  The Borrower,
on the one hand, and the Agents and the Lenders,  on the other hand, intend that
the relationship created hereunder be solely that of borrower,  on the one hand,
and Agents and  lenders,  respectively,  on the other  hand.  Nothing  herein is
intended to create a joint  venture,  partnership,  tenancy-in-common,  or joint
tenancy relationship between or among the Borrower, the Agents and the Lenders.

<PAGE>

                  Section 10.18.  Waiver of Marshaling of Assets Defense. To the
fullest extent the Borrower may legally do so, the Borrower waives all rights to
a marshaling of its assets, the assets of others with interests in the Borrower,
and of the Trust  Property,  or to a sale in inverse  order of alienation in the
event of foreclosure of the interests  hereby created,  and agrees not to assert
any right under any laws  pertaining to the  marshaling  of assets,  the sale in
inverse order of alienation,  homestead exemption, the administration of estates
of  decedents  to defeat,  reduce or affect the right of any Agent or any Lender
under the Loan  Documents to a sale of the Trust  Property for the collection of
the Indebtedness  without any prior or different  resort for collection,  or the
right of any Agent or any Lender to the payment of the  Indebtedness  out of the
sales  proceeds of the Trust  Property  in  preference  to every other  claimant
whatsoever.

                  Section 10.19.  Waiver of  Counterclaim.  The Borrower  hereby
waives the right to assert a counterclaim, other than a compulsory counterclaim,
in any action or proceeding  brought against it by any Agent,  any Lender or any
of their respective agents.

                  Section 10.20.  Conflict;  Construction  of Documents.  In the
event  of any  conflict  between  the  provisions  of  this  Agreement  and  the
provisions of any of the other Loan Documents,  the provisions of this Agreement
shall prevail.  The parties  hereto  acknowledge  that they were  represented by
counsel in connection  with the  negotiation  and drafting of the Loan Documents
and that the Loan Documents  shall not be subject to the principle of construing
their meaning against the party which drafted same.

                  Section  10.21.  Brokers and Financial  Advisors.  Each of the
Borrower,  each Agent and each Lender hereby  severally  represents  that it has
dealt with no financial  advisors  (other than,  in the case of the Borrower and
GSMC, Affiliates of GSMC, with respect to whom no brokerage, finder's or similar
fee is payable by Borrower), brokers, underwriters, placement agents, or finders
in connection with the transactions  contemplated by this Agreement. Each of the
Borrower,  each Agent and each Lender  severally  hereby agrees to indemnify and
hold the other  parties  hereto  harmless  from and  against any and all claims,
liabilities,  costs and  expenses of any kind in any way  relating to or arising
from a claim by any Person that such Person acted on behalf of the  indemnifying
party in connection with the transactions contemplated herein. The provisions of
this  Section  10.21  shall  survive  the  expiration  and  termination  of this
Agreement and the repayment of the Indebtedness.

                  Section 10.22.    Counterparts. This Agreement may be executed
                                    ------------
in any number of  counterparts,  each of which when so  executed  and  delivered
shall be an original,  but all of which shall  together  constitute  one and the
same instrument.

                  Section 10.23. Payment of Expenses. The Borrower shall pay all
Transaction  Costs,  which shall  include,  without  limitation,  (a) reasonable
out-of-pocket  fees, costs and expenses of (i) the Syndication Agent and GSMC in
connection with the negotiation, preparation, execution and delivery of the Loan
Documents and the documents and instruments referred to therein, (ii) the Agents
and the Lenders in connection with the creation, perfection or protection of the
Collateral Agent's Liens in the Collateral (including,  without limitation, fees
and  expenses  for title and lien  searches or amended or  replacement  deeds of
trust, UCC Financing Statements or other Collateral Security Instruments,  title
insurance  premiums,  survey  charges and filing and  recording  fees and taxes,
third party due  diligence  expenses for the  Collateral  plus travel  expenses,
accounting  firm fees,  costs of the appraisals,  environmental  reports (and an
environmental  consultant),  and  engineering  reports),  (iii)  the  Agents  in
connection with the  administration of the Loan, (iv) the Agents and the Lenders
in connection with (A) the negotiation,  preparation,  execution and delivery of
any amendment, waiver or consent relating to any of the Loan Documents requested
by the Borrower and (B) the  preservation of rights under and enforcement of the
Loan Documents and the documents and instruments referred to therein,  including
any  restructuring or rescheduling of the  Indebtedness,  (v) the Agents and the
Lenders as otherwise  required  pursuant to the express  provisions  of the Loan
Documents and (b) the reasonable fees,  expenses and disbursements of counsel to
the applicable Agents and/or the Lenders, as applicable,  in connection with all
of the foregoing.

<PAGE>

                  Section 10.24. Non-Recourse. Anything contained herein, in any
Note or in any other Loan Document to the contrary notwithstanding,  no recourse
shall be had for the payment of the principal or interest on any Note or for any
other Indebtedness hereunder or under any other Loan Document against any direct
or indirect shareholder,  director,  officer, member, partner or incorporator of
the Borrower for any  deficiency  or other sum owing with respect to any Note or
any other  Indebtedness  arising  under  this  Agreement  or any Loan  Document;
provided, however, that the foregoing provisions of this paragraph shall not (x)
affect or  prejudice,  or be deemed to affect or  prejudice,  the  rights of any
Agent  or any  Lender  to (1)  (A)  proceed  against  Borrower  or  against  the
Borrower's assets (including, without limitation, the Collateral) or (B) proceed
against the  Principal  under the Limited  Payment  Guaranty,  the Scope  Change
Guaranty   and  under  the   Principal   Non-Recourse   Carve-Out   and  Limited
Environmental  Matters Guaranty and against any other Person that may be a party
to a Loan Document (to the extent  provided  therein) or against the Principal's
or any such other  Person's  assets (to the  extent of its  liability  under the
applicable  Loan  Document(s) to which it is a party) and/or (2) recover damages
against   any   individual   for   his  or  her   own   fraud   or   intentional
misrepresentation;  and/or (y) constitute a waiver,  release or discharge of any
indebtedness  or  obligation  evidenced  by any Note or secured by, or otherwise
relating  to,  the Loan  Documents,  and the same shall  continue  until paid or
discharged in full.

                  Section 10.25. Servicer. The Administrative Agent, at the sole
cost and expense of the Lenders,  may elect to enter into a servicing  agreement
with a servicer,  pursuant to which the  servicer  shall be appointed to service
and  administer  the Loan and the Bank  Accounts  in  accordance  with the terms
hereof.  The  Administrative  Agent shall  promptly  notify the  Borrower if the
Administrative  Agent shall elect to appoint a servicer pursuant to this Section
10.25, and thereafter all Notices from the Borrower to the Administrative  Agent
shall be delivered to such  servicer with a copy  concurrently  delivered to the
Administrative  Agent,  and any Notice from such servicer to the Borrower  shall
have the same  force  and  effect  as a Notice  from the  Administrative  Agent;
provided  that if the  Borrower  shall  receive  conflicting  Notices  from  the
Administrative Agent and the servicer,  the Notice from the Administrative Agent
shall control.  Notwithstanding the foregoing, if no Event of Default shall then
exist,  (i)  unless a proposed  servicer  under this  Section  10.25  shall be a
Lender,  an Agent,  an affiliate of GS&Co.  or a Qualified  Bank,  such proposed
servicer  shall be subject to the  Borrower's  consent  (not to be  unreasonably
withheld or delayed) and (ii) if, at the time of the appointment of any proposed
servicer,  such  proposed  servicer  shall be a  Competitor,  then,  without the
Borrower's  consent,  such  Competitor  shall  not be  permitted  to  serve as a
servicer  under this  Section  10.25;  provided  that the Lenders and the Agents
shall be entitled to rely on a written  statement from a proposed  servicer that
it is not a Competitor (without making any further inquiry or investigation) and
no Lender and no Agent shall be liable to the Borrower or to any other Person if
a  servicer  shall in fact be a  Competitor  notwithstanding  the fact that such
servicer delivered such a written statement.

                  Section 10.26. Set-Offs;  Sharing of Set-Offs. (a) In addition
to any other rights and  remedies of the Agents and the Lenders  provided in any
Loan  Document,  at law or in equity,  the Agents and each Lender shall have the
right, without prior notice to Borrower,  any such notice being expressly waived
by Borrower to the extent permitted by applicable law, at any time that an Event
of Default shall exist, with respect to any amount payable to such Agent or such
Lender, as applicable,  under any Loan Document (whether at the stated maturity,
by  acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand,  provisional or
final),  in any currency,  in each case whether direct or indirect,  absolute or
contingent,  matured  or  unmatured,  at any time held or owing by such Agent or
such Lender, as applicable, or any branch or agency thereof to or for the credit
or the account of Borrower. Each Agent and each Lender agrees promptly to notify
Borrower and the  Administrative  Agent after any such  set-off and  application
made by such Agent or such Lender,  as applicable,  provided that the failure to
give such notice shall not affect the validity of such set-off and application.

                  (a)(b) Each Lender agrees that if it shall,  by exercising any
right of set-off or counterclaim  or otherwise,  receive payment of a proportion
of the  aggregate  amount of principal and interest due with respect to any Note
held by it which is greater than the proportion  received by any other Lender in
respect of the  aggregate  amount of principal  and interest due with respect to
any  Note  held  by  such  other  Lender,   then  the  Lender   receiving   such
proportionately  greater payment shall promptly notify the Administrative  Agent
in writing of such fact and purchase  such  participations  in the Notes held by
the other Lenders,  and such other adjustments shall be made, as may be required
so that all such  payments of principal  and interest  with respect to the Notes
held by the  Lenders  shall be shared by the  Lenders  pro rata (and such Lender
shall inform the Administrative  Agent in writing of such participation and such
other adjustments); provided that nothing in this Section shall impair the right
of any Lender to exercise any right of set-off or  counterclaim  it may have and

<PAGE>

to apply the amount subject to such exercise to the payment of  indebtedness  of
the Borrower to such Lender other than its indebtedness  hereunder.  Each Lender
further  agrees  that if a  payment  to a  Lender  shall  be  rescinded  or must
otherwise be  restored,  each Lender which shall have shared the benefit of such
payment shall, by repurchase of a  participation  theretofore  sold,  return its
share of that benefit to each Lender whose payment shall have been  rescinded or
otherwise  restored.  Borrower  agrees  that any  Lender  so  purchasing  such a
participation  may, to the fullest extent permitted by law,  exercise all rights
of  payment,   including,   without  limitation,   set-off,   banker's  lien  or
counterclaim, with respect to such participation as fully as if such Lender were
a holder of the Loan or other  obligation  in the amount of such  participation.
The  Administrative  Agent  shall keep  records  (that shall be  conclusive  and
binding in the absence of manifest error) of participations  purchased  pursuant
to this Section 10.26 of which it received  notice and shall in each case notify
the  Lenders and  Borrower  following  any such  purchase.  Except as  otherwise
expressly  provided in this Agreement,  if any Lender shall fail to remit to the
Administrative   Agent  or  any  other   Lender  any   amount   payable  to  the
Administrative  Agent or such Lender, as applicable,  pursuant to this Agreement
by 11:00 a.m.,  New York City time on the date on which such amount is due, such
amount shall accrue interest thereon,  for each day from the date such amount is
due until the day such amount is paid to the Administrative  Agent or such other
Lender, as applicable, at a rate per annum equal to the Federal Funds Rate.

                  Section 10.27. Provisions Not for Benefit of Borrower. Nothing
contained  in this  Agreement  or any other Loan  Document,  including,  without
limitation,  this  Article X, shall grant,  or be  construed to grant,  any cure
rights  or grace  period  to  Borrower  or to any  other  Person  under any Loan
Document not  specifically  set forth in the  applicable  Loan  Document and the
Lenders specifically reserve their rights to take any action permitted under the
Loan  Documents,  at law or in equity at any time that an Event of Default shall
exist.  Furthermore,  notwithstanding anything to the contrary contained in this
Agreement  or any other  Loan  Document,  each  term,  provision  and  condition
contained in this  Agreement  or any other Loan  Document to the effect that any
Agent shall be entitled or required to take  certain  action (or to refrain from
taking certain action) only if a given Lender, the Required Lenders,  some other
group of Lenders or another  Agent so directs such Agent shall be solely for the
benefit of the Lenders and the Agents,  and not  Borrower,  the  Principal,  any
Affiliate of either or any other Person,  and neither  Borrower,  the Principal,
any  Affiliate  of either nor any other  Person  (other  than a Lender or Agent)
shall, or shall be entitled to, enforce any such term, provision or condition or
claim or assert  (in a court of law or  otherwise)  that the  taking of any such
action  (or the  refraining  from  taking of any such  action)  was  invalid  or
unlawful or  constituted a breach or default  under this  Agreement or any other
Loan Document or relieves or releases Borrower, the Principal,  any Affiliate of
either  or any  other  Person  from  any  obligation  or  liability  under  this
Agreement, any other Loan Document or at law or in equity.

                  Section  10.28.  Confidentiality.  Each of the Lenders and the
Agents  agrees not to disclose to any third party any  Confidential  Information
(as defined  below),  except that any of the Lenders or the Agents may  disclose
such  information (a) in connection  with any litigation  between such Lender or
such Agent and Borrower,  Principal or any other Affiliate,  (b) upon the order,
request or demand of any  Governmental  Authority  or if  otherwise  required by
applicable  law or in the case of a Lender  that is an  insurance  company or an
Affiliate thereof,  upon the order, request or demand of National Association of
Insurance  Commissioners  or the Securities  Valuation  Office  thereof,  (c) in
connection with the exercise of any right or remedy  hereunder or under any Loan
Document after the occurrence of an Event of Default or Default, (d) to those of
its employees,  accountants,  attorneys,  agents and other advisors,  directors,
officers,  shareholders,  partners, members and other principals who are working
on, or are consulted in connection  with, the  transactions  contemplated by the
Loan  Documents,  (e) any  rating  agency  that may or will  rate  any  class of
securities in connection with a Securitization or (f) to any actual or potential
Participant,  Assignee,  Lender, Agent, investor, agent, or servicer that agrees
to be bound by the provisions of this Section 10.28.  "Confidential Information"
shall mean any  information  relating to the business of Borrower,  Principal or
any  Affiliate of Borrower  which is  delivered  by Borrower,  Principal or such
Affiliate of Borrower to any Lender or Agent or relating to the Loan or the Loan
Documents;   provided  that   "Confidential   Information"   shall  not  include
information (i) that is or becomes generally available to the public, other than
as a  result  of the  disclosure  by any  Lender  or  Agent  in  breach  of this
provision,  (ii) that is or  becomes  available  to any Lender or Agent from any
source  other  than  Borrower,  Principal  or such  Affiliate  unless  the party
supplying  such  information  shall have  advised  the Lender or Agent that such
source is subject to a confidentiality  agreement that covers the information in
question  or (iii) that is already in the  possession  of any Lender or Agent on
the date hereof and that is not otherwise "Confidential  Information" as defined
herein.  In the event that any Lender or Agent is  required or demanded by legal
process  (e.g.,  depositions,   interrogatories,  requests  for  information  or
documents,  subpoena, civil investigation demand or similar process) to disclose
any of the  Confidential  Information,  such  Lender or Agent  shall give prompt
written  notice to  Borrower  of such  request or demand so that  Borrower  may,
should it elect to do so,  within  five (5)  Business  Days of  receipt  of such
notice,  seek a  protective  order or other  appropriate  remedy to challenge or
contest such request (and give such Lender or Agent notice thereof),  and during
the pendency of any such action by Borrower,  such Lender or Agent shall not, to
the extent permitted by applicable law, disclose such Confidential Information.

<PAGE>

                                   ARTICLE XI.
                                 SECURITIZATION

                  Section 11.1.  Cooperation.  The Borrower hereby  acknowledges
that the Lenders or any of their  Affiliates  (in the Lenders' sole and absolute
discretion)  may negotiate and consummate an offering of  certificates  or other
securities  representing  direct or  indirect  interests  in the Loan,  the Loan
Documents or any portion  thereof (a  "Securitization").  In connection with any
Securitization  or proposed  Securitization,  Borrower  shall pay all costs that
Borrower incurs in connection  therewith,  including,  without  limitation,  the
costs of its own counsel and of preparing  information and materials required to
be furnished by Borrower but not any other costs including,  without limitation,
the costs of Lenders' or any Agents' counsel or the out-of-pocket costs incurred
by any Lender or Agent in connection with a Securitization.  The Borrower agrees
that,  promptly  upon the request  therefor  by the  Administrative  Agent,  the
Borrower will diligently cooperate with the Lenders and the Agents in connection
with a Securitization, including:

                  (a) amending this Agreement and the other Loan Documents,  and
executing  such  additional  documents,   as  may  be  required  by  the  rating
agency(ies)  selected  by  the  Required  Lenders  (collectively,   the  "Rating
Agencies"),  provided,  no such  amendment  will (x) change the term,  principal
amount or interest  rate of the Loan  (other than to effect a  hyperamortization
structure for the Loan) or require  amortization of the principal  amount of the
Loan prior to the maturity thereof not otherwise expressly  contemplated by this
Agreement or (y) otherwise  (except to a de minimis extent) increase  Borrower's
or  Principal's  costs (except as otherwise  specified  herein),  liabilities or
obligations,  or decrease  Borrower's,  or increase Lender's,  rights, under the
Loan Documents;

                  (b)  modifying the Notes to create multiple pari passu notes;
                                                              ---- -----

                  (c) providing such information as may be reasonably  requested
in  connection  with  the  preparation  of  a  private   placement   memorandum,
registration statement or other offering document required to privately place or
publicly   distribute  the  securities  being  issued  in  connection  with  the
Securitization  (the  "Securities")  in a manner  which does not  conflict  with
federal or state securities laws;

                  (d) causing to be rendered such customary  opinion  letters as
may be  reasonably  requested  by the  Rating  Agency(ies)  (including,  but not
limited  to,  a  substantive  nonconsolidation  opinion  that  is  substantively
equivalent  to  the  substantive   nonconsolidation   opinion  accepted  by  the
Administrative Agent in connection with the funding of the Loan); <PAGE>

                  (e) updating the  representations,  warranties  and  covenants
with respect to the  Borrower,  the  Principal  and the Real  Property  that are
contained  in the Loan  Documents  if the same is  reasonably  requested  by the
Rating  Agencies (which  representations,  warranties and covenants will survive
the closing of the Securitization);

                  (f)  amending  the  Borrower's  and/or the  Managing  Member's
organizational  documents  and/or  making such other  changes to the  Borrower's
and/or the Managing Member's  structure as required by the Rating Agency(ies) to
conform to customary  requirements for single purpose bankruptcy remote entities
in similar transactions;

                  (g)  obtaining  a  comfort   letter  (in  customary  form  and
containing customary exceptions) from a nationally recognized accounting firm in
connection with financial  information  relating to the Borrower,  the Principal
and/or the Real Property and which, in connection with the Securitization, shall
be presented in the private placement  memorandum,  prospectus or other offering
document used in the Securitization;  provided that,  notwithstanding any of the
foregoing,  in no event shall the  foregoing be deemed to obligate the Principal
to deliver,  or to cause to be delivered,  any financial  statements (audited or
otherwise),  certificates  or  documents  relating to the  personal net worth or
financial condition of the Principal;

                  (h)  providing  such updated third party reports and financial
information regarding the Real Property and the Borrower (but not the Principal)
and expanded  ongoing  administration  and reporting by any real estate mortgage
investment conduit ("REMIC") formed in connection with the Securitization as may
be requested by the Rating Agencies or potential  investors in the Securities or
otherwise in connection with an election of REMIC status;

                  (i)  obtaining any insurance policies reasonably requested by
the Rating Agencies in connection with the Securitization; and

<PAGE>

                  (j)  providing  an  indemnification  agreement,  in  form  and
substance reasonably satisfactory to the Administrative Agent, pursuant to which
the Borrower will:

                            (i)  certify  that  it has  carefully  examined  the
         Securitization  offering  document and that such document insofar as it
         relates to the Borrower, the Principal,  any affiliates thereof and the
         Real  Property,  does not (subject to the last  sentence of clause (ii)
         below) contain any untrue statement of a material fact or omit to state
         a material  fact  necessary in order to make the  statements  made,  in
         light of the circumstances under which they were made, not misleading;

                  (ii) indemnify the Lenders and the Agents and their respective
         affiliates for any losses, claims, damages and liabilities  (including,
         without  limitation,  reasonable  attorneys'  fees and  expenses)  (the
         "Liabilities")  to which such parties may become  subject or which they
         may incur to the extent that the Liabilities  arise out of or are based
         upon any untrue  statement or alleged untrue  statement of any material
         fact relating to the Borrower, the Principal, any affiliate thereof, or
         the Real  Property  contained  in such  sections or arise out of or are
         based upon the omission or alleged omission to state therein a material
         fact relating to Borrower, the Principal, any affiliate thereof, or the
         Real  Property  necessary  in order to make the  statements  therein in
         light of the circumstances  under which they were made, not misleading.
         Notwithstanding  the  foregoing,  the Borrower shall not have liability
         under  such  indemnity  to the extent  the  Liabilities  arise out of a
         statement  that  (i) was  contained  in a  document  not  furnished  to
         Borrower  prior to its  release to the  investor in question or (ii) no
         Lender or Agent  corrected  notwithstanding  the fact that the Borrower
         notified the  Administrative  Agent that such  statement  was untrue or
         misleading;  provided  that  such  notification  from  Borrower  to the
         Administrative   Agent  (x)  was  in  writing,   (y)   instructed   the
         Administrative  Agent how to correct the  statement in question and (z)
         was received by the Administrative Agent sufficiently prior to the date
         upon which the  Securitization  offering document was first distributed
         so that the  Administrative  Agent had sufficient  time to correct such
         statement; and

                  (iii) agreeing to reimburse the Lenders,  the Agents and their
         respective  Affiliates for any  attorneys'  fees and expenses and other
         expenses  reasonably  incurred  by  such  parties  in  connection  with
         investigation or defending the Liabilities.



                                  ARTICLE XII.

               SUBORDINATION OF DEED OF TRUST TO CERTAIN EASEMENTS

                  Section  12.1.  Subordination  .  Provided  that no Default or
         Event of Default shall then exist, the Collateral  Agent,  upon request
         therefor of the  Borrower,  shall  subordinate  the Lien of the Deed of
         Trust to easements  created under and in  accordance  with the terms of
         the REA and to Permitted Easements.

                  Section 12.2. Costs and Expenses . Borrower shall,  within ten
         (10)  Business  Days  of  demand  therefor  by  the  Collateral  Agent,
         reimburse  the  Collateral  Agent  for  all of the  Collateral  Agent's
         reasonable   out-of-pocket  costs  and  expenses  (including,   without
         limitation,  reasonable  attorney's fees,  disbursements  and expenses)
         incurred  in  connection  with its review of such  easement  and of its
         review,  negotiation  and,  to the  extent  applicable,  execution  and
         delivery, of any documentation pertaining thereto.

<PAGE>

                IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  this
Agreement to be duly executed by their duly authorized  representatives,  all as
of the day and year first above written.

                                     LENDER:

                                    GOLDMAN SACHS MORTGAGE COMPANY, a New York
                                    limited partnership, in its capacity as a
                                    Lender


                                    By: Goldman Sachs Real Estate Funding Corp.,
                                    its general partner


                                    By: /s/ Richard Weiss

                                        -----------------------------
                                      Name: Richard Weiss
                                      Title:  Authorized Signatory

                                    SYNDICATION AGENT:

                                    GOLDMAN SACHS MORTGAGE COMPANY, a New York
                                    limited partnership, in its capacity as
                                    Syndication Agent

                                    By: Goldman Sachs Real Estate Funding Corp.,
                                    its general partner


                                    By: /s/ Richard Weiss

                                        -----------------------------
                                      Name: Richard Weiss
                                      Title: Authorized Signatory

                                        [Signatures continued on next page]



<PAGE>

                                    [Signatures continued from preceding page]

                                    COLLATERAL AGENT:

                                    THE BANK OF NOVA SCOTIA



                                    By: /s/ Van Otterloo

                                        -----------------------------
                                        Name: Van Otterloo
                                        Title: Managing Director Corporate

                                    ADMINISTRATIVE AGENT:

                                    THE BANK OF NOVA SCOTIA

                                    By: /s/ Van Otterloo

                                        -----------------------------
                                        Name: Van Otterloo
                                        Title:  Managing Director Corporate

                                    BORROWER:

                                    GRAND CANAL SHOPS MALL SUBSIDIARY, LLC,
                                    a Delaware limited liability company

                                    By:  Grand Canal Shops Mall, LLC,
                                         a Delaware limited liability company
                                         and its sole member

                                    By:  Grand Canal Shops Mall Holding Company,
                                         LLC, a Delaware limited liability
                                         company and its sole member

                                    By:  Mall Intermediate Holding Company, LLC,
                                         a Delaware limited liability company
                                         and its sole member

                                    By:  Venetian Casino Resort, LLC,
                                         its Sole Member

                                    By:  Las Vegas Sands, Inc.,
                                         its sole member



                                    By: /s/ David Friedman

                                        ------------------------
                                      Name: David Friedman
                                      Title: Secretary

<PAGE>

                                    [Signatures continued from preceding page]





<PAGE>

                                    [Signatures continued from preceding page]

                  The  undersigned  executes this Loan  Agreement to acknowledge
its agreement to the terms and provisions of Section 2.9 of this Loan Agreement

                                    SGA DEVELOPMENT, INC., a Nevada corporation.



                                    By:/s/ Sheldon G. Adelson
                                           --------------------------
                                           Sheldon G. Adelson
                                           President

<PAGE>

                                  Schedule G-1

                    COREA Qualified Leases Leasing Guidelines

         (a) the  creditworthiness of the tenant, and of the guarantor,  if any,
of the tenant's Lease obligations shall be subject to the Administrative Agent's
approval  (which  approval  the  Administrative  Agent  shall  not  unreasonably
withhold  provided  that at the time such  approval  is sought,  such tenant (or
guarantor)  shall  not  have  made a  general  assignment  for  the  benefit  of
creditors,  and there  shall not have been filed by or against  such  tenant (or
guarantor) a petition which has not been dismissed  under any Legal  Requirement
pertaining to bankruptcy, arrangement, insolvency or reorganization or under any
similar Legal Requirement or for the appointment of a receiver,  liquidator,  or
trustee,  and no action,  case or proceeding  which has not been dismissed shall
have been commenced under any such Legal Requirement with respect to such tenant
(or guarantor) or for the composition,  extension,  arrangement or adjustment of
such tenant's (or such guarantor's) obligations);

         (b) the  minimum  term of such  Lease  must be such so  that,  when all
Leases that are  relevant to the  calculation  of COREA Rent are taken  together
(collectively, "COREA Leases"), COREA Leases under which, collectively, at least
60% of such COREA Rent has been paid (in the case of Actual  Rent) or is payable
or, for  percentage  rent,  projected  to be payable  (in the case of  Projected
Rent),  as  applicable,  shall  provide for a minimum term of ten years or more,
COREA Leases under which, collectively,  no more than 30% of such COREA Rent has
been paid (in the case of Actual  Rent) or is payable (in the case of  Projected
Rent), as applicable, shall provide for a minimum term of between five years and
ten years and COREA Leases under which,  collectively,  no more than 10% of such
COREA  Rent has been paid (in the case of Actual  Rent) or is  payable  or,  for
percentage  rent,  projected to be payable (in the case of Projected  Rent),  as
applicable, shall provide for a minimum term of between one year and five years;

         (c) with respect to the portion of the leased premises, if any, that is
located on the first level of the Mall, such tenant shall be obligated to pay an
average  annual  fixed rent per net rentable  square foot,  over the term of the
applicable Lease, that is at least equal to the annual fixed rental rate per net
rentable  square foot set forth on Exhibit 1 with  respect to the first floor of
the Mall;

         (d) with respect to the portion of the leased premises, if any, that is
located on the second  level of the Mall,  such tenant shall be obligated to pay
an average  annual fixed rent per net rentable  square foot over the term of the
applicable  Lease that is at least equal to the annual fixed rental rate per net
rentable  square foot set forth on Exhibit 1 with respect to the second level of
the Mall;

         (e) with respect to the portion of the leased premises, if any, that is
located in the Retail  Annex,  such tenant  shall be obligated to pay an average
annual fixed rent per net rentable  square foot over the term of the  applicable
Lease that is at least equal to the annual  fixed  rental rate per net  rentable
square foot set forth on Exhibit 1 with respect to the Retail Annex;

         (f) for each lease year,  for each level of gross revenue of the tenant
set forth on Exhibit 1, such tenant  shall be  obligated  to pay, as  percentage
rent, the relevant percentage (as set forth on Exhibit 1) of such tenant's gross
revenues  for each lease year minus the minimum rent paid by the tenant for such
lease year;

         (g) in no event  shall  the  annual  fixed  rent that is  payable  with
respect to any lease  year be less than 100% of the  annual  fixed rent that was
payable with respect to the immediately preceding lease year.

<PAGE>

                                  Schedule H-1

                    SNDA Qualified Leases Leasing Guidelines

         (a) the  creditworthiness of the tenant, and of the guarantor,  if any,
of the  tenant's  Lease  obligations,  shall be  subject  to the  Administrative
Agent's approval (which approval the Administrative Agent shall not unreasonably
withhold  provided  that, at the time such  approval is sought,  such tenant (or
guarantor)  shall  not  have  made a  general  assignment  for  the  benefit  of
creditors,  and there  shall not have been filed by or against  such  tenant (or
guarantor) a petition which has not been dismissed  under any Legal  Requirement
pertaining to bankruptcy, arrangement, insolvency or reorganization or under any
similar Legal Requirement or for the appointment of a receiver,  liquidator,  or
trustee,  and no action,  case or proceeding  which has not been dismissed shall
have been commenced under any such Legal Requirement with respect to such tenant
(or guarantor) or for the composition,  extension,  arrangement or adjustment of
such tenant's (or such guarantor's) obligations);

         (b) the  minimum  term of such  Lease  must be such so  that,  when all
Leases (other than  Subordinate  Leases (as defined in the Form Loan Agreement))
(including the Lease in question)(collectively,  the "Approval Required Leases")
are taken together,  Approval Required Leases that collectively  demise at least
60%  of the  net  rentable  square  footage  of  the  first  level  of the  Mall
Improvements demised by all Approval Required Leases shall provide for a minimum
term of ten years or more,  Approval Required Leases that collectively demise no
more than 30% of the net rentable  square footage of the first level of the Mall
Improvements demised by all Approval Required Leases shall provide for a minimum
term of  between  five years and ten years and  Approval  Required  Leases  that
collectively  demise no more than 10% of the net rentable  square footage of the
of the first level of the Mall  Improvements  demised by all  Approval  Required
Leases shall provide for a minimum term of between one year and five years;

         (c) with respect to the portion of the leased premises, if any, that is
located on the first level of the Mall, such tenant shall be obligated to pay an
average  annual  fixed rent per net rentable  square foot,  over the term of the
applicable Lease, that is at least equal to the annual fixed rental rate per net
rentable  square foot set forth on Exhibit 1 with  respect to the first floor of
the Mall;

         (d) with respect to the portion of the leased premises, if any, that is
located on the second  level of the Mall,  such tenant shall be obligated to pay
an average  annual fixed rent per net rentable  square foot over the term of the
applicable  Lease that is at least equal to the annual fixed rental rate per net
rentable  square foot set forth on Exhibit 1 with respect to the second level of
the Mall;

         (e) with respect to the portion of the leased premises, if any, that is
located in the Retail  Annex,  such tenant  shall be obligated to pay an average
annual fixed rent per net rentable  square foot over the term of the  applicable
Lease that is at least equal to the annual  fixed  rental rate per net  rentable
square foot set forth on Exhibit 1 with respect to the Retail Annex;

         (f) for each lease year,  for each level of gross revenue of the tenant
set forth on Exhibit 1, such tenant  shall be  obligated  to pay, as  percentage
rent, the relevant percentage (as set forth on Exhibit 1) of such tenant's gross
revenues  for each lease year minus the minimum rent paid by the tenant for such
lease year; and

         (g) in no event  shall  the  annual  fixed  rent that is  payable  with
respect to any lease  year be less than 100% of the  annual  fixed rent that was
payable with respect to the immediately preceding lease year.

<PAGE>

                                   Schedule I

                         1. An Affiliate of Borrower has been orally informed by
        Clark  County,  Nevada that a portion of the Land along Sands Avenue may
        be subject to a Taking for the widening of Sands Avenue.

<PAGE>

                                    Exhibit N

1. Escrow  Agent shall be  entitled to rely upon,  and shall be fully  protected
from all liability,  loss, cost,  damage or expense in acting or omitting to act
pursuant to, any instruction, order, judgment, certification, affidavit, demand,
notice,  opinion,  instrument or other writing delivered to it hereunder without
being required to determine the  authenticity of such document,  the correctness
of any  fact  stated  therein,  the  propriety  of the  service  thereof  or the
capacity,  identity or authority of any party purporting to sign or deliver such
document.

2. The duties of Escrow Agent are only as herein specifically  provided, and are
purely  ministerial in nature.  Escrow Agent shall be required to act in respect
of the Junior Loan Documents only as provided in this Agreement.  This Agreement
sets  forth all the  obligations  of Escrow  Agent  with  respect to any and all
matters  pertinent  to the  escrow  contemplated  hereunder  and  no  additional
obligations of Escrow Agent shall be implied from the terms of this Agreement or
any other  agreement.  Escrow Agent shall incur no liability in connection  with
the discharge of its obligations under this Agreement or otherwise in connection
therewith,  except such  liability as may arise from the willful  misconduct  or
gross negligence of Escrow Agent.

3.  Escrow  Agent may  consult  with  counsel of its  choice,  which may include
attorneys in the firm of Willkie  Farr & Gallagher,  and shall not be liable for
any action taken or omitted to be taken by Escrow Agent in  accordance  with the
advice of such counsel. Furthermore, Willkie Farr & Gallagher's acting as Escrow
Agent pursuant to this Agreement shall not preclude its  representation  of GSMC
or  Syndication   Agent  in  any  other  regard,   including  the   negotiation,
consummation  and  enforcement  of the Loan  Documents  and any dispute  arising
thereunder or hereunder.

4. Escrow Agent is acting as a stakeholder  only with respect to the Junior Loan
Documents.  If any dispute  arises as to whether  Escrow  Agent is  obligated to
deliver the Junior Loan Documents or as to whom the Junior Loan Documents are to
be delivered,  Escrow Agent shall not be required to make any  delivery,  but in
such event  Escrow  Agent may hold the Junior Loan  Documents  until  receipt by
Escrow Agent of  instructions  in writing,  signed by all parties which have, or
claim  to  have,  an  interest  in the  Junior  Loan  Documents,  directing  the
disposition  of  the  Junior  Loan   Documents,   or  in  the  absence  of  such
authorization,  Escrow Agent may hold the Junior Loan Documents until receipt of
a  certified  copy of a final  judgment  of a court  of  competent  jurisdiction
providing for the  disposition  of the Junior Loan  Documents.  Escrow Agent may
require, as a condition to the disposition of the Junior Loan Documents pursuant
to written instructions, indemnification and/or opinions of counsel, in form and
substance   satisfactory  to  Escrow  Agent,  from  each  party  providing  such
instructions. If such written instructions, indemnification and opinions are not
received,  or proceedings for such  determination  are not commenced,  within 30
days after  receipt by Escrow  Agent of notice of any such  dispute  (or if such
proceedings, once commenced, are not diligently pursued), or if the Escrow Agent
is  uncertain  as to which  party or parties  are  entitled  to the Junior  Loan
Documents,  Escrow  Agent may either (i) hold the Junior  Loan  Documents  until
receipt of (X) such written  instructions and indemnification or (Y) a certified
copy of a final judgment of a court of competent  jurisdiction providing for the
disposition  of the Junior  Loan  Documents,  or (ii)  deposit  the Junior  Loan
Documents  in the  registry  of a court  of  competent  jurisdiction;  provided,
however, that notwithstanding the foregoing,  Escrow Agent may, but shall not be
required to, institute legal proceedings of any kind.

5. The parties to the Loan Agreement  agree to reimburse  Escrow Agent on demand
for, and to indemnify  and hold Escrow Agent  harmless  against and with respect
to,  any and  all  loss,  liability,  damage,  or  expense  (including,  without
limitation,  reasonable  attorneys' fees and costs) that Escrow Agent may suffer
or incur in connection  with this Agreement and  performance of its  obligations
under this Agreement or otherwise in connection therewith,  except to the extent
such loss,  liability,  damage or expense  arises from the gross  negligence  or
willful misconduct of Escrow Agent.

6. Escrow Agent and any successor escrow agent may at any time resign as such by
delivering  the Junior Loan  Documents to either (i) any successor  escrow agent
designated by all the parties  hereto  (other than Escrow Agent) in writing,  or
(ii) any court having competent jurisdiction.  Upon its resignation and delivery
of the Junior Loan Documents as set forth in this paragraph,  Escrow Agent shall
be  discharged  of,  and  from,  any  and all  further  obligations  arising  in
connection with the escrow contemplated by this Agreement.