EXHIBIT 10.126



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

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


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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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


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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

     11. Alterations; Construction. Except as hereinafter provided or except
with the written consent of U.S. Bank, Borrower shall not remove, demolish or
alter any of the Improvements now existing or hereafter constructed on the
Property, or any of the Personal Property in or on the Property or Improvements,
except when incident to the replacement of any of the items of Personal Property
with items of like kind and value and except for any alterations or improvements
that do not result in any diminution in value to the Premises and the costs of
such alterations or improvements do not exceed One Million Dollars
($1,000,000.00). The foregoing to the contrary notwithstanding, a tenant of


                                       7
<PAGE>

Borrower leasing space within the Premises shall have the right, without the
consent of U.S. Bank to make alterations to such tenant's leasehold premises in
accordance with its lease and Borrower shall have the right, without the consent
of U.S. Bank to make alterations or improvements to the Premises providing such
alterations or improvements do not result in any diminution in value to the
Premises and the costs of such alterations or improvements do not exceed One
Million Dollars ($1,000,000.00).

     12. Advances Secured by Mortgage. Upon failure of Borrower to comply with
any of these covenants and agreements as to the payment of taxes, assessments,
insurance premiums, repairs, protection of the Mortgaged Property or U.S. Bank's
lien thereon, and other charges and the costs of procurement of title evidence
and insurance as aforesaid, U.S. Bank may, at its option, pay the same, and any
sums so paid by U.S. Bank, together with the reasonable fees of counsel employed
by U.S. Bank in consultation and in connection therewith, shall be charged
against Borrower, shall be immediately due and payable by Borrower, shall bear
interest at the Default Rate of Interest, as defined in the Notes, and shall be
a lien upon the Mortgaged Property, and be secured by the Mortgage, and may be
collected in the same manner as the principal debt hereby secured.

     13. Use. Unless U.S. Bank otherwise agrees in writing, Borrower shall not
allow changes in the nature of the occupancy for which the Property and
Improvements were intended at the time the Mortgage was executed. Borrower shall
comply with the laws, ordinances, regulations and requirements of any
governmental body applicable to the Mortgaged Property, both during the
construction of any Improvements on the Property and subsequent to the
completion thereof, and not permit the use thereof for any illegal purpose.

     14. Inspection. Any person authorized by U.S. Bank shall, upon reasonable
notice to Borrower, have the right to enter upon and inspect the Mortgaged
Property at all reasonable times. U.S. Bank shall, however, have no duty to make
such inspections. Any inspection of the Mortgaged Property by U.S. Bank shall be
entirely for its benefit, and Borrower shall in no way rely or claim reliance
thereon.

     15. Minerals. Without the prior written consent of U.S. Bank, there shall
be no drilling or exploring for, or extraction, removal, or production of
minerals from the surface or subsurface of the Property. The term "minerals" as
used herein shall include, without limitation, oil, gas, casinghead gas, coal,
lignite, hydrocarbons, methane, carbon dioxide, helium, uranium and all other
natural elements, compounds and substances, including sand and gravel.

     16. Condemnation. If all or any part of the Property or Improvements are
damaged, taken or acquired, either temporarily or permanently, in any
condemnation proceeding, or by exercise of the right of eminent domain, or, with
U.S. Bank's consent, by any conveyance in lieu thereof, the amount of any award
or other payment for such taking, or conveyance or damages made in consideration
thereof, to the extent of the full amount of the then remaining unpaid
Indebtedness is hereby assigned to U.S. Bank who is empowered to collect and
receive the same and to give proper receipts therefore in the name of Borrower,
and the same shall be paid forthwith to U.S. Bank. Provided that (i) no Event of
Default has occurred and is continuing and (ii) any condemnation award is for a
temporary or partial taking of the Mortgaged Property, any award or payment so
received by U.S. Bank, may at the option of U.S. Bank, be retained and applied,
in whole or in part, to the Indebtedness (whether or not then due and payable)
in such manner as U.S. Bank may determine, or released in whole or in part to
Borrower upon terms satisfactory to U.S. Bank for the purpose of altering,
restoring or rebuilding any part of the Mortgaged Property which may have been
altered, damaged or destroyed as a result of such taking, alteration or
proceedings, but U.S. Bank shall not be obligated to see to the application of
any funds so released. Unless Borrower and U.S. Bank otherwise agree in writing,
any such application of proceeds to the Indebtedness shall not extend or
postpone the due date of the monthly installments referred to in each of the
Notes or change the amount of such installments. If Borrower receives notice,
written or unwritten, of any actual, intended or threatened condemnation or
eminent domain proceeding, Borrower shall forthwith furnish a copy of such
notice to U.S. Bank if such notice was written, or inform U.S. Bank in writing
if such notice was unwritten. At any time that an Event of Default has occurred
and is continuing, Borrower further authorizes U.S. Bank, at U.S. Bank's option
and at Borrower's expense, as attorney-in-fact for Borrower, to commence, appear
in and prosecute, in Borrower's or U.S. Bank's name, any action or proceeding
relating to any condemnation or other taking of all or any part of the Mortgaged
Property and to settle any claims in connection with such condemnation or other
taking.


                                       8
<PAGE>

Notwithstanding any provision to the contrary contained herein: (i) provided
that no Event of Default has occurred and is continuing and any award or payment
received because of a temporary or partial taking of Land, exclusive of any
building(s) is for an amount of Two Hundred Thousand Dollars ($200,000.00) or
less, Borrower shall have the right to receive such award directly from the
condemning authority and use such award for restoration or repair of the
Mortgaged Property; and (ii) any award or payment received because of a
temporary or partial taking of Land, exclusive of any building(s), in excess of
Two Hundred Thousand Dollars ($200,000.00) shall be held by U. S. Bank to
reimburse Borrower for the cost of recurbing, repaving, restriping or otherwise
reorientating the Land (and shall not be applied toward the payment of the
Indebtedness) provided, each of the following shall obtain: (a) the proceeds
shall, in U. S. Bank's reasonable judgment, be sufficient to restore the Land to
the equivalent of its original condition; (b) there shall at the time of taking
and at all times thereafter have occurred no Event of Default, as hereinafter
defined; (c) restoration of the Land, in U. S. Bank's sole judgment, shall be
completed prior to the maturity date of the Note, as extended, if applicable;
and (d) Borrower shall comply with each and every one of the other applicable
requirements and conditions contained in this paragraph.

     17. Assignment of Rents and Leases.

     (a) Borrower hereby absolutely and unconditionally assigns, transfers and
sets over unto U.S. Bank and U.S. Bank's successors and assigns, all present and
future leases covering all or any part of the Mortgaged Property (the "Leases"),
together with any extensions or renewals thereof and any guarantees of any
tenants' obligations thereunder, and all of the rents, royalties, bonuses,
income, receipts, revenues, issues and profits now due or which may hereafter
become due under the Leases or any extensions or renewals thereof, as well as
all moneys due and to become due to Borrower under the Leases for services,
materials or installations supplied whether or not the same were supplied under
the terms of the Leases, all liquidated damages following default under the
Leases and all proceeds payable under any policy of insurance covering loss of
rents resulting from untenantability caused by damage to any part of the
Mortgaged Property (such rents, income, receipts, revenues, issues, profits and
other moneys assigned hereby are hereinafter collectively called "Rents"),
together with any and all rights and remedies which Borrower may have against
any tenant under any of the Leases or others in possession of the Mortgaged
Property or any part thereof for the collection or recovery of Rents so
assigned. Prior to an Event of Default, as hereinafter defined, Borrower shall
have a license to collect and receive all Rents as trustee for the benefit of
U.S. Bank and Borrower.

     (b) Borrower hereby represents, warrants and agrees that:

          (i) Borrower has good title to the Leases and Rents hereby assigned
     and has the right, power and capacity to make this assignment and no person
     or entity other than Borrower has or will have any right, title or interest
     in or to the Leases or Rents, except for the Permitted Encumbrances.

          (ii) Borrower shall, at Borrower's sole cost and expense, perform and
     discharge all of the obligations and undertakings of the landlord under the
     Leases and give prompt notice to U.S. Bank of any failure to do so.
     Borrower shall use commercially reasonable efforts to enforce or secure the
     performance of each and every obligation and undertaking of the tenants
     under the Leases and shall appear in and prosecute or defend any action or
     proceeding arising under, or in any manner connected with, the Leases or
     the obligations and undertakings of the tenants thereunder.

          (iii) Borrower shall generally operate and maintain the Mortgaged
     Property in a manner to insure maximum Rents and shall enter into and
     maintain a contract, approved by U.S. Bank as to form and content, with a
     professional property manager, approved by U.S. Bank, for the management
     and leasing of the Mortgaged Property. U.S. Bank has approved the
     Management Agreement, dated of even date herewith, by and among Borrower as
     owner of the Mortgaged Property and Glimcher Properties Limited Partnership
     as Manager and Glimcher Development Corporation as Services Provider.

          (iv) Borrower shall not pledge, transfer, mortgage or otherwise
     encumber or assign the Leases or the Rents nor anticipate Rents more than
     thirty (30) days prior to accrual.


                                       9
<PAGE>

          (v) Except as permitted under the Loan Agreement, Borrower shall not
     (1) waive, excuse, condone or in any manner release or discharge any tenant
     under any of the Leases; (2) disaffirm, cancel, terminate or consent to any
     surrender of any of the Leases; (3) modify, extend or in any way alter the
     terms of any of the Leases; (4) renew or extend any of the Leases, except
     pursuant to terms in existing Leases; or (5) permit any assignment of any
     of the Leases.

          (vi) Borrower shall give immediate notice to U. S. Bank of any notice
     Borrower receives from any tenant under any Major Lease (as defined in the
     Loan Agreement), specifying any claimed default by any party under the
     Leases.

          (vii) If an Event of Default has occurred and is continuing or if
     Borrower shall not be in compliance with the Debt Service Coverage Ratio
     (as defined in the Loan Agreement), no settlement for damages for
     termination of any of the Leases under the Federal Bankruptcy Code, or
     under any other federal, state, or local statute, shall be made without the
     prior written consent of U.S. Bank, which consent may be withheld in U. S.
     Bank's sole discretion, and any check in payment of such damages shall be
     made payable to both Borrower and U. S. Bank. Borrower hereby assigns any
     such payment to U.S. Bank, to be applied to the Indebtedness as U. S. Bank
     may elect, and agrees to endorse any check for such payment to the order of
     U. S. Bank.

          (viii) All existing Leases are valid, unmodified and in full force and
     effect, to Borrower's knowledge, there are no existing defaults under any
     of the Leases and Borrower has not performed any act or executed any
     instrument which might prevent U. S. Bank from operating under any of the
     terms and provisions thereof or which would limit U.S. Bank in such
     operation.

          (ix) All future Leases shall be subject to the requirements set forth
     in the Loan Agreement. . Borrower shall deliver to U. S. Bank originals of
     each of the Leases once fully executed. Unless otherwise directed by U. S.
     Bank, all Leases shall specifically provide that such Leases are
     subordinate to the Mortgage; that the tenant attorns to U. S. Bank, such
     attornment to be effective upon U. S. Bank's acquisition of title to the
     Mortgaged Property; that the tenant agrees to execute such further
     subordination and attornment agreements and estoppel certificates as U. S.
     Bank may from time to time request; that the attornment of the tenant shall
     not be terminated by foreclosure.

     (c) U.S. Bank shall not be obligated to perform or discharge any obligation
or duty to be performed or discharged by Borrower under any of the Leases; and
excepting for U. S. Bank's own gross negligence or willful misconduct, Borrower
hereby agrees to indemnify U.S. Bank for, and to save U.S. Bank harmless from,
any and all liability, damage or expense arising from any of the Leases or from
this assignment, including, without limitation, claims by tenants for security
deposits or for rental payments more than one (1) month in advance and not
delivered to U.S. Bank. All amounts indemnified against hereunder, including
reasonable attorneys' fees, if paid by U.S. Bank shall bear interest at the
Default Rate of Interest, as defined in the Notes, and shall be payable by
Borrower immediately without demand and shall be secured hereby. This assignment
shall not place responsibility for the control, care, management, or repair of
the Mortgaged Property upon U.S. Bank, or make U.S. Bank responsible or liable
for any negligence in the management, operation, upkeep, repair or control of
same resulting in loss or damage or injury or death to any party.

     (d) Upon the occurrence of an Event of Default as hereinafter defined:

          (i) All Rents assigned hereunder shall be paid directly to U.S. Bank,
     and U.S. Bank may notify the tenants under the Leases (or any other parties
     in possession of the Mortgaged Property) to pay all of the Rents directly
     to U.S. Bank at the address specified in Section 27 hereof, for which this
     assignment shall be sufficient warrant;


                                       10
<PAGE>

          (ii) U.S. Bank shall have the right to forthwith enter and take
     possession of the Mortgaged Property and to manage, operate, lease and
     develop the same; to collect as hereunder provided all or any Rents payable
     under the Leases; to make repairs as U.S. Bank deems appropriate; and to
     perform such other acts in connection with the management, operation,
     development, leasing and construction of the Mortgaged Property as U.S.
     Bank, in its sole discretion, may deem proper; and

          (iii) U.S. Bank shall have the right to forthwith enter into and upon
     the Mortgaged Property and take possession thereof, and to appoint an
     agent, or in the event of the institution of foreclosure proceedings to
     have a receiver appointed for the collection of the Rents.

     In the event that U.S. Bank shall pursue its remedies under Subsections
17(d)(ii) or (iii) above, the net income, after allowing a reasonable fee for
the collection thereof and the management of the Mortgaged Property, may be
applied toward the payment of taxes, assessments, insurance premiums, repairs,
protection of the Mortgaged Property or U.S. Bank's lien thereon, and other
charges against the Mortgaged Property and the costs of procurement of such
insurance and of evidence of title to the Mortgaged Property, or any of them, or
in the reduction of the Indebtedness and the payment of interest, as U.S. Bank
may elect. If the Rents are not sufficient to meet the costs, if any, of taking
control of and managing the Mortgaged Property and collecting the Rents, any
funds expended by U.S. Bank for such purposes shall become indebtedness of
Borrower to U.S. Bank secured by the Mortgage. Unless U.S. Bank and Borrower
agree in writing to other terms of payment, such amounts shall be payable upon
demand from U.S. Bank to Borrower and shall bear interest from the date of
disbursement at the Default Rate of Interest stated in each of the Notes.

     The exercise or failure to exercise any of the above remedies shall not in
any way preclude or abridge the right of U.S. Bank to foreclose the Mortgage or
to take any other legal or equitable action thereon. U.S. Bank shall have such
rights or privileges as aforesaid regardless of the value of the Mortgaged
Property given as security hereunder, and regardless of the solvency or
insolvency of any party bound for the payment of the Indebtedness or the other
sums hereby secured.

     (e) Borrower hereby authorizes and directs the tenants under the Leases to
pay Rents to U.S. Bank upon written demand by U.S. Bank, without further consent
of Borrower, and the tenants may rely upon any written statement delivered by
U.S. Bank to the tenants. Any such payment to U.S. Bank shall constitute payment
to Borrower under the Leases.

     (f) There shall be no merger of the leasehold estates created by the Leases
with the fee estate of the Property and Improvements without the prior written
consent of U.S. Bank.

     18. Security Agreement. The Mortgage is intended to be a security agreement
pursuant to the Uniform Commercial Code as enacted in the Commonwealth of
Pennsylvania (the "UCC") for any of the Mortgaged Property comprising personal
property and fixtures that may be subject to a security interest pursuant to the
UCC, and Borrower hereby grants to U.S. Bank a security interest in said
personal property and fixtures, whether said property is now existing or
hereafter acquired, together with replacements, replacement parts, additions,
repairs and accessories incorporated therein or affixed thereto and, if sold or
otherwise disposed of, the proceeds (including insurance proceeds) thereof.
Borrower agrees to execute and deliver to U.S. Bank UCC financing statements
covering said personal property and fixtures from time to time and in such form
as U.S. Bank may require to perfect or maintain the priority of U.S. Bank's
security interest with respect to said personal property and fixtures, and
Borrower shall bear all costs thereof, including all UCC searches reasonably
required by U.S. Bank. Borrower shall not create or suffer to be created any
other security interest in said personal property and fixtures, including
replacements thereof and additions thereto. Upon the occurrence of any Event of
Default as set forth in Section 19 hereof, U.S. Bank shall have the remedies of
a secured party under the UCC and, at U.S. Bank's option, may also invoke the
remedies provided in Section 19 hereof with respect to such property.

     19. Default. The term "Event of Default" shall have the same meaning as set
forth in the Loan Agreement, which meaning is incorporated by this reference
herein.

     Upon the occurrence of any such Event of Default, at the option of U.S.
Bank, without notice or demand, the same being hereby expressly waived, the
entire amount shall become immediately due and payable, and, in addition to any
other right or remedy which U.S. Bank may now or hereafter have at law, in
equity, or under the Loan Documents, U.S. Bank shall have the right and power:
(a) to foreclose upon the Mortgage and the lien hereof; (b) to sell the
Mortgaged Property according to law; and (c) to enter upon and take possession
of the Mortgaged Property and/or have a receiver appointed therefor as set forth
in Section 17 hereof.


                                       11
<PAGE>

     Upon the occurrence of any foreclosure of the Mortgage and the lien hereof,
application of the proceeds from any sale shall be first applied to the
Indebtedness outstanding under the Note with any remaining proceeds to then be
applied to the Indebtedness outstanding under any Rate Management Agreements.

     20. No Waiver. The failure of U.S. Bank to exercise any option to declare
the maturity of the principal debt or any other sums hereby secured under any
provision of any of the Loan Documents, or to forbear from exercising any right
or remedy available to U.S. Bank under any provision of any of the other Loan
Documents, shall not be deemed a waiver of the right to exercise such option,
right or remedy or declare such maturity as to such past, continuing or
subsequent violation of any of the covenants and agreements of the Loan
Documents. Acceptance by U.S. Bank of partial payments shall not constitute a
waiver of any Event of Default. From time to time, U.S. Bank may, at U.S. Bank's
option, without giving notice to or obtaining the consent of Borrower,
Borrower's successors or assigns, any junior lienholder or any of the
Guarantors, without liability on U.S. Bank's part and notwithstanding Borrower's
breach of any covenant or agreement of Borrower in the Mortgage, extend the time
for payment of the Indebtedness, or any part thereof, reduce the payments
thereon, release anyone liable on any of said Indebtedness, accept a renewal
note or notes therefor, release from the lien of the Mortgage any part of the
Mortgaged Property, take or release other or additional security, reconvey any
part of the Mortgaged Property, consent to any map or plan of the Mortgaged
Property, consent to the granting of any easement, join in any extension or
subordination agreement, or agree in writing with Borrower to modify the rate of
interest or period of amortization of each of the Notes or to change the amount
of the monthly installments payable thereunder. Any actions taken by U.S. Bank
pursuant to the terms of this Section shall not affect the obligation of
Borrower or Borrower's successors or assigns to pay the sums secured by the
Mortgage and to observe the covenants of Borrower contained herein, shall not
affect the guaranty of any of the Guarantors, and shall not affect the lien or
priority of lien of the Mortgage on the Mortgaged Property. Borrower shall pay
U.S. Bank a reasonable service charge, together with such title insurance
premiums and reasonable attorney's fees as may be incurred at U.S. Bank's option
for any such action if taken at Borrower's request.

     21. Parcels; Waiver of Marshaling. In the event of foreclosure of the
Mortgage, the Mortgaged Property may be sold in one or more parcels or as an
entirety as U.S. Bank may elect.

     Notwithstanding the existence of any other security interests in the
Mortgaged Property held by U.S. Bank or by any other party, U.S. Bank shall have
the right to determine the order in which any or all of the Mortgaged Property
shall be subjected to the remedies provided herein. U.S. Bank shall have the
right to determine the order in which any or all portions of the Indebtedness
are satisfied from the proceeds realized upon the exercise of the remedies
provided herein. Borrower, any party who becomes liable for Borrower's
obligations and covenants under the Mortgage, and any party who now or hereafter
acquires a security interest in the Mortgaged Property, or any portion thereof,
hereby waives any and all right to require the marshaling of assets in
connection with the exercise of any of the remedies permitted by applicable law
or provided herein.

     22. Costs of Collection. Borrower hereby agrees to pay to U.S. Bank all
costs of foreclosing the Mortgage, and all costs of enforcing, collecting and
securing, and of attempting to enforce, collect and secure, the Notes,
including, without limitation, reasonable attorneys' fees, appraisers' fees,
court costs, notice charges and title insurance charges, whether such attempt be
made by suit, in bankruptcy, or otherwise, and such costs and any other sums due
U.S. Bank under the Loan Documents may be included in any judgment or decree
rendered.

     23. Rent Roll and Financial Statements. Borrower shall maintain full and
correct books and records open to U.S. Bank's inspection showing in detail the
income, expenses and earnings of Borrower and of the Mortgaged Property, and
shall provide U.S. Bank with the financial information requirements of the Loan
Agreement.


                                       12
<PAGE>

     24. Hazardous Substances.

     (a) Borrower hereby covenants and agrees with U.S. Bank that the following
terms shall have the following meanings:

          (i) "Environmental Laws" mean all federal, state and local laws,
     statutes, ordinances and codes relating to the use, storage, treatment,
     generation, transportation, processing, handling, production or disposal of
     any Hazardous Substance and the rules, regulations, policies, guidelines,
     interpretations, decisions, orders and directives with respect thereto.

          (ii) "Hazardous Substance" means, without limitation, any flammable
     explosives, radioactive materials, asbestos, urea formaldehyde foam
     insulation, polychlorinated biphenyls, petroleum and petroleum based
     products, methane, hazardous materials, hazardous wastes, hazardous or
     toxic substances, wastes, materials, compounds, pollutants, contaminants or
     related materials, as included or regulated by the Comprehensive
     Environmental Response, Compensation and Liability Act of 1980, as amended
     (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation
     Act, as amended (49 U.S.C. Sections 1801, et seq.), the Resource
     Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et
     seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections
     2601, et seq.), the Water Quality Act of 1987 (33 U.S.C. Sections 1251, et
     seq.), the Clean Water Act, as amended (33 U.S.C. Section 1321, et seq.),
     or the Clean Air Act (42 U.S.C. 7401, et seq.).

          (iii) "Indemnitee" means U.S. Bank, its participants in the loan
     evidenced by the Notes and all subsequent holders of the Mortgage, their
     respective successors and assigns, their respective officers, directors,
     employees, agents, representatives, contractors and subcontractors and any
     subsequent owner of the Property and Improvements who acquires title
     thereto from or through U.S. Bank.

          (iv) "Release" has the same meaning as given to that term in the
     Comprehensive Environmental Response, Compensation and Liability Act of
     1980, as amended (42 U.S.C. Sections 9601, et seq.), and the regulations
     promulgated thereunder.

     (b) Except for matters disclosed in the Phase I Environmental Site
Assessment prepared by PSI and delivered to U. S. Bank in connection with this
Loan, Borrower represents and warrants to U.S. Bank that, to its knowledge: (i)
the Property and Improvements are not being or have not been used for the
storage, treatment, generation, transportation, processing, handling, production
or disposal of any Hazardous Substance in violation of any Environmental Laws;
(ii) the Property and Improvements do not contain any Hazardous Substances in
violation of any Environmental Laws; (iii) there has been no Release of any
Hazardous Substance on, at or from the Property and Improvements or any property
adjacent to or within the immediate vicinity of the Property and Improvements
and Borrower has not received any form of notice or inquiry with regard to such
a Release or threat of such a Release; (iv) no event has occurred with respect
to the Property and Improvements which, with the passage of time or the giving
of notice, or both, would constitute a violation of any applicable Environmental
Law; (v) there are no agreements or orders or directives of any federal, state
or local governmental agency or authority relating to the Property and
Improvements which require any work, repair, construction, containment, clean
up, investigations, studies, removal or other remedial action with respect to
the Property and Improvements; and (vi) there are no actions, suits, claims or
proceedings, pending or threatened, which seek any remedy that arise out of the
condition, ownership, use, operation, sale, transfer or conveyance of the
Property and Improvements and (1) a violation or alleged violation of any
applicable Environmental Law, (2) the presence of any Hazardous Substance or a
Release of any Hazardous Substance or the threat of such a Release, or (3) human
exposure to any Hazardous Substance.

     (c) Borrower covenants and agrees with U.S. Bank as follows:

          (i) Borrower shall keep, and shall cause all operators, tenants,
     subtenants, licensees and occupants of the Property and Improvements to
     keep the Property and Improvements free of all Hazardous Substances, except
     for Hazardous Substances stored, treated, generated, transported,
     processed, handled, produced or disposed of in the normal operation of the
     Property and Improvements.


                                       13
<PAGE>

          (ii) Borrower shall comply with, and shall cause all operators,
     tenants, subtenants, licensee and occupants of the Property and
     Improvements to comply with all Environmental Laws.

          (iii) Borrower shall promptly provide U.S. Bank with a copy of all
     notifications which it gives or receives with respect to any past or
     present Release of any Hazardous Substance or the threat of such a Release
     on, at or from the Property and Improvements or any property adjacent to or
     within the immediate vicinity of the Property and Improvements.

          (iv) Borrower shall undertake and complete all investigations,
     studies, sampling and testing for Hazardous Substances required by U.S.
     Bank and, in accordance with all Environmental Laws, all removal and other
     remedial actions necessary to contain, remove and clean up all Hazardous
     Substances that are determined to be present at the Property and
     Improvements in violation of any Environmental Laws.

          (v) U.S. Bank shall have the right, but not the obligation, to cure
     any violation by Borrower of the Environmental Laws and U.S. Bank's cost
     and expense to so cure shall be secured by the Mortgage.

     (d) Excepting for matters caused by U. S. Bank's own gross negligence or
willful misconduct, Borrower covenants and agrees, at its sole cost and expense,
to indemnify, defend and save harmless Indemnitee from and against any and all
damages, losses, liabilities, obligations, penalties, claims, litigation,
demands, defenses, judgments, suits, actions, proceedings, costs, disbursements
and/or expenses (including, without limitation, reasonable attorneys' and
experts' fees and expenses) of any kind or nature whatsoever which may at any
time be imposed upon, incurred by or asserted or awarded against Indemnitee
arising out of the condition, ownership, use, operation, sale, transfer or
conveyance of the Property and Improvements and (i) the storage, treatment
generation, transportation, processing, handling, production or disposal of any
Hazardous Substance, (ii) the presence of any Hazardous Substance or a Release
of any Hazardous Substance or the threat of such a Release, (iii) human exposure
to any Hazardous Substance (iv) a violation of any Environmental Law, or (v) a
material misrepresentation or inaccuracy in any representation or warranty or
material breach of or failure to perform any covenant made by Borrower herein
(collectively, the "Indemnified Matters").

     The liability of Borrower to Indemnitee hereunder shall in no way be
limited, abridged, impaired or otherwise affected by (i) the repayment of all
sums and the satisfaction of all obligations of Borrower under the Notes, the
Mortgage or other Loan Documents, (ii) the foreclosure of the Mortgage or the
acceptance of a deed in lieu thereof, (iii) any amendment or modification of the
Loan Documents by or for the benefit of Borrower or any subsequent owner of the
Property and Improvements, (iv) any extensions of time for payment or
performance required by any of the Loan Documents, (v) the release or discharge
of the Mortgage or of Borrower, any of the Guarantors or any other person from
the performance or observance of any of the agreements, covenants, terms or
conditions contained in any of the Loan Documents whether by U.S. Bank, by
operation of law or otherwise, (vi) the invalidity or unenforceability of any of
the terms or provisions of the Loan Documents, (vii) any exculpatory provision
contained in any of the Loan Documents limiting U.S. Bank recourse to property
encumbered by the Mortgage or to any other security or limiting U.S. Bank rights
to a deficiency judgment against Borrower, (viii) any applicable statute of
limitations, (ix) the sale or assignment of the Notes or the Mortgage, (x) the
sale, transfer or conveyance of all or part of the Property and Improvements,
(xi) the dissolution or liquidation of Borrower, (xii) the death or legal
incapacity of Borrower, (xiii) the release or discharge, in whole or in part, of
Borrower in any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding, or (xiv) any other
circumstances which might otherwise constitute a legal or equitable release or
discharge, in whole or in part, of Borrower under the Notes or the Mortgage.

     The foregoing indemnity shall be in addition to any and all other
obligations and liabilities Borrower may have to U.S. Bank at common law.

     25. Subordinate Mortgages. Borrower shall not, without the prior written
consent of U.S. Bank, which consent may be withheld in U.S. Bank's sole
discretion, after the date hereof grant or permit to be created any lien,
security interest or other encumbrance, other than Permitted Encumbrances,
covering any of the Mortgaged Property (each a "Subordinate Mortgage"). If U.S.
Bank consents to a Subordinate Mortgage or if the foregoing prohibition is
determined by a court of competent jurisdiction to be unenforceable, any such
Subordinate Mortgage shall contain express covenants to the effect that:


                                       14
<PAGE>

     (a) the lien of the Subordinate Mortgage and all instruments incorporated
therein by reference is and always shall be unconditionally subordinate to the
lien of the Mortgage and to all advances made pursuant to, and sums secured by,
the Mortgage, and the Mortgage and all instruments incorporated herein by
reference may be renewed, extended, restructured, modified, increased or
reinstated at any time without giving notice to or obtaining the consent of the
Subordinate Mortgage holder;

     (b) if any action shall be instituted to foreclose or otherwise enforce the
Subordinate Mortgage, no tenant of any of the Leases shall be named as a party
defendant and no action shall be taken which would terminate any occupancy or
tenancy without the prior written consent of U.S. Bank;

     (c) in the event of any conflict between the covenants and agreements of
the Mortgage and the Subordinate Mortgage, the covenants and agreements of the
Mortgage shall prevail;

     (d) Rents, if collected by or for the holder of the Subordinate Mortgage,
shall be applied first to the payment of the Indebtedness and expenses incurred
in the ownership, operation and maintenance of the Mortgaged Property in such
order as U.S. Bank may determine, prior to being applied to any indebtedness
secured by the Subordinate Mortgage;

     (e) a copy of any notice of default under the Subordinate Mortgage and
written notice and opportunity to cure of not less than thirty (30) days prior
to the commencement of any action to foreclose or otherwise enforce the
Subordinate Mortgage shall be given to U.S. Bank; and

     (f) the holder of the Subordinate Mortgage shall acknowledge the existence
of the Indebtedness secured hereby and further acknowledge that the lien of the
Mortgage shall at all times be and remain superior and prior to the lien of the
Subordinate Mortgage to the extent of the entire Indebtedness secured hereby
notwithstanding any change in the variable rate of interest being charged under
each of the Notes.

     26. Priority of Mortgage Lien. U.S. Bank, at U.S. Bank's option, is
authorized and empowered to do all things necessary or convenient for the
protection of U.S. Bank's interest in the Mortgaged Property.

     27. Notice. Any notice required or permitted to be given hereunder shall be
in writing and given in the same manner as required for providing notice under
the Loan Agreement.

     28. Leasehold Mortgage. Borrower represents and warrants to U.S. Bank and
covenants and agrees with U.S. Bank that:

     (a) Borrower hereby warrants and represents as follows: (i) the Ground
Lease is in full force and effect, unmodified by any writing or otherwise; (ii)
all rent, additional rent and other charges reserved therein have been paid to
the extent they are payable to the date hereof; (iii) Borrower enjoys the quiet
and peaceful possession of the property demised thereby; (iv) Borrower has not
executed any mortgage, pledge, hypothecation, assignment or other transfer of
its right, title and interest under the Ground Lease that is presently in
effect, other than this Mortgage in favor of U.S. Bank and the Permitted
Encumbrances; (v) Borrower is not in default under any of the terms thereof and,
to the best of its knowledge, there are no circumstances which, with the passage
of time or the giving of notice or both, would constitute an Event of Default
thereunder; and (vi) to the best of Borrower's knowledge, the landlord is not in
default under any of the terms or provisions thereof on the part of the landlord
to be observed or performed.

     (b) Borrower will at all times fully and timely perform and comply with all
agreements, covenants, terms and conditions imposed upon or assumed by it as the
tenant under the Ground Lease, and that if Borrower shall fail so to do, U.S.
Bank may, upon prior written notice to Borrower, but shall not be obligated to,
take any action U.S. Bank deems necessary or desirable to prevent or to cure any
default by Borrower in the performance of or compliance with any of Borrower's
covenants or obligations under the Ground Lease. Upon receipt by U.S. Bank from
landlord, or any of its successors or assigns as landlord under the Ground


                                       15
<PAGE>

Lease, of any written notice of default by Borrower thereunder, U.S. Bank may
rely thereon and take any action as aforesaid to cure such default even though
the existence of such default or the nature thereof be questioned or denied by
Borrower or by any party on behalf of Borrower. In the Event of Default,
Borrower hereby expressly grants to U.S. Bank, and agrees that U.S. Bank shall
have, the absolute and immediate right to enter in and upon the Mortgaged
Property or any part thereof to such extent and as often as U.S. Bank, in its
sole discretion, deems necessary or desirable in order to prevent or to cure any
such default by Borrower. U.S. Bank may pay and expend such sums of money as
U.S. Bank, in its sole discretion, deems necessary for any such purpose, and
Borrower hereby agrees to pay to U.S. Bank all such sums so paid and expended by
U.S. Bank, together with interest thereon from the date such payment at the
Default Rate of Interest, as provided in the Reimbursement Agreement, until
repaid to U.S. Bank, such sums shall be payable by Borrower to U.S. Bank
immediately upon notice to Borrower of the amount owing, without further demand,
shall be secured by this Mortgage, shall be part of the sum required to be paid
to redeem from any foreclosure sale and shall be added to the judgment in any
suit, if any, brought by U.S. Bank against Borrower.

     (c) Borrower will not surrender the Leasehold Estate under the Ground Lease
or any interest therein described, nor terminate or cancel the Ground Lease, nor
modify, change, supplement, alter or amend the Ground Lease either orally or in
writing without the express written consent of U.S. Bank, and any such
surrender, termination, cancellation, modification, change, supplement,
alteration or amendment of the Ground Lease without the prior written consent
thereto by U.S. Bank shall be void and of no force and effect. As further
security for the repayment of the indebtedness secured hereby and for the
performance by Borrower of the covenants contained in any of the Loan Documents
or Ground Lease on its part to be performed, Borrower hereby assigns to U.S.
Bank all of its rights, privileges and prerogatives as tenant under the Ground
Lease to terminate, cancel, modify, change, supplement, alter or amend the
Ground Lease.

     (d) No release or forbearance of any of Borrower's obligations under the
Ground Lease pursuant to the Ground Lease or otherwise, shall release Borrower
from any of its obligations under this Mortgage, including obligations with
respect to the payment of rent as provided for in the Ground Lease and the
performance of all of the terms, provisions, covenants, conditions and
agreements contained in the Ground Lease, to be kept, performed and complied
with by Borrower therein.

     (e) Unless U.S. Bank shall otherwise expressly consent in writing, the fee
title to the property covered by the Ground Lease and the leasehold estate
created thereby shall not merge but shall always remain separate and distinct,
notwithstanding the union of said estates either in the U.S. Bank, landlord or
in the tenant thereunder, or in a third party by purchase or otherwise.

     (f) If Borrower obtains any further interest in the property covered by the
Ground Lease, including without limitation the fee title thereto, such interest
shall be covered by this Mortgage and Borrower shall execute and deliver to U.S.
Bank such additional documents as are reasonably necessary to perfect U.S.
Bank's interest therein.

     (g) Copies of any and all notices of default and notices of the exercise by
the landlord or any of its respective successors or assigns as landlord under
the Ground Lease of any remedies relating to defaults or breach by Borrower,
which are delivered to Borrower, shall be forwarded to U.S. Bank at its address
for notices hereunder within two (2) days after the receipt thereof.

     (h) Borrower acknowledges that pursuant to Section 365 of the Bankruptcy
Reform Act of 1978, as amended (hereinafter, as the same may be amended or
recodified from time to time, the "Bankruptcy Reform Act"), it is possible that
a trustee in bankruptcy of the landlord, as a debtor-in possession, could reject
the Ground Lease, in which case Borrower, as lessee, would have the election
described in Section 365(h) of the Bankruptcy Reform Act ("Election") to treat
such Ground Lease as terminated by such rejection or, in the alternative, to
remain in possession for the balance of the term of such Ground Lease and any
renewal or extension thereof that is enforceable by the lessee under applicable
non-bankruptcy law. Borrower covenants Borrower shall not suffer or permit the
termination of such Ground Lease by exercise of the Election or otherwise
without the prior written consent of U.S. Bank.


                                       16
<PAGE>

     (i) In order to secure the covenant made in subsection (h) above and as
security for the payment of the Indebtedness secured hereby and the performance
of Borrower's obligations under the Loan Documents, Borrower hereby assigns the
Election to U.S. Bank. Borrower acknowledges and agrees that the foregoing
assignment of the Election is one of the rights which U.S. Bank may use at any
time in order to protect the other rights and interests of U.S. Bank under this
Mortgage and the other Loan Documents. Borrower further acknowledges and agrees
that the Election is in the nature of a remedy and is not a property interest
which Borrower can separate from the Ground Lease. Therefore, Borrower agrees
that exercise of the Election in favor of preserving the right to possession
under the Ground Lease shall not be deemed a partial or other taking or sale of
the Mortgaged Property by U.S. Bank and shall not entitle Borrower to any credit
against the Indebtedness secured hereby.

     (j) Borrower acknowledges and agrees that in the event that the Election is
exercised in favor of Borrower remaining in possession, Borrower's resulting
right to possession and use of (and the rents, issues and profits from) the
Mortgaged Property, as adjusted by the effect of Section 365 of the Bankruptcy
Reform Act, shall then be subject to the lien created by this Mortgage. However,
Borrower acknowledges and agrees that such right to possession and use of the
Mortgaged Property as so adjusted is not equivalent to Borrower's leasehold
estate under such Ground Lease in and to the Mortgaged Property as of the date
hereof. Therefore, Borrower agrees that rejection of such Ground Lease under the
Bankruptcy Reform Act shall constitute an Event of Default if, in U.S. Bank's
reasonable judgment, such rejection shall result in material impairment of the
value of the Mortgaged Property, and shall entitle U.S. Bank to all rights and
remedies in this Mortgage or the other Loan Documents in the event of the
occurrence of an Event of Default.

     (k) If there shall be filed by or against Borrower a petition under the
Bankruptcy Reform Act, and the Borrower, as tenant under the Ground Lease,
desires to reject the Ground Lease pursuant to Section 365(a) of the Bankruptcy
Code, Borrower shall give U.S. Bank not less than thirty (30) business days'
prior notice of the date on which the Borrower intends to apply to the
bankruptcy court for authority to reject the Ground Lease. U.S. Bank shall have
the right, but not the obligation, to serve upon the Borrower, within such
thirty (30) business day period, a notice stating that (i) the U.S. Bank demands
that the Borrower assume and assign the Ground Lease to the U.S. Bank pursuant
to Section 365 of the Bankruptcy Code and (ii) U.S. Bank covenants to cure or
provide adequate assurance of prompt cure of all defaults and provide adequate
assurance of future performance under the Ground Lease. If U.S. Bank serves upon
Borrower the notice described in the preceding sentence, Borrower shall not seek
to reject the Ground Lease and shall comply with the demand provided for in
clause (i) of the preceding sentence within thirty (30) days after the notice
shall have been given, subject to the performance by U.S. Bank of the covenant
provided for in clause (ii) of the preceding sentence. However, Borrower
acknowledges and agrees that U.S. Bank's right to possession and use of the
Mortgaged Property pursuant to such assumption and assignment of the Ground
Lease under the Bankruptcy Reform Act is not equivalent to Borrower's leasehold
estate under such Ground Lease in and to the Mortgaged Property as of the date
hereof. Therefore, Borrower agrees that such assumption and assignment of the
Ground Lease under the Bankruptcy Reform Act shall constitute an Event of
Default if, in U.S. Bank's reasonable judgment, such assumption and assignment
shall result in material impairment of the value of the Mortgaged Property, and
shall entitle U.S. Bank to all rights and remedies in this Mortgage or the other
Loan Documents in the event of the occurrence of an Event of Default.

     29. Miscellaneous. The covenants herein contained shall bind, and the
benefits and advantages shall inure to, the respective successors and assigns of
the parties hereto. Whenever used, the singular number shall include the plural,
the plural the singular, and the use of any gender shall include all genders. If
any provision of the Mortgage is illegal, or hereafter rendered illegal, or is
for any other reason void, voidable or otherwise unenforceable, or hereafter
rendered void, voidable or otherwise unenforceable, the remainder of the
Mortgage shall not be affected thereby, but shall be construed as if it does not
contain such provision. Each right and remedy provided in the Mortgage is
distinct and cumulative to all other rights or remedies under the Mortgage or
afforded by law or equity, and may be exercised concurrently, independently or
successively, in any order whatsoever. The Mortgage shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania without regard to
choice of law provisions.


                                       17
<PAGE>

     30. Release. This Mortgage shall not be released until such time as all
Rate Management Obligations under any Rate Management Agreements made in
connection with or in any way relating to the Loan have been satisfied and the
confirmation sheet has been satisfied.

     U.S. BANK, BY ACCEPTANCE OF THIS MORTGAGE, AND BORROWER HEREBY MUTUALLY,
VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF THE OTHER
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH, RELATED TO,
OR INCIDENTAL TO THE LOAN DOCUMENTS, THE TRANSACTIONS RELATED THERETO OR THE
RELATIONSHIP ESTABLISHED THEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT TO
U.S. BANK AND BORROWER TO ENTER INTO THIS TRANSACTION. IT SHALL NOT IN ANY WAY
AFFECT, WAIVE, LIMIT, AMEND OR MODIFY U.S. BANK'S ABILITY TO PURSUE ITS REMEDIES
INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION
CONTAINED IN THE LOAN DOCUMENTS.

     PROVIDED, HOWEVER, that these presents are upon the condition that if
Borrower shall fully and promptly pay when due the Indebtedness and shall
completely, faithfully and punctually perform all of the Obligations under the
terms and conditions of the Loan Documents, then the Mortgage shall be void;
otherwise it shall remain in full force and effect in law and equity forever.



                                       18
<PAGE>

     IN WITNESS WHEREOF, Borrower has caused the Mortgage to be executed as of
the 22nd day of April, 2008.


                                    Borrower:

                                    CATALINA PARTNERS, L.P., a Delaware limited
                                    partnership

                                    By:    Glimcher Colonial Park Mall, Inc.,
                                           a Delaware corporation
                                    Its:   General Partner

                                           By:/s/ Mark E. Yale
                                              --------------------------------
                                                  Mark E. Yale
                                                  Executive Vice President and
                                                  Chief Financial Officer



STATE OF OHIO

COUNTY OF FRANKLIN, SS:

     The foregoing instrument was acknowledged before me this 22nd day of April,
2008, by Mark E. Yale, an Executive Vice President and Chief Financial Officer
of Glimcher Colonial Park Mall, Inc., a Delaware corporation, the General
Partner of Catalina Partners, L.P., a Delaware limited partnership, being
authorized to do so on behalf of the corporation and partnership.


                                         /s/ Elizabeth A. Hecker
                                         -------------------------------
                                         Notary Public

Commission  Expiration: 5/29/2011
                        ----------------


This instrument prepared by: David K. Conrad, Esq., Bricker and Eckler LLP, 100
South Third Street, Columbus, Ohio 43215


                                       19
<PAGE>

                                    EXHIBIT A

                         FEE PROPERTY LEGAL DESCRIPTION






                                       20
<PAGE>

                                    EXHIBIT B

                      LEASEHOLD PROPERTY LEGAL DESCRIPTION





                                       21
<PAGE>

                                    EXHIBIT C

                             PERMITTED ENCUMBRANCES


     1. Real Estate Taxes for the calendar year not yet due and payable;

     2. All those exceptions listed in the title policy approved by U.S. Bank.




                                       22